/raid1/www/Hosts/bankrupt/TCR_Public/241118.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, November 18, 2024, Vol. 28, No. 322
Headlines
150 LEFFERTS: Seeks to Sell Brooklyn Property in Auction
257 WASHINGTON: Taps Shafferman & Feldman as Substitute Counsel
3304 BLUE BELL PLACE: Files for Chapter 11 Bankruptcy
35A PROPERTY: Starts Subchapter V Bankruptcy Proceeding
5280 AURARIA: Wins Approval to Use Cash Collateral for Legal Fees
55 EAST: Seeks to Sell Brooklyn Property in Auction
7 DAYS NEW ROOF: Claims to be Paid From Continued Operations
AEROBIOTIX LLC: Horizon Tech Marks $200,000 Loan at 16% Off
AGEAGLE AERIAL: Receives Non-Compliance Notice From NYSE American
ALCOTT ENTERPRISES: Unsecureds to be Paid in Full over 60 Months
ALLEN MEDIA: Begins Private Debt Negotiations with Lenders
ALTICE USA: Posts $43 Million Net Loss in Fiscal Q3
AMERICAN WARRIOR: Case Summary & 14 Unsecured Creditors
AMERINVEST LLC: Sec. 341(a) Meeting of Creditors on Dec. 3
ARCH THERAPEUTICS: Extends Note Maturities to Nov. 30
ASHFORD HOSPITALITY: The Vanguard Group Holds 3.38% Equity Stake
ASPEN ELECTRONICS: Hires Kutner Brinen Dickey Riley as Counsel
ASSOCIATION MOTOR: Seeks to Hire Fallon Law PC as Attorney
ATARA BIOTHERAPEUTICS: The Vanguard Group Holds 3.18% Stake
ATI PHYSICAL: Posts $33.8 Million Net Loss in Fiscal Q3
AVAYA LLC: Fitch Affirms 'CCC+' Issuer Default Rating
BALLISTIC FABRICATION: Wins Cash Collateral Access Thru Jan. 31
BAMBY EXPRESS: Gets Interim OK to Use Cash Collateral Until Nov. 30
BANK OF LINDSAY: FDIC Appointed as Receiver
BAPAZ 22 PATCHEN: Case Summary & Two Unsecured Creditors
BCP RENAISSANCE: Moody's Rates New $1.11BB 1st Lien Term Loan 'B2'
BENNETT ELECTRICAL: Hires Joseph G. Butler as Legal Counsel
BERRY CORP: The Vanguard Group Holds 6.92% Equity Stake
BIOLASE INC: Reaches Deal With Creditors for Final DIP, Sale
BLINK FITNESS: Gets Green Light for $121MM Asset Sale to PureGym
BLUE BIOFUELS: Swings to $1.9 Million Net Income in Fiscal Q3
BLUEBIRD BIO: The Vanguard Group Holds 5.40% Equity Stake
BODY OASIS: Hires White & Keller P.C. as Legal Counsel
BOY SCOUTS OF AMERICA: To Auction Art to Support Abuse Victim Trust
BRIGHT LAKES - CIELO VILLAS: Files for Chapter 11 Bankruptcy
BROWN FAMILY: Hires Giddens Mitchell & Associates as Attorney
BYJU'S ALPHA: Improperly Denied Access to Educational Apps
CAI RENO HOTEL: Hires Greenberg Glusker as Bankruptcy Counsel
CAREPOINT HEALTH: Seeks Chapter 11 Bankruptcy Protection
CARROTHERS INSPECTION: Gets Final OK to Use Cash Collateral
CELANESE CORP: S&P Lowers ICR to 'BB+' on Weak Demand
CELSIUS NETWORK: Judge Says Alex Mashinsky to Face Total Indictment
CENTER FOR SPECIAL NEEDS: CPT Institute Takes Over Trusts Accounts
CIMG INC: Min Li Holds 9.25% Equity Stake as of Oct. 31
CIMG INC: Wenwen Yu Holds 8.39% Stake Via Metaverse Intelligence
CIMG INC: Xiaodong Liu Holds 6.47% Stake Via VMADE CO.
COLLEGE OF SAINT ROSE: Auctions Assets as Part of Ch. 11 Bankruptcy
COMMUNITY HEALTH: The Vanguard Group Holds 7.17% Stake
COMTECH TELECOMMUNICATIONS: The Vanguard Group Holds 4.73% Stake
COSMED GROUP: Files for Chapter 11 Bankruptcy Following Lawsuits
CPM HOLDINGS: S&P Downgrades ICR to 'B-', Outlook Stable
DALRADA FINANCIAL: Roger Campos Nominated to Board of Directors
DANIEL SMART: Gets Interim OK to Use Cash Collateral Until Nov. 30
DAYBREAK OIL: Names Bennett Anderson New CEO, President
DD MIND BODY: Unsecured Creditors to Split $12K over 3 Years
DIAMOND K LLC: Case Summary & Two Unsecured Creditors
DIAMOND SPORTS: Bankruptcy Court Approves Reorganization Plan
DISH NETWORK: Lenders Decline DirecTV Debt Deal as Deadline Looms
DISH NETWORK: Lenders Turn Down DirecTV Debt Deal Before Deadline
DISTINCTIVE CORP: Updates Restructuring Plan Disclosures
DIVERSIFIED HEALTHCARE: Reports $98.7 Million Net Loss in Fiscal Q3
DMFYD LIC LLC: Case Summary & One Unsecured Creditor
DRF LOGISTICS: Pitney Bowes Reaches Deal in Bankruptcy Dispute
ECHOSTAR CORP: S&P Upgrades ICR to 'CCC+', Outlook Negative
ECHOSTAR CORP: The Vanguard Group Holds 9.72% Equity Stake
ELETSON HOLDINGS: Wants to Challenge Approval of Rival Ch. 11 Plan
ELLIS AGGREGATOR: Fitch Assigns 'B+' LongTerm IDR, Outlook Stable
ELLUCIAN HOLDINGS: Moody's Affirms B3 CFR, Outlook Stable
EMPIRE TODAY: In Talks w/ Lenders for New Capital, Debt Revamp
ENGLOBAL CORP: Sets 2024 Annual Meeting for Dec. 30
EPIC SWEETS: Starts Subchapter V Bankruptcy Proceeding
EVEREST LENDING: Seeks to Extend Plan Exclusivity
EXTENDEDFIELDFORCE LLC: Taps Kaplan Johnson as Bankruptcy Counsel
FEEDEX COMPANIES: Committee Hires Dentons US LLP as Counsel
FINANCE OF AMERICA: Brian Libman Holds 51.4% Stake as of Oct. 31
FINANCE OF AMERICA: Unit Completes $342.6M Exchange Offer
FPOT LLC: Fired Pie Starts Subchapter V Bankruptcy Process
FRANCHISE GROUP INC: $6 Billion in CMBS at Risk Due to Bankruptcy
FRANCHISE GROUP: Closes 16 Michigan Stores Amid Bankruptcy
FREE SPEECH: Infowars Fate Rests on Bankruptcy Auction Bidders
FREE SPEECH: The Onion Buys Infowars Out of Chapter 11
FREEDOM CAPITAL: Hires Giddens Mitchell & Associates as Attorney
FTX TRADING: Files About 30 Lawsuits to Recoup Money
FTX TRADING: MDL Counsel Presents Settlement to Fla. Court
FTX TRADING: Sues Binance, Ex-CEO Zhang to Clawback $1.8 Billion
FTX TRADING: Three Arrows Raises Bankruptcy Claim to $1.5-Bil.
FULL HOUSE: S&P Affirms 'B-' Issuer Credit Rating, Outlook Stable
GALAXY 34: S&P Assigns BB- (sf) Rating on Class E Notes
GAROFALO REAL ESTATE: Hits Chapter 11 Bankruptcy in New York
GAUCHO GROUP: Files for Chapter 11 Bankruptcy in Florida
GENERATE CLO 8: S&P Assigns Prelim BB- (sf) Rating on E-R2 Notes
GET NOTION: Files for Chapter 11 Bankruptcy Protection
GIRARDI & KEESE: Ex-Secret Service Dropped From Designer's Suit
GIRARDI & KEESE: Tom Girardi Wants Sentencing Delayed
GLOBAL AUTO: Moody's Affirms 'B1' CFR & Alters Outlook to Negative
GOL LINHAS: Expects to Exit Chapter 11 in April 2025, Says CEO
GORDON'S COATINGS: Seeks to Hire Pohl PA as Bankruptcy Counsel
GRANDE PROMOTION: Hires Allan D. NewDelman P.C. as Counsel
GREYWOLF CLO III: S&P Affirms B- (sf) Rating on Class E-R Notes
GRITSTONE BIO: Will Hold Bankruptcy Auction in December
GUITAR CENTER: S&P Downgrades ICR to 'CCC' on Near-Term Maturities
HAVENLY INC: Horizon Tech Marks $2MM Loan at 27% Off
HAVENLY INC: Horizon Tech Marks $3MM Loan at 19% Off
HAYS TABERNACLE: Hires Judd Bailey Johnson as Bankruptcy Counsel
HEART HEATING: $4M Sale to Heart HCPE to Fund Plan
HEIR'S MEN'S: Unsecureds to Split $30K over 60 Months
HILLVIEW LLC: Hires Jones & Walden LLC as Counsel
HOLY TRINITY: Hires Scott B. Riddle LLC as Attorney
HOMETOWN LENDERS: Unsecureds to Get Share of Liquidation Fund
HORIZON INTERIORS: Gets OK to Use Cash Collateral Until Nov. 21
HOUND LABS: Horizon Tech Marks $1.6MM Loan at 36% Off
HOUND LABS: Horizon Tech Marks $250,000 Loan at 34% Off
HOUND LABS: Horizon Tech Marks $3.2MM Loan at 36% Off
HOUND LABS: Horizon Tech Marks $300,000 Loan at 34% Off
HOUSTON, TX: Moody's Rates New Series 2024B Revenue Bonds 'Ba3'
HYPERION EDUCATION: Hires Furr and Cohen as Bankruptcy Counsel
ICAHN ENTERPRISES: Moody's Rates New $500MM Secured Notes 'Ba3'
IHEARTMEDIA INC: Bondholder Group Readies to Dispute Debt Deal
IMERYS TALC: Vote on Reorganization Plan Impacts Talc Injury Claims
INNOVATION MONTESSORI: Moody's Affirms Ba3 Rating on Revenue Bonds
INSTANT BRANDS: Trustee Accuses Former Owner of Misleading Lenders
INSTANT BRANDS: Trustee Sues Cornell Capital for Company Plundering
INTERCEMENT PARTTICIPACOES: Bondholders Sue Banco Bradesco
INTERSTATE CONSTRUCTION: Gets OK to Use Cash Collateral Thru Jan. 9
INTRUM AB: Seeks Chapter 11 Bankruptcy with $5.3 Billion Debt
INTRUM AB: Swedish Debt Collector Pursues U.S. Restructuring
IQSTEL INC: Signs MOU to Acquire 49% of SwissLink Carrier AG
JAZ NCR HOLDINGS: Voluntary Chapter 11 Case Summary
JAZ NCR: Voluntary Chapter 11 Case Summary
JDC RENTALS: Gets Final OK to Use Cash Collateral Thru Dec. 16
KANGCHENG DEVELOPMENT: Seeks to Hire Havkin & Shrago as Attorney
KRUGER PRODUCTS: DBRS Gives B(high) Rating on Sr. Unsec. Notes
LA HACIENDA: Court Denies Bid to Use Cash Collateral
LALA'S SANGRIA: Gets Final OK to Use Cash Collateral
LASERSHIP INC: Strikes Deal w/ Creditors for Fresh Capital
LAVIE CARE CENTERS: Court to Review Validity of Claim Releases
LAXMI CAPITAL: Gets Court OK to Use Cash Collateral Until Jan. 31
LGI HOMES: Moody's Rates New $400MM Sr. Unsecured Notes 'Ba2'
LUCKY NUMBER: Selling Base Line Property to Naro Togap Sihombing
MAGNOLIA OIL: Moody's Alters Outlook to Pos. & Rates $400M Notes B1
MARINUS PHARMACEUTICALS: The Vanguard Group Holds 5.08% Stake
MAWSON INFRASTRUCTURE: Rahul Mewawalla Holds 16.6% Equity Stake
MCR HEALTH INC: Seeks Chapter 11 Bankruptcy with $14.4-Mil. Debt
MDC HOLDINGS: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable
MEDLINE BORROWER: S&P Alters Outlook to Positive, Affirms 'B+' ICR
MIMS AND SON: Hires INI Realty Inc. as Real Estate Broker
MINERALS TECHNOLOGIES: Moody's Rates New Secured Loans 'Ba1'
MOLINA HEALTHCARE: Moody's Rates New Senior Unsecured Debt 'Ba2'
NCL CORP: Moody's Upgrades CFR to B1 & Alters Outlook to Positive
NEXTCAR HOLDING: Horizon Tech Marks $2.3MM Loan at 45% Off
NEXTCAR HOLDING: Horizon Tech Marks $3.5MM Loan at 45% Off
NEXTCAR HOLDING: Horizon Tech Marks $5.9MM Loan at 45% Off
NEXTCAR HOLDING: Horizon Tech Marks $5.9MM Loan at 45% Off
NJ CITY UNIVERSITY: Fitch Alters Outlook on 'BB+' IDR to Stable
NJ MOBILE: Selling 2018 Ford Transit Ambulance to Specialty Hearse
NORTHERN DYNASTY: Kopernik Global, David Iben Hold 15% Stake
NORTHPOINT DEVELOPMENT: Gets OK to Use Cash Collateral Thru Dec. 31
NORTHPOINT DEVELOPMENT: Hires Kenny & Schwartz as Special Counsel
NORTHVOLT AB: Mulling Bankruptcy Filing in U.S.
OCUGEN INC: The Vanguard Group Holds 5.88% Equity Stake
ODYSSEY HEALTH: Jonathan Lutz Holds 5.7% Equity Stake
OFFICE PROPERTIES: The Vanguard Group Holds 8.9% Equity Stake
OI SA: Reaches Deal with Creditors to Transfer Real Estate, Towers
P2 OAKLAND: Case Summary & 20 Largest Unsecured Creditors
PAIN MEDICINE: Plan Filing Deadline Extended to Nov. 25
PARADOX ENTERPRISES: Gets OK to Use Cash Collateral Until Jan. 31
PEACEFUL HOUSE: Sec. 341(a) Meeting of Creditors on Dec. 10
PETROQUEST ENERGY: Gets Court OK to Access $847K New Financing
PETROQUEST OIL FIELD: Seeks Chapter 11 Bankruptcy Again
POTTSVILLE OPERATIONS: Hires Meridian Capital Group as Broker
PRIDE GROUP: Brandt Peterbilt Named as Liquidator of Fleet Assets
PROS HOLDINGS: The Vanguard Group Holds 11.64% Equity Stake
PURDUE PHARMA: Reaches Terms w/ Sackler Family
R&W CLARK: Gets Interim OK to Use Cash Collateral Until Jan. 9
R.A.R.E. CORP: Gets Interim OK to Use Cash Collateral Until Nov. 28
RAPID7 INC: The Vanguard Group Holds 13.64% Equity Stake
RAPID7 INC: UBS Group AG Holds 6.3% Equity Stake
RECOMBINETICS INC: Hits Chapter 11 Bankruptcy With $7.7MM in Debt
RED RIVER: Future Claims Representative Approved in Chapter 11
RED RIVER: US Trustee Objects to Jones Day as Bankruptcy Counsel
REFRESHING USA: Hires Hilco Real Estate as Real Estate Consultant
RIVERSIDE FARMERS: Hires Wolff & Orenstein LLC as Attorney
SAMYS OC: Case Summary & 20 Largest Unsecured Creditors
SEASONAL LANDSCAPE: Gets OK to Use Cash Collateral Thru Nov. 30
SEELOS THERAPEUTICS: Voluntary Chapter 11 Case Summary
SELECT MEDICAL: Moody's Affirms 'Ba3' CFR, Outlook Remains Stable
SERINDEEP INTERNATIONAL: Hires Premier as Real Estate Broker
SERIOUS DOGS: Unsecureds to Split $83K in Consensual Plan
SHIFTPIXY INC: Hires Hilco as Intangible Assets Disposition Agent
SIYATA MOBILE: Secures New $2.5 Million Order from EMS Organization
SKIN LOGIC: Selling Spa Business to Dr. Leila Kump for $1.15-Mil.
SL BEVERAGE: Plan Exclusivity Period Extended to Jan. 27, 2025
SORTIS HOLDINGS: Creditors Seek Liquidation of Northwest Brands
SPICEY PARTNERS: Voluntary Chapter 11 Case Summary
SPIRIT AIRLINES: Bankruptcy Risk Raises Concerns for Aviation ABS
SPIRIT AIRLINES: Shares Hit Record Low as Bankruptcy Deal Looms
SPIRIT AIRLINES: The Vanguard Group Holds 5.6% Equity Stake
SRM-DOUBLE L: Case Summary & 20 Largest Unsecured Creditors
STAFFING 360: Enters Merger Agreement with Atlantic International
STEWARD HEALTH: Court Rejects Bid to Form Tort Claimants' Committee
STICKY'S HOLDINGS: Court Approves Chapter 11 Bankruptcy Plan
SUNSHINE HOLDINGS: Voluntary Chapter 11 Case Summary
SUNSTOCK INC: Hires TAAD, LLP as New Auditor
TAG FL: Obtains Court OK to Sell Laurens Property
TEGNA INC: The Vanguard Group Holds 15.74% Equity Stake
TEHUM CARE: Gets Court OK to Solicit Chapter 11 Plan Votes
TEHUM CARE: Unsecured Creditors to Get Share of GUC Trust
TEXAS SOLAR: Case Summary & 20 Largest Unsecured Creditors
TGI FRIDAY'S: Faces Dip in Foot Traffic Before Chapter 11 Filing
TGI FRIDAY'S: Hires Stretto Inc. as Claims and Noticing Agent
TLG CAPITAL: Unsecured Claims Over $1K to Recover 10% in 60 Months
TOP PARK: Seeks Court OK to Sell Motor Vehicles
TRUE VALUE: Receives Court Okay to Sell Assets to Rival Do It Best
UNAGI INC: Horizon Tech Marks $1.3MM Loan at 17% Off
UNAGI INC: Horizon Tech Marks $680,000 Loan at 17% Off
UNIGEL PARTICIPACOES: Files Chapter 15 Bankruptcy in New York
VEGAMON ENTERPRISES: Hires Paul Bermudez as Real Estate Broker
VENUS CONCEPT: Extends Maturity of Bridge Loan to Nov. 30
VERRICA PHARMA: Board Adopts 2024 Inducement Plan
VERRICA PHARMA: Dr. Jayson Rieger Named New President, CEO
VERRICA PHARMA: Reports $22.9 Million Net Loss in Fiscal Q3
VERTEX ENERGY: The Vanguard Group Holds 2.08% Equity Stake
VIDEO RIVER: Delays Filing of Fiscal Q3 Report for Audit Review
VIRTUAL MEDICAL SERVICES: Kicks Off Subchapter V Bankruptcy
VIRTUAL MEDICAL: Hires Jones & Walden LLC as Legal Counsel
VIVAKOR INC: Delays Merger With Empire Diversified Until Q1 2025
VROOM INC: Gets Interim Approval for Chapter 11 Plan Disclosures
VUZIX CORP: The Vanguard Group Holds 4.33% Equity Stake
VYAIRE MEDICAL: Court Signs Off Chapter 11 Liquidation Plan
WELLPATH HOLDINGS: Akin Gump Represents Ad Hoc Lender Group
WELLPATH HOLDINGS: Seeks Chapter 11 Bankruptcy Protection
WFO LLC: Hires Jones Lang LaSalle Inc. as Real Estate Broker
WYNN RESORTS: Lowers Net Loss $32.1 Million in Fiscal Q3
X4 PHARMACEUTICALS: The Vanguard Group Holds 5% Equity Stake
XEROX HOLDINGS: Moody's Cuts CFR to B2 & Sr. Unsecured Notes to B3
XPLORE INC: S&P Raises ICR to 'CCC+' Following Recapitalization
YESENIA GARCIA: Hires Cain Walter & Associates as Accountant
YUNHONG GREEN: CEO Cesario Resigns, Jana Schwan Appointed Successor
ZEVRA THERAPEUTICS: The Vanguard Group Holds 5.23% Equity Stake
[*] Pittsburgh Business Bankruptcy Filings Reach 7-Year Peak
[*] Puerto Rico's Bankruptcies Increased YOY 32% Through Oct. 2024
[^] BOND PRICING: For the Week from November 11 to 15, 2024
*********
150 LEFFERTS: Seeks to Sell Brooklyn Property in Auction
--------------------------------------------------------
150 Lefferts Avenue Company LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of New York to sell its
real property located at 150 Lefferts Avenue, Brooklyn, New York,
in an Auction on February 19, 2025 at 11:00 am (ET), free and clear
of liens, claims, encumbrances, and other interests.
The Property for sale is located at 150 Lefferts Avenue, Brooklyn,
New York, which is consists of 53 residential units, of which 41
are occupied.
The Debtor says it entered into a consolidated, amended and
restated note with BRC E21st Lender LLC, in the original principal
amount of $10,500,000.
The Debtor retains Northgate Real Estate Group as real estate
broker.
The Debtor aims to receive the greatest value for the Property and
developed the bidding procedures that reflect its objective of
conducting the Auction in a controlled, but fair and open, fashion
that promotes interest in the Property by financially-capable,
motivated bidders who are likely to close a transaction, while
simultaneously discouraging non serious offers and offers from
persons the Debtor does not believe are sufficiently capable or
likely to actually consummate a transaction.
The salient provisions of the bidding procedures include:
Bidding deadline on February 17, 2025 at 4:00 pm ET
Qualifying Deposit of 10 % due on or before bid deadline
Auction will be held at the offices of A.Y. Strauss LLC at 535
Fifth Avenue, 4th Floor, New York, New York 10017 on February 19,
2025 at 11:00 am (ET)
Northgate's fee will be 5% and $50,000 in the event of a credit
bid
Buyer's premium will be 5% (covers Northgate’s fee)
Only authorized representatives and respective counsel of each of
the Qualified Bidders, and the Debtor shall be permitted to attend
and participate at the Auction.
At the Auction, BRC E21st Lender LLC shall be entitled to credit
bid up to the
amount of its allowed secured claim as of the Auction date.
Each Qualified Bidder shall be required to confirm under oath
that it has not
engaged in any collusion with respect to the bidding or the
Auction.
Bidding shall commence at the amount of the highest and best
Qualified Bid(s)
submitted by the Qualified Bidders by the Bid deadline.
Qualified Bidders may submit successive bids in increments of at
least $25,000.
The Auction shall continue until there is only one offer that the
Debtor
determines, is the highest and best offer(s) submitted at the
Auction from among
the Qualified Bidders. The bidder(s) which submitted such
Successful Bid shall
become the Successful Bidder(s).
Deposits submitted by the Qualified Bidders who do not become the
Successful
bidder shall be returned by the Debtor within five business days
after the Sale
is consummated with the successful bidder.
The Debtor is also required to highlight extraordinary provisions
including "sale free and clear," tax exemption, fraudulent
conveyance, and successor liability.
The Debtor requests that in conjunction with the Sale, it be
permitted to assign to the
successful purchaser(s) any existing executory contracts and
unexpired leases relating to the Property.
Any response or objections to the bidding procedures must be in
writing and submitted no later than December 11, 2024 at 4:00 p.m.
(prevailing E.T.) to counsel to the Debtor, A.Y. Strauss LLC, 290
West Mount Pleasant Avenue, Suite 3260, Livingston, New Jersey
07039, Attn: Eric H. Horn, Esq.
About 150 Lefferts Avenue Company LLC
150 Lefferts Avenue Company LLC in Brooklyn, NY, sought relief
under Chapter 11 of the Bankruptcy Code filed its voluntary
petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No.
24-43509) on Aug. 22, 2024, listing as much as $10 million to $50
million in both assets and liabilities. Jonathan Bombart as
managing member, signed the petition.
Judge Jil Mazer-Marino presides over the case.
Eric H Horn, Esq., at A.Y. STRAUSS LLC, serves as the Debtor's
legal counsel.
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.
3304 BLUE BELL PLACE: Files for Chapter 11 Bankruptcy
-----------------------------------------------------
3304 Blue Bell Place LLC filed Chapter 11 protection in the
Northern District of Texas. According to court filing, the Debtor
reports between $1 million and $10 million in debt owed to 1 and 49
creditors. The petition states that funds will be available to
unsecured creditors.
A meeting of creditors under Sec. 341(a) to be held on December 9,
2024 at 1:30 PM, TELEPHONIC MEETING.
About 3304 Blue Bell Place LLC
3304 Blue Bell Place LLC is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
3304 Blue Bell Place LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 24-33554) on Nov. 4,
2024. In the petition filed by Daniel C. Blackburn, as chief
executive officer, the Debtor reports estimated assets and
liabilities between $1 million and $10 million each.
The Debtor is represented by:
Robert Buchholz, Esq.
THE LAW OFFICE OF ROBERT W. BUCHHOLZ, P.C.
5220 Spring Valley Road, Suite 618
Dallas, TX 75254
Tel: (214) 754-5500
Email: bob@attorneybob.com
35A PROPERTY: Starts Subchapter V Bankruptcy Proceeding
-------------------------------------------------------
35A Property Inc. filed Chapter 11 protection in the Eastern
District of New York. According to court filing, the Debtor
reports $2,331,760 in debt owed to 1 and 49 creditors. The
petition states funds will not be available to unsecured
creditors.
A meeting of creditors under Sec. 341(a) to be held on December 16,
2024 at 11:00 AM at Telephonic Meeting: Phone 1 (866) 919-4760,
Participant Code 4081400#.
About 35A Property Inc.
35A Property Inc. owns a multi-family premises at 35A Prospect
Place, Brooklyn, NY 11215 valued at $1.5 million.
35A Property Inc. sought relief under Subchapter V of Chapter 11 of
the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-44621) on
Nov. 6, 2024. In the petition filed by Danil Shabatayev, as vice
president, the Debtor reports total assets of $1,500,000 and total
liabilities of $2,331,760.
Honorable Bankruptcy Judge Nancy Hershey Lord handles the case.
The Debtor is represented by:
Stacey Simon Reeves, Esq.
LAW OFFICES OF STACEY SIMON REEVES
3220 Fairfield Avenue, Suite 7A
Bronx, NY 10463
Tel: 347-340-1008
Email: stacey_simon@msn.com
5280 AURARIA: Wins Approval to Use Cash Collateral for Legal Fees
-----------------------------------------------------------------
5280 Auraria, LLC received interim approval from the U.S.
Bankruptcy Court for the District of Colorado to use the cash
collateral of DB Auraria, LLC to pay $700,000 in legal fees.
DB Auraria, the company's largest creditor, had previously objected
to the use of its cash collateral for legal fees but consented to
certain operational expenses. The court initially granted partial
approval for collateral use in May, postponing the issue of legal
fee payments.
After DB Auraria won the foreclosure auction for 5280 Auraria's
student housing property in downtown Denver, the court held further
hearings on the cash collateral use. The court recognized DB
Auraria's security interest in rents collected but ultimately ruled
that due to an increase in property value, the creditor was
adequately protected.
As a result, the court permitted 5280 Auraria to allocate $700,000
of cash collateral for legal fees and other administrative
expenses. This decision allows the company to cover its legal costs
and continue operating its business during its bankruptcy.
The court reserved the right to revisit the final claim amount and
potential equitable considerations, given DB Auraria's extensive
litigation efforts against the company.
About 5280 Auraria
5280 Auraria, LLC, owns Auraria Student Lofts, a high-rise building
in downtown Denver aimed at providing housing for college students.
5280 Auraria's sole member and manager is Nelson Partners, LLC, a
Utah limited liability company. The individual principal is Patrick
Nelson.
5280 Auraria sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Colo. Case No. 22-12059) on June 9,
2022, with $50 million to $100 million in both assets and
liabilities. Patrick Nelson, managing member, signed the petition.
Judge Kimberley H. Tyson oversees the case.
Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP is
the Debtor's legal counsel.
55 EAST: Seeks to Sell Brooklyn Property in Auction
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55 East 21st Co., LLC, seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to sell its property
located at 55 East 21st Street, Brooklyn, New York, in an Auction
on February 19, 2025 at 11:00 am (ET), free and clear of liens,
claims, encumbrances, and other interests.
The Debtor's real property consists of 60 residential units, of
which 57 are occupied.
The Debtor says it entered into a consolidated, amended and
restated note with BRC E21st Lender LLC, in the original principal
amount of $10,500,000.
The Debtor retains Northgate Real Estate Group as real estate
broker.
The Debtor aims to receive the greatest value for the Property and
developed the bidding procedures that reflect its objective of
conducting the Auction in a controlled, but fair and open, fashion
that promotes interest in the Property by financially-capable,
motivated bidders who are likely to close a transaction, while
simultaneously discouraging non serious offers and offers from
persons the Debtor does not believe are sufficiently capable or
likely to actually consummate a transaction.
The salient provisions of the bidding procedures include:
Bidding deadline on February 17, 2025 at 4:00 pm ET
Qualifying deposit of 10 % due on or before bid deadline
Auction will be held at the offices of A.Y. Strauss LLC at 535
Fifth Avenue, 4th Floor, New York, New York 10017 on February 19,
2025 at 11:00 am (ET)
Northgate's fee will be 5% and $50,000 in the event of a credit
bid
Buyer's premium will be 5% (covers Northgate’s fee)
Only authorized representatives and respective counsel of each of
the Qualified Bidders, and the Debtor shall be permitted to attend
and participate at the Auction.
At the Auction, BRC E21st Lender LLC shall be entitled to credit
bid up to the amount of its allowed secured claim as of the Auction
date.
Each Qualified Bidder shall be required to confirm under oath that
it has not engaged in any collusion with respect to the bidding or
the Auction.
Bidding shall commence at the amount of the highest and best
Qualified Bid(s) submitted by the Qualified Bidders by the Bid
deadline.
Qualified Bidders may submit successive bids in increments of at
least $25,000.
The Auction shall continue until there is only one offer that the
Debtor determines, is the highest and best offer(s) submitted at
the Auction from among the Qualified Bidders. The bidder(s) which
submitted such Successful Bid shall become the Successful
Bidder(s).
Deposits submitted by the Qualified Bidders who do not become the
Successful bidder shall be returned by the Debtor within five
business days after the Sale is consummated with the successful
bidder.
The Debtor is also required to highlight extraordinary provisions
including "sale free and clear," tax exemption, fraudulent
conveyance, and successor liability.
The Debtor requests that in conjunction with the Sale, it be
permitted to assign to the successful purchaser(s) any existing
executory contracts and unexpired leases relating to the Property.
Any response or objections to the bidding procedures must be in
writing and submitted no later than December 11, 2024 at 4:00 p.m.
(prevailing E.T.) to counsel to the Debtor, A.Y. Strauss LLC, 290
West Mount Pleasant Avenue, Suite 3260, Livingston, New Jersey
07039, Attn: Eric H. Horn, Esq.
About 55 East 21st Co. LLC
55 East 21st Co., LLC in Brooklyn, NY, sought relief under Chapter
11 of the Bankruptcy Code filed its voluntary petition for Chapter
11 protection (Bankr. E.D.N.Y. Case No. 24-43507) on Aug. 22, 2024,
listing as much as $10 million to $50 million in both assets and
liabilities. Jonathan Bombart as managing member, signed the
petition.
Judge Elizabeth S. Stong presides over the case.
Eric H Horn, Esq., at A.Y. STRAUSS LLC, serves as the Debtor's
legal counsel.
7 DAYS NEW ROOF: Claims to be Paid From Continued Operations
------------------------------------------------------------
7 Days New Roof, Inc. f/k/a May Custom Home, Inc., filed with the
U.S. Bankruptcy Court for the Middle District of Florida a Plan of
Reorganization for Small Business dated October 1, 2024.
The Debtor is a Florida corporation formed in February of 1996. The
Debtor is a roofing company that operates throughout Central
Florida and the Florida West Coast.
The Debtor's financial projections show that the Debtor will be
able to distribute projected disposable income to the holders of
allowed administrative, priority tax, secured, and unsecured
creditors. The loans with Bank of Central Florida and Kubota Credit
Corporation are unimpaired and payments will be made on the dates
set forth in the loan documents. The Debtor will make payments to
holders of priority tax claims beginning on the fifteenth day of
the month following the Effective Date and payments will continue
on the fifteenth day of each month.
Unsecured creditors holding allowed unsecured claims (Class 4)
shall receive their pro-rata share of the Quarterly Unsecured
Creditor Payment, which shall be made on a quarterly basis over a
period of five years or twenty quarters, commencing thirty days
after the Effective Date. The Plan also provides for projected
disposable income to be distributed by the Debtor on a semi-annual
basis. The Debtor anticipates that the Plan will be confirmed in
January of 2025.
If the Plan is confirmed in January of 2025, the first Quarterly
Unsecured Payment to unsecured creditors will be made on
approximately February 15, 2025, and the final Quarterly Unsecured
Payment to unsecured creditors will be made on approximately
December 15, 2030. The distributions under the Plan will be derived
from (i) existing cash on hand on the Effective Date, and (ii)
revenues generated by continued business operations.
This Plan of Reorganization proposes to pay creditors of the Debtor
from proceeds from continuing operations. Creditors will receive
payments set forth in the Plan. In addition to fixed payments,
creditors will receive their pro-rata share of net disposable
income over the life of the Plan. The Debtor, as reorganized
pursuant to this Plan, is hereafter referred to as the "Reorganized
Debtor" in this Bankruptcy Case (the "Reorganized Case").
Class 4 consists of all nonpriority unsecured claims. Holders of
allowed non-priority unsecured claims shall receive their pro-rata
share of the Unsecured Creditor Payment and Excess Cash
Distribution. Class 4 is impaired by the Plan.
Class 5 is comprised of all equity interests in the Debtor. All
shareholders will retain their equity interests in the Debtor. No
distributions will be made to equity shareholders until the
distributions to Class 4 have been made pursuant to the terms of
the Plan.
Payments required under the Plan will be funded from (i) existing
cash on hand on the Effective Date, and (ii) revenues generated by
continued operations.
A full-text copy of the Plan of Reorganization dated October 1,
2024 is available at https://urlcurt.com/u?l=BmKzHJ from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Scott A. Stitcher, Esq.
Stitcher Riedel Blain & Postler, P.A.
110 East Madison Street, Suite 200
Tampa, Florida 33602
Phone: (813) 229-0144
Email: sstitcher@srbp.com
About 7 Days New Roof
7 Days New Roof, Inc., is a roofing company that operates
throughout Central Florida and the Florida West Coast.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-03749) on July 3,
2024, with $100,001 to $500,000 in assets and $500,001 to $1
million in liabilities.
Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Postler,
P.A., is the Debtor's legal counsel.
AEROBIOTIX LLC: Horizon Tech Marks $200,000 Loan at 16% Off
-----------------------------------------------------------
Horizon Technology Finance Corporation has marked its $200,000 loan
extended to Aerobiotix, LLC to market at $168,000 or 84% of the
outstanding amount, according to a disclosure contained in Horizon
Tech's Form 10-Q for the quarterly period ended September 30, 2024,
filed with the Securities and Exchange Commission.
Horizon Tech is a participant in a Term Loan to Aerobiotix, LLC.
The Loan accrues interest at a rate of 9% per annum. The loan
matures on April 1, 2028.
Horizon Tech was organized as a Delaware corporation on March 16,
2010 and is an externally managed, non-diversified, closed-end
investment company. Horizon Technology Finance Corporation has
elected to be regulated as a business development company under the
1940 Act. In addition, for tax purposes, has elected to be treated
as a regulated investment company as defined under Subchapter M of
the Internal Revenue Code of 1986, as amended.
Horizon Tech is led by Robert D. Pomeroy, Jr., Chief Executive
Officer and Chairman of the Board; and Daniel R. Trolio, Chief
Financial Officer. The fund can be reach through:
Robert D. Pomeroy, Jr.
Horizon Technology Finance Corporation
312 Farmington Avenue
Farmington, CT, 06032
Telephone: (860) 676-8654
Aerobiotix is a pioneer in air quality management solutions for
healthcare. Its medical-grade products use ultraviolet light, HEPA
or ULPA filters, and Intraviolet™ core technology to remove 99.9%
of bacteria, viruses and spores.
AGEAGLE AERIAL: Receives Non-Compliance Notice From NYSE American
-----------------------------------------------------------------
AgEagle Aerial Systems Inc. announced that on October 30, 2024, the
Company received written notice from the NYSE American, LLC stating
that it is not in compliance with the continued listing standards
set forth in:
(i) Section 801(h) of the NYSE American Company Guide because
the Company's Board of Directors is not comprised of at least 50%
independent directo and
(ii) Section 803B(2)(c) of the Company Guide because the
Company's Audit Committee is not comprised of at least two
independent members.
The Notice stated that the Company will have until the earlier of
its next annual meeting or one year from the date of its
noncompliance with the Board Composition Requirement to appoint at
least one additional independent director to the Board; provided,
however, that if the annual shareholders meeting occurs no later
than 180 days following the event that caused the noncompliance,
the Company shall instead have 180 days from such event to regain
compliance with the Board Composition Requirement.
The Notice also stated that the Company will have until the earlier
of its next annual meeting or one year from the date of its
noncompliance with the Audit Committee Composition Requirement to
appoint at least one additional independent member to the Audit
Committee; provided, however, that if the annual shareholders
meeting occurs no later than 75 days following the event that
caused the noncompliance, the Company shall instead have 75 days
from such event to regain compliance with the Audit Committee
Composition Requirement.
As a result of the foregoing, the Company has become subject to the
procedures and requirements of Section 1009 of the Company Guide,
which could, among other things, result in the initiation of
delisting proceedings, unless the Company cures the deficiency in a
timely manner.
The Company intends to regain compliance with the NYSE American's
continued listing standards by undertaking a measure or measures
that are in the best interests of the Company and its shareholders,
including, but not limited to, appointing an additional independent
director to the Board and an additional independent member to the
Audit Committee.
The Company's shares of common stock have not been suspended as a
result of the receipt of the Notice and continue to trade on the
NYSE American.
About AgEagle
AgEagle Aerial Systems Inc. is headquartered in Wichita, Kansas,
and operates through its wholly-owned subsidiaries, focusing on
designing and delivering top-tier drones, sensors, and software to
address critical customer needs. Founded in 2010, AgEagle initially
pioneered proprietary, professional-grade, fixed-wing drones and
aerial imagery-based data collection and analytics solutions for
the agriculture sector. Today, the company is recognized as a
globally respected market leader, offering customer-centric,
advanced, autonomous unmanned aerial systems (UAS) that generate
revenue at the intersection of flight hardware, sensors, and
software across industries, including agriculture,
military/defense, public safety, surveying/mapping, and
utilities/engineering. AgEagle has achieved numerous regulatory
milestones, including government approvals for its commercial and
tactical drones to fly Beyond Visual Line of Sight (BVLOS) and/or
Operations Over People (OOP) in the United States, Canada, Brazil,
and the European Union. It has also received Blue UAS certification
from the Defense Innovation Unit of the U.S. Department of Defense.
More information can be found at www.ageagle.com.
Orlando, Florida-based WithumSmith+Brown, PC, the company's auditor
since 2020, issued a "going concern" qualification in its report
dated April 1, 2024, citing recurring losses from operations, cash
usage exceeding its current cash position, and an accumulated
deficit as factors raising substantial doubt about the company's
ability to continue as a going concern.
During the year ended December 31, 2023, the company incurred a net
loss of approximately $42.4 million. As of June 30, 2024, AgEagle
had $22,830,836 in total assets, $14,756,362 in total liabilities,
and $8,074,474 in total stockholders' equity.
ALCOTT ENTERPRISES: Unsecureds to be Paid in Full over 60 Months
----------------------------------------------------------------
Alcott Enterprises, LLC, filed with the U.S. Bankruptcy Court for
the Central District of California a Chapter 11 Plan of
Reorganization dated October 1, 2024.
The Debtor is an information technology consulting and cyber
security company Debtor has the required licenses to conduct its
business. The Debtor is 100% owned by Jordan Alcott.
The Debtor's assets have an approximate value of $18,516.42
(excluding potential claims against third parties for which the
potential value remains unknown).
This Plan is a plan of reorganization. In other words, the Debtor
seeks to make payments under the Plan to holders of allowed claims.
The timing of payments to particular creditor groups will depend
upon their classification under the Plan.
Class 3 consists of General Unsecured Claims. In the present case,
the Debtor estimates that Class 3 general unsecured debt totals
$246,970.73. Class 3 will be paid in full pro rata over sixty
months. Debtor's projected disposable income for the 60 months
after the effective date of the plan projects that these payments
are feasible.
Payments to Class 3 will not commence until administrative claims
have been paid in full and, therefore, payments are projected to
commence in month 8 of the plan. Debtor shall disburse $1,263.17
monthly to Class 3 in for the first 5 months of disbursements,
$3,263.17 monthly for the next 12 months and $5,597.13 monthly for
the final 36 months. Class 3 creditors shall receive a pro rata
distribution from each monthly disbursement.
Upon confirmation of this Plan, the existing equity interest holder
of Debtor shall retain his equity interest in the reorganized
Debtor with the same ownership percentage as held on the petition
date, subject to the terms and conditions of this Plan.
The Plan will be funded from Debtor's continued operations.
Post-confirmation management shall remain the same as the current
management which consists of Jordan Alcott.
A full-text copy of the Plan of Reorganization dated October 1,
2024 is available at https://urlcurt.com/u?l=VP6uD3 from
PacerMonitor.com at no charge.
Proposed Attorney for the Debtor:
Thomas B. Ure, Esq.
Ure Law Firm
8280 Florence Avenue, Suite 200
Downey, CA 90240
Tel: (213) 202-6070
Fax: (213) 202-6075
About Alcott Enterprises
Alcott Enterprises, LLC is an information technology consulting and
cyber security company Debtor has the required licenses to conduct
its business.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-14992) on June 25,
2024, with $100,001 to $500,000 in assets and $500,001 to $1
million in liabilities.
Judge Julia W. Brand presides over the case.
Thomas B. Ure Esq., at Ure Law Firm, represents the Debtor as
bankruptcy counsel.
ALLEN MEDIA: Begins Private Debt Negotiations with Lenders
----------------------------------------------------------
Reshmi Basu of Bloomberg News reports that the creditors of Byron
Allen's media conglomerate have begun confidential negotiations
with the company to work out a deal to address its significant
debt, according to sources familiar with the matter.
Allen Media Group, which owns The Weather Channel and other
television stations, is supported by a team of advisers as it faces
looming debt maturities, Bloomberg reported.
Meanwhile, different creditor groups have signed cooperation
agreements, binding them to collaborate during the debt
discussions, the report added. The company's $840 million term
loan, due in 2027, is currently trading at a record low of 65 cents
on the dollar, the report stated.
About Allen Media
Allen Media LLC operates as a media company. The Company
specializes in video production, photography, senior pictures,
business portraits, graphic design work, photo editing, and
screenplay analysis services.
ALTICE USA: Posts $43 Million Net Loss in Fiscal Q3
---------------------------------------------------
Altice USA reported its results for the third quarter ended
September 30, 2024.
Dennis Mathew, Altice USA Chairman and Chief Executive Officer,
said: "Over the last two years, we've made significant progress in
strengthening our networks, stabilizing our operations, and setting
a strong foundation for long-term growth. These efforts have
resulted in positive momentum across our fiber and mobile product
lines in the third quarter. Our focus remains on transforming our
business for future growth with significant revenue opportunities,
including expanding our advanced product portfolio, increasing
penetration of our best-in-class fiber network, and driving
operational efficiencies with a sustainable capital structure.
Executing on these goals will drive free cash flow, increase
shareholder value and support sustainable long-term growth over
time."
Third Quarter 2024 Financial Overview
* Total revenue of $2.2 billion (-3.9% year over year)
* Residential revenue of $1.7 billion (-5.6% year over year)
* Residential revenue per user of $135.77 (-1.9% year over
year)
* Business Services revenue of $366.4 million (-0.1% year over
year)
* News and Advertising revenue of $117.7 million (+9.5% year
over year)
* Net income (loss) attributable to stockholders of ($43)
million ($(0.09)/share on a diluted basis) in Q3 2024 and $66.8
million ($0.15/share on a diluted basis) in Q3 2023
* Net cash flows from operating activities of $436.0 million
in Q3 2024 and $474.5 million in Q3 2023
* Adjusted EBITDA of $862 million (-5.8% year over year), and
margin of 38.7%
* Cash capital expenditures of $359.2 million (+1.7% year over
year) and Capital intensity(3) of 16.1% (13.1% excluding fiber and
new builds)
◦We remained disciplined on capital spend over the course of the
year and now anticipate cash capital expenditures of $1.5 billion
in full year 2024, representing a $200 million dollar reduction
compared to full year 2023 cash capital expenditures
* Free Cash Flow(2) of $76.9 million, including $115 million
of higher cash interest in Q3 2024 year over year
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at:
https://tinyurl.com/3vjusrau
About Altice USA Inc.
Altice USA, Inc. is an American cable television provider.
* * *
As reported by the TCR on May 17, 2024, S&P Global Ratings lowered
all its ratings on Altice USA Inc. one notch, including the issuer
credit rating to 'CCC+', and removed them from Credit Watch, where
it placed them with negative implications on May 2, 2024. The
negative outlook reflects that S&P could lower its ratings if the
company opts to pursue a debt restructuring over the next year.
S&P said, "We believe Altice USA's capital structure is
unsustainable. We believe the company is vulnerable to nonpayment
long term and depends on favorable business, financial, and
economic conditions to meet its financial obligations as they come
due in 2027 and beyond. We believe it is more likely than not that
Altice USA will enter into a distressed debt restructuring that we
consider tantamount to default, or it could face bankruptcy long
term."
AMERICAN WARRIOR: Case Summary & 14 Unsecured Creditors
-------------------------------------------------------
Debtor: American Warrior Construction, Inc.
118 E Laurel
Garden City, KS 67846
Business Description: The Debtor is a construction company based
in Garden City, KS.
Chapter 11 Petition Date: November 14, 2024
Court: United States Bankruptcy Court
District of Kansas
Case No.: 24-11168
Judge: Hon. Mitchell L Herren
Debtor's Counsel: Nicholas R. Grillot, Esq.
HINKLE LAW FIRM LLC
1617 N. Waterfront Parkway, Suite 400
Wichita, KS 67206
Tel: 316-267-2000
Fax: 316-264-1518
E-mail: ngrillot@hinklaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Amro M. Samy as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 14 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/GGZUJFI/American_Warrior_Construction__ksbke-24-11168__0001.0.pdf?mcid=tGE4TAMA
AMERINVEST LLC: Sec. 341(a) Meeting of Creditors on Dec. 3
----------------------------------------------------------
Amerinvest LLC filed Chapter 11 protection in the Eastern District
of Virginia. According to court documents, the Debtor reports
between $1 million and $10 million in debt owed to 1 and 49
creditors. The petition states funds will be available to unsecured
creditors.
A meeting of creditors under Sec. 341(a) to be held on 12/3/2024 at
2:00 PM at Alexandria division (11): Office of the U.S. Trustee,
Telephonic meeting.
About Amerinvest LLC
Amerinvest LLC is primarily engaged in renting and leasing real
estate properties.
Amerinvest LLC sought relief under Subchapter V of Chapter 11 of
the U.S. Bankruptcy Code (Bankr.
The Debtor is represented by:
David C. Jones, Jr., Esq.
LAW OFFICE OF DAVID C. JONES, JR.
10617 Jones Street, #301-A
Fairfax, VA 22030
Tel: 703-273-7350
Email: davidcjonesjr@gmail.com
ARCH THERAPEUTICS: Extends Note Maturities to Nov. 30
-----------------------------------------------------
Arch Therapeutics Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that the Company
entered into the following amendments effective October 29, 2024:
a. Amendment No. 20 to the First 2022 Notes with the holders
of the Company's outstanding Senior Secured Convertible Promissory
Notes, as separately amended on February 14, 2023, through
September 15, 2024, issued in connection with a private placement
financing the Company completed on July 6, 2022.
b. Amendment No. 15 to the Third 2022 Notes with the holders
of the Company's outstanding Unsecured Convertible Promissory
Notes, as separately amended on June 15, 2023, through and
September 15, 2024, issued in connection with a private placement
financing the Company completed on May 15, 2023.
c. Amendment No. 6 to the Fourth 2022 Notes with the holders
of the Company's outstanding Unsecured Convertible Promissory
Notes, as separately amended on March 15, 2024, through September
15, 2024 issued in connection with a private placement financing
the Company completed on March 12, 2024.
d. Amendment No. 4 to the First 2024 Notes with the holders of
the Company's outstanding Senior Secured Convertible Promissory
Notes, as separately amended on June 30, 2024, August 15, 2024 and
September 15, 2024 issued in connection with a private placement
financing the Company completed on May 15, 2024.
Under the Amendments to the Notes, the Notes were amended to extend
the date of the completion of an "Uplist" and to extend the
respective maturity date of each of the Notes from September 30,
2024 to November 30, 2024. In addition to the foregoing, Amendment
No. 4 to the First 2024 Notes also increased the outstanding
principal amount of the Additional Notes issued in connection with
the Fourth Closing, Fifth Closing, Sixth Closing, Seventh Closing
and Eighth Closing in connection with the SPA dated May 15, 2024,
as amended on September 15, 2024, by a factor of 1.03.
About Arch Therapeutics Inc.
Framingham, Mass.-based Arch Therapeutics, Inc. is a biotechnology
company focused on developing and marketing products based on its
innovative AC5 self-assembling technology platform.
Los Angeles, Calif.-based Weinberg & Company, P.A., the company's
auditor since 2024, issued a "going concern" qualification in its
report dated February 14, 2024. The report indicated that during
the year ended September 30, 2023, the company incurred a net loss
and utilized cash flows in operations, with recurring losses since
inception. These conditions raise substantial doubt about the
company's ability to continue as a going concern.
For the year ended September 30, 2023, Arch Therapeutics recorded a
net loss of $6,982,836. As of June 30, 2024, the company had
$1,397,644 in total assets, $13,958,210 in total current
liabilities, and $12,560,566 in total stockholders' deficit.
ASHFORD HOSPITALITY: The Vanguard Group Holds 3.38% Equity Stake
----------------------------------------------------------------
The Vanguard Group disclosed in a Schedule 13G/A Report filed with
the U.S. Securities and Exchange Commission that as of September
30, 2024, it beneficially owned 1,699,893 shares of Ashford
Hospitality Trust, Inc.'s Common Stock, representing 3.38% of the
shares outstanding.
A full-text copy of Vanguard Group's SEC Report is available at:
https://tinyurl.com/4zzp8znu
About Ashford Hospitality
Headquartered in Dallas, Texas, Ashford Hospitality Trust, Inc.
operates as a self-advised real estate investment trust focusing on
the lodging industry.
Ashford Hospitality Trust reported a net loss of $180.73 million
for the year ended Dec. 31, 2023, compared to a net loss of $141.06
million for the year ended Dec. 31, 2022. As of Dec. 31, 2023, the
Company had $3.46 billion in total assets, $3.69 billion in total
liabilities, $22.01 million in redeemable noncontrolling interests
in operating partnership, $79.98 million in Series J Redeemable
Preferred Stock, $0.01 par value (3,475,318 shares issued and
outstanding at December 31, 2023), $4.78 million in Series K
Redeemable Preferred Stock, $0.01 par value (194,193 shares issued
and outstanding at December 31, 2023), and $331.04 million in total
deficit.
* * *
Egan-Jones Ratings Company, on May 5, 2023, maintained its 'CCC+'
foreign currency and local currency senior unsecured ratings on
debt issued by Ashford Hospitality Trust, Inc.
On March 1, 2024, the Company received notice that the hotel
properties securing the KEYS Pool A and KEYS Pool B loans had been
transferred to a court-appointed receiver.
On March 6, 2024, the Company sold the Residence Inn Salt Lake City
in Salt Lake City, Utah, for $19.2 million in cash. As reported by
the TCR on April 22, the Company closed on the sale of the 390-room
Hilton Boston Back Bay in Boston, Massachusetts, for $171 million.
On April 29, it closed on the sale of the 85-room Hampton Inn in
Lawrenceville, Georgia, for $8.1 million. On May 27, Ashford closed
a $267 million refinancing of the mortgage loan for the 673-room
Renaissance Hotel in Nashville, Tennessee, which had a final
maturity date of March 2026. On June 14, the Company closed on the
sale of the 90-room Courtyard located in Manchester, Connecticut,
for $8 million.
ASPEN ELECTRONICS: Hires Kutner Brinen Dickey Riley as Counsel
--------------------------------------------------------------
Aspen Electronics Manufacturing, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Colorado to employ Kutner
Brinen Dickey Riley, P.C. as counsel.
The firm will provide these services:
a. provide the Debtor with legal advice with respect to its
powers and duties;
b. aid the Debtor in the development of a plan of
reorganization under Chapter 11;
c. file the necessary petitions, pleadings, reports, and
actions which may be required in the continued administration of
the Debtor's property under Chapter 11;
d. take necessary actions to enjoin and stay until final
decree herein continuation of pending proceedings and to enjoin and
stay until final decree herein commencement of lien foreclosure
proceedings and all matters as may be provided under 11 U.S.C.
§362; and
e. perform all other legal services for the Debtor which may
be necessary herein.
The firm will be paid at these rates:
Jeffrey S. Brinen $515 per hour
Jonathan M. Dickey $375 per hour
Keri L. Riley $375 per hour
Jenny M. Fujii $410 per hour
Kutner Brinen Dickey Riley received a pre-Petition retainer of
$40,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jeffrey S. Brinen, Esq., a partner at Kutner Brinen Dickey Riley,
P.C., disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Jeffrey S. Brinen, Esq.
Jenny M.F. Fujii, Esq.
Kutner Brinen Dickey Riley, P.C.
1660 Lincoln Street, Suite 1720
Denver, CO 80264
Tel: (303) 832-2400
Email: jsb@kutnerlaw.com
About Aspen Electronics Manufacturing, Inc
Aspen Electronics Manufacturing Inc. is an electronics manufacturer
in Westminster, Colorado.
Aspen Electronics Manufacturing sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Col. Case No.
24-16558) on Nov. 1, 2024. In the petition filed by Giao Le, as
president, the Debtor reports total assets of $1,828,289 and total
liabilities of $2,710,940.
Bankruptcy Judge Joseph G. Rosania Jr. handles the case.
The Debtor is represented by Jenny M.F. Fujii, Esq., at KUTNER
BRINEN DICKEY RILEY PC.
ASSOCIATION MOTOR: Seeks to Hire Fallon Law PC as Attorney
----------------------------------------------------------
Association Motor Club, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to employ Fallon Law PC
as attorney.
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 amended 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 for the Debtor as
Debtor-in-Possession that may be necessary herein.
The firm will be paid at these rates:
Brad Fallon $350 per hour
Paralegals $125 per hour
The firm will be paid a retainer in the amount of $4,500.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Brad Fallon, Esq., a partner at Fallon Law PC, 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:
Brad Fallon
Fallon Law PC
1201 W. Peachtree St. NW, Suite 2625
Atlanta, Georgia 30309
Tel: (404) 849-2199
Fax: (470) 994-0579
Email: brad@fallonbusinesslaw.com
About Association Motor Club, LLC
Association Motor Club, LLC, doing business as Auto Spa Bistro, is
an Atlanta-based company engaged in cleaning, washing and waxing
automotive vehicles.
Association Motor Club sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-57098) on July 9,
2024, with assets of $100,000 to $500,000 and liabilities of $1
million to $10 million. Lemont Bradley, owner, signed the
petition.
Judge Lisa Ritchey Craig oversees the case.
The Debtor is represented by William Rountree, Esq., at Rountree,
Leitman, Klein & Geer, LLC.
ATARA BIOTHERAPEUTICS: The Vanguard Group Holds 3.18% Stake
-----------------------------------------------------------
The Vanguard Group disclosed in a Schedule 13G/A Report filed with
the U.S. Securities and Exchange Commission that as of September
30, 2024, it beneficially owned 180,715 shares of Atara
Biotherapeutics, Inc.'s Common Stock, representing 3.18% of the
shares outstanding.
A full-text copy of Vanguard Group's SEC Report is available at:
https://tinyurl.com/3c7yz9dr
About Atara Biotherapeutics
Headquartered in Thousand Oaks, California, Atara Biotherapeutics,
Inc. -- atarabio.com -- is harnessing the natural power of the
immune system to develop off-the-shelf cell therapies for
difficult-to-treat cancers and autoimmune conditions that can be
rapidly delivered to patients from inventory. With cutting-edge
science and a differentiated approach, Atara is the first company
in the world to receive regulatory approval of an allogeneic T-cell
immunotherapy. The company's advanced and versatile T-cell platform
does not require T-cell receptor or HLA gene editing and forms the
basis of a diverse portfolio of investigational therapies targeting
EBV, the root cause of certain diseases. This includes
next-generation AlloCAR-Ts designed for best-in-class opportunities
across a broad range of hematological malignancies and B-cell
driven autoimmune diseases.
San Francisco, Calif.-based Deloitte & Touche LLP, the company's
auditor since 2013, issued a "going concern" qualification in its
report dated March 28, 2024, citing that the company's recurring
losses from operations raise substantial doubt about its ability to
continue as a going concern.
Atara Biotherapeutics reported net losses of $276.1 million and
$228.3 million for the years ended December 31, 2023, and 2022,
respectively. As of March 31, 2024, the company had $165.27 million
in total assets, $263.58 million in total liabilities, and a total
stockholders' deficit of $98.31 million.
ATI PHYSICAL: Posts $33.8 Million Net Loss in Fiscal Q3
-------------------------------------------------------
ATI Physical Therapy, Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss attributable of $33.8 million to the Company on $190
million net revenues for the three months ended September 30, 2024,
compared to a net loss of $15.2 million attributable to the Company
on $177.5 million in total operating revenues for the three months
ended September 30, 2023.
For the nine months ended September 30, 2024, the Company reported
a net loss of $52.2 million attributable to the Company on $559.6
million in net revenues, compared to a net loss of $64.2 million
attributable to ATI Physical on $516.7 million in net revenues for
the same period in 2023.
As of September 30, 2024, the Company had $967.3 million in total
assets, $889.6 million in total liabilities, $238.9 million in
mezzanine equity, and $161.1 million in total stockholders'
deficit.
"Our consistent efforts to provide access to quality treatment for
our patients underscores our strong operational performance in the
third quarter," said Sharon Vitti, Chief Executive Officer of ATI.
"We continue to see year-over-year growth in several key areas."
Ms. Vitti continued, "A key enabler to our operational success in
the quarter was our continued focus on retaining and attracting
top-tier talent. Our clinician retention rate remains steady at
pre-pandemic levels and is validated by the results of our recent
engagement survey, which showed that our clinicians feel valued and
supported. We are committed to investing in our team, knowing that
an engaged workforce is critical to maintaining excellence in
patient care and operational growth. In addition, we grew our
clinician headcount, adding 3% to our base year-over-year. This
helps us meet rising patient demand and supports our ongoing
efforts to improve access to care in the communities we serve."
Joe Jordan, Chief Financial Officer of ATI, stated, "Our
operational advancements stem from our deliberate focus on both our
people and operational excellence. We were pleased to report
improved revenue and Adjusted EBITDA1 compared to Q3 of last year
and results that were near the top end of our guidance. For the
fourth quarter, we are projecting revenue to be in the range of
$182 million and $192 million, with Adjusted EBITDA2 expected to
land between $9 million and $14 million. Notwithstanding our
operational performance, our liquidity position requires us to
pursue additional capital or financing in order to fund our
operations and meet our liquidity needs in the near term."
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/y8c36kvh
About ATI Physical Therapy
Headquartered in Bolingbrook, Ill., ATI Physical Therapy, Inc.,
together with its subsidiaries, is a nationally recognized
healthcare company specializing in outpatient rehabilitation and
adjacent healthcare services. The Company provides outpatient
physical therapy services under the name ATI Physical Therapy and,
as of Dec. 31, 2023, had 896 clinics located in 24 states (as well
as 18 clinics under management service agreements).
Chicago, Ill.-based Deloitte and Touche LLP, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated Feb. 27, 2024, citing that the Company has experienced
recurring losses from operations and negative cash flows from
operations and requires operational improvement in order to meet
its obligations as they become due over the next 12 months and
maintain compliance with debt covenants, which raises substantial
doubt about its ability to continue as a going concern.
AVAYA LLC: Fitch Affirms 'CCC+' Issuer Default Rating
-----------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) of Avaya Holdings Corp. and Avaya LLC (collectively, Avaya)
at 'CCC+'. Fitch has also affirmed the 'B-' with Recovery Rating of
'RR3' ratings on Avaya's first lien secured term loan. Avaya LLC is
the issuer of debt.
The ratings primarily reflect Fitch's expectation that Avaya will
generate negative FCF in the near term. The company faces
significant ongoing restructuring costs and the need for further
investment as it transitions to cloud-based/hybrid contact center
and customer experience offerings. Avaya's cash balance, which is
projected to exceed $500 million at FYE 2024, provides it with
moderate financial flexibility to execute its strategy. However,
Fitch believes there is execution risk given the intensely
competitive environment in the contact center and customer
experience markets.
Key Rating Drivers
Weak FCF Generation: Fitch expects Avaya to generate negative FCF
over the rating horizon, burning about $95 million in FY25, due to
a heavy interest burden, high restructuring expenses, and the
continued shift away from perpetual software license and
maintenance contracts to cloud-based and hybrid offerings. Fitch's
EBITDA calculations exclude certain add-backs that Avaya makes,
including normalized revenue that eliminates GAAP revenue and
EBITDA cyclicality.Fitch does capture the cash movements of these
adjustments in its FCF forecasts. Fitch expects the company to be
able to sustain its cash burn rate without requiring support from
external partners given its large cash balance, and the FCF burn
rate should improve over time if the company successfully executes
on its transformation plan.
Top Line Pressure: Fitch expects fiscal year 2025 revenue to
decline in the high single-digit to low double-digit range due to
customer attrition mainly in the unified communications (UC) space,
planned exits from certain regions, and the effect of the
continuing shift away from on-premise product solutions to
subscription and cloud-based solutions.Due to intense competition
in the UC space, Avaya is shifting its focus toward the contact
center (CC) market. Fitch predicts that revenue will remain under
pressure until a stable base of customers, primarily in the CC
market and key regions, is established. However, Avaya's meaningful
base of recurring revenues, which are typically under contract,
provide some level of stability. Avaya generated approximately 76%
of total revenues from recurring contracts in FY24.
On-going Cost Savings Program: Fitch expects positive EBITDA for
FY24 and beyond due to ongoing cost optimization measures and
bottoms-up reorganization. Avaya's management is focused on
right-sizing the company's cost structure, implementing a plan in
2023 aimed at saving approximately $525 million in annualized costs
and rolling out additional initiatives targeting an additional $270
million of cost reduction in the near-term. Fitch expects lower
costs to support improved EBITDA generation in 2025 despite revenue
declines.
Manageable Execution Risk: Fitch believes there is sufficient
operational flexibility for Avaya to continue to achieve positive
EBITDA within the next two years. However, this achievement depends
on the successful development and expansion of competitive
cloud-based CC offerings, as well as Avaya's new management team's
ability to implement cost control and achieve operating efficiency.
Operating profitability is still likely achievable in the mid-term
despite taking a conservative view of Avaya's ability to grow
revenue and its effectiveness in cost-saving under Fitch's forecast
assumption.
Diversified Customer Base: Avaya's revenue base is diversified from
a customer, geographic and industry perspective. Retention of large
customers also remained high pre-and post-emergence. Avaya's
indirect channel, with more than 8,000 active channel partners
including agents at the end of fiscal 2024, extends the company's
sales reach to about 180 countries worldwide. Avaya had
approximately 53,000 customers at the end of fiscal 2024.
Approximately 43% of total revenue is generated outside the U.S.
Post-Emergence Capital Structure: Avaya's restructuring materially
strengthened its balance sheet. Outstanding debt decreased by more
than 75% to approximately $810 million from approximately $3.4
billion at the time Avaya sought Chapter 11 protection in March
2023. Still, leverage remains high at around 7.0x in FY24 based on
Fitch's forecast. Liquidity is solid, with available cash of about
$550 million as of Sept. 30, 2024 and access to an undrawn $128
million ABL subject to letters of credit outstanding and the
borrowing base.
Derivation Summary
Avaya faces numerous competitors given its cloud-based, on-premise
and hybrid solutions for CC and UC applications. Avaya is a large
vendor in the global UC industry but is substantially smaller and
less diversified than its primary competitors in the enterprise
market: Zoom, Cisco, and Microsoft. Additional competitors in the
enterprise market include NEC, Atos Unify, Alcatel-Lucent
Enterprise and Huawei. In the mid-market UC industry, competitors
include Mitel, NEC, Cisco and Microsoft.
Cloud-based offerings generated strong growth in small and
medium-sized enterprises and mid-market segments, and are
penetrating enterprise clients. Companies are shifting to
cloud-based solutions, which provide for lower total cost of
ownership and increased deployment speed.
Avaya's primary competitors in cloud products and services include
Cisco, Microsoft, RingCentral, 8x8, Mitel, Zoom, LogMeIn and
others. Avaya's business is shifting toward private, public and
hybrid cloud offerings from traditional premise-based
infrastructure models. The company expects to continue supporting
on-premise business models where required by the customer. support
of customers that have requirements and/or business models
primarily on-premise offerings allowed the company to maintain a
relatively strong position among large enterprises.
Key Assumptions
- Revenue declines in the high single digit to low double-digit
range in fiscal 2025 before returning to modest growth as the
effects of the transition to the cloud/subscription model tapers
off;
- EBITDA margin improving gradually to the low teen range as cost
saving initiatives take hold;
- Capex representing 3.5%-4.0% of revenue;
- Fitch assumes the following SOFR base rates for 2024, 2025, 2026
and 2027: 5.2%, 4.3%, 3.7% and 3.5%;
- Fitch forecasts FCF deficits during the rating horizon due to the
drag from the shift to subscription-based offerings and high
interest rate environment.
Recovery Analysis
Key Recovery Rating Assumptions
- The recovery analysis assumes that Avaya would be reorganized as
a going-concern in bankruptcy rather than liquidated;
- Fitch has assumed a 10% administrative claim and the $128 million
secured ABL is partially drawn;
- In estimating a distressed EV for Avaya, Fitch contemplates a
scenario in which default may be caused by continued secular
pressure in premise-based offerings, and setbacks in its
subscription/cloud-based products arising from heightened
competitive pressures. Under this scenario, revenue decreases to
$1.5 billion and Avaya's EBITDA margin stabilizes at approximately
8%, resulting in $120 million of going concern EBITDA;
- Fitch assumes that Avaya will receive a going-concern recovery
multiple of 5.5x. The estimate considers several factors, including
the recurring nature of Avaya's revenue, favorable customer
retention, and the competitive dynamics within the industry.
The Enterprise Valuation multiple is supported by:
- Historical bankruptcy case study exit multiples for technology
peer companies, which have ranged from 2.6x to 10.8x;
- Of these companies, five were in the software sector: Allen
Systems Group, Inc (8.4x), Avaya, Inc. (2023: 7.5x, 2017: 8.1x),
Aspect Software Parent, Inc. (5.5x), Sungard Availability Services
Capital, Inc. (4.6x), and RiverbedTechnology Software (8.3x).
Fitch estimates a distressed enterprise valuation, net of
administrative fees, of $594 million. After covering ABL claims,
the remaining value is allocated to Avaya's first lien secured term
loan, resulting in 'B-'/'RR3/57%' ratings on it.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Demonstrate
Credit Improvement
- Fitch's expectation of a trend toward sustained positive FCF in
the rating horizon.
- (CFO-Capex)/Debt sustained above 0%;
- EBITDA interest coverage sustained above 1.5x;
Developments That May, Individually or Collectively, Demonstrate
Credit Weakening
- Accelerating negative FCF;
- Meaningful liquidity deterioration.
Liquidity and Debt Structure
Adequate Liquidity: Avaya has been facing pressure on cash from its
transition to cloud-based/subscription services. Fitch believes
Avaya has adequate liquidity in the near-term based on
approximately $550 million cash balance as of Sept. 30, 2024.
Liquidity is also supported by an undrawn $128 million ABL
facility.
Debt Structure: As of the end of September 2024, Avaya's debt
consists of an outstanding $845 million term loan maturing in 2028
and an undrawn ABL loan of approximately $128 million maturing in
2026. Avaya prepaid $25 million of the term loan in the quarter
ending September 2024. For the term loan, Avaya had the option to
pay part of the interest in kind (PIK) from the closing date until
June 2024, with an interest rate of S+150 payable in cash plus 700
basis points PIK. The company utilized the PIK option for the first
year, and the debt transitioned to cash pay (S+750) effective Q4
FY24.
Issuer Profile
Avaya LLC provides digital communications products, solutions and
services, including contact center and unified communications and
collaboration products and services. Its primary customers are
enterprises and midmarket businesses. Avaya operates in
approximately 180 countries and has about 53,000 customers.
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
Avaya has an ESG Relevance Score of '4' for Governance Structure
due to private equity ownership, which has a negative impact on the
credit profile, and is relevant to the ratings in conjunction with
other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Avaya LLC LT IDR CCC+ Affirmed CCC+
senior secured LT B- Affirmed RR3 B-
Avaya Holdings Corp. LT IDR CCC+ Affirmed CCC+
BALLISTIC FABRICATION: Wins Cash Collateral Access Thru Jan. 31
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona granted
Ballistic Fabrication, LLC's renewed motion for authority to use
cash collateral from Nov. 1, 2024 to Jan. 31, 2025.
The court order authorized the company to use cash collateral to
pay expenses set forth in its projected budget, which shows total
projected expenses of $90,322 for November, $82,022 for December,
and $87,022 for January.
Each creditor with a security interest in cash collateral will be
granted a post-petition lien on cash collateral to the same extent
and with the same validity and priority as its pre-bankruptcy lien.
The order is without prejudice to any subsequent request by any
party for modified adequate protection or restrictions on the
company's use of cash collateral.
About Ballistic Fabrication
Ballistic Fabrication, LLC, a company in Tucson, Ariz., filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. D. Ariz. Case No. 24-06403) on August 4, 2024, with up to
$50,000 in assets and up to $1 million in liabilities.
Judge Brenda Moody Whinery oversees the case.
The Debtor tapped Charles R. Hyde, Esq., at the Law Offices of C.R.
Hyde, PLC as bankruptcy counsel and The Ruboyianes Company, PLLC as
accountant.
BAMBY EXPRESS: Gets Interim OK to Use Cash Collateral Until Nov. 30
-------------------------------------------------------------------
Bamby Express, Inc. received interim approval from the U.S.
Bankruptcy Court for the Northern District of Illinois, Eastern
Division to use the cash collateral of Barrington Bank and Trust
Company and other lien holders until Nov. 30.
The interim order authorized the use of cash collateral to pay the
company's operating expenses in accordance with its budget, which
covers the period from Nov. 1 to Nov. 30.
The budget shows projected total monthly operating expenses of
$18,099.
Any payments must adhere to this budget and any modifications
require consent from the U.S. Small Business Administration.
In return for the use of their cash collateral, SBA and other lien
holders will receive an administrative expense claim and
replacement liens on substantially all of Bamby's assets.
SBA has valid liens totaling $427,100 against the company's
assets.
The next hearing is scheduled for Nov. 27.
About Bamby Express
Bamby Express, Inc. is a small transportation company that operates
a single semi-truck and trailer. It primarily offers freight and
logistics services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill, Case No. 24-13689), with up to
$50,000 assets and up to $500,000 in liabilities. Dusan Cirkovic,
president, signed the petition.
Judge Timothy A. Barnes oversees the case.
Richard G. Larsen Esq., at Springer Larsen, LLC represents the
Debtor as legal counsel.
BANK OF LINDSAY: FDIC Appointed as Receiver
-------------------------------------------
First National Bank of Lindsay, Lindsay, Okla., was closed in
October by the Office of the Comptroller of the Currency (OCC),
which then appointed the Federal Deposit Insurance Corporation
(FDIC) as receiver. To protect depositors, the FDIC entered into a
purchase and assumption agreement with First Bank & Trust Co.
Duncan, Okla., on Oct. 18, 2024, to assume the insured deposits of
The First National Bank of Lindsay.
The sole office of The First National Bank of Lindsay reopened Oct.
21 as a branch of First Bank & Trust Co. Depositors of the failed
bank automatically become depositors of First Bank & Trust Co. The
insured deposits assumed by First Bank & Trust Co. will continue to
be insured by the FDIC, so there is no need for customers to change
their banking relationship to retain their deposit insurance
coverage.
Based on the estimated recoveries of the failed bank assets, the
FDIC was slated to make 50% of uninsured funds available to those
depositors. This amount could increase as the FDIC sells the assets
of the failed bank.
As of June 30, 2024, The First National Bank of Lindsay reported
total assets of $107.8 million and total deposits of $97.5 million.
Approximately $7.1 million of the deposits exceeded FDIC insurance
limits; this amount is likely to change once the FDIC obtains
additional information from customers.
First Bank & Trust Co. agreed to assume the insured deposits for a
6.67% premium. It will also purchase approximately $20 million of
the failed bank's assets. The FDIC will retain the remaining assets
for later disposition.
The FDIC preliminarily estimates that the failure will cost its
Deposit Insurance Fund (DIF) about $43 million. The estimate will
change over time as the assets are sold. Alleged fraud caused the
failure of the bank and cost to the DIF.
The First National Bank of Lindsay is the second bank to fail in
the nation this year. The last bank failure was Republic First
Bank, in Philadelphia, Penn. on April 26, 2024. The last failure in
Oklahoma was The Freedom State Bank, in Freedom, Okla. on June 27,
2014.
BAPAZ 22 PATCHEN: Case Summary & Two Unsecured Creditors
--------------------------------------------------------
Debtor: Bapaz 22 Patchen LLC
22 Patchen Avenue
Brooklyn NY 11221
Business Description: Bapaz 22 Patchen is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: November 14, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-44760
Judge: Hon. Jil Mazer-Marino
Debtor's Counsel: Joshua Reid Brownstein, Esq.
THE LAW OFFICES OF JOSHUA BRONSTEIN &
ASSOCIATES, PLLC
114 Soundview Dr
Port Washington NY 11050
Tel: (516) 698-0202
Email: jbrons5@yahoo.com
Total Assets: $2,000,000
Total Liabilities: $1,500,000
The petition was signed by Shahab Berochim as member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/I7E6PZI/BAPAZ_22_PATCHEN_LLC__nyebke-24-44760__0001.0.pdf?mcid=tGE4TAMA
BCP RENAISSANCE: Moody's Rates New $1.11BB 1st Lien Term Loan 'B2'
------------------------------------------------------------------
Moody's Ratings assigned a B2 rating to BCP Renaissance Parent
L.L.C.'s proposed $1.11 billion senior secured 1st lien Term Loan B
due 2028. BCP Renaissance's ratings, including its B2 Corporate
Family Rating, and stable outlook are unaffected. BCP Renaissance
will use the proceeds from the $25 million incremental term loan
borrowing to pay a distribution to its sponsor. Moody's expect to
withdraw ratings on BCP Renaissance's existing term loan B
following its extinguishment.
"BCP Renaissance's proposed $25 million debt funded distribution
will negatively impact the company's already high financial
leverage," said Jake Leiby, Moody's Ratings Vice President. "The
negative effect of the incremental debt on its credit profile is
somewhat offset by the modest improvement in Rover's counterparty
credit quality this year, reduced interest costs from repricing the
TLB, and recently signed contracts that extend revenue visibility
and reduce recontracting risk."
RATINGS RATIONALE
The secured Term Loan is rated B2, the same as the B2 CFR,
reflecting a single class of debt with no other priority-claim debt
present ahead of the term loan in BCP Renaissance's capital
structure.
BCP Renaissance's B2 CFR is supported by the stability of cash flow
generated by its investment in ET Rover Pipeline LLC (ET Rover,
unrated). ET Rover is an intermediate holding company that owns a
65% interest in Rover Pipeline LLC (Rover, unrated) and Rover is a
700+ mile pipeline transporting natural gas from Appalachia to the
demand centers in the Midwest, Gulf Coast, and Canada. Rover has
been fully in-service since September 2018 and 90% of its 3.4
billion cubic feet per day (Bcfd) capacity is underpinned by
long-term contracts with shippers that have a weighted average
credit rating of Ba2. Although Rover is a strategic asset, BCP
Renaissance is heavily indebted with stand-alone leverage above 7x
and FFO/debt below 10%. The term loan's cash flow sweep feature
reduces BCP Renaissance's leverage over time, but the proposed $25
million incremental term loan and incremental borrowings taken on
to fund a distribution to its sponsor in 2023 have reversed that
deleveraging.
The stable outlook reflects Moody's expectation for leverage to
slowly improve as excess cash flow is swept toward debt reduction.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
BCP Renaissance's ratings could be downgraded if the credit quality
of Rover's contracted shippers deteriorate, if stand-alone
debt/EBITDA exceeds 7.5x, or if interest coverage falls below
1.5x.
A rating upgrade could be considered if stand-alone debt/EBITDA
declines towards 6x with interest coverage ((FFO +
Interest)/Interest) exceeding 2.0x and stable or improved Rover
counterparty credit quality.
The Blackstone Group L.P. (Blackstone), through Blackstone Energy
Partners II L.P. and Blackstone Capital Partners VII L.P., formed
BCP Renaissance Parent L.L.C to own a 49.9% equity interest in ET
Rover Pipeline LLC, the entity through which it and Energy Transfer
LP (ET, Baa2 stable) holds a combined 65% interest in Rover (a 719
mile, 3.425 Bcfd interstate natural gas pipeline). The remaining
35% interest in Rover is held by Traverse Midstream Partners LLC
(Traverse, B2 stable), a portfolio company controlled by The Energy
and Minerals Group (EMG).
The principal methodology used in this rating was Natural Gas
Pipelines published in April 2024.
BENNETT ELECTRICAL: Hires Joseph G. Butler as Legal Counsel
-----------------------------------------------------------
Bennett Electrical, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Massachusetts to employ Law Office of
Joseph G. Butler as counsel.
The firm will provide these services:
a. provide legal advice with respect to the Debtor's powers
and duties as debtor-in-possession in the continued operation of
his business;
b. prepare on behalf of the Debtor necessary applications,
motions, answers, orders, reports and other legal papers;
c. appear in, and to protect the interests of the Debtor
before this Court;
d. negotiate, prepare and seek confirmation of any plan of
reorganization or liquidation that may be pursued by the Debtor;
e. represent the Debtor in litigation matters before this
Court; and
f. perform all other legal services for the Debtor which may
be necessary and proper in this Chapter 11 case.
The firm will be paid at $375 per hour.
Law Office of Joseph G. Butler was paid a retainer in the amount of
$12,087.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Mr. Butler disclosed in court filings that he and other members of
the firm are "disinterested" within the meaning of Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Joseph G. Butler, Esq.
Law Office of Joseph G. Butler
355 Providence Highway
Westwood, MA 02090
Email: JGB@JGButlerlaw.com
About Bennett Electrical, Inc.
Bennett Electrical, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. D. Mass. Case No. 24-12230) on Nov. 6, 2024. The Debtor
hires Law Office of Joseph G. Butler as counsel.
BERRY CORP: The Vanguard Group Holds 6.92% Equity Stake
-------------------------------------------------------
The Vanguard Group disclosed in a Schedule 13G/A Report filed with
the U.S. Securities and Exchange Commission that as of September
30, 2024, it beneficially owned 5,327,702 shares of Berry
Corporation's Common Stock, representing 6.92% of the shares
outstanding.
A full-text copy of Vanguard Group's SEC Report is available at:
https://tinyurl.com/yxy9dfkd
About Berry Corporation
Berry Corporation is a company primarily engaged in hydrocarbon
exploration in California, the Uintah Basin, and the Piceance
Basin. As of December 31, 2021, the company had 97 million barrels
of oil equivalent of estimated proved reserves, of which 87% was
petroleum and 13% was natural gas.
* * *
In September 2024, S&P Global Ratings lowered its issuer credit
rating to 'CCC+' from 'B-' on Dallas-based oil and gas exploration
and production (E&P) company Berry Corp. S&P also lowered the
issue-level rating on Berry's unsecured notes due February 2026 to
'B-' from 'B'. The recovery rating remains '2′, reflecting its
expectation for substantial (70%-90%; rounded estimate: 85%)
recovery in the event of a payment default.
The negative outlook reflects S&P's view that Berry is dependent on
favorable conditions to refinance its unsecured notes due February
2026 in a timely manner. However, its leverage remains modest, and
S&P forecasts average funds from operations (FFO) to debt of about
40% and debt to EBITDA of about 2.25x.
Refinancing risk is heightened for Berry's RBL facility due August
2025 and senior unsecured notes due February 2026.
BIOLASE INC: Reaches Deal With Creditors for Final DIP, Sale
------------------------------------------------------------
Clara Geoghegan of Law360 Bankruptcy Authority reports that on
November 12, 2024, a Delaware bankruptcy judge approved a $20
million sale and a final debtor-in-possession loan for dental
technology maker Biolase Inc. The company negotiated an agreement
and updated its Chapter 11 budget to resolve objections from the
official committee of unsecured creditors.
About Biolase Inc.
Biolase, Inc., a company in Foothill Ranch, Calif., and its
affiliates manufacture and market dental laser systems. The
Debtors' proprietary systems allow dentists, periodontists,
endodontists, pediatric dentists, oral surgeons, and other dental
specialists to perform a broad range of minimally invasive dental
procedures, including cosmetic, restorative, and complex surgical
applications.
Biolase and its affiliates filed Chapter 11 petitions (Bankr. D.
Del. Lead Case No. 24-12245) on Oct. 1, 2024. John Beaver,
president and chief executive officer, signed the petitions.
The Debtors reported total assets of $30,641,000 and total
liabilities of $32,767,000 as of June 30, 2024.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Potter Anderson & Corroon, LLP and Pillsbury
Winthrop Shaw Pittman, LLP as legal counsel; SSG Capital Advisors
as investment banker; and B. Riley Financial, Inc. as financial
advisor. Epiq Corporate Restructuring, LLC is the Debtors'
administrative advisor and claims and noticing agent.
BLINK FITNESS: Gets Green Light for $121MM Asset Sale to PureGym
----------------------------------------------------------------
Emlyn Cameron of Law360 Bankruptcy Authority reports that a
Delaware bankruptcy judge has authorized the $121 million sale of
Blink Fitness' assets to U.K.-based PureGym Ltd., whose subsidiary
emerged as the winning bidder in October 2024's auction.
The bankruptcy court, according to the report, dismissed claims
about the auction's fairness as unfounded.
About Blink Holdings
Blink Holdings, Inc., d/b/a Blink Fitness, provides fitness
services in the high value, low price fitness category. The
business was launched in 2011 with only three locations in New York
and New Jersey. By 2019, Blink Fitness had expanded to 92
corporate-owned locations and 10 franchised locations in New York,
New Jersey, Massachusetts, Texas, Illinois, and California, and had
just launched a proprietary mobile application to enhance member
experience.
Blink Holdings and more than 100 of its affiliates sought relief
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead
Case No. 24-11686) on Aug. 12, 2024. In the petition filed by
President Guy Harkless, Blink Holdings disclosed $100 million to
$500 million in assets against $100 million to $500 million in
debt.
The Hon. J. Kate Stickles presides over the cases.
Young Conaway Stargatt & Taylor, LLP serves as the Debtors'
counsel. Moelis & Company is the Debtors' investment banker and
EPIQ Corporate Restructuring LLC is the Debtors' notice and claims
agent.
BLUE BIOFUELS: Swings to $1.9 Million Net Income in Fiscal Q3
-------------------------------------------------------------
Blue Biofuels, Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net income
of $1,866,081 for the three months ended September 30, 2024,
compared to a net loss of $331,995 for the three months ended
September 30, 2023.
For the nine months ended September 30, 2024, the Company reported
a net income of $370,386, compared to a net loss of $2,550,283 for
the same period in 2023.
The Company has not generated any significant revenue since
inception and has incurred losses since inception. As of September
30, 2024, the Company has incurred accumulated losses of
$55,466,394. The Company expects to incur significant additional
losses and liabilities in connection with its start-up and
commercialization activities. These factors, among others, raise
substantial doubt as to the Company's ability to continue as a
going concern. The Company's ability to continue as a going concern
is dependent upon its ability to obtain the necessary financing to
meet its obligations and repay its liabilities when they become due
and to generate sufficient revenues from its operations to pay its
operating expenses. These financial statements do not include any
adjustments related to the recoverability and classifications of
recorded asset amounts, or amounts and classifications of
liabilities that might result from this uncertainty. There are no
assurances that the Company will continue as a going concern.
As of September 30, 2024, the Company had $1,489,063 in total
assets, $4,001,000 in total liabilities, and $2,511,937 in total
stockholders' deficit.
Management believes that the Company's future success is dependent
upon its ability to achieve profitable operations, generate cash
from operating activities, and obtain additional financing. There
is no assurance that the Company will be able to generate
sufficient cash from operations or sell additional shares of stock
or borrow additional funds. The Company's inability to obtain
additional cash could have a material adverse effect on its
financial position, results of operations, and its ability to
continue in existence.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/cbjwf792
About Blue Biofuels Inc.
Blue Biofuels, Inc., was incorporated in Nevada on March 28, 2012,
as Alliance Media Group Holdings, Inc. Since December 2013, Blue
Biofuels, Inc. has been a technology company focused on emerging
technologies in renewable energy, biofuels, and lignin.
Lakewood, Colo.-based BF Borgers CPA PC, the Company's former
auditor, issued a "going concern" qualification in its report dated
March 26, 2024, citing that the Company's significant operating
losses raise substantial doubt about its ability to continue as a
going concern.
On May 3, 2024, the independent audit firm BF Borgers CPA PC
utilized by the Company was denied the privilege of appearing or
practicing before the Securities and Exchange Commission as an
accountant after the firm and its owner, Benjamin F. Borgers, were
charged by the Securities and Exchange Commission with deliberate
and systemic failures to comply with Public Company Accounting
Oversight Board (PCAOB) standards in its audits and reviews
incorporated in more than 1,500 SEC filings from January 2021
through June 2023; falsely representing to their clients that the
firm's work would comply with PCAOB standards; fabricating audit
documentation to make it appear that the firm's work did comply
with PCAOB standards; and falsely stating in audit reports included
in more than 500 public company SEC filings that the firm's audits
complied with PCAOB standards. Borgers agreed to pay a $14 million
civil penalty and agreed to permanent suspensions from appearing
and practicing before the Commission as accountants, effective
immediately.
On May 16, 2024, the Company engaged Assure CPA, LLC to serve as
the Company's independent accountant and PCAOB certified audit firm
for purposes of auditing the Company's financial statements for the
periods ending December 31, 2023, and December 31, 2024, and
reviewing the Company's financial statements for the period ending
March 31, 2024, and subsequent periods.
BLUEBIRD BIO: The Vanguard Group Holds 5.40% Equity Stake
---------------------------------------------------------
The Vanguard Group disclosed in a Schedule 13G/A Report filed with
the U.S. Securities and Exchange Commission that as of September
30, 2024, it beneficially owned 10,474,007 shares of bluebird bio,
Inc.'s Common Stock, representing 5.40% of the shares outstanding.
A full-text copy of Vanguard Group's SEC Report is available at:
https://tinyurl.com/5dk6kt7p
About bluebird bio, Inc.
bluebird bio, Inc. was incorporated in Delaware on April 16, 1992,
and is headquartered in Somerville, Massachusetts. The Company is a
biotechnology firm dedicated to researching, developing, and
commercializing potentially curative gene therapies for severe
genetic diseases based on its proprietary lentiviral vector gene
addition platform. Since its inception, bluebird bio has focused
nearly all its resources on research and development efforts
related to its product candidates and the commercialization of its
approved products, including activities to manufacture product
candidates, conduct clinical studies, perform preclinical research,
provide administrative support, and market and commercially
manufacture its approved products.
Boston, Massachusetts-based Ernst & Young LLP, the Company's
auditor since 2012, issued a "going concern" qualification in its
report dated September 13, 2024, citing that the Company has
suffered recurring operating losses and negative operating cash
flows, raising substantial doubt about its ability to continue as a
going concern.
bluebird bio had a net loss of $211.9 million for the year ended
December 31, 2023, and an accumulated deficit of $4.3 billion as of
December 31, 2023. As of June 30, 2024, bluebird bio had $545.2
million in total assets, $492.2 million in total liabilities, and
$53 million in total stockholders' equity.
BODY OASIS: Hires White & Keller P.C. as Legal Counsel
------------------------------------------------------
Body Oasis, LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of Alabama to employ Russo White & Keller,
P.C. as counsel.
The firm will provide these services:
a. provide the Debtor legal advice with respect to its powers
and duties as Debtor-in-Possession in the continued management of
its financial affairs and property;
b. prepare on behalf of the Debtor necessary schedules, lists,
applications, motions, answers, orders, and reorganization
paperwork as is or may become necessary;
c. review all leases and other corporate papers and other
documents and prepare any necessary motions to assume unexpired
leases or executor contracts and assist in preparation of corporate
authorizations and resolutions regarding the Chapter 11 cases; and
d. perform any and all other legal services for the Debtor as
Debtor-in-Possession as may be necessary to achieve confirmation of
a Chapter 11 plan.
The firm will be paid at the rate of $350 per hour. It received
from the Debtor a retainer of $5,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Robert C. Keller, Esq., a partner at Russo White & Keller, P.C.,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Robert C. Keller, Esq.
Russo White & Keller, P.C.
315 Gadsden Highway, Suite D
Birmingham, AL 35235
Tel: (205) 833-2589
Email: rjlawoff@bellsouth.net
About Body Oasis, LLC
Body Oasis, LLC operates a body and facial improvements facility,
using advanced non-surgical technologies to make those improvements
on individuals.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-71556-JHH11) on
November 6, 2024. In the petition signed by Jacquelyn Martin,
managing member and sole member, the Debtor disclosed up to $50,000
in assets and up to $500,000 in liabilities.
Robert C. Keller, Esq., at Russo, White & Keller, P.C., represents
the Debtor as legal counsel.
BOY SCOUTS OF AMERICA: To Auction Art to Support Abuse Victim Trust
-------------------------------------------------------------------
Alex Wolf of Bloomberg Law reports that the items from the Boy
Scouts of America's art collection, including five Norman Rockwell
paintings, will be auctioned to support a trust created through the
organization's bankruptcy proceedings to compensate former scouts
who were sexually abused.
According to Bloomberg Law, the first group of 25 pieces from the
collection of 321 original works will be up for auction, with some
Rockwell paintings already attracting bids exceeding $200,000. The
highest price ever paid for a Rockwell painting at auction is
around $46 million, according to Heritage Auctions, which is
overseeing the sale of the Boy Scouts' collection.
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC, as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
The Debtors obtained confirmation of their Third Modified Fifth
Amended Chapter 11 Plan of Reorganization (with Technical
Modifications) on September 8, 2022. The Order was affirmed on
March 28, 2023. The Plan was declared effective on April 19, 2023.
The Hon. Barbara J. House (Ret.) has been appointed as trustee of
the BSA Settlement Trust.
BRIGHT LAKES - CIELO VILLAS: Files for Chapter 11 Bankruptcy
------------------------------------------------------------
Bright Lakes - Cielo Villas LLC filed for Chapter 11 protection in
the Western District of Texas. According to court documents, the
Debtor reports between $1 million and $10 million in debt owed to 1
and 49 creditors. The petition states funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
December 5, 2024, at 1:P0 AM via Via Phone: (866)909-2905; Code:
5519921#.
About Bright Lakes - Cielo Villas LLC
Bright Lakes - Cielo Villas LLC is engaged in activities related to
real estate.
Bright Lakes - Cielo Villas LLC sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-52243) on
Nov. 4, 2024. In the petition filed by Craig Glendenning, as
manager, the Debtor estimated assets and liabilities between $1
million and $10 million each.
The Honorable Bankruptcy Judge Craig A. Gargotta handles the case.
The Debtor is represented by:
Ronald Smeberg, Esq.
THE SMEBERG LAW FIRM
4 Imperial Oaks
San Antonio TX 78248-1609
Tel: (210) 695-6684
Email: ron@smeberg.com
BROWN FAMILY: Hires Giddens Mitchell & Associates as Attorney
-------------------------------------------------------------
Brown Family Network, LLC d/b/a Sparkling Health Care, LLC d/b/a
Georgia Occupational Medicine, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Giddens, Mitchell & Associates, P.C. as attorney.
The firm will provide these services:
a. give the Debtor legal advice with respect to the Debtor's
powers and duties as Debtor in Possession in the continued
management of the Debtor's property;
b. prepare on behalf of the Debtor as Debtor in Possession all
necessary applications, answers, motions, orders, reports and other
legal papers; and
c. perform all other legal services for the Debtor in
Possession that may be necessary in this case.
The firm will be paid at these rates:
Kenneth Mitchell, Sr. $450 per hour
Bobby L. Giddens $450 per hour
Alycesin Sadler $75 per hour
Alicia Dennis $75 per hour
The firm was paid a retainer in the amount of $8,262.
Giddens, Mitchell & Associates will also be reimbursed for
reasonable out-of-pocket expenses incurred.
Kenneth Mitchell, Sr., Esq., a partner at Mitchell & Associates,
P.C., disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Kenneth Mitchell, Sr., Esq.
Mitchell & Associates, P.C.
3951 Snapfinger Parkway, Suite 555
Decatur, GA 30035
Tel: (770) 987-7007
About Brown Family Network, LLC
d/b/a Sparkling Health Care, LLC
d/b/a Georgia Occupational Medicine, LLC
Brown Family Network, LLC d/b/a Sparkling Health Care, LLC d/b/a
Georgia Occupational Medicine, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ga. Case No. 24-61826) on Nov. 5, 2024. The
Debtor hires Giddens, Mitchell & Associates, P.C. as counsel.
BYJU'S ALPHA: Improperly Denied Access to Educational Apps
----------------------------------------------------------
Steven Church of Bloomberg News reports that on November 12, 2024,
a federal judge ordered that two profitable educational apps within
Byju's troubled software empire, which had been wrongfully
transferred from US lenders, be returned to a court-appointed
bankruptcy trustee.
The trustee, overseeing three of Byju's US units, reported that a
"rogue officer" convinced Apple Inc. to change the ownership—and
the revenue stream—of the apps, which generate approximately $1
million monthly.
During a virtual hearing, Catherine Steege, an attorney for the US
units, noted that parents use the apps to download educational
content for their children.
About BYJU's Alpha
BYJU's Alpha, Inc., designs and develops education software
solutions.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 24-10140) on Feb. 1, 2024. In the
petition signed by Timothy R. Pohl, chief executive officer, the
Debtor disclosed up to $1 billion in assets and up to $10 billion
in liabilities.
Judge John T. Dorsey oversees the case.
Young Conaway Stargatt & Taylor, LLP and Quinn Emanuel Urquhart &
Sullivan, LLP serve as the Debtor's legal counsel.
GLAS Trust Company LLC, as DIP Agent and Prepetition Agent, is
represented in the Debtor's case by Kirkland & Ellis LLP, Pachulski
Stang Ziehl & Jones, and Reed Smith.
CAI RENO HOTEL: Hires Greenberg Glusker as Bankruptcy Counsel
-------------------------------------------------------------
Cai Reno Hotel Partners LLC seeks approval from the U.S. Bankruptcy
Court for the District of Nevada to employ Greenberg Glusker Fields
Claman & Machtinger LLP as bankruptcy counsel.
The firm will provide these services:
a. advise the Debtor regarding matters of bankruptcy law;
b. provide legal advice with respect to the Debtor's powers
and duties as a debtor in possession;
c. represent the Debtor in proceedings or hearings in this
Court involving matters of bankruptcy law;
d. assist the Debtor in understanding its rights under
applicable law;
e. advise the Debtor concerning the requirements of the
Bankruptcy Code, and federal local rules relating to the
administration of this bankruptcy case, and the effect of this case
on the operations of the Debtor;
f. assist the Debtor in negotiating with its senior secured
lender; and
g. take all necessary actions to protect and preserve the
Debtor's estate, including prosecuting actions on the Debtor's
behalf, defending in the bankruptcy court any action commenced
against the Debtor, and representing the Debtor in negotiations
concerning litigation in which the Debtor is involved; and
h. perform such other legal services related to such other
legal matters as may arise in the administration of the Debtor's
bankruptcy estate.
The firm will be paid at these rates:
Brian L. Davidoff, Partner $875 per hour
Keith Patrick Banner, Partner $700 per hour
Attorneys $425 to $875 per hour
Paralegals and litigation/
support staff $275 to $450 per hour
The firm received from the Debtor a retainer of $86,730.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Brian L. Davidoff, a partner at Greenberg Glusker Fields Claman &
Machtinger 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:
Brian L. Davidoff, Esq.
Keith Patrick Banner, Esq.
GREENBERG GLUSKER FIELDS CLAMAN &
MACHTINGER LLP
2049 Century Park East, Suite 2600
Los Angeles, CA 90067
Tel: (310) 553-3610
Email: bdavidoff@greenbergglusker.com
kbanner@greenbergglusker.com
About Cai Reno Hotel Partners LLC
CAI Reno Hotel Partners LLC in Las Vegas, NV, sought relief under
Chapter 11 of the Bankruptcy Code filed its voluntary petition for
Chapter 11 protection (Bankr. D. Nev. Case No. 24-15652) on Oct.
29, 2024, listing as much as $10 million to $50 million in both
assets and liabilities. Keighley Mahoney-Keough as manager, signed
the petition.
GREENBERG GLUSKER FIELDS CLAMAN & MACHTINGER LLP serve as the
Debtor's legal counsel. CARLYON CICA CHTD. as local counsel.
CAREPOINT HEALTH: Seeks Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Harry Suhartono and Janine Phakdeetham of Bloomberg News reports
that CarePoint Health, a New Jersey hospital chain with
longstanding financial difficulties, filed for bankruptcy on
November 3, 2024.
In its Chapter 11 petition filed in Delaware, CarePoint disclosed
assets ranging from $500,001 to $1 million and liabilities up to
$50,000, the report adds.
The company explained that the voluntary filing is intended to
support a financial restructuring aimed at strengthening its
capital structure.
CarePoint pointed to rising hospital operating costs post-COVID,
limited state funding, and ongoing reimbursement issues as reasons
for the restructuring. It also announced securing $67 million in
new financing to aid its operations.
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.
CARROTHERS INSPECTION: Gets Final OK to Use Cash Collateral
-----------------------------------------------------------
Carrothers Inspection Services, LLC received final court approval
to use the cash collateral of Hendricks County Bank and Trust
Company.
At the hearing held on Nov. 7, the U.S. Bankruptcy Court for the
Southern District of Indiana gave the green light for the company
to use the cash collateral of its secured creditor to pay its
operating expenses.
Hendricks consented to the use of its cash collateral.
About Carrothers Inspection Services
Carrothers Inspection Services, LLC is a company that specializes
in providing inspection services, likely related to real estate,
construction, or related fields.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ind. Case No. 24-05110) with $100,001
to $500,000 in assets and $500,001 to $1 million in liabilities.
David R. Krebs signed the petition.
Judge Hon. James M. Carr oversees the case.
David R. Krebs, Esq., at Hester Baker Krebs, LLC serves as the
Debtor's legal counsel.
CELANESE CORP: S&P Lowers ICR to 'BB+' on Weak Demand
-----------------------------------------------------
S&P Global Ratings lowered its issuer credit ratings on Celanese
Corp. and debt issuing subsidiary Celanese US Holdings LLC by one
notch to 'BB+' from 'BBB-'.
S&P said, "We also lowered our issue-level ratings on the unsecured
debt to BB+, in line with the issuer credit rating, and assigned
our '4' recovery rating to the issues, reflecting average (rounded
estimate: 45%) recovery in the event of a default.
"The stable outlook reflects our view that through cost reduction
measures, the dividend cut, and other means, Celanese can keep its
weighted-average credit measures appropriate for the ratings, with
S&P Global Ratings-adjusted debt to EBITDA within 4x-5x.
"The shift in tone regarding demand trends was unexpected. We
previously assumed Celanese's back-half performance in 2024 would
exceed its first-half performance on lower raw material and
inventory costs, better operational execution, synergy capture, and
the start of contributions from the Clear Lake acetic acid facility
expansion project. We also assumed demand in the company's end
markets would improve somewhat during the back half as well."
Instead, the company reported "persistent demand weakness" in key
end markets like coatings and construction, as well as "rapid and
acute downturns in Western Hemisphere automotive and industrial
segments." Volume in its engineered materials segment had a 1%
contractionary effect to sales in the quarter while pricing
impacted revenue by 2%. This was attributable to product mix
issues, market competition, and the lost volume from the formation
of the Nutrinova joint venture. These numbers were -3% and -5% for
the first nine months, respectively.
The acetyl chain segment also had some weakness. Segment volumes
grew 1% in the third quarter, but pricing was weak, contributing to
a 3% impact on sales. The company attributed this to challenging
supply-demand dynamics and pressure on pricing inputs. These
figures were +6% and -7% for the nine months ended Sept. 30, 2024.
The company also reported a $34 million impairment charge on
certain trade names (including Zytel) and restructuring costs
associated with the closure of a facility in Belgium. Partially
offsetting the weakness were higher volumes of polyoxymethylene in
Europe and higher volumes of acetate tow and vinyl acetate monomer,
mainly in Europe. All said, Celanese generated a reported operating
EBITDA margin of 24% in the quarter, which is still decent, but its
fourth quarter guidance is not optimistic. The company mentioned
heavier-than-normal seasonal destocking in its automotive and
industrial segments, and its fourth quarter earnings guide is over
50% below what had been the consensus level.
Celanese indicated it will take additional cost reduction actions.
Management indicated it will temporarily idle production facilities
in various regions to align with demand trends. It also expects to
realize incremental savings of more than $75 million by driving
productivity in administrative costs. Capital spending will be more
tightly controlled to below 2024 levels.
Bad timing on working capital investment further pressures
Celanese's cash flow generation, and the dividend cut is only
modestly helpful. Management built inventory and reduced payables
during the third quarter, and its sequential working capital build
was $238 million in the period, taking year-to-date working capital
investment to roughly $320 million. Part of this was due to
anticipated footprint rationalization, but some was attributable to
an expected upturn in second-half orders that did not materialize
as expected. This exacerbated the company's cash flow from
operations, which has been depressed by various issues such as a
force majeure on raw material inputs, shutdown costs for European
facilities, temporary maintenance on the Clear Lake facility, and
certain one-time cash tax outlays. Cash from operations as a
percent of debt was 13% as of the end of June and then dipped to
10% at the end of September. This is below S&P's prior expectation
of 15%-25%. Management expects to draw on inventory in the fourth
quarter and generate $200 million of cash from inventory release,
so there is potential for this ratio to rebound somewhat.
The 95% cut to the dividend starting in the first quarter of 2025
will help save the company roughly $290 million and reduce the
effect on discretionary cash flow. While this defends the company's
credit quality somewhat, S&P still forecasts its discretionary cash
flow as a percent of debt will remain weaker than it previously
expected depending on how long this period of weak demand lasts.
The company issued an unrated, 364-day $1 billion unsecured term
loan to help bridge the March 2025 debt maturities given the
internal cash flow weakness.
S&P said, "We now believe that it will take longer than expected
for Celanese to improve its credit measures to levels that were
suitable for the prior rating. The company may not be able to
achieve weighted-average S&P Global Ratings-adjusted debt to EBITDA
ratio of less than 4x prior to 2026 given the 25% aggregate weight
that we ascribe to historical periods as indicated in our ratios
and adjustments criteria. Our prior forecast assumed the company
would reduce its debt leverage to roughly 4.3x by the end of this
year, but we now expect this figure to be much weaker, perhaps
approaching 6.0x, given management's comments regarding global
demand trends. We estimate that the trailing-12-month debt leverage
ratio was 5.7x as of Sept. 30, 2024. For its part, management has
been consistent in reiterating its intent to continue deleveraging
back to a net debt to EBITDA below 3.0x; however, we believe it
will take longer than we originally expected for the company to
achieve that level.
"The stable outlook reflects our view that despite the potential
for global economic conditions to hurt demand for Celanese's
products in the automotive and industrial markets, the company's
operational execution, dividend cut, and financial policies toward
debt repayment will allow it to generate weighted-average credit
measures that are appropriate for the ratings. Our base-case
forecast assumes the company reduces S&P Global Ratings-adjusted
debt leverage to 4.4x by year-end 2025 and 3.4x the following
year."
Disruptions in the global economy, such as the ongoing war between
Russia and Ukraine and weakness in the Asia-Pacific/Chinese
markets, are weighing on customer demand for many chemicals
companies. However, the company is curtailing production and
cutting costs and will be well positioned when demand in its key
end markets pick up. However, if Celanese cannot generate a strong
enough operational performance to surmount its challenges, its
credit measures may become too weak for it to reduce its leverage
to a more appropriate level, let alone its goal of 3.0x. S&P views
weighted-average funds from operations (FFO) to total debt of
12%-20% or a weighted-average S&P Global Ratings-adjusted debt to
EBITDA of 4x-5x during 2023-2026 as appropriate for the current
ratings.
S&P said, "We may lower the ratings if Celanese's weighted-average
S&P Global Ratings-adjusted debt to EBITDA rises toward 5.0x or its
FFO to total debt falls toward 12% without prospects for a quick
recovery. Weak macroeconomic conditions globally persisting for
longer than we expect, interest rate cuts not having stimulative
effects on demand, and failure to capture cost savings and
synergies are risks to the ratings. If Celanese's key end markets
are weak, then the likelihood of management deleveraging its
balance sheet within a reasonable time frame may become more
remote. Other, less likely risks to the ratings include another
large, debt-funded acquisition or more shareholder-friendly
financial policies in lieu of strengthening credit quality.
Celanese's strong operational scale, end-market diversity, and
execution abilities are all considerable business strengths that
could help forestall this scenario for a time, but not
indefinitely.
"While unlikely in the near-term, we could raise the ratings if we
believe Celanese's credit measures improve to appropriate ranges
for an upgrade and stay there, with weighted-average S&P Global
Ratings-adjusted debt to EBITDA of below 4.0x or FFO to debt of
over 20%. This is dependent on the company achieving cost
reductions and capturing synergies as anticipated; improving its
operating profit margins through pricing, mix, and market share
capture; potentially generating proceeds from opportunistic asset
dispositions; and applying cash flow toward debt reduction."
CELSIUS NETWORK: Judge Says Alex Mashinsky to Face Total Indictment
-------------------------------------------------------------------
Katryna Perera of Law360 reports that former Celsius Network CEO
Alex Mashinsky will face allegations of commodities and securities
fraud, as well as claims of manipulating his company's proprietary
token, after a New York federal judge refused to narrow the
indictment against him.
About Celsius Network
Celsius Network LLC -- http://www.celsius.network/-- is a
financial services company that generates revenue through
cryptocurrency trading, lending, and borrowing, as well as by
engaging in proprietary trading.
Celsius helps over a million customers worldwide to find the path
towards financial independence through a compounding yield service
and instant low-cost loans accessible via a web and mobile app.
Celsius has a blockchain-based fee-free platform where membership
provides access to curated financial services that are not
available through traditional financial institutions.
The Celsius Wallet claims to be one of the only online crypto
wallets designed to allow members to use coins as collateral to get
a loan in dollars, and in the future, to lend their crypto to earn
interest on deposited coins (when they're lent out).
Crypto lenders such as Celsius boomed during the COVID-19 pandemic,
drawing depositors with high interest rates and easy access to
loans rarely offered by traditional banks. But the lenders'
business model came under scrutiny after a sharp sell-off in the
crypto market spurred by the collapse of major tokens terraUSD and
luna in May 2022.
New Jersey-based Celsius froze withdrawals in June 2022, citing
"extreme" market conditions, cutting off access to savings for
individual investors and sending tremors through the crypto
market.
The list of major crypto firms that have filed for bankruptcy
protection in 2022 now includes Celsius Network, Three Arrows
Capital and Voyager Digital.
Celsius Network, LLC and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex
Mashinsky, the Debtors estimated assets and liabilities between $1
billion and $10 billion.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankrupty counsels; Fischer (FBC & Co.) as
special counsel; Centerview Partners, LLC as investment banker; and
Alvarez & Marsal North America, LLC as financial advisor. Stretto
is the claims agent and administrative advisor.
On July 27, 2022, the U.S. Trustee appointed an official committee
of unsecured creditors. The committee tapped White & Case, LLP as
its bankruptcy counsel; Elementus Inc. as its blockchain forensics
advisor; M3 Advisory Partners, LP as its financial advisor; and
Perella Weinberg Partners, LP as its investment banker.
Shoba Pillay, Esq., is the examiner appointed in the Debtors'
Chapter 11 cases. Jenner & Block, LLP and Huron Consulting
Services, LLC, serve as the examiner's legal counsel and financial
advisor, respectively.
CENTER FOR SPECIAL NEEDS: CPT Institute Takes Over Trusts Accounts
------------------------------------------------------------------
CPT Institute, a 501(c)(3) charity and nonprofit trustee that
operates in all 50 states and US territories, was selected by the
Florida bankruptcy court after being vetted by the FBI, to take
over the administration of trusts that had been managed by the
Center For Special Needs Trust Administration based in St.
Petersburg, Florida. The Center filed for bankruptcy earlier this
year and is under an FBI criminal investigation after its founder
was accused of stealing $150 million from client accounts.
The alleged theft impacted over 2,000 Center clients, many severely
disabled, who are now left with little or nothing in their trust
accounts. The said theft impacted over 2,000 Center clients, many
severely disabled, who are now left with little or nothing in their
trust accounts. Clients are in 40 states with the majority in
Florida followed by New York and Kentucky.
"The Center For Special Needs Trust Administration was supposed to
place personal injury lawsuit settlement funds into trusts so that
injured parties would be able to preserve their government benefits
eligibility, " says Will Lindahl, CPT Institute Executive Director.
"The Center was then expected to regularly disburse trust money to
clients to pay for living and medical expenses. Instead, the money
was drained from their accounts, loaned to the Center's founder and
never repaid."
CPT Institute has offices in Tampa, Florida, San Marcos, California
and Denver, Colorado.
Numerous types of trusts have been affected including Pooled
Special Needs Trusts, Individual Special Needs Trusts, Pooled
Income Trusts, and Settlement Management Trusts. CPT Institute and,
in some cases, volunteer attorneys are reviewing the affected
trusts and will contact trust holders to discuss their options.
Victims can select CPT Institute as their new trustee by completing
an opt-in form, complete an opt-out form to choose a different
trustee, or take no action and be automatically assigned to CPT
Institute.
Those who choose to opt out must indicate their decision no later
than November 29, 2024. By January 1, 2025, the Center will be
fully out of the trust business. Whether victims choose CPT
Institute or another trustee, new trustees must be appointed by
then.
Center clients can go to www.cptinstitute.org/the-center for
opt-in/opt-out forms and for further information or call
813-687-8818.
About CPT Institute
CPT Institute, a 501(c)(3) charity and nonprofit trustee, has
offices in California, Colorado and Florida. Since 1994, CPT
Institute has served over 10,000 clients throughout the country. It
manages over $90 million in assets. CPT Institute's efforts are
designed to preserve government benefit eligibility for injured and
at-risk individuals while providing education and training at no
cost to the legal and judicial system.
https://www.cptinstitute.org/why-choose-cpt
About The Center for Special Needs Trust Administration
The Center for Special Needs Trust Administration, Inc. filed
Chapter 11 petition (Bankr. M.D. Fla. Case No. 24-00676) on Feb. 9,
2024, with $100 million to $500 million in both assets and
liabilities.
Judge Roberta A. Colton oversees the case.
Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Postler, PA
is the Debtor's legal counsel.
On March 4, 2024, the U.S. Trustee appointed an official committee
of unsecured creditors in this Chapter 11 case. The Committee
tapped Underwood Murray, PA as its counsel.
CIMG INC: Min Li Holds 9.25% Equity Stake as of Oct. 31
-------------------------------------------------------
Min Li disclosed in a Schedule 13G/A report filed with the U.S.
Securities and Exchange Commission that, as of October 31, 2024,
she beneficially owned, 834,544 shares of common stock of CIMG
Inc., representing approximately 9.25% of the 8,542,987 shares of
common stock issued and outstanding (as of October 18, 2024), as
set forth in the CIMG's current report on Form 8-K as filed with
the Securities and Exchange Commission on October 23, 2024; and the
shares beneficially owned by the reporting person pursuant to the
conversion of the convertible note on October 31, 2024 in
connection with the convertible note purchase agreement dated
August 20, 2024.
A full-text copy of Min Li's SEC Report is available at:
https://tinyurl.com/4ahd2jch
About CIMG Inc.
Headquartered in Vista, California, CIMG Inc., formerly known as
NuZee, Inc., is a digital marketing, sales, and distribution
company for various consumer products with focuses on food and
beverages. Dedicated to reshaping the digital marketing and
distribution with technological applications, the Company endeavors
to create greater commercial value for its business partners and
therefore enhance its own enterprise value and shareholders' value
of their stake in the Company. The Company has a professional brand
and marketing management system, which can quickly help partnering
enterprises achieve their connection, management, and operation of
marketing channels domestically and globally.
CIMG reported a net loss of $8.75 million for the year ended Sept.
30, 2023, compared to a net loss of $11.80 million for the year
ended Sept. 30, 2022. As of June 30, 2024, CIMG had $2.75 million
in total assets, $2.94 million in total liabilities, and a total
stockholders' deficit of $193,613.
Going Concern
In its Quarterly Report for the period ended June 30, 2024, CIMG
said, "Since its inception, the Company has devoted substantially
all of its efforts to business planning, research and development,
recruiting management and technical staff, acquiring operating
assets, raising capital and the commercialization and manufacture
of its single-serve coffee products. The Company has grown revenues
from its principal operations; however, there is no assurance of
future revenue growth similar to historical levels. As of June 30,
2024, the Company had cash of $374,458 and working capital of
$(801,812). The Company has not attained profitable operations
since inception. The accompanying consolidated financial statements
have been prepared in accordance with GAAP, which contemplates
continuation of the Company as a going concern. The Company has had
limited revenues, recurring losses, and an accumulated deficit.
These items raise substantial doubt as to the Company's ability to
continue as a going concern. The Company's continued existence is
dependent upon management's ability to develop profitable
operations and to raise additional capital for the further
development and marketing of the Company's products and business."
CIMG INC: Wenwen Yu Holds 8.39% Stake Via Metaverse Intelligence
----------------------------------------------------------------
Wenwen Yu disclosed in a Schedule 13G/A report filed with the U.S.
Securities and Exchange Commission that, as of August 20, 2024, she
beneficially owned, through her 100% ownership of Metaverse
Intelligence Tech Ltd, 743,700 shares of common stock of CIMG Inc.,
representing approximately 8.39% of the 8,542,987 shares of common
stock issued and outstanding (as of October 18, 2024), as set forth
in CIMG's current report on Form 8-K as filed with the Securities
and Exchange Commission on October 23, 2024; and the shares
beneficially owned by the reporting person pursuant to the
conversion of the convertible note on October 31, 2024 in
connection with the convertible note purchase agreement dated
August 20, 2024.
A full-text copy of Wenwen Yu's SEC Report is available at:
https://tinyurl.com/9zwfn98j
About CIMG Inc.
Headquartered in Vista, California, CIMG Inc., formerly known as
NuZee, Inc., is a digital marketing, sales, and distribution
company for various consumer products with focuses on food and
beverages. Dedicated to reshaping the digital marketing and
distribution with technological applications, the Company endeavors
to create greater commercial value for its business partners and
therefore enhance its own enterprise value and shareholders' value
of their stake in the Company. The Company has a professional brand
and marketing management system, which can quickly help partnering
enterprises achieve their connection, management, and operation of
marketing channels domestically and globally.
CIMG reported a net loss of $8.75 million for the year ended Sept.
30, 2023, compared to a net loss of $11.80 million for the year
ended Sept. 30, 2022. As of June 30, 2024, CIMG had $2.75 million
in total assets, $2.94 million in total liabilities, and a total
stockholders' deficit of $193,613.
Going Concern
In its Quarterly Report for the period ended June 30, 2024, CIMG
said, "Since its inception, the Company has devoted substantially
all of its efforts to business planning, research and development,
recruiting management and technical staff, acquiring operating
assets, raising capital and the commercialization and manufacture
of its single-serve coffee products. The Company has grown revenues
from its principal operations; however, there is no assurance of
future revenue growth similar to historical levels. As of June 30,
2024, the Company had cash of $374,458 and working capital of
$(801,812). The Company has not attained profitable operations
since inception. The accompanying consolidated financial statements
have been prepared in accordance with GAAP, which contemplates
continuation of the Company as a going concern. The Company has had
limited revenues, recurring losses, and an accumulated deficit.
These items raise substantial doubt as to the Company's ability to
continue as a going concern. The Company's continued existence is
dependent upon management's ability to develop profitable
operations and to raise additional capital for the further
development and marketing of the Company's products and business."
CIMG INC: Xiaodong Liu Holds 6.47% Stake Via VMADE CO.
------------------------------------------------------
Xiaodong Liu disclosed in a Schedule 13G/A report filed with the
U.S. Securities and Exchange Commission that, as of October 31,
2024, through her 100% ownership of VMADE CO., LIMITED, she
beneficially owned a convertible note that is convertible into
585,106 shares of common stock.
On October 31, 2024, VMADE CO., LIMITED exercised its right to
convert such convertible note into 590,701 shares of common stock,
representing 6.47% of the 8,542,987 shares of common stock issued
and outstanding (as of October 18, 2024), as set forth in the
CIMG's current report on Form 8-K as filed with the Securities and
Exchange Commission on October 23, 2024; and a convertible note
convertible into 585,106 shares of common stock beneficially owned
by the reporting person. On October 31, 2024, VMADE CO., LIMITED
exercised its right to convert such convertible note into 590,701
shares of common stock.
A full-text copy of Xiaodong Liu's SEC Report is available at:
https://tinyurl.com/4thmrcnc
About CIMG Inc.
Headquartered in Vista, California, CIMG Inc., formerly known as
NuZee, Inc., is a digital marketing, sales, and distribution
company for various consumer products with focuses on food and
beverages. Dedicated to reshaping the digital marketing and
distribution with technological applications, the Company endeavors
to create greater commercial value for its business partners and
therefore enhance its own enterprise value and shareholders' value
of their stake in the Company. The Company has a professional brand
and marketing management system, which can quickly help partnering
enterprises achieve their connection, management, and operation of
marketing channels domestically and globally.
CIMG reported a net loss of $8.75 million for the year ended Sept.
30, 2023, compared to a net loss of $11.80 million for the year
ended Sept. 30, 2022. As of June 30, 2024, CIMG had $2.75 million
in total assets, $2.94 million in total liabilities, and a total
stockholders' deficit of $193,613.
Going Concern
In its Quarterly Report for the period ended June 30, 2024, CIMG
said, "Since its inception, the Company has devoted substantially
all of its efforts to business planning, research and development,
recruiting management and technical staff, acquiring operating
assets, raising capital and the commercialization and manufacture
of its single-serve coffee products. The Company has grown revenues
from its principal operations; however, there is no assurance of
future revenue growth similar to historical levels. As of June 30,
2024, the Company had cash of $374,458 and working capital of
$(801,812). The Company has not attained profitable operations
since inception. The accompanying consolidated financial statements
have been prepared in accordance with GAAP, which contemplates
continuation of the Company as a going concern. The Company has had
limited revenues, recurring losses, and an accumulated deficit.
These items raise substantial doubt as to the Company's ability to
continue as a going concern. The Company's continued existence is
dependent upon management's ability to develop profitable
operations and to raise additional capital for the further
development and marketing of the Company's products and business."
COLLEGE OF SAINT ROSE: Auctions Assets as Part of Ch. 11 Bankruptcy
-------------------------------------------------------------------
Spectrum News reports that the College of Saint Rose will auction
off its properties, artwork, musical instruments, and other assets
in December as part of its bankruptcy proceedings, a spokesperson
confirmed on November 15, 2024.
After closing in June 2024 following the 2023-24 academic year, the
college filed for bankruptcy in October, the report relates.
During a bankruptcy hearing on November 13, 2024, a judge approved
the sale of various campus assets, including real estate, artwork,
pianos, and other items.
The auction of the campus properties is scheduled for December 12,
2024, with JLL, the college's real estate advisor, managing the
sale, the report says. The artwork will be auctioned on December
8, 2024 by Carlsen Gallery in Freehold, Greene County, and the
pianos will be sold by Artist Pianos in Latham by appointment.
As it wraps up operations, the college will award final degrees in
December to students who have completed their remaining credits
elsewhere and requested a Saint Rose degree.
The college announced its closure in December 2023, citing
financial challenges.
About College of Saint Rose
College of Saint Rose -- https://strose.edu -- is a New York-based
college.
College of Saint Rose sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D.N.Y. Case No. 24-11131) on October 10,
2024. In the petition filed by Marcia J. White, as president the
Debtor reports estimated assets between $1 million and $10 million
and estimated liabilities between $50 million and $100 million.
The Debtor is represented by Cullen and Dykman LLP. Heller Kauffman
LLP as special counsel. FTI Consulting Inc. as financial advisor.
COMMUNITY HEALTH: The Vanguard Group Holds 7.17% Stake
------------------------------------------------------
The Vanguard Group disclosed in a Schedule 13G/A Report filed with
the U.S. Securities and Exchange Commission that as of September
30, 2024, it beneficially owned 9,971,618 shares of Community
Health Systems Inc.'s Common Stock, representing 7.17% of the
shares outstanding.
A full-text copy of Vanguard Group's SEC Report is available at:
https://tinyurl.com/3bfuvarh
About Community Health Systems Inc.
Community Health Systems, Inc. -- http://www.chs.net/-- is a
publicly traded hospital company and an operator of general acute
care hospitals in communities across the country. Its affiliates
provide healthcare services, developing and operating healthcare
delivery systems in 40 distinct markets across 15 states.
For the year ended December 31, 2023, the net loss attributable to
Community Health Systems, Inc. stockholders was $133 million,
compared to net income of $46 million for the same period in 2022.
As of June 30, 2024, the Company had $14.4 billion in total assets,
$15.3 billion in total liabilities, $324 million in redeemable
noncontrolling interests in equity of consolidated subsidiaries,
and $1.2 billion in total stockholders' deficit.
* * *
In August 2024, S&P Global Ratings raised its rating on Community
Health Systems Inc. to 'CCC+' from 'SD' (selective default). At the
same time, S&P also raised its ratings on the senior unsecured
notes to 'CCC-' from 'D'. The outlook is negative, reflecting the
risk of further distressed exchanges in the intermediate future
despite credit metrics potentially improving in 2024.
Egan-Jones Ratings Company, on August 8, 2024, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by Community Health Systems, Inc. EJR also withdrew
the rating on commercial paper issued by the Company.
COMTECH TELECOMMUNICATIONS: The Vanguard Group Holds 4.73% Stake
----------------------------------------------------------------
The Vanguard Group disclosed in a Schedule 13G/A Report filed with
the U.S. Securities and Exchange Commission that as of September
30, 2024, it beneficially owned 1,349,952 shares of Comtech
Telecommunications Corp.'s Common Stock, representing 4.73% of the
shares outstanding.
A full-text copy of Vanguard Group's SEC Report is available at:
https://tinyurl.com/44thpypd
About Comtech Telecommunications Corp.
Headquartered in Chandler, Arizona, Comtech Telecommunications
Corp. -- www.comtech.com -- is a global provider of next-generation
911 emergency systems and secure wireless and satellite
communications technologies. This includes the critical
communications infrastructure that people, businesses, and
governments rely on when durable, trusted connectivity is required,
no matter where they are – on land, at sea, or in the air – and
no matter what the circumstances from armed conflict to a natural
disaster. The Company's solutions are designed to fulfill its
customers' needs for secure wireless communications in the most
demanding environments, including those where traditional
communications are unavailable or cost-prohibitive, and in
mission-critical and other scenarios where performance is crucial.
Jericho, New York-based Deloitte & Touche LLP, the Company's
auditor since 2015, issued a "going concern" qualification in its
report dated Oct. 30, 2024, citing that the Company has suffered
recurring losses and negative cash outflows from operations, and
may be unable to maintain compliance with financial covenants
required by its credit agreement that raise substantial doubt about
its ability to continue as a going concern.
As of July 31, 2024, Comtech had $912.43 million in total assets,
$426.11 million in total liabilities, $180.08 million in
convertible preferred stock, and $306.25 million in total
stockholders' equity.
COSMED GROUP: Files for Chapter 11 Bankruptcy Following Lawsuits
----------------------------------------------------------------
Dietrich Knauth of Reuters reports that the company has filed for
Chapter 11 bankruptcy in Houston, Texas.
According to company attorney David Eastlake, Cosmed has been named
in at least 300 lawsuits across multiple jurisdictions, including
two pending class actions, the report relates. The lawsuits allege
that individuals were harmed after inhaling ethylene oxide, a
carcinogenic gas used for sterilization, near Cosmed's facilities,
Mr Eastlake stated during a court hearing on Friday, November 15,
2024, the report adds.
Cosmed Group utilizes ethylene oxide, propylene oxide, steam, and
dry-heat methods to pasteurize and sterilize medical devices and
agricultural products such as herbs, spices, nuts, and grains, the
report says, citing court filings. The company also manufactures
pasteurization and sterilization equipment and offers related
consulting services.
Attorney David Eastlake stated that the personal injury lawsuits
involve both Cosmed's current and former facilities and pose a
significant threat to the company's operations unless addressed
through Chapter 11 proceedings, the report relates. In 2005, the
Jamestown, Rhode Island-based company settled with the U.S.
Environmental Protection Agency for $1.5 million over ethylene
oxide emissions at six sterilization plants across Rhode Island,
New Jersey, Maryland, Illinois, Texas, and California.
At a hearing on Friday, U.S. Bankruptcy Judge Christopher Lopez
approved a temporary payroll request, allowing Cosmed to pay
$65,000 to its 51 employees, the report further relates. The
company plans to return to court next week to seek approval for
other necessary measures to ensure smooth operations during its
bankruptcy. Cosmed and its affiliate, Spicey Partners Real Estate
Holdings, reported liabilities exceeding $100 million in their
Chapter 11 filing.
About Cosmed Group Inc.
Cosmed Group Inc. -- https://www.cosmedgroup.com/ -- is a
sterilization company. It provides pasteurization and sterilization
services and technologies to food producers and manufacturers
through a network of contract processing facilities.
Cosmed Group Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90572) on
November 14, 2024. In its petition, the Debtor reports estimated
assets between $10 million and $50 million and estimated
liabilities between $100 million and $500 million.
Honorable Bankruptcy Judge Christopher M. Lopez oversees the case.
The Debtor is represented by David Robert Eastlake of Greenberg
Traurig, LLP.
CPM HOLDINGS: S&P Downgrades ICR to 'B-', Outlook Stable
--------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on CPM Holdings
Inc. to 'B-' from 'B'. Concurrently, S&P lowered its issue-level
rating on CPM's first-lien credit facilities to 'B-' from 'B'.
S&P's '3' recovery rating (50%-70%; rounded estimate: 50%) remains
unchanged, indicating its expectation for meaningful recovery in
the event of a default.
S&P said, "The stable outlook reflects our expectation that
operating performance will improve in 2025 after a challenging
2024, though funds from operations (FFO) cash interest coverage
will remain the low 1.0x area and S&P Global Ratings adjusted debt
to EBITDA will remain above 6.5x excluding preferred equity (above
9x including preferred). We also expect the company will maintain
adequate liquidity.
"We believe a cyclical downturn in new machine demand across CPM's
largest end markets will result in muted operating performance
through early fiscal 2025. CPM manufactures machinery that provides
processing capacity across several end markets, including the
production of animal feed for raising poultry; the production of
pellets from organic matter for generating heat; and the extraction
and crushing of oil seeds for use in alternative protein powders,
renewable diesel, and edible oils. We believe demand in these end
markets is highly sensitive to downstream capacity utilization,
interest rates, and business confidence, and all three factors have
pressured orders and operating performance in recent quarters.
"Under our base-case forecast, we expect demand will remain weak
through the end of fiscal 2024 and into 2025, with varying duration
of cyclical weakness across end markets. In the animal feed end
market, we believe demand could remain muted through at least the
first half of 2025, given lower capacity utilization at poultry
processors following high levels of investment in recent years. In
the wood pelleting end market, financial distress at a key customer
pressured demand, and we expect this subsector will recover in
early- to mid-fiscal 2025. In the oilseed extraction end market, we
expect the continued demand for alternative protein powders and
renewable diesel could result in an earlier recovery beginning in
early fiscal 2025. Overall, we expect falling interest rates will
encourage a gradual recovery in demand. However, there remains
considerable uncertainty around the timing of the recovery."
CPM's end markets are poised to benefit from several favorable
secular trends, including increasing protein consumption in
developing countries, a growing preference for alternative protein
products, and increasing usage of eco-friendlier fuels. However,
S&P believes the inherent cyclicality in demand in the new machine
business is the primary factor for muted near-term operating
performance.
S&P said, "We expect new machine softness will be partly tempered
by continued growth in the company's aftermarket business and a
revamped operating model in its process solutions segment. Over the
past three years, CPM delivered a record amount of orders and
backlog, resulting in a significant growth in the size of its
installed base of equipment. Going forward, we expect this
installed base will support moderate growth in the recurring,
higher-margin revenue stream for aftermarket parts and services.
The company is also conducting a leadership revamp in its process
solutions segment, which we expect will start contributing to
revenue growth in fiscal 2025, with full run-rate realization in
the following year.
"Under our base-case forecast, we expect overall performance will
remain well below the record levels of 2023, leading to a prolonged
period of weaker credit metrics. In 2024, we expect lower demand
will lead to a sizeable decline in S&P Global Ratings-adjusted
EBITDA, resulting in a deterioration in credit metrics, with FFO
cash interest coverage falling to the low-1x area and S&P Global
Ratings-adjusted debt to EBITDA rising to the high-8x area
excluding preferred equity (12x area including preferred). In 2025,
we expect a moderate recovery, with modest improvement in FFO cash
interest to the low- to mid-1x area and S&P Global Ratings-adjusted
debt to EBITDA to the low-7x area (10x).
"We expect muted orders in fiscal 2024 will contribute to a net
cash outflow from working capital and negative free operating cash
flow (FOCF). CPM's cash flow is closely linked to order intake,
with the company collecting nonrefundable, up-front deposits when
booking an order with a customer. Therefore, working capital is
typically a source of cash during periods of growing demand and a
use of cash during periods of falling demand. This dynamic is
atypical compared to most capital goods manufacturers. We forecast
orders will remain weak through at least fiscal 2024, and this
continued decline in incoming cash deposits will cause moderately
negative FOCF. In fiscal 2025, we expect a return to moderate
positive FOCF, primarily due to a return to growth in
orders--mostly in the second half of the year--higher absolute
earnings, and initiatives to streamline inventory and accounts
receivable.
"The stable outlook reflects our expectation that operating
performance will improve in 2025 after a challenging 2024, though
FFO cash interest coverage will remain the low 1.0x area and S&P
Global Ratings-adjusted debt to EBITDA will remain above 6.5x
excluding preferred equity (above 9x including preferred). We also
expect the company will maintain adequate liquidity."
S&P could lower its ratings on CPM if S&P views the capital
structure as unsustainable. This could occur due to:
-- FFO cash interest coverage declining to below 1.0x, which S&P
estimates would be in line with S&P Global Ratings-adjusted debt to
EBITDA in the high-single-digit area (low-double-digit area
including preferred equity), and remaining there for example due to
a prolonged downturn in the demand; or
-- Persistent, significant negative FOCF resulting in
significantly weaker liquidity--for example due to a prolonged
weakness in orders and lower collection of nonrefundable, up-front
deposits.
S&P could raise S&P's ratings on CPM if:
-- FFO cash interest coverage rises above 1.5x and we expect it
will remain there; and
-- S&P Global Ratings-adjusted debt to EBITDA declines to below
6.5x excluding preferred equity (9x including preferred) and S&P
expects it will remain there; and
-- Financial policy is in line with these credit metrics; and
-- The company generates positive FOCF on average across a
business cycle.
DALRADA FINANCIAL: Roger Campos Nominated to Board of Directors
---------------------------------------------------------------
Dalrada Financial Corporation disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on October
23, 2024, Roger Campos, was nominated as a member of the Company's
Board of Directors with the Board approval received on October 23,
2024.
Roger Campos is the Founder and Chairman/CEO of the Minority
Business RoundTable (MBRT), established in 2002 as the first
national organization for CEOs of the nation's Asian American,
Hispanic American, African American, and Native American-owned
businesses. MBRT provides a national forum for CEOs of large and
small, minority, veteran, HUBZone and women-owned businesses to
address public policy issues; and serves as a unique resource on
business issues including federal procurement, contracting, access
to capital and coaching CEO's on how to do business with large
corporations, federal and state governments.
Appointed by Maryland Governor Larry Hogan, during his first term,
Mr. Campos served in the Cabinet as Maryland's first Business
Ombudsman responsible for investigating and resolving complaints,
issues or problems between businesses, economic development
organizations, communities, and federal, state, and local agencies;
and overseeing and administering Maryland's first customer service
standards. During the Governor's second term, Mr. Campos was
appointed as Assistant Secretary for Project C.O.R.E (Creating
Opportunities for Renewal & Enterprise) and small business
development, an economic and revitalization initiative in Baltimore
City to expand business and community growth, provide new green
space, affordable housing, mixed- use development, encourage
investment through attractive financing, generate jobs and
strengthen the partnership between Baltimore and the State of
Maryland.
Prior to founding MBRT, Mr. Campos was Vice President of Government
Relations for the Hispanic Association of Colleges and Universities
where he served as chief executive managing Washington, D.C.
operations including overseeing the nationally recognized
internship program that has educated more than 12,000 interns from
over 500 colleges and universities. He was also Co-Founder of U.S.
Hispanic Youth Entrepreneurship & Education, a nonprofit that
provided students with leadership skills and college stipends.
He has a distinguished public service career having served four
years in the White House, Executive Office of the President, Office
of Management and Budget setting up Presidential Commissions,
Councils and reorganizations of federal programs; Special Assistant
to the Secretary of Energy; Served as Special Consultant to the
Administrator, Small Business Administration where he drafted the
standard operating procedures for the U.S. federal government's
8(a) minority business program; and served in the Office of the
General Counsel, U.S. Department of Agriculture. He has also served
on several Cabinet National Advisory Boards and is widely
recognized as a national business leader on small business,
supplier diversity, access to contracts and capital with federal,
state, and local governments.
Mr. Campos holds a Juris Doctorate degree from California Western
School of Law in San Diego, CA and a Bachelor of Arts degree in
social sciences from the University of California at Santa
Barbara.
About Dalrada
Dalrada Financial Corporation has five business divisions: Genefic,
Dalrada Climate Technology, Dalrada Precision Manufacturing,
Dalrada Technologies, and Dalrada Corporate. Within each of these
divisions, the Company drives transformative innovation while
creating solutions that are sustainable, accessible, and
affordable. Dalrada's global solutions directly address climate
change, gaps in the health care industry, and technology needs that
facilitate a new era of human behavior and interaction and ensure a
bright future for the world around us.
Going Concern
In its Quarterly Report for the three months ended March 31, 2024,
Dalrada disclosed that the continuation of the Company as a going
concern is dependent upon the continued financial support from
related parties, its ability to identify future investment
opportunities, obtain the necessary debt or equity financing, and
generate profitable operations. The Company had net losses of
approximately $13.1 million, accumulated deficit of $154.8 million,
and net cash used in operations of $5.7 million for the nine months
ended March 31, 2024. These factors raise substantial doubt
regarding the Company's ability to continue as a going concern for
a period of 12 months from the issue date of the report.
As of March 31, 2024, Dalrada had $30.17 million in total assets,
$21.35 million in total liabilities, and $8.82 million in total
stockholders' equity.
DANIEL SMART: Gets Interim OK to Use Cash Collateral Until Nov. 30
------------------------------------------------------------------
Daniel Smart Manufacturing, Inc. received interim approval from the
U.S. Bankruptcy Court for the District of Maryland to use cash
collateral through Nov. 30.
The interim order approved the use of cash collateral to pay the
company's operating expenses. The company's projected budget for
November shows total operating expenses of $160,412 and payment of
$7,909.18 to Fulton Bank, N.A., which is due by Nov. 22.
The interim order provides adequate protection to secured creditors
in the form of replacement liens on post-petition assets.
The next hearing is scheduled for Nov. 20.
About Daniel Smart Manufacturing
Daniel Smart Manufacturing, Inc. is a manufacturer and distributor
of motorcycle gear, accessories and fashion leather apparel in
Baltimore City, Md. It conducts business under the name Daniel
Smart Leather.
Daniel Smart Manufacturing filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Md. Case No.
24-15658) on July 5, 2024, with $1 million to $10 million in both
assets and liabilities. Hassan Tariq, president and owner, signed
the petition.
Judge Michelle M. Harner presides over the case.
The Debtor tapped Janet M. Nesse, Esq., at McNamee Hosea, PA as
legal counsel and Waypoint Resources, LLC as financial advisor.
DAYBREAK OIL: Names Bennett Anderson New CEO, President
-------------------------------------------------------
Daybreak Oil and Gas, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that James F.
Westmoreland, President and Chief Executive Officer and Interim
Principal Financial Officer, retired from the Company effective
November 1, 2024. At the same time, Mr. Westmoreland retired his
positions as Chairman and member of the Board of Directors.
The Board appointed Mr. Bennett Anderson to the position of
President and Chief Executive Officer, effective with the close of
business on Friday, November 1, 2024, to fill the vacancies created
by Mr. Westmoreland's retirement. With this appointment, Mr.
Anderson resigned from his Chief Operating Officer position,
effective as of close of business on Friday, November 1, 2024. Mr.
Anderson was also elected to the Company's Board of Directors
effective as of November 1, 2024.
Mr. Anderson was appointed Chief Operating Officer in 2006. Prior
to that time, he was a private investor from 2002 to 2006. He
served as a Vice President with Novell, Inc. from 1998-2002. Mr.
Anderson's duties included product direction, strategy and market
direction, and training and support for the field sales staff. From
1978 to 1982, Mr. Anderson worked as a rig hand and was involved in
drilling over a dozen wells in North Dakota. He holds a Bachelor of
Science from Brigham Young University in Computer Science and
graduated with University Honors of Distinction.
There are no family relationships between Mr. Anderson and any of
the other members of the Board of Directors or the Company's
officers.
Since the beginning of Daybreak's last fiscal year, March 1, 2024,
in accordance with Item 404(a) of Regulation S-K, there were no
transactions to report.
In connection with Mr. Anderson's appointment as President and
Chief Executive Officer, the Board has not consulted with the
Compensation Committee and does not foresee any change in annual
salary payable to him, which is currently $100,000. However,
starting July 2023, all employees are currently being paid 25% of
that original salary, with the remaining 75% being accrued.
Therefore, Mr. Anderson is actual salary being paid to him, is
$25,000 with $75,000 being accrued.
On October 22, 2024, the Board also accepted the retirement, of Mr.
James F. Meara, Director, Audit Committee Chairman and Audit
Committee Financial Expert; and Mr. Timothy R. Lindsey, Director,
Compensation Committee Chairman, and Nominating and Corporate
Governance Committee Chairman, effective close of business on
Friday, November 1.
Mr. Darren Williams will remain on the Board as a Director. With
Mr. Williams and the newly elected Mr. Anderson holding positions
on the Board, the Board elected to reduce the number of members to
three, in accordance with the articles of incorporation and the
bylaws of the Company.
On October 31, 2024, the Board elected Mr. John B. Linford to the
Board of Directors. Mr. Linford is an Attorney with John B.
Linford, A Professional Law Corporation located in Bakersfield, CA.
Mr. Linford has served as an oil and gas legal counsel to Daybreak
since 2011. He has helped prepare land agreements as well as water
use and general legal counsel for oil and gas related issues. Mr.
Linford has helped create lease agreements as well as reviewed
existing legal agreements for acquisition and Partnerships for
Daybreak. Mr. Linford has been in private practice in Bakersfield,
CA from July 1990 – Present, emphasizing oil and gas, minerals
and natural resources, real estate, common interest development,
general business, commercial, corporations, partnerships,
counseling, transactions, trial litigation, appeals, arbitration
and mediation. From November 1988 – July 1990, he served as an
Attorney with Shell Oil Company in Bakersfield, CA providing legal
counsel and advice, contracts, business, oil and gas transactions,
mergers and acquisitions, litigation (in-house and outside)
agricultural, construction, commercial, water, and real property.
Mr. Linford graduated from the University of Oklahoma, College of
Law with a Juris Doctor with Honors in 1988 with many accolades. He
earned his Undergraduate at South Dakota School of Mines &
Technology; B.S. Geological Engineering with High Honors in 1979.
Mr. Linford earned his Bar Admissions in California in December
1988; and U.S. District Court, Eastern District California in
December 1988. He had an early career as a Geological Engineer, and
served in the U.S. Navy.
There are no understandings or arrangements between Mr. Linford and
any other person pursuant to which Mr. Linford was selected as a
Director. Mr. Linford does not have any family relationship with
any director, executive officer or person nominated or chosen by us
to become a director or executive officer. Mr. Linford provides
legal counsel to Daybreak in California relating to land
agreements; water use and general legal counsel for oil and gas
related issues. He has helped create lease agreements as well as
reviewing existing legal agreements for acquisition and
Partnerships for Daybreak. Since the last fiscal year ended
February 29, 2024, Daybreak has paid Mr. Linford approximately
$6,225.
About Daybreak Oil and Gas
Daybreak Oil and Gas, Inc. -- http://www.daybreakoilandgas.com/--
is an independent crude oil and natural gas company currently
engaged in the exploration, development and production of onshore
crude oil and natural gas in the United States. The Company is
headquartered in Spokane Valley, Washington with an operations
office in Friendswood, Texas.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2006, issued a "going concern" qualification in its report dated
Jan. 23, 2024, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going
concern.
Daybreak Oil and Gas disclosed a net loss available to common
shareholders of $2.43 million, compared to a net loss available to
common shareholders of $398,450 for the 12 months ended Feb. 28,
2022. As of Feb. 28, 2023, Daybreak Oil and Gas had $7.72 million
in total assets, $4.51 million in total liabilities, and $3.21
million in total stockholders' equity.
DD MIND BODY: Unsecured Creditors to Split $12K over 3 Years
------------------------------------------------------------
DD Mind Body Health, LLC, filed with the U.S. Bankruptcy Court for
the Eastern District of Michigan a Subchapter V Plan of
Reorganization dated October 1, 2024.
The Debtor was established on May 1, 2019, by Deanna Paul and
Dallas Bird to operate an Anytime Fitness center under a Franchise
Agreement dated November 7, 2018 (the "Franchise Agreement")
between Anytime Fitness, LLC ("Anytime Franchisor") and Deanna Paul
and Dallas Bird.
Initially Deanna Paul owned 49% of the membership interest in
Debtor and Dallas Bird owned 51%, however, Deanna Paul purchased
Dallas Bird's membership interest for Fifty Thousand dollars
($50,000) pursuant to a Promissory Note and Membership Interest
Pledge Agreement dated on or about May 20, 2024. As a result, as of
the Petition Date, Deanna Paul owned all of the outstanding
membership interests in the Debtor.
Through this proposed Plan, Debtor intends to reorganize and
continue operating its business, and to make pro rata distributions
to General Unsecured Creditors equal to Debtor's Projected
Disposable Income during the three-year Plan Term.
As shown in the projections, Debtor estimates that by continuing to
operate the business, Debtor will be able to make total payments to
General Unsecured Creditors over a three-year period of $12,000,
after all payments required under the Plan on account of all
secured, administrative and priority claims. Debtor proposes to
distribute its Projected Disposable Income through three annual
payments to be made on March 1 of 2026, 2027 and 2028.
In order to ensure Debtor has sufficient cash on hand to
efficiently operate its business, the first two payments will be in
the amount of $4,000 each, constituting 100% of Debtor's Projected
Disposable Income.
Class II consists of all Allowed General Unsecured Claims. Class II
Claims include any Allowed Claims resulting from the rejection of
any contracts or unexpired leases as well as any deficiency Claim
that may be asserted by Citizens Bank resulting from a sale of the
2022 GMC Sierra for less than the amount owed by Debtor.
The deadline for the filing of claims has not passed and,
accordingly, the final claim amount may differ substantially from
Debtor's estimate. However, Debtor anticipates that all Class II
Claims have been filed or are reflected in Debtor's Schedules as
follows (all Claims remain subject to dispute or may be challenged
as avoidable): American Express National Bank ($12,832.05); Live
Oak DHP Debt ($630,398.58); Citizens Bank Deficiency Claim
(expected to be $0); PNC Bank Credit Card ($1,249.59); and DTE
Energy Co. ($1,922.54).
Holders of Allowed Class II Claims shall receive a Pro Rata share
of the Projected Disposable Income based on all Class II Allowed
Unsecured Claims. Starting on the first anniversary of the
Effective Date and annually thereafter for a three-year
distribution period (with three distributions), the Reorganized
Debtor shall distribute no less than all of its Projected
Disposable Income to Class II Creditors (each an "Annual
Distribution"). All Annual Distributions shall be distributed to
Holders of Allowed Unsecured Claims on a Pro Rata basis. As set
forth in the Projections, each Annual Distribution will be in the
amount of $4,000.00, for total distributions to Holders of Allowed
Class II Claims of $12,000.
Class III consists of the Claims of Interests of Debtor. The
Holders of Allowed Interests of this Class will retain their
Interests in the Reorganized Debtor in the same percentages as held
in Debtor.
Upon the Effective Date, Debtor will become the Reorganized Debtor.
The Reorganized Debtor shall continue operating Debtor's business,
shall collect all revenues and income, and shall distribute such
revenues and income as provided under the terms of this Plan.
During the Plan Term, the Reorganized Debtor shall retain Ms. Paul
as its Manager. The Reorganized Debtor may retain or hire other
employees at commercially reasonable rates of compensation.
A full-text copy of the Subchapter V Plan dated October 1, 2024 is
available at https://urlcurt.com/u?l=ZDvV62 from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Ryan Heilman, Esq.
Heilman Law PLLC
40900 Woodward Ave., Suite 111
Bloomfield Hills, MI 48304
Telephone: (248) 835-4745
Email: ryan@heilmanlaw.com
About DD Mind Body Health
DD Mind Body Health, LLC was established on May 1, 2019, by Deanna
Paul and Dallas Bird to operate an Anytime Fitness center.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-46480) on July 3,
2024, with up to $50,000 in assets and up to $1 million in
liabilities.
Judge Lisa S. Gretchko presides over the case.
Ryan Heilman, Esq., at Heilman Law PLLC represents the Debtor as
legal counsel.
DIAMOND K LLC: Case Summary & Two Unsecured Creditors
-----------------------------------------------------
Debtor: Diamond K LLC
2377 Clark Rd
Live Oak, CA 95953
Business Description: Fruit and Tree Nut Farming
Chapter 11 Petition Date: November 14, 2024
Court: United States Bankruptcy Court
Eastern District of California
Case No.: 24-25181
Judge: Hon. Ronald H Sargis
Debtor's Counsel: Robert S. Marticello, Esq.
RAINES FELDMAN LITTRELL LLP
1900 Avenue the Stars
Suite 1900
Los Angeles, CA 90067
Tel: (310) 440-4100
Email: rmarticello@raineslaw.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Kamaljit Kalkat as manager.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/E2Y2S4Y/Diamond_K_LLC__caebke-24-25181__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Two Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Colony Hill HOA Dues $5,964
c/o Wasserman
Kornheiser Combs
7955 Raytheon
Road, Suite A
San Diego, CA
92111-1606
2. MBHGA LLC Alleged $0
3435 Wilshire Blvd., Breach of
Ste. 2200 Contract
Los Angeles, CA
90010
Ramin R. Younessi
Phone: 213-820-5020
DIAMOND SPORTS: Bankruptcy Court Approves Reorganization Plan
-------------------------------------------------------------
Diamond Sports Group announced that the United States Bankruptcy
Court for the Southern District of Texas approved Diamond's Plan of
Reorganization to emerge from Chapter 11 bankruptcy protection.
Diamond expects to complete the restructuring process in the coming
weeks, after satisfying customary conditions.
Under the terms of the Plan, Diamond will complete a comprehensive
balance sheet restructuring that will reduce its debt from almost
$9 billion to $200 million. Upon completion of its restructuring,
Diamond will be well capitalized with more than $100 million in
cash and cash equivalents on its balance sheet.
The Plan received nearly unanimous support from Diamond's almost $9
billion in funded debt holders. Upon emergence, Diamond's lead
creditors, funds managed by or affiliated with PGIM, Inc., Hein
Park Capital Management LP, Discovery Capital Management, Hudson
Bay Capital Management LP, and Alta Fundamental Advisors LLC, will
exchange certain funded debt claims for equity in the reorganized
company. Sinclair, Inc.'s equity interests in Diamond will be
cancelled. Diamond will operate as a standalone entity, having
already completed its operational separation from Sinclair.
Upon emergence, Diamond Sports Group, which does business as
FanDuel Sports Network, will be home to 13 NBA teams, 8 NHL teams
and 6 MLB teams, including:
-- NBA: Atlanta Hawks, Charlotte Hornets, Cleveland Cavaliers,
Detroit Pistons, Indiana Pacers, Los Angeles Clippers, Memphis
Grizzlies, Miami Heat, Milwaukee Bucks, Minnesota Timberwolves,
Oklahoma City Thunder, Orlando Magic and San Antonio Spurs.
-- NHL: Carolina Hurricanes, Columbus Blue Jackets, Detroit Red
Wings, Los Angeles Kings, Minnesota Wild, Nashville Predators, St.
Louis Blues and Tampa Bay Lightning.
-- MLB: Atlanta Braves, Los Angeles Angels, Miami Marlins, St.
Louis Cardinals, Detroit Tigers and Tampa Bay Rays.
Following Diamond's completion of the restructuring process, David
Preschlack, Chief Executive Officer; Eric Ratchman, President of
Distribution and Business Development; and David DeVoe Jr., Chief
Operating Officer and Chief Financial Officer will remain in their
respective roles at Diamond Sports Group. Diamond's Board will
include new members after emergence from bankruptcy.
David Preschlack, CEO of Diamond, stated: "Today is a landmark day
for Diamond, as we embark on a new path for our business. Diamond
is now unencumbered by legacy debt, financially stable and
enthusiastically supported by new ownership. Over the last eighteen
months, we have worked tirelessly to strengthen our business,
including by reaching revised multi-year rights agreements with
team and league partners, go-forward carriage agreements with major
distribution partners, a broad naming rights partnership with
FanDuel and a commercial agreement with Amazon. These critical
achievements and a realigned business are enabling us to emerge as
a sustainable, go-forward entity that drives value for our partners
and fans."
Preschlack continued, "Looking ahead, Diamond is well-positioned to
further enhance its product offering and remains committed to
delivering the highest quality live sports content in-market to
fans through both linear and direct-to-consumer frameworks. I want
to express my gratitude to the hardworking Diamond Sports Group
employees for their unwavering support, dedication and continued
confidence throughout this transformative period. Together, we are
excited to build a bright future for Diamond and our
stakeholders."
Additional information regarding Diamond's Chapter 11 proceeding,
including court filings and information about the claims process
are available at https://cases.ra.kroll.com/DSG. Questions should
be directed to the Company's claims agent, Kroll Restructuring
Administration LLC by email to DSGInfo@ra.kroll.com or by phone at
(877) 720-6635.
About Diamond Sports Group
Diamond Sports Group, LLC, and its affiliates own and/or operate
the Bally Sports Regional Sports Networks, making them the nation's
leading provider of local sports programming. DSG's 19 Bally Sports
RSNs serve as the home for 42 MLB, NHL, and NBA teams. DSG also
holds joint venture interests in Marquee, the home of the Chicago
Cubs, and the YES Network, the local destination for the New York
Yankees and Brooklyn Nets. The RSNs produce about 4,500 live local
professional telecasts each year in addition to a wide variety of
locally produced sports events and programs. DSG is an
unconsolidated and independently run subsidiary of Sinclair
Broadcast Group.
Diamond Sports Group and 29 of its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case
No. 23-90116) on March 14, 2023. In the petition signed by David F.
DeVoe, Jr., as chief financial officer and chief operating officer,
Diamond Sports Group listed $1 billion to $10 billion in both
assets and liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP
and Porter Hedges, LLP as bankruptcy counsel; Wilmer Cutler
Pickering Hale, Dorr, LLP and Quinn Emanuel Urquhart & Sullivan,
LLP as special counsel; AlixPartners, LLP as financial advisor;
Moelis & Company, LLC and LionTree Advisors, LLC as investment
bankers; Deloitte Tax, LLP, as tax advisor; Deloitte Financial
Advisory Services, LLP, as accountant; and Deloitte Consulting, LLP
as consultant. Kroll Restructuring Administration, LLC is the
claims agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Akin Gump Strauss Hauer & Feld LLP as counsel; FTI
Consulting, Inc., as financial advisor; and Houlihan Lokey Capital,
Inc., as investment banker.
DISH NETWORK: Lenders Decline DirecTV Debt Deal as Deadline Looms
-----------------------------------------------------------------
Jill R. Shah and Reshmi Basu of Bloomberg News report that the
creditors of Dish Network Corp. have turned down the company's
bond-exchange offer as the deadline nears for a vital debt
agreement connected to its planned merger with DirecTV.
In a letter reported by Bloomberg, Dish's steering committee urged
a larger group of bondholders to oppose the offer, calling it one
of the most significant deals "engineered at the expense of
creditors." They also reminded investors of their obligation to
remain unified under a cooperation agreement.
About DISH Network Corporation
DISH Network Corporation is a holding company that operate two
primary business segments namely Pay-TV and wireless the latter of
which consists of retail wireless and 5G network deployment.
DISH NETWORK: Lenders Turn Down DirecTV Debt Deal Before Deadline
-----------------------------------------------------------------
Jill R. Shah and Reshmi Basu of Bloomberg News report that
creditors of Dish Network Corp. have rejected the satellite TV
provider's bond-exchange offer just before the deadline for a
critical debt deal linked to its proposed acquisition by competitor
DirecTV.
In a letter viewed by Bloomberg, Dish's steering committee urged
other bondholders to stand firm, calling the deal one of the
largest ever "engineered at the expense of creditors" and reminding
them of their commitment under a cooperation pact.
"This group has firmly and unanimously rejected the latest proposed
exchange offer," the letter stated.
DISH Network Corporation
DISH Network Corporation is a holding company that operate two
primary business segments namely Pay-TV and wireless the latter of
which consists of retail wireless and 5G network deployment.
DISTINCTIVE CORP: Updates Restructuring Plan Disclosures
--------------------------------------------------------
Distinctive Corporation submitted a First Amended Plan of
Reorganization dated October 1, 2024.
The Debtor's financial projections show that the Debtor will have
projected disposable income of $615,000.
The final Plan payment is expected to be paid on March 1, 2029,
which is anticipated to be 53 months after the effective date.
Janice Jung Albright will continue serving as Debtor's President,
Director and only officer.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 0 cents on the dollar [or] is unable to estimate
the distribution to creditors, consistent with the liquidation
analysis and projected disposable income. This Plan also provides
for the payment of administrative and priority claims.
Like in the prior iteration of the Plan, Class 3 non-priority
unsecured creditors will be paid zero.
Class 4 consists of equity security holders of the Debtor. Equity
security holders will be paid zero.
The plan will be funded by payments from Debtor's income. Debtor
projects that its net income will increase during the length of the
plan to allow for payments.
The total to be paid by Debtor under the Plan is $615,000. The
$615,000 to be paid under the plan will be paid according to the
following schedule. The first payment will be deemed to have been
made on May 15, 2024 and the final will be on April 15, 2029, which
is 60 monthly payments after the case was filed on April 24, 2024.
A full-text copy of the First Amended Plan of Reorganization dated
October 1, 2024 is available at https://urlcurt.com/u?l=HYbohX from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Douglas A Crowder, Esq.
Crowder Law Center, PC
303 N. Glenoaks Blvd., Suite 200
Burbank, CA 91502
Telephone: (213) 509-1515
Facsimile: (877) 772-7094
Email: dcrowder@croderlaw.com
About Distinctive Corporation
Distinctive Corporation started in 2005 with a full-service
restaurant to what is now called Ale House and Bistro ("Ale House"
or "Gilroy Restaurant") in Gilroy, California.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-50603) on April 24,
2024, with $34,500 in assets and $3,149,772 in liabilities. Jung
Albright, president, signed the petition.
Judge M. Elaine Hammond presides over the case.
Douglas A. Crowder, Esq., at Crowder Law Center, PC, is the
Debtor's bankruptcy counsel.
DIVERSIFIED HEALTHCARE: Reports $98.7 Million Net Loss in Fiscal Q3
-------------------------------------------------------------------
Diversified Healthcare Trust filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $98.7 million on $373.6 million of total revenues for
the three months ended September 30, 2024, compared to a net loss
of $65.8 million on $356.5 million 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 $282.8 million on $1.1 billion in total revenue,
compared to a net loss of $191 million on $1.05 billion of total
revenues for the same period in 2023.
As of September 30, 2024, the Company had $5.3 billion in total
assets, $3.2 billion in total liabilities, and $2.05 billion in
total stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/4znjeznx
About Diversified Healthcare Trust
Diversified Healthcare Trust (Nasdaq: DHC) --
https://www.dhcreit.com -- is a REIT organized under Maryland law
that primarily owns medical office and life science properties,
senior living communities, and other healthcare-related properties
throughout the United States. As of June 30, 2024, DHC's
approximately $7.2 billion portfolio included 370 properties in 36
states and Washington, D.C., occupied by approximately 500 tenants,
and totaling approximately 8.4 million square feet of life science
and medical office properties and more than 27,000 senior living
units. DHC is managed by The RMR Group (Nasdaq: RMR), a leading
U.S. alternative asset management company with over $41 billion in
assets under management as of June 30, 2024, and more than 35 years
of institutional experience in buying, selling, financing, and
operating commercial real estate.
Diversified Healthcare Trust disclosed a net loss of $293.57
million for the year ended Dec. 31, 2023, compared to a net loss of
$15.77 million for the year ended Dec. 31, 2022. As of June 30,
2024, Diversified Healthcare Trust had $5.33 billion in total
assets, $3.18 billion in total liabilities, and $2.15 billion in
total shareholders' equity.
* * *
As reported by the TCR on Jan. 24, 2024, Moody's Investors Service
upgraded Diversified Healthcare Trust's (DHC) Corporate Family
Rating to Caa3 from Ca. Moody's said the upgrade of the CFR to Caa3
reflects some partial easing of Moody's concerns over DHC's
immediate capital needs as the new notes' proceeds have been used
to repay the company's 2024 maturities, namely $450 million under
its senior credit facility due 15 January 2024 and $250 million of
unsecured notes due May 1, 2024.
As reported by the TCR on Jan. 5, 2024, S&P Global Ratings raised
its Company credit rating on Diversified Healthcare Trust (DHC) to
'CCC+' from 'CCC-'. S&P said, "The negative outlook reflects DHC's
ongoing liquidity pressure and the refinancing risk remaining with
material debt maturities in 2025 and 2026. The outlook also
reflects our expectation for a gradual recovery in the operating
performance of the company's senior housing operating property
(SHOP) portfolio, though the pace of this recovery remains
uncertain."
DMFYD LIC LLC: Case Summary & One Unsecured Creditor
----------------------------------------------------
Debtor: DMFYD LIC LLC
c/o Barone Management
1044 Northern Blvd, Suite 305
Roslyn, NY 11576
Business Description: DMFYD LIC LLC is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: November 14, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-44740
Judge: Hon. Jil Mazer-Marino
Debtor's Counsel: Fred S. Kantrow, Esq.
THE KANTROW LAW GROUP, PLLC
732 Smithtown Bypass
Suite 101
Smithtown, NY 11787
Tel: 516-703-3672
Email: fkantrow@thekantrowlawgroup.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Scott Barone as member.
The Debtor listed CPIF PE I, LLC c/o Benesch Law, 71 South Wacker
Drive, Suite 1600, Chicago, IL 60606-4637 as its sole unsecured
creditor.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/4NV7GAI/DMFYD_LIC_LLC__nyebke-24-44740__0001.0.pdf?mcid=tGE4TAMA
DRF LOGISTICS: Pitney Bowes Reaches Deal in Bankruptcy Dispute
--------------------------------------------------------------
Pitney Bowes Inc., a technology-driven company that provides SaaS
shipping solutions, mailing innovation, and financial services to
clients around the world, announced that it has reached an
agreement in principle with DRF Logistics LLC (f/k/a the Global
Ecommerce segment) to resolve ongoing disputes with the official
committee of unsecured creditors. The Committee is tasked with
representing the interests of all creditors asserting unsecured
claims against DRF and its affiliated debtor.
Lance Rosenzweig, Pitney Bowes' Chief Executive Officer,
commented:
"This Agreement in Principle represents an important milestone in
the DRF wind-down process and resolves the Committee's disputes on
fair and reasonable terms. We believe that this deal is favorable
to the Company and, critically, provides us with a high degree of
certainty with respect to the parameters of DRF's expeditious exit
from bankruptcy. We expect to remain firmly on track to complete
the exit by the end of 2024, ahead of our initial expectations, and
continue to target approximately $150 million in one-time costs
from the wind-down. We look forward to closing this chapter and
continuing to focus on our significant opportunities for profitable
growth in our remaining businesses."
Certain terms of the Agreement in Principle remain subject to
ongoing discussions and documentation, and thus no result can be
assured at this time. The Agreement in Principle will be documented
in a revised chapter 11 plan of DRF, which will be filed with the
bankruptcy court in advance of the currently scheduled confirmation
hearing on November 19, 2024.
About Pitney Bowes
Pitney Bowes (NYSE: PBI) is a technology-driven company that
provides SaaS shipping solutions, mailing innovation, and financial
services to clients around the world -- including more than 90
percent of the Fortune 500. Small businesses to large enterprises,
and government entities rely on Pitney Bowes to reduce the
complexity of sending mail and parcels. For the latest news,
corporate announcements, and financial results, visit
www.pitneybowes.com/us/newsroom. For additional information, visit
Pitney Bowes at www.pitneybowes.com.
About DRF Logistics
Headquartered in Austin, Texas, DRF Logistics, LLC and DRF, LLC are
providers of domestic ecommerce parcel services, as well as
cross-border logistics services, operating approximately $35
billion in total addressable market and working with over 350
customer brands, including leading retailers and marketplaces. The
Debtors' domestic parcel services include delivery, returns,
underlying client and consumer-facing software. The Debtors'
cross-border services include modular delivery solutions to over
200 destinations.
DRF Logistics and DRF filed their voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead
Case No. 24-90447) in August 8, 2024, listing $100 million to $500
million in both assets and liabilities. The petitions were signed
by Eric Kaup as chief restructuring officer.
Judge Christopher M Lopez presides over the case.
Gabriel Adam Morgan, Esq., at Weil, Gotshal & Manges LLP, is the
Debtors' counsel.
ECHOSTAR CORP: S&P Upgrades ICR to 'CCC+', Outlook Negative
-----------------------------------------------------------
S&P Global Ratings raised its issuer credit rating (ICR) on
EchoStar Corp. to 'CCC+' due to the improved liquidity position
enabled by fresh capital and debt maturity extensions.
S&P said, "We assigned our 'B' issue-level rating to the new
secured debt issued at EchoStar, which carries a '1' recovery
rating.
"We lowered our ICR on Dish Network to 'SD' (selective default)
from 'CC' and issue-level ratings on the affected unsecured issues
to 'D'. We plan to raise the ICR to 'CCC+' in the coming days, in
line with the group parent EchoStar.
"We placed our 'CCC+' issue-level rating on Dish Network's secured
notes that were not part of the restructuring on CreditWatch with
positive implications, and we will raise it to 'B' in the coming
days.
"We raised our ICR on Hughes Satellite Systems Corp. to 'CCC+', in
line with the group parent."
The negative rating outlook on EchoStar reflects significant
execution risk associated with growing its wireless business in a
highly competitive marketplace.
EchoStar Corp. completed a subpar distressed debt exchange at
subsidiary Dish Network Corp. that involved $5.6 billion of new
money to fund cash shortfalls over the next year.
S&P said, "We view the Dish Network exchange as tantamount to
default. We believe that Dish's financial situation is distressed
and investors received less than the original promise because the
principal of the new securities is below the original amount, the
new debt's maturity extends beyond the original, and the timing of
payments is slowed for the 3.375% tranche. In exchange, the new
notes are secured by AWS-3 and AWS-4 spectrum and carry higher
interest rates (although interest will be paid in kind for the
first two years). We do not generally view a higher priority
ranking as offsetting compensation (although recovery prospects are
improved).
"DISH DBS Corp. lenders rejected the subpar exchange offer. The
merger agreement with DirecTV is contingent upon a discount capture
of about $1.5 billion, which DISH DBS Corp. lenders rejected. We
view this rejection as a credit negative because Echostar will be
unable to eliminate about $11 billion of Dish DBS debt, with a need
to refinance $4.7 billion of DISH DBS' debt in 2026 if the merger
fails. It is unclear whether there will be subsequent revisions to
the merger agreement and/or exchange offer. Our ICR on DISH DBS
remains 'CC' because it is possible an alternative exchange offer
could be announced in the coming weeks."
EchoStar's liquidity position is improved by the Dish Network
exchange, with runway into 2026. The company received about $8.1
billion of cash infusions as part of the comprehensive
restructuring, including:
-- A $2.5 billion loan from TPG Angelo Gordon (to repay the $2.0
billion maturity at DISH DBS due Nov. 15, 2024);
-- $5.2 billion from the issuance of new 10.75% spectrum-backed
notes due 2030; and
-- $400 million equity issuance.
As a result, S&P forecasts the company will have enough liquidity
to fund operational and financial needs through 2025 before a
maturity wall in 2026 that consists of $4.7 billion of DISH DBS'
maturities and $1.5 billion of debt due at Hughes. More
specifically, S&P projects EchoStar would end 2025 with about $5
billion of cash and equivalents before requiring external capital
in 2026 based on the following assumptions:
Sources of liquidity:
-- Cash of $2.6 billion as of Sept. 30, 2024;
-- $5.6 billion of new money from 10.75% notes and equity infusion
received in November 2024;
Uses of liquidity:
-- $2.0 billion due November 2024;
-- Free operating cash flow (FOCF) deficit of about $2 billion
through the end of 2026;
-- $4.7 billion of DISH DBS debt due in 2026; and
-- $1.5 billion of Hughes debt due in 2026.
S&P said, "If the DISH DBS merger with DirecTV is completed, we
believe Echostar's liquidity runway would improve to allow sources
to exceed uses through 2026 by the removal of $4.7 billion of Dish
DBS debt due in 2026. We estimate the company would have enough
liquidity to repay the $1.5 billion in Hughes debt due in 2026 with
internal cash before requiring to access capital in 2027 to
refinance the $3.5 billion secured notes maturing at Dish Network.
"Still, we view the capital structure as unsustainable. We
project the company will burn through cash over the next several
years. Its ability generate positive FOCF is uncertain and
dependent on successful execution of profitably expanding its
wireless business. Dish's wireless business is burning cash because
of a combination of steep operating losses due mostly to start-up
costs associated with tower leases combined with capital spending
to support its network buildout. More specifically, its retail
business is currently unprofitable, with its operating income
before depreciation and amortization (OIBDA) negative $175 million
through the first nine months of 2024. This is partly attributable
to one-time customer churn associated with the end of the
Affordable Connectivity Program. Separately, its 5G network segment
has yet to generate meaningful revenue with OIBDA negative $977
million through the first nine months of 2024.
"We believe the retail business will continue struggling to gain
market share given mature wireless market conditions and
competition from larger, more established wireless players and
cable operators with already strong brands. Furthermore, Boost's
prepaid business is shrinking--customers are down about 7% in 2024.
This leaves little room for a new entrant with limited brand
recognition. We believe Dish will need to compete on price, but
cable providers have penetrated the more price-sensitive segment of
the market recently by aggressively bundling mobile service with
high-speed internet, which could be difficult for Dish to compete
against.
"We expect its retail business can improve gross margins by
migrating customers onto the Boost network, which comprises over
250 million Americans covered with 5G data and 208 million people
with 5G Voice. Still, there will be increasing marketing and
distribution costs as well as handset subsidies because Dish aims
to expand its Boost retail brand by entering the postpaid market.
Echostar does not have a significant retail store presence for its
postpaid business, which will require investment and could pressure
profitability."
Ultimately, the bigger wireless opportunity lies with the nascent
5G enterprise, internet of things, and wholesale markets, which
Dish has yet to penetrate in a meaningful way. The company lacks
contracts with large enterprise clients or a long-anticipated
strategic partner that could improve line of sight into revenue
growth. The adoption of 5G private networks has been slow to gain
traction across the industry, but the size of this market and
Dish's ability to profitably expand into it will be important to
generate cash flow long term.
S&P said, "We expect very high recovery on the new secured notes.
We believe the spectrum securing the notes has considerable value.
More specifically, we believe the AWS-4 spectrum is worth more than
book value given that modifications to the licenses since they were
purchased in 2012 have increased the license value. First, the
Federal Communications Commission (FCC) subsequently granted full
terrestrial use of these licenses, which were originally purchased
as satellite spectrum. Then, the government granted a one-time
irrevocable option to use the 20 megahertz (MHz) of 2,000-2,020 MHz
for more valuable downlink purposes, which Dish elected for in
2016. Finally, in 2016, the global organization responsible for
developing and maintaining technical specifications for mobile
networks, known as "3GPP", standardized what is known as "Band 70".
Band 70 comprises Dish's current AWS-4 spectrum (2,000-2,020 MHz),
its H Block downlink spectrum (1,995-2,000 MHz), and unpaired AWS-3
uplink spectrum (1,695-1,710 MHz). By pairing what was auctioned as
uplink-only spectrum with its excess downlink spectrum, we believe
Dish has increased the usability of that spectrum and its value.
"Still, we recognize uncertainty with respect to the realization of
spectrum value. Therefore, we apply a 35% realization rate to the
appraised value of the spectrum. This discount reflects that
historical prices depend on prevailing market conditions, including
the number of potential buyers, the spectrum's fit for specific use
cases and needs within the buyer's existing portfolio, and the
capacity and willingness to pay. These factors can change over
time, presenting a significant risk to value of the spectrum. We
believe EchoStar's position as a forced seller as opposed to a
buyer could also dilute the value of its portfolio. Furthermore,
the three nationwide wireless carriers had already stretched their
balance sheets by spending about $100 billion collectively for
C-Band spectrum in 2021, which has yet to yield significant
returns. This could limit their ability to bid aggressively for
EchoStar's spectrum if sold.
"Finally, the FCC uses a "spectrum screen" to review secondary
market transactions and is triggered when a company acquires more
than one-third of spectrum available in a market. If each of the
three nationwide wireless carriers were only able to bid on
one-third of Echostar's spectrum, this could limit the valuation.
However, the screen doesn't limit an entity's spectrum holdings,
but instead prompts a review for the FCC to consider the
competitive dynamics on a case-by-case basis to determine if it is
in the public interest. We recognize that under a Republican
administration, it is reasonable to expect that the FCC could be
more amendable to larger spectrum purchases --as the concept of a
screen is a Democratic idea-- which could drive a more competitive
auction.
"Based on this 35% realization rate to appraised value, we arrive
at an estimated value of $10.5 billion for the AWS-3 and AWS-4
spectrum backing the new notes, totaling roughly $9.5 billion. We
have conservatively assumed that the second appraisal (which is not
yet available) is 25% below the original appraisal and used an
average of the two to arrive at the appraised value. We will update
this assumption as more information becomes available. Therefore,
we assigned a '1' recovery rating to the notes based on our
estimate for very high (90%-100%) recovery in a simulated
default."
The negative outlook reflects ongoing FOCF deficits and uncertainty
around EchoStar's ability to successfully penetrate the mature and
competitive wireless market.
S&P said, "We could lower our rating on EchoStar if its liquidity
position narrows over the next year such that we view a default or
distressed exchange as likely over the next 12 months.
"Although unlikely over the next year, we could raise the rating if
EchoStar demonstrates a path to long-term FOCF generation from
profitable market share gains in its wireless segment. This would
likely involve public disclosure of network partners and enterprise
contracts that would give us greater confidence that its wireless
strategy can generate significant revenues and cash flow."
ECHOSTAR CORP: The Vanguard Group Holds 9.72% Equity Stake
----------------------------------------------------------
The Vanguard Group disclosed in a Schedule 13G/A Report filed with
the U.S. Securities and Exchange Commission that as of September
30, 2024, it beneficially owned 13,649,245 shares of EchoStar
Corporation's Common Stock, representing 9.72% of the shares
outstanding.
A full-text copy of Vanguard Group's SEC Report is available at:
https://tinyurl.com/rwxujxte
About EchoStar Corporation
EchoStar Corporation (Nasdaq: SATS) -- www.echostar.com -- is a
provider of technology, networking services, television
entertainment, and connectivity, offering consumer, enterprise,
operator, and government solutions worldwide under its EchoStar,
Boost Mobile, Boost Infinite, Sling TV, DISH TV, Hughes, HughesNet,
HughesON, and JUPITER brands. In Europe, EchoStar operates under
its EchoStar Mobile Limited subsidiary, and in Australia, the
Company operates as EchoStar Global Australia.
Denver, Colorado-based KPMG LLP, the Company's auditor since 2002,
issued a "going concern" qualification in its report dated Feb. 29,
2024, citing that the Company has debt maturing in 2024 and expects
to use a substantial amount of cash in the next twelve months. This
raises substantial doubt about the Company's ability to continue as
a going concern.
EchoStar reported a net loss of $1.63 billion for the year ended
Dec. 31, 2023, compared to net income of $2.53 billion for the year
ended Dec. 31, 2022. As of March 31, 2024, the Company had $55.55
billion in total assets, $35.71 billion in total liabilities, and
$19.84 billion in total stockholders' equity.
ELETSON HOLDINGS: Wants to Challenge Approval of Rival Ch. 11 Plan
------------------------------------------------------------------
Yun Park of Law360 Bankruptcy Authority reports that Eletson
Holdings Inc., a gas tanker operator, has appealed a New York
bankruptcy judge's approval of a Chapter 11 plan proposed by
petitioning creditors, as stated in a notice.
About Eletson Holdings
Eletson Holdings Inc. is a family-owned international shipping
company, which touts itself as having a global presence with
headquarters in Piraeus, Greece as well as offices in Stamford,
Connecticut, and London.
At one time, Eletson claimed to own and operate one of the world's
largest fleets of medium and long-range product tankers and boasted
a fleet consisting of 17 double hull tankers with a combined
capacity of 1,366,497 dwt, 5 LPG/NH3 carriers with a combined
capacity of 174,730 cbm and 9 LEG carriers with capacity of 108,000
cbm.
Eletson Holdings, a Liberian company, is Eletson's ultimate parent
company and is the direct parent and owner of 100% of the equity
interests in the two other debtors, Eletson Finance (US) LLC, and
Agathonissos Finance LLC.
Eletson and its two affiliates were subject to involuntary Chapter
7 bankruptcy petitions (Bankr. S.D.N.Y. Case No. 23-10322) filed on
March 7, 2023 by creditors Pach Shemen LLC, VR Global Partners,
L.P. and Alpine Partners (BVI), L.P. The petitioning creditors are
represented by Kyle J. Ortiz, Esq., at Togut, Segal & Segal, LLP.
On Sept. 25, 2023, the Chapter 7 cases were converted to Chapter
11
cases.
The Honorable John P. Mastando, III is the case judge.
Derek J. Baker, Esq., represents the Debtors as bankruptcy
counsel.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors. The committee tapped Dechert, LLP as its legal
counsel.
ELLIS AGGREGATOR: Fitch Assigns 'B+' LongTerm IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has assigned a first-time 'B+' Long-Term Issuer
Default Rating (IDR) to Ellis Aggregator UK LP and published an IDR
of 'B+' for its subsidiary, PEX Holdings, LLC (d/b/a Gen II). The
Rating Outlook is Stable. In addition, Fitch has assigned a 'BB'
rating with a Recovery Rating of 'RR2' to the company's senior
secured term loan and revolving credit facility.
The ratings are supported by Gen II's highly recurring revenue,
strong profitability, solid FCF generation, and comfortable
liquidity. Gen II's reputation for service execution has made it a
leading provider of fund administration services to the private
capital industry, resulting in a diverse customer base. However,
the rating is constrained by Gen II's moderately high leverage and
relatively small scale of operations. Fitch rates Gen II relative
to other business services companies and believes it is well
positioned at a 'B+' IDR.
Key Rating Drivers
Small Scale of Operations: Gen II has a limited scale of
operations. Nonetheless, the company has a strong niche market
position within the funds administration space as the largest
provider to closed-end funds, particularly in private equity (PE),
real estate, infrastructure, and fund of funds. Fitch believes
continued growth - primarily through organic means, which has been
Gen II's main growth strategy since inception - will support an
improved scale of operations over time.
Moderate Metrics Support FCF: Fitch forecasts EBITDA leverage, or
debt/EBITDA, at 5x for 2024 and in the low to mid-4x range in 2025.
Fitch projects improving leverage in 2026 and beyond, driven
primarily by gradual margin improvement. Fitch projects EBITDA
interest coverage in the mid- to high 2x range over the next few
years. Gen II has a history of steady FCF generation that supports
its ratings. Fitch forecasts that Gen II will generate modestly
positive free cash flow in the FY25-FY27 period.
Good Revenue Visibility: The fund administration industry is
characterized by high client and revenue retention due to
operational complexity, which makes switching administrators
challenging, and long lifespans of private funds resulting in
highly recurring revenue. As such, Gen II has maintained average
gross and net retention rates of 99% and approximately 115%,
respectively. About 92%-95% of annual revenue generated by Gen II
comes from existing funds on the platform, which generate revenue
for an average of 10-15 years.
Furthermore, existing clients launch a new fund every three to five
years, implying approximately 25% of clients are launching a new
fund per year. Gen II's business model is not impacted by changes
in market valuations given its pure-play nature and focus on
closed-end funds. The company's revenue is based on capital
deployed as opposed to AUA and therefore is not as exposed to
market volatility, which is viewed as a credit positive.
Diversified, Stable Customer Base: Gen II's offerings are utilized
by 300+ general partners with no significant customer concentration
risk and continued headroom to gain share across its existing
client base. Given the highly mission-critical nature of Gen II's
solutions supporting GPs throughout the fund lifecycle, Fitch views
the revenue structure as resilient. Winning new bookings from
emerging managers, in-sourced fund administrators, and replacement
conversions further support the company's revenue over the rating
horizon.
Gen II has a diverse customer base (its largest customer represents
less than 10% of annual revenue) and decent geographic
diversification. These strengths are partly offset by limited
diversification outside of financial services.
Favorable Outsourcing Trends: Fitch expects strong growth in
industry revenue over the medium term due to private asset growth
and continued fund administration outsourcing. COVID-19 accelerated
adoption of outsourcing and cloud-based solutions, which is a trend
that has persisted due to customers' desire to enhance efficiencies
while ensuring their digital infrastructure is robust, secure, able
to be accessed via the cloud, and regulatory-compliant. Outsourcing
trends are further supported by increasing fund complexity, growing
regulatory oversight, fund-borne fees, and high capex requirements
for technology.
Derivation Summary
Gen II's ratings reflect the company's recurring revenue, solid
profitability and positive cash flow generation.
Fitch rates Gen II relative to other business services companies
such as Eisner Advisory Group, LLC (Eisner; B/Stable) and Boost
Parent, LP (Boost; B/Stable). Eisner is a middle-market U.S.
professional services firm with a national platform and global
presence. Boost is a market leader in data and analytics solutions
for the automotive industry, with high market share and brand
awareness among industry participants. Both Eisner and Boost
operate with a highly recurring revenue business model, similar to
Gen II.
Fitch expects Eisner's leverage to remain in the 5x-6x range due to
its acquisitive growth strategy, while Boost's leverage is
anticipated to stay within the 6x-7x range. Fitch projects Gen II's
leverage to be moderate, staying within the 4x-5x range over the
forecast horizon, which supports its better rating compared to its
more leveraged peers.
Key Assumptions
- Organic revenue growth in the low to mid-teens range in the 2025
and beyond;
- EBITDA margins remain relatively stable;
- Capex near 3.0% of revenue;
- No M&A or dividend distributions;
- Debt unchanged from original issuance amount with the exception
of 1% debt amortization per year;
- Floating rate debt assumes secured overnight financing rate
(SOFR) of 4.5% from 2025-2027.
RECOVERY ANALYSIS
For entities rated 'B+' and below, where the risk of default is
higher and recovery prospects are more significant to investors,
Fitch conducts a tailored, or bespoke, analysis of recovery upon
default for each issuance. The resulting debt instrument rating
includes a Recovery Rating or published 'RR' (graded from RR1 to
RR6) and is notched from the IDR accordingly. In this analysis,
there are three steps: (i) estimating the distressed enterprise
value (EV), (ii) estimating creditor claims, and (iii) distribution
of value.
Fitch assumes that Gen II would emerge from a default scenario
under a going concern approach rather than liquidation. The key
assumptions used in the recovery analysis are as follows:
- The revolver is fully drawn;
- 10% administrative claims;
- Fitch estimates a going concern EBITDA of approximately $90
million, which is meaningfully below current run-rate EBITDA. This
lower level of EBITDA reflects the possibility of competitive and
company-specific pressures that lead to a material decrease in
EBITDA;
- Fitch assumes a 7.0x multiple, which is validated by historic
public company trading multiples, industry M&A, and past
reorganization multiples Fitch has seen across various industries;
- Based on current metrics and assumptions, the waterfall analysis
generates a ranked recovery of 76% in the 'RR2' band, indicating a
'BB' rating for the planned senior secured debt instruments.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- EBITDA leverage sustained below 4.5x;
- CFO less capex to debt at 10% or better;
- Significant improvement in operating fundamentals reflected by
growth of revenue and EBITDA.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA leverage above 5.5x on a sustained basis;
- Interest coverage below 2.5x;
- CFO less capex to debt below 7.5% on a sustained basis;
- Significant acquisitions largely funded with debt that pressure
credit metrics or other changes in financial policies that weaken
the credit profile.
Liquidity and Debt Structure
Liquidity Profile: Fitch believes Gen II's liquidity, pro forma for
its pending refinancing transaction, is adequate, and should enable
it to invest for growth while also providing sufficient financial
flexibility for the rating category. At transaction close, Fitch
expects Gen II to have cash and cash equivalents exceeding $25
million and full availability on its proposed $75 million revolving
credit facility. In addition, Fitch expects liquidity will be
further supported by stable and positive FCF generation. Debt
amortization is modest at less than $10 million annually.
Debt Structure: Gen II's capital structure is expected to consist
of first-lien senior secured revolver and term loans. Pro forma for
the refinancing transaction, its first-lien senior secured debt
will include (i) a $75 million revolver and (ii) a $675 million
term loan maturing in 2031. The term loan is expected to amortize
at 1% per annum.
Issuer Profile
Gen II is an independent private equity fund administrator
servicing closed-end funds with a focus on PE, real estate,
infrastructure, and fund of funds. It currently administers more
than $1.4 trillion of private fund capital across 300+ clients with
1,700+ professionals.
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
----------- ------ --------
PEX Holdings, LLC LT IDR B+ Publish
senior secured LT BB New Rating RR2
Ellis Aggregator UK LP LT IDR B+ New Rating
ELLUCIAN HOLDINGS: Moody's Affirms B3 CFR, Outlook Stable
---------------------------------------------------------
Moody's Ratings affirmed Ellucian Holdings Inc.'s corporate family
rating at B3 and probability of default rating at B3-PD following
the company's announced refinancing and dividend recapitalization
transaction. Concurrently, Moody's assigned a B2 rating to the
company's proposed $2.0 billion backed first-lien senior secured
bank credit facility due 2029, comprised of a $200.5 million senior
secured first-lien revolving credit facility and $1.8 billion
senior secured first-lien term loan B. Moody's also assigned a B2
rating to the company's proposed $500 million backed senior secured
notes due 2029 and a Caa2 rating to the proposed $585 million
backed second-lien senior secured term loan due 2032. There is no
action on the company's existing senior secured first-lien
revolving credit facility and term loan due 2029, which are
currently rated B2. The outlook is maintained at stable. Ellucian
is a Virginia-based provider of software and services to the higher
education industry.
Proceeds from the new $1.8 billion first-lien term loan B, $500
million first-lien notes, and $585 million second-lien term loan
will be used to refinance Ellucian's existing indebtedness, fund a
$475 million distribution to existing shareholders, and pay related
fees and expenses. Upon the close of the transaction, Moody's will
withdraw the B2 rating on the company's existing senior secured
first-lien credit facility (revolver and term loan), concurrent
with the expected repayment of these debt obligations.
"The leveraging of Ellucian's balance sheet to fund a large
distribution weakens its credit profile and limits financial
flexibility in the near term, " said Oleg Markin, Moody's Ratings
Assistant Vice President. Ellucian's consistent pursuit of an
aggressive financial strategy could lead to deterioration of its
credit quality over time if operating performance materially
weakens.
"While more favorable pricing on the proposed debt is anticipated,
the increase in total debt and interest rate burden, along with the
expiration of a favorable interest rate derivative contract in
September 2025, is expected to reduce Ellucian's cash flow
generation over the next 12-18 months," added Markin. Pro forma for
the dividend recapitalization, Ellucian's debt-to-EBITDA (based on
Moody's adjustments) will increase significantly to 9.2 times from
7.6 times as of the twelve months ended September 30, 2024, which
is very high for the current rating. Moody's project the company
will generate annual free cash flow (including $17 million annual
distribution) of about $50 - $60 million and its free cash flow to
debt (based on Moody's adjustments) will range between 1.5% - 2.0%
in 2025.
RATINGS RATIONALE
The B3 CFR reflects Ellucian's very high and slowly moderating
leverage, mitigated by a market-leading education ERP-software
business model and adequate, yet highly seasonal cash flow
generation. The proposed dividend recapitalization adds significant
leverage at a time when the company has struggled to generate
meaningful free cash flow, highlighting the aggressive financial
strategy under private equity ownership. This is the first large
dividend since investment funds associated with Blackstone Inc. and
Vista Equity Partners ("Sponsors"), acquired the company in a
leveraged buyout in late 2021. However, Ellucian also regularly
distributes $17 million annually to its sponsors, typically in the
third fiscal quarter, in addition to its recurring management fee.
Moody's expect shareholder distributions to remain a key part of
the company's corporate governance strategy, with further
debt-funded distributions likely after periods of deleveraging.
Revenue growth in the 3%-5% percentage range and modest EBITDA
margin expansion, both driven by customers' gradual adoption of
premium SaaS offerings and new customer wins, will allow the
company to reduce leverage toward the low 8.0 times range over the
next 12-18 months. Moody's also project that the company will
maintain an interest coverage metric, as measured by
EBITDA-Capex/interest expense (based on Moody's adjustments) at or
above 1.4 times through 2026. The ratings also consider Ellucian's
good operating scale and its strong niche position providing
software and services for the administrative and academic
functionality of higher education institutions. The ongoing demand
for core systems and high switching costs, along with rapidly
growing SaaS revenue, ensure stable revenue. Ellucian has
historically maintained very high maintenance contract retention
rates in the high-90% range, which have enabled the company to
maintain strong profitability. Moody's expect that the company's
EBITDA margin (based on Moody's adjustments) will remain in the low
30% range over the next 12-18 months.
Moody's expect Ellucian to have adequate liquidity over the next
12-15 months. Pro forma at close, sources of liquidity consist of
cash balances of around $164 million as of September 30, 2024 and
nearly full access to its $200.5 million senior secured revolving
credit facility due 2029. The size of the revolver is modest
relative to annual interest expenses, taxes and capital
expenditures. The company's business shows a distinct seasonality,
correlating with the onset of the new academic year in the fall.
This is when the company gathers payments from its education-based
clients. Moody's project the company will have moderate first-half
drawings under its revolver, which will be paid down in the third
quarter.
The company's free cash flow in the LTM period ended September 30,
2024, was negative $27 million, impacted by high debt service
costs, cash tax expenses, and significant working capital
fluctuations due to the timing of customer billings and
collections. However, this was partially mitigated by nearly $45
million of cash receipts from favorable interest rate derivative
contract set to expire in September 2025 (not captured in FCF).
Despite the expected increase in debt service costs following the
dividend recapitalization transaction and the expiration of the
interest hedge contract in 2025, Moody's project that Ellucian will
generate annual free cash flow of at least $50 million over the
next 12-18 months. Moody's believe that all available liquidity
sources to the company provide adequate coverage relative to the
annual mandatory term loan amortization of approximately $18
million, paid quarterly.
The company's access to the revolver is subject to a maximum first
lien net leverage covenant ratio, set at 7.9x, whenever revolver
borrowings are greater than 40% of the total commitment
(approximately $80.2 million). The covenant is for the benefit of
revolver lenders only. Moody's expect that Ellucian will maintain
covenant compliance over the next 12-15 months, with a comfortable
cushion, should the covenant be tested.
The B2 first-lien senior secured debt ratings (revolver, term loan,
notes), one notch above the company's B3 CFR, reflects their senior
position in the capital structure relative to the proposed second
lien term loan and the company's unsecured claims. The senior
secured first lien credit facility is secured by a first-priority
perfected lien on substantially all of the present and future
acquired assets of the borrower and the guarantors.
The Caa2 rating assigned to Ellucian's proposed second-lien senior
secured term loan, two notches below the company's B3 CFR, reflects
its lien subordination to the first lien credit facility and notes.
The second lien term loan is secured on a second priority basis by
the same collateral securing the first lien credit facility and
notes.
The first-lien and second-lien credit facilities will be
unconditionally guaranteed jointly and severally on a senior
secured basis by Tahoe Midco, Inc. (direct parent company of the
borrower) and each existing and subsequently acquired or organized
direct or indirect wholly-owned US restricted subsidiary of the
borrower.
Marketing terms for the new credit facilities (final terms may
differ materially) include the following: Incremental pari passu
debt capacity up to the greater of $400 million and 100% of
trailing four quarter EBITDA, plus unlimited amounts equal to or
less than either a 5.5x first-lien net leverage ratio, or leverage
neutral incurrence. There is an inside maturity sublimit up to the
greater of $400 million and 100% of trailing four quarter EBITDA,
plus amounts incurred under the incremental general debt amount
basket and in connection with permitted acquisitions and other
investments. Amounts up to the greater of $400 million and 100% of
trailing four quarter EBITDA can be incurred as Designated
Alternative Security Debt, guaranteed by non-loan parties and/or
secured by non-collateral. There are no "blocker" provisions which
prohibit the transfer of specified assets to unrestricted
subsidiaries. There are no express protective provisions
prohibiting an up-tiering transaction.
Amounts up to 200% of unused capacity from the builder basket, the
RP, debt prepayment and investment capacities may be reallocated to
incur debt.
The stable outlook reflects Moody's expectation for organic revenue
growth in the 3%-5% percentage range over the next 12-18 months and
profitability improvements at slightly higher rate as one-time
expenses gradually diminish and operational efficiencies are
realized. Moody's project Ellucian's debt-to-EBITDA (based on
Moody's adjustments) to fall to the low 8.0 times and for the
company to maintain positive annual free cash flow generation.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade Ellucian's ratings if the company can sustain
positive organic revenue growth and margin expansion, and improve
its liquidity. Metrics that could support a higher rating include
debt-to-EBITDA (based on Moody's adjustments) below 6.5 times,
EBITDA-Capex/interest expense (based on Moody's adjustments) above
1.5 times, and free cash flow to debt (based on Moody's
adjustments) sustained at 5% or better.
Moody's could downgrade Ellucian's ratings if revenue growth slows,
liquidity weakens, or free cash flow approaches breakeven. The
ratings could also be downgraded if operating challenges or more
aggressive financial policy leads to debt-to-EBITDA (Moody's
adjusted) sustained above 9.0 times or EBITDA-Capex/interest
expense (Moody's adjusted) falls below 1.25 times.
The principal methodology used in these ratings was Software
published in June 2022.
Ellucian, a provider and host of administrative ERP and SIS to a
wide range of higher education institutions, including
universities, community colleges, and technical schools. Product
offerings, deployed on premise or in the cloud via SaaS or managed
cloud models, include software for human resources, finance and
accounting functions, student transcript data and course
registration and, to a smaller extent, student-lifecycle
management. Moody's expect Ellucian's annual revenue to exceed $1
billion in 2024. The company is majority owned by affiliates of
Blackstone Inc. and Vista Equity Partners.
EMPIRE TODAY: In Talks w/ Lenders for New Capital, Debt Revamp
--------------------------------------------------------------
Reshmi Basu of Bloomberg News reports that Empire Today and several
of its lenders are in discussions to provide the flooring company
with new capital while working to reduce its debt load.
A potential plan is emerging that would involve below-par debt
exchanges, allowing lenders to swap into a combination of senior-
and junior-ranking debt, the report says, according to sources
familiar with the matter who requested anonymity due to the private
nature of the negotiations. Empire's restructured debt structure
would include first-out, second-out, and third-out term loans,
establishing a repayment hierarchy that would push some lenders
further down the line.
About Empire Today
Headquartered in Northlake, Ill., Empire Today, LLC is a specialty
retailer of carpet, hard floor, and window treatments. The company
offers shop-at-home sales in the largest metropolitan markets in
the U.S.
ENGLOBAL CORP: Sets 2024 Annual Meeting for Dec. 30
---------------------------------------------------
ENGlobal Corporation disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that the Board of Directors
of the Company established Monday, December 30, 2024, as the date
of the Company's 2024 Annual Meeting of Shareholders and Tuesday,
November 5, 2024, as the record date for determining shareholders
entitled to notice of, and to vote at, the 2024 Annual Meeting.
Shareholders of the Company who wish to have a proposal considered
for inclusion in the Company's proxy materials for the 2023 Annual
Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), must ensure that such
proposal is received by the Company's Corporate Secretary at
ENGlobal Corporation, 11740 Katy Fwy., Suite 1100, Houston, Texas
77079. Any such proposal must also meet the requirements set forth
in the rules and regulations of the Securities and Exchange
Commission in order to be eligible for inclusion in the proxy
materials for the 2024 Annual Meeting.
In addition, in accordance with the requirements contained in the
Company's Second Amended and Restated Bylaws, shareholders who wish
to bring business before the 2024 Annual Meeting outside of Rule
14a-8 of the Exchange Act or to nominate a person for election as a
director must ensure that written notice of such proposal
(including all of the information specified in the Company's Second
Amended and Restated Bylaws) is received by the Company's Corporate
Secretary. Any such proposal must meet the requirements set forth
in the Company's Second Amended and Restated Bylaws in order to be
brought before the 2024 Annual Meeting.
In addition, to comply with the universal proxy rules, shareholders
who intend to solicit proxies in support of director nominees other
than the Company's nominees must provide notice that sets forth the
information required by Rule 14a-19 under the Exchange Act.
About ENGlobal
ENGlobal Corporation (NASDAQ: ENG) -- www.englobal.com -- is a
provider of innovative, delivered project solutions primarily to
the energy industry. ENGlobal operates through two reportable
segments: Commercial and Government Services. The Commercial
segment provides engineering, design, fabrication, construction
management, and integration of automated control systems. The
Government Services segment provides engineering, design,
installation, operations, and maintenance of various government,
public sector, and international facilities, specializing in
turnkey automation and instrumentation systems for the U.S. Defense
industry.
Houston, Texas-based Moss Adams LLP, the Company's auditor since
2017, issued a "going concern" qualification in its report dated
March 29, 2024, citing that the Company has suffered recurring
losses from operations and has utilized significant cash in
operations, raising substantial doubt about its ability to continue
as a going concern.
ENGlobal reported a net loss of $15.2 million for the year ended
December 30, 2023, compared to a net loss of $18.5 million for the
year ended December 31, 2022. As of June 29, 2024, ENGlobal had
$14.8 million in total assets, $18.8 million in total liabilities,
and $3.9 million in total stockholders' deficit.
EPIC SWEETS: Starts Subchapter V Bankruptcy Proceeding
------------------------------------------------------
Epic Sweets Group LLC filed Chapter 11 protection in the Middle
District of Florida. According to court filing, the Debtor reports
$1,259,563 in debt owed to 1 and 49 creditors. The petition states
funds will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Dec. 6, 2024, at 11:30 PM will hold the meeting telephonically.
Call in Number: 866-910-0293. Passcode: 7560574.
About Epic Sweets Group
Epic Sweets Group LLC is a confectionery company based in Sarasota,
FL, specializing in creating a variety of sweet treats.
Epic Sweets Group LLC sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-06577)
on November 6, 2024. In the petition filed by Christine Nordstrom,
as managing member, the Debtor reports total assets of $207,887 and
total liabilities of $1,259,563.
Bankruptcy Judge Roberta A. Colton handles the case.
The Debtor is represented by:
Jonathan Bierfeld, Esq.
MARTIN LAW FIRM
3701 Del Prado Blvd. S.
Cape Coral, FL 33904
Email: jonathan.bierfeld@martinlawfirm.com
EVEREST LENDING: Seeks to Extend Plan Exclusivity
-------------------------------------------------
Everest Lending Group, LLC, asked the U.S. Bankruptcy Court for the
Western District of Pennsylvania to extend its exclusivity period
to file a plan of reorganization.
The Debtor is a business located solely in the Commonwealth of
Pennsylvania. The Debtor initiated this Chapter 11 case to
restructure secured mortgage debts and unsecured debts related to
business operations.
The Debtor explains that it has ongoing negotiations with parties
related to mortgage claims, which will impact the construction of a
feasible 11 plan of reorganization. The parties continue to make
progress in these negotiations.
The Debtor has complied with all of their post-filing Chapter 11
obligations.
The Debtor respectfully requests that this Court extend the
exclusivity period pursuant to Section 1121(d) of the Bankruptcy
Code, under which Debtor has the exclusive right to file a plan of
reorganization.
Everest Lending Group, LLC, is represented by;
Brian C. Thompson, Esq.
Thompson Law Group, PC
125 Warrendale Bayne Road, Suite 200
Warrendale, PA 15086
Tel: (724) 799-8404
Fax: (724) 799-8409
Email: bthompson@thompsonattorney.com
About Everest Lending Group
Everest Lending Group, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Pa. Case No. 24-21018) on April 26, 2024, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by THOMPSON LAW GROUP, P.C.
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.
FEEDEX COMPANIES: Committee Hires Dentons US LLP as Counsel
-----------------------------------------------------------
The official committee of unsecured creditors of Feedex Companies
LLC seeks approval from the U.S. Bankruptcy Court for the District
of Kansas to employ Dentons Davis Brown PC and Dentons US LLP as
counsel.
The firm will provide these services:
a. advise the Committee with respect to its rights, duties and
powers in this case;
b. assist and advise the Committee in its consultations with
the Debtor relating to the administration of this case;
c. assist the Committee in analyzing the claims of the
Debtor's creditors and the Debtor's capital structure and in
negotiating with the holders of claims and, if appropriate, equity
interests;
d. assist the Committee's investigation of the acts, conducts,
assets, liabilities and financial condition of the Debtor and other
parties involved with the Debtor, and of the operation of the
Debtor's business;
e. assist the Committee in its analysis of, and negotiations
with the Debtor or any other third party concerning matters related
to, among other things, the assumption or rejection of certain
leases of non-residential real property and/or executory contracts,
asset dispositions, financing transactions and the terms of a plan
of reorganization or liquidation for the Debtor;
f. assist and advise the Committee as to its communications,
if any, to the general creditor body regarding significant matters
in this case;
g. represent the Committee at all hearings and other
proceedings;
h. review and analyze, as well as advise the Committee with
respect to, applications, orders, statements of operations and
schedules filed with the Court;
i. assist the Committee in preparing pleadings and
applications as may be necessary in furtherance of the Committee's
interests and objectives; and
j. perform such other services as may be required and are
deemed to be the in the interests of the Committee in accordance
with the Committee's powers and duties as set forth in the
Bankruptcy Code.
The firm will be paid at these rates:
Robert Hammeke, Partner (Kansas City) $670 per hour
Krystal Mikkilineni, Shareholder (Des Moines) $595 per hour
Tirzah Roussell, Associate (Des Moines) $410 per hour
Jacob Margolies, Associate (Kansas City) $380 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Krystal R. Mikkilineni, Esq., a partner at Dentons, 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:
Krystal R. Mikkilineni, Esq.
Dentons Davis Brown, P.C.
The Davis Brown Tower
215 10th Street, Suite 1300
Des Moines, IA, 50309
Tel: (515) 288-2500
Fax: (515) 243-0654
Emai: krystal.mikkilineni@dentons.com
About Feedex Companies LLC
Feedex Companies, LLC is a livestock feed producer in Hutchinson,
Kansas, offering a variety of specially formulated feed products
including cattle feed, calf feed, and chicken feed. It also offers
mill construction, nutrition consultation, and horizontal steam
conditioner services to meet the specific needs of its customers'
operation.
Feedex Companies filed Chapter 11 petition (Bankr. D. Kansas Case
No. 24-21039) on August 14, 2024, with $1 million to $10 million in
both assets and liabilities.
George J. Thomas, Esq., at Phillips & Thomas, LLC is the Debtor's
legal counsel.
FINANCE OF AMERICA: Brian Libman Holds 51.4% Stake as of Oct. 31
----------------------------------------------------------------
Brian L. Libman and its affiliate, Libman Family Holdings, LLC,
disclosed in a Schedule 13D/A Report filed with the U.S. Securities
and Exchange Commission that as of October 31, 2024, they
beneficially owned 9,291,359 shares of Finance of America's Class A
Common Stock, representing 51.4% of the 9,925,802 shares of Class A
Common Stock outstanding as of September 15, 2024 as set forth in
the Finance of America's definitive information statement, filed by
the Company with the Securities and Exchange Commission on October
8, 2024, and takes into account any shares of Class A Common Stock
underlying FoA Units and New Exchangeable Notes held by each of the
Reporting Persons, as applicable.
The Reporting Persons own an aggregate of 6,955,056 FoA Units,
1,131,903 shares of Class A Common Stock, 879,190 Earnout Rights,
and New Exchangeable Notes exchangeable for 1,204,400 shares of
Class A Common Stock, which includes:
(i) 44,947 shares of Class A Common Stock held by Mr. Libman
or by entities for which Mr. Libman is a trustee;
(ii) 1,086,956 shares of Class A Common Stock, 6,955,056 FoA
Units, New Exchangeable Notes exchangeable for 1,204,400 shares of
Class A Common Stock and 856,420 Earnout Rights held by LFH; and
(iii) 22,770 Earnout Rights held by TMO. The Reporting Persons
beneficially own 51.4% of the outstanding Class A Common Stock in
the aggregate, as calculated pursuant to Rule 13d-3 of the
Securities Exchange Act of 1934, as amended.
A full-text copy of the SEC Report is available at:
https://tinyurl.com/3y7hmkw9
About Finance of America
Plano, Texas-based Finance of America Companies Inc. is a financial
services holding company. Through its operating subsidiaries, it
operates as a modern retirement solutions platform, providing
customers with access to an innovative range of retirement
offerings centered on the home. In addition, Finance of America
offers capital markets and portfolio management capabilities to
optimize distribution to investors.
For the full year 2023, Finance of America Companies reported a net
loss of $218.16 million, compared to a net loss of $715.53 million
in 2022.
* * *
As reported by the Troubled Company Reporter in November 2024,
Fitch Ratings has downgraded the Long-Term Issuer Default Ratings
(IDRs) of Finance of America Companies Inc. and its subsidiaries,
Finance of America Equity Capital LLC and Finance of America
Funding LLC (together, FOA) to 'RD' (Restricted Default) from 'C'.
The action follows the completion of the company's debt
restructuring on Oct. 31, 2024, which Fitch views as a distressed
debt exchange (DDE).
Fitch has also upgraded FOAs IDRs to 'CCC' from 'RD' subsequent to
the DDE.
Fitch has assigned a rating of 'CCC-' with a Recovery Rating of
'RR5' to Finance of America Funding, LLC's new $196 million senior
secured notes due in 2026 and $147 million convertible senior
secured notes due in 2029 issued as part of the exchange.
Concurrently, Fitch has also downgraded Finance of America Funding
LLC's unsecured debt rating to 'RD'' from 'C'/'RR6' and withdrawn
the rating as 98% of the notes were exchanged into the new secured
notes.
FINANCE OF AMERICA: Unit Completes $342.6M Exchange Offer
---------------------------------------------------------
Finance of America Companies Inc. disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that on
October 31, 2024, Finance of America Funding LLC, a subsidiary of
the Company, completed its previously announced exchange offer and
consent solicitation transaction whereby:
* FOA Funding exchanged $342,622,000 of its existing 7.875%
Senior Notes due 2025, representing 97.892% of the aggregate
principal amount outstanding of the 2025 Unsecured Notes, for the
issuance of:
(i) $195,783,947 of FOA Funding's new 7.875% Senior Secured
Notes due 2026,
(ii) $146,793,000 of FOA Funding's new 10.000% Exchangeable
Senior Secured Notes due 2029 and
(iii) cash consideration of $856,555; and
* FOA Funding and the guarantors of the 2025 Unsecured Notes
entered into a First Supplemental Indenture to the indenture
governing the 2025 Unsecured Notes to eliminate substantially all
of the restrictive covenants, certain events of default and certain
other provisions contained in the 2025 Unsecured Notes and the
Existing Indenture, which Amendments were operative as of the
Settlement Date.
New Senior Secured Notes Indenture
FOA Funding issued the New Senior Secured Notes pursuant to an
indenture, dated as of the Settlement Date, among FOA Funding, FOA
Equity Capital LLC, Finance of America Holdings LLC, Incenter LLC,
Finance of America Mortgage LLC, Finance of America Reverse LLC, MM
Risk Retention LLC and the Company (solely with regard to certain
governance-related provisions) and U.S. Bank Trust Company,
National Association, as trustee and collateral trustee.
The New Senior Secured Notes are fully and unconditionally
guaranteed on a senior basis by the Guarantors and are secured by
the Collateral.
The New Senior Secured Notes will mature on November 30, 2026,
provided that such Scheduled Maturity Date may be extended at the
election of FOA Funding until November 30, 2027, subject to:
(i) an increase in the applicable interest rate as described
below,
(ii) payment of a fee to the holders of the New Senior Secured
Notes equal to 0.25% of the principal amount of the New Senior
Secured Notes prior to the effectiveness of any such extension,
(iii) the absence of an Event of Default as of the date of such
extension and (iv) notice to the holders of the New Senior Secured
Notes, no earlier than sixty days and no later than thirty days,
prior to the Scheduled Maturity Date.
The New Senior Secured Notes bear cash interest at a rate of 7.875%
per annum payable semi-annually in arrears until and including the
first anniversary of the Settlement Date, 8.875% per annum payable
semi-annually in arrears from, but not including, the first
anniversary of the Settlement Date to the Scheduled Maturity Date
(provided that interest shall not accrue on the Scheduled Maturity
Date if such maturity is not extended to the Extended Maturity
Date); provided that if the Scheduled Maturity Date is extended, at
the election of FOA Funding as described above, the New Senior
Secured Notes will bear cash interest at a rate of 9.875% per annum
payable semi-annually in arrears from, but not including, the
Scheduled Maturity Date to, but not including, the Extended
Maturity Date.
FOA Funding will partially prepay in cash, by means of a
redemption, a portion of the outstanding principal amount of the
New Senior Secured Notes on November 15, 2025 in an amount equal to
$0.23 per $1.00 principal amount of New Senior Secured Notes
outstanding as of the Amortization Payment Date, plus accrued and
unpaid interest, if any, to, but excluding, the Amortization
Payment Date.
From and after the Working Capital Notes Termination, FOA Funding
will be required to partially or fully redeem the New Senior
Secured Notes at a redemption price of par plus accrued and unpaid
interest, upon the occurrence of certain specified events
including, but not limited to:
(i) if amounts on deposit in a specified controlled account at
month end and certain other additional determination dates, exceed,
by at least $10,000,000, the amount of interest expected to be due
and payable on the New Secured Notes on the next two scheduled
interest payment dates (based on the then outstanding principal
amount of the New Secured Notes and the then applicable interest
rate) and
(ii) there are excess net cash proceeds from certain Collateral
dispositions to the extent not applied in accordance with the
collateral disposition requirements of the New Senior Secured Notes
Indenture, in an amount equal to such net cash proceeds. The New
Senior Secured Notes will not be redeemable at FOA Funding's option
at any time.
Upon the occurrence of certain events constituting a Change of
Control (as defined in the New Senior Secured Notes Indenture), FOA
Funding will be required to make an offer to repurchase all of the
New Senior Secured Notes at a price equal to 101% of the principal
amount thereof, plus accrued and unpaid interest, if any, to, but
excluding, the repurchase date.
The New Senior Secured Notes Indenture contains restrictive
covenants that limit, among other things, and in each case, subject
to certain exceptions, the ability of FOA Funding and certain of
its subsidiaries, including the Guarantors, to incur additional
indebtedness, repay indebtedness before its respective stated
maturity, make restricted payments (including investments), sell or
dispose of assets, incur liens and enter into certain transactions
with affiliates. The New Senior Secured Notes Indenture also
prohibits FOA Funding from permitting any restricted subsidiary
(other than a foreign subsidiary) that is not a Guarantor from
holding unrestricted cash unless the transfer of the cash to a
Guarantor is prohibited by law or contracts with non-affiliates in
the ordinary course of business. These covenants are subject to a
number of important qualifications and exceptions as described in
the New Senior Secured Notes Indenture. The New Senior Secured
Notes Indenture also provides for events of default, which, if any
occur, would permit or require the principal, premium, if any,
interest and any other monetary obligations on all the then
outstanding New Senior Secured Notes to be due and payable
immediately.
New Exchangeable Notes Indenture
FOA Funding issued the New Exchangeable Notes pursuant to an
indenture, dated as of the Settlement Date, among FOA Funding, the
Company, the Guarantors, U.S. Bank Trust Company, National
Association, as trustee and the Collateral Trustee.
The New Exchangeable Notes will be fully and unconditionally
guaranteed on a senior basis by the Guarantors and will be secured
by the Collateral as described below.
The New Exchangeable Notes will mature on November 30, 2029, and
bear cash interest at a rate of 10.000% per annum payable
semi-annually in arrears.
The New Exchangeable Notes are exchangeable on the terms set forth
in the New Exchangeable Notes Indenture into shares of the
Company's Class A common stock. The exchange rate is initially
36.36364 shares of Common Stock per $1,000 principal amount of New
Exchangeable Notes (the "Exchange Rate"), which is equivalent to an
initial exchange price of approximately $27.50 per share of Common
Stock. The Exchange Rate will be subject to adjustment as provided
in the New Exchangeable Notes Indenture. Holders of the New
Exchangeable Notes have the right to exchange all or any portion of
their New Exchangeable Notes at their option, at any time prior to
the close of business on the second scheduled trading day
immediately preceding the Maturity Date, subject to certain
limitations. To the extent that the Company, however, determines in
good faith that it would be in the best interest of the Company to
do so in order to preserve the benefit of tax attributes of the
Company and/or its subsidiaries, including net operating losses,
FOA Funding, in its discretion, may elect to settle any exchange in
part or in whole by delivering the cash value of the shares of
Common Stock otherwise deliverable upon such exchange.
The New Senior Secured Notes will not be redeemable at FOA
Funding's option at any time, except in certain limited
circumstances as provided for in the New Exchangeable Notes
Indenture. In certain circumstances, FOA Funding may be required to
offer to repurchase, partially or fully, the New Exchangeable
Notes. If the Company or FOA Funding undergoes a Fundamental
Change, subject to certain conditions, holders of the New
Exchangeable Notes may require FOA Funding to repurchase for cash
all or part of their New Exchangeable Notes at a repurchase price
equal to 101% of the principal amount of the New Exchangeable Notes
to be repurchased, plus the applicable premium and accrued and
unpaid interest to, but not including, the Fundamental Change
repurchase date.
The New Exchangeable Notes Indenture contains certain covenants and
events of default similar to, but less restrictive than, those
contained in the New Senior Secured Notes Indenture.
Collateral and Security Documents
Prior to the pay off and termination of FOA Equity Capital's
Revolving Working Capital Promissory Notes with certain funds
affiliated with Blackstone Inc. and an entity controlled by Brian
L. Libman, the New Secured Notes will be secured, on a pari passu
basis pursuant to the Pledge and Security Agreement, and subject to
a collateral trust agreement among the grantors party thereto, the
Senior Secured Notes Trustee, the Exchangeable Notes Trustee and
the Collateral Trustee, and on a junior basis to the Working
Capital Notes, subject to a junior lien intercreditor agreement
among the grantors party thereto, the Collateral Trustee, the
administrative agent for the Working Capital Notes and the other
parties named therein (which governs the relative rights among the
holders of the Working Capital Notes and the New Secured Notes), by
a second priority lien granted by the grantors in the Initial
Collateral. From and after the Working Capital Notes Termination,
the New Secured Notes will be secured on a pari passu basis,
pursuant to the Collateral Trust Agreement, by a first priority
lien granted by the grantors in the Permanent Collateral. The
Initial Collateral includes, subject to permitted liens:
(i) substantially all of the unencumbered assets owned by FOA
Equity Capital and each of the Guarantors (except for FoA Reverse
and FoA Mortgage), including pledges of the equity interests of
each Guarantor and the equity instruments required to be retained
by MM Risk (presently and in the future) in connection with the
issuance of proprietary reverse loan asset-backed securitizations,
(ii) pledges of the equity interests of the directly owned
subsidiaries of FoA Reverse and FoA Mortgage, subject to certain
exceptions and
(iii) certain other residual proceeds of FOA Reverse. The
Permanent Collateral includes, subject to permitted liens, the
Pledged Risk Retention Securities and the equity interests in MM
Revolver and MM Risk.
FOA Funding and Guarantors, as applicable, are required to enter
into certain deposit account and securities account control
agreements with respect to the Collateral, including under certain
circumstances and threshold amounts with respect to unrestricted
cash, subject to certain permitted uses.
On the Settlement Date, in connection with the issuance of the New
Secured Notes, FOA Funding entered into a pledge and security
agreement (the "Pledge and Security Agreement") with the Collateral
Trustee (appointed as such thereunder for purposes of the holding
and perfecting the liens securing the New Secured Notes) and the
grantors party thereto, pursuant to which the Collateral securing
the New Secured Notes' obligations was granted.
Registration Rights Agreement
On the Settlement Date, the Company, FOA Funding and the Trustee
entered into a registration rights agreement with respect to the
Common Stock deliverable upon exchange of the New Exchangeable
Notes. Under the Registration Rights Agreement, the Company has
agreed that it will file a shelf registration statement with the
Securities and Exchange Commission to register the resale of the
Common Stock deliverable upon exchange of the New Exchangeable
Notes. The Company has agreed to use its commercially reasonable
efforts to:
(i) cause such shelf registration statement to become
effective on or prior to the 180th day after the Settlement Date
and
(ii) keep the shelf registration statement effective to and
including the earlier of:
(a) the Maturity Date and
(b) the date on which:
(1) there are no longer any New Exchangeable Notes outstanding or
(2) there are no shares of Common Stock delivered or deliverable
upon exchange, other than shares of Common Stock that are eligible
to be transferred without condition as contemplated under Rule 144
of the Securities Act of 1933, as amended, subject to customary
exceptions. During the continuance of certain registration
defaults, additional interest will accrue on the New Exchangeable
Notes at a rate per annum equal to 0.25% of the principal amount of
the New Exchangeable Notes to, and including, the 90th day
following such registration default, and 0.50% of the principal
amount of the New Exchangeable Notes from, and after, the 91st day
following such registration default.
About Finance of America
Plano, Texas-based Finance of America Companies Inc. is a financial
services holding company. Through its operating subsidiaries, it
operates as a modern retirement solutions platform, providing
customers with access to an innovative range of retirement
offerings centered on the home. In addition, Finance of America
offers capital markets and portfolio management capabilities to
optimize distribution to investors.
For the full year 2023, Finance of America Companies reported a net
loss of $218.16 million, compared to a net loss of $715.53 million
in 2022.
* * *
As reported by the Troubled Company Reporter in November 2024,
Fitch Ratings has downgraded the Long-Term Issuer Default Ratings
(IDRs) of Finance of America Companies Inc. and its subsidiaries,
Finance of America Equity Capital LLC and Finance of America
Funding LLC (together, FOA) to 'RD' (Restricted Default) from 'C'.
The action follows the completion of the company's debt
restructuring on Oct. 31, 2024, which Fitch views as a distressed
debt exchange (DDE).
Fitch has also upgraded FOAs IDRs to 'CCC' from 'RD' subsequent to
the DDE.
Fitch has assigned a rating of 'CCC-' with a Recovery Rating of
'RR5' to Finance of America Funding, LLC's new $196 million senior
secured notes due in 2026 and $147 million convertible senior
secured notes due in 2029 issued as part of the exchange.
Concurrently, Fitch has also downgraded Finance of America Funding
LLC's unsecured debt rating to 'RD'' from 'C'/'RR6' and withdrawn
the rating as 98% of the notes were exchanged into the new secured
notes.
FPOT LLC: Fired Pie Starts Subchapter V Bankruptcy Process
----------------------------------------------------------
Alicia Kelso of Nation's Restaurant News reports that Arizona-based
fast-casual pizza chain Fired Pie, founded in 2013, has filed for
Chapter 11 bankruptcy in the District of Arizona on November 13,
2024, seeking to restructure under Subchapter V, according to court
documents.
Its parent company, FPOT LLC, disclosed assets between $500,000 and
$1 million and liabilities ranging from $1 million to $10 million
in its petition, the report relates. The company operates 14
company-owned locations, as listed on its website. The filing did
not provide specific reasons for the bankruptcy, the report notes.
Fired Pie belongs to the fast-casual pizza sector, which
experienced rapid growth after the Great Recession, led by brands
like Pie Five, Blaze, Mod Pizza, Pieology, Uncle Maddio's, and
PizzaRev. However, by 2016, the market became oversaturated,
prompting a wave of consolidation. That year, Fired Pie received an
investment from Frederick Wolfe, the former president of Patina
Restaurant Group.
This pizza model, which allows customers to customize their
toppings, faced additional setbacks during the pandemic and has
since contracted. Earlier this year, Mod Pizza closed dozens of
locations to restructure its finances and was acquired by Elite
Restaurant Group in July. Meanwhile, Oath Pizza filed for Chapter 7
bankruptcy earlier this November 2024.
About FPOT LLC
FPOT LLC is the parent company of Fired Pie.
FPOT LLC sought relief under Subchapter V of Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Lead Case No. 24-09699) on
November 13, 2024. In its petition, the Debtor reports estimated
assets and liabilities up to $50,000 each.
The Debtor is represented by Andrew A. Harnisch of May Potenza
Baran & Gillespie, P.C.
FRANCHISE GROUP INC: $6 Billion in CMBS at Risk Due to Bankruptcy
-----------------------------------------------------------------
Isaac Monterose of Law360 Bankruptcy Authority reports that
Franchise Group Inc.'s $6.18 billion in commercial mortgage-backed
securities are at risk following the retail holding company’s
Chapter 11 bankruptcy filing, which has resulted in the closure of
more than 300 store locations, according to a report released
Tuesday, November 12, 2024, by credit rating agency KBRA's
analytics team.
About Franchise Group Inc.
Franchise Group, Inc., through its subsidiaries, operates
franchised and franchisable businesses including The Vitamin
Shoppe, Pet Supplies Plus, LLC, Badcock Home Furniture & More,
American Freight, Buddy's Home Furnishings and Sylvan Learning
Systems, Inc.
Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor,
LLP are serving as legal counsel, AlixPartners is serving as
financial advisor and Chief Restructuring Officer, and Ducera
Partners is serving as investment banker to the Company. Paul
Hastings LLP is serving as legal counsel and Lazard is serving as
investment banker to the first lien ad hoc group.
FRANCHISE GROUP: Closes 16 Michigan Stores Amid Bankruptcy
----------------------------------------------------------
Dylan Siwicki of Patch reports that American Freight has started
closing sales at all 328 of its locations, including those in
Michigan, as the furniture retailer grapples with bankruptcy, the
company announced.
The store closures began Tuesday, November 5, 2024, after Franchise
Group, its Ohio-based parent company, filed for Chapter 11
bankruptcy, according to a company release.
Franchise Group, which also owns Pet Supplies Plus, The Vitamin
Shoppe, and Buddy's Home Furnishings, is working to restructure its
operations under an agreement with 80% of its lien holders. The
company has requested court approval to continue normal operations
for its other businesses, seeking permission to pay wages, maintain
customer programs, and provide employee benefits.
"This decision to strengthen our balance sheet is a significant
step toward unlocking the full potential of our leading
brands—Pet Supplies Plus, The Vitamin Shoppe, and Buddy's Home
Furnishings," said Andrew Laurence, Franchise Group's president and
CEO, in a Nov. 3 statement.
"Each of these businesses has a strong value proposition and offers
excellent products and services to customers, which they will
continue to provide without disruption during this process.
Strengthening Franchise Group's financial position will enable us
to better support these businesses as they pursue their growth,"
said the company.
American Freight, facing challenges from inflation and economic
pressures, has not announced an official closure date, according to
the release.
On Wednesday, Hilco Consumer-Retail announced it is o verseeing the
in-store and online closing sales for all American Freight
locations, including 16 stores in Michigan. The Michigan locations
include:
* 3125 Lake Eastbrook Blvd SE, Grand Rapids
* 28300 Schoolcraft Rd, Livonia
* 4801 Washtenaw Ave, Ann Arbor
* 32880 Dequindre Rd, Warren
* 1475 Lake Lansing Rd, Lansing
* 501 Mall Dr, Portage
* 630 N Telegraph Rd, Monroe
* 4345 Bay Rd, Saginaw
* 5038 Miller Rd, Ste 2B, Flint
* 1750 E Sherman Blvd, Muskegon
* 30 Columbia Ave E, Ste H, Battle Creek
* 669 Mall Dr, Portage
* 810 S Waverly Rd, Lansing
* 12001 Sears Ave, Livonia
* 9860 Telegraph Rd, Taylor
* 37055 S Groesbeck Hwy Unit L, Clinton Township
Sales offer discounts up to 30% off the lowest-ticketed prices on
furniture, scratch-and-dent, and new-in-box appliances, with deals
available both in stores and online. All sales are final.
Items on sale include living room sets, bedroom furniture, dining
tables, refrigerators, washers, and dryers.
"Our goal is to provide exceptional value to customers during this
total chain closing sale," said Ian Fredericks, CEO of Hilco
Consumer-Retail, in a Nov. 6 statement. "Everything is on sale and
must be sold, so we recommend shopping early for the best
selection."
About Franchise Group Inc.
Franchise Group, Inc., through its subsidiaries, operates
franchised and franchisable businesses including The Vitamin
Shoppe, Pet Supplies Plus, LLC, Badcock Home Furniture & More,
American Freight, Buddy's Home Furnishings and Sylvan Learning
Systems, Inc.
Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor,
LLP are serving as legal counsel, AlixPartners is serving as
financial advisor and Chief Restructuring Officer, and Ducera
Partners is serving as investment banker to the Company. Paul
Hastings LLP is serving as legal counsel and Lazard is serving as
investment banker to the first lien ad hoc group.
FREE SPEECH: Infowars Fate Rests on Bankruptcy Auction Bidders
--------------------------------------------------------------
Erik Ortiz and Brandy Zadrozny of NBC News reports that bidders
vying for the media company founded by conspiracy theorist Alex
Jones will compete at a bankruptcy auction, potentially ending his
Infowars broadcasting platform.
The identities of the bidders remain confidential, as they were
required to sign nondisclosure agreements to access bidding
materials, the report relates. Jones claims the outcome of the
auction will determine both his future and that of his company,
Free Speech Systems. He asserts the bidders are divided into two
camps: supporters who would allow his show to continue and families
of Sandy Hook Elementary School shooting victims seeking to shut
Infowars down.
On his broadcast, Jones urged listeners to buy subscriptions and
his nutritional supplements, while describing the bidders as either
"friendly backers" preserving his operations or "bad guys" intent
on shutting Infowars down, the report says.
Jones stated that if a new buyer orders him to shut down, he would
continue broadcasting through an alternative channel. However, he
acknowledged that losing his brand, website, equipment, and other
essential resources would significantly hinder his efforts.
"All you leftists celebrating the end of Alex Jones and Infowars,
you're fools," he said. "Just watch."
Several potential buyers have emerged in recent weeks, ranging from
those who have publicly expressed interest, such as Roger Stone, a
longtime ally of President-elect Donald Trump, to others suggested
on social media, including tech billionaire Elon Musk and the
owners of the satirical news site The Onion. Stone, Musk, and The
Onion did not immediately respond to requests for comment.
The auction firms overseeing the sale stated there are "no
restrictions on the use of any acquired property in the bankruptcy
order," leaving the winner free to decide whether to continue
Infowars' operations.
Federal court-appointed trustee Christopher Murray will distribute
the proceeds from the sale to satisfy the estate's creditors,
primarily the families of Sandy Hook victims owed damages in
defamation verdicts against Jones.
Assets up for auction include Infowars production rights and
materials, its online store, domain names, production equipment,
and other items such as a Terradyne armored truck and a Winnebago
motorhome. These can be sold as a whole or in parts, according to
ThreeSixty Asset Advisors. Any unsold assets will be included in a
second auction next month. Jones continues to broadcast from the
Austin, Texas, area.
The firm told The Associated Press that there has been significant
interest among potential bidders.
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.
FREE SPEECH: The Onion Buys Infowars Out of Chapter 11
------------------------------------------------------
James Nani of Bloomberg Law reports that the organization behind
the satirical news site The Onion, along with the families of the
Sandy Hook Elementary School shooting victims, are set to purchase
Alex Jones' Infowars website.
A joint bid from Global Tetrahedron LLC and several of the families
was selected as the winning offer for Infowars' intellectual
property, Bloomberg says, citing court filing. The purchase price
was not disclosed.
A liquidator has been assigned to oversee the liquidation of Jones'
estate to help settle around $1.5 billion in defamation judgments
related to his claims that the 2012 Sandy Hook shooting was a
hoax.
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.
FREEDOM CAPITAL: Hires Giddens Mitchell & Associates as Attorney
----------------------------------------------------------------
Freedom Capital Ventures LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Giddens, Mitchell & Associates, P.C. as attorney.
The firm will provide these services:
a. give the Debtor legal advice with respect to the Debtor's
powers and duties as Debtor in Possession in the continued
management of the Debtor's property;
b. prepare on behalf of the Debtor as Debtor in Possession all
necessary applications, answers, motions, orders, reports and other
legal papers; and
c. perform all other legal services for the Debtor in
Possession that may be necessary in this case.
The attorney has been paid $762 retainer by Jarred Reddick,
Debtor's managing member.
The firm will be paid at these rates:
Kenneth Mitchell, Sr. $450 per hour
Bobby L. Giddens $450 per hour
Alycesin Sadler $75 per hour
Alicia Dennis $75 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Kenneth Mitchell, Sr., a partner at Mitchell & Associates, P.C.,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Kenneth Mitchell, Sr., Esq.
Mitchell & Associates, P.C.
3951 Snapfinger Parkway, Suite 555
Decatur, GA 30035
Tel: (770) 987-7007
Email: GMAPCLAW1@GMAIL.COM
About Freedom Capital Ventures LLC
Freedom Capital Ventures LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-63430) on Feb. 27,
2020, listing under $1 million in both assets and liabilities.
Judge Paul Baisier oversees the case. Kenneth Mitchell, Esq., at
Giddens, Mitchell & Associates P.C., serves as Debtor's counsel.
FTX TRADING: Files About 30 Lawsuits to Recoup Money
----------------------------------------------------
Aislinn Keely of Law360 reports that FTX, the bankrupt
cryptocurrency exchange, has filed around 30 lawsuits to recover
millions of dollars donated to political and charitable causes,
losses stemming from alleged market manipulation, and funds spent
on business partnerships, including those with Skybridge Capital's
Anthony Scaramucci and a Florida-based boutique law firm.
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.
FTX TRADING: MDL Counsel Presents Settlement to Fla. Court
----------------------------------------------------------
Carolina Bolado of Law360 Bankruptcy Authority reports that on
November 14, 2024, the counsel for plaintiffs in the multidistrict
litigation related to the collapse of cryptocurrency trading
platform FTX Trading Ltd. informed a Florida federal judge that
they had reached a deal with the FTX bankruptcy estate.
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.
FTX TRADING: Sues Binance, Ex-CEO Zhang to Clawback $1.8 Billion
----------------------------------------------------------------
Emily Nicolle of Bloomberg News reports that FTX has filed a
lawsuit against Binance Holdings Ltd. and its former CEO, Changpeng
Zhao, aiming to recover nearly $1.8 billion that it claims was
fraudulently transferred by Sam Bankman-Fried.
According to the legal filing from the FTX estate on Sunday,
November 10, 2024, Binance, Zhao, and other Binance executives
received these funds in a July 2021 share repurchase deal with
Bankman-Fried, the FTX co-founder now serving prison time. As part
of the transaction, Binance sold stakes of approximately 20% in
FTX's international operations and 18.4% in its U.S.-based entity.
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.
FTX TRADING: Three Arrows Raises Bankruptcy Claim to $1.5-Bil.
--------------------------------------------------------------
James Nani of Bloomberg Law reports that the liquidators for
defunct cryptocurrency hedge fund Three Arrows Capital Ltd. are now
attempting to boost their claim against bankrupt cryptocurrency
exchange FTX Trading Ltd. from $120 million to $1.53 billion.
A November 12, 2024, filing with the U.S. Bankruptcy Court for the
District of Delaware states that this significant increase accounts
for the value of Three Arrows' assets that were liquidated, sold,
or withdrawn from the FTX platform in the two weeks preceding Three
Arrows' own liquidation, the report states.
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.
FULL HOUSE: S&P Affirms 'B-' Issuer Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings affirmed all ratings on regional gaming operator
Full House Resorts Inc., including its 'B-' issuer credit rating.
The stable outlook reflects S&P's view that Full House will
maintain adequate liquidity and increased profitability and higher
cash flow from Chamonix will cause leverage to decline to about 7x
in 2025.
S&P said, "The affirmation reflects our expectation that, despite
recent underperformance across its portfolio, improving cash flow
from the continued ramp of Chamonix could drive near-term leverage
reduction to about 7x in 2025. Full House's operating performance
through the third quarter of 2024 was below our previous base-case
expectations. In the third quarter of 2024, Full House's reported
EBITDA declined by about 13% in its Midwest and South segments. The
company attributes this to hurricane-related disruptions. Elevated
hurricane activity caused reduced visitation to Silver Slipper and
volumes declined at Rising Star following reports of a potential
relocation of the property. This was partially offset by increased
EBITDA from a continued ramp up in operations at the temporary
American Place, which generated $7.7 million of EBITDA. Full
House's West segment was down 48% from the prior year period,
slightly above breakeven levels, because of higher operating costs
from the continued ramp of Chamonix, which began opening in phases
in December 2023. Chamonix continues to incur significant costs
related to training new employees, elevated marketing costs to
drive volume, and operating many amenities at the new resort while
continuing to complete construction. Full House completed its
phased opening of the property in October 2024. The company's Grand
Lodge Casino also experienced declines due to cancellations at its
hotel and postponed group business ahead of planned renovations of
the property. We now forecast 2024 leverage to remain very high in
the mid-9x area, significantly above our prior forecast of low- to
mid-6x.
"Despite underperformance through September, the company cited an
improvement in October. Volumes increased across its portfolio and
we believe this will translate into higher cash flow in 2025. Our
base-case forecast assumes Full House's EBITDA will be $10 million
to $20 million higher next year. We believe the temporary facility
at American Place will contribute an additional $5 million to $10
million of EBITDA in 2025, driven by higher gaming volumes and a
full year of contribution from new food and beverage amenities.
"While Chamonix continues to ramp, Full House cited sequential
improvements in hotel occupancy, more than 80% in September
compared with 50% in the spring. We believe the property's suite of
gaming positions, amenities, and 300 hotel rooms at Chamonix offer
it a competitive advantage in the Cripple Creek market, and we
preliminarily expect it will contribute between $5 million and $15
million of EBITDA in 2025 as it builds its database of gaming
customers, continues to improve its revenue, and inflects to
profitability. Overall, we expect incremental EBITDA from American
Place and Chamonix and relatively stable performance across its
legacy portfolio will cause leverage to decline to about 7x by the
end of 2025.
"Despite recent underperformance, we believe Full House will
maintain sufficient liquidity to service its capital structure and
weather some operating volatility. We expect lower development
spending and returns from the continued ramp of Chamonix could
drive significant EBITDA and cash flow growth in 2025. This will
provide sufficient liquidity to weather some operating volatility
and service its capital structure. As of Sept. 30, 2024, Full House
had about $26 million in unrestricted cash and $13 million of
availability under its revolving credit facility. The company also
had about $7.7 million of restricted cash on the balance sheet at
Sept. 30, 2024, which we believe is sufficient to cover any
remaining construction payables related to Chamonix. The company's
$40 million revolver ($27 million outstanding as of Sept. 30, 2024)
matures in March 2026 and its $450 million senior secured notes
mature in 2028. Full House also entered an agreement to sell the
land, building, and certain other operating assets of Stockman's
Casino in Fallon, Nevada for gross proceeds of $9.2 million, which
modestly improves the company's liquidity profile. The company
closed the land sale in the third quarter and is awaiting approvals
to complete the sale of the operations.
"The American Place development spending will likely increase
leverage relative to our base case in future years. Full House
was selected by the Illinois Gaming Board to build a casino resort
in Waukegan, midway between Milwaukee, Wis. and Chicago. The
company expects the entire development to cost approximately $325
million, including the permanent casino, boutique hotel, and
various nongaming amenities. While the company has not outlined the
financing package and the construction timeline and project phasing
is uncertain, we expect it will finance the project with
incremental debt and cash flow from the temporary facility. The
company is still waiting on an ongoing lawsuit between an
unsuccessful bidder for the casino license and the City of
Waukegan. Therefore, we do not factor any development spend for the
permanent facility in our 2025 base case.
"The stable outlook reflects our view that increased profitability
and higher cash flow from Chamonix will cause Full House's leverage
to decline to about 7x in 2025 and it will maintain sufficient
liquidity to service its capital structure and weather some
operating volatility."
S&P could lower the rating if Full House depletes its liquidity
resources such that it believes the capital structure is
unsustainable. This could occur if:
-- Full House continues to burn cash in 2025 due to a
slower-than-expected ramp at Chamonix;
-- Economic and competitive pressures cause Full House's regional
portfolio to underperform our base case; or
-- The company finances its permanent Waukegan facility with debt
that results in limited interest coverage and causes us to question
the sustainability of its capital structure.
S&P said, "It is unlikely that we will raise the rating in the next
12 months, given current elevated levels of leverage and an
expected future financing raise for its permanent Waukegan casino.
Nevertheless, we could raise the rating if we believe Full House
could sustain leverage below 6.5x, interest coverage above 2x, and
generate positive FOCF."
GALAXY 34: S&P Assigns BB- (sf) Rating on Class E Notes
-------------------------------------------------------
S&P Global Ratings assigned its ratings to Galaxy 34 CLO
Ltd./Galaxy 34 CLO LLC's fixed- and floating-rate debt.
The debt issuance is a CLO securitization governed by investment
criteria and backed primarily by broadly syndicated
speculative-grade (rated 'BB+' or lower) senior secured term loans.
The transaction is managed by PineBridge Investments LLC.
The ratings reflect S&P's view of:
-- The diversification of the collateral pool;
-- The credit enhancement provided through subordination, excess
spread, and overcollateralization;
-- The experience of the collateral manager's team, which can
affect the performance of the rated notes through portfolio
identification and ongoing management; and
-- The transaction's legal structure, which is expected to be
bankruptcy remote.
Ratings Assigned
Galaxy 34 CLO Ltd./Galaxy 34 CLO LLC
Class A, $178.90 million: AAA (sf)
Class A loan, $92.00 million: AAA (sf)
Class B, $55.90 million: AA (sf)
Class C (deferrable), $25.80 million: A (sf)
Class D-1 (deferrable), $25.80 million: BBB (sf)
Class D-2 (deferrable), $6.45 million: BBB- (sf)
Class E (deferrable), $10.75 million: BB- (sf)
Subordinated notes, $38.50 million: Not rated
GAROFALO REAL ESTATE: Hits Chapter 11 Bankruptcy in New York
------------------------------------------------------------
Garofalo Real Estate Holdings LLC filed Chapter 11 protection in
the Southern District of New York. According to court filing, the
Debtor reports between $1 million and $10 million in debt owed to 1
and 49 creditors. The petition states funds will not be available
to unsecured creditors.
A meeting of creditors under Sec. 341(a) to be held on 12/3/2024 at
2:00 AM at Office of UST (TELECONFERENCE ONLY).
About Garofalo Real Estate Holdings
Garofalo Real Estate Holdings LLC is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section 101(51B)).
Garofalo Real Estate Holdings sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-11915) on Nov. 6,
2024. In the petition filed by Laura Garofalo, sa sole and
managing member, the Debtor estimated assets up to $50,000 and
estimated liabilities between $1 million and $10 million.
Bankruptcy Judge Martin Glenn handles the case.
The Debtor is represented by:
David H. Hartheimer, Esq.
MAYERSON & HARTHEIMER, PLLC
845 3rd Ave FL 11 11th Floor
New York NY 10022-6601
Tel: (646) 778-4381
Email: david@mhlaw-ny.com
GAUCHO GROUP: Files for Chapter 11 Bankruptcy in Florida
--------------------------------------------------------
TipRanks reports that Gaucho Group Holdings, Inc. has initiated a
Chapter 11 reorganization, allowing it to maintain operations and
safeguard its assets while facing legal challenges and the threat
of delisting from Nasdaq.
The company intends to capitalize on Argentina's economic recovery
and strategic real estate investments, focusing on maximizing asset
value despite market obstacles. With a revived mortgage market and
a tax amnesty program in place, Gaucho Holdings is poised to
benefit from growing real estate activity and the integration of
cryptocurrency in property transactions.
About Gaucho Group Holdings
Gaucho Group Holdings Inc operates as a holding company. The
Company, through its subsidiaries, provides luxury real estate and
consumer marketplace with collection of wine, hospitality, fashion
brands, and real estate holdings. Gaucho Group Holdings serves
customers in the United States and Argentina.
Gaucho Group Holdings Inc. sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Fl. Case No. 24-bk-21852) on
November 12, 2024.
GENERATE CLO 8: S&P Assigns Prelim BB- (sf) Rating on E-R2 Notes
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to the
replacement class X-R2, A-1R2, B-R2, C-R2, D-1R2, D-2R2, and E-R2
debt and proposed new class A-2R2 debt from Generate CLO 8
Ltd./Generate CLO 8 LLC, a CLO originally issued in November 2020
as York CLO 8 Ltd. that subsequently refinanced in December 2021.
The transaction is managed by Generate Advisors LLC, a subsidiary
of Kennedy Lewis Investment Management LLC.
The preliminary ratings are based on information as of Nov. 14,
2024. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.
On the Nov. 18, 2024, refinancing date, the proceeds from the
replacement debt and new debt will be used to redeem the current
debt. S&P said, "At that time, we expect to withdraw our ratings on
the current debt and assign ratings to the replacement debt and new
debt. However, if the refinancing doesn't occur, we may affirm our
ratings on the current debt and withdraw our preliminary ratings on
the replacement debt and new debt."
The replacement debt and new debt will be issued via a proposed
supplemental indenture that outlines their terms. According to the
proposed supplemental indenture:
-- The replacement class X-R2, A-1R2, B-R2, C-R2, D-1R2, and E-R2
debt is expected to be issued at lower spreads than the current
debt.
-- The replacement class D-2R2 debt is expected to be issued at a
fixed coupon, partially replacing the current floating spread.
-- New replacement class A-2R2 notes will be issued in connection
with this refinancing.
-- The stated maturity, reinvestment period, non-call period, and
weighted average life test date will each be extended by
approximately three years.
-- The class X-R2 notes to be issued in connection with this
refinancing are expected to be paid down using interest proceeds
during the first 10 payment dates beginning with the payment date
in January 2025.
S&P said, "Our review of this transaction included a cash flow
analysis, based on the portfolio and transaction data in the
trustee report, to estimate future performance. In line with our
criteria, our cash flow scenarios applied forward-looking
assumptions on the expected timing and pattern of defaults and the
recoveries upon default under various interest rate and
macroeconomic scenarios. Our analysis also considered the
transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches. The results of the cash
flow analysis (and other qualitative factors, as applicable)
demonstrated, in our view, that the outstanding rated classes all
have adequate credit enhancement available at the rating levels
associated with the rating actions.
"We will continue to review whether, in our view, the ratings
assigned to the notes remain consistent with the credit enhancement
available to support them and take rating actions as we deem
necessary."
Preliminary Ratings Assigned
Generate CLO 8 Ltd./Generate CLO 8 LLC
Class X-R2, $2.50 million: AAA (sf)
Class A-1R2, $300.00 million: AAA (sf)
Class A-2R2, $15.00 million: AAA (sf)
Class B-R2, $65.00 million: AA (sf)
Class C-R2 (deferrable), $30.00 million: A (sf)
Class D-1R2 (deferrable), $25.00 million: BBB (sf)
Class D-2R2 (deferrable), $8.75 million: BBB- (sf)
Class E-R2 (deferrable), $15.00 million: BB- (sf)
Subordinated notes, $36.50 million: Not rated
GET NOTION: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
Get Notion LLC filed Chapter 11 protection in the District of
Delaware. According to court documents, the Debtor reports between
$1 million and $10 million in debt owed to 1 and 49 creditors. The
petition states funds will be available to unsecured creditors.
About Get Notion LLC
Get Notion LLC offers mulfunctional sensors. Notion monitoring
protects homes from costly risks like water damage, fires,
break-ins, and more. Notion monitoring uses sensors placed around
homes to detect water leaks, sounding smoke alarms.
Get Notion LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-12563) on November 4,
2024. In the petition filed by Scott Ford, as chief operating
officer, the Debtor reports estimated assets up to $50,000 and
estimated liabilities between $1 million and $10 million.
Bankruptcy Judge Thomas M. Horan handles the case.
The Debtor is represented by:
William D. Sullivan, Esq.
William A. Hazeltine, Esq.
SULLIVAN HAZELTINE ALLINSON LLC
919 North Market Street, Suite 420
Wilmington, DE 19801
Tel: (302) 428-8191
Fax: (302) 428-8195
Email: bsullivan@sha-llc.com
whazeltine@sha-llc.com
GIRARDI & KEESE: Ex-Secret Service Dropped From Designer's Suit
---------------------------------------------------------------
Maia Spoto of Bloomberg Law reports that the former Secret Service
head in Los Angeles, along with two agents, was dismissed from a
lawsuit filed by designer Christopher Psaila, who alleges that
Erika Girardi, the singer and actress, and her estranged husband
Tom Girardi, conspired to initiate a baseless prosecution against
him.
In an opinion issued Wednesday, November 13, 2024, Judge Michael W.
Fitzgerald of the U.S. District Court for the Central District of
California ruled that Robert Savage is shielded by qualified
immunity, and Psaila has no constitutional right to avoid an
investigation.
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
GIRARDI & KEESE: Tom Girardi Wants Sentencing Delayed
-----------------------------------------------------
Madison Arnold of Law360 reports that disbarred attorney Tom
Girardi has asked a California federal judge to postpone his
sentencing, as a key member of his legal team is leaving the
Federal Public Defender's Office on November 18, 2024.
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
GLOBAL AUTO: Moody's Affirms 'B1' CFR & Alters Outlook to Negative
------------------------------------------------------------------
Moody's Ratings affirmed Global Auto Holdings (TopCo) Limited's B1
corporate family rating and B1-PD probability of default rating.
Moody's also assigned a B3 rating to AAG FH UK plc's ("AAG")
proposed $500 million senior unsecured global notes. In addition,
Moody's downgraded the ratings of AAG's $525 million senior
unsecured global notes due 2029 and $525 million senior unsecured
global notes due 2032 to B3 from B2. The outlook changed to
negative from stable for both issuers. Global Auto is the parent
holding company of AAG, the issuer of the notes.
The downgrade of the existing senior unsecured notes ratings
reflects the expected material increase in the amount of secured
debt that is senior to the company's senior unsecured notes
particularly the proposed $550 million of senior secured term loans
that are being raised in connection with the acquisition of KW
Bruun ("KWB") as well as by the amount of floor plan debt.
The negative outlook reflects the risks related to the acquisitions
of Lookers, Limited and KWB within a relatively quick succession
and before a full period of integration and reporting has been
successfully achieved for Lookers. The outlook also reflects the
increase in leverage in connection with the fully debt funded
acquisition of KWB which will result in pro forma debt/EBITDA
increasing to around 5.1x for the year-end 2024.
The affirmation of the B1 CFR reflects the benefits of Global
Auto's increased scale, greater geographic and business diversity
with the acquisition of KWB and good liquidity. The affirmation
reflects Moody's expectation that Global Auto will successfully
integrate KWB while continuing to integrate and realize expected
cost synergies with its acquisition of Lookers. The affirmation
also reflects that Global Auto will focus on reducing leverage over
the near term.
Proceeds from the proposed $500 million of senior unsecured notes
in combination with the issuance of $550 million of senior secured
term loans will be used to finance the proposed $1.1 billion
acquisition of certain operations of KWB.
RATINGS RATIONALE
The B1 corporate family rating recognizes Global Auto's increased
scale, geographic reach and diversified earnings channels following
the purchase of UK based Lookers in January of 2024 and the
proposed acquisition of KWB's distribution and retail operations in
Denmark and Sweden. The addition of Lookers, one of the largest
automotive retailers in the UK, expanded Global Auto's geographic
reach outside of Canada, and further diversified its portfolio of
brands with a focus towards luxury and the more predictable parts
and service business. KWB further diversifies operations outside of
the UK and provides a different earnings stream with a focus on
importing and distribution versus dealerships. However, Moody's
view the short succession and material scale of both acquisitions
as an aggressive financial policy given the inherent risks in
making acquisitions and realizing synergies, particularly with
larger groups in areas where there is already entrenched
competition from other large dealers. The credit profile also
reflects the risks to its operating performance, particularly gross
profit per vehicle, that are presented by the difficult consumer
spending environment, increased interest rates and the challenge in
maintaining inventory discipline as new vehicle availability
increases. Pro forma for the new capital structure and including a
portion of expected annualized cost savings debt to EBITDA will be
around 5.1x which is above Moody's previous expectation of around
4.0x, but still below the downgrade trigger of over 5.5x. The
ratings also incorporate governance considerations particularly
Global Auto's private ownership with the CEO owning 100% of the
company, its acquisitive growth strategy and decision to finance
the acquisitions of Lookers and KWB with debt.
The B3 rating for AAG's senior unsecured notes is two notches below
the company's B1 corporate family rating. The two notch difference
reflects the application of Moody's Loss Given Default for
Speculative-Grade Companies methodology (LGD Methodology), which
considers the significant amount of secured debt that is senior to
the unsecured notes.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded following the successful integration of
the proposed acquisitions, including a solid track record of
operating as a consolidated company while maintaining growth in
revenue and earnings, adhering to a conservative financial policy,
generating healthy free cash flow and maintaining good liquidity.
Quantitatively, ratings could be upgraded should debt to EBITDA be
sustained below 4.5 times and EBITDA less capex to interest is
sustained above 3.0 times.
A downgrade could result should operating results or cost saving
fall short of expectations, financial policy changes or the company
fails to improve leverage such that debt to EBITDA is sustained
above 5.5 times or EBITDA less capex to interest fell towards 2.0
times.
Headquartered in Toronto, Ontario, Canada, Global Auto Holdings
(TopCo) Limited is a global auto retailer with approximately 164
dealerships (149 in UK & Ireland, 10 in Canada and 5 in the US).
KWB will add import and distribution as well as several
dealerships. Pro forma revenue for the twelve months ended June 30,
2024 was approximately US$6.9 billion. Global Auto's CEO, owns 100%
of the company.
The principal methodology used in these ratings was Retail and
Apparel published in November 2023.
GOL LINHAS: Expects to Exit Chapter 11 in April 2025, Says CEO
--------------------------------------------------------------
Giovanna Bellotti Azevedo of Bloomberg News reports that Gol Linhas
Aereas Inteligentes SA's Chapter 11 process has been "positive" in
the company's history, and its exit from bankruptcy in April 2025
is expected to be successful, said CEO Celso Ferrer.
In the third quarter, Gol reached a key milestone by signing a
restructuring support agreement with parent company Abra Group
Limited, Ferrer shared with analysts during a conference call,
Bloomberg relates. The Brazilian airline also completed lease
negotiations last quarter and plans to secure exit financing to
repay its DIP loan, the report relays.
According to Bloomberg News, CFO Eduardo Gotilla noted that the
airline continues to face elevated costs from the devaluation of
the Brazilian real.
About Gol Linhas
GOL Linhas Aereas Inteligentes S.A. provides scheduled and
non-scheduled air transportation services for passengers and cargo;
and maintenance services for aircraft and components in Brazil and
internationally. The company offers Smiles, a frequent-flyer
program 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.
GORDON'S COATINGS: Seeks to Hire Pohl PA as Bankruptcy Counsel
--------------------------------------------------------------
Gordon's Coatings, LLC seeks approval from the U.S. Bankruptcy
Court for the District of South Carolina to hire Robert A. Pohl,
Esq. 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 Gordon's Coatings
Gordon's Coatings, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. S.C. Case No.
24-02404) on July 2, 2024, with $100,001 to $500,000 in both assets
and liabilities. Christine Brimm, Esq., serves as Subchapter V
trustee.
Judge Helen E. Burris presides over the case.
Robert A. Pohl, Esq., at Pohl, P.A. represents the Debtor as legal
counsel.
GRANDE PROMOTION: Hires Allan D. NewDelman P.C. as Counsel
----------------------------------------------------------
Grande Promotion Company, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Arizona to employ Allan D.
NewDelman, P.C. as counsel.
The firm will provide these services:
a. give Debtor legal advice with respect to all matters
related to this case;
b. prepare on behalf of Applicant, as Debtor-In-Possession,
necessary applications, answers, orders, reports and other legal
papers; and
c. perform all other legal services for Debtor which may be
necessary herein and as referenced in the attached "Chapter 11 Fee
Agreement and Contract for Representation".
The firm will be paid at these rates:
Allan D. NewDelman $475 per hour
Roberta J. Sunkin $395 per hour
Paralegal $150 to $200 per hour
Allan D. NewDelman, P.C. will be paid a retainer in the amount of
$10,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Allan D. New Delman, Esq., a partner at Allan D. NewDelman, P.C.,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Allan D. NewDelman, Esq.
Allan D. Newdelman, P.C.
80 East Columbus Avenue
Phoenix, AZ 85012
Tel: (602) 264-4550
Email: anewdelman@adnlaw .net
About Grande Promotion Company, LLC
AGF Granite owns a marble and granite fabrication business
specializing in detailed craftsmanship and custom projects,
ensuring each piece is meticulously designed and tailored to its
clients' unique specifications.
A Grande Promotion Company, LLC in Phoenix, AZ, sought relief under
Chapter 11 of the Bankruptcy Code filed its voluntary petition for
Chapter 11 protection (Bankr. D. Ariz. Case No. 24-09458) on Nov.
5, 2024, listing $100,000 to $500,000 in assets and $1 million to
$10 million in liabilities. Eugene Medrano as member/manager,
signed the petition.
Judge Scott H Gan oversees the case.
ALLAN D. NEWDELMAN, P.C. serve as the Debtor's legal counsel.
GREYWOLF CLO III: S&P Affirms B- (sf) Rating on Class E-R Notes
---------------------------------------------------------------
S&P Global Ratings assigned its ratings to the class A-1-R2,
A-2-R2, B-R2, and C-R2 replacement debt from Greywolf CLO III
Ltd./Greywolf CLO III LLC, a CLO managed by Greywolf Loan
Management L.P. (Series 2017-A) and originally issued in April
2014, refinanced in July 2017, then reissued in October 2018, then
reset in March 2020. This is a refinancing of the March 2020 reset.
S&P said, " At the same time, we withdrew our ratings on the
original class A-1-R, A-2-R, B-R, and C-R debt following payment in
full on the Nov. 14, 2024, refinancing date. We also affirmed our
ratings on the class D-R and E-R debt, which were not refinanced."
The replacement debt was issued via a supplemental indenture, which
outlines the terms of the replacement debt. According to the
supplemental indenture:
-- The non-call period was extended to July 14, 2025.
-- The reinvestment period remains unchanged at April 22, 2025.
-- The legal final maturity remains unchanged at April 22, 2033.
-- No additional assets were purchased on the Nov. 14, 2024,
refinancing date, and the target initial par amount remains at $500
million.
-- There was no additional effective date or ramp-up period, and
the first payment date following the refinancing is Jan. 22, 2025.
-- No additional subordinated notes were issued on the refinancing
date.
-- The transaction has adopted benchmark replacement language and
was updated to conform to current rating agency methodology.
Replacement And Original Debt Issuances
Replacement debt
-- Class A-1-R2, $320.00 million: Three-month CME term SOFR +
1.23%
-- Class A-2-R2, $53.70 million: Three-month CME term SOFR +
1.85%
-- Class B-R2, $36.30 million: Three-month CME term SOFR + 2.30%
-- Class C-R2 (deferrable), $27.50 million: Three-month CME term
SOFR + 3.25%
March 2020 debt
-- Class A-1-R, $320.00 million: Three-month CME term SOFR +
1.55161%
-- Class A-2-R, $53.70 million: Three-month CME term SOFR +
2.16161%
-- Class B-R, $36.30 million: Three-month CME term SOFR +
2.77161%
-- Class C-R (deferrable), $27.50 million: Three-month CME term
SOFR + 3.61161%
S&P said, "Our review of this transaction included a cash flow
analysis, based on the portfolio and transaction data in the
trustee report, to estimate future performance. In line with our
criteria, our cash flow scenarios applied forward-looking
assumptions on the expected timing and pattern of defaults and the
recoveries upon default under various interest rate and
macroeconomic scenarios. Our analysis also considered the
transaction's ability to pay timely interest and/or ultimate
principal to each of the rated tranches. The results of the cash
flow analysis (and other qualitative factors, as applicable)
demonstrated, in our view, that the outstanding rated classes all
have adequate credit enhancement available at the rating levels
associated with the rating actions.
"We will continue to review whether, in our view, the ratings
assigned to the debt remain consistent with the credit enhancement
available to support them and take rating actions as we deem
necessary."
Ratings Assigned
Greywolf CLO III Ltd./Greywolf CLO III LLC
Class A-1-R2, $320.00 million: AAA (sf)
Class A-2-R2, $53.70 million: AA (sf)
Class B-R2, $36.30 million: A (sf)
Class C-R2 (deferrable), $27.50 million: BBB- (sf)
Ratings Withdrawn
Greywolf CLO III Ltd./Greywolf CLO III LLC
Class A-1-R to NR from 'AAA (sf)'
Class A-2-R to NR from 'AAA (sf)'
Class B-R to NR from 'AA (sf)'
Class C-R to NR from 'A (sf)'
Ratings Affirmed
Greywolf CLO III Ltd./Greywolf CLO III LLC
Class D-R: BB- (sf)
Class E-R: B- (sf)
Other Debt
Greywolf CLO III Ltd./Greywolf CLO III LLC
Subordinated notes, $56.70 million: NR
NR--Not rated.
GRITSTONE BIO: Will Hold Bankruptcy Auction in December
-------------------------------------------------------
Dorothy Ma of Bankruptcy Law reports that Gritstone Bio Inc., a
vaccine maker, has received court approval to auction its assets in
December, as announced by US Bankruptcy Judge Karen B. Owens during
a hearing on Wednesday, November 13, 2024.
The company secured a $25 million debtor-in-possession loan from
Future Solution Investments LLC, which is expected to sustain its
operations through January 2025, the report states.
While Gritstone has not yet chosen a stalking horse bidder, it
plans to make the selection by the end of November, according to
company attorney John Lucas.
"With financing now in place and the Granite study showing positive
results, our focus is now on the sale process," said company
attorney Debra Grassgreen.
About Gritstone Bio Inc.
Gritstone bio is developing next-generation vaccines for cancer and
infectious disease. Gritstone's approach seeks to generate potent
and durable immune responses by leveraging insights into the immune
system's ability to recognize and destroy diseased cells by
targeting select antigens.
Gritstone Bio Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-12305) on October 10,
2024. In the petition filed by Celia Economides, as chief financial
officer, the Debtor reports total assets as of August 31, 2024
amounting to $124,885,479 and total debts as of August 31, 2024
amounting to $40,000,000.
The Honorable Bankruptcy Judge Karen B. Owens handles the case.
The Debtor tapped PACHULSKI STANG ZIEHL & JONES LLP as bankruptcy
counsel; PRICEWATERHOUSECOOPERS LLP as financial advisor; and
RAYMOND JAMES & ASSOCIATES, INC., as investment banker. FENWICK &
WEST LLP is the corporate counsel.
GUITAR CENTER: S&P Downgrades ICR to 'CCC' on Near-Term Maturities
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Guitar
Center Inc. to 'CCC' from 'CCC+' and the issue-level rating on its
senior secured notes to 'CCC' from 'CCC+'. S&P's '3' recovery
rating on the senior secured notes remains unchanged, indicating
its expectation for meaningful (50%-70%; rounded estimate: 55%)
recovery in the event of a default.
The negative outlook reflects S&P's expectation that cash flow will
remain pressured, increasing refinancing risk as the company
approaches maturities of its debt facilities.
S&P said, "We expect margins and cash flow will remain pressured
this year as the company continues to implement its turnaround
initiatives. Guitar Center has focused on reducing inventory of its
lower-margin products and rebalancing toward its core customer. We
expect this will materialize in 2025 and believe inventory will be
elevated through the end of this year. High inventory purchasing
needed to rebalance has resulted in significantly negative cash
flow from operations through the first half of the year. We expect
margins will be suppressed in the near term based on discounting
required to clear undesired inventory. Our base case projects S&P
Global Ratings-adjusted EBITDA margin around 7.6% this year
improving to the low-8% area in 2025. We expect EBITDA margins in
the low- to mid-9% area in 2026 after the company reaches its
desired inventory position, still well below pre-pandemic levels in
the low-11% range. As a result, we forecast a $70 million FOCF
deficit this year and slightly negative to breakeven FOCF next
year. We believe Guitar Center's cash generation will improve
substantially in 2026 after its turnaround initiatives have
materialized.
"The downgrade reflects Guitar Center's deteriorating cash flow and
liquidity as its debt maturities become current. The company had
$208 million drawn on its $375 million ABL at the end of the second
quarter, compared with $94 million at the end of last year. Given
our expectations for negative FOCF this year, we expect the company
will have a net draw on its ABL, bringing the balance to about $165
million at the end of this fiscal year. As a result, we project S&P
Global Ratings-adjusted leverage of 6.8x this year, improving to
6.2x next year. The ABL facility will become current in December
2024 and the senior secured notes become current in January 2025.
If the company were to refinance at market rates, it would likely
further pressure its cash flow. Given the near-term maturities and
pressured cash flow, we believe the company will ultimately pursue
a restructuring transaction within the next 12 months.
"The negative outlook on Guitar Center reflects our expectation for
deteriorating liquidity and its near-term debt maturities, which
increase the likelihood of a debt restructuring.
"We could lower our rating on Guitar Center to 'CCC-' if a default
or distressed exchange appears inevitable or if its debt maturities
become due within six months.
"We could raise our rating on Guitar Center if the company can
extend the maturity of its ABL facility and refinance its senior
secured notes in a transaction we do not view as a default. Under
this scenario, we expect Guitar Center's credit metrics would
improve based on execution of its turnaround strategy.
"Governance is a moderately negative consideration in our credit
analysis of Guitar Center. Our highly leveraged assessment of the
company's financial risk profile reflects its corporate decision
making that prioritizes the interests of its controlling owners,
which is in line with our view of the majority of rated entities
owned by private-equity sponsors. Our assessment also reflects
private-equity sponsors' generally finite holding periods and focus
on maximizing shareholder returns."
HAVENLY INC: Horizon Tech Marks $2MM Loan at 27% Off
----------------------------------------------------
Horizon Technology Finance Corporation has marked its $2,000,000
loan extended to Havenly Inc to market at $1,467,000 or 73% of the
outstanding amount, according to a disclosure contained in Horizon
Tech's Form 10-Q for the quarterly period ended September 30, 2024,
filed with the Securities and Exchange Commission.
Horizon Tech is a participant in a Term Loan to Havenly Inc. The
Loan accrues interest at a rate of 13% (Prime+5%, 5% floor) per
annum. The loan matures on March 1, 2027.
Horizon Tech was organized as a Delaware corporation on March 16,
2010 and is an externally managed, non-diversified, closed-end
investment company. Horizon Technology Finance Corporation has
elected to be regulated as a business development company under the
1940 Act. In addition, for tax purposes, has elected to be treated
as a regulated investment company as defined under Subchapter M of
the Internal Revenue Code of 1986, as amended.
Horizon Tech is led by Robert D. Pomeroy, Jr., Chief Executive
Officer and Chairman of the Board; and Daniel R. Trolio, Chief
Financial Officer. The fund can be reach through:
Robert D. Pomeroy, Jr.
Horizon Technology Finance Corporation
312 Farmington Avenue
Farmington, CT, 06032
Telephone: (860) 676 8654
Havenly is an interior designer company.
HAVENLY INC: Horizon Tech Marks $3MM Loan at 19% Off
----------------------------------------------------
Horizon Technology Finance Corporation has marked its $3,000,000
loan extended to Havenly Inc to market at $2,441,000 or 81% of the
outstanding amount, according to a disclosure contained in Horizon
Tech's Form 10-Q for the quarterly period ended September 30, 2024,
filed with the Securities and Exchange Commission.
Horizon Tech is a participant in a Term Loan to Havenly Inc. The
Loan accrues interest at a rate of 13% (Prime+5%, 5% floor) per
annum. The loan matures on March 1, 2027.
Horizon Tech was organized as a Delaware corporation on March 16,
2010 and is an externally managed, non-diversified, closed-end
investment company. Horizon Technology Finance Corporation has
elected to be regulated as a business development company under the
1940 Act. In addition, for tax purposes, has elected to be treated
as a regulated investment company as defined under Subchapter M of
the Internal Revenue Code of 1986, as amended.
Horizon Tech is led by Robert D. Pomeroy, Jr., Chief Executive
Officer and Chairman of the Board; and Daniel R. Trolio, Chief
Financial Officer. The fund can be reach through:
Robert D. Pomeroy, Jr.
Horizon Technology Finance Corporation
312 Farmington Avenue
Farmington, CT, 06032
Telephone: (860) 676 8654
Havenly is an interior designer company.
HAYS TABERNACLE: Hires Judd Bailey Johnson as Bankruptcy Counsel
----------------------------------------------------------------
Hays Tabernacle CME Church seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ Judd,
Bailey, Johnson & Singleton, PLLC as general bankruptcy counsel.
The firm's services include:
a. advising the Debtor of its rights, powers and duties as
Debtor and Debtor-in-Possession under chapter 11 of the Bankruptcy
Code;
b. assisting in preparing on behalf of the Debtor: motions,
applications, answers, orders, reports, and papers in connection
with the administration of the Debtor's estate;
c. taking action to protect and preserve the Debtor's estate,
including the prosecution of actions on the Debtor's behalf, the
defense of actions commenced against the Debtor in the Chapter 11,
the negotiation of disputes in which the Debtor is involved, and
the preparation of objections to claims filed against the Debtor;
d. advising the Debtor with respect to and promulgating on
behalf of the Debtor any proposed chapter 11 disclosure statement
and plan of reorganization and seeking approval of such disclosure
statement and plan of reorganization, and of all transactions
contemplated therein and in any amendments thereto;
e. assisting, advising, and representing the Debtor with
respect to the employment of professionals and advisors in the
Chapter 11; and
f. performing other necessary or legal services in connection
with the Chapter 11.
The firm will be paid at these rates:
Kevin D. Judd, Partner $650 per hour
William C. Johnson, Partner $650 per hour
Donald L. Bell, Of Counsel $450 per hour
Shumika R. T. Sookdeo, Counsel $350 per hour
The firm received a pre-petition retainer of $25,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
William C. Johnson, Jr., Esq., a partner at Judd, Bailey, Johnson &
Singleton, PLLC, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
William C. Johnson, Jr, Esq.
Judd, Bailey, Johnson & Singleton, PLLC
601 Pennsylvania Avenue,
NW, Suite 900 – South Bldg.
Washington, DC 20004
Tel: (202) 978-1108
Fax: (888) 322-1605
Email: KJudd@juddbailey.com
About Hays Tabernacle CME Church
Hays Tabernacle CME Church sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-18171) on
October 7, 2024. In the petition filed by Rev. Dr. Phillip D
Washington, the Debtor reports estimated assets and liabilities
between $1 million and $10 million.
The Debtor is represented by:
Shumika T. R. Sookdeo, Esq.
Robinson Sookdeo Law
10121 S. Central Ave.
Los Angeles, CA 90002
HEART HEATING: $4M Sale to Heart HCPE to Fund Plan
--------------------------------------------------
Heart Heating & Cooling, LLC, submitted an Amended Disclosure
Statement to accompany Plan of Liquidation dated October 1, 2024.
On February 2, 2024, Debtor filed its Application to Employ Apogee
Equity Partners as Business Broker and Approve Listing Agreement,
which was approved by the Court.
Apogee has actively marketed Debtor's business and its assets for
sale to obtain a purchaser for Debtor's business, which will now be
used to fund the Plan. It is anticipated that the sale price for
the Debtor's business will gross approximately $4 Million, which
will be used to fund the Plan and pay all Administrative Claims and
Expenses, Priority Tax Claim, Class 1 Claims, Class 2 Claims and
provide a return to General Unsecured Creditors. The return to
Class 4 General Unsecured Claims depends on the outcome of any
Disputed Claims, including Administrative Claims.
On September 24, 2024, the Debtor filed its Motion for Entry of an
Order : (I) Approving Asset Purchase Agreement And Authorizing The
Sale Of Substantially All Of The Debtor's Assets Under 11 U.S.C.
§§ 363(B) And 363(M); (II) Authorizing The Sale Of Assets Free
And Clear Of All Liens, Claims, Rights, Encumbrances And Other
Interests Pursuant To Section 363(F) of the Bankruptcy Code; (III)
Approving The Assumption And Assignment Of Certain Executory
Contracts And Unexpired Leases Pursuant To Bankruptcy Code Section
365; (IV) Waiving The 14 Day Stay Of Fed.R.Bankr.P.6004(H); And (V)
Granting Related Relief ("Sale Motion").
On September 24, 2024, the Debtor entered the Purchase Agreement
with Heart HCPE Group, LLC (the "Purchaser"). The Debtor believes
the Purchase Agreement is in the best interest of the creditors of
this Estate because the Purchased Assets will be sold for $4
million, which is the highest and most qualified offer, generating
a substantial return to the Estate, preserving the jobs of the
Debtor's employees with the Purchaser, and allowing the Debtor's
customers to continue uninterrupted service.
Contemporaneously with the Sale Motion, the Debtor filed its Motion
to Obtain Postpetition Financing from the Purchaser ("DIP Motion")
seeking Bankruptcy Court approval of a $200,00.00 post petition
loan ("DIP Term Loan") to fund ordinary course operational expenses
of the Debtor and, pay costs, fees and expenses of the lender as
set forth in the DIP Term Loan. The DIP Term Loan shall be repaid
through the sale as purposed under the Purchase Agreement.
Class 3 shall consist of the Allowed Claim of General Unsecured
Claims. Class 3 shall receive Pro Rata distributions from the
Reserve Cash Fund. Class 3 is Impaired under the Plan.
Class 4 consists of Interests in the Debtor. The Holder of Class 4
interests will be entitled to distribution under the Plan only upon
payment of (a) Allowed General Unsecured Claims, (b) Priority
Claims, and (c) Allowed Administrative Claims in full. Upon payment
of Allowed General Unsecured Claims and Allowed Administrative
Claims in full, and upon expiration of the Administrative Claim
Final Bar Date and determination of all Allowed Claims, the Holder
of Class 4 interests will receive the remainder of the Reserve
Cash, accounting for Section 4.2(e) U.S. Trustee Fees and Section
4.2(f) post-petition fees and expenses.
Following Confirmation of the Plan, the Debtor will implement its
Plan in accordance with the terms of the Purchase Agreement with
the Purchaser filed with the Bankruptcy Court at Docket No. 389.
Debtor anticipates the proceeds from the Purchase Agreement will
fund payment of Allowed Administrative Expenses and Claims, Class 1
Claims, Class 2 Claims, and Allowed Priority Claims as a Payment at
Closing or following Confirmation. Any Administrative Expenses and
Claims due thereafter shall be paid from Reserve Cash.
Thereafter, and following the Administrative Claims Final Bar Date,
the Reserve Cash shall then be used to fund payments to Class 4
General Unsecured Allowed Claims. The amount distributed to Class 4
Claimants is unknown until there are final orders determining the
Allowed Amounts for Administrative Expenses and Claims.
A full-text copy of the Amended Disclosure Statement dated October
1, 2024 is available at https://urlcurt.com/u?l=r36y6O from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Jeffrey A. Weinman, Esq.
Katharine S. Sender, Esq.
Allen Vellone Wolf Helfrich & Factor P.C.
1600 Stout Street, Suite 1900
Denver, CO 80202
Tel: (303) 534-4499
Email: JWeinman@allen-vellone.com
KSender@allen-vellone.com
About Heart Heating & Cooling, LLC
Heart Heating & Cooling, LLC is a HVAC contractor in Colorado
Springs, Colo.
The Debtor filed Chapter 11 petition (Bankr. D. Colo. Case No.
23-13019) on July 11, 2023, with $2,676,312 in assets and
$11,173,434 in liabilities. Joli Lofstedt, Esq., has been appointed
as Subchapter V trustee.
Judge Thomas B. McNamara oversees the case.
K. Jamie Buechler, Esq., at Buechler Law Office, LLC is the
Debtor's counsel.
HEIR'S MEN'S: Unsecureds to Split $30K over 60 Months
-----------------------------------------------------
Heir's Men's Shop Inc. and Jeffrey Heir filed with the U.S.
Bankruptcy Court for the District of New Jersey a Joint Plan of
Reorganization for Small Business dated October 1, 2024.
Heir's Mens Shop is a men's clothing and sneaker apparel shop that
sells clothing and sneakers out of its business location and
online. Jeffrey Heir is the sole shareholder.
The Individual Debtor Jeffrey Heir resides in an apartment he rents
located at 624 Ripley Place, Westfield, NJ 07090. Jeffrey Heir pay
monthly alimony in the amount of $1,000 and is current on his
monthly payment obligations pursuant to same.
Heir's Mens Shop's property is covered by security interests held
by the U.S. Small Business Administration (the "SBA"), Swift
Financial, LLC, 3 Big MMM, LLC, Advanced Servicing Group, LLC,
Alternative Funding Group Corp., ByzFunder, LLC, Everest Business
Funding, GEL Funding, LLC, Gulf Coast Bank & Trust Company and Lend
Bug, LLC.
The Debtors propose to pay the secured portion of the SBA's claim
by paying $88,801.00 over a 60- month term, in 60 monthly
installments of $1,480.02. The Debtors propose to treat the balance
of the SBA's claim and the claims of Swift, 3 Big, Advanced,
Alternative, Byz, Everest, GEL, Gulf, and Bug as general unsecured
claims.
The Debtors propose to repay the allowed claim of NuBridge
Commercial Lending LLC, which is secured by the mortgage covering
the property located at 525 Westside Avenue, Jersey City, NJ 07304
(the "Property"), over a 60-month period. For the 60-month
repayment term, the Debtors will make monthly interest only
payments in the amount of $7,756.75 to NuBridge. The Debtors will
then repay the balance of any amount due and owing to NuBridge
through the sale or refinance of the Property by the 60th month.
Jeffrey Heir also proposes to repay the allowed secured claim of TD
Retail Card Services, which is secured by a purchase money security
interest covering a 6-piece dining set over a 60-month period. For
the 60-month repayment term, the Debtors will make monthly payments
in the amount of $9.47 to TD Retail Card Services.
The Debtors propose to cure any delinquencies on the secured
automobile loan claims of JPMorgan Chase Bank, N.A. and Acura
Financial Services which hold liens covering the Individual
Debtor's interests in his 2020 Land Rover Discovery Sport and the
Debtor's Son's Acura which the Debtor co-signed on, and to
reinstate the loan agreements and repay the claims over the
agreements' respective terms in compliance with the notes, mortgage
and/or other loan documents forming the basis of the claim.
The Debtors propose to assume Heir's Mens Shop's lease or sublease
of its premises. They propose to reject any other unexpired leases
and executory contracts and to treat the resulting claims as
general unsecured claims.
The Debtors propose to treat all other allowed claims against
Heir's Mens Shop, including any deficiency claims of the SBA,
Swift, 3 Big, Advanced, Alternative, Byz, Everest, GEL, Gulf, and
Bug JPM Chase, and any other holder of an allowed claim secured by
property of Heir's Mens Shop, as general unsecured claims against
Heir's Mens Shop under Bankruptcy Code Sec. 506(a). Heir's Mens
Shop will distribute the amount of $30,000.00 over a sixty-month
period toward the holders of general unsecured claims; the holders
of such claims will share in the fund pro rata.
The Debtor propose to treat all other allowed claims against the
Individual Debtor, including any claims against Heir's Mens Shop
that are guaranteed by the Individual Debtor, as general unsecured
claims against the Individual Debtor under Bankruptcy Code Sec.
506(a). The Individual Debtor's real and personal property is
covered by the secured claim of NuBridge. Based on the liquidation
value of the Property, the Individual Debtor propose to distribute
$267,557.80 to the Individual Debtor's unsecured creditors over a
sixty-month period toward the holders of general unsecured claims;
the holders of such claims will share in the fund pro rata.
Class 8 consists of Allowed General Unsecured Claims against Heir's
Mens Shop. Claimants to share pro rata in a total fund of
$30,000.00. Commencing 90 days after the Effective Date, for a
period of 60 months, the Debtors will make the monthly payments in
the amount of $500.00 toward the fund for payment of Class 9
Claims.
The Debtors propose to distribute the fund to the holders of
allowed Class 9 claims monthly. However, if the monthly payment due
any holder of an allowed Class 9 Claim from the fund is less than
$10.00, the Debtors may elect to distribute the full amount of the
claimant's share of the fund in a single payment. This Class is
impaired.
Class 9 consists of Allowed General Unsecured Claims Against the
Individual Debtors. Claimants to share pro rata in a total fund of
$6,000.00, plus the non-exempt share of the Individual Debtors'
recovery (if any) on their personal injury claim. Commencing 90
days after the Effective Date, for a period of 60 months, the
Debtors will make the monthly payments in the amount of $4,459.30
toward the fund for payment of Class 10 Claims.
The Debtors propose to distribute the fund to the holders of
allowed Class 10 claims monthly. However, if the monthly payment
due any holder of an allowed Class 10 Claim from the fund is less
than $10.00, the Debtors may elect to distribute the full amount of
the claimant's share of the fund in a single payment.
Heir's Mens Shop will fund the payments toward the unclassified
priority tax claims against it and the payments to Classes 1, 6 and
8 by contributing post-confirmation income realized through its
operations.
The Individual Debtor will fund the payments to the Secured
Creditors in classes 3, 4, 5 and 9 by contributing post
confirmation income realized through his employment.
A full-text copy of the Plan of Reorganization dated October 1,
2024 is available at https://urlcurt.com/u?l=U8g0Sb from
PacerMonitor.com at no charge.
About Heir's Men's Shop Inc.
Heir's Men's Shop Inc. sells a variety of clothing and footwear
products.
Heir's Men's Shop Inc. sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-16734) on
July 3, 2024. In the petition filed by Jeffrey Heir, as president,
the Debtor reports total assets of $88,801 and total liabilities o
$2,076,066.
The Honorable Bankruptcy Judge John K. Sherwood oversees the case.
The Debtor is represented by:
Brian G. Hannon, Esq.
NORGAARD OBOYLE HANNON
184 Grand Avenue
Englewood, NJ 07631
Tel: (201) 871-1333
Fax: (201) 871-3161
Email: bhannon@norgaardfirm.com
HILLVIEW LLC: Hires Jones & Walden LLC as Counsel
-------------------------------------------------
Hillview, LLC seeks approval from the U.S. Bankruptcy Court for the
Northern District of Georgia to employ Jones & Walden LLC as
counsel.
The firm's services include:
a. prepare pleadings and applications;
b. conduct of examination;
c. advise the Debtor of its rights, duties and obligations as
a debtor-in-possession;
d. consult with the Debtor and representing the Debtor with
respect to a Chapter 11 plan;
e. perform those legal services incidental and necessary to
the day-to-day operations of the Debtor's business, including, but
not limited to, institution and prosecution of necessary legal
proceedings, and general business legal advice and assistance; and
f. take any and all other action incident to the proper
preservation and administration of the Debtor's estate and
business.
The firm will be paid at these rates:
Attorneys $300 to $475 per hour
Paralegals and law clerks $110 to $200 per hour
The firm holds a $30,424 retainer as of the petition date.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Leslie M. Pineyro, Esq., a partner at Jones & Walden 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:
Leslie M. Pineyro, Esq.
Jones & Walden LLC
699 Piedmont Avenue NE
Atlanta, Georgia 30308
Tel: (404) 564-9300
Email: lpineyro@joneswalden.com
About Hillview, LLC
Hillview, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Ga. Case No. 24-61747) on Nov. 4, 2024. The Debtor hires Jones &
Walden LLC as counsel.
HOLY TRINITY: Hires Scott B. Riddle LLC as Attorney
---------------------------------------------------
Holy Trinity Christian Church, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Scott B. Riddle, LLC as attorney.
The firm will provide these services:
a. develop the relationship of the status of
Debtor-in-Possession to the claims of creditors in these
proceedings;
b. advise and assist the Debtor-in-Possession in the
formulation and presentation of a Plan of Reorganization pursuant
to Chapter 11 of the Bankruptcy Code and concerning any and all
matters relating thereto; and
c. perform any and all other legal services incident and
necessary herein.
The firm will be paid at $435 per hour. The Debtor paid the firm a
retainer of $5,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Scott B. Riddle, Esq., managing member at Scott B. Riddle, 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:
Scott B. Riddle, Esq.
Scott B. Riddle, LLC
3340 Peachtree Road NE Suite 1800
Atlanta, GA 30326
Tel: (404) 815-0164
Email: scott@scottriddlelaw.com
About Holy Trinity Christian Church
Holy Trinity Christian Church, filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ga. Case No. 24-20669) on May 31, 2024,
disclosing under $1 million in both assets and liabilities. The
Debtor hires Scott B. Riddle, LLC as counsel.
HOMETOWN LENDERS: Unsecureds to Get Share of Liquidation Fund
-------------------------------------------------------------
Hometown Lenders, Inc., filed with the U.S. Bankruptcy Court for
the Northern District of Alabama a Disclosure Statement describing
Chapter 11 Plan dated October 1, 2024.
The Debtor is a corporation organized and existing under the laws
of the State of Alabama. Its corporate headquarters was located in
Huntsville, Alabama. It was originally organized as a limited
liability company in 2000. The sole shareholder of the Debtor is
William "Billy" Taylor Jr.
The primary objective of the Debtor's Plan is to provide a
mechanism for the liquidation of the Debtor's assets, including
causes of action, if any, held by, or in favor of, the Debtor,
reconciling and fixing the claims asserted against the Debtor and
distributing the net liquidation proceeds in conformity with the
distribution scheme provided by the Bankruptcy Code.
Since the Plan is one of liquidation, pursuant to section
1141(d)(3) of the Bankruptcy Code, the Debtor will not receive a
discharge, and will not engage in business after a Final Decree has
been entered and its chapter 11 case is closed. All equity
interests in the Debtor will be canceled and the equity interest
holder will not receive a distribution under the Plan.
The Plan will be funded primarily from the net proceeds from the
settlement proceeds of both Flagstar and Principal Life as well as
the Debtor's anticipated ERTC recovery. The Plan provides for
distributions on account of secured claims, unsecured claims
(including claims arising from the rejection of leases or
contracts), priority claims and administrative claims, in priority
of payment set forth under the Bankruptcy Code, and, in the event
that funds were to remain after payment of all Allowed Claims in
full, which is unexpected, any such remaining funds would be
distributed to holders of Interests.
Class 3 consists of all allowed general unsecured claims which are
impaired. The total amount of unsecured claims exceeds $52,891,864.
Holders of general unsecured claims without priority which are
Allowed Claim shall be paid a pro rata distribution from the
Liquidation Fund (Liquidation Fund to be established). No Holders
of Allowed General Unsecured Claims shall be entitled to receive
post-petition interest on its Allowed Claim.
Class 4 consists of the equity interest of William E. Taylor Jr.,
who owns all of the issued and outstanding membership interests in
the Debtor. The claim of Taylor as the equity interest holder is
impaired. Taylor's outstanding equity in the Debtor is to be
cancelled, and Taylor will not receive any distribution under the
terms of this Plan.
The Plan will be implemented by the Debtor in a manner consistent
with the terms and conditions set forth in the Plan and in the
Confirmation Order. The primary sources for funding the Plan are as
follows (hereinafter "Liquidation Fund"):
* Flagstar
-- The Settlement Proceeds with Flagstar Bank in the
approximate amount of $269,857.99;
-- The Sale Proceeds from the Mortgages owned by the Debtor.
Flagstar is assigning and transferring to the Debtor 49 home
mortgages which it held as additional collateral for its loan. It
is expected that some of these mortgages will be paid off due to
the drop in interest rates as a result of the Federal Reserve
cutting the federal funds rate which acts as a benchmark for home
mortgage rates. The Debtor expects to sell the remaining mortgages
pursuant to a motion filed with the Court pursuant to Section 363
of the Bankruptcy Code.
* Cash Value of Life Insurance Policies: The Debtor has reached
an agreement with Principal Life regarding the surrender of certain
life insurance policies and the turnover of the Cash Value to the
Debtor. These policies were purchased by the Debtor to fund its
obligations owed to plan participants under its NQDC Plan and the
Debtor owns these policies. As of June 26, 2024, the cash value of
these insurance policies was approximately $856,516.17 ("Cash
Value").
* ERTC Claim: The Debtor will also fund all obligations under
this Plan using the proceeds from an Employee Retention Credit
("ERTC") in the approximate amount of $22,000,000.
A full-text copy of the Disclosure Statement dated October 1, 2024
is available at https://urlcurt.com/u?l=ncabEL from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Kevin D. Heard, Esq.
Heard, Ary & Dauro, LLC
303 Williams Avenue, Suite 921
Huntsville, AL 35801
Telephone (256) 535-0817
Email: kheard@heardlaw.com
About Hometown Lenders Inc.
Hometown Lenders, Inc. is a corporation organized and existing
under the laws of the State of Alabama.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-81038) on June 3,
2024, listing up to $50 million in both assets and liabilities.
Kevin D. Heard, Esq., at Heard, Ary & Dauro, LLC, is the Debtor's
legal counsel.
HORIZON INTERIORS: Gets OK to Use Cash Collateral Until Nov. 21
---------------------------------------------------------------
Horizon Interiors, LLC received interim approval from the U.S.
Bankruptcy Court for the District of Massachusetts to use its
secured creditors' cash collateral until Nov. 21.
The company can use the cash collateral in accordance with its
projected budget that allows for a 10% variance in monthly
expenses.
As protection, secured creditors will receive replacement liens on
the company's post-petition assets, maintaining the same priority
as their pre-bankruptcy liens. These replacement liens will be
considered valid and enforceable as long as the pre-bankruptcy
liens are also valid.
About Horizon Interiors
Horizon Interiors, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Mass. Case No.
24-11196) on June 17, 2024, with as much as $1 million in both
assets and liabilities. Stephen Darr of Huron Consulting Group
serves as Subchapter V trustee.
Judge Janet E. Bostwick oversees the case.
Marques Lipton, Esq., at Lipton Law Group, LLC represents the
Debtor as legal counsel.
HOUND LABS: Horizon Tech Marks $1.6MM Loan at 36% Off
-----------------------------------------------------
Horizon Technology Finance Corporation has marked its $1,607,000
loan extended to Hound Labs, Inc to market at $1,034,000 or 64% of
the outstanding amount, according to a disclosure contained in
Horizon Tech's Form 10-Q for the quarterly period ended September
30, 2024, filed with the Securities and Exchange Commission.
Horizon Tech is a participant in a Term Loan to Hound Labs, Inc.
The Loan accrues interest at a rate of 14% (Prime+6%, 9.25% floor)
per annum. The loan matures on June 1, 2026.
Horizon Tech, said the loan is on non-accrual status as of
September 30, 2024.
Horizon Tech was organized as a Delaware corporation on March 16,
2010 and is an externally managed, non-diversified, closed-end
investment company. Horizon Technology Finance Corporation has
elected to be regulated as a business development company under the
1940 Act. In addition, for tax purposes, has elected to be treated
as a regulated investment company as defined under Subchapter M of
the Internal Revenue Code of 1986, as amended.
Horizon Tech is led by Robert D. Pomeroy, Jr., Chief Executive
Officer and Chairman of the Board; and Daniel R. Trolio, Chief
Financial Officer. The fund can be reach through:
Robert D. Pomeroy, Jr.
Horizon Technology Finance Corporation
312 Farmington Avenue
Farmington, CT, 06032
Telephone: (860) 676 8654
Hound Labs, Inc. develops advanced breath testing technologies to
address leading public health and safety issues.
HOUND LABS: Horizon Tech Marks $250,000 Loan at 34% Off
-------------------------------------------------------
Horizon Technology Finance Corporation has marked its $250,000 loan
extended to Hound Labs, Inc to market at $164,000 or 66% of the
outstanding amount, according to a disclosure contained in Horizon
Tech's Form 10-Q for the quarterly period ended September 30, 2024,
filed with the Securities and Exchange Commission.
Horizon Tech is a participant in a Term Loan to Hound Labs, Inc.
The Loan accrues interest at a rate of 14% per annum. The loan
matures on March 1, 2025.
Horizon Tech, said the loan is on non-accrual status as of
September 30, 2024.
Horizon Tech was organized as a Delaware corporation on March 16,
2010 and is an externally managed, non-diversified, closed-end
investment company. Horizon Technology Finance Corporation has
elected to be regulated as a business development company under the
1940 Act. In addition, for tax purposes, has elected to be treated
as a regulated investment company as defined under Subchapter M of
the Internal Revenue Code of 1986, as amended.
Horizon Tech is led by Robert D. Pomeroy, Jr., Chief Executive
Officer and Chairman of the Board; and Daniel R. Trolio, Chief
Financial Officer. The fund can be reach through:
Robert D. Pomeroy, Jr.
Horizon Technology Finance Corporation
312 Farmington Avenue
Farmington, CT, 06032
Telephone: (860) 676 8654
Hound Labs, Inc. develops advanced breath testing technologies to
address leading public health and safety issues.
HOUND LABS: Horizon Tech Marks $3.2MM Loan at 36% Off
-----------------------------------------------------
Horizon Technology Finance Corporation has marked its $3,214,000
loan extended to Hound Labs, Inc to market at $2,068,000 or 64% of
the outstanding amount, according to a disclosure contained in
Horizon Tech's Form 10-Q for the quarterly period ended September
30, 2024, filed with the Securities and Exchange Commission.
Horizon Tech is a participant in a Term Loan to Hound Labs, Inc.
The Loan accrues interest at a rate of 14% (Prime+6%, 9.25% floor)
per annum. The loan matures on June 1, 2026.
Horizon Tech, said the loan is on non-accrual status as of
September 30, 2024.
Horizon Tech was organized as a Delaware corporation on March 16,
2010 and is an externally managed, non-diversified, closed-end
investment company. Horizon Technology Finance Corporation has
elected to be regulated as a business development company under the
1940 Act. In addition, for tax purposes, has elected to be treated
as a regulated investment company as defined under Subchapter M of
the Internal Revenue Code of 1986, as amended.
Horizon Tech is led by Robert D. Pomeroy, Jr., Chief Executive
Officer and Chairman of the Board; and Daniel R. Trolio, Chief
Financial Officer. The fund can be reach through:
Robert D. Pomeroy, Jr.
Horizon Technology Finance Corporation
312 Farmington Avenue
Farmington, CT, 06032
Tel No.: (860) 676 8654
Hound Labs, Inc. develops advanced breath testing technologies to
address leading public health and safety issues.
HOUND LABS: Horizon Tech Marks $300,000 Loan at 34% Off
-------------------------------------------------------
Horizon Technology Finance Corporation has marked its $300,000 loan
extended to Hound Labs, Inc to market at $197,000 or 66% of the
outstanding amount, according to a disclosure contained in Horizon
Tech's Form 10-Q for the quarterly period ended September 30, 2024,
filed with the Securities and Exchange Commission.
Horizon Tech is a participant in a Term Loan to Hound Labs, Inc.
The Loan accrues interest at a rate of 14% per annum. The loan
matures on March 1, 2025.
Horizon Tech, said the loan is on non-accrual status as of
September 30, 2024.
Horizon Tech was organized as a Delaware corporation on March 16,
2010 and is an externally managed, non-diversified, closed-end
investment company. Horizon Technology Finance Corporation has
elected to be regulated as a business development company under the
1940 Act. In addition, for tax purposes, has elected to be treated
as a regulated investment company as defined under Subchapter M of
the Internal Revenue Code of 1986, as amended.
Horizon Tech is led by Robert D. Pomeroy, Jr., Chief Executive
Officer and Chairman of the Board; and Daniel R. Trolio, Chief
Financial Officer. The fund can be reach through:
Robert D. Pomeroy, Jr.
Horizon Technology Finance Corporation
312 Farmington Avenue
Farmington, CT, 06032
Telephone: (860) 676 8654
Hound Labs, Inc. develops advanced breath testing technologies to
address leading public health and safety issues.
HOUSTON, TX: Moody's Rates New Series 2024B Revenue Bonds 'Ba3'
---------------------------------------------------------------
Moody's Ratings assigned a Ba3 backed senior unsecured rating to
the new $1 billion special facilities revenue bonds (Series 2024B
bonds) to be issued by the City of Houston, Texas. The bonds will
be guaranteed by United Airlines, Inc. (United). The existing
ratings of United Airlines Holdings, Inc, including its Ba2
corporate family rating, Ba2-PD probability of default rating and
Ba3 backed senior unsecured rating, and United's Ba3 backed senior
unsecured rating and Ba1 backed senior secured rating and backed
senior secured bank credit facility rating, are unaffected by the
rating assignment.
The Ba3 rating assigned to the Series 2024B bonds reflects the
unconditional payment guarantee of United Airlines, Inc. of all
principal and interest pursuant to a guaranty between United and
The Bank of New York Mellon Trust Company, National Association, as
trustee. Proceeds from the issuance of the Series 2024B bonds will
be used to finance a portion of the cost the design, construction,
renovation and installation of certain facilities in Terminal B at
George Bush Intercontinental Airport/Houston, along with associated
costs of issuance.
The project includes improvements to and expansion of the Terminal
B central processor, replacement of the Terminal B baggage handling
system and construction of a new baggage handling system makeup
building. It also includes construction of a portion of the
Terminal B North Concourse to replace the original circular flight
stations on the north side of Terminal B to accommodate 22
narrow-body aircraft equivalent gates with the ability to operate
narrow-body or wide-body aircraft and the reconfiguration of the
Terminal B South Concourse gates to accommodate 18 large regional
gates and add jet bridges. These improvements are all to be
installed by and for use of United.
RATINGS RATIONALE
United Airlines Holdings, Inc's Ba2 corporate family rating
reflects its extensive global network, large international network,
a large loyalty program and emphasis on premium offerings which
provide foundational strength for the company. The rating also
reflects the company's strong liquidity and ample free cash flow,
helped by lower capital investment needs due to continued
constraints at The Boeing Company (Baa3, Ratings Under Review).
Moody's project cash plus short-term investments remaining above
$13 billion through 2025, absent early retirement of some debt.
Moody's expect modest earnings expansion to lower debt/EBITDA to
below 3.5x by the end of 2025.
The stable outlook reflects Moody's belief that United's credit
metrics will remain steady through 2025, notwithstanding the
current capital investment of about $14 billion during this
period.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be upgraded if operations continue to improve
resulting in debt/EBITDA below 3.0x, funds from operations plus
interest/interest sustained above 6x and EBITDA margin sustained
above 18%. Ratings could be downgraded if aggregate of cash and
available revolver is sustained below $10 billion while reported
debt remains above $25 billion, if debt/EBITDA expected is
sustained above 4.5x or funds from operations plus
interest/interest remains below 4.0x. Ratings could also be
downgraded if there is a sale of an equity interest in the loyalty
program that requires sharing of program cash flow with one or more
third parties.
United Airlines Holdings, Inc. is the holding company for United
Airlines, Inc. It operates hubs in Chicago, Denver, Houston, Los
Angeles, New York/Newark, San Francisco and Washington, D.C. and
according to the company, it operates the most comprehensive global
route network among North American carriers. Revenue for the 12
months ended September 30, 2024 was about $56 billion.
The principal methodology used in this rating was Passenger
Airlines published in August 2024.
HYPERION EDUCATION: Hires Furr and Cohen as Bankruptcy Counsel
--------------------------------------------------------------
Hyperion Education Town Center LLC and its affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of Florida
to hire Furr and Cohen, P.A. as attorneys.
The firm will provide these services:
a. give advice to the Debtor with respect to its powers and
duties as a Debtor-in-possession and the continued management of
its business operations;
b. advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the Court;
c. prepare motions, pleadings, orders, applications, adversary
proceedings, and other legal documents necessary in the
administration of the case;
d. protect the interest of the Debtor in all matters pending
before the Court; and
e. represent the Debtor in negotiations with creditors in the
preparation of a plan.
The firm will be paid at these rates:
Robert C. Furr $700 per hour
Alvin S. Goldstein $600 per hour
Alan R. Crane $600 per hour
Marc P. Barmat $600 per hour
Jason S. Rigoli $525 per hour
Jonathan Crane $350 per hour
Paralegals $200 per hour
The firm receive a retainer in the amount of $15,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Robert Furr, Esq., a partner at Furr and Cohen, 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 through:
Robert C. Furr, Esq.
Furr and Cohen, PA
2255 Glades Road, Suite 419A
Boca Raton, FL 33431
Telephone: (561) 395-0500
Facsimile: (561) 338-7532
Email: rfurr@furrcohen.com
About Hyperion Education Town Center
Hyperion Education Town Center LLC, doing business as Childcare of
Brando, provides childcare and educational programs for children
ages 2 years to 12 years old. It offers a variety of programs
including early preschool, preschool, and Voluntary prekindergarten
(VPK). It also offers after school care and summer camps for
elementary age children at varying locations.
Hyperion Education Town Center sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No.
24-21550) on November 1, 2024. In the petition filed by Jeffrey J.
Renard, as manager, the Debtor reports total assets of $10,923 and
total liabilities of $2,160,241.
Bankruptcy Judge Erik P. Kimball handles the case.
The Debtor is represented by Robert C. Furr, Esq. at FURR & COHEN.
ICAHN ENTERPRISES: Moody's Rates New $500MM Secured Notes 'Ba3'
---------------------------------------------------------------
Moody's Ratings has assigned a Ba3 rating to $500 million of backed
senior secured notes due 2029 issued by Icahn Enterprises L.P.
(IEP). The company's existing Ba3 corporate family rating, Ba3-PD
probability of default rating, Ba3 debt ratings and negative
outlook are not impacted by this rating action.
The proceeds from the new debt issuance will be used to refinance a
portion of the company's $1.25 billion 6.25% senior unsecured notes
which are set to mature in 2026. The newly issued notes will be
backed by a first-priority security interest in the equity
interests of the subsidiaries that are directly held by IEP's
intermediate holding company, Icahn Enterprises Holdings L.P. The
collateral securing these notes include all significant assets
owned by the holding company, with the exception of its cash
reserves and other immaterial assets.
RATINGS RATIONALE
The Ba3 senior secured rating reflects the leverage neutral impact
of the transaction on IEP's credit profile. According to the
covenants in the company's indenture, issuing senior secured notes
necessitates the securing of the existing unsecured debt, thereby
placing it on equal footing with the new issuance. Before the
transaction, IEP operated with a single class of unsecured debt.
After the transaction is completed, IEP will maintain a single debt
class, which would be secured and without the presence of
subordinated debt that could absorb potential losses. Consequently,
Moody's loss given default model aligns the senior secured debt
rating with the firm's Ba3 CFR.
IEP's Ba3 CFR reflects its solid track record of activist
investing, high market value-based leverage, and low interest
coverage ratio. The company's credit profile is constrained by key
person risk associated with the concentrated ownership and
leadership of its chairman and founder Mr. Carl Icahn. The negative
ratings outlook is driven by Moody's expectations of weak
profitability within IEP's Energy segment and heightened demands on
the firm's liquidity sources.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
IEP's ratings are unlikely to be upgraded given the negative
outlook. However, the outlook could be changed back to stable if:
1) the Energy segment's profitability improves such that its
regular dividends are restored or IEP's other operating
subsidiaries contribute meaningful and regular distributions that
diversify its funds from operations; 2) there is a sustained
improvement in the Investment Funds' performance; or 3) the firm
adopts financial policies that maintain the strength of its
liquidity profile and lowers market value-based leverage below 30%
on a sustained basis.
Conversely, IEP's ratings could be downgraded if: 1) market
value-based leverage remains elevated; or 2) there is a significant
depletion of available cash and liquidity resources; or 3) further
reduction in the creditworthiness or valuations of the firm's
principal operating subsidiaries.
The principal methodology used in this rating was Investment
Holding Companies and Conglomerates published in April 2023.
IHEARTMEDIA INC: Bondholder Group Readies to Dispute Debt Deal
--------------------------------------------------------------
Reshmi Basu of Bloomberg News reports that a group of iHeartMedia
Inc. bondholders plans to oppose a proposed debt exchange offer,
possibly paving the way for a contentious debt restructuring,
according to sources familiar with the matter.
The bondholders, advised by the law firm Akin Gump Strauss Hauer &
Feld, have begun preparing to challenge the exchange in court, said
the sources, who requested anonymity due to the private nature of
the discussions, the report states.
According to Bloomberg News, the radio and podcast company has
stated that if it is unable to secure the approval of at least 95%
of the relevant bondholders and term loan holders.
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.
IMERYS TALC: Vote on Reorganization Plan Impacts Talc Injury Claims
-------------------------------------------------------------------
If you have a Talc Personal Injury Claim, your rights are affected
by an upcoming vote on the plans of reorganization as part of
bankruptcy proceedings of Imerys Talc America, Inc., Imerys Talc
Vermont, Inc., and Imerys Talc Canada Inc., and potentially Imerys
Talc Italy S.p.A and Cyprus Mines Corporation.
The Imerys Debtors and the Cyprus Debtor filed Disclosure
Statements (available at IandCtalc.com) that contain information to
help you decide how to vote on the Plans. Both Disclosure
Statements propose that a single combined trust be established to
which all current and future Talc Personal Injury Claims will be
channeled and resolved according to Trust Distribution Procedures.
If you have a Talc Personal Injury Claim, your legal rights are
affected if the Plans are approved.
The Imerys Tort Claimants' Committee, the Cyprus Tort Claimants'
Committee, and the representatives of future talc claimants for
each of the Imerys Debtors and the Cyprus Debtor support the Plans.
Anyone with Claims and Equity Interests in all other Classes are
assumed to accept the Plans because they are not affected by Plans
or they support the Plans.
If you have a Talc Personal Injury Claim, you or your attorney are
entitled to receive a ballot to vote on one or both of the Plans.
Your ballot must be received by Kroll Restructuring Administration
LLC no later than December 16, 2024 at 4:00 p.m. Eastern Time. If
you are unsure that your attorney can vote on your behalf, please
ask your attorney.
If you have a Talc Personal Injury Claim against the Imerys Debtors
and/or the Cyprus Debtor, it is assumed that you consent to the
"Releases by Holders of Claims" set forth in Article XII of the
Imerys Plan and/or the Cyprus Plan, as applicable, if any of the
following are true:
1. you vote to accept the applicable Plan
2. you vote against the applicable Plan, and you do not opt out of
the releases in such Plan, or
3. you are entitled to vote on a Plan, but you do not vote and do
not opt out of the releases in such Plan (subject to certain
limitations described in the Plans).
Please read the Plans and other Plan Documents carefully for
details about how the Plans will affect your rights if approved.
You have the right to object to one or both of the Plans. The
deadline to file an objection is March 26, 2025, at 4:00 p.m.
Eastern Time. There are requirements that must be followed to file
an objection, which are set forth in the Voting Procedures Orders.
Objections received after the deadline may not be considered by the
Bankruptcy Court and may be deemed overruled without further
notice.
The following statement is being issued by Kroll Restructuring
Administration LLC regarding the Imerys Talc and Cyprus Mines
Bankruptcy Cases.
About Imerys Talc America
Imerys Talc America, Inc. and its subsidiaries --
https://www.imerys-performance-additives.com/ -- are in the
business of mining, processing, selling and distributing talc. Its
talc operations include talc mines, plants and distribution
facilities located in Montana (Yellowstone, Sappington, and Three
Forks); Vermont (Argonaut and Ludlow); Texas (Houston); and
Ontario, Canada (Timmins, Penhorwood, and Foleyet). It also
utilizes offices located in San Jose, Calif., and Roswell, Ga.
Imerys Talc America and its subsidiaries, Imerys Talc Vermont,
Inc., and Imerys Talc Canada Inc., sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13, 2019. The
Debtors were estimated to have $100 million to $500 million in
assets and $50 million to $100 million in liabilities as of the
bankruptcy filing.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Richards, Layton & Finger, P.A., and Latham &
Watkins LLP as their legal counsel, Alvarez & Marsal North America,
LLC as financial advisor, and CohnReznick LLP as restructuring
advisor. Prime Clerk, LLC, is the claims agent.
The U.S. Trustee for Region 3 appointed an official committee of
tort claimants in the Debtors' Chapter 11 cases. The tort
claimants' committee is represented by Robinson & Cole, LLP.
INNOVATION MONTESSORI: Moody's Affirms Ba3 Rating on Revenue Bonds
------------------------------------------------------------------
Moody's Ratings has affirmed the Ba3 rating on Innovation
Montessori, Inc., (FL) revenue bonds and revised the outlook to
stable from negative. The school has approximately $28 million in
outstanding debt as of fiscal 2024.
The outlook revision to stable from negative reflects the school's
improved financial position, supported by strengthened capital and
operational funding.
RATINGS RATIONALE
The Ba3 rating reflects improved, but still weak liquidity and
adequate coverage levels, supported by growing enrollment and
increased per pupil funding. The school is on track to meet its
fiscal 2025 budget and improve debt service coverage to 1.81x and
days cash on hand to 67 by the end of the fiscal year. Ongoing
challenges include very high leverage, with a fiscal 2024 cash to
debt ratio of 4% and a 2.6x debt to operating revenue ratio. While
enrollment continues to grow, reaching 963 students in 2025, the
school continues to face challenges in fully enrolling grades 10 to
12.
The school's management team will remain stable and benefits from a
partnership with Building Hope to provide assistance in managing
its financial operations.
RATING OUTLOOK
The stable outlook reflects the likelihood that the school will
maintain or grow enrollment and coverage. The outlook also reflects
continued improved liquidity and gradual moderation of leverage.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- Sustained improvement to liquidity to over 100 days cash on
hand
-- A trend of debt service coverage over 1.5x
-- Sustained enrollment of over 1000 students
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- Decline in liquidity that reduces the days cash on hand below
40 days
-- Weakening enrollment trend or other evidence of weakened
demand
-- Reduced state and local support for capital or operating
funding
LEGAL SECURITY
The Florida Development Finance Corporation issued bonds for
Innovation Montessori, Inc., encompassing Innovation Montessori
Ocoee and its high school and Casa divisions, under a joint and
several, absolute, and irrevocable pledge of all adjusted revenues.
These revenues include operating and non-operating incomes, with
school board payments, including capital outlay funds, being the
primary revenue source for bond repayment. Monthly disbursements
from the school board are remitted to a trustee, covering
operational expenses after depositing in a debt service reserve
fund. The bonds are secured by a mortgage and interest in the
borrower's facilities.
PROFILE
Innovation Montessori, Inc., oversees three educational entities: a
private pre-K (Innovation Montessori Ocoee-Casa), a K-8 charter
school (Innovation Montessori Ocoee), and a charter high school
(Innovation Montessori Ocoee High School). Collective enrollment
across these schools reached 968 students for the 2024-25 school
year. The school's charter allows enrollment of up to 1,965. The
charter is up for renewal in 2031.
METHODOLOGY
The principal methodology used in these ratings was US Charter
Schools published in April 2024.
INSTANT BRANDS: Trustee Accuses Former Owner of Misleading Lenders
------------------------------------------------------------------
Jonathan Randles of Bloomberg News reports that Cornell Capital
LLC, the previous owner of Instant Brands, is accused of misleading
lenders about the company's financial performance to secure a $345
million dividend, which is said to have contributed to the
bankruptcy of the Instant Pot maker.
In a lawsuit filed on November 13, 2024 in Texas bankruptcy court,
trustee Alan Halperin targeted the private equity firm, its founder
Henry Cornell, and former executives of Instant Brands, the report
relates. Halperin aims to recover at least $400 million on behalf
of the company's creditors after Instant Brands filed for Chapter
11 last 2023. According to the suit, Cornell and his firm
"exploited their portfolio company, Instant Brands, leaving it
insolvent and unable to repay its creditors," the report states.
"We are aware of the complaint, which is without foundation and
merit," Cornell Capital stated. "We plan to defend ourselves
vigorously."
Instant Brands' bankruptcy filing attributed the cause to high
interest rates, a post-pandemic decline in demand, supply-chain
disruptions, and other "uncontrollable macroeconomic events" in
recent years. However, Halperin's lawsuit primarily attributes the
bankruptcy to the $345 million dividend.
Overpayment
The 2021 dividend was financed by a $450 million term loan and $100
million from the company's cash reserves, according to the lawsuit.
Cornell Capital and its co-investors received $200 million, Instant
Brands' founders were paid $101 million, and company management
received $4 million.
Halperin claims that Cornell Capital realized it had overpaid for
Instant Brands after the company admitted to overstating a key
earnings metric for 2018. The private equity firm allegedly
threatened legal action against Instant Brands' co-founder, then
entered into a restructuring agreement that led to a significant
reduction in the purchase price.
The trustee alleges that these issues were not disclosed to lenders
when Instant Brands sought funding for the dividend in March 2021.
Additionally, the lawsuit claims that a government investigation
into reports of Instant Pots catching fire, melting, and presenting
fire and burn hazards was kept secret. Instead, management
allegedly provided overly optimistic forecasts to justify the
dividend.
According to the complaint, Instant Brands depleted its cash
reserves less than 21 months after the dividend was paid. Under the
direction of Cornell Capital, the company carried out a complex
debt deal in January 2023. The transaction moved most of Instant
Brands' tangible assets from the existing lenders' collateral pool
into new subsidiaries, which then pledged these assets to Cornell
Capital. In return, the private equity firm provided Instant Brands
with a $55 million loan.
The lawsuit argues that news of the transaction marked "the death
knell" for Instant Brands, as it led suppliers to tighten their
credit terms with the company. Halperin contends that the
transaction was designed to delay an inevitable Chapter 11 filing,
which could have made the dividend subject to being voided under
bankruptcy law's two-year look-back period.
About Instant Brands
Instant Brands designs, manufactures and markets a global portfolio
of innovative and iconic consumer lifestyle brands: Instant, Pyrex,
Corelle, Corningware, Snapware, Chicago Cutlery, ZOID and Visions.
Instant Brands Holdings Inc. and Instant Brands Inc., and their
affiliates sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90716) on June
12, 2023. In the petition signed by Adam Hollerbach, chief
restructuring officer, the Debtors disclosed up to $1 billion in
both assets and liabilities. Judge David R. Jones oversees the
case.
Davis Polk & Wardwell LLP's Brian M. Resnick, Steven Z. Szanzer and
Joanna McDonald serve as counsel to the Debtors. The Debtors also
tapped Haynes and Boone, LLP as Texas counsel, Stikeman Elliott LLP
as Canadian counsel, AlixPartners, LLP as financial advisor,
Guggenheim Securities LLC as investment banker, and Epiq Corporate
Restructuring, LLC as claims, noticing, agent, solicitation and
administrative advisor.
DLA Piper LLP (US) serves as counsel to the Official Committee of
Unsecured Creditors.
Ropes & Gray LLP serves as counsel to the DIP Lenders, and Moelis
&
Company LLC and Ankura Consulting Group, LLC act as advisors to
the
Term DIP Secured Parties.
Skadden, Arps, Slate, Meagher & Flom LLP and Norton Rose Fulbright
and Norton Rose Fulbright Canada LLP serve as counsel and FTI
Consulting as financial advisor to the ABL DIP Secured Parties.
Kramer Levin Naftalis & Frankel LLP serves as counsel to Cornell
Capital.
INSTANT BRANDS: Trustee Sues Cornell Capital for Company Plundering
-------------------------------------------------------------------
The Litigation Trustee of The Instant Brands Litigation Trust filed
a lawsuit, November 13, against the Instant Pot-maker's private
equity owner, Cornell Capital, accusing it of having "plundered
their portfolio company . . . leaving it insolvent and unable to
repay its creditors," who lost over $400 million. The suit alleges
that the defendants, which include the fund's founder Henry
Cornell, persistently misstated the company's worth and misled
lenders in order to raise a $450 million term loan to illegally
fund a $345 million dividend purely for Cornell Capital's and its
investors' benefit. The Trustee is asking the court to void the
special dividend and other payments to defendants, as well as for
recovery of the value of those transfers and an award of no less
than $400 million.
Cornell Capital acquired the brand through a subsidiary in March
2019, and shortly thereafter, Cornell Capital found that Instant
Brands had overstated its 2018 EBITDA, distorting its valuation and
resulting in the fund overpaying for the acquisition.
Renegotiations followed, and in February 2020 Cornell Capital and
the Instant Brand sellers entered into a restructuring agreement to
massively reduce the purchase price. The subsidiary which led the
acquisition then filed a claim under their representations and
warranties policy alleging a loss of $268 million due to Instant
Brands' misstated financials at the time of acquisition. Neither
the representations and warranties claim, nor the restructuring
agreement, were disclosed to lenders in March 2021 when Instant
Brands went to the market to borrow money for a dividend
recapitalization.
Having successfully misled investors, Cornell Capital caused
Instant Brands to take on the $450 million term loan in April 2021.
Using those funds and $100 million of Instant Brands' balance sheet
cash, Cornell Capital caused Instant Brands to issue the $345
million dividend that same month, almost all of which went to
enrich Cornell Capital and certain of its co-investors, the Instant
Brands Sellers and the management team, leaving Instant Brands
insolvent. In June 2023, Instant Brands filed for bankruptcy.
The case is Alan D. Halperin, as Litigation Trustee of the Instant
Brands Litigation Trust v. Cornell Capital LLC, case number
23-90716 in the U.S. Bankruptcy Court of the Southern District of
Texas. The Trustee is represented by Kyle Lonergan, Josh Newcomer
and James Smith of McKool Smith.
"The Trustee looks forward to prosecuting this case for the benefit
of the unsecured creditors of Instant Brands." Kyle Lonergan, lead
counsel for the trustee stated.
About Instant Brands
Instant Brands designs, manufactures and markets a global portfolio
of innovative and iconic consumer lifestyle brands: Instant, Pyrex,
Corelle, Corningware, Snapware, Chicago Cutlery, ZOID and Visions.
Instant Brands Holdings Inc. and Instant Brands Inc., and their
affiliates sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90716) on June
12, 2023. In the petition signed by Adam Hollerbach, chief
restructuring officer, the Debtors disclosed up to $1 billion in
both assets and liabilities. Judge David R. Jones oversees the
case.
Davis Polk & Wardwell LLP's Brian M. Resnick, Steven Z. Szanzer and
Joanna McDonald serve as counsel to the Debtors. The Debtors also
tapped Haynes and Boone, LLP as Texas counsel, Stikeman Elliott LLP
as Canadian counsel, AlixPartners, LLP as financial advisor,
Guggenheim Securities LLC as investment banker, and Epiq Corporate
Restructuring, LLC as claims, noticing, agent, solicitation and
administrative advisor.
DLA Piper LLP (US) serves as counsel to the Official Committee of
Unsecured Creditors.
Ropes & Gray LLP serves as counsel to the DIP Lenders, and Moelis &
Company LLC and Ankura Consulting Group, LLC act as advisors to the
Term DIP Secured Parties.
Skadden, Arps, Slate, Meagher & Flom LLP and Norton Rose Fulbright
and Norton Rose Fulbright Canada LLP serve as counsel and FTI
Consulting as financial advisor to the ABL DIP Secured Parties.
Kramer Levin Naftalis & Frankel LLP serves as counsel to Cornell
Capital.
INTERCEMENT PARTTICIPACOES: Bondholders Sue Banco Bradesco
----------------------------------------------------------
Vinícius Andrade, Giovanna Bellotti Azevedo, and Bob Van Voris of
Bloomberg News report that InterCement Participacoes SA bondholders
have filed a complaint against Banco Bradesco SA, alleging the
Brazilian bank concealed a conflict of interest that ultimately
advantaged it in the cement company's debt restructuring.
According to Bloomberg News, the investors, in documents filed
Friday with the New York State Supreme Court, claim that Bradesco,
as an underwriter of InterCement's 2014 dollar notes, failed to
reveal that its preferred shares in the company included a put
option.
According to the suit, this option gave Bradesco extra leverage in
the debt restructuring process, positioning the bank ahead of other
bondholders.
About Intercement Brasil
Intercement Brasil is a producer of cement and concrete based in
Brazil. Overall, the Company has 34 production units, with an
active capacity of more than 33 million tons of cement per year,
employing more than 6,000 professionals.
Intercement Brasil and affiliates sought relief under Chapter 15 of
the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 24-11226)
on July 15, 2024.
The firm's foreign representative:
Antonio Reinaldo Rabelo Filho
Rua Barao da Torre, 550,
Apt. 201, Ipanema
Rio de Janeiro, RJ
Brazil
The Foreign Representative's counsel:
John K. Cunningham, Esq.
WHITE & CASE LLP
1221 Avenue of the Americas
New York NY 10020
Tel: (212) 819-8200
Email: jcunningham@whitecase.com
INTERSTATE CONSTRUCTION: Gets OK to Use Cash Collateral Thru Jan. 9
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
granted Interstate Construction Corp. authority to use the cash
collateral of Fundation Group, LLC, a secured creditor, on an
interim basis.
Interstate Construction was authorized to use cash collateral until
Jan. 9 next year to the extent of the aggregate of the line items,
plus 10% set forth on its projected budget or as otherwise agreed
by Fundation.
The budget shows projected operating expenses of $81,045.
The court granted Fundation replacement liens on the cash
collateral and all post-petition property of Interstate
Construction, with the same priority as its pre-bankruptcy lien.
The next hearing is set for Jan. 8.
About Interstate Construction Corp.
Interstate Construction Corp. offers general contractor commercial
construction services, project management, and cost estimation.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-09097) on June 10,
2024, with $100,000 to $500,000 in assets and $1 million to $10
million in liabilities. James J. Sideris, president, signed the
petition.
Judge Deborah L. Thorne presides over the case.
Gregory K. Stern, Esq., at Gregory K. Stern, P.C. represents the
Debtor as legal counsel.
INTRUM AB: Seeks Chapter 11 Bankruptcy with $5.3 Billion Debt
-------------------------------------------------------------
Irene Garcia Perez of Bloomberg News reports that Intrum AB, a
Swedish debt collector, has filed for U.S. bankruptcy protection to
carry out a restructuring plan for its 58.4 billion krona ($5.3
billion) debt.
According to Bloomberg News, the company submitted a Chapter 11
petition in Texas on Friday, November 15, 2024, reporting assets
and liabilities both between $1 billion and $10 billion. It will
enable Intrum to implement a restructuring agreement supported by
over two-thirds of its bondholders and a majority of its lenders.
In a statement, the company said it anticipates emerging from
bankruptcy by the end of 2024.
The company plans to operate normally with no service disruptions,
having enough liquidity to support ongoing operations and fulfill
its financial obligations, the report relates.
It will retain possession and control of its assets, with its
current management team and board of directors remaining in place,
the report states, according to the report.
About Intrum AB
Intrum AB is a Swedish debt collector.
Intrum AB sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. S.D. Tex. Case No. 24-90575) on November 15, 2024. In
its petition, the Debtor reports estimated assets and liabilities
both between $1 billion and $10 billion each.
Honorable Bankruptcy Judge Christopher M. Lopez oversees the case.
The Debtor is represented by John F Higgins, IV of Porter Hedges
LLP.
INTRUM AB: Swedish Debt Collector Pursues U.S. Restructuring
------------------------------------------------------------
Europe's largest debt collector Intrum AB announced Nov. 15, 2024,
that after securing the required consents from its creditors to
confirm its proposed Chapter 11 reorganization plan, Intrum has
filed a voluntary petition for reorganization pursuant to Chapter
11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of Texas.
Sweden's Intrum will seek approval with the Bankruptcy Court in
Houston of its Plan along with motions to, among other things,
continue its ordinary course operations. Approval of the Plan is
currently expected by the end of the calendar year.
The Debtors propose a combined hearing for December 5, 2024, to
consider approval of the Plan and Disclosure Statement. Objections
to the Plan may be filed by December 3.
During the Chapter 11 case, and any other relevant implementation
phase of the Recapitalization Transaction, the Group intends to
continue to operate as normal with no disruption of service with
maximum focus on delivering the best services to its clients.
Furthermore, Intrum has sufficient liquidity to support the Group's
continued operations and execute on its business plan throughout
the Chapter 11 case and the Swedish company reorganization
processes. The Group expects to continue to pay its financial
obligations in the ordinary course of business, without
interruption. The Group will remain in possession and control of
its assets, retain its existing management team and board of
directors, and maintain its ordinary operations in all other
material respects.
Andres Rubio, President and Chief Executive Officer of Intrum, said
in a Nov. 15 statement, "Today, with support from the overwhelming
majority of our key stakeholders, we are making significant
progress towards the implementation of our recapitalization
transaction. This pre-packaged, court-supervised Chapter 11 process
is a positive step for our company and will position Intrum -- and
all of our stakeholders -- for future success."
Solicitation for Intrum's Plan was launched on October 171, 2024
(Central Time) and the voting deadline expired on November 13,
2024. Of those that voted on the Plan, 100% (by value) of the
Group's RCF lenders and 82% (by value) of the Group's Noteholders
have voted in favor. The required majority for each class under a
Chapter 11 plan is 66.67% in amount (of allowed claims) by class.
In addition to the Chapter 11 case, Intrum is intending to complete
a Swedish company reorganization during the first quarter of 2025,
to ensure the results of the Chapter 11 process are given equal
effect in Sweden. The effectiveness of the Chapter 11 Plan is
conditional upon, amongst other things, the consummation of the
Swedish company reorganization. The Recapitalization Transaction is
expected to become effective during the first quarter of 2025,
following the satisfaction of all conditions precedent.
Intrum has also agreed to certain amendments to its Lock-Up
Agreement, Backstop Letter, and the Plan, which facilitate
implementation of the Recapitalization Transaction after May 31,
2025 if there are delays to the implementation process caused by
the Swedish company reorganisation process.
As set out in the notice to the extraordinary general meeting
announced by Intrum on November 1, 2024, the Recapitalization
Transaction will result in the noteholders receiving 10% of the
ordinary shares in Intrum on a fully diluted basis, as a condition
to noteholders writing down 10% of their debt holdings. The share
issuance is subject to approval by the extraordinary general
meeting of shareholders.
An application has been lodged at the Stockholm District Court
purporting that the amendments of the general terms and conditions
of the outstanding note loans -- MTN Notes -- maturing on:
(a) July 3, 2025 with loan number 115 (ISIN: SE0013105533),
(b) September 12, 2025 with loan number 111 (ISIN:
SE0013104080), and
(c) September 9, 2026 with loan number 113 (ISIN:
SE0013360435),
resolved by the noteholders' meetings, as announced by Intrum on
November 15, 2024, are void.
Intrum rejects any assertions that the amendments of the general
terms and conditions of the MTN Notes are void and will take all
measures to protects its interest and those of its stakeholders.
Intrum is confident it has sufficient support to implement the
Recapitalization Transaction.
Further details of the Chapter 11 case can be found at the
following Website: https://cases.ra.kroll.com/IntrumAB
The Chapter 11 case relates to, amongst other debt instruments, the
senior unsecured notes and MTNs due from 2025–2028 with the
following identifiers: XS2211136168 / XS2211137059; XS2034925375 /
XS2034928122; XS2052216111 / XS2052216202; XS2566292160 /
XS2566291865; SE0013105533; SE0013105525; SE0013104080;
SE0013360435; XS2093168115.
About Intrum
Intrum AB is a provider of credit management services with a
presence in 20 markets in Europe. By helping companies to get paid
and supporting people with their late payments, Intrum leads the
way to a sound economy and plays a critical role in society at
large. Intrum has circa 10,000 dedicated professionals who serve
around 80,000 companies across Europe. In 2023, income amounted to
SEK 20.0 billion. Intrum is headquartered in Stockholm, Sweden and
publicly listed on the Nasdaq Stockholm exchange. On the Web:
http://www.intrum.com/
On November 15, 2024, Intrum AB and U.S. affiliate Intrum AB of
Texas LLC each filed a voluntary petition for the relief under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Southern District of Texas (Bankr.
S.D. Tex. Lead Case No. 24-90575) to seek confirmation of their
Prepackaged Reorganization Plan.
The U.S. cases are pending before the Honorable Christopher M.
Lopez.
Milbank LLP and Porter Hedges LLP are serving as counsel in the
U.S. restructuring. Houlihan Lokey is the advisor to Intrum.
Kroll Issuer Services Limited is the information agent. Kroll
Restructuring Administration is the claims agent. Brunswick Group
is also serving as advisers to Intrum.
Latham & Watkins LLP and Latham & Watkins (London) LLP, and
Advokatfirmaet Schjodt AS, are advising a group of bondholders
holding widely across Intrum AB's notes issuances (the "Notes Ad
Hoc Group"). PJT Partners (UK) Limited is financial advisor to the
noteholder ad hoc group.
Weil Gotshal & Manges LLP is representing a group of short-dated
bondholders holding primarily 2024- and 2025-maturing notes
("Minority Ad Hoc Group").
Ropes & Gray LLP is representing another minority group of
bondholders.
Clifford Chance US LLP is counsel to the group that collectively
holds approximately 76% of the total commitments under the RCF (the
"RCF Steerco Group").
IQSTEL INC: Signs MOU to Acquire 49% of SwissLink Carrier AG
------------------------------------------------------------
iQSTEL Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on November 1, 2024, the
Company entered into a binding Memorandum of Understanding with Mr.
Ralf Koehler, SwissLink Carrier Ltd., and Impact Trading &
Consulting LLC for the purpose of outlining the understanding
regarding the exchange of 49% ownership in SwissLink for our
shares. Pursuant to the Agreement, the parties agreed that the
execution of the final agreement will be subject to mutual consent
and negotiations based on the terms agreed:
* The agreed valuation to purchase Ralf's 49% ownership
interest in SwissLink is set at $750,000 USD.
* The term of this agreement will be for five years plus six
months, commencing on the date of the execution of the final
agreement.
* Ownership will be transferred from Ralf to the Company in
tranches, with each tranche comprising up to 10% of ownership per
year.
* The option to execute each tranche can be initiated by Ralf
within each one-year period through the submission of a "trigger
letter" by e-mail to us. If Ralf does not exercise his right to
trigger the agreement during any year, iQSTEL reserves the right to
initiate the tranche execution at any point thereafter.
* Share Calculation: The number of iQSTEL shares to be
provided in exchange for each tranche will be determined based on
the lowest closing price of iQSTEL shares over the 90 days
preceding the delivery of the trigger letter.
* Discount: Ralf will receive a 20% discount on the above
calculated share price; provided however, that the above calculated
share price, without the discount, shall count toward the purchase
price in determining whether Ralf has received the full $750,000
USD valuation for his 49% ownership interest in SwissLink.
* If, after the execution of all tranches, Ralf has not
received the full $750,000 USD valuation, iQSTEL or its legal
successor will pay the difference in cash until the full valuation
is realized based on the Weighted Volume Average Price (WVAP) of
its shares for the last 15 trading days prior to the Termination
Date for shares still in Ralf's possession, and/or the actual
selling price for shares already sold by Ralf.
In addition, under the Agreement, Impact agrees to render advisory
services up to 60 hours per month to SwissLink and ETELIX, iQSTEL's
wholly owned subsidiary, at 8,000 CHF per month (excluding VAT) for
a maximum of two years.
Next, SwissLink acknowledges a debt of 200,000 CHF owed to Ralf,
which will be repaid in monthly installments of 8,000 CHF until the
debt is fully repaid.
Finally, Ralf will continue to grant SwissLink non-exclusive access
to the VAMP platform, with the same cost and expense structure as
outlined in the Share Purchase Agreement between iQSTEL and Ralf,
dated April 1, 2019.
This strategic agreement accelerates iQSTEL's consolidation of
international telecom assets, enhancing its operational strength
and advancing its mission to become a worldwide telecom
powerhouse.
This thoughtful, phased structure minimizes dilution at iQSTEL's
current stock price, allowing for a prudent approach that maximizes
shareholder value. This seamless, scalable arrangement underscores
iQSTEL's commitment to investor-friendly decisions, laying a
foundation for exponential growth and industry consolidation.
Mr. Koehler's choice to transition his SwissLink ownership into
iQSTEL shares highlights his confidence in iQSTEL's ambitious
vision for growth. With a partnership history spanning over six
years, Mr. Koehler is deeply aligned with iQSTEL's mission and
goals. Beyond ownership exchange, he will continue to play a
pivotal role in shaping our European business strategy, ensuring
continuity and leveraging his seasoned expertise to drive
innovation across the region.
Adding to the excitement, this transaction is part of a larger plan
designed to deliver operational efficiencies projected to save
iQSTEL up to $2 million annually--a substantial boost to
profitability that reflects the efficiency and scalability of this
consolidation. Investors should take note of this critical
milestone, as it enhances iQSTEL's operational strength and
represents a key advancement in the company's roadmap to
high-margin, next-generation telecom solutions.
The transition will be seamless for SwissLink's customers,
maintaining uninterrupted service and operational excellence. Juan
Carlos Lopez Silva will continue as CEO of both SwissLink and
Etelix, ensuring stability and leadership in our European
operations.
Leandro Jose Iglesias, CEO of iQSTEL, commented: "The trust and
dedication Ralf has demonstrated by committing to this ownership
exchange are testaments to the strength of our shared vision. This
transaction not only benefits our shareholders with a structured,
non-dilutive approach but also strengthens our footing in Europe,
setting the stage for increased value creation. We are moving fast,
adding high-tech, high-margin products like our recent Cycurion
partnership and our AI-powered AIRWEB.ai service. In parallel, we
are actively consolidating our telecom operations to deliver up to
$2 million in annual savings. This combination of innovation and
operational efficiency is accelerating our path to global
leadership."
This ownership exchange represents a significant advancement in
iQSTEL's strategy to build a resilient, consolidated telecom
framework that supports next-generation communication technologies
on a global scale.
About SwissLink Carrier AG
SwissLink Carrier AG is a licensed Swiss-based telecommunications
provider, specializing in domestic and international voice and SMS
termination. With over 200 interconnections across Tier 1, Tier 2,
and Tier 3 telecommunications providers, SwissLink holds a
prominent position in the industry.
SwissLink Carrier plays a key role in the European telecom market,
managing essential connectivity across countries in the region. The
company maintains several direct interconnections with the largest
European telecom operators, which serve the most extensive end-user
bases. This strategic positioning enables SwissLink to efficiently
handle significant traffic flows from various global origins into
Europe and the European Economic Area (EEA). Its tailored voice
analysis and management platform ensures optimal performance and
reliability.
With a team boasting over 75 years of industry expertise, SwissLink
Carrier AG invites partners to join its network and benefit from
its innovative, customer-centric approach to telecommunications.
About iQSTEL Inc.
Coral Gables, Fla.-based iQSTEL Inc. (OTCQX: IQST) is a technology
company with operations in 19 countries and a workforce of 70
employees. The company provides advanced services through its
Telecom Division, which offers VoIP, SMS, proprietary Internet of
Things (IoT) solutions, and international fiber-optic connectivity.
This division generates all of iQSTEL's revenues and operates
through subsidiaries including Etelix, SwissLink Carrier, Smartbiz
Telecom, Whisl Telecom, IoT Labs, and QGlobal SMS.
For the year ended December 31, 2023, iQSTEL reported a loss of
$219,436, a significant improvement from the loss of $5,865,761 in
the year ended December 31, 2022.
Pittsburgh, Pa.-based Urish Popeck & Co., LLC, the company's
auditor since 2020, issued a "going concern" qualification in its
report dated April 1, 2024. The report cites recurring losses from
operations and insufficient revenue sources to cover operating
costs, raising substantial doubt about the company's ability to
continue as a going concern.
JAZ NCR HOLDINGS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: JAZ NCR Holdings LLC
1501 Ligonier Street
Latrobe PA 15650
Chapter 11 Petition Date: November 14, 2024
Court: United States Bankruptcy Court
Western District of Pennsylvania
Case No.: 24-22805
Judge: Hon. Gregory L Taddonio
Debtor's Counsel: Kirk Burkley, Esq.
BERNSTEIN-BURKLEY, P.C.
601 Grant Street 9th Floor
Pittsburgh PA 15219
Tel: 412-456-8100
E-mail: kburkley@bernsteinlaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $100 million to $500 million
The petition was signed by D. Scott Kroh as manager.
The Debtor indicated in the petition it has no unsecured
creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/LWFRQKA/JAZ_NCR_Holdings_LLC__pawbke-24-22805__0001.0.pdf?mcid=tGE4TAMA
JAZ NCR: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: JAZ NCR LLC
1501 Ligonier Street
Latrobe PA 15650
Chapter 11 Petition Date: November 14, 2024
Court: United States Bankruptcy Court
Western District of Pennsylvania
Case No.: 24-22804
Judge: Hon. Gregory L Taddonio
Debtor's Counsel: Kirk B. Burkley, Esq.
BERNSTEIN-BURKLEY, P.C.
601 Grant Street 9th Floor
Pittsburgh, PA 15219
Tel: 412-456-8100
E-mail: kburkley@bersteinlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $100 million to $500 million
The petition was signed by D. Scott Kroh as manager.
The Debtor indicated in the petition it has no unsecured
creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/Y3YNQAA/JAZ_NCR_LLC__pawbke-24-22804__0001.0.pdf?mcid=tGE4TAMA
JDC RENTALS: Gets Final OK to Use Cash Collateral Thru Dec. 16
--------------------------------------------------------------
JDC Rentals, LLC and its manager, Jordan Dale Call, received final
approval from the U.S. Bankruptcy Court for the District of Arizona
to use cash collateral through Dec. 16.
The final order approved the use of cash collateral for
post-petition expenses set forth in the projected budget.
JDC Rental's and Mr. Call's budget shows total monthly expenses of
$416.98 and $877.40, respectively.
The payments authorized by the court order include adequate
protection payments to secured creditors First Citizens Bank,
Newtek Small Business Finance, LLC, and Joel D. Rhoads and Jessa M.
Rhoads Revocable Trust.
In addition, the court order authorized JDC Rentals to provide its
secured creditors with adequate protection in the form of
replacement liens on assets acquired by the company after its
Chapter 11 filing.
About JDC Rentals
JDC Rentals, LLC sought relief under Subchapter V of Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-07708) on
Sept. 16, 2024, with up to $500,000 in assets and up to $10 million
in liabilities. Jordan Dale Call, sole member and manager of JDC
Rentals, signed the petition.
Judge Daniel P. Collins oversees the case.
D. Lamar Hawkins, Esq., at Guidant Law PLC serves as the Debtor's
bankruptcy counsel.
KANGCHENG DEVELOPMENT: Seeks to Hire Havkin & Shrago as Attorney
----------------------------------------------------------------
Kangcheng Development LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire Havkin &
Shrago, Attorneys At Law, as general insolvency counsel.
The firm will provide these services:
(a) represent the Debtor at its initial interview;
(b) represent the Debtor at the meeting of creditors pursuant
to Bankruptcy Code Sec. 341(a) or any continuance thereof;
(c) represent the Debtor at all hearings before the bankruptcy
court;
(d) prepare legal papers;
(e) advise the Debtor regarding matters of bankruptcy law;
(f) represent the Debtor in contested matters;
(g) assist the Debtor in the preparation of a plan of
reorganization and the negotiation and implementation of the plan;
(h) analyze claims that have been filed in the Debtor's
bankruptcy case;
(i) negotiate with the Debtor's creditors regarding the amount
and payment of their claims;
(j) object to claims as may be appropriate; and
(k) provide all other necessary legal services.
The firm will be paid as follows:
Stella Havkin $535 per hour
David Jacob $395 per hour
In addition, the firm will seek reimbursement for its out-of-pocket
expenses.
The retainer is $20,000.
Stella Havkin, Esq., a partner at Havkin & Shrago, Attorneys at
Law, 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:
Stella Havkin, 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 Kangcheng Development LLC
Kangcheng Development LLC is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)). The Debtor owns the real
property located at 400 South Rossmore Avenue, Los Angeles, CA
90020 valued at $8 million.
Kangcheng Development LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-18223) on
October 7, 2024. In the petition filed by Ling Xiao, as manager,
the Debtor reports estimated assets and liabilities between $1
million and $10 million each.
Honorable Bankruptcy Judge Sheri Bluebond handles the case.
The Debtor is represented by Stella Havkin, Esq. at Havkin &
Shrago, Attorneys At Law.
KRUGER PRODUCTS: DBRS Gives B(high) Rating on Sr. Unsec. Notes
--------------------------------------------------------------
DBRS Limited assigned a rating of B (high) with a Stable trend to
Kruger Products Inc.'s (Kruger Products or the Company) issuance of
$135 million, 6.625% Senior Unsecured Notes (the Notes), due
November 1, 2031, which closed on November 1, 2024. The Recovery
Rating on the Notes is RR6.
Kruger Products intends to use the net proceeds from this issuance
to redeem the Company's outstanding 6.00%, $125 million Notes due
April 24, 2025, and for general corporate purposes.
The credit rating assigned to this newly issued debt instrument is
based on the credit rating of an already-outstanding debt series of
the above-mentioned debt instrument.
LA HACIENDA: Court Denies Bid to Use Cash Collateral
----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
denied La Hacienda Mobile Estates, LLC's motion to use the cash
collateral of Trust Deeds and Notes, LLC without prejudice.
This means that the court rejected La Hacienda's request to use its
secured creditor's cash collateral but the company is allowed to
refile the motion at a later time.
Trust Deeds has a security interest in the rental income generated
from La Hacienda's 61-unit mobile home park in Fresno, Calif. This
rental income constitutes Trust Deeds' cash collateral.
About La Hacienda Mobile Estates
La Hacienda Mobile Estates, LLC, is primarily engaged in renting
and leasing real estate properties.
La Hacienda sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bank. D. Del. Case No. 24-10984) on May 9, 2024,
with $1 million to $5 million in both assets and liabilities. The
petition was signed by Matt Davies as managing member.
The Hon. Karen B. Owens presides over the case.
The Debtor tapped Ashby & Geddes, P.A., as bankruptcy counsel.
LALA'S SANGRIA: Gets Final OK to Use Cash Collateral
----------------------------------------------------
Lala's Sangria Bar, LLC received final approval from the U.S.
Bankruptcy Court for the Middle District of Florida to use the cash
collateral of its secured creditors until Dec. 31, allowing the
company to continue to operate during its bankruptcy.
The order approved the use of cash collateral to pay the company's
operating expenses set forth in its projected budget.
Particular expense items may exceed the amount in the budget by 15%
so long as the aggregate expenses actually incurred do not exceed
the aggregate amounts reflected in the budget by no more than 10%,
according to the court order signed by Judge Roberta Colton.
As protection, the U.S. Small Business Administration and other
secured creditors of the company will be granted replacement liens
on any cash collateral acquired by the company after the petition
date to the same extent and with the same validity and priority as
their pre-bankruptcy liens.
About LaLa's Sangria Bar
LaLa's Sangria Bar, LLC operates a restaurant in Tampa Bay, Fla.
LaLa's Sangria Bar sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-03389) on June 14,
2024, with $500,001 to $1 million in both assets and liabilities.
Michael Markham, Esq., serves as Subchapter V trustee.
Judge Roberta A. Colton oversees the case.
The Debtor tapped Kathleen DiSanto, Esq., at Bush Ross, PA as legal
counsel and Terrence Oraha, CPA, PLLC as accountant.
LASERSHIP INC: Strikes Deal w/ Creditors for Fresh Capital
----------------------------------------------------------
Reshmi Basu and Jill R. Shah of Bloomberg News reports that
LaserShip Inc., backed by American Securities, has finalized a
debt-restructuring agreement with select creditors, designed to
inject fresh capital, reduce liabilities, and reorganize repayment
priorities -- part of a growing trend among financially troubled
companies.
The plan includes approximately $300 million in new funding, which
would take precedence over existing loans in the repayment
hierarchy, according to sources familiar with the matter who
requested anonymity due to the confidential nature of the
discussions, the report states.
The new loan, set to mature in 2029, is expected to carry a margin
of 6.25 percentage points above the Secured Overnight Financing
Rate (SOFR), the report says, citing the sources.
About Lasership Inc.
LaserShip is a regional last-mile delivery company that services
the Eastern and Midwest United States. Founded in 1986, LaserShip
is based in Vienna, Virginia, and has sorting centers in New
Jersey, Ohio, North Carolina, and Florida.
LAVIE CARE CENTERS: Court to Review Validity of Claim Releases
--------------------------------------------------------------
Rick Archer of Law360.com reports that a Georgia bankruptcy judge
announced on November 14, 2024, that he will review arguments about
the validity of third-party claim releases in LaVie Care Centers'
Chapter 11 plan to determine if they are truly consensual before
allowing the restructuring to proceed.
About Lavie Care Centers
LaVie Care Centers, LLC, is the parent company of skilled nursing
facility operators and providers, with facilities primarily located
in Mississippi, North Carolina, Pennsylvania and Virginia. The
company operates 43 licensed facilities, with 4,300 beds, providing
short-term rehabilitation, comprehensive post-acute care, and
long-term care to its residents.
On June 2 and 3, 2024, LaVie Care Centers and 281 affiliates filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ga. Lead Case No. 24-55507), before Judge Paul
Baisier in Atlanta.
The Debtors tapped McDermott Will & Emery, LLP as legal counsel;
Stout Capital, LLC as investment banker; and Ankura Consulting as
financial advisor. M. Benjamin Jones, senior managing director at
Ankura, serves as the Debtors' chief restructuring officer.
Kurtzman Carson Consultants, LLC is the claims agent, and maintains
the page http://www.kccllc.com/LaVie
The U.S. Trustee for Region 21 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
Troutman Pepper Hamilton Sanders, LLP and FTI Consulting, Inc.
serve as the committee's legal counsel and financial advisor,
respectively.
Joani Latimer is the patient care ombudsman appointed in the cases.
LAXMI CAPITAL: Gets Court OK to Use Cash Collateral Until Jan. 31
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation between Laxmi Capital, LLC and the U.S.
Small Business Administration, allowing the company to use cash
collateral until Jan. 31 next year.
The company requires the use of cash collateral to pay its
operating expenses during its bankruptcy.
SBA will be provided with adequate protection in the form of
payments from the company and replacement lien on the company's
personal property to the same extent and with the same priority and
validity as its pre-bankruptcy lien.
In addition, SBA is entitled to a priority claim limited to any
diminution in value of its collateral as a result of the company's
use of cash collateral.
SBA previously authorized the company to use cash collateral
through July 31 and, thereafter, through Oct. 31 by prior
stipulations that were approved by the court.
About Laxmi Capital
Laxmi Capital, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No.
24-10503) on March 28, 2024, listing up to $50,000 in assets and up
to $10 million in liabilities. The petition was signed by Dean
Matthew, as 100% member and manager of Laxmi Capital.
Judge Martin R Barash presides over the case.
Sandford L. Frey, Esq. at Leech Tishman Fuscaldo & Lampl, Inc.
represents the Debtor as legal counsel.
LGI HOMES: Moody's Rates New $400MM Sr. Unsecured Notes 'Ba2'
-------------------------------------------------------------
Moody's Ratings assigned a Ba2 rating to LGI Homes, Inc.'s proposed
$400 million senior unsecured notes due 2032. The company's other
ratings, including its Ba2 corporate family rating, Ba2-PD
probability of default rating, Ba2 rating on existing senior
unsecured notes, SGL-2 Speculative Grade Liquidity rating, and its
stable outlook remain unchanged.
Proceeds from LGI's new note offering will be used to repay about
$395 million of its revolver borrowings, with $468 million
remaining outstanding. Pro forma for the transaction the
availability under the company's $1.2 billion revolver ($120
million of which matures in April 2025, and the remainder in April
2028) is estimated to be about $408 million, net of letters of
credit and given the borrowing base of about $2.0 billion. Moody's
expect that about half of LGI's revolver capacity will remain
unutilized over the next 12 to 18 months, providing for good
liquidity. The transaction is leverage neutral and is anticipated
to leave the company's interest coverage metrics unchanged. At
September 30, 2024, LGI's debt to book capitalization and EBIT to
interest coverage stood at 43.7% and 2.6x, respectively.
RATINGS RATIONALE
LGI's Ba2 CFR is supported by the company's: 1) good market
position, revenue scale of $2.3 billion, and broad geographic
diversification across 36 markets and 21 states; 2) track record of
strong gross margins, although currently margins are weakened by
broad utilization of incentives to facilitate first-time
homebuyers' affordability measures; 3) business model that focuses
on standardized home construction that creates production
efficiencies; and 4) focus on the entry-level home segment,
supported by favorable demographic trends and demand of millennial
buyers, significant size of first-time buyer pool, as well as
consumer preferences for affordable offerings.
However, the rating is constrained by: 1) the company's all
speculative construction strategy that can lead to high unsold home
inventory during a downturn; 2) a very long land position with
total land supply of 11 years and owned land supply of 8.6 years as
of September 30, 2024, and the associated exposure to land
impairments during periods of price declines; 3) currently weak
interest coverage metrics and debt leverage that is at the higher
end of the operating range of 35% to 45% debt to book
capitalization; 4) the risk of shareholder-friendly actions in the
form of share repurchases; and 5) vulnerability of the first-time
homebuyers to affordability pressures and the cyclicality of the
homebuilding industry and the resulting volatility in revenue and
operating results.
The stable outlook reflects Moody's expectation that over the next
12 to 18 months LGI will grow its community count and increase
revenue scale, which will contribute to earnings improvements, a
gradual deleveraging, and positive free cash flow as land spend
moderates.
LGI's SGL-2 Speculative Grade Liquidity rating reflects Moody's
view that the company will maintain good liquidity over the next 12
to 15 months, supported by positive cash flow from operations, and
about half of the revolver capacity remaining available.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be upgraded if the company meaningfully increases
its scale and improves product and geographic diversity.
Additionally, maintenance of a conservative financial policy with
respect to shareholder returns and leverage, including sustaining
debt to book capitalization below 35% could lead to an upgrade.
Strong gross margin and EBIT to interest coverage metrics, along
with very good liquidity and strong free cash flow would also be
important upgrade considerations.
The ratings could be downgraded if the company's credit metrics do
not improve, or if liquidity weakens, including due to persistent
negative cash flow generation or constrained revolver availability.
If debt to book capitalization increases toward 45%, EBIT to
interest coverage is sustained below 5.0x, gross margins decline,
or there is a deterioration in end market conditions that results
in net losses and impairments the ratings could come under
pressure. Additionally, if the company shifts to a more aggressive
financial policy with respect to shareholder friendly activities or
large scale acquisitions the ratings could be downgraded.
The principal methodology used in these ratings was Homebuilding
and Property Development published in October 2022.
LGI Homes, Inc., established in 2003 and headquartered in Houston,
Texas, builds largely starter single-family homes and operates in
138 communities in 36 markets across 21 states (as of September
2024). In the last 12 months ended September 30, 2024, the company
generated $2.3 billion in revenue and $197 million in net income.
LUCKY NUMBER: Selling Base Line Property to Naro Togap Sihombing
----------------------------------------------------------------
Lucky Number Seven, Inc., seeks approval from the U.S. Bankruptcy
Court for the Central District of California, Los Angeles Division,
to sell its property located at 188 West Base Line Street, San
Bernardino, California, known as Base Line Property to Naro Togap
Sihombing, or to a successful overbidder, for at least $290,000,
free and clear of claims, liens, encumbrances, and interests.
The Base Line Property is legally described as Lot 2, Platt Burton
Subdivision, in the City of San Bernardino, County of San
Bernardino, State of California.
The Debtor is a California corporation that was founded in 2016 and
engaged in the business of used automobile dealership conducting
both used automobile sales and repair services.
The Debtor's major assets are two commercial properties, 898 North
E Street, San Bernardino, CA 92410 and the Base Line Property. The
Debtor's other assets include automobiles, off-road vehicles and
motorcycles for used sales. The chief executive officer of Debtor
is Micaiah Barber.
The Debtor's Baseline Property is commercial property located in
San Bernardino, CA. The property is a flat land, vacant lot zones
for commercial use in a high traffic area and includes a 210 square
foot retail building. The Property is currently being used as a
used car sales lot.
The Debtor's liabilities include a first deed of trust held by
Enterprise Bank and Trust encumbering both real properties; secured
claims for tax liabilities, and has also obtained secured
pre-petition floor-plan financing agreement with NextGear Capital,
Inc. to acquire inventory for used automobile sales.
The Debtor's financial problems started on or about February, 2020
due to the COVID-19 pandemic, which caused a decline in the used
automobile sales and repair business. The Debtor has defaulted on
its loan with Enterprise on the North E Street Property.
The Debtor indicates that it would be in the best interest of the
estate to sell the Base Line Property to pay all secured liens
which include Enterprise Bank & Trust with $190,369.34, the
Internal Revenue Service with $25,732.17, the State of California
Department of Tax and Fee Administrations with $3,882.11, the City
of San Bernardino with $560.00, and the San Bernardino County Tax
Collector with $26,808.63.
The Debtor has accepted the purchase offer of the Base Line
Property from Naro Togap Sihombing with the price of $290,000 and
entered a Commercial Purchase Agreement with the following
provisions:
The purchase price shall be $290,000.00;
No financing, property will be purchased with cash;
Commissions shall be based on total purchase price;
Seller's court confirmation contingency to be removed on December
16, 2024;
Close of Escrow shall be December 20, 2024;
All other terms and condition remain the same, including but not
limited to the property will sold "as is, where is" with no
warranties or representations of any kind whatsoever.
Escrow is to close upon this Court's approval.
The Debtor employed ERA Ranch and Sea Realty as real estate broker
for its First Broker Motion and Ramona Rodriguez Mendez of Coldwell
Banker Top Team as the broker of its its Base Line Property.
The real estate broker listed the Base Line Property was listed for
sale at $290,000 and the listing was syndicated and posted with
pictures and descriptions on local Multiple Listing Service
(Commercial Sale) and major real estate related website/webpages.
The listing has generated interested buyers and the Debtor received
an offer to purchase the property.
The Base Line Property was also subject to overbid at an open
Auction to be conducted by counsel of the Debtor, who also
established the overbid procedures:
-- Any person or entity interested in the Base Line Property must
serve the Debtor's counsel with the initial bid at least 48 hours
prior tot he hearing and provide evidence of available financial
resources such as funds and/or proof of ability to finance at least
$10,000.00 over the Buyer's offer of $290,000.00.
-- Any person or entity that submits a timely overbid shall be
deemed a qualified bidder and may bid for the property at the
auction.
-- Any overbid must remain open until the conclusion of the auction
of the property.
-- The initial overbid must be at least $10,000 more than the
initial bid of $290,000.00.
-- Subsequent Overbid increments will be $5,000.00 after the
initial overbid.
-- Any successful overbidder must be able to close by the Proposed
Closing Date.
-- Any overbidder wishing to overbid on the Subject Property during
the hearing must also submit, before the time of the hearing, a
deposit for the purchase of he Subject Property in the amount of at
least $20,000.00
-- If a broker brings a prospective bidder who is ultimately the
successful bidder and to whom the sale is approved, the broker will
receive a broker's commission of 2% of the purchase price.
The Debtor has requested that the auction is set to occur
concurrently with the hearing of the motion. The Debtor also
believed that the bid procedures are appropriate parameters under
the circumstance of the case and to allow the Court to conduct the
auction in a controlled, fair, and open fashion that will encourage
participation by financially capable bidders who demonstrate the
ability to consummate a transaction.
About Lucky Number Seven, Inc.
Lucky Number Seven, Inc. owns two properties in Bernardino, CA
having a total comparable sale value of $1.07 million.
Lucky Number Seven, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
24-15263) on July 2, 2024. In the petition signed by Micaiah James
Ernest Barber, chief executive officer, the Debtor disclosed up to
$10 million in assets and up to $1 million in liabilities.
Judge Vincent P Zurzolo presides over the case.
Anthony O. Egbase, Esq., at A.O.E. Law & Associates, APC serves as
the Debtor's bankruptcy counsel.
MAGNOLIA OIL: Moody's Alters Outlook to Pos. & Rates $400M Notes B1
-------------------------------------------------------------------
Moody's Ratings changed Magnolia Oil & Gas Operating LLC's rating
outlook to positive from stable. Concurrently, Moody's assigned a
B1 rating to Magnolia's proposed $400 million backed senior
unsecured global notes due 2032. Moody's affirmed Magnolia's other
ratings, including its Ba3 Corporate Family Rating, Ba3-PD
Probability of Default Rating, and B1 backed senior unsecured
global notes rating. The Speculative Grade Liquidity Rating (SGL)
remains unchanged at SGL-1.
The proceeds of the proposed senior unsecured notes will be used to
refinance the company's $400 million senior unsecured notes
maturing in August 2026.
"The positive outlook reflects Magnolia's increasing scale at
competitive returns on investment and continued track record of
consistent free cash flow generation," said Thomas Le Guay, a
Moody's Ratings Vice President. " Moody's expect the company to
continue to grow into 2025, while maintaining prudent financial
policies."
RATINGS RATIONALE
Magnolia's Ba3 CFR reflects its resilient low cost production, low
absolute level of debt and commitment to prudent financial policies
and free cash flow generation. Continued production growth in the
reemerging Giddings Field through a mix of organic growth and
bolt-on acquisitions, while demonstrating strong capital
efficiency, have increased Magnolia's scale and confirmed its
position as a leading driller and consolidator in Giddings. Moody's
expect dividends to grow in line with cash flow growth, while
remaining sustainable through cycles.
The Ba3 CFR also reflects Magnolia's still relatively small scale
and short reserve life compared to similarly and higher rated
peers. Magnolia does not hedge its production and is fully exposed
to a weakening in oil prices. However, the company would still
generate positive free cash flow at much lower commodity prices,
thanks to its prudent financial policies.
The positive outlook reflects Moody's expectation that Magnolia
will continue to grow production into 2025 while generating strong
free cash flow and maintaining strong credit metrics.
Magnolia has very good liquidity, reflected in its SGL-1 rating.
The liquidity position is supported by a sizable cash position of
$276 million at September 30, 2024 and full availability under its
senior secured reserve-based revolving credit facility that matures
in February 2026 and is in the process of being extended to 2029.
Magnolia's liquidity is further supported by its continued track
record of consistent free cash flow generation that remained
resilient during the stressed oil and natural gas liquid prices in
2020, and the expectation that the company will not rely on
external funding to support operations, resource development, or
distributions to shareholders. Magnolia's revolving facility
provides for a borrowing base of $800 million and committed
capacity of $450 million. The facility has financial covenants,
including debt/EBITDA below 3.5x and current ratio above 1.0x.
Moody's expect the company to maintain ample headroom under the
covenants through 2025.
Magnolia's new and existing $400 million senior unsecured notes are
rated B1, one notch below the Ba3 CFR, reflecting the effective
subordination of the senior unsecured notes relative to the $450
million senior secured revolving credit facility.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Magnolia's Ba3 CFR may be upgraded if the company substantially
grows production and its proved developed reserves at competitive
returns on investment while maintaining a strong financial profile.
To support an upgrade, the company should maintain a leveraged full
cycle ratio (LCFR) above 2x. The ratings may be downgraded if there
is a substantial increase in leverage to fund acquisitions or
shareholder returns or if the company experiences a meaningful
decline in production. A downgrade could occur if RCF/ debt falls
below 50% or LFCR approaches 1x.
Magnolia Oil & Gas Corp. is a publicly listed independent oil and
gas producer in the Eagle Ford Shale and Austin Chalk Oil & Gas
formations in South Texas. It was formed in July 2018 through the
acquisition of Eagle Ford assets from EnerVest, Ltd. in the Karnes
County and the Giddings Area in South Texas. The company owns more
than 600,000 net acres with production averaging 91 Mboe/d in the
third quarter of 2024 (43% oil). Magnolia Oil & Gas Operating LLC
(Magnolia) is the operating holding company, 97% owned and
controlled by publicly listed holding company Magnolia Oil & Gas
Corp., with a 3% passive stake in the operating company held by
non-controlling interests.
The principal methodology used in these ratings was Independent
Exploration and Production published in December 2022.
MARINUS PHARMACEUTICALS: The Vanguard Group Holds 5.08% Stake
-------------------------------------------------------------
The Vanguard Group disclosed in a Schedule 13G/A Report filed with
the U.S. Securities and Exchange Commission that as of September
30, 2024, it beneficially owned 2,802,965 shares of Marinus
Pharmaceuticals, Inc.'s Common Stock, representing 5.08% of the
shares outstanding.
A full-text copy of Vanguard Group's SEC Report is available at:
https://tinyurl.com/2rm52jfz
About Marinus Pharmaceuticals
arinus Pharmaceuticals, Inc. -- 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.
MAWSON INFRASTRUCTURE: Rahul Mewawalla Holds 16.6% Equity Stake
---------------------------------------------------------------
Rahul Mewawalla disclosed in a Schedule 13D/A Report filed with the
U.S. Securities and Exchange Commission that as of November 2,
2024, he beneficially owned 3,308,892 shares of Mawson
Infrastructure Group Inc.'s common stock, representing 16.6% of the
18,553,603 shares of Common Stock, par value $0.001 per share, of
Mawson outstanding as set forth in its quarterly report on Form
10-Q filed with the Securities and Exchange Commission on August
19, 2024.
On July 1, 2024, the Mr. Mewawalla was issued and vested 1,801,153
restricted stock units, and the Mr. Mewawalla received 1,035,120
shares of Common Stock on that date after settlement of the
restricted stock units and 766,033 shares of Common Stock were
withheld for taxes.
On November 21, 2023, the Mr. Mewawalla was granted stock options
to purchase 1,750,000 shares of Common Stock vesting in different
tranches based on the average market price of a share of Common
Stock exceeding a specified target for at least thirty days,
provided however, that if such condition was satisfied prior to
January 1, 2025, the options that would vest as a result of such
condition being satisfied would not vest until January 1, 2025. The
conditions to vesting for 1,400,000 of the shares of Common Stock
underlying the stock options have been satisfied and stock options
to purchase 1,400,000 shares of Common Stock will vest on January
1, 2025.
On September 5, 2024, the Mr. Mewawalla was granted 2,500,000
Restricted Stock Units, of which 833,333 will vest and settle on
May 22, 2025, 833,333 will vest and settle on September 23, 2025,
and 833,334 will vest and settle on March 31, 2026.
A full-text copy of Mr. Mewawalla's SEC Report is available at:
https://tinyurl.com/bp6brs34
About Mawson
Headquartered in Midland, Pennsylvania, Mawson Infrastructure Group
Inc. is a digital infrastructure company. The Company has three
primary businesses -- digital currency mining, co-location and
related services, and energy markets. The Company develops and
operates digital infrastructure for digital currency, such as
bitcoin, mining activities on the Bitcoin blockchain network. The
Company also provides digital infrastructure services for its
co-location services customers that use computational machines to
mine bitcoin through its data centers and the Company charges for
the use of its digital infrastructure and related services. The
Company also has an energy markets program through which it can
receive net energy benefits in exchange for curtailing the power it
utilizes from the grid in response to instances of high electricity
demand. As of March 29, 2024, the Company operates two data center
facilities in Pennsylvania, USA.
Boston, Massachusetts-based Wolf & Company, P.C., the Company's
auditor since 2023, issued a "going concern" qualification in its
report dated March 29, 2024, citing that the Company has incurred
net losses since its inception, and had negative working capital
and will need additional funding to continue operations. This
raises substantial doubt about the Company's ability to continue as
a going concern.
For the year ended December 31, 2023, Mawson incurred a loss after
tax of $58.55 million. As of June 30, 2024, Mawson had $65,625,213
in total assets, $61,221,009 in total liabilities, and $4,404,204
in total stockholders' equity.
MCR HEALTH INC: Seeks Chapter 11 Bankruptcy with $14.4-Mil. Debt
----------------------------------------------------------------
Christina Georgacopoulos of Tampa Bay Business Journal reports that
MCR Health Inc. files Chapter 11 protection.
MCR Health Inc. may shut down some of its more than two dozen
medical facilities in the region as it reassesses its
underperforming practices during its Chapter 11 bankruptcy process,
according to the report.
The Bradenton-based nonprofit health care provider filed for
bankruptcy on November 11, reporting approximately $14.4 million in
debt, according to documents filed in the Middle District of
Florida bankruptcy court, the report relates. MCR, one of the
largest nonprofits in the Tampa Bay area, owes around $12 million
in loans and $2.4 million to unsecured creditors.
The bankruptcy stems from several factors, including significant
damage caused by Hurricanes Helene and Milton at one of its larger
offices, which led to disruptions. According to MCR's attorney,
Steven Berman of Shumaker, operations from that office have been
consolidated into nearby facilities, the report says.
Another contributing factor was an abrupt change in reimbursement
rates for behavioral health services, which nearly halved MCR's
revenue without prior notice, the report adds. However, Berman
noted that MCR is working on reversing this rate change.
As part of its focus on cost reduction, MCR is evaluating its
medical practices to identify ways to boost revenue and reduce
expenses. This may include adjusting services to better align with
operating costs.
MCR also faces above-market rent on some of its 24 leased
properties, and some leases may be renegotiated or rejected.
Specific locations affected by this are not yet known.
At the time of the filing, MCR reported $158.9 million in revenue
for the year. In 2023, it posted $173 million in revenue and served
over 100,000 patients, about 50% of whom live at or below the
poverty level.
MCR operates 14 pharmacies and 31 facilities and employs 912
people, including 322 healthcare providers, in the greater Tampa
Bay area. In 2023, it was ranked the 12th-largest nonprofit in the
region.
About MCR Health Inc.
MCR Health Inc. is a Bradenton-based nonprofit health care
provider.
MCR Health Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 24-06604) on
November 8, 2024. In the petition filed by Mary Ruiz, as Board
Chair, the Debtor reports estimated assets and liabilities between
$10 million and $50 million each.
Honorable Bankruptcy Judge Roberta A. Colton handles the case.
The Debtor is represented by:
Steven M. Berman, Esq.
SHUMAKER, LOOP & KENDRICK, LLP
101 E. Kennedy Blvd., Suite 2800
Tampa, FL 33602
Tel: (813) 229-7600
Email: sberman@shumaker.com
MDC HOLDINGS: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable
---------------------------------------------------------------
Moody's Ratings has affirmed M.D.C. Holdings, Inc.'s Ba1 corporate
family rating, Ba1-PD probability of default rating and Ba1 senior
unsecured notes ratings. The rating outlook remains stable.
"The affirmation of M.D.C.'s Ba1 ratings reflects Moody's
expectation that the company will continue to maintain a prudent
leverage profile over the next 12 to 18 months, with debt-to-book
capitalization below 35%, while still investing in land and land
development to support future growth," said Moody's Ratings Vice
President-Senior Analyst Griselda Bisono.
RATINGS RATIONALE
M.D.C.'s Ba1 CFR is supported by its conservative financial policy,
with no joint ventures or off-balance sheet recourse obligations,
and modest leverage levels. In addition, the company's low land
supply reduces the risk of land impairments. M.D.C. has a diverse
geographic footprint with a focus on expanding affordable product
offerings, a category experiencing healthier demand as consumer
affordability remains constrained.
Uncertainty remains with respect to any changes to M.D.C.'s future
business and financial strategy, including its long-term leverage
target, dividend policy and capital allocation plan, following its
acquisition by Sekisui House, Ltd. (Sekisui House) in April 2024.
M.D.C.'s exposure to the broader affordability pressures affecting
the housing sector has resulted in weaker pricing power and a
reliance on incentives to maintain sales volume. Moody's therefore,
expect M.D.C's gross margin will remain compressed into 2025 at
around 19.5%, but should not erode further. Other constraining
credit factors include the cyclicality of the homebuilding
industry, which can lead to protracted revenue declines in a
downturn.
Moody's expect M.D.C. to maintain good liquidity over the next 12
to 18 months, despite Moody's forecast of about $330 million of
negative free cash flow in 2025 due to land investment, thanks to
its sizeable cash position. In addition to close to $1 billion of
unrestricted cash as of September 30, 2024, the company had nearly
full availability on its $1.125 billion senior unsecured revolver
due December 2025.
The stable outlook reflects Moody's expectation that M.D.C. will
grow organically within its existing markets while minimizing gross
margin erosion and maintaining a conservative capital structure.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if M.D.C. demonstrates maintenance of
strong credit metrics, including homebuilding debt to book
capitalization below 35% and EBIT interest coverage in the high
single digits on a sustained basis. An upgrade would also require
maintenance of very good liquidity, including consistent positive
free cash flow generation, and maintaining a conservative financial
policy. Finally, an upgrade would require a meaningful increase in
scale and further diversification of its product offering.
The ratings could be downgraded if M.D.C. shifts to a more
aggressive financial policy or if operating results decline such
that debt to book capitalization approaches 45%, EBIT interest
coverage declines below 5x or liquidity weakens.
The principal methodology used in these ratings was Homebuilding
and Property Development published in October 2022.
M.D.C. was taken private in April 2024 and delisted from the NYSE.
The company is now an operating subsidiary of Sekisui House, a
Japanese home developer. Founded in 1972 and headquartered in
Denver, CO, M.D.C. Holdings, Inc. is a mid-sized national
homebuilder that builds and sells primarily single family detached
homes to first time and first time move up buyers under the name
"Richmond American Homes". The company generated about $5.4 billion
in revenue for the twelve-month period ended September 30, 2024.
MEDLINE BORROWER: S&P Alters Outlook to Positive, Affirms 'B+' ICR
------------------------------------------------------------------
S&P Global Ratings revised the outlook to positive from stable and
are affirmed all its ratings, including the 'B+' issuer credit
rating on Medline Borrower L.P.
The positive outlook reflects S&P's expectation that revenue growth
will remain strong over the next 12 months and that leverage will
continue to decline well below its 6.5x upgrade threshold.
S&P said, "Medline Borrower L.P.'s revenue growth has exceeded our
expectations and is expected to remain strong over the next few
years. We expect Medline's revenue will grow by roughly 10% in
2024, mainly driven by new prime vendor wins and high volume across
its end markets. We also expect that revenue growth will remain in
the high-single-digit percent area in 2025 and 2026 as new prime
vendor wins more than offset an expected normalization in patient
volumes. Medline has demonstrated that it can take share from its
competitors by offering its branded products at a lower price
point, and we expect this trend to continue over the next few
years. In addition, we expect the company to supplement its organic
revenue growth with tuck-in acquisitions, mainly funded with free
cash flow.
"The company's leverage has declined well below our 6.5x upgrade
threshold, and could decline further in 2025. We expect leverage
will decline to about 5.3x at the end of 2024, from 6.7x in 2023,
and below 5x in 2025. Medline's profitability has increased
significantly over the past few years as the company shifted more
of its sales toward its branded products portfolio. The strong
revenue growth and improved profitability has led to substantial
free cash flow growth. In addition, the company completed its
change of control payments in 2023, which will provide an
incremental $500 million of cash flow in 2024 and beyond. We expect
that Medline's growth and cash flow will give the company the
capacity to significantly reduce leverage over the next few years.
"Further deleveraging will be dependent on the company's financial
policy. While the company will have the capacity to significantly
reduce leverage, its financial policy will be determined by its
private equity ownership. Typically, we expect financial sponsors
to be aggressive and prioritize maximizing returns, including
dividends, over deleveraging. The company has not committed to
maintaining a lower level of leverage, and we think the risk of a
re-leveraging event such as a debt-financed dividend remains high.
However, if the company demonstrates a track record of maintaining
lower leverage and the business continues to execute with strong
growth and improving profitability, we could potentially raise the
rating even without a commitment to a more conservative financial
policy."
Medline Borrower L.P. is one of the leading medical distribution
companies in the U.S., and its growing medical supply manufacturing
arm provides a competitive advantage. The acute-care distribution
industry is dominated by Medline, Cardinal Health, and Owens &
Minor. The outpatient subsector is dominated by McKesson, Henry
Schien, and Medline. S&P believes demand from customers (hospitals,
post-acute-care providers, physician offices, and outpatient
facilities) will remain solid across both subsectors.
Medline's large manufacturing and sourcing capabilities provide a
significant competitive advantage in the medical distribution
business because it can offer lower-cost private-label products.
S&P also believes the branded products segment is contributing to
market share gains. The third-party distribution business also
provides insights into customer preferences for medical supplies,
which can often be replaced with branded products. Still, both
segments compete with other sizable companies, particularly
Cardinal Health and Owens & Minor, that are also looking to improve
their respective market positions.
S&P said, "The positive outlook reflects our expectation that
revenue growth will remain strong over the next 12 months and that
leverage will continue to decline well below our 6.5x upgrade
threshold.
"We could revise the outlook back to stable if revenue growth
slowed or if we believed the company would pursue a re-leveraging
transaction that would increase leverage back above 6.5x."
S&P could upgrade the company if:
-- There were a sufficient track record of operating with leverage
below 6.5x or the company commited to maintaining leverage at this
level; or
-- Revenue growth remained strong and S&P believed the company's
competitive position were strengthening.
S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of Medline Borrower
L.P. Our assessment of the company's financial risk profile as
highly leveraged reflects corporate decision-making that
prioritizes the interests of the controlling owners, in line with
our view of the majority of rated entities owned by private-equity
sponsors. Our assessment also reflects the generally finite holding
periods and a focus on maximizing shareholder returns."
MIMS AND SON: Hires INI Realty Inc. as Real Estate Broker
---------------------------------------------------------
Mims and Son Construction, LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ INI
Realty, Inc. as real estate broker.
The firm will market and sell real property of the Debtor located
at 139 Webb St., St. Augustine, FL.
INI Realty, Inc. will be paid a commission to 5 percent of the
sales price.
Michele Taylor, a partner at INI 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:
Michele Taylor
INI Realty, Inc.
3603 Cardinal Point Dr.
Jacksonville, FL 32257
Tel: (904) 394-7125
About Mims and Son Construction, LLC
Mims and Son Construction, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. M.D. Fla. Case No. 24-02800) on Sept. 13, 2024,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by LAW OFFICES OF MICKER & MICKLER, LLP.
MINERALS TECHNOLOGIES: Moody's Rates New Secured Loans 'Ba1'
------------------------------------------------------------
Moody's Ratings affirmed Minerals Technologies Inc.'s ratings
including its Ba2 Corporate Family Rating, Ba2-PD Probability of
Default Rating, and the Ba3 rating on its senior unsecured notes.
Moody's also assigned Ba1 ratings to its new senior secured bank
credit facilities, including a new $575 million senior secured term
loan B and an amended and extended $400 million senior secured
revolving credit facility. The Speculative Grade Liquidity Rating
(SGL) is unchanged at SGL-2. The rating outlook remains stable.
RATINGS RATIONALE
Proceeds from Minerals Technologies' new senior secured term loan B
issuance will be used to refinance its existing senior secured term
loan A, along with paying down revolver borrowings. The company is
also upsizing its senior secured revolving credit facility to $400
million from $300 million and extending the maturity from 2027 to
2029.
Minerals Technologies' Ba2 corporate family rating reflects its
moderate leverage, ample interest coverage, leading position in
multiple end markets, broad customer and geographic
diversification, backward integration with ownership of long-lived
mines that produce key raw materials, consistent free cash flow
generation and strong liquidity. The rating also benefits from the
company's technical expertise and its consistent new product
development.
The credit profile is constrained by the company's moderate scale
and its reliance on a few product lines for the majority of cash
flow as well as its significant exposure to cyclical end markets,
including paper, packaging, steel and construction. It also
considers the company's focus on both organic and acquisitive
growth which has periodically led to debt financed acquisitions and
higher leverage. Risks related to the Barretts Minerals talc
litigation and potential future settlement payments also constrain
the rating.
Moody's expects its adjusted EBITDA of around $400-420 million in
2024 and 2025, along with strong free cash flow generation. The
company plans to use about half of its free cash flow on
shareholder returns including about $14 million for dividends and
repurchases of shares. The other half will be used to bolster its
cash balance to fund future acquisitions or potential legal
settlements. Moody's expect credit metrics to remain strong for the
rating, although the rating also incorporates the risk of debt
financed acquisitions or potential required payments to resolve the
Barretts Minerals talc litigation.
Barretts Minerals Inc. ("BMI") was designated as an unrestricted
subsidiary of Minerals Technologies and filed voluntary petitions
for relief under Chapter 11 of the US Bankruptcy Code in October
2023 to resolve its liabilities associated with talc. During 2Q
2024, BMI sold its talc assets under section 363 of the US
Bankruptcy Code and used the proceeds to fund the Chapter 11 cases.
Additionally, Minerals Technologies has entered into a $30 million
Debtor-in-Possession credit agreement with BMI to provide
additional funds for the Chapter 11 process. BMI's goal is to
confirm a plan of reorganization under Section 524(g) of the US
Bankruptcy Code and establish a trust to address current and future
talc-related claims. This process could cap talc related
liabilities, but its outcome is uncertain and the bankruptcy
process will divert management's attention and could still
potentially result in sizeable settlement payments by Minerals
Technologies.
The company's Speculative Grade Liquidity Rating of SGL-2 reflects
its strong liquidity profile. As of September 2024, the company had
cash and short-term investments of $325 million and $231 million of
revolver availability, net of $9 million of outstanding letters of
credit and $60 million of borrowings, implying total liquidity of
$556 million. Proforma for the revolver upsizing to $400 million
and paydown of outstanding borrowings, total liquidity would
increase to $704 million. The credit agreement and the indenture
for the senior notes contain financial covenants including a
maximum net leverage ratio of 4.0x. Moody's expect the company to
easily remain in compliance over the next 12 months.
Minerals Technologies' proforma debt capital structure is comprised
of a $400 million senior secured revolving credit facility due
2029, a $575 million senior secured term loan due 2031, and $400
million in senior unsecured notes maturing in 2028. The Ba1 rating
on the senior secured credit facilities, which is one notch above
the CFR, reflects their relative position in the capital structure
compared to the senior unsecured notes which are rated Ba3, one
notch below the CFR. The credit facilities have a first priority
lien on substantially all assets of domestic subsidiaries and a
stock pledge from foreign subsidiaries. The notes are guaranteed on
a senior unsecured basis by all domestic subsidiaries of the
company.
Marketing terms for the new credit facilities (final terms may
differ materially) include the following: Incremental pari passu
debt capacity up to the greater of $415 million and 100% of LTM
consolidated EBITDA, plus unlimited amounts subject to a maximum
net first lien leverage ratio of 3.5x. There is an inside maturity
sublimit up to the greater of $415 million and 100% of LTM
consolidated EBITDA. The credit agreement is expected to include
"Chewy" and "J. Crew " provisions. Amounts up to the greater of
$700 million and 150% of LTM consolidated EBITDA may be used for
certain indebtedness and investments in non-loan parties and
unrestricted subsidiaries. The credit agreement is expected to
provide some limitations on up-tiering transactions, requiring
affected lender consent for amendments that subordinate the debt
and/or liens unless such lenders can ratably participate in such
priming debt.
The stable outlook reflects Moody's expectation the company will
sustain credit metrics appropriate for the rating and maintain a
strong liquidity profile.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Minerals Technologies' ratings could be upgraded if its adjusted
leverage is sustained below 3.0x, retained cash flow is sustained
above 25% of outstanding debt and the Barretts Minerals talc
litigation is resolved without materially impacting the company's
credit profile.
The company's ratings could be considered for a downgrade if its
leverage ratio is sustained above 4.0x, retained cash flow below
15% of outstanding debt, or there is a material deterioration in
its liquidity profile.
Minerals Technologies Inc., headquartered in New York, New York, is
a specialty minerals company that develops, produces, and markets a
broad range of mineral and mineral-based products, related systems
and services. The company serves a wide range of consumer and
industrial markets, including household and personal care, paper
and packaging, food and pharmaceutical, automotive, construction,
steel and foundry, environmental, and infrastructure. The Consumer
& Specialties segment (54% of LTM revenue) serves consumer end
markets with mineral-to-market finished products and also provides
specialty mineral-based solutions and technologies that are an
essential component of finished products. The Engineered Solutions
segment (46% of LTM revenue) serves industrial end markets with
engineered systems, mineral blends, and technologies that are
designed to improve manufacturing processes and projects.
The principal methodology used in these ratings was Chemicals
published in October 2023.
MOLINA HEALTHCARE: Moody's Rates New Senior Unsecured Debt 'Ba2'
----------------------------------------------------------------
Moody's Ratings has assigned a Ba2 rating to the new issuance of
senior unsecured debt of Molina Healthcare, Inc. (Molina, NYSE:
MOH). Moody's anticipate the issuance, a private placement, to
total $500 million and mature in 2033. The purpose is for general
corporate purposes and could include, among other things,
acquisitions, repayment of indebtedness and share repurchase. The
rating outlook for Molina remains unchanged at stable.
RATINGS RATIONALE
Moody's have assigned a Ba2 rating to the new issuance, in line
with Molina's current ratings. Moody's upgraded Molina to Ba2 from
Ba3 in March 2024 and the company has continued to perform well.
Moody's note that Molina has had low leverage (including Moody's
adjustments) relative to its publicly traded, investment grade
peers, which will remain the case even with this issuance. As of Q3
2024, Molina's debt/capital was 35.8% and debt/EBITDA of 1.4x.
Assuming the new issuance totals $500 million, on a proforma basis,
debt/capital would be 39.8% and debt/EBITDA would be 1.6x, very
strong relative to its rating and to its peers.
The rating also reflects Molina's consistent profitability and
strong EBITDA coverage of interest. Leverage, profitability and
EBITDA coverage are all operating within investment grade
parameters. Moody's also noted that the company's growth strategy,
initiated in 2019 and encompassing nine acquisitions to date, has
enhanced its geographic diversification as it now operates in 21
states versus 14 states before.
While the company is performing at a high level, there remain
constraints on the rating. Molina remains concentrated in Medicaid,
which comprised 88% of its membership and 79% of premium revenue
year-to-date as of Q3 2024. In addition, Molina, with 5.6 million
members and $30 billion in revenue year-to-date, is small relative
to its higher rated peers. Another constraint is Molina's low level
of risk-based capital, which was 170% on a company action level
basis at year-end 2023. While its RBC ratios are well above
regulatory requirements, it is far below its higher rated peers.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Factors that could lead to a rating upgrade include: (i) improved
diversification beyond the company's concentration in Medicaid and
(ii) adjusted debt-to-capital sustained below 40% with a well
laddered debt structure, and adjusted debt/EBITDA sustained below
1.5x; (iii) maintaining Moody's adjusted EBITDA margin above 5%
along with consistent margins in all segments; (iv) The RBC ratio
on company action level (CAL) basis sustained above 175%.
Factors that could lead to a rating downgrade include: (i) a
material decline in profitability, with Moody's adjusted EBITDA
margin below 4.0%; (ii) debt-to-capital sustained above 45% and
debt/EBITDA sustained above 2.5x; (iii) persistent membership
declines or the unexpected loss(es) of significant Medicaid
contracts; (iv) The RBC ratio on a CAL basis sustained below 140%.
The principal methodology used in this rating was US Health
Insurers published in February 2024.
NCL CORP: Moody's Upgrades CFR to B1 & Alters Outlook to Positive
-----------------------------------------------------------------
Moody's Ratings upgraded its ratings assigned to NCL Corporation
Ltd. (NCL); corporate family rating to B1 from B2, probability of
default rating to B1-PD from B2-PD, senior secured ratings to Ba3
from B1, and senior unsecured ratings to B3 from Caa1. Moody's also
upgraded the backed senior unsecured rating assigned to the notes
issued by NCL Finance, Ltd. (Finance Co.) to B3 from Caa1. Moody's
also upgraded the speculative grade liquidity rating (SGL) to SGL-2
from SGL-3 and changed the rating outlook on NCL and Finance Co. to
positive from stable.
The upgrade of the CFR and positive outlook reflect the advances in
the company's financial performance in 2024, which Moody's believe
will be durable. Moody's expect EBITDA margin to reach 35%
(calculated on a net revenue basis) for 2024, and modestly increase
annually through 2026, compared to 2023's EBITDA margin of 29.6%.
Debt will decline by about $1.0 billion in 2024, funded mainly from
about $750 million of free cash flow, taking debt/EBITDA below 6.0x
at the end of the year. The pace of deleveraging will then slow
through 2026 while the company invests $4.7 billion in new ships.
Nonetheless Moody's Moody's project debt/EBITDA to decline below
5.0x in 2026. The rating upgrade and positive outlook also reflect
Moody's confidence that demand for cruising will continue its
growth, supporting ongoing expansion in NCL's passenger volumes,
yields and earnings, which will strengthen its business profile and
financial results.
RATINGS RATIONALE
The B1 CFR reflects the company's solid business profile balanced
by still high albeit declining financial leverage compared to
before the coronavirus pandemic. The company's brands, Norwegian
Cruise Line, Oceania Cruises and Regent Seven Seas Cruises are
well-known and will continue to support growth in the customer base
as aggregate demand for cruise vacations increases in upcoming
years. Moody's project debt/EBITDA near 5.7x at the end of 2024 and
falling below 5.0x by the end of 2026, which compare to 3.7x at the
end of 2019. Moody's expect operating margin and operating cash
flow expansion as the company executes its three-year, Charting the
Course strategic program through 2026. The company will introduce
larger vessels with more amenities into the fleet, promoting higher
returns on invested capital. NCL will seek to increase customers'
spending on board and on shoreside amenities like its Great Stirrup
Cay and Harvest Caye properties to promote expansion in yields
while seeking to limit growth in costs to below that of inflation,
mainly through efficiency programs.
Risks include cost inflation, including for fuel, demand's exposure
to economic cycles, customers' competing options for land-based
vacations and the industry maintaining capacity discipline in key
markets.
Moody's expect NCL to maintain good liquidity. Cash will have a
floor of $150 million and the $1.2 billion revolving credit
facility will remain mostly undrawn, although NCL will modestly use
it from time to time to bridge commitments and cash inflows.
Moody's expect around $750 million of free cash flow in 2024, but
negative free cash flow of around $400 million and around $200
million in 2025 and 2026, respectively. Deliveries of new ships in
these years will weigh on free cash flow generation. Nonetheless,
Moody's project annual operating cash flow to reach $2.5 billion in
2025 and $2.8 billion in 2026, more than covering annual
amortization of the company's various vessel financings. All new
vessels will be funded with Export Credit Agency (ECA) guarantees,
typically arranged at the time of placing an order, which mitigates
financing risk.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if Moody's expect debt/EBITDA to be
sustained below 5x and EBITA/interest expense to be sustained above
2.5x. Ratings could be downgraded if EBITDA materially declines,
leading to debt/EBITDA being sustained above 6.5x. EBITA/interest
approaching 1.5x could also lead to a ratings downgrade.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
NCL Corporation Ltd., headquartered in Miami, FL, is a wholly owned
subsidiary of Norwegian Cruise Line Holdings Ltd. Norwegian
operates 32 cruise ships with approximately 66,000 berths under
three brand names; Norwegian Cruise Line, Oceania Cruises and
Regent Seven Seas Cruises. Gross revenue was around $9.4 billion
and net revenue around $6.8 billion for the twelve months ended
September 30, 2024.
NEXTCAR HOLDING: Horizon Tech Marks $2.3MM Loan at 45% Off
----------------------------------------------------------
Horizon Technology Finance Corporation has marked its $2,363,000
loan extended to NextCar Holding Company, Inc to market at
$1,303,000 or 55% of the outstanding amount, according to a
disclosure contained in Horizon Tech's Form 10-Q for the quarterly
period ended September 30, 2024, filed with the Securities and
Exchange Commission.
Horizon Tech is a participant in a Term Loan to NextCar Holding
Company, Inc. The Loan accrues interest at a rate of 14.25%
(Prime+5.75%, 9% floor) per annum. The loan is scheduled to mature
on October 31, 2023.
Horizon Tech, said the loan is on non-accrual status as of
September 30, 2024.
Horizon Tech was organized as a Delaware corporation on March 16,
2010 and is an externally managed, non-diversified, closed-end
investment company. Horizon Technology Finance Corporation has
elected to be regulated as a business development company under the
1940 Act. In addition, for tax purposes, has elected to be treated
as a regulated investment company as defined under Subchapter M of
the Internal Revenue Code of 1986, as amended.
Horizon Tech is led by Robert D. Pomeroy, Jr., Chief Executive
Officer and Chairman of the Board; and Daniel R. Trolio, Chief
Financial Officer. The fund can be reach through:
Robert D. Pomeroy, Jr.
Horizon Technology Finance Corporation
312 Farmington Avenue
Farmington, CT, 06032
Telephone: (860) 676 8654
NextCar Holding Company, Inc is a Santa Monica-based company that
specializes in offering short-term vehicle subscriptions. It
acquired the Autonomy.com domain name and related intellectual
property from Micro Focus International in England on undisclosed
terms.
NEXTCAR HOLDING: Horizon Tech Marks $3.5MM Loan at 45% Off
----------------------------------------------------------
Horizon Technology Finance Corporation has marked its $3, 545,000
loan extended to NextCar Holding Company, Inc to market at
$1,953,000 or 55% of the outstanding amount, according to a
disclosure contained in Horizon Tech's Form 10-Q for the quarterly
period ended September 30, 2024, filed with the Securities and
Exchange Commission.
Horizon Tech is a participant in a Term Loan to NextCar Holding
Company, Inc. The Loan accrues interest at a rate of 14.25%
(Prime+5.75%, 9% floor) per annum. The loan is scheduled to mature
on October 31, 2023.
Horizon Tech, said the loan is on non-accrual status as of
September 30, 2024.
Horizon Tech was organized as a Delaware corporation on March 16,
2010 and is an externally managed, non-diversified, closed-end
investment company. Horizon Technology Finance Corporation has
elected to be regulated as a business development company under the
1940 Act. In addition, for tax purposes, has elected to be treated
as a regulated investment company as defined under Subchapter M of
the Internal Revenue Code of 1986, as amended.
Horizon Tech is led by Robert D. Pomeroy, Jr., Chief Executive
Officer and Chairman of the Board; and Daniel R. Trolio, Chief
Financial Officer. The fund can be reach through:
Robert D. Pomeroy, Jr.
Horizon Technology Finance Corporation
312 Farmington Avenue
Farmington, CT, 06032
Telephone: (860) 676 8654
NextCar Holding Company, Inc is a Santa Monica-based company that
specializes in offering short-term vehicle subscriptions. It
acquired the Autonomy.com domain name and related intellectual
property from Micro Focus International in England on undisclosed
terms.
NEXTCAR HOLDING: Horizon Tech Marks $5.9MM Loan at 45% Off
----------------------------------------------------------
Horizon Technology Finance Corporation has marked its $5, 908,000
loan extended to NextCar Holding Company, Inc to market at
$3,256,000 or 55% of the outstanding amount, according to a
disclosure contained in Horizon Tech's Form 10-Q for the quarterly
period ended September 30, 2024, filed with the Securities and
Exchange Commission.
Horizon Tech is a participant in a Term Loan to NextCar Holding
Company, Inc. The Loan accrues interest at a rate of 14.25%
(Prime+5.75%, 9% floor) per annum. The loan is scheduled to mature
on October 31, 2023.
Horizon Tech, said the loan is on non-accrual status as of
September 30, 2024.
Horizon Tech was organized as a Delaware corporation on March 16,
2010 and is an externally managed, non-diversified, closed-end
investment company. Horizon Technology Finance Corporation has
elected to be regulated as a business development company under the
1940 Act. In addition, for tax purposes, has elected to be treated
as a regulated investment company as defined under Subchapter M of
the Internal Revenue Code of 1986, as amended.
Horizon Tech is led by Robert D. Pomeroy, Jr., Chief Executive
Officer and Chairman of the Board; and Daniel R. Trolio, Chief
Financial Officer. The fund can be reach through:
Robert D. Pomeroy, Jr.
Horizon Technology Finance Corporation
312 Farmington Avenue
Farmington, CT, 06032
Telephone: (860) 676 8654
NextCar Holding Company, Inc is a Santa Monica-based company that
specializes in offering short-term vehicle subscriptions. It
acquired the Autonomy.com domain name and related intellectual
property from Micro Focus International in England on undisclosed
terms.
NEXTCAR HOLDING: Horizon Tech Marks $5.9MM Loan at 45% Off
----------------------------------------------------------
Horizon Technology Finance Corporation has marked its $5,908,000
loan extended to NextCar Holding Company, Inc to market at
$3,255,000 or 55% of the outstanding amount, according to a
disclosure contained in Horizon Tech's Form 10-Q for the quarterly
period ended September 30, 2024, filed with the Securities and
Exchange Commission.
Horizon Tech is a participant in a Term Loan to NextCar Holding
Company, Inc. The Loan accrues interest at a rate of 14.25%
(Prime+5.75%, 9% floor) per annum. The loan is scheduled to mature
on October 31, 2023.
Horizon Tech, said the loan is on non-accrual status as of
September 30, 2024.
Horizon Tech was organized as a Delaware corporation on March 16,
2010 and is an externally managed, non-diversified, closed-end
investment company. Horizon Technology Finance Corporation has
elected to be regulated as a business development company under the
1940 Act. In addition, for tax purposes, has elected to be treated
as a regulated investment company as defined under Subchapter M of
the Internal Revenue Code of 1986, as amended.
Horizon Tech is led by Robert D. Pomeroy, Jr., Chief Executive
Officer and Chairman of the Board; and Daniel R. Trolio, Chief
Financial Officer. The fund can be reach through:
Robert D. Pomeroy, Jr.
Horizon Technology Finance Corporation
312 Farmington Avenue
Farmington, CT, 06032
Telephone: (860) 676 8654
NextCar Holding Company, Inc is a Santa Monica-based company that
specializes in offering short-term vehicle subscriptions. It
acquired the Autonomy.com domain name and related intellectual
property from Micro Focus International in England on undisclosed
terms.
NJ CITY UNIVERSITY: Fitch Alters Outlook on 'BB+' IDR to Stable
---------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook on the Issuer Default
Rating (IDR) and bond rating for New Jersey City University (NJCU)
to Stable from Negative. Fitch has also affirmed the 'BB+' IDR and
bond rating on approximately $136 million of outstanding par (FYE
2023) New Jersey Educational Facilities Authority (NJEFA) bonds,
series 2007F, 2010G, 2015A, 2016D, 2021A and 2021B, issued on
behalf of NJCU.
Entity/Debt Rating Prior
----------- ------ -----
New Jersey City
University (NJ) LT IDR BB+ Affirmed BB+
New Jersey City
University (NJ)
/General Revenues/1 LT LT BB+ Affirmed BB+
The change in NJCU's rating Outlook to Stable follows significant
progress toward achieving fiscal balance despite continued pressure
on student enrollment, and management's ongoing execution of
multiple asset monetization projects under oversight from a
state-appointed fiscal monitor. Together with continued state
support, NJCU's actions not only alleviate immediate liquidity
concerns, but help rebuild the balance sheet and potentially
provide some funding for much-needed capex.
The state of New Jersey (IDR: A+/Stable) provided stabilization aid
to NJCU in fiscal years 2024 and 2025 and appointed a fiscal
monitor that requires accountability for a comprehensive set of
financial, governance, and partnership benchmarks. The state also
provides appropriations for operations, pension and outcomes-based
measures. Expectations of stable or increased state support,
including support for critical capital needs, underpins the 'BB+'
ratings despite the university's weak leverage profile, and
reflects NJCU's important role in educating its roughly 5,430 (fall
2024) mostly Pell Grant-eligible and minority student population
within the state's public higher education system.
SECURITY
The outstanding NJCU bonds issued by NJEFA are general obligations
of the university. The series 2021A/B financing is further secured
by a first lien pledge on the university's net tuition and certain
student fees (no room, board or student wellness fees). This pledge
was also extended to the prior NJEFA bonds on a parity basis
through a security and intercreditor agreement. (A subordinate lien
on net tuition and certain fees secures the university's long-term
lease for a separately financed performing arts center.)
Principal and interest on NJEFA bonds are guaranteed by municipal
bond insurance policies. The series 2021A/B bonds are additionally
secured by cash-funded debt service reserve funds.
KEY RATING DRIVERS
Revenue Defensibility 'bb'
Graduate and Professional Growth, Disciplined Discounting Mitigate
Revenue Impact from Pressured Enrollment
NJCU's local market position is supported by affordability relative
to peers with academic year 2024-2025 tuition and mandatory fees of
about $14,500 — a price offered to both New Jersey and
out-of-state residents — and its urban location that is a short
commuter rail ride to New York City. NJCU services a largely
first-generation college population that is historically more than
three-fourths Black and Hispanic, with well more than half of
undergraduates receiving federal Pell grants for low-income
students.
In fall 2024, growth in graduate and professional FTEs to 974 from
735 in fall 2023, an increase in transfer matriculations to 461
from 368, and a more disciplined approach to discounting over the
past two years helped counteract the revenue effects of declining
overall enrollment.
Total headcount in fall 2024 fell to about 5,430 from about 5,830
in fall 2023, reflecting New Jersey's challenging demographic
environment and low retention rates among NJCU's vulnerable student
base. Fall 2024 enrollment reflects a 4.7% drop in first-time
freshman matriculants to 549 from fall 2023's 576. This drop is
largely reflective of headwinds faced by colleges nationwide due to
delayed federal financial aid awards during the fall 2024
enrollment cycle.
The prior year's enrollment drop to around 5,830 from 6,540 was
mostly expected, due to significant reductions in programs and
sports offerings as part of NJCU's right-sizing efforts.
Following the sizable programmatic cuts over the past couple of
years, NJCU is investing additional funds toward growth and
retention efforts in fiscal 2025. The university is also generating
increased leads from articulation agreements that provide for
seamless transfer of credits from local colleges. NJCU may also
partner with another university in the coming years given that a
key requirement of the state fiscal monitor's plan is to select, by
March 31, 2025, a fiscally sound New Jersey public institution with
which to merge, partner, or affiliate.
With over one-third of NJCU's operating revenue derived from the
state of New Jersey, both directly in the form of appropriations
for operations, pension costs, and outcomes-based measures, and
indirectly through scholarship grants to in-state students, the
state's stance is critical to NJCU's overall revenue picture. The
state's $10 million in stabilization funds for fiscal 2024 and $7
million in fiscal 2025 represents meaningful support of NJCU and
NJCU's unique position in the state's higher education landscape.
NJCU does not generate significant income from endowment returns or
fundraising.
Operating Risk 'bbb'
Restructuring And State Stabilization Funds Yield Adequate Cash
Flows; Capital Needs Remain
NJCU's trustees declared a state of financial emergency at its June
27, 2022 meeting, paving the way to completely overhaul management
and tackle an anticipated FY 2023 structural deficit of $23 million
that would have severely compromised the university's operating
liquidity. The new university administration led by the current
interim president maintains a good working relationship with NJCU's
faculty labor union, which has facilitated the university's
rationalization of programs and services and shared governance.
Significant expense cuts were implemented in fiscal years 2023 and
2024, which enabled NJCU to record adequate Fitch-calculated cash
flow margins of over 10%. State stabilization aid of $10 million in
fiscal 2024 is included in Fitch's calculations.
Since August 2023, a state-appointed fiscal monitor was assigned to
NJCU and has broad latitude to hold the university accountable for
a variety of operational, governance, asset monetization and other
goals. NJCU expects to record balanced operations for fiscal year
2025 including $7 million in state stabilization aid.
Conservatively, these projections do not incorporate several
operating enhancements resulting from asset monetization projects
that are likely to materialize during the fiscal year.
While NJCU is not entertaining further capital expansion plans,
considerable deferred capital needs are both critical and plainly
visible. The university has identified at least $26 million in
critical infrastructure needs for items such as electrical and
plumbing systems, boilers, and heating/air conditioning along with
other basic and strategic capital needs. NJCU did not receive an
allocation among the state's $400 million Higher Education
Infrastructure Trust funds awarded in fiscal 2024. However, with
board and state monitor approval, some funds from asset
monetization efforts may be utilized toward immediate capital
needs.
Financial Profile 'bb'
Leverage, Adjusted for Pension, Off-Balance Sheet Housing and Asset
Monetization Remains High
NJCU is highly leveraged. At FYE 2023, Fitch-calculated Available
Funds (AF: cash and investments including debt service reserve
funds, less restricted net assets) of the university and the NJCU
Foundation stood at roughly $46.5 million. This compares to
Fitch-adjusted debt of about $337 million ($136 million of bonds,
$9.5 million notes, $53 million of debt-equivalent lease
obligations, and $138 million of debt-equivalent pension
obligations).
The resulting 14% in AF-to-adjusted debt at FYE 2023 is well below
thresholds for a 'bb' Financial Profile assessment. However, Fitch
considers other analytical adjustments in determining NJCU's
effective leverage position. The university's required pension
contributions have been fully supported by voluntary state
pass-through appropriations, effectively shifting the burden of
almost half of NJCU's adjusted debt to the state. Conversely, since
NJCU has been providing operating support (approximately $1.9
million in FY24) for the off-balance sheet West Campus Housing, LLC
project on university land, Fitch considers the project's $46.5
million outstanding debt in NJCU's adjusted debt.
A significant portion of NJCU's adjusted debt is the result of the
pre-2022 management team's major expansion projects that included
the addition of a beachside campus in Fort Monmouth, a leased
business school campus in downtown Jersey City, a performing arts
center, and campus housing. Several of these projects have
underperformed, accruing net costs to the university. Some of these
projects, and others, are targeted to be re-leased or sold as part
of asset monetization efforts directed by the state fiscal monitor.
If and when realized, these asset monetization efforts are expected
to increase NJCU's cash reserves, reduce leverage, and further
improve operating performance.
Fitch's Financial Profile assessment of 'bb' is based on a
forward-looking scenario that considers future revenue, expenses
and extraordinary items while adding stress to NJCU's investment
portfolio. Fitch has incorporated conservative assumptions
regarding some of NJCU's most likely asset monetization efforts
into this forward-looking scenario. The resulting adjusted leverage
ratio supports the 'bb' Financial Profile assessment.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Reduction of support from the state of New Jersey, including
support for pension and other benefit costs, operating
appropriations, stabilization funds, or student aid;
- Inability of the university to achieve benchmarks required by
state-appointed fiscal monitor;
- Continued attrition of the student population or net student
revenue.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Achievement of benchmarks required by state-appointed fiscal
monitor;
- Extraordinary support from the state of New Jersey or another
external party, merger, or affiliation partner;
- Stabilization or growth of net student revenue on a consistent
basis, resulting from higher net tuition per student, increased
enrollment, higher auxiliary revenue, and/or improved retention.
PROFILE
Opened in 1929 and granted university status in 1998, NJCU is a
four-year coeducational public university located in Jersey City,
NJ. NJCU offers baccalaureate, graduate and doctoral degrees in the
arts, sciences, business, professional studies and education. NJCU
has an urban mission and is primarily a commuter institution,
attracting the majority of its students from surrounding counties.
Andres Acebo was appointed as interim president in January 2023 for
a two-year term, replacing an acting president who was appointed
following the board's emergency declaration in 2022. As NJCU's
former university counsel, Mr. Acebo was instrumental to
negotiation of the memorandum of understanding with NJCU's faculty
union and to that continued working relationship. A new CFO with
extensive experience in not-for-profit higher education and
healthcare settings was appointed in May 2023, replacing an interim
CFO in place for roughly one year. Several new board members have
been appointed over the past year, with new regularly scheduled
board committees, requirements of the state fiscal monitor.
In August 2023, the state of New Jersey appointed Mr. Henry
Amoroso, known as a turnaround specialist with expertise in real
estate, to serve as NJCU's fiscal monitor. The monitor's
accountability plan for NJCU includes a comprehensive set of
governance and fiscal benchmarks with specific deadlines.
University management reports meeting all deadlines to date.
The fiscal monitor's exit from oversight is expected by June 30,
2025 subject to NJCU's continued meeting of all specified deadlines
and benchmarks. One significant benchmark requires NJCU to identify
a merger, partner, or affiliation candidate among fiscally sound
New Jersey public institutions by Dec. 31, 2024 and choose which
merger, partner, or affiliation option to pursue by March 31,
2025.
NJCU is accredited by the Middle States Commission on Higher
Education (MSCHE), with the next regularly scheduled self-study
evaluation scheduled for 2027-2028. NJCU has promptly responded to
all recent MSCHE interim update requests regarding the state
monitor's plan, fiscal reports and other data.
Sources of Information
In addition to the sources of information identified in Fitch's
applicable criteria specified below, this action was informed by
data from Lumesis.
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.
NJ MOBILE: Selling 2018 Ford Transit Ambulance to Specialty Hearse
------------------------------------------------------------------
New Jersey Mobile HealthCare LLC seeks approval from the U.S.
Bankruptcy Court for the District of New Jersey, to sell the 2018
Ford Transit 250 Type II Ambulance with Vin No. 1FDYR2CM3JKB40807,
free and clear of all liens, claims, and encumbrances.
The Debtor operates an emergency and non-emergency medical services
and ambulance transportation business in the Northern New Jersey
area. Its services include non-emergency medical transportation for
patients to healthcare facilities, hospitals, and residential
homes, on both a recurring or one-time basis, emergency medical
services and transportation, and onsite medical support solutions
and care for public and special events.
The Debtor has purchased the 2018 Ford Transit 250 Type II
Ambulance with Vin No. 1FDYR2CM3JKB40807 with United Leasing, Inc.,
d/b/a, Access Commercial Capital.
United Leasing has filed a proof of claim against NJ Mobile in the
secured amount of $34,179.38.
The Debtor indicates that the ambulance was no longer necessary for
their go-forward operations and in effort to monetize its equity
and satisfy the amounts owed to United Leasing, the Debtor
privately marketed the ambulance for several months.
The Debtors identifies Specialty Hearse & Ambulance Sales Corp as
the sole legitimate purchaser of the Ambulance and initiated a
purchase agreement with the price of $60,000.
Specialty Hearse has provided a 10% down payment to be held in the
Debtors' attorney's escrow account pending closing on the sale of
the Ambulance and will be purchasing the Ambulance in "as is"
condition with no warranties either express or implied.
Upon completion of the sale, Specialty Hearse's affiliate,
Specialty Fleet Services LLC, shall waive and withdraw proof of
claim number 9 filed against Debtor and will turn over Ambulance
number 5553 to the Debtor.
The Debtor will also remit $34,179.38 from the sale proceeds to
United in full and final satisfaction of United’s claim without
the need of further order from the Court.
The Debtor proposes to sell the Ambulance free and clear of all
liens, claims, and encumbrances.
About New Jersey Mobile HealthCare LLC
New Jersey Mobile HealthCare, LLC, a company in Mahwah, N.J.,
provides compliance-focused, state-of the-art emergency medical
services (EMS) and ambulance transportation services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Case No. 24-16239) on June 20, 2024,
with $1 million to $10 million in both assets and liabilities.
Louis V. Greco III, manager, signed the petition.
Judge John K. Sherwood presides over the case.
Tracy L. Klestadt, Esq. at Klestadt Winters Jureller Southard &
Stevens, LLP, represents the Debtor as legal counsel.
NORTHERN DYNASTY: Kopernik Global, David Iben Hold 15% Stake
------------------------------------------------------------
Kopernik Global Investors, LLC and David B. Iben disclosed in Joint
Schedule 13G filed with the U.S. Securities and Exchange Commission
that they beneficially own, in the aggregate, 87,087,424 shares of
Northern Dynasty Minerals Ltd.'s common stock, representing 15% of
the 579,894,649 Common Shares outstanding which is the sum of:
(i) 537,724,281 Common Shares outstanding as of June 30, 2024
as set forth in the Northern Dynasty's Condensed Consolidated
Interim Financial Statements for the three and six months ended
June 30, 2024 filed by the Northern Dynasty on Form 6-K with the
Securities and Exchange Commission on August 15, 2024 and
(ii) 42,170,368 Common Shares issuable upon the conversion of
the Convertible Notes.
The Reporting Persons purchased the Common Shares for investment
for such investment funds and other clients. The Common Shares
beneficially owned by the Reporting Persons (other than the Common
Shares that are beneficially owned upon conversion of the
Convertible Notes were purchased with available funds of applicable
client accounts in Kopernik Global Investors' ordinary course of
business. The aggregate purchase price of the 44,917,056 Common
Shares beneficially owned by the Reporting Persons is approximately
$32,696,624, including brokerage commissions.
A full-text copy of Kopernik Global's SEC Report is available at:
https://tinyurl.com/2s36pjfa
About Northern Dynasty Minerals Ltd.
Northern Dynasty Minerals Ltd. is a mineral exploration and
development company based in Vancouver, Canada. Northern Dynasty's
principal asset, owned through its wholly owned Alaska-based U.S.
subsidiary, Pebble Limited Partnership, is a 100% interest in a
contiguous block of 1,840 mineral claims in Southwest Alaska,
including the Pebble deposit, located 200 miles from Anchorage and
125 miles from Bristol Bay. The Pebble Partnership is the proponent
of the Pebble Project.
Vancouver, Canada-based Deloitte LLP, the Company's auditor since
2009, issued a "going concern" qualification in its report dated
April 1, 2024, citing that the Company incurred a consolidated net
loss of $21 million during the year ended December 31, 2023, and as
of that date, the Company's consolidated deficit was $697 million.
These conditions, along with other matters, raise substantial doubt
about its ability to continue as a going concern.
Northern Dynasty reported a net loss of C$3.7 million, compared to
a net loss of $C6.2 million for the same period in 2023. As of June
30, 2024, the Company had C$139.95 million in total assets and
C$21.62 million in total liabilities.
NORTHPOINT DEVELOPMENT: Gets OK to Use Cash Collateral Thru Dec. 31
-------------------------------------------------------------------
Northpoint Development Holdings, LLC received interim approval from
the U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division to use cash collateral to pay its operating
expenses.
The interim order authorized the company to use cash collateral
until Dec. 31 as outlined in its projected budget, with a 10%
variance. Any further usage of cash collateral beyond Dec. 31
requires further court approval.
The budget shows projected total operating expenses of $34,478.
The First National Bank of Ottawa, a secured creditor, was granted
post-petition replacement liens on the company's collateral,
including cash collateral, to protect its interest.
The next hearing is scheduled for Nov. 20.
About Northpoint Development Holdings
Northpoint Development Holdings, LLC is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section 101(51B)). It is the fee
simple owner of real property located at 1800 North Bloomington
St., Streator, Ill., valued at $6.8 million.
Northpoint sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. N.D. Ill. Case No. 24-13265) on September 9, 2024,
with total assets of $6,800,000 and total liabilities of
$5,176,241. Keith Weinstein, manager of Greystone Develpment
Holdings, LLC, signed the petition.
Judge Deborah L. Thorne oversees the case.
The Debtor is represented by Gregory K. Stern, Esq., at Gregory K.
Stern, P.C.
NORTHPOINT DEVELOPMENT: Hires Kenny & Schwartz as Special Counsel
-----------------------------------------------------------------
Northpoint Development Holdings, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Kenny & Schwartz, Ltd. as special counsel.
The firm will represent in negotiations of leases with prospective
tenants to fill vacancies at the Real Property located at 1800
North Bloomington Street, Streator, Illinois.
The firm will be paid at $440 per hour.
Kenny & Schwartz will be paid a retainer in the amount of $6,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Gregory K. Stern, Esq., a partner at Kenny & Schwartz, Ltd.,
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:
Gregory K. Stern, Esq.
Dennis E. Quaid, Esq.
Monica C. O'Brien, Esq.
Rachel S. Sandler, Esq.
Kenny & Schwartz, Ltd.
53 West Jackson Boulevard, Suite 1442
Chicago, Illinois 60604
Telephone: (312) 427-1558
About Northpoint Development Holdings, LLC
Northpoint Development Holdings, LLC is a Single Asset Real
Estatedebtor (as defined in 11 U.S.C. Section 101(51B)). It is the
feesimple owner of real property located at 1800 North Bloomington
St., Streator, Ill., valued at $6.8 million.
Northpoint sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. N.D. Ill. Case No. 24-13265) on September 9, 2024,
with total assets of $6,800,000 and total liabilities of
$5,176,241. Keith Weinstein, manager of Greystone Develpment
Holdings, LLC, signed the petition.
Judge Deborah L. Thorne oversees the case.
The Debtor is represented by Gregory K. Stern, Esq., at Gregory K.
Stern, P.C.
NORTHVOLT AB: Mulling Bankruptcy Filing in U.S.
-----------------------------------------------
Reuters reports that Swedish battery manufacturer Northvolt is
reportedly considering U.S. bankruptcy protection as one of several
options to address its financial struggles, according to two
sources familiar with the matter cited by Reuters.
Once seen as Europe's leading hope for a homegrown electric vehicle
battery powerhouse, Northvolt has faced significant challenges,
including production setbacks, the loss of a major customer, and
difficulties raising additional funds, the report relates. These
issues have forced the company to downsize and reassess its
strategy. In July 2024, Northvolt launched a comprehensive review
of its operations and financial approach.
According to Reuters, Business daily Dagens Industri, citing
unnamed sources, reported that Northvolt is leaning toward Chapter
11 bankruptcy proceedings under the U.S. Bankruptcy Code as a
potential solution to its financial troubles. The publication
reported stalled negotiations between Northvolt, its creditors,
shareholders, and at least one customer over short-term financing,
Reuters says.
Despite the challenges, one source told Reuters that discussions on
a short-term funding deal have resumed, though the talks have
become increasingly complex. A Northvolt spokesperson declined to
confirm whether the company is considering Chapter 11 or any other
specific measures, emphasizing that discussions with stakeholders
are ongoing.
"Since the start of the strategic review, we have been exploring
various options, and this remains unchanged," the spokesperson
stated. "We will communicate results once we reach a conclusion
while continuing the dialogue with our stakeholders."
About Northvolt AB
Northvolt AB operates as a renewable energy components. The Company
offers batteries to replace fossil fuels with electricity that
helps in energy generation and distribution from coal, oil, and
natural gas. Northvolt serves auto industries in Europe.
OCUGEN INC: The Vanguard Group Holds 5.88% Equity Stake
-------------------------------------------------------
The Vanguard Group disclosed in a Schedule 13G/A Report filed with
the U.S. Securities and Exchange Commission that as of September
30, 2024, it beneficially owned 16,949,019 shares of Ocugen Inc.'s
Common Stock, representing 5.88% of the shares outstanding.
A full-text copy of Vanguard Group's SEC Report is available at:
https://tinyurl.com/3cmcswjt
About Ocugen Inc.
Malvern, Pa.-based Ocugen, Inc. is a biotechnology company focused
on discovering, developing, and commercializing novel gene and cell
therapies, biologics, and vaccines that improve health and offer
hope for patients across the globe. The Company's technology
pipeline includes: Modifier Gene Therapy Platform, Novel Biologic
Therapy for Retinal Diseases, Regenerative Medicine Cell Therapy
Platform, and Inhaled Mucosal Vaccine Platform.
Philadelphia, Pennsylvania-based Ernst & Young LLP, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated April 16, 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.
As of June 30, 2024, Ocugen had $40.5 million in total assets,
$23.6 million in total liabilities, and $16.9 million in total
stockholders' equity.
ODYSSEY HEALTH: Jonathan Lutz Holds 5.7% Equity Stake
-----------------------------------------------------
Jonathan D. Lutz disclosed in a Schedule 13G/A filed with the U.S.
Securities and Exchange Commission that as of October 29, 2024, he
beneficially owned 5,536,900 shares of Odyssey Health, Inc.'s
common stock, representing 5.7% of the shares outstanding.
A full-text copy of Mr. Lutz's SEC Report is available at:
https://tinyurl.com/4pyvrbsy
About Odyssey Health
Headquartered in Las Vegas, Nev., Odyssey Health, Inc.'s business
model is to develop or acquire unique medical related products,
engage third parties to manufacture such products and then
distribute the products through various distribution channels,
including third parties. The Company plans to develop potentially
life-saving technologies: the CardioMap heart monitoring and
screening device, the Save A Life choking rescue device, a unique
neurosteroid drug compound intended to treat concussions and a
unique drug compound to treat rare brain disorders in partnership
with Prevacus, Inc. To date, none of the Company's product
candidates have received regulatory clearance or approval for
commercial sale.
Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated Oct. 30, 2023, citing that the Company has incurred
losses and negative cash flows from operations since inception and
is currently dependent on the stockholders and lenders to fund its
operating activities.
The Company have yet to file its Annual Report on Form 10-K for the
year ended July 31, 2024.
OFFICE PROPERTIES: The Vanguard Group Holds 8.9% Equity Stake
-------------------------------------------------------------
The Vanguard Group disclosed in a Schedule 13G/A Report filed with
the U.S. Securities and Exchange Commission that as of September
30, 2024, it beneficially owned 4,749,103 shares of Office
Properties Income Trust's Common Stock, representing 8.90% of the
shares outstanding.
A full-text copy of Vanguard Group's SEC Report is available at:
https://tinyurl.com/des6628u
About Office Properties
Office Properties Income Trust is a REIT organized under Maryland
law. As of Dec. 31, 2023, its wholly owned properties were
comprised of 152 properties, and it had noncontrolling ownership
interests of 51% and 50% in two unconsolidated joint ventures that
owned three properties containing approximately 468,000 rentable
square feet. As of Dec. 31, 2023, the Company's properties are
located in 30 states and the District of Columbia and contain
approximately 20,541,000 rentable square feet. As of Dec. 31, 2023,
its properties were leased to 258 different tenants, with a
weighted average remaining lease term (based on annualized rental
income) of approximately 6.4 years. The U.S. government is its
largest tenant, representing approximately 19.5% of its annualized
rental income as of Dec. 31, 2023.
As of March 31, 2024, the Company had $4 billion in total assets,
$2.7 billion in total liabilities, and $1.3 billion in total
stockholders' equity.
* * *
In May 2024, OPI announced it was actively negotiating with its
existing debtholders to exchange four series of its currently
outstanding senior unsecured notes (worth $1.7 billion at face
value) for up to $610 million of new senior secured notes and
related guarantees, with priority given to the 2025 noteholders
($650 million outstanding). The exchange would result in
debtholders receiving below the par value of the existing notes.
In July 2024, S&P Global Ratings raised its issuer credit rating on
Office Properties Income Trust (OPI) to 'CCC-' from 'SD' (selective
default) and its issue-level ratings on the senior unsecured notes
that were part of the exchange to 'CCC-' from 'D'. S&P said, "We
lowered our issue-level rating on the company's March 2029 senior
secured notes to 'CCC+' from 'B-', with the recovery rating
remaining '1′. We also lowered the issue-level rating on the
company's 2050 senior unsecured notes, which were not part of the
debt exchange, to 'CCC-' from 'CCC'. The recovery rating on all the
unsecured notes is unchanged at '3′. We also assigned our 'CCC'
and '2′ recovery rating to the company's new September 2029
senior secured notes."
S&P Global Ratings lowered its issuer credit rating on OPI to 'CC'
from 'CCC' and its issue-level ratings on its senior unsecured
notes due 2025, 2026, 2027, and 2031, which are part of the
proposed exchange, to 'CC' from 'CCC'. At the same time, S&P
affirmed its 'CCC' issue-level rating on the company's senior
unsecured notes due 2050, which are not part of the proposed
exchange, and its 'B-' issue-level rating on its existing secured
notes due 2029. Its '3′ recovery rating on all the unsecured
notes and '1′ recovery rating on the secured notes are
unchanged.
In June 2024, S&P Global Ratings lowered its issuer credit rating
on Office Properties Income Trust (OPI) to 'SD' (selective default)
and its issue-level rating on the company's 2025, 2026, 2027, and
2031 senior unsecured notes to 'D'. S&P said, "We view the debt
exchange as distressed and tantamount to a default. The downgrade
follows OPI's completion of its private debt exchange. In
aggregate, the company exchanged $865.2 million of its 2025, 2026,
2027, and 2031 senior unsecured notes for $567.4 million of new
senior secured notes due 2029. The exchange consideration varied
depending on which notes were exchanged, with longer-dated notes
receiving less consideration. In addition, certain noteholders
received common equity to incentivize the exchange. In our view,
this transaction is a distressed exchange and tantamount to a
default because lenders received less than the original promise of
the securities, which is not offset by adequate compensation."
OI SA: Reaches Deal with Creditors to Transfer Real Estate, Towers
------------------------------------------------------------------
Dayanne Sousa of Bloomberg Law reports that Oi announced in a
filing on November 9, 2024 that it has reached an agreement to sell
and transfer a real estate and tower unit to creditor SBA Torres
Brasil.
The transfer will be executed through a payment-in-kind
arrangement, using part of the credits held by SBA against Oi.
This agreement aligns with the provisions of Oi's bankruptcy
protection plan. The transaction's completion is contingent upon
fulfilling certain conditions, including approval from the
competition defense agency.
About Oi SA
Headquartered in Rio de Janeiro, and operating almost exclusively
within Brazil, the Oi Group provides services like fixed-line data
transmission and network usage for phones, internet, and cable,
Wi-Fi hot-spots in public areas, and mobile phone and data
services, and employs approximately 142,000 direct and indirect
employees.
On June 20, 2016, pursuant to Brazilian Law No. 11.101/05 (the
'Brazilian Bankruptcy Law'), Oi S.A. and certain of its
subsidiaries filed for recuperao judicial (judicial reorganization)
in Brazil.
On June 21, 2016, OI SA and its affiliates Telemar Norte Leste S.A.
and Oi Brasil Holdings Cooperatief U.A. commenced Chapter 15
proceedings (Bankr. S.D.N.Y. Lead Case No. 16-11791). Ojas N. Shah,
as foreign representative, signed the petitions.
Coop and PTIF are also subject to proceedings in the Netherlands.
The Chapter 15 cases are assigned to Judge Sean H. Lane.
In the Chapter 15 cases, the Debtors are represented by John K.
Cunningham, Esq., and Mark P. Franke, Esq., at White & Case LLP, in
New York; and Jason N. Zakia, Esq., Richard S. Kebrdle, Esq., and
Laura L. Femino, Esq., at White & Case LLP, in Miami, Florida.
On July 22, 2016, the New York Court recognized the Brazilian
Proceedings as foreign main proceedings with respect to the Chapter
15 Debtors, and granted certain additional related relief.
The company exited bankruptcy protection in December 2022.
P2 OAKLAND: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: P2 Oakland CA, LLC
doing business as East SF, LLC
1112 Peralta Street
Oakland, CA 94607
Case No.: 24-41810
Business Description: The Debtor owns a single family residence
located at 1434 34th Ave, Oakland CA 94601
valued at $516,000 and a duplex property
located at 1032-1034 Peralta St.,
Oakland, CA 94607 valued at $567,000.
Chapter 11 Petition Date: November 14, 2024
Court: United States Bankruptcy Court
Northern District of California
Debtor's Counsel: Kevin Tang, Esq.
TANG & ASSOCIATES
17011 Beach Blvd Suite 900
Huntington Beach, CA 92647
Tel: 714-594-7022
Fax: 714-421-4439
Email: kevin@tang-associates.com
Total Assets: $1,083,002
Total Liabilities: $2,409,656
The petition was signed by Bruce Edward Loughridge as principal of
Debtor.
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/3GNHVNY/P2_Oakland_CA_LLC_doing_business__canbke-24-41810__0001.0.pdf?mcid=tGE4TAMA
PAIN MEDICINE: Plan Filing Deadline Extended to Nov. 25
-------------------------------------------------------
Judge Andrea K. McCord of the U.S. Bankruptcy Court for the
Southern District of Indiana extended The Pain Medicine &
Rehabilitation Center, Professional Corporation's period to file a
chapter 11 plan of reorganization to November 25, 2024.
As shared by Troubled Company Reporter, the Debtor is a small
business debtor within the meaning of Section 101(51D) of the
Bankruptcy Code, and subchapter V of chapter 11 of the Bankruptcy
Code applies to these proceedings. The Debtor continues to manage
its assets and affairs as debtor-in-possession under Section 1184
of the Bankruptcy Code.
On June 28, 2024, the Court approved the employment of KC Cohen as
bankruptcy counsel for the Debtor. Thereafter, on July 30, 2024, KC
Cohen requested to be withdrawn as the Debtor's counsel, which the
Court granted on August 7, 2024. It is unclear why Mr. Cohen sought
to be withdrawn from this case, but it appears there may have been
miscommunication regarding post-petition payment of attorney fees.
The Debtor asserts that without this short extension, proposed
replacement counsel would not have the ability to formulate and
draft a plan that would meaningfully allow the Debtor to
reorganize. Indeed, without an extension, counsel's ability to
ensure the accuracy of the filed documents and to negotiate
accurately with certain key would be severely hindered and the
premature filing of a plan may prove to be a "waste of time and
resources for all parties-in-interest and [would] not represent
Congress's intent in enacting the SBRA."
Proposed Counsel for the Debtor:
William P. Harbison, Esq.
Joseph H. Haddad, Esq.
SEILLER WATERMAN LLC
Meidinger Tower – 22nd Floor
462 S. Fourth Street
Louisville, KY 40202
Phone: 502-584-7400 | Fax: 502-583-2100
E-mail: harbison@derbycitylaw.com
E-mail: haddad@derbycitylaw.com
About The Pain Medicine & Rehabilitation Center
The Pain Medicine & Rehabilitation Center, Professional Corp.
offers treatment for neck pain, back pain, chronic pain, nerve pain
and joint pain.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ind. Case No. 24-90519) on May 23,
2024, with $184,672 in assets and $3,982,926 in liabilities.
Anthony Alexander, president, signed the petition.
Judge Andrea K. Mccord presides over the case.
KC Cohen, Esq., at KC Cohen, Lawyer, PC, is the Debtor's bankruptcy
counsel.
PARADOX ENTERPRISES: Gets OK to Use Cash Collateral Until Jan. 31
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee,
Winchester Division, authorized Paradox Enterprises, LLC to use
cash collateral, on an interim basis, until Jan. 31 next year.
Paradox requires the use of cash collateral to pay its operating
expenses and to make payments to Legalist DIP
Fund I, LP and Legalist DIP SPV II, LP, which may assert an
interest in the company's cash collateral.
The company's budget shows total projected expenses of $27,660 for
November; $31,485 for December; and $26,060 for January.
Legalist DIP Fund I and Legalist DIP SPV will be granted a
replacement lien to the extent that the use of cash collateral
results in a decrease in the value of their collateral. In
addition, the secured creditors will receive weekly payments of
$4,000 from Paradox as adequate protection.
The next hearing is set for Jan. 22.
About Paradox Enterprises
Paradox Enterprises, LLC owns various properties valued at $6.1
million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Tenn. Case No. 24-10826) on April 5,
2024, with $6,174,373 in assets and $13,012,125 in liabilities.
Eric Shelley, managing member, signed the petition.
Judge Nicholas W. Whittenburg oversees the case.
Gray Waldron, Esq., at Dunham Hildebrand, PLLC, represents the
Debtor as legal counsel.
PEACEFUL HOUSE: Sec. 341(a) Meeting of Creditors on Dec. 10
-----------------------------------------------------------
On November 5, 2024, Peaceful House on the Hill LLC filed Chapter
11 protection in the Western District of Texas. According to court
filing, the Debtor reports between $1 million and $10 million in
debt owed to 1 and 49 creditors. The petition states funds will not
be available to unsecured creditors.
A meeting of creditors under Sec. 341(a) to be held on December 10,
2024 at 9:00 AM via Via Phone: (866)711-2282; Code: 3544189#.
About Peaceful House on the Hill LLC
Peaceful House on the Hill LLC is engaged in activities related to
real estate.
Peaceful House on the Hill LLC sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-11397) on
November 5, 2024. In the petition filed by David J. Alarid, as
managing member, the Debtor reports estimated assets and
liabilities between $1 million each.
Bankruptcy Judge Shad Robinson handles the case.
The Debtor is represented by:
James Q. Pope, Esq.
THE POPE LAW FIRM
6161 Savoy Drive 1125
Houston TX 77036
Tel: (713) 449-4481
Email: jamesp@thepopelawfirm.com
PETROQUEST ENERGY: Gets Court OK to Access $847K New Financing
--------------------------------------------------------------
Emily Lever of Law360 reports that on November 15, 2024, a Delaware
bankruptcy judge approved PetroQuest Energy Inc.'s interim access
to $847,500 in new financing from its lenders as the company
prepares to sell its assets in East Texas.
About PetroQuest Energy Inc.
PetroQuest Energy Inc. is an oil and gas exploration company.
PetroQuest Energy Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-12609) on November 13,
2024. In its petition, the Debtor reports estimated assets between
$100,000 and $500,000 and estimated liabilities of $115.5 million.
The Debtor is represented by Patrick J. Reilley of Cole Schotz P.C.
PETROQUEST OIL FIELD: Seeks Chapter 11 Bankruptcy Again
-------------------------------------------------------
Clara Geoghegan of Law360 Bankruptcy Authority reports that
PetroQuest Energy Inc., an oil and gas exploration company, filed
for bankruptcy in Delaware, citing $115.5 million in debt, and
announced plans to sell its Texas operations.
The bankruptcy filing comes five years after the company emerged
from Chapter 11 in 2019.
About PetroQuest Energy Inc.
PetroQuest Energy Inc. is an oil and gas exploration company.
PetroQuest Energy Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-12609) on November 13,
2024. In its petition, the Debtor reports estimated assets between
$100,000 and $500,000 and estimated liabilities of $115.5 million.
The Debtor is represented by Patrick J. Reilley of Cole Schotz P.C.
POTTSVILLE OPERATIONS: Hires Meridian Capital Group as Broker
-------------------------------------------------------------
Pottsville Operations, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the Western District of Pennsylvania
to employ Meridian Capital Group, LLC as broker.
The firm will prepare a marketing brochure, offering package or
similar marketing materials to prospective purchasers based on
documentation and information provided by Debtors, and solicit
offers to purchase of the asset of the Debtors a certain portfolio
of real property located in Pennsylvania.
The firm will be paid as follows:
a. Commission. Meridian's commission in connection with a
sale, transfer or joint venture of the Property shall be equal to
$200,000, provided, that in the event the gross sales price exceeds
the current stalking horse bid submitted by the Stalking Horse, the
Commission shall equal one percent (1.0%) of the gross sales price
(e.g., without deduction for closing expenses, adjustments or costs
of any kind) unless the sale is to the Stalking Horse, in which
event the Commission shall be the base commission plus 1% of any
increase from the initial Stalking Horse bid. The Commission shall
be deemed earned upon the execution of a contract of sale (or other
similar agreement) for the Property and shall be due and payable at
closing. Meridian, in all events, shall be entitled to the
Commission so long as Owner signs a written agreement for the sale
of the Property during either the Exclusive Period or Tail Period,
whether or not the Owner utilizes Meridian's services, even if the
closing does not occur until after the expiration or termination
thereof.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Peter Leung, a Managing Director at Meridian Capital Group, 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:
Peter Leung
Meridian Capital Group, LLC
1 Battery Park Plaza, 26th Floor
New York, NY 10004
Tel: (212) 972-3600
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.
PRIDE GROUP: Brandt Peterbilt Named as Liquidator of Fleet Assets
-----------------------------------------------------------------
The Canadian trucking industry can look forward to a sudden influx
of aggressively priced premium used and reconditioned equipment
into the market in the coming months. Brandt Peterbilt, a wholly
owned subsidiary of the Brandt Group of Companies, has been
appointed to disperse a major portion of the fleet assets of a
major Mississauga-based truck leasing firm that filed for
bankruptcy protection in late March 2024.
The assets include hundreds of late-model Peterbilt and Kenworth
highway tractors, dump trucks, and trailers, including dry vans and
reefer units, all inspected and with fresh safeties prior to sale.
"We work hard to deliver complete solutions for our customers, and
giving them access to used units on this kind of scale, along with
options for asset liquidation, is an important step as we continue
to invest for the long term in our truck dealership business. The
addition of these units will increase our new and used catalogue to
nearly 1300 units -- the largest in Canada," says Brandt's Chief
Operating Officer--Transportation, Neil Marcotte. "This influx of
used inventory reflects a core business strategy within our
dealership network. It will allow us to grow our used equipment
business at an unprecedented rate, better serving our current and
future customers while keeping up with the demands of the market."
Brandt entered the truck market in Fall of 2019 with the
acquisition of Camex Equipment in Nisku, Ab. Since then, the
company has become one of the most successful providers of new and
used trucks in Canada. In the winter of 2021, Brandt became the
exclusive Peterbilt dealer for Saskatchewan and primary dealer in
Ontario with the acquisition of Cervus Equipment.
Brandt was chosen to disperse these units due to its significant
service and support infrastructure and nationwide heavy equipment
distribution network, including Canada's largest Peterbilt truck
dealership network, with 19 full-service locations in Saskatchewan
and Ontario. The company is a national leader in used equipment
sales and support with a decades-long track record in multiple
industries.
The equipment is expected to be available for sale this month at
Brandt locations in Mississauga, ON; Ayr, ON; Winnipeg, MB; Regina,
SK; Saskatoon, SK; Calgary, AB; Edmonton, AB; Vancouver, BC; and
Kamloops, BC.
About the Brandt Group of Companies
The Brandt Group of Companies -- headquartered in Regina,
Saskatchewan, Canada -- is a privately owned manufacturing and
distribution company that serves a growing international audience
in industries such as agriculture, construction, forestry, rail,
mining, steel, transportation, material handling, and energy. The
company has 6000+ employees and more than 180 locations in Canada,
USA, Australia, and New Zealand. Brandt is one of Canada's largest
privately owned companies and is among an elite group of Platinum
Club members of Canada's Best Managed Companies.
About Pride Group Holdings
Pride Group Holdings is a Canadian trucking company. It operates
businesses offering new and used truck and tractor sales, truck
leasing, financing, logistics, maintenance and fuel sales. Its
founders, Sam and Jas Johal launched the business with one location
as a used truck retailer and now operate more than 50 locations in
the U.S. and Canada.
Pride Group Holdings sought relief under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-10632) on April 1,
2024.
The Debtor is represented by:
Derek C. Abbott, Esq.
Morris, Nichols, Arsht & Tunnell
Telephone: (302) 658-9200
dabbott@mnat.com
PROS HOLDINGS: The Vanguard Group Holds 11.64% Equity Stake
-----------------------------------------------------------
The Vanguard Group disclosed in a Schedule 13G/A Report filed with
the U.S. Securities and Exchange Commission that as of September
30, 2024, it beneficially owned 5,497,133 shares of PROS Holdings,
Inc.'s Common Stock, representing 11.64% of the shares
outstanding.
A full-text copy of Vanguard Group's SEC Report is available at:
https://tinyurl.com/5n8thpn9
About PROS Holdings
Headquartered in Houston, Texas, PROS Holdings, Inc. (NYSE: PRO),
is a provider of AI-powered SaaS pricing, CPQ, revenue management,
and digital offer marketing solutions.
* * *
Egan-Jones Ratings Company, on August 22, 2024, maintained its
'CCC-' foreign currency and local currency senior unsecured ratings
on debt issued by PROS Holdings, Inc.
PURDUE PHARMA: Reaches Terms w/ Sackler Family
----------------------------------------------
Hilary Russ of Law360 Bankruptcy Authority reports that Purdue
Pharma LP has agreed to key terms for a new settlement with some
members of the Sackler family, including provisions on the scope of
liability releases and the family's financial contribution to
compensating victims of the opioid crisis involved in the OxyContin
maker's bankruptcy case, according to an update from the case's
co-mediators.
About Purdue Pharma LP
Purdue Pharma L.P. and its subsidiaries --
http://www.purduepharma.com/-- develop and provide prescription
medicines and consumer products that meet the evolving needs of
healthcare professionals, patients, consumers and caregivers.
Purdue's subsidiaries include Adlon Therapeutics L.P., focused on
treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and
related disorders; Avrio Health L.P., a consumer health products
company that champions an improved quality of life for people in
the United States through the reimagining of innovative product
solutions; Imbrium Therapeutics L.P., established to further
advance the emerging portfolio and develop the pipeline in the
areas of CNS, non-opioid pain medicines, and select oncology
through internal research, strategic collaborations and
partnerships; and Greenfield Bioventures L.P., an investment
vehicle focused on value-inflection in early stages of clinical
development.
Opioid makers in the U.S. are facing pressure from a crackdown on
the addictive drug in the wake of the opioid crisis and as state
attorneys general file lawsuits against manufacturers. More than
2,000 states, counties, municipalities and Native American
governments have sued Purdue Pharma and other pharmaceutical
companies for their role in the opioid crisis in the U.S., which
has contributed to the more than 700,000 drug overdose deaths in
the U.S. since 1999.
OxyContin, Purdue Pharma's most prominent pain medication, has been
the target of over 2,600 civil actions pending in various state and
federal courts and other fora across the United States and its
territories.
On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-23649), after reaching terms of a preliminary agreement for
settling the massive opioid litigation. The Debtors' consolidated
balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets
and $562 million in liabilities.
U.S. Bankruptcy Judge Robert Drain oversees the cases.
The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP, as
legal counsels; PJT Partners as investment banker; AlixPartners as
financial advisor; and Grant Thornton, LLP as tax structuring
consultant. Prime Clerk, LLC, is the claims agent.
Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the
official committee of unsecured creditors appointed in the Debtors'
bankruptcy cases.
David M. Klauder, Esq., is the fee examiner appointed in the
Debtors' cases. The fee examiner is represented by Bielli &
Klauder, LLC.
* * *
U.S. Bankruptcy Judge Robert Drain in early September 2021 approved
a plan to turn Purdue into a new company (Knoa Pharma LLC) no
longer owned by members of the Sackler family, with its profits
going to fight the opioid epidemic. The Sackler family agreed to
pay $4.3 billion over nine years to the states and private
plaintiffs and in exchange for a lifetime legal immunity. The deal
resolves some 3,000 lawsuits filed by state and local governments,
Native American tribes, unions, hospitals and others who claimed
the company's marketing of prescription opioids helped spark and
continue an overdose epidemic.
Separate appeals to approval of the Plan have already been filed by
the U.S. Bankruptcy Trustee, California, Connecticut, the District
of Columbia, Maryland, Rhode Island and Washington state, plus some
Canadian local governments and other Canadian entities.
In early March 2022, Purdue Pharma reached a nationwide settlement
over its role in the opioid crisis, with the Sackler family members
boosting their cash contribution to as much as $6 billion. The
settlement was hammered out with attorneys general from the eight
states -- California, Connecticut, Delaware, Maryland, Oregon,
Rhode Island, Vermont and Washington -- and D.C. who had opposed
the previous settlement.
R&W CLARK: Gets Interim OK to Use Cash Collateral Until Jan. 9
--------------------------------------------------------------
R&W Clark Construction, Inc. received interim court approval to use
cash collateral to pay its operating expenses.
The interim order penned by Judge Timothy Barnes of the U.S.
Bankruptcy Court for the Northern District of Illinois authorized
the company to use the cash collateral until Jan. 9 in accordance
with its projected budget that allows for a 10% variance.
The budget shows projected total operating expenses of $237,390 for
November and $279,290 for December.
To provide adequate protection to lien claimants, including the
Internal Revenue Service and the Illinois Department of Employment
Security, the court granted the lien claimants post-petition
replacement liens. These liens will hold the same priority as the
claimants had pre-bankruptcy and will apply to the cash collateral
and all post-petition property of a similar kind.
The next hearing is scheduled for Dec. 31.
About R&W Clark Construction
R&W Clark Construction, Inc., a company in Frankfort, Ill., filed
Chapter 11 petition (Bankr. N.D. Ill. Case No. 23-03279) on March
11, 2023, with up to $50,000 in assets and up to $10 million in
liabilities. Richard Clark, president and sole shareholder, signed
the petition.
Judge Timothy A. Barnes oversees the case.
The Debtor tapped Gregory K. Stern, PC as legal counsel and Ziegler
& Associates, Ltd. as accountant.
R.A.R.E. CORP: Gets Interim OK to Use Cash Collateral Until Nov. 28
-------------------------------------------------------------------
R.A.R.E. Corporation received interim approval from a U.S.
bankruptcy judge to continue to use the cash collateral of its
secured creditors.
The interim order penned by Judge David Cleary of the U.S.
Bankruptcy Court for the Northern District of Illinois authorized
the company to use cash collateral until Nov. 28 in accordance with
its projected budget.
This latest approval aligns with the terms of the court's Feb. 20
order, which remains in effect.
The next hearing is scheduled for Nov. 27, with an objection
deadline of Nov. 22.
About R.A.R.E. Corporation
R.A.R.E. Corporation sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-02127) on February
15, 2024, with up to $500,000 in assets and up to $1 million in
liabilities. R.A.R.E. President Rocky Eastland signed the
petition.
Judge David D. Cleary oversees the case.
William J. Factor, Esq., at FactorLaw, represents the Debtor as
legal counsel.
RAPID7 INC: The Vanguard Group Holds 13.64% Equity Stake
--------------------------------------------------------
The Vanguard Group disclosed in a Schedule 13G/A Report filed with
the U.S. Securities and Exchange Commission that as of September
30, 2024, it beneficially owned 8,558,385 shares of Rapid7, Inc.'s
Common Stock, representing 13.64% of the shares outstanding.
A full-text copy of Vanguard Group's SEC Report is available at:
https://tinyurl.com/3mjsvpf2
About Rapid7 Inc.
Rapid7, Inc. (Nasdaq: RPD) provides cybersecurity services.
Rapid7 reported a net loss of $149.26 million for the year ended
December 31, 2023, compared to a net loss of $124.7 million for the
year ended December 31, 2022. As of June 30, 2024, Rapid7 had $1.5
billion in total assets, $1.6 billion in total liabilities, and
$52.9 million in total stockholders' deficit.
* * *
Egan-Jones Ratings Company on October 10, 2023, maintained its 'CC'
foreign currency and local currency senior unsecured ratings on
debt issued by Rapid7, Inc.
RAPID7 INC: UBS Group AG Holds 6.3% Equity Stake
------------------------------------------------
UBS Group AG disclosed in a Schedule 13G filed with the U.S.
Securities and Exchange Commission that as of September 30, 2024,
it beneficially owned 3,941,537 shares of Rapid7, Inc.'s Common
Stock, representing 6.3% of the shares outstanding.
A full-text copy of UBS Group AG's SEC Report is available at:
https://tinyurl.com/wvvdw353
About Rapid7 Inc.
Rapid7, Inc. (Nasdaq: RPD) provides cybersecurity services.
Rapid7 reported a net loss of $149.26 million for the year ended
December 31, 2023, compared to a net loss of $124.7 million for the
year ended December 31, 2022. As of June 30, 2024, Rapid7 had $1.5
billion in total assets, $1.6 billion in total liabilities, and
$52.9 million in total stockholders' deficit.
* * *
Egan-Jones Ratings Company on October 10, 2023, maintained its 'CC'
foreign currency and local currency senior unsecured ratings on
debt issued by Rapid7, Inc.
RECOMBINETICS INC: Hits Chapter 11 Bankruptcy With $7.7MM in Debt
-----------------------------------------------------------------
Victor Stefanescu of The Minnesota Star Tribune reports that
Recombinetics, the Eagan-based gene-editing company known for its
hornless dairy bulls, has filed for Chapter 11 bankruptcy after
incurring a net loss of over $2.6 million between January and
August 2024.
In a petition submitted to U.S. Bankruptcy Court in Delaware on
November 11, 2024, the company disclosed total liabilities of $7.7
million as of August 31, 2024. The 18-person firm specializes in
editing animal cells and embryos for use in agriculture and
healthcare, the report states.
According to The Minnesota Star Tribune, citing a court filing,
Trans Ova Genetics, an Iowa-based company focused on reproductive
technology for animals, has proposed acquiring all of
Recombinetics' assets for $4.1 million. Without this offer, the
company would have pursued liquidation bankruptcy, which would have
resulted in the closure of the business.
In 2020, Recombinetics acquired a controlling interest in Makana
Therapeutics, which specializes in developing gene-edited pigs, and
later sold this stake in the fall of 2023, the report relates. The
sale raised $47.4 million, including $3.5 million in cash, in an
effort to sustain the business. Despite the capital infusion, the
company still lacked sufficient liquid assets, Morelli noted in the
court filing. Recombinetics attempted to secure additional funding
but was unsuccessful.
From January to August, the company experienced a cash loss
exceeding $2 million, leaving it with about $353,700 in cash as of
August 31, 2024, according to financial records. The company's
total assets amount to approximately $1.7 million, with $6 million
in equity.
About Recombinetics Inc.
Recombinetics Inc. is an Egan-based gene-editing company known for
its hornless dairy bulls.
Recombinetics Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy (Bankr. D. Del. Case No. 24-12593) on November 11, 2024.
In its petition, the Debtor reports estimated total assets of $1.7
million and estimated total liabilities of $7.7 million.
The Debtor is represented by Ian J. Bambrick of Faegre Drinker
Biddle & Reath LLP.
RED RIVER: Future Claims Representative Approved in Chapter 11
--------------------------------------------------------------
Rick Archer of Law360 Bankruptcy Authority reports that on November
12, 2024, a Texas bankruptcy judge appointed a future claims
representative for the Chapter 11 case of Johnson & Johnson's talc
unit. The representative previously held this role during the
parent company's two prior bankruptcy attempts to address asbestos
liabilities.
About J&J Talc Units
LLT Management, LLC (formerly known as LTL Management LLC) was a
subsidiary of Johnson & Johnson that was formed to manage and
defend thousands of talc-related claims and oversee the operations
of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue
streams, including royalty revenue streams based on third-party
sales of LACTAID, MYLANTA/MYLICON and ROGAINE products.
LTL Management first filed a petition for Chapter 11 protection
(Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was
transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov.
16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time
of the filing, the Debtor was estimated to have $1 billion to $10
billion in both assets and liabilities.
In the 2021 case, LTL Management tapped Jones Day and Rayburn
Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP
and Shook, Hardy & Bacon LLP as special counsel; McCarter &
English, LLP as litigation consultant; Bates White, LLC as
financial consultant; and AlixPartners, LLP as restructuring
advisor. Epiq Corporate Restructuring, LLC, served as the claims
agent.
On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9
reconstituted the talc claimants' committee and appointed two
separate committees: (i) the official committee of talc claimants
I, which represents ovarian cancer claimants, and (ii) the official
committee of talc claimants II, which represents mesothelioma
claimants.
The official committee of talc claimants I tapped Genova Burns LLC,
Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its
legal counsel. Meanwhile, the official committee of talc claimants
II is represented by the law firms of Cooley LLP, Bailey Glasser
LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and
Sherman Silverstein Kohl Rose & Podolsky P.A.
Re-Filing of Chapter 11 Petition
On Jan. 30, 2023, a panel of the Third Circuit issued an opinion
directing this Court to dismiss the 2021 Chapter 11 Case on the
basis that it was not filed in good faith. Although the Third
Circuit panel recognized that the Debtor "inherited massive
liabilities" and faced "thousands" of future claims, it concluded
that the Debtor was not in financial distress before the filing.
On March 22, 2023, the Third Circuit entered an order denying the
Debtor's petition for rehearing. The Third Circuit entered an order
denying LTL's stay motion on March 31, 2023, and, on the dame day,
issued its mandate directing the Bankruptcy Court to dismiss the
2021 Chapter 11 Case.
The Bankruptcy Court entered an order dismissing the 2021 Case on
April 4, 2023.
Johnson & Johnson on April 4, 2023, announced that its subsidiary
LTL Management LLC (LTL) has re-filed for voluntary Chapter 11
bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain
approval of a reorganization plan that will equitably and
efficiently resolve all claims arising from cosmetic talc
litigation against the Company and its affiliates in North
America.
In the new filing, J&J said it has agreed to contribute up to a
present value of $8.9 billion, payable over 25 years, to resolve
all the current and future talc claims, which is an increase of
$6.9 billion over the $2 billion previously committed in connection
with LTL's initial bankruptcy filing in October 2021. LTL also has
secured commitments from over 60,000 current claimants to support a
global resolution on these terms.
In August 2023, U.S. Bankruptcy Judge Michael Kaplan in Trenton,
New Jersey, ruled that the second bankruptcy case should be
dismissed.
3rd Try
In May 2024, J&J announced its subsidiary LLT Management LLC is
soliciting support for a consensual prepackaged bankruptcy plan to
resolve its talc-related liabilities. Under the terms of the plan,
a trust would be funded with over $5.4 billion in the first three
years and more than $8 billion over the course of 25 years, which
J&J calculates to have a net present value of $6.475 billion.
Claimants must cast their vote to accept or reject the Plan by 4:00
p.m. (Central Time) on July 26, 2024. A solicitation package may be
requested at www.OfficialTalcClaims.com or by calling
1-888-431-4056. If the Plan is accepted by at least 75% of voters,
a bankruptcy may be filed under the case name In re: Red River Talc
LLC in a bankruptcy court in Texas or in the bankruptcy court of
another jurisdiction. Epiq Corporate Restructuring, LLC is serving
as balloting and solicitation agent for LLT.
On Sept. 20, 2024, Red River Talc LLC filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Tex. Case No. 24-90505).
Porter Hedges LLP and Jones Day serve as counsel in the new Chapter
11 case. Epiq is the claims agent.
Paul Hastings LLP is counsel to the Ad Hoc Committee of Supporting
Counsel. Randi S. Ellis is the proposed prepetition legal
representative of future claimants.
RED RIVER: US Trustee Objects to Jones Day as Bankruptcy Counsel
----------------------------------------------------------------
James Nani of Bloomberg Law reports that the U.S. Department of
Justice has raised concerns regarding the selection of Jones Day as
bankruptcy counsel for Johnson & Johnson subsidiary, Red River Talc
LLC. The firm previously orchestrated the legal strategy that
resulted in the subsidiary being burdened with mass tort
liabilities, according to the report.
Jones Day, the creator of the "Texas Two-Step" tactic aimed at
resolving widespread personal injury claims through bankruptcy,
should not represent J&J's Red River Talc LLC in its Chapter 11
proceedings, according to an objection filed by the Justice
Department's bankruptcy monitor, the US Trustee, in the US
Bankruptcy Court for the Southern District of Texas.
About J&J Talc Units
LLT Management, LLC (formerly known as LTL Management LLC) was a
subsidiary of Johnson & Johnson that was formed to manage and
defend thousands of talc-related claims and oversee the operations
of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue
streams, including royalty revenue streams based on third-party
sales of LACTAID, MYLANTA/MYLICON and ROGAINE products.
LTL Management first filed a petition for Chapter 11 protection
(Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was
transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov.
16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time
of the filing, the Debtor was estimated to have $1 billion to $10
billion in both assets and liabilities.
In the 2021 case, LTL Management tapped Jones Day and Rayburn
Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP
and Shook, Hardy & Bacon LLP as special counsel; McCarter &
English, LLP as litigation consultant; Bates White, LLC as
financial consultant; and AlixPartners, LLP as restructuring
advisor. Epiq Corporate Restructuring, LLC, served as the claims
agent.
On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9
reconstituted the talc claimants' committee and appointed two
separate committees: (i) the official committee of talc claimants
I, which represents ovarian cancer claimants, and (ii) the official
committee of talc claimants II, which represents mesothelioma
claimants.
The official committee of talc claimants I tapped Genova Burns LLC,
Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its
legal counsel. Meanwhile, the official committee of talc claimants
II is represented by the law firms of Cooley LLP, Bailey Glasser
LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and
Sherman Silverstein Kohl Rose & Podolsky P.A.
Re-Filing of Chapter 11 Petition
On Jan. 30, 2023, a panel of the Third Circuit issued an opinion
directing this Court to dismiss the 2021 Chapter 11 Case on the
basis that it was not filed in good faith. Although the Third
Circuit panel recognized that the Debtor "inherited massive
liabilities" and faced "thousands" of future claims, it concluded
that the Debtor was not in financial distress before the filing.
On March 22, 2023, the Third Circuit entered an order denying the
Debtor's petition for rehearing. The Third Circuit entered an order
denying LTL's stay motion on March 31, 2023, and, on the dame day,
issued its mandate directing the Bankruptcy Court to dismiss the
2021 Chapter 11 Case.
The Bankruptcy Court entered an order dismissing the 2021 Case on
April 4, 2023.
Johnson & Johnson on April 4, 2023, announced that its subsidiary
LTL Management LLC (LTL) has re-filed for voluntary Chapter 11
bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain
approval of a reorganization plan that will equitably and
efficiently resolve all claims arising from cosmetic talc
litigation against the Company and its affiliates in North
America.
In the new filing, J&J said it has agreed to contribute up to a
present value of $8.9 billion, payable over 25 years, to resolve
all the current and future talc claims, which is an increase of
$6.9 billion over the $2 billion previously committed in connection
with LTL's initial bankruptcy filing in October 2021. LTL also has
secured commitments from over 60,000 current claimants to support a
global resolution on these terms.
In August 2023, U.S. Bankruptcy Judge Michael Kaplan in Trenton,
New Jersey, ruled that the second bankruptcy case should be
dismissed.
3rd Try
In May 2024, J&J announced its subsidiary LLT Management LLC is
soliciting support for a consensual prepackaged bankruptcy plan to
resolve its talc-related liabilities. Under the terms of the plan,
a trust would be funded with over $5.4 billion in the first three
years and more than $8 billion over the course of 25 years, which
J&J calculates to have a net present value of $6.475 billion.
Claimants must cast their vote to accept or reject the Plan by 4:00
p.m. (Central Time) on July 26, 2024. A solicitation package may be
requested at www.OfficialTalcClaims.com or by calling
1-888-431-4056. If the Plan is accepted by at least 75% of voters,
a bankruptcy may be filed under the case name In re: Red River Talc
LLC in a bankruptcy court in Texas or in the bankruptcy court of
another jurisdiction. Epiq Corporate Restructuring, LLC is serving
as balloting and solicitation agent for LLT.
On Sept. 20, 2024, Red River Talc LLC filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Tex. Case No. 24-90505).
Porter Hedges LLP and Jones Day serve as counsel in the new Chapter
11 case. Epiq is the claims agent.
Paul Hastings LLP is counsel to the Ad Hoc Committee of Supporting
Counsel. Randi S. Ellis is the proposed prepetition legal
representative of future claimants.
REFRESHING USA: Hires Hilco Real Estate as Real Estate Consultant
-----------------------------------------------------------------
Refreshing USA, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to employ Hilco Real Estate, LLC
as real estate consultant.
The firm will market and sell the following Debtor's real
properties:
a. 204 NWW Road, San Antonio, TX;
b. 516 Veterans Memorial Blvd., Harker Heights, TX 76548;
c. 602 S Meadow Ave, Odessa, TX 79761;
d. 8825 S 228th St Kent, WA, 98031;
e. 14026 S Harrison Ave, Posen, IL 60469;
f. 3740 152nd St NE, Marysville, WA 98271;
g. 1606 N West St, Flagstaff, AZ 86004;
h. 1610 N West St, Flagstaff, AZ 86004;
i. 1612 N West St, Flagstaff, AZ 86004;
j. 770 E 39th Ave., Apache Junction, AZ 85119;
k. 1771 W Superstition Blvd., Apache Junction, AZ 85120;
l. 585 S Winchester, Apache Junction, AZ 85199;
m. 2428 West Broadway, Apache Junction, AZ 85120.
The firm will be paid as follows:
a. 6 percent for each Property with Gross Sales Proceeds up to
$2,000,000;
b. 5 percent for each Property with of the Gross Sales
Proceeds from $2,000,001 to $3,000,000; and
c. 4 percent for each Property with Gross Sales Proceeds over
$3,000,001.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jeffrey Azuse, an Executive Vice President at Hilco Real Estate,
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:
Jeffrey Azuse
Hilco Real Estate Auctions LLC
5 Revere Drive Suite 206
Northbrook, IL 60062
Tel: (847) 418-2703
(847) 418-2725
About Refreshing USA, LLC
Alleged creditors filed an involuntary Chapter 11 petition for
Refreshing USA, LLC (Bankr. S.D. Tex. Case No. 24-33919) on August
27, 2024. The alleged petitioners are Donald E. Bonnie L. Gray of
Revocable Living Trust, Tyler Hellman and Annamarie Briggs. The
petitioners are represented by Ericka F. Johnson, Esq. and Steven
D. Adler, Esq. at BAYARD, P.A.
Judge Judge Jeffrey P. Norman presides over the case.
RIVERSIDE FARMERS: Hires Wolff & Orenstein LLC as Attorney
----------------------------------------------------------
Riverside Farmers, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Maryland to employ Wolff & Orenstein, LLC
as attorney.
The firm's services include:
a. providing the Debtor with legal advice with respect to its
powers and duties as a Debtor-in-Possession and in the operation of
its business and management of its assets;
b. representing the Debtor in defense of proceedings
instituted to reclaim property or to obtain relief from the
automatic stay under § 362(a) of the Bankruptcy Code;
c. preparing any necessary applications, motions, answers,
orders, reports and other pleadings, and appearing on the Debtor's
behalf in proceedings instituted by or against the Debtor;
d. assisting the Debtor in the preparation of schedules,
statements of financial affairs, and any amendments thereto that
the Debtor may be required to file in this case;
e. assisting the Debtor in the preparation of a plan of
reorganization;
f. representing the Debtor at any hearings before this Court
and/or meetings with the Office of the United States Trustee or the
Subchapter V Trustee;
g. assisting the Debtor with all bankruptcy legal work or
other legal services for the Debtor that may be necessary or
desirable in the course of this case.
The firm will be paid at these rates:
Jeffrey M. Orenstein $490 per hour
Matthew E. Abbott $290 per hour
Paralegal/legal assistants $150 per hour
On August 9, 2024, the firm received from the Debtor a retainer in
the amount of $3,500 to be applied towards pre-petition services
rendered in evaluating the Debtor's financial circumstances and
providing advice as to how the Debtor might proceed. On September
3, 2024, an additional payment of $7,500 was received on account of
pre-petition services that had been and would be provided by the
firm, and for post-petition services rendered and expenses incurred
in connection with the Chapter 11 proceeding. After application of
those amounts to firm's time for pre-petition services, which W&O
discounted to $4,500 and the case filing fee of $1,738, there
remains a balance of $4,762 held by the firm in its trust account.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jeffrey M. Orenstein, Esq., a partner at Wolff & Orenstein, 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:
Jeffrey M. Orenstein, Esq.
Wolff & Orenstein, LLC
15245 Shady Grove Road
Suite 465, North Lobby
Rockville, MD 20850
Tel: (301) 250-7232
Email: jorenstein@wolawgroup.com
About Riverside Farmers, LLC
Riverside Farmers, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Md. Case No. 24-19406) on November
6, 2024. In the petition signed by Kevin Bobkoskie,
owner/principal, the Debtor disclosed up to $500,000 in assets and
up to $500,000 in liabilities.
Matthew Abbott, Esq., at Wolff & Orenstein LLC, represents the
Debtor as legal counsel.
SAMYS OC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Samys OC, LLC
118 E Laurel
Garden City, KS 67846
Chapter 11 Petition Date: November 14, 2024
Court: United States Bankruptcy Court
District of Kansas
Case No.: 24-11166
Judge: Hon. Mitchell L Herren
Debtor's Counsel: Nicholas R. Grillot, Esq.
HINKLE LAW FIRM LLC
1617 N. Waterfront Parkway, Suite 400
Wichita, KS 67206
Tel: 316-267-2000
Fax: 316-264-1518
Email: ngrillot@hinklaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by Amro M. Samy 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/A76EJQY/Samys_OC_LLC__ksbke-24-11166__0001.0.pdf?mcid=tGE4TAMA
SEASONAL LANDSCAPE: Gets OK to Use Cash Collateral Thru Nov. 30
---------------------------------------------------------------
Seasonal Landscape Solutions, Inc. received interim approval from
the U.S. Bankruptcy Court for the Northern District of Illinois to
use the cash collateral of BMO Harris Bank, N.A. until Nov. 30.
The interim order required the company to adhere to its projected
budget for November, which shows total projected expenses of
$404,332.
BMO Harris Bank holds a senior lien on the company's assets
totaling at least $495,000, with subordinate liens by the U.S.
Small Business Administration. The bank will be granted an
administrative expense claim and a replacement lien in
substantially all of the company's assets.
The next hearing is scheduled for Nov. 26.
About Seasonal Landscape Solutions
Seasonal Landscape Solutions, Inc. is a company in Algonquin, Ill.,
which specializes in residential design-build landscaping.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-08880) on June 17,
2024, with $500,000 to $1 million in assets and $1 million to $10
million in liabilities. Ira Bodenstein serves as
Subchapter V trustee.
Judge Janet S. Baer presides over the case.
Richard G. Larsen, Esq., at Springerlarsen, LLC represents the
Debtor as legal counsel.
SEELOS THERAPEUTICS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Seelos Therapeutics, Inc.
300 Park Avenue
2d Floor
New York, NY 10022
Case No.: 24-11987
Chapter 11 Petition Date: November 16, 2024
Court: United States Bankruptcy Court
Southern District of New York
Debtor's Counsel: Gabriel Del Virginia, Esq.
LAW OFFICE OF GABRIEL DEL VIRGINIA
30 Wall Street 12th Floor
New York NY 10005
Tel: 212-371-5478
Email: gabriel.delvirginia@verizon.net
Estimated Assets: $0 to $50,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by Raj Mehra as CEO.
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/LFJ7JPQ/SEELOS_THERAPEUTICS_INC__nysbke-24-11987__0001.0.pdf?mcid=tGE4TAMA
SELECT MEDICAL: Moody's Affirms 'Ba3' CFR, Outlook Remains Stable
-----------------------------------------------------------------
Moody's Ratings affirmed the ratings of Select Medical Holdings
Corporation, including the Corporate Family Rating at Ba3 and
Probability of Default Rating at Ba3-PD. Moody's also affirmed the
B1 ratings of Select Medical Corporation's (a wholly owned
subsidiary of Select Medical Holdings Corporation) senior unsecured
notes rating at B1. At the same time, Moody's assigned a Ba1 rating
to the new senior secured bank credit facility, including the new
senior secured first lien term loan B and the new senior secured
first lien revolving credit facility. No action was taken on the
ratings of the existing senior secured bank credit facilities,
because these facilities will be refinanced and their ratings will
be withdrawn upon transaction close. The Speculative Grade
Liquidity Rating ("SGL") is unchanged at SGL-1. The outlooks for
both entities remain stable.
Proceeds from the offering will be used for general corporate
purposes which includes the repayment of outstanding borrowings
under the existing credit facilities and pay related fees and
expenses.
The affirmation of the Ba3 CFR reflects Moody's expectation of
mid-single digit revenue growth and solid operating performance.
Following the July 2024 spin-off of Concentra Group Holdings
Parent, Inc. (Concentra) pro forma adjusted debt/EBITDA has
declined to 4.1x as of September 30, 2024. Select Medical will
continue to invest in growth, and leverage will likely remain in
the 3.5x-4.0x range. Moody's anticipate that credit metrics will
continue to improve as the company focuses on its three main
business lines. Supporting the rating is Select Medical's
significant scale and good business diversity despite the spin-off
of the company's occupational health segment, and leading market
positions in each of its business segments.
The assignment of the Ba1 ratings on the new senior secured credit
facility reflects the benefit of first loss absorption provided by
the unsecured notes in the capital structure. The affirmation of
the B1 rating on the existing senior unsecured notes reflects the
significant amount of secured debt that would recover ahead of the
unsecured noteholders.
RATINGS RATIONALE
The Ba3 CFR is constrained by Select Medical's moderate leverage.
Moody's anticipate margins and leverage will improve from expected
increase in reimbursement rates from Medicare. Medicare
reimbursement rates for 2025 will increase 2.6% for long-term care
facilities and rise 1.97% for inpatient rehabilitation services,
both of which will aid in margin expansion.
Supporting the rating is Select's significant scale and good
business diversity and leading market positions in each of its
business segments. The company's outpatient rehabilitation business
provides both payer and geographic diversity, with limited exposure
to government payors. Moody's anticipate that earnings growth over
the next 12-18 months will come from tuck-in acquisitions, the
maturation of recently opened critical illness recovery hospitals
and an enhanced referral network. The rating also benefits from
Select's solid free cash flow generation.
The stable outlook reflects Moody's expectation that Select Medical
will maintain solid credit metrics but will also remain highly
reliant on Medicare and vulnerable to potential reimbursement
changes. Moody's anticipate that Select Medical will continue to
operate with debt/EBITDA in the 3.5x-4.0x range.
The SGL-1 reflects Moody's view that Select Medical's liquidity
will be very good over the next 12 months. Select Medical will have
about $16 million of cash pro forma for the transaction, and $590
million of availability under its $600 million revolving credit
facility. Moody's believe that the company's operating cash flow
will be more than sufficient to cover basic cash requirements and
that the company will generate roughly $30-40 million of positive
free cash flow annually. Moody's forecast that Select Medical will
ramp up its capex spending, which will somewhat impact free cash
flow. Moody's anticipate that Select Medical will maintain good
cushion under its financial covenant following the debt pay down.
Select Medical's CIS-3 indicates that ESG considerations have a
limited impact on the current credit rating with potential for
greater negative impact over time. This reflects Select Medical's
exposure to social risk considerations (S-4) and governance risk
considerations (G-3). Social risk considerations are related to
risks associated with demographic and societal trends such as the
rising concerns around the access and affordability of healthcare
services. Select Medical is also exposed to labor pressures and
human capital constraints as the company relies on highly
specialized labor to provide its services. Governance risk
considerations reflect Select Medical's moderately aggressive
financial policy to support the company's rapid expansion through a
combination of new facilities and acquisitions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Select Medical sustains
debt/EBITDA below 3.25x while maintaining good liquidity,
sufficient financial flexibility and good business diversification
to absorb potential future negative regulatory developments and
reimbursement changes.
The ratings could be downgraded if liquidity weakens or if Select
Medical experiences adverse developments in Medicare regulations or
reimbursement that result in contracting profit margins or cash
flow coverage metrics. A downgrade could also occur if the company
makes a material debt-funded acquisition or shareholder initiative,
or if debt/EBITDA is sustained above 4.25x.
Select Medical Corporation, headquartered in Mechanicsburg, PA,
provides long-term acute care services and inpatient acute
rehabilitative care through its critical illness recovery and
rehabilitation hospital segments. Select also provides physical,
occupational, and speech rehabilitation services through its
outpatient rehabilitation segment. As of September 30, 2024, Select
Medical operated 106 critical illness recovery hospitals in 28
states, 34 rehabilitation hospitals in 13 states, 1,925 outpatient
rehabilitation clinics in 39 states and the District of Columbia.
At September 30, 2024, Select Medical had operations in 46 states
and the District of Columbia. Pro forma for the spin-off of
Concentra, revenue is approximately $5.1 billion LTM September 30,
2024.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
SERINDEEP INTERNATIONAL: Hires Premier as Real Estate Broker
------------------------------------------------------------
Serindeep International Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Premier Elite Realty Inc. as real estate broker.
The firm will assist in marketing and selling the Debtor's real
property located at 9749 SW 111th Terrace, Miami, FL 33176.
The firm will be paid a commission of 3.5 percent of the gross
sales price.
Priya Khemlani, a partner at Premier Elite 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:
Priya Khemlani
Premier Elite Realty Inc.
13827 S Dixie Hwy,
Miami, FL 33176
Tel: (305) 279-8814
About Serindeep International Inc.
Serindeep International Inc., a Miami-based company, filed Chapter
11 petition (Bankr. S.D. Fla. Case No. 24-17241) on July 19, 2024,
with $1 million to $10 million in both assets and liabilities.
Sivakumar Sinnarajah, president, signed the petition.
Judge Robert A. Mark oversees the case.
The Debtor is represented by James B. Miller, Esq., at James B.
Miller, P.A.
SERIOUS DOGS: Unsecureds to Split $83K in Consensual Plan
---------------------------------------------------------
Serious Dogs, LLC d/b/a Serious Dogs & Brews, filed with the U.S.
Bankruptcy Court for the Western District of Michigan a Plan of
Reorganization under Subchapter V dated October 1, 2024.
The Debtor operates a bar and restaurant located at 55 S. 20th
Street, Battle Creek, Michigan 49015. The Debtor was organized in
the State of Michigan on February 27, 2020, and is currently doing
business as Serious Dogs & Brews, LLC.
Thomas Woodin is Debtor's sole member and manager. The Debtor is a
family-owned sports bar and restaurant. The Debtor initially opened
with the intention of operating as a food truck; however, after a
few months, the Debtor transformed into a casual restaurant,
allowing customers to "order and go" – offering food only.
As demonstrated by Debtor's "Cash Flow Projections," the Debtor's
projected revenue is sufficient to fund the payments required under
this Plan, including: (i) its ongoing costs of operation; (ii)
payment to the Great Lakes for its secured claim; (iii) all
administrative and priority claims; and (iv) a reasonable
distribution to its unsecured creditors.
Post filing of the Debtor's Petition, the Debtor was able to
generate sufficient revenue to pay its ongoing operational costs,
pay Great Lakes $3,055.65 per month, and generate net income.
Debtor's ability to pay its ongoing operational costs, pay Great
Lakes, and generate additional net disposable income was further
confirmed by its operations while acting as DIP during this
proceeding.
Under Debtor's Plan, all impaired claims receive better treatment
than they would in a Chapter 7 liquidation, including: (i) payment
of Great Lake's secured claim of at the monthly payment of
$3,055.65, until paid in full; (ii) full payment of all
administrative claims and unsecured claims entitled to priority;
and (iii) $82,920.00 ($1,382.00 per month for 60 months) paid to
general unsecured creditors at a pro rata basis.
Class 4 consists of Unsecured, Non-Priority Claims. WebBank,
UnitedFirst, Funding Metric, LLC, and Retail Capital LLC's claims
shall be treated as wholly unsecured. The Debtor estimates that the
unsecured non-priority claims in this estate will be approximately
$266,702.73.
Treatment in Consensual Plan
If Debtor's plan is confirmed as "consensual," within the meaning
of Section 1191(a) of the Bankruptcy Code, then General Unsecured
Claims shall receive a pro rata share of $82,920.00 (the
"Consensual General Unsecured Claim Base"), less any administrative
claims that are accrued before or after the Petition Date, and less
any unsecured priority claims that were accrued prior to the
Debtor's Petition Date, which shall be paid prior to any general
non-priority unsecured creditor in a consensual plan. The
Consensual General Unsecured Claim Base shall be satisfied through
pro rata semi-annual payments of at least $8,295.00. The
semi-annual payments of at least $8,292.00 shall be paid on or
before the first day of December and the first day of May until the
total base has been distributed to creditors. The first semi-annual
payment shall be due on or before December 1, 2024.
Treatment in Non-Consensual Plan
If Debtor's Plan is confirmed as "non-consensual," then the General
Unsecured Claims shall receive a pro rata share of $49,752.00 (the
"Non-Consensual General Unsecured Claim Base"), less any
administrative claims that are accrued before or after the Petition
Date, and less any unsecured priority claims that were accrued
prior to the Debtor's Petition Date, which shall be paid prior to
any general non-priority unsecured creditor in a non-consensual
plan. Debtor's Plan must provide for all its "projected disposable
income," (emphasis added) for 36 to 60 months. Debtor's projected
disposable income is $1,382.00 per month.
However, in a non-consensual plan, Debtor will continue to incur
additional administrative costs, which will effectively reduce
Debtor's projected disposable income per month under a
non-consensual plan. Accordingly, Debtor asserts that General
Unsecured Creditors receive a significantly higher distribution
under its proposed consensual distributions.
Under either consensual or non-consensual confirmation General
Unsecured Claims will, in addition to the distributions provided,
also receive pro rata distributions of the net proceeds, after
reduction for costs and administrative fees as approved by the
Court, recovered under any Avoidance Actions or Third-Party
Claims.
Class 5 consists of Woodin's equity interest in Debtor. Woodin
shall retain his Membership Interest.
Payments required under the Plan will be made from: (i) Debtor's
sales revenue as projected in Debtor's Cash Flow Projection, and
(ii) funds recovered from third-party claims.
A full-text copy of the Plan of Reorganization dated October 1,
2024 is available at https://urlcurt.com/u?l=kWJhvc from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Emily J. Gudwer, Esq.
CBH Attorneys & Counselors, PLLC
25 Division S., Suite 500
Grand Rapids, Michigan 49503
Telephone: (616) 608-3061
About Serious Dogs, LLC d/b/a Serious Dogs & Brews
Serious Dogs, LLC operates a bar and restaurant located at 55 S.
20th Street, Battle Creek, Michigan 49015.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Mich. Case No. 24-01779) on July 3,
2024, with $100,001 to $500,000 in assets and $500,001 to $1
million in liabilities.
Judge Scott W. Dales presides over the case.
Emily Jo Gudwer, Esq., at CBH Attorneys & Counselors, is the
Debtor's legal counsel.
SHIFTPIXY INC: Hires Hilco as Intangible Assets Disposition Agent
-----------------------------------------------------------------
Shiftpixy, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Hilco IP Services, LLC d/b/a Hilco Streambank as intangible assets
disposition agent.
The firm will provide these services:
a. collect and secure all of the available information and
other data concerning the various intellectual property assets of
the Debtor which includes brands and trademarks, domain names,
customer data, business data, copyrights, patents, software,
license agreements, IP addresses, and the like (the "Intangible
Assets") as well as any documents, schematics, images and the like
related to the Intangible Assets;
b. prepare marketing materials designed to inform potential
purchasers of the availability of Assets for sale, assignment,
license, or other disposition;
c. develop and execute a sales and marketing program designed
to elicit proposals to acquire the Assets from qualified acquirers
with a view toward completing one or more sales, assignments,
licenses or other dispositions of the Assets; and
d. assist the Debtors in connection with the transfer of the
Assets to the acquirer(s) who offer the highest or otherwise best
consideration for the Assets.
The firm will be paid at these rates:
-- 15 percent of the amount of aggregate Gross Proceeds up to
and including $2 million; plus
-- 20 percent of the amount of aggregate Gross Proceeds above
$2 million.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Richelle Kalnit, a partner at Hilco IP Services, LLC d/b/a Hilco
Streambank, 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:
Gabriel Fried
Hilco IP Services, LLC
1500 Broadway, 26th Floor
New York, NY 10036
Tel: (212) 610-5601
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
SIYATA MOBILE: Secures New $2.5 Million Order from EMS Organization
-------------------------------------------------------------------
Siyata Mobile Inc. announced on November 4, 2024, that it has
received an order valued at $2.5 million for its PTT handsets as
well its Real Time View devices from an existing customer, an
international EMS organization.
The Company expects to deliver the order in the first quarter of
2025.
Marc Seelenfreund, CEO of Siyata, commented, "Growing our business
with existing customers is a testament to the positive impact our
devices are having on operations as well as the deep relationships
that we cultivate with our customers. Time and again our devices
are being proven as rugged, reliable and effective for enhancing
communications when deployed by lifesaving EMS customers, thereby
leading to follow on orders. We are pleased to expand our presence
with this major first responder organization."
About Siyata Mobile
British Columbia, Canada-based Siyata Mobile Inc. is a B2B global
developer and vendor of next-generation Push-To-Talk over Cellular
handsets and accessories. Its portfolio of rugged PTT handsets and
accessories enables first responders and enterprise workers to
instantly communicate over a nationwide cellular network of choice,
to increase situational awareness and save lives. Police, fire, and
ambulance organizations as well as schools, utilities, security
companies, hospitals, waste management companies, resorts and many
other organizations use Siyata PTT handsets and accessories.
Jerusalem, Israel-based Barzily and Co., the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated April 3, 2024, citing that the Company has suffered recurring
losses from operations, high accumulated losses, outstanding bank
loan and an outstanding balance in respect of the sale of future
receipts, that raise substantial doubt about its ability to
continue as a going concern.
Siyata Mobile incurred a net loss of $12,931,794 during the year
ended December 31, 2023, compared to a net loss of $15,299,251 in
2022. As of June 30, 2024, Siyata Mobile had a cash balance of $2.7
million compared to $0.9 million as of December 31, 2023.
SKIN LOGIC: Selling Spa Business to Dr. Leila Kump for $1.15-Mil.
-----------------------------------------------------------------
Stephen A. Metz, Subchapter V trustee for Skin Logic, LLC, seeks
approval from the U.S. Bankruptcy Court for the Eastern District of
Virginia, Alexandria Division, to sell substantially all of the
Debtor's assets to Dr. Leila Kump or designated assignee Aria Elite
LLC.
The Debtor is a Virginia corporation with its principal place of
business at 2 Pidgeon Hill Drive, Sterling, Virginia 20165. The
Debtor trades as Aria Medi Spa, operating a premiere day spa. The
Debtor provides services ranging from advanced laser treatments to
yoga classes, all the while furnishing a topnotch massage therapy
menu in a relaxed and inviting environment.
The Debtor has worked with broker, Mark Irion of Transworld
Business Advisors of Richmond VA, for the marketing of the assets
prior to the petition date.
The Trustee employs Mark Irion and Transworld Business Advisors of
Richmond VA as Broker to the Estate.
The Trustee proposed to sell Debtor's assets to Harpreet Singh for
$2,000,000 and attached a term sheet. When the Trustee filed the
Singh Sale Motion, Harpreet Singh had not executed a formal asset
purchase agreement. Subsequently, Harpreet Singh decided not to
proceed with the purchase of the Debtor's assets. However, a few
weeks prior to the filing of the instant Motion, Mr. Singh stated
his intention to purchase the Debtor's asset for $1,700,000 subject
to the execution of an asset purchase agreement.
The Trustee has given notice of the potential assumption and
assignment of Debtor's non-residential real property lease with BNG
Group, LLC, and stated that the Original Lease will be amended by
an Amended and Restated Deed of Lease, and that the Trustee shall
cure any monetary defaults pursuant to an agreement to be reached
between BNG Group, LLC and the Trustee.
The Trustee has also notified of the potential assumption and
assignment of executory contracts with The Elex Group, LEAF
Commercial Capital, MindBody Processing and Accupay Payroll. With
respect to The Elex Group, the Second Assumption Notice stated that
all amounts due but unpaid shall be paid at the closing of any sale
approved by the Court. The Second Assumption Notice stated that the
other executory contracts had a $0.00 cure.
The Trustee and Dr. Leila Kump or designated assignee Aria Elite
LLC have executed an agreement to purchase the Debtor's assets for
$1,150,000.00.
The Trustee believes that the Debtor's secured creditors of the
Debtor including, Small Business Administration, EagleBank, and
Cadence Bank, will be paid in full and/or consent to the proposed
sale by communicating with their counsel to reach an agreement with
them concerning their respective treatment as secured creditors.
The administrative professional fees incurred in the Motion
include:
-- Trustee has billed hourly fees of approximately $88,000.00;
-- SPS Consulting LLC has billed hourly fees of approximately
$24,000.00;
-- Bassman, Adelman & Weiss, P.C. has billed hourly fees of
approximately $3,630.50;
-- On a sale of $1,150,000.00, Transworld Business Advisors of
Richmond VA (Trustee's broker) will be entitled to a commission of
$112,000
About Skin Logic, LLC
Skin Logic, LLC provides medical aesthetics and skin enrichment
medical services. The Company offers consultations and clinical
treatments conducted by medical aestheticians, massage therapists,
aesthetic nurse practitioners, plastic surgeons, and other licensed
professionals.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Va. Case No. 23-11352) on August 24,
2023. In the petition signed by Valeria Gunkova, managing member,
the Debtor disclosed $2,475,296 in total assets and $19,101,671 in
total liabilities.
Judge Klinette H Kindred presides over the case.
Maurice Verstandig, Esq., at The Belmont Firm, represents the
Debtor as legal counsel.
Stephen A. Metz was appointed as trustee in this Chapter 11 case.
He tapped SPS Consulting LLC as his accountant and Bassman, Adelman
& Weiss, PC as tax accountant.
SL BEVERAGE: Plan Exclusivity Period Extended to Jan. 27, 2025
--------------------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware extended SL Beverage Liquidation, LLC and
its affiliates' exclusive periods to file a plan of reorganization
and obtain acceptance thereof to January 27, 2025, and March 27,
2025, respectively.
As shared by Troubled Company Reporter, the Debtors have sought to
coordinate with the DIP Agent and the Committee regarding a
potential chapter 11 plan of liquidation to ensure payments can be
made to unsecured creditors of the estates following the pivot from
a going concern sale of at least the Salt Life Assets to a full
liquidation of the Debtors' assets. The Debtors anticipate that a
plan of liquidation will be consummated and go effective following
completion of the Liquidation Sales and Court-approval and
consummation of the sales of the Real Estate.
The Debtors explain that the company and its professionals have
expended significant efforts to sufficiently market the Debtor's
assets for sale, conducted a successful Auction that resulted in
purchase prices well over and above the initial bids for the Salt
Life Assets and Soffe Assets as well as two additional bids for
assets, and have already obtained approval of and closed three of
the four Sales. The Debtors require additional time to further
negotiate a chapter 11 plan.
The Debtors explain that unresolved contingencies exist, including,
but not limited to, the completion of the Liquidation Sales and the
sales of the Real Estate, although the Debtors have made
significant progress in these Chapter 11 Cases thus far,
significant. Also, after the establishment and expiration of the
bar date, the Debtors will begin assessing the claims pool, which
is an essential element for an effective chapter 11 plan.
Counsel to the Debtors:
POLSINELLI PC
Christopher A. Ward, Esq.
222 Delaware Avenue, Suite 1101
Wilmington, Delaware 19801
Telephone: (302) 252-0920
Email: cward@polsinelli.com
-and-
Jeremy R. Johnson, Esq.
600 3rd Avenue, 42nd Floor
New York, New York 10016
Telephone: (212) 684-0199
Email: jeremy.johnson@polsinelli.com
-and-
Jerry L. Switzer, Jr., Esq.
150 N. Riverside Plaza, Suite 3000
Chicago, Illinois 60606
Telephone: (312) 819-1900
Email: jswitzer@polsinelli.com
About Delta Apparel
Headquartered in Duluth, Georgia, Delta Apparel, Inc., is a
vertically integrated, international apparel company with 6,800
employees worldwide. The Company designs, manufactures, sources,
and markets a diverse portfolio of core activewear and lifestyle
apparel products under its primary brands of Salt Life, Soffe, and
Delta. The Company specializes in selling casual and athletic
products through a variety of distribution channels and tiers,
including outdoor and sporting goods retailers, independent and
specialty stores, better department stores and mid-tier retailers,
mass merchants, eRetailers, the U.S. military, and through its
business-to business digital platform.
Delta Apparel Inc. and six affiliates filed for Chapter 11
protection in Wilmington, Del., on June 30, 2024, with a deal in
hand to sell its Salt Life brand. The lead case is In re Salt Life
Beverage, LLC (Bankr. D. Del. Lead Case No. 24-11468).
Delta Apparel's assets as of June 1, 2024, total $337,801,000 and
debt total $244,564,000. The petitions were signed by Mr. Pruban.
The Hon. Judge Laurie Selber Silverstein presides over the cases.
Lawyers at Polsinelli PC serve as counsel to the Debtors. Tim
Pruban at Focus Management Group is serving as the Debtors' chief
restructuring officer. MMG Advisors, Inc., serves as investment
banker. Epiq is the claims and noticing agent and administrative
advisor.
SORTIS HOLDINGS: Creditors Seek Liquidation of Northwest Brands
---------------------------------------------------------------
Jonathan Bach of The Oregonian reports that the four creditors of
Sortis Holdings, who assert they are owed a total of $8.3 million,
are petitioning to push the company into bankruptcy and liquidate
its portfolio of Northwest brands.
Sortis Holdings, now operating as SoHi Brands, made large
investments in well-known Northwest brands such as Rudy's
Barbershop, Sizzle Pie, and Bamboo Sushi during the COVID-19
pandemic, the report says.
However, the company's prospects dimmed as business recovery was
sluggish, and its financial strain deepened after an $85 million
acquisition of Ace Group International, the parent company of the
Ace Hotel chain, fell through.
About Sortis Holdings
Sortis Holdings, operating as SoHi Brands, operates as a holding
company. The Company, through its subsidiaries, provides financial
services such as equity capital placement, loan sale advisory, debt
restructuring, valuations, strategic capital management, and
specialty finance.[BN]
SPICEY PARTNERS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Two affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Spicey Partners Real Estate Holdings, LLC (Lead Case) 24-90572
2205 E 33rd Street
Erie, Pennslyvania 16510
Cosmed Group, Inc. 24-90573
28 Narragansett Avenue
Jamestown, Rhode Island 02835
Business Description: Originally named ETO Sterilization, Inc.
(ETO), the company was founded in 1981 to
sterilize medical devices and spices in
Newark, NJ. The Company grew to be among
the largest contract sterilization companies
in the United States, until it divested its
medical device sterilization assets - 5
locations - in 2005 to focus on the food
safety. The Company continues to market
technologies to pasteurize spices, nutmeats
and other agricultural commodities. The
Company recently reentered the medical
device sterilization market and is
manufacturing and selling ethylene oxide
sterilizers, scrubbers and related
accessories.
Chapter 11 Petition Date: November 15, 2024
Court: United States Bankruptcy Court
Southern District of Texas
Judge: Hon. Christopher M Lopez
Debtors' Counsel: David R. Eastlake, Esq.
Emily Nasir, Esq.
GREENBERG TRAURIG, LLP
1000 Louisiana Street, Suite 6700
Houston, Texas 77002
Tel: 713-374-3500
Email: David.Eastlake@gtlaw.com
Emily.Nasir@gtlaw.com
- and -
Nancy A. Peterman, Esq.
Danny Duerdoth, Esq.
GREENBERG TRAURIG, LLP
77 West Wacker Drive, Suite 3100
Chicago, Illinois 60601
Telephone: (312) 456-8400
Facsimile:(312) 456-8435
Emails: PetermanN@gtlaw.com
DuerdothD@gtlaw.com
- and –
Joseph P. Davis III, Esq.
GREENBERG TRAURIG, LLP
One International Place, Suite 2000
Boston, Massachusetts 02110
Telephone: (617) 310-6204
Facsimile: (617) 279-8403
Email: Davisjo@gtlaw.com
Debtors'
Financial
Advisor: RSR CONSULTING, LLC
Debtors'
Noticing &
Claims
Agent: KROLL RESTRUCTURING ADMINISTRATION LLC
Estimated Assets
(on a consolidated basis): $10 million to $50 million
Estimated Liabilities
(on a consolidated basis): $100 million to $500 million
The petitions were signed by David G. Howe as chief operating
officer.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/VA4PJPQ/Spicey_Partners_Real_Estate_Holdings__txsbke-24-90572__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/VLBKD4Q/Cosmed_Group_Inc__txsbke-24-90573__0001.0.pdf?mcid=tGE4TAMA
Law Firms With the Most Significant Representations of Parties With
Cancer-Related EtO Claims against the Debtors:
Entity Nature of Claim Claim Amount
1. Balchem Corporation Trade $80,000
5 Paragon Drive
Montvale, NJ 07645
Phone: 973-209-4388
2. Bosworth Law, LLC EtO Cancer- Unliquidated
123 So. Broad Street, Suite 2040 Related Claims
Philadelphia, PA 19109
Thomas Edward Bosworth
Phone: (267) 928-4183
Email: intake@tombosworthlaw.com
3. Cohen, Placitella & Roth, P.C. EtO Cancer- Unliquidated
127 Maple Avenue Related Claims
Red Bank, New Jersey 07701
Christopher M. Placitella, Esq.
Phone: (732) 747-9003
Email: cplacitella@cprlaw.com
4. Edelson PC EtO Cancer- Unliquidated
350 North LaSalle Street, Related Claims
14th Floor
Chicago, IL 60654
Jay Edelson
Phone: (312) 589-6370
Email: jedelson@edelson.com
5. Eric J. Hertz, P.C. EtO Cancer Unliquidated
8300 Dunwoody Place Suite 210 Related Claims
Atlanta, GA 30350
Eric J Hertz
Phone: (404) 577-8111
Email: hertz@hertz-law.com
6. Klytta & Klytta EtO Cancer- Unliquidated
1645 Birchwood Ave. Related Claims
Des Plaines, IL 600616
Anthony Klytta
Phone: (773) 727-2226
Email: anthonymdk@yahoo.com
7. Napoli Shkolnik PLLC EtO Cancer- Unliquidated
400 Broad Hollow Road - Suite 305 Related Claims
Melville, New York 11747
Robert Gitelman, Esq.
Phone: (212) 397-1000
Email: rgilelman@napolilaw.com
8. Stinar Gould Grieco & Hensley EtO Cancer- Unliquidated
101 N Wacker Drive, Suite 100 Related Claims
Chicago, IL 60606
Bryce Hensley
Phone: (312) 728-7444
Email: bryce@sgghlaw.com
9. ZINNS LAW, LLC EtO Cancer- Unliquidated
4243 Dunwoody Club Drive Suite 104 Related Claims
Atlanta, GA 30350
Sharon J Zinns
Phone: (404) 882-9002
Email: sharon@zinnslaw.com
SPIRIT AIRLINES: Bankruptcy Risk Raises Concerns for Aviation ABS
-----------------------------------------------------------------
Spirit Airlines Inc., an ultra-low-cost carrier headquartered in
Dania Beach, Florida, has experienced financial deterioration in
recent years as the airline has struggled to recover from the
COVID-19 pandemic, with recent headlines indicating that Spirit is
preparing to file for bankruptcy protection.
Spirit is a lessee in six aviation lease asset-backed security
transactions rated by KBRA. While none of the exposures exceeds 10%
of the underlying portfolio value, the transactions may be
susceptible to future cash flow interruption due to further credit
deterioration of the airline. Under bankruptcy protection, Spirit
may elect to either reject or affirm its leases. If a lease is
rejected, asset-backed securities (ABS) cash flows could be
negatively impacted while the related servicer attempts to re-lease
or sell the aircraft. Leases may also be affirmed but restructured,
resulting in lower lease rates, which would also negatively impact
cash flows.
The six KBRA-rated aviation lease ABS transactions that have
exposure to Spirit, based on data from the October 2024 payment
date reports (apart from SLAM 2024-1, which is as of the closing
date), include the following:
-- MAPS 2019-1 Limited with one aircraft, approximately 8.4% by
value, serviced by Merx Aviation Servicing Limited
-- SLAM 2024-1 Limited with two aircraft, approximately 5.5% by
value, serviced by SKY Leasing LLC
-- AASET 2022-1 Limited with two aircraft, approximately 5.4% by
value, serviced by Carlyle Aviation Management Limited
-- Navigator 2024-1 Aviation Limited with two aircraft,
approximately 4.7% by value, serviced by Dubai Aerospace Enterprise
Ltd.
-- AASET 2019-2 Trust with two aircraft, approximately 4.2% by
value, serviced by Carlyle Aviation Management Limited
-- Tailwind 2019-1 Limited with one aircraft, approximately 3.9% by
value, serviced by Airborne Capital Limited
KBRA will continue to monitor developments and report if needed on
potential implications on ITS rated aviation ABS universe.
About KBRA
KBRA is a full-service credit rating agency registered in the U.S.,
the EU, and the UK, and is designated to provide structured finance
ratings in Canada. KBRA's ratings can be used by investors for
regulatory capital purposes in multiple jurisdictions.
About Spirit Airlines
Spirit Airlines Inc. is a major United States ultra-low cost
airline headquartered in Miramar, Florida, in the Miami
metropolitan area.
SPIRIT AIRLINES: Shares Hit Record Low as Bankruptcy Deal Looms
---------------------------------------------------------------
Joel Leon of Bloomberg New reports that Spirit Airlines shares
dropped by as much as 65%, reaching a record intraday low after
Bloomberg reported that the ultra-low-cost carrier was nearing a
debt restructuring agreement with creditors in bankruptcy court. In
a filing, Spirit indicated that the anticipated deal would lead to
the cancellation of its existing equity, the report relates.
As New York trading opened, Spirit shares were down 61% to $1.26,
while competitors gained: JetBlue (+14%), Southwest (+3.1%),
Frontier Group (+4.4%), and Allegiant Travel (+1.5%), the report
states.
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: The Vanguard Group Holds 5.6% Equity Stake
-----------------------------------------------------------
The Vanguard Group disclosed in a Schedule 13G/A Report filed with
the U.S. Securities and Exchange Commission that as of September
30, 2024, it beneficially owned 6,134,851 shares of Spirit Airlines
Inc.'s Common Stock, representing 5.60% of the shares outstanding.
A full-text copy of Vanguard Group's SEC Report is available at:
https://tinyurl.com/4k6n6k5s
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.
SRM-DOUBLE L: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: SRM-Double L, LLC
307 S Warm Springs Way
Heyburn ID 83336
Business Description: SRM-Double L is a farm equipment
manufacturer that specializes in potato
equipment.
Chapter 11 Petition Date: November 14, 2024
Court: United States Bankruptcy Court
District of Idaho
Case No.: 24-40671
Debtor's Counsel: Brian M. Rothschild, Esq.
PARSONS BEHLE & LATIMER
350 Memorial Dr. Suite 300
Idaho Falls ID 83402
Tel: 208-522-6700
Email: brothschild@parsonsbehle.com
Debtor's
Accountant: AMPLEO
Total Assets: $13,849,586
Total Liabilities: $22,804,289
The petition was signed by John Stokes as member.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/4QKVNJY/SRM-Double_L_LLC__idbke-24-40671__0001.0.pdf?mcid=tGE4TAMA
STAFFING 360: Enters Merger Agreement with Atlantic International
-----------------------------------------------------------------
Staffing 360 Solutions, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that the Company,
Atlantic International Corp., and A36 Merger Sub Inc., a Delaware
Corporation and a wholly-owned subsidiary of Atlantic, entered into
an Agreement and Plan of Merger, pursuant to which Merger Sub will
merge with and into Company, with Company surviving as a wholly
owned subsidiary of Atlantic.
Subject to the terms and conditions of the Merger Agreement, upon
completion of the Merger, each share of the issued and outstanding
common stock of the Company, par value $0.00001 per share
immediately prior to the effective time of the Merger, other than
certain excluded shares and dissenting shares, will be canceled and
converted into the right to receive a number of shares of validly
issued, fully paid and nonassessable shares of common stock of
Atlantic, par value of $0.00001 per share, equal to the Exchange
Ratio, with any resulting fractional shares to be rounded to the
nearest whole share.
Representations and Warranties;
Covenants
The Merger Agreement contains representations, warranties and
covenants of each of the parties thereto that are customary for
transactions of this type. In addition, in each case, prior to the
filing with the U. S. Securities and Exchange Commission of a
Registration Statement on Form S-4 in connection with the Merger:
(i) Atlantic has agreed to cause the Atlantic Common Stock to
be uplisted to a national securities exchange and
(ii) Atlantic and the Company have agreed to negotiate and
agree to the terms of amended employment agreements with Brendan
Flood and Alicia Barker, as President and Executive Vice President,
respectively, with such terms including an issuance of 1,263,020
shares of Atlantic Common Stock to each of Brendan Flood and Alicia
Barker, in each case, subject to a six-month vesting period and a
term of three years.
The obligations of each of the Company and Atlantic to consummate
the Merger are subject to certain closing conditions, including,
but not limited to, at or prior to the consummation of the Merger,
the Company having, among other things:
(A) entered into a signed settlement agreement with the appropriate
Jackson Investment Group LLC party, pursuant to which:
(i) all interest accrued and payable to appropriate Jackson
party will be waived or forgiven and
(ii) the principal amount of the outstanding Amended and
Restated Senior Secured 12% Promissory Note and the outstanding 12%
Senior Secured Promissory Note issued to Jackson will be converted
into a certain number of shares of preferred stock of the Company
to be agreed to by the applicable parties which shall then,
depending on certain conditions, be converted to up to 5,600,000
shares of Atlantic Common Stock;
(B) entered into signed agreements, pursuant to which:
(i) any amounts owed in Earned Contingent Cash Payment shall
be converted into 5,000,000 shares of the Company's Series H
Convertible Preferred Stock, following which all such shares Series
H Preferred Stock shall then be converted into 3,500,000 shares of
Atlantic Common Stock; and
(C) entered into a signed agreement with Atlantic and Merger Sub,
pursuant to which the Company shall issue to Chapel Hill Partners,
LP 100,000 shares of Company Common Stock on terms to be mutually
agreed upon. Additionally, pursuant to the Merger Agreement,
Atlantic shall pay to the Company $5,500,000 at the Closing, which
such funds shall be used by the Company solely to repay its
indebtedness.
Pursuant to the Merger Agreement, the Company has also agreed to
hold a special meeting of the stockholders to submit the following
matters to its stockholders for their consideration:
(i) the approval of the receipt of Atlantic Common Stock in
the Merger and the change of control of the Company,
(ii) the authorization of a change in the Board of Directors of
the Company as mutually agreed with Atlantic,
(iii) such other related matters and business as may properly
come before the Special Meeting or any adjournments or
postponements thereof, and
(iv) the adjournment of the Special Meeting, if necessary or
desirable in the reasonable determination of the Company.
In connection with these matters, the Company intends to file with
the SEC a proxy statement and other relevant materials.
Termination
The Merger Agreement may be terminated under certain customary and
limited circumstances prior to the Closing including:
(i) by the mutual written consent of the Company and
Atlantic,
(ii) by either the Company or Atlantic upon material breach of
certain covenants or agreements by the other,
(iii) if the transactions contemplated by the Merger Agreement
have not been consummated by December 31, 2024, subject to certain
exceptions, and
(iv) by either the Company or Atlantic if the Special Meeting
has concluded and the stockholders of the Company have duly voted
and the required approval has not been obtained.
If the Merger Agreement is validly terminated, none of the parties
to the Merger will have any liability or any further obligation
under the Merger Agreement, except in the case of any willful and
knowing willful breach or fraud.
"We have great respect for Staffing 360 and its talented team, and
are enthusiastic about the mutual benefits this transaction brings
to the clients of both entities," said Atlantic's CEO Jeffrey
Jagid. "The merger provides a unique opportunity to increase our
business by approximately 50 percent to an annualized revenue run
rate of approximately $620 million and allows us to become an even
bigger force in the broad staffing sector. Our objective is to
build a multibillion-dollar diversified services company through
both organic growth and M&A, and this transaction is consistent
with the achievement of our goals.
"Joining forces provides an expanded suite of services, broader
geographic reach and enhanced professional opportunities for our
combined organization. Together, we are even stronger, and I look
forward to a bright future ahead," Jagid added.
Brendan Flood, Staffing 360's CEO, said, "We are excited to join
forces with Atlantic International and its wholly owned operating
subsidiary, Lyneer Staffing Solutions, to become part of a
distinguished, national leader in the sector. Building on
complementary footprints and shared values, our combined company
will be even better positioned to deliver enhanced levels of
service to a growing number of companies throughout the United
States whose management teams recognize the value of outsourcing
and the trends toward engaging flexible workforces. This merger is
a testament to the strengths of our respective brands and the
accomplishments of our dedicated team members."
About Staffing 360
Headquartered in New York, Staffing 360 Solutions, Inc. is engaged
in the execution of a buy-integrate-build strategy through the
acquisition of domestic and international staffing organizations in
the United States. The Company believes that the staffing industry
offers opportunities for accretive acquisitions and, as part of its
targeted consolidation model, is pursuing acquisition targets in
the finance and accounting, administrative, engineering, IT, and
light industrial staffing space.
New York, NY-based RBSM LLP, the Company's auditor since 2024,
issued a "going concern" qualification in its report dated June 11,
2024, citing that the Company has incurred substantial operating
losses and will require additional capital to continue as a going
concern. This raises substantial doubt about the Company's ability
to continue as a going concern.
Staffing 360 Solutions reported a net loss of $26.04 million for
the fiscal year ended Dec. 30, 2023, compared to a net loss of
$16.99 million for the fiscal year ended Dec. 31, 2022. As of June
29, 2024, the Company had $63.44 million in total assets, $75.42
million in total liabilities, and $11.97 million in total
stockholders' deficit.
STEWARD HEALTH: Court Rejects Bid to Form Tort Claimants' Committee
-------------------------------------------------------------------
Clara Geoghegan of Law360 Bankruptcy Authority reports that a Texas
bankruptcy judge rejected a request to establish an official
committee for tort claimants in the Chapter 11 case of hospital
operator Steward Health Care on November 13, 2024.
According to the bankruptcy judge, there was no proof the unsecured
creditors committee was failing to represent the interests of
medical malpractice creditors, the report relates.
About Steward Health Care
Steward Health Care System, LLC, owns and operates the largest
private physician-owned for-profit healthcare network in the U.S.
Headquartered in Dallas, Texas, Steward's operations include 31
hospitals in eight states, approximately 400 facility locations,
4,500 primary and specialty care physicians, 3,600 staffed beds,
and nearly 30,000 employees. Steward Health Care provides care to
more than two million patients annually.
Steward and 166 affiliated debtors filed Chapter 11 petitions
(Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024. Judge
Christopher M. Lopez oversees the proceeding.
The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy
counsel; McDermott Will & Emery as special corporate and regulatory
counsel; AlixPartners, LLP as financial advisor and John Castellano
of AlixPartners as chief restructuring officer. Lazard Freres & Co.
LLC, Leerink Partners LLC, and Cain Brothers, a division of KeyBanc
Capital Markets Inc., provide investment banking services to the
Debtors. Kroll is the claims agent.
Susan N. Goodman has been appointed as patient care ombudsman in
the Debtors' Chapter 11 cases.
STICKY'S HOLDINGS: Court Approves Chapter 11 Bankruptcy Plan
------------------------------------------------------------
Ben Zigterman of Law360 Bankruptcy Authority reports that a
Delaware bankruptcy judge approved the Chapter 11 plan for
Sticky's, the popular New York-area chicken restaurant chain, on
November 13, 2024.
The Chapter 11 plan includes a $300,000 equity injection from
existing investors, the report relates.
About Sticky's Holdings
Sticky's Holdings LLC and its affiliates operate a chain of
restaurants in New York and New Jersey.
The Debtors filed Chapter 11 petitions (Bankr. D. Del. Lead Case
No. 24-10856) on April 25, 2024. In the petitions signed by Jamie
Greer, CEO, Sticky's Holdings disclosed $5,754,177 in total assets
and $4,677,476 in liabilities.
Judge J. Kate Stickles oversees the cases.
The Debtors tapped John W. Weiss, Esq., at Pashman Stein Walder
Hayden, PC as legal counsel and Kurtzman Carson Consultants LLC as
administrative advisor.
SUNSHINE HOLDINGS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Sunshine Holdings 2019 LLC
1930 Avenue M, Suite One
Brooklyn, NY 11230
Business Description: The Debtor is engaged in activities related
to real estate.
Chapter 11 Petition Date: November 14, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-44762
Judge: Hon. Elizabeth S. Stong
Debtor's Counsel: Kevin Nash, Esq.,
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
125 Park Ave
New York, NY 10017-5690
Email: knash@gwfglaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by David Goldwasser as VP of
restructuring.
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/JU4G7GA/Sunshine_Holdings_2019_LLC__nyebke-24-44762__0001.0.pdf?mcid=tGE4TAMA
SUNSTOCK INC: Hires TAAD, LLP as New Auditor
--------------------------------------------
Sunstock, Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on October 31, 2024, the
Board of Directors of the Company approved the engagement of TAAD,
LLP as the Company's independent registered public accounting firm
for the Company's fiscal year ended December 31, 2024, effective
immediately.
On September 6, 2024, the audit practice of Fruci & Associates II,
PLLC notified Sunstock that the Company no longer fit in with the
future direction of Fruci's practice and, therefore, that it should
seek another audit firm.
The Report of Independent Registered Public Accounting Firm of
Fruci regarding the Company's financial statements for the year
ended December 31, 2023 did not contain any adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles, except that such
audit report did include an explanatory paragraph regarding the
Company's ability to continue as a going concern.
During the year ended December 31, 2023 and during the interim
period from the end of the most recently completed year through
September 6, 2024, the date of resignation, there were no
disagreements with Fruci on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or
procedures, which disagreements, if not resolved to the
satisfaction of Fruci, would have caused Fruci to make reference to
such disagreement in its report.
About Sunstock
Sacramento, Calif.-based Sunstock, Inc. engages in buying, selling
and distribution of precious metals, primarily gold. The Company
emphasizes investment in enduring assets that it believes may
provide 'resource to retail' conversion upside.
As of December 31, 2023, the Company had $2,148,013 in total
assets, $777,734 in total liabilities, and $1,370,279 in total
stockholders' equity.
Spokane, Wash.-based Fruci & Associates II, PLLC, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated April 2, 2024, citing that the Company has an
accumulated deficit and negative cash flows from operations. These
factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern.
TAG FL: Obtains Court OK to Sell Laurens Property
-------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, has granted Tag FL LLC to sell its Property, free
and clear of all liens and interests.
The Property is a commercial real estate located at 200 N. Harper
St., Laurens, SC 29360.
The Court found that the Debtor's proposed notice of the Bid
Procedures is appropriate and reasonably calculated to provide all
interested parties with timely and proper notice of the Auction,
the sale of the Property free and clear of any and all liens,
claims, encumbrances and interests and the Bid Procedures to be
employed.
The Court has approved for Ewald Auctions Inc. to conduct an
on-line auction of the Property beginning on December 3, 2024 and
concluding on December 12, 2024 at 10:00 a.m. (prevailing Orlando,
Florida time), and the Auction shall be conducted in accordance
with the Bid Procedures.
The Court indicates that objections, if any, to the relief
requested in the Motion solely with respect to the determination of
which Qualified Bid is the Successful Bid or any other aspect of
the Auction must be in writing and comply with the Bankruptcy Rules
and the Local Rules.
The Sale Hearing shall be held before the Court on December 18,
2024 at 10:00 a.m., before the Honorable Lori V. Vaughan, United
States Bankruptcy Court, 400 W. Washington Street, 6th Floor,
Courtroom C, Orlando, Florida.
The Court approved that Tareq Issa shall have the right to assert a
credit bid for an amount up to the amount of the allowed secured
claim; provided that, nothing herein shall be determinative of the
extent, validity and/or priority of any such lien. Notwithstanding
anything contained herein to the contrary, if Tareq Issa, is the
Successful Bidder, then the sale of the Property will be subject to
any lien or interest that has priority over Tareq Issa’s lien
unless the amount of such bid exceeds the sum of: the amount of the
allowed secured claim that is the basis of the credit bid; and the
aggregate amount of prior liens.
Any objection to the claim of Tareq Issa or the right of Tareq Issa
to credit bid at the sale shall be filed no later than December 3,
2024. If an objection is timely filed, then the Court will conduct
a hearing of the Issa Objection on December 10, 2024 at 2:30 p. m.,
before the Honorable Lori V. Vaughan, United States Bankruptcy
Court, 400 W. Washington Street, 6th Floor, Courtroom C, Orlando,
Florida.
If an Issa Objection is not timely filed by December 3, 2024, then
Tareq Issa shall have the right to credit bid at the sale. Failure
by any party to timely file an Issa Objection shall be deemed a
waiver of any right to challenge or dispute Tareq Issa’s right to
credit bid at the sale.
If an Auction is conducted and a Successful Bid is selected and
advanced to the Court at the Sale Hearing, then the party with the
next highest and best Qualified Bid, as determined by the Debtor in
the exercise of his reasonable business judgment, will be
designated as the backup bidder.
The Debtor is authorized to sell the Business free and clear of all
liens, claims, encumbrances and interests.
About Tag FL LLC
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 Lori V Vaughan presides over the case.
The Debtor is represented by Bradley S. Shraiberg, Esq., at
Shraiberg Page P.A.
TEGNA INC: The Vanguard Group Holds 15.74% Equity Stake
-------------------------------------------------------
The Vanguard Group disclosed in a Schedule 13G/A Report filed with
the U.S. Securities and Exchange Commission that as of September
30, 2024, it beneficially owned 26,051,629 shares of TEGNA Inc.'s
Common Stock, representing 15.74% of the shares outstanding.
A full-text copy of Vanguard Group's SEC Report is available at:
https://tinyurl.com/5n6f3cdd
About TEGNA
Headquartered in Tysons Corner, Virginia, TEGNA Inc. (NYSE: TGNA)
is an American publicly traded broadcast, digital media and
marketing services company. It was created on June 29, 2015, when
the Gannett Company split into two publicly traded companies.
TEGNA reported a net income of $476.7 million attributable to the
Company for the year ended December 31, 2023, compared to a net
income of $630.5 million attributable to the Company for the year
ended December 31, 2022. As of June 30, 2024, TEGNA had $7.1
billion in total assets, $4.3 billion in total liabilities, and
$2.8 billion in total equity.
Egan-Jones Ratings Company, on January 16, 2024, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by TEGNA Inc.
TEHUM CARE: Gets Court OK to Solicit Chapter 11 Plan Votes
----------------------------------------------------------
Emily Lever of Law360 Bankruptcy Authority reports that Tehum Care
Services, a prison healthcare provider, is set to begin soliciting
votes on its Chapter 11 plan, developed jointly with creditor and
tort claimant committees. This comes after a Texas bankruptcy judge
approved the related disclosure statement, the report relates.
About Tehum Care Services
Tehum Care Services Inc., doing business as Corizon Health Services
Inc., is a privately held prison healthcare contractor in the
United States. It is based in Brentwood, Tenn.
Tehum Care Services filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90086) on Feb.
13, 2023. In the petition filed by Russell A. Perry, as chief
restructuring officer, the Debtor reported assets between $1
million and $10 million and liabilities between $10 million and $50
million.
Judge Christopher M. Lopez oversees the case.
The Debtor tapped Gray Reed & McGraw, LLP as bankruptcy counsel;
Bradley Arant Boult Cummings, LLP, as special litigation counsel;
and Ankura Consulting Group, LLC, as financial advisor. Russell A.
erry, senior managing director at Ankura, serves as the Debtor's
chief restructuring officer. Kurtzman Carson Consultants, LLC, is
the claims, noticing and solicitation agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case.
Stinson, LLP and Dundon Advisers, LLC, serve as the committee's
legal counsel and financial advisor, respectively.
TEHUM CARE: Unsecured Creditors to Get Share of GUC Trust
---------------------------------------------------------
Tehum Care Services, Inc., Tort Claimants' Committee (the "TCC"),
and the Official Committee of Unsecured Creditors submitted a
Disclosure Statement regarding Joint Chapter 11 Plan dated October
2, 2024.
The Debtor (formerly known as Corizon Health, Inc., a Texas
corporation) was a nationwide provider of correctional healthcare,
providing services in multiple states across the United States.
Following the Court's denial of the settlement motion and the
motion to dismiss, the TCC, UCC, Debtor, and Settling Parties
agreed to convene for a Third Mediation before former Judge
Sontchi. The Third Mediation began with in-person meetings
involving the key parties on May 17, 2024, and continued for the
following 8 weeks via email, telephone, and additional in-person
communication and negotiation. Ultimately, these renewed efforts
were successful, resulting in the Estate Party Settlement agreed to
by the TCC, UCC, Debtor, and the Settling Parties and incorporated
into the Plan.
The Estate Party Settlement does not necessarily resolve potential
claims individual creditors may have against YesCare Corp., CHS TX,
Inc., or any other alleged successor entity. Instead, pursuant to
the Plan, which incorporates the Estate Party Settlement, creditors
who believe they may have individual claims against these parties
may elect to opt-out of participating in the Estate Party
Settlement and instead pursue their claims against YesCare Corp.,
CHS TX, Inc., or any other alleged successor entity under the
doctrine of successor liability in the Civil Justice System.
The key terms of the Estate Party Settlement:
* The Settlement Parties shall pay or cause to be paid to the
PI/WD Trust and GUC Trust, as applicable, aggregate Cash in the
amount of $50,000,000.00 (the "Settlement Payment"), with
$2,000,000 to be paid on the Effective Date and the remaining
$48,000,000.00 paid in monthly installments over thirty months with
interest at 6.00% per annum.
* If the Settlement Parties fail to make the required payments
on time, they receive a "grace period" of five business days to
make the payment. If the Settlement Parties fail to make the
payment after the "grace period" and that failure is not waived by
both creditor trusts, the releases and injunctions contained in the
Plan are terminated and void, meaning that creditors and the estate
may bring claims against the Released Parties.
* The Settlement Payment will be allocated between the PI/WD
Trust and the GUC Trust on a 50/50 basis and will be used to pay
administration of those trusts and claims of unsecured creditors,
meaning no funds from the Settlement Payment will be used to pay
Administrative Claims, Professional Fee Claims, Priority Claims, or
Secured Claims.
* The Settlement Parties have the option to terminate the
settlement if more than 5% of holders of PI/WD claims entitled to
vote on the Plan elect to opt-out of the release of claims against
the Released Parties and in doing so give up their right to recover
from the PI/WD Trust.
* The Settlement Parties release and waive all claims and
causes of action against the Debtor and its Estate upon the
Effective Date, and the Settlement Parties and Released Parties
release and waive all claims against creditors who do not opt out
of the release and the Settlement upon the Final Payment Date.
* On the Final Payment Date, the Released Parties will receive
the benefit of the Consensual Claimant Release (i.e., the release
being granted in favor of the Released Parties by claimants who do
not optout of the Consensual Claimant Release), and the release of
all Estate Causes of Action asserted against the Released Parties.
* Claimants who opt out will have the ability to assert claims
against YesCare Corp., CHS TX, Inc., and other alleged successor
entity based on the doctrine of successor liability. This is
clearly set forth in Article III.D and Article IX.K of Plan.
Claimants who opt-out, however, will not have the ability to assert
Avoidance Actions, including fraudulent transfer claims, and other
Estate Causes of Action against the Released Parties because those
Causes of Action will be settled under the Estate Party
Settlement.
* The Estate and all creditors who do not opt-out of the
release and the Settlement agree to release all claims against the
Released Parties once the Settlement Parties have fulfilled their
obligations to pay the full settlement amount. The above
description of the Estate Party Settlement is a summary only. The
actual terms of the Plan control.
Class 4 consists of Channeled General Unsecured Claims. On the
Effective Date (or as soon as reasonably practicable thereafter)
except to the extent that a Holder of an Allowed Channeled GUC
Claim agrees to less favorable treatment, each Holder of an Allowed
Channeled GUC Claim shall receive, in full and final satisfaction
of such Claim, a beneficial interest in the GUC Trust. Thereafter
each such Holder shall receive Cash distributions from the GUC
Trust in accordance with the terms and conditions set forth in the
GUC Trust Documents. Distributions from the GUC Trust to Holders of
Allowed Channeled GUC Claims shall be on a Pro Rata basis with all
other holders of GUC Trust beneficial interests in accordance with
the terms of the GUC Trust Agreement.
Class 5 consists of Opt-Out General Unsecured Claims. On the
Effective Date (or as soon as reasonably practicable thereafter),
each Holder of an Opt-Out GUC Claim shall retain or receive, in
full and final satisfaction of such Claim, the claims or theories
of recovery or remedies based on the doctrine of successor
liability that such Holder held and could have asserted against
YesCare Corp., CHS TX, Inc., or any other alleged successor entity
immediately prior to the Petition Date as part of or in connection
with its GUC Claim and that became, as of the Petition Date, part
of the claims or theories of recovery or remedies that could have
been asserted by the Debtor as an Estate Cause of Action.
Class 11 consists of Interests in the Debtor. On the Effective
Date, all Interests in the Debtor shall be cancelled, released,
discharged, and extinguished. Holders of Interests in the Debtor
shall not receive or retain any property on account of such
Interests.
Holders of claims subject to resolution by the GUC Trust will
receive distributions, if applicable, in accordance with the terms
of the GUC Trust Agreement.
Pursuant to the Plan, the GUC Trust Assets will consist primarily
of 50% of the Settlement Payments received pursuant to the Estate
Party Settlement, 50% of ERC funds received by the Estate, and 50%
interest in the causes of action retained by the estate and any
proceeds thereof. The GUC Trust will also receive assignment of
certain insurance rights, information needed to conduct its
business, and any income, profits, gains, and proceeds realized,
received, or derived from GUC Trust Assets.
Holders of valid Channeled GUC Claims and Channeled Indirect GUC
Claims will receive payment from the GUC Trust via a multi-step
process set forth in the GUC Trust Documents.
The Estate Party Settlement provides significant value to claimants
under the Plan. The cash component of the Estate Party Settlement
is in the aggregate principal amount of $50.0 million and interest
of $3.4 million, to be paid to the Trusts for distribution to
Holders of Allowed Channeled Claims, payable in multiple
installments as follows: (i) $2.0 million in Cash on the Effective
Date, and (ii) $48.0 million in Cash plus 6% in Cash Interest paid
to the Trusts in monthly principal installments of $3.5 million and
$3.0 million in the first two months and $1.5 million every month
for the next 27 months with a final payment of $1.0 million. The
first payment is to be made 30 days after the Effective Date.
A full-text copy of the Disclosure Statement dated October 2, 2024
is available at https://urlcurt.com/u?l=2Lu54a from Kurtzman Carson
Consultants, LLC, claims agent.
Co-Counsel to the Tort Claimants’ Committee:
BROWN RUDNICK LLP
David J. Molton, (pro hac vice)
Eric R. Goodman, (pro hac vice)
D. Cameron Moxley, (pro hac vice)
Gerard T. Cicero, (pro hac vice)
Meghan McCafferty, (pro hac vice)
Amir Shachmurove (pro hac vice)
Seven Times Square
New York, NY 10036
Telephone: (212) 209-4800
Facsimile: (212) 209-4801
Email: dmolton@brownrudnick.com
egoodman@brownrudnick.com
cmoxley@brownrudnick.com
gcicero@brownrudnick.com
mmccafferty@brownrudnick.com
ashachmurove@brownrudnick.com
Co-Counsel to the Tort Claimants’ Committee:
BERRY RIDDELL LLC
Michael W. Zimmerman, Esq.
6750 E. Camelback Road, Suite #100
Scottsdale, AZ 85251
Telephone: (480) 385-2727
Email: mz@berryriddell.com
Counsel to the Official Committee of Unsecured Creditors:
STINSON LLP
Nicholas Zluticky, Esq.
Zachary Hemenway, Esq.
1201 Walnut, Suite 2900
Kansas City, MO 64106
Telephone: (816) 842-8600
Facsimile: (816) 691-3495
Email: nicholas.zluticky@stinson.com
zachary.hemenway@stinson.com
Counsel to the Debtor:
GRAY REED
Jason S. Brookner, Esq.
Micheal W. Bishop, Esq.
Aaron M. Kaufman, Esq.
Lydia R. Webb, Esq.
Amber M. Carson, Esq.
1300 Post Oak Boulevard, Suite 2000
Houston, Texas 77056
Telephone: (713) 986-7127
Facsimile: (713) 986-5966
Email: jbrookner@grayreed.com
mbishop@grayreed.com
akaufman@grayreed.com
lwebb@grayreed.com
acarson@grayreed.com
About Tehum Care Services
Tehum Care Services Inc., doing business as Corizon Health
Services
Inc., is a privately held prison healthcare contractor in the
United States. It is based in Brentwood, Tenn.
Tehum Care Services filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90086) on Feb.
13, 2023. In the petition filed by Russell A. Perry, as chief
restructuring officer, the Debtor reported assets between $1
million and $10 million and liabilities between $10 million and $50
million.
Judge Christopher M. Lopez oversees the case.
The Debtor tapped Gray Reed & McGraw, LLP as bankruptcy counsel;
Bradley Arant Boult Cummings, LLP, as special litigation counsel;
and Ankura Consulting Group, LLC, as financial advisor. Russell A.
Perry, senior managing director at Ankura, serves as the Debtor's
chief restructuring officer. Kurtzman Carson Consultants, LLC, is
the claims, noticing and solicitation agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case.
Stinson, LLP and Dundon Advisers, LLC, serve as the committee's
legal counsel and financial advisor, respectively.
TEXAS SOLAR: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Texas Solar Integrated, LLC
5631 University Hts
San Antonio, TX 78249-3990
Business Description: The Debtor is a San Antonio solar panel
installation company.
Chapter 11 Petition Date: November 14, 2024
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 24-52297
Judge: Hon. Michael M Parker
Debtor's Counsel: Ray Battaglia, Esq.
LAW OFFICES OF RAY BATTAGLIA, PLLC
66 Granburg Circle
San Antonio TX 78218
Tel: (210) 601-9405
E-mail: rbattaglialaw@outlook.com
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Mike Sardo as manager.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/6FG42LQ/Texas_Solar_Integrated_LLC__txwbke-24-52297__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Wesco Distribution $4,688,725
629 King St
Cedar Hill, TX 75104
2. Jim Drought III $3,290,231
2 Rockridge Ln.
San Antonio, TX 78209
3. Thomas Hudgins $1,824,724
9034 Lilac Hill
Universal City, TX 78148
4. Elliott Electric $491,405
9707 Broadway St.
San Antonio, TX 78217-0000
5. Sunlight Financial $49,788
234 West 39th St, 7th Floor
New York, NY 10018
6. IPFS Corporation $44,380
14180 Dallas Pkwy Ste. 320
Dallas, TX 75254
7. Sunive - Payable (SUN) $43,843
69 Date Palm
Brownsville, TX 78581
8. SOLWEL Corporation $41,807
973 Isom Road
San Antonio, TX 78216
9. Mobilease $38,764
3815 Dacoma
Houston, TX 77092
10. TX INTL LLC - Payable (TXI) $36,696
2612 Oakclif St,
Houston, TX 77023
11. Palmito Business Advisors, LLC $30,000
5530 Tahoe Circle
Corpus Christi, TX 78413
12. Simple Flow LLC $29,611
44 Shore Rd
Nikolas Borrelli
Hampton Bays, NY 11946
13. Carr, Riggs & Ingram, LLC $22,050
500 North Shoreline Blvd. Ste. 701
Corpus, TX 78401
14. Cobalt Engineering and $19,050
Inspections
12005 Delany Road
La Marque, TX 77568
15. Five Of Us 5 LLC $19,018
11600 Hollister Dr.
Misael Guzman
Austin, TX 78739
16. Ogletree Deakins $17,750
PO Box 89
Columbia, SC 29202
17. Clearly Solar $17,525
10500 Lakeline Mall Dr Apt 1907,
Austin, TX 78717
18. Straight Edge Technology $17,176
2210 Patton
Corpus Christi, TX 78414
19. Crawford $15,786
343 N Weidner Rd
San Antonio, TX 78233
20. Eclipse Energy Solutions Inc $14,365
8019 W Krall St,
Glendale, AZ 85303
TGI FRIDAY'S: Faces Dip in Foot Traffic Before Chapter 11 Filing
----------------------------------------------------------------
Andrew Adam Newman of Retail Brew reports that the week prior to
its Chapter 11 filing on November 2, 2024, TFI Friday's shut down
50 of its company-owned locations in the U.S., leaving 39
company-owned and 124 franchised locations.
According to Retail Brew, it was not the first indication that the
chain, which opened its first restaurant in Manhattan in 1965, is
struggling to attract today's diners. In January, TGI Friday's
closed 36 company-owned locations, which U.S. President and COO Ray
Risley described as "underperforming."
In addition to the closures in January 2024, foot traffic at the
chain's U.S. restaurants has significantly declined over the first
10 months of 2024 year compared to 2023, the report pointed out.
The steepest drop occurred during the week starting October 21,
when visits were down 38.7% year-over-year, while the national
average for full-service restaurants showed a slight increase of
1.4%, according to Placer.ai data.
The week of May 5 marked the highest foot traffic for the chain,
though it still saw a 20% year-over-year decline, while
full-service restaurants overall experienced a 3% increase in
visits, the report cites.
Given TGI Friday's closures in 2024, a more telling measure would
be the average foot traffic per location. Unfortunately, this also
revealed concerning trends, the report points out. In the first 10
months of the year, visits per restaurant dropped by 10.3% compared
to last year. It indicates that, if TGI Friday's decision to close
36 "underperforming" locations in January was based on poor
performance, there may have been additional closures needed,
according to the report.
"TGI Friday's, like most full-service restaurants, has faced a
tougher environment in 2024," R.J. Hottovy, head of analytical
research at Placer.ai, says. "Visitation trends have fallen
year-over-year, driven by store closures and fewer visits per
location, while food, labor, and other operating costs continue to
rise."
About TGI Fridays
Founded in 1965 in New York City, New York, TGI Friday's Inc. and
affiliates are the owners and franchisors of original casual dining
bar and grill, TGI Fridays, offering classic American food and
beverages, with 39 restaurant locations being owned and operated by
the Company. The Company is known for bringing people together to
socialize and celebrate the liberating spirit of "Friday."
TGI Friday's Inc. and about 20 of its affiliates filed for
bankruptcy protection (Bankr. N.D. Texas, Lead Case No. 24-80069)
on November 2, 2024. In petitions signed by Kyle Richter as chief
restructuring officer, the Debtors reported $100 million to $500
million in estimated consolidated assets and estimated consolidated
liabilities.
The Hon. Stacey G. Jernigan presides over the cases.
Ropes and Gray LLP serves as the Debtors' general bankruptcy
counsel, and Foley & Lardner LLP serves as the Debtors'
co-bankruptcy counsel. Berkeley Research Group, LLC acts as
financial advisor to the Debtors and Stretto, Inc. is notice and
claims agent to the Debtors.
TGI FRIDAY'S: Hires Stretto Inc. as Claims and Noticing Agent
-------------------------------------------------------------
TGI Friday's Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Northern District of Texas to hire
Stretto, Inc. as their claims and noticing agent.
The Debtor requires a claims and noticing agent to serve notices to
creditors, equity security holders and other concerned parties, as
well as provide computerized claims-related services.
The Debtors provided Stretto an advance in the amount of $25,000.
Sheryl Betance, a senior managing director at Stretto, disclosed in
a court filing that her firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Sheryl Betance
Stretto, Inc.
410 Exchange, Ste. 100
Irvine, CA 92602
Telephone: (714) 716-1872
Email: sheryl.betance@stretto.com
About TGI Friday's Inc.
TGI Friday's Inc., doing business as Wow Bao, operates a chain of
restaurants. The Company provides appetizers, sizzlings, seafood,
salads, sandwiches, entres, desserts, and non-alcoholic and
alcoholic beverages. Wow Bao serves customers in the United
States.
TGI Friday's Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
24-80069) on Nov. 2, 2024, listing $100,000,001 to $500 million in
both assets and liabilities.
Judge Stacey G Jernigan presides over the case.
Holland N. O'Neil, Esq. at Foley & Lardner LLP represents the
Debtor as counsel.
TLG CAPITAL: Unsecured Claims Over $1K to Recover 10% in 60 Months
------------------------------------------------------------------
TLG Capital Development, LLC filed with the U.S. Bankruptcy Court
for the Northern District of California a Plan of Reorganization
for Small Business under Subchapter V dated October 1, 2024.
The Debtor is a Limited Liability Company incorporated on October
14, 2016. Since October 14, 2016, the Debtor has been in the
business of commercial real estate development.
The Debtor's financial projections show that the Debtor will have
projected disposable income of $0.26. The final Plan payment is
expected to be paid on February 1, 2030, which is anticipated to be
60 months after the effective date.
Class 3A consists of all non-priority unsecured claims allowed
under Section 502 of the Code that are $1,000 or less. The allowed
unsecured claims total $2,310.50. This Class is impaired.
Class 3B consists of all non-priority unsecured claims allowed
under Section 502 of the Code that are greater than $1,000. Class
3(B) shall receive an estimated 10% dividend and shall be paid a
total amount that does not exceed $119,984.40, paid over 60 months
in equal pro-rata installments. (the "General Unsecured Claims
Pot"). The allowed unsecured claims total $1,199,842.59. This Class
is unimpaired.
Class 4 consists of equity interests of the Debtor. The security
holders of the Debtor, Valerie Lee (51%) and Darren Lee (49%),
shall retain 100% of all equity security interests of the Debtor.
Means for Implementation of the Plan
First, the Debtor's Responsible Individual, Ms. Valerie Lee, will=
deposit $250,000 to the Debtor-in-Possession account before the
confirmation hearing as proof of Effective Date Feasibility.
Second, the Debtor will rent out the Corbett Property as soon as
possible and use the rental income stay current with property taxes
and insurance and make the Class 3C payments. Until such time as
rental income is available, Ms. Valerie Lee will make monthly
contributions of $2,000 to $10,402.90 (or additional amounts, if
needed) to the Debtor-in-Possession account for monthly plan
payments to Class 3C and remains current with property taxes and
insurance.
Third, the Debtor will prosecute the Lawsuit identified in Section
6.03 against Debtor will prosecute the claims against U.S. Bank,
N.A. and its third-party agents, including but not limited to
NewRez LLC d/b/a Shellpoint Mortgage Servicing and assigns and any
related DOE third parties. The proceeds from said lawsuit, either
via trial judgment or civil compromise, shall serve as an offset
against the amounts due and owing under Claim 4-1.
A full-text copy of the Plan of Reorganization dated October 1,
2024 is available at https://urlcurt.com/u?l=5cbIIs from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Matthew D. Metzger, Esq.
BELVEDERE LEGAL, PC
1777 Borel Place, Suite 314
San Mateo, CA 94402
Telephone: (415) 513-5980
Facsimile: (415) 513-5985
Email: mmetzger@belvederelegal.com
About TLG Capital Development
TLG Capital Development, LLC is a San Francisco-based company
engaged in activities related to real estate. It conducts business
under the name TLG Capital Developments.
The Debtor filed Chapter 11 petition (Bankr. N.D. Calif. Case No.
24-30241) on April 10, 2024, with $1 million to $10 million in both
assets and liabilities. Valerie Lee, managing member, signed the
petition.
Judge Hannah L. Blumenstiel presides over the case.
Matthew D. Metzger, Esq., at Belvedere Legal, PC, is the Debtor's
bankruptcy counsel.
TOP PARK: Seeks Court OK to Sell Motor Vehicles
-----------------------------------------------
John C. Bircher III, Chapter 11 Trustee of Top Park Services LLC,
seeks permission from the U.S. Bankruptcy Court for the Eastern
District of North Carolina, Fayetteville Division, to sell business
assets that include motor vehicles, free and clear of all liens,
encumbrances, claims, rights, and other interests.
The Trustee determines several creditors who have liens of the
motor vehicles including United Bank and Crescom Bank.
The motor vehicles for sale include 2017 Ford F-750 Trash Truck,
2018 Mitsubishi lawn care truck, 2018 Ford F-150, 2017 Ford
Transit, 2001 International 4700 Tymco Sweeper Tk, 2012 Ford F150
4wd Supercab, 2020 Kia Soul, 2019 Kia Sportage, 2016 Ford T250
Cargo Van, 2019 Winebago, 2014 Ford F250 Blue Truck, 2012 Ford TK,
2018 CHEVY VN, 2015 Ford TK, and so forth.
The Trustee requests authority to sell the Property free and clear
of all liens, encumbrances, claims, rights, and other interests.
The Trustee intends to sell the assets with purported liens, if
any, transferred to the proceeds of the sale in their respective
priorities, should there be evidence of a valid lien.
The Trustee requests that the Court enter a procedural order
requiring the North Carolina Department of Motor Vehicles (NCDMV)
to issue the purchasers of the vehicles valid certificates of title
to the vehicles free and clear of any liens upon the purchaser’s
delivery to the NCDMV a bill of sale identifying the vehicle by
make and Vehicle Identification Number.
About Top Park Services LLC
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.
TRUE VALUE: Receives Court Okay to Sell Assets to Rival Do It Best
------------------------------------------------------------------
Dorothy Ma of Bloomberg Law reports that US Bankruptcy Judge Karen
B. Owens said she would approve Chicago-based wholesaler True Value
Co.'s proposed asset sale to competitor Do it Best Corp.
At a hearing on Tuesday, November 12, 2024, True Value's attorney,
Joseph O. Larkin, stated that the company had resolved seven
objections to the sale. The updated terms outline that Do it Best
will pay $153 million in cash and assume up to $45 million in
administrative expense claims, along with other liabilities,
reports Bloomberg Law.
Moreover, pre-petition lenders are expected to receive a minimum of
$163 million in recovery when the sale is finalized, the report
cites.
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.
UNAGI INC: Horizon Tech Marks $1.3MM Loan at 17% Off
----------------------------------------------------
Horizon Technology Finance Corporation has marked its $1,361,000
loan extended to Unagi Inc to market at $228,000 or 83% of the
outstanding amount, as of September 30, 2024, according to a
disclosure contained in Horizon Tech's Form 10-Q for the quarterly
period ended September 30, 2024, filed with the Securities and
Exchange Commission.
Horizon Tech is a participant in a Term Loan to Unagi Inc. The Loan
accrues interest at a rate of 15.75% (Prime+7.75%, 11% floor) per
annum. The loan matures on May 1, 2027.
Horizon Tech, said the loan is on non-accrual status as of
September 30, 2024.
Horizon Tech was organized as a Delaware corporation on March 16,
2010 and is an externally managed, non-diversified, closed-end
investment company. Horizon Technology Finance Corporation has
elected to be regulated as a business development company under the
1940 Act. In addition, for tax purposes, has elected to be treated
as a regulated investment company as defined under Subchapter M of
the Internal Revenue Code of 1986, as amended.
Horizon Tech is led by Robert D. Pomeroy, Jr., Chief Executive
Officer and Chairman of the Board; and Daniel R. Trolio, Chief
Financial Officer. The fund can be reach through:
Robert D. Pomeroy, Jr.
Horizon Technology Finance Corporation
312 Farmington Avenue
Farmington, CT, 06032
Telephone: (860) 676 8654
Unagi Inc is a start-up behind the portable, design-centric
electric scooters.
UNAGI INC: Horizon Tech Marks $680,000 Loan at 17% Off
------------------------------------------------------
Horizon Technology Finance Corporation has marked its $680,000 loan
extended to Unagi Inc to market at $114,000 or 83% of the
outstanding amount, according to a disclosure contained in Horizon
Tech's Form 10-Q for the quarterly period ended September 30, 2024,
filed with the Securities and Exchange Commission.
Horizon Tech is a participant in a Term Loan to Unagi Inc. The Loan
accrues interest at a rate of 15.75% (Prime+7.75%, 11% floor) per
annum. The loan matures on May 1, 2027.
Horizon Tech, said the loan is on non-accrual status as of
September 30, 2024.
Horizon Tech was organized as a Delaware corporation on March 16,
2010 and is an externally managed, non-diversified, closed-end
investment company. Horizon Technology Finance Corporation has
elected to be regulated as a business development company under the
1940 Act. In addition, for tax purposes, has elected to be treated
as a regulated investment company as defined under Subchapter M of
the Internal Revenue Code of 1986, as amended.
Horizon Tech is led by Robert D. Pomeroy, Jr., Chief Executive
Officer and Chairman of the Board; and Daniel R. Trolio, Chief
Financial Officer. The fund can be reach through:
Robert D. Pomeroy, Jr.
Horizon Technology Finance Corporation
312 Farmington Avenue
Farmington, CT, 06032
Telephone: (860) 676 8654
Unagi Inc is a start-up behind the portable, design-centric
electric scooters.
UNIGEL PARTICIPACOES: Files Chapter 15 Bankruptcy in New York
-------------------------------------------------------------
Dorothy Ma of Bloomberg Law reports that Unigel Participacoes SA, a
Brazilian fertilizer manufacturer, has sought Chapter 15 bankruptcy
protection in New York, according to a court filing.
A Brazilian court has authorized Unigel's out-of-court
restructuring plan, as per a ruling from February 2024, the report
relates.
Chapter 15 bankruptcy shields a company's U.S. assets while it
restructures in another jurisdiction.
The case is Unigel Participaçoes S.A., 24-11982, in the U.S.
Bankruptcy Court for the Southern District of New York
(Manhattan).
About Unigel Participacoes SA
Unigel Participacoes SA is a Brazilian fertilizer manufacturer.
Unigel Participacoes sought relief under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-11982) on November 15,
2024.
VEGAMON ENTERPRISES: Hires Paul Bermudez as Real Estate Broker
--------------------------------------------------------------
Vegamon Enterprises, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire Paul Bermudez, LLC
as real estate broker.
The broker will be assisting the Debtor to market and sell its
property described as Lot 29, Block 1, Highland Meadows North #1
Addition to the City of Rowlett, Rockwall County, Texas, and more
commonly referred to as 9306 Grant Drive, Rowlett, Texas 75088.
The broker will receive a commission of 6 percent of the sale price
of the property.
As disclosed in a court filing, Paul Bermudez, LLC is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The broker can be reached at:
Ruth Banda Batista
Paul Bermudez, LLC
5220 Spring Valley Road, Suite 160
Dallas, TX 75254
About Vegamon Enterprises
Vegamon Enterprises, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr.N.D. Tex. Case No.
24-32059) on July 28, 2024, listing $500,001 to $1 million in both
assets and liabilities. Gregory Wayne Mitchell, Esq. at Freeman
Law, PLLC represent the Debtor as counsel.
VENUS CONCEPT: Extends Maturity of Bridge Loan to Nov. 30
---------------------------------------------------------
Venus Concept Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that the Company, Venus
Concept USA, Inc., a wholly-owned subsidiary of the Company, Venus
Concept Canada Corp., a wholly-owned Canadian subsidiary of the
Company, and Venus Concept Ltd., a wholly-owned Israeli subsidiary
of the Company, entered into a Consent Agreement with Madryn Health
Partners, LP and Madryn Health Partners, LP.
The Consent Agreement granted relief under the Loan and Security
Agreement (Main Street Priority Loan), dated December 8, 2020,
among the lenders and Venus USA, as borrower, such that:
(i) certain minimum liquidity requirements under the MSLP Loan
Agreement are waived through November 30, 2024, and
(ii) permit Venus USA to apply the November 8, 2024 cash
interest payment due under each Note to the respective outstanding
principal balance of each Note.
Bridge Loan Drawdown
As previously disclosed, on April 23, 2024, the Loan Parties
entered into a Loan and Security Agreement, among Venus USA, as
borrower, the Company, Venus Canada and Venus Israel, collectively
as guarantors, the lenders, and Madryn, as administrative agent.
Pursuant to the Loan and Security Agreement, the Lenders have
agreed to provide the Borrower with bridge financing in the form of
a term loan in one or more draws in an aggregate principal amount
of up to $5,000,000, which amount was subsequently increased to
$5,237,906.85. Borrowings under the Bridge Financing will bear
interest at a rate per annum equal to 12%.
On the maturity date of the Bridge Financing, the Loan Parties are
obligated to make a payment equal to all unpaid principal and
accrued interest. The Loan and Security Agreement also provides
that all present and future indebtedness and the obligations of the
Borrower to Madryn shall be secured by a priority security interest
in all real and personal property collateral of the Loan Parties.
The initial drawdown under the Loan and Security Agreement occurred
on April 23, 2024, when the Lenders agreed to provide the Borrower
with bridge financing in the form of a term loan in the principal
amount of $2,237,906.85.
The second drawdown under the Loan and Security Agreement occurred
on July 26, 2024, when the Lenders agreed to provide the Borrower
with a subsequent drawdown under the Loan and Security Agreement in
the principal amount of $1,000,000.
The third drawdown under the Loan and Security Agreement occurred
on September 11, 2024, when the Lenders agreed to provide the
Borrower with a subsequent drawdown under the Loan and Security
Agreement in the principal amount of $1,000,000.
On October 30, 2024, the Lenders agreed to provide the Borrower
with a subsequent drawdown under the Loan and Security Agreement in
the principal amount of $1,000,000. The November Drawdown was
fully funded on November 1, 2024. The Company expects to use the
proceeds of the November Drawdown, after payment of transaction
expenses, for general working capital purposes.
Eighth Bridge Loan Amendment
On October 31, 2024, the Loan Parties entered into an Eighth Bridge
Loan Amendment Agreement with the Lenders. The Eighth Bridge Loan
Amendment amended the Loan and Security Agreement to extend the
maturity date of the Bridge Financing from October 31, 2024 to
November 30, 2024.
About Venus Concept
Toronto, Ontario-based Venus Concept Inc. is an innovative global
medical technology company that develops, commercializes, and
delivers minimally invasive and non-invasive medical aesthetic and
hair restoration technologies and related services. The Company's
systems have been designed on cost-effective, proprietary, and
flexible platforms that enable the Company to expand beyond the
aesthetic industry's traditional markets of dermatology and plastic
surgery, and into non-traditional markets, including family
medicine and general practitioners and aesthetic medical spas.
Toronto, Canada-based MNP LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated April 1,
2024, citing that the Company has reported recurring net losses and
negative cash flows from operations that raise substantial doubt
about its ability to continue as a going concern.
Venus Concept reported a net loss of $37.1 million for the year
ended December 31, 2023, compared to a net loss of $43.6 million
for the year ended December 31, 2022. As of June 30, 2024, the
Company had $79.8 million in total assets, $75.4 million in total
liabilities, $662,000 in non-controlling interests, and $3.7
million in total stockholders' equity.
VERRICA PHARMA: Board Adopts 2024 Inducement Plan
-------------------------------------------------
Verrica Pharmaceuticals Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on November
1, 2024, the Board of Directors adopted the Verrica
Pharmaceuticals, Inc. 2024 Inducement Plan. The Inducement Plan was
adopted without stockholder approval pursuant to Nasdaq Listing
Rule 5635(c)(4) and will be administered by the Compensation
Committee of the Board. The Board reserved 2,000,000 shares of
Common Stock for issuance under the Inducement Plan.
The only persons eligible to receive grants of Inducement Awards
(as defined below) under the Inducement Plan are individuals who
satisfy the standards for inducement grants under Nasdaq Listing
Rule 5635(c)(4). The Inducement Plan will be administered by the
Board and the Committee. Inducement Awards may only be granted by:
(i) the Committee, provided such committee is comprised solely
of "independent directors" as defined by Nasdaq Listing Rule
5605(a)(2) or
(ii) a majority of the Company's "independent directors." An
"Inducement Award" means any right to receive the Company's common
stock, cash or other property granted under the Inducement Plan
(including nonstatutory stock options, restricted stock awards,
restricted stock unit awards, stock appreciation rights,
performance stock awards, performance cash awards or other
stock-based awards).
The Board also adopted a form of restricted stock unit award grant
notice and award agreement and a form of stock option grant notice
and stock option agreement for use under the Inducement Plan.
About Verrica Pharmaceuticals
West Chester, Pa.-based Verrica Pharmaceuticals Inc. is a
dermatology therapeutics company developing and selling medications
for skin diseases requiring medical intervention.
As of March 31, 2024, the Company had $66.3 million in total
assets, $64.8 million in total liabilities, and $1.5 million in
total stockholders' equity.
Going Concern
The Company cautioned in 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.
The Company has incurred substantial operating losses since
inception and expects to continue to incur significant losses for
the foreseeable future and may never become profitable. As of March
31, 2024, the Company had an accumulated deficit of $250.8 million.
For the three months ended March 31, 2024, and 2023, the Company
reported net losses of $20.3 million and $6.6 million,
respectively. The Company plans to secure additional capital in the
future through equity or debt financings, partnerships, or other
sources to carry out its planned commercial and development
activities. If the Company is unable to raise capital when needed
or on attractive terms, it would be forced to delay, reduce, or
eliminate its future commercialization efforts or research and
development programs.
VERRICA PHARMA: Dr. Jayson Rieger Named New President, CEO
----------------------------------------------------------
Verrica Pharmaceuticals Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission of Ted White's
decision to resign from his positions as the Company's president,
chief executive officer and member of the Company's Board of
Directors effective as of November 5, 2024.
In connection with the White Resignation, on November 4, 2024, the
Company entered into a Release Agreement with Mr. White effective
as of the Effective Date, which contains:
(i) a release of claims against the Company and
(ii) the following separation benefits:
(a) payment of his current base salary in accordance with
normal payroll procedures for 12 months and
(b) if elected, payment of continued health coverage for
Mr. White and his dependents under COBRA for up to 12 months.
Appointment of Dr. Jayson Rieger as President
Chief Executive Officer and Director
On November 1, 2024, the Board appointed Dr. Jayson Rieger as the
Company's President, Chief Executive Officer, and as member of the
Board and designated him as the Company's principal executive
officer, each effective as of the Effective Date. Dr. Rieger will
serve in the class of directors whose term will expire at the
Company 2027 Annual Meeting of Stockholders.
There is no arrangement or understanding between Dr. Rieger and any
other person pursuant to which he was selected as an officer or
director of the Company. Other than as set forth, there are no
related party transactions between Dr. Rieger and the Company that
would require disclosure under Item 404(a) of Regulation S-K.
During 2023, Pareto Partners, LLC, of which Dr. Rieger is the sole
managing member, provided business consulting services to the
Company. The Company paid Pareto Partners, LLC $150,000 during 2023
for such services. There is no family relationship between Dr.
Rieger and any of the Company's other directors or executive
officers. Additional biographical information about Dr. Rieger is
set forth below:
Dr. Rieger, age 49, has served as Executive Vice President of PBM
Capital Group, LLC since March 2014. He began providing services to
PBM Capital as a consultant as of the Effective Date. Dr. Rieger
also served as a member of the Board from 2015 to 2018. Prior to
joining PBM Capital, Dr. Rieger served as Corporate Senior Vice
President and President of the Human Therapeutics Division at
Intrexon Corporation from 2012 to 2013, Vice President of Research
and Virginia Operations for Clinical Data, Inc. from 2008 to 2011
and Vice President of Lead Development at Adenosine Therapeutics,
LLC from 2002 to 2008. Dr. Rieger earned a B.A. in Chemistry from
Rollins College, a Ph.D. in Medicinal Chemistry from the University
of Virginia and an M.B.A. from the University of Virginia Darden
School of Business.
Offer Letter with Dr. Rieger
In connection with Dr. Rieger's appointment as the Company's
President and Chief Executive Officer, on November 4, 2024, Dr.
Rieger and the Company entered into an offer letter effective as of
the Effective Date. Pursuant to the terms of his Offer Letter, Dr.
Rieger's employment is at will and may be terminated at any time by
the Company or Dr. Rieger. Under the terms of the Offer Letter, Dr.
Rieger will receive an annual base salary of $300,000 per year,
subject to review and adjustment from time to time by the Board in
its sole discretion. Dr. Rieger will be eligible to receive a
target annual bonus per calendar year in an amount equal to 40% of
his annual base salary, subject to the discretion of the Board. Dr.
Rieger is also eligible to participate in the Company's employee
and executive benefit plans and programs as may be maintained by
the Company from time to time.
In addition, and pursuant to the terms of the Offer Letter, on
November 1, 2024, the Board approved an option grant to Dr. Rieger
to purchase 2,000,000 shares of the Company's common stock
effective as of November 6, 2024 pursuant to the Inducement Plan.
The Rieger Option is being granted as an inducement material to the
Dr. Rieger's becoming an employee of the Company in accordance with
Nasdaq Listing Rule 5635(c)(4). The Rieger Option will have an
exercise price equal to the closing price of the Common Stock on
the Grant Date and vests as follows: 1/8th of the total shares
subject to the Rieger Option shall vest on the date that is six
months following the Effective Date, and 1/48th of the total shares
subject to the Rieger Option shall vest each month thereafter on
the same day of the month as the Effective Date, subject to Dr.
Rieger's Continuous Service as of each such date. In the event that
Dr. Rieger's employment is terminated by the Company without Cause
or Dr. Rieger resigns for Good Reason within the 12 month period
immediately following a Change in Control, then all unvested shares
subject to the Rieger Option will vest in full and be deemed vested
and exercisable as of the date of such Change in Control subject to
Dr. Rieger's execution of a standard release of claims.
In connection with his appointment as President and Chief Executive
Officer and a director of the Company, Dr. Rieger entered into the
Company's standard form of Indemnification Agreement.
Appointment of John J. Kirby
as Interim Chief Financial Officer
On November 1, 2024, the Board appointed John J. Kirby as the
Company's Interim Chief Financial Officer and designated him as the
Company's interim principal financial officer and interim principal
accounting officer, each effective as of the Effective Date.
There is no arrangement or understanding between Mr. Kirby and any
other person pursuant to which he was selected as an officer of the
Company. There are no related party transactions between Mr. Kirby
and the Company that would require disclosure under Item 404(a) of
Regulation S-K, and there is no family relationship between Mr.
Kirby and any of the Company's directors or other executive
officers. Additional biographical information about Mr. Kirby is
set forth below:
Mr. Kirby, age 52, has served as an independent consulting Chief
Financial Officer to publicly traded, development stage life
science companies since May 2023. Previously, Mr. Kirby served as
the Chief Financial Officer of Aceragen, Inc. (formerly known as
Idera Pharmaceuticals, Inc.) from September 2022 to April 2023
after serving as Idera's Chief Financial Officer from July 2019 to
September 2022, Vice President of Finance from 2018 to 2019 and
Vice President of Corporate Accounting from 2015 to 2018. Prior to
joining Idera, Mr. served as Assistant Controller at Endo
Pharmaceuticals, Inc. from 2014 to 2015 and Vice President, Chief
Accounting Officer and Corporate Controller at ViroPharma
Incorporated from 2012 to 2014. Mr. Kirby began his career at KPMG,
LLP in its Healthcare and Life Science Practice and served as a
Regional Audit Director at AstraZeneca Pharmaceuticals L.P. prior
to joining ViroPharma Incorporated. Mr. Kirby earned his B.S. in
Accountancy from Villanova University and is a licensed certified
public accountant in the Commonwealth of Pennsylvania.
Professional Services Agreement
with Mr. Kirby
In connection with Mr. Kirby's appointment as the Company's Interim
Chief Financial Officer, Mr. Kirby and the Company entered into a
Professional Services Agreement effective as of the Effective Date.
Pursuant to the terms of the Services Agreement, Mr. Kirby will
receive a monthly fee of $40,000. The term of the Services
Agreement begins on the Effective Date and continues until May 4,
2025, unless earlier terminated. The Company may terminate the
Services Agreement without prior notice if Mr. Kirby refuses or is
unable to satisfactorily perform, as determined in the Company's
sole discretion, the services under the Services Agreement or is in
breach of any material provision of the Services Agreement. In
addition, the Company may terminate the Services Agreement for any
reason upon 30 days' written notice. The Company and Mr. Kirby may
renew the term of the Services Agreement for an additional six
months, and Mr. Kirby is required to provide the Company 90 days'
notices prior to the end of the Initial Term if he does not intend
to renew the Services Agreement.
In addition, and pursuant to the terms of the Services Agreement,
on November 1, 2024, the Board approved the grant of a number of
restricted stock units equal to $40,500.00 divided by the closing
price of the Common Stock on the Grant Date. The Kirby RSUs are
being granted pursuant to the Company's 2018 Equity Incentive Plan
and will vest in full on May 4, 2025, subject to Mr. Kirby's
Continuous Service as of such date.
About Verrica Pharmaceuticals
West Chester, Pa.-based Verrica Pharmaceuticals Inc. is a
dermatology therapeutics company developing and selling medications
for skin diseases requiring medical intervention.
As of March 31, 2024, the Company had $66.3 million in total
assets, $64.8 million in total liabilities, and $1.5 million in
total stockholders' equity.
Going Concern
The Company cautioned in 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.
The Company has incurred substantial operating losses since
inception and expects to continue to incur significant losses for
the foreseeable future and may never become profitable. As of March
31, 2024, the Company had an accumulated deficit of $250.8 million.
For the three months ended March 31, 2024, and 2023, the Company
reported net losses of $20.3 million and $6.6 million,
respectively. The Company plans to secure additional capital in the
future through equity or debt financings, partnerships, or other
sources to carry out its planned commercial and development
activities. If the Company is unable to raise capital when needed
or on attractive terms, it would be forced to delay, reduce, or
eliminate its future commercialization efforts or research and
development programs.
VERRICA PHARMA: Reports $22.9 Million Net Loss in Fiscal Q3
-----------------------------------------------------------
Verrica Pharmaceuticals Inc. announced financial results for the
third quarter ended September 30, 2024, and provided an update on
its restructuring efforts to lower expenses and implementation of
its commercial strategy for expanding market access to YCANTH.
"Following the close of the third quarter, we took decisive steps
to significantly lower our operating expenses, and these actions
are expected to materially reduce Verrica's cash burn rate in the
coming year. We are also exploring strategies to strengthen our
balance sheet," said Paul B. Manning, Chairman of the Board of
Directors of Verrica. "Importantly, we expect that this leaner and
more efficient operating structure will better complement our
refined commercial strategy for YCANTH which, as previously
announced, will now focus on driving demand for YCANTH across a set
of more targeted territories that have a high prevalence of
pediatric molluscum and strong reimbursement. As we focus our
efforts on a refined commercial strategy, we continue to receive
positive feedback on YCANTH from both patients and healthcare
professionals."
As Verrica is now through the first year of sales of YCANTH since
its commercial launch in September 2023, the Company has decided to
announce dispensed applicator units in addition
to previous financial disclosures. Dispensed applicator units
totaled 7,706 in the third quarter of 2024, compared with 5,975 in
the second quarter of 2024. The Company expects existing
distributor inventory levels to support most demand for dispensed
applicator units into the first quarter of 2025. The Company will
continue to assess appropriate metrics for continued transparency
of its business.
To oversee and implement these operational changes, the Company
announced the appointments of Dr. Jayson Rieger as President and
Chief Executive Officer and as a director, and John Kirby as
interim Chief Financial Officer, effective November 5, 2024.
Dr. Rieger is a Managing Partner with PBM Capital and has over 20
years of experience in leadership roles spanning business
development, operations, drug discovery and product development in
the life sciences industry. Mr. Kirby has over 25 years of public
company accounting and finance experience, including working with
several small to mid-sized public pharmaceutical companies. Prior
to joining Verrica, Mr. Kirby served as Aceragen's Chief Financial
Officer, having held the same role at Idera Pharmaceuticals since
2019 after transitioning to the Aceragen team as part of the 2022
merger between the two companies.
Mr. Manning added, "I'd also like to thank Ted White for his
service to Verrica. During his tenure with the Company, YCANTH
became the first therapy approved by the FDA for the treatment of
molluscum contagiosum. We wish him well in his future endeavors."
Third Quarter
2024 Financial Results
* Verrica recognized negative net product revenue of $1.9
million in the third quarter of 2024 which relates to an increase
in our return reserve for estimated returns from certain
distributors of $1.7 million. The Company determined that it was
more than probable that product held by certain distributors will
be returned based on the expiration of such product and the lower
than previously forecasted sell-through with such distributors.
There were no ex-factory sales in the third quarter of 2024 due to
slower demand pull through.
* Verrica recognized collaboration revenue of $0.1 million for
the three months ended September 30, 2024 related to the
Collaboration and License Agreement with Torii Pharmaceutical Col,
Ltd for supplies and development activity with Torii.
* Selling, general and administrative expenses were $16.1
million in the third quarter of 2024, compared to $20.1 million for
the same period in 2023. The decrease of $4.1 million was primarily
due to a decrease in stock compensation of $7 million due to
restricted stock units vested on FDA approval in July 2023 and a
decrease in advertising costs of $1 million partially offset by
increased compensation, benefits and travel due to ramp-up of sales
force of $1.6 million, severance costs of $0.4 million, increased
legal costs of $0.4 million and loss on disposal of assets of $0.3
million.
* Research and development expenses were $2.4 million in the
third quarter of 2024, compared to $6.5 million for the same period
in 2023. The decrease of $4.1 million was primarily related to
decrease in VP-315 clinical trial costs of $2.5 million, a decrease
of stock compensation of $0.6 million related to restricted stock
units vested on FDA approval in July 2023 and a reduction of costs
related to YCANTH (VP-102) pre-launch activity of $0.5 million
partially offset by increased headcount related costs of $0.3
million.
* Costs of product revenue were $0.4 million for the quarter
ended September 30, 2024, compared to $0.1 million for the quarter
ended September 30, 2023 due to obsolete inventory write off of
$0.3 million during the period ended September 30, 2024.
* Costs of collaboration revenue were $0.1 million for each of
the quarters ended September 30, 2024 and 2023. These costs were
related to manufacturing supply required to support development and
testing services pursuant to the Torii Clinical Supply Agreement.
* Interest income was $0.2 million for the three months ended
September 30, 2024, compared to $0.8 million for the same period in
2023. The decrease of $0.6 million was primarily due to a lower
cash balance.
* Interest expense was $2.4 million for the three months ended
September 30, 2024 compared to $1.7 million for the three months
ended September 30,2023. Interest expense is related to borrowings
under the OrbiMed Credit Agreement.
* For the quarter ended September 30, 2024, net loss was $22.9
million, or $0.49 per share, compared to a net loss of $24.8
million, or $0.54 per share, for the same period in 2023.
* For the quarter ended September 30, 2024, non-GAAP net loss
was $20.2 million, or $0.43 per share, compared to a non-GAAP net
loss of $14.8 million, or $0.32 per share, for the same period in
2023.
Year-to-Date September 2024
Financial Results
* Verrica recognized product revenue of $6.3 million in the
nine months ended September 30, 2024 compared to $2.8 million for
the same period in 2023. The increase of $3.4 million relates to
additional sales of YCANTH (VP-102) to FFF, our primary
distribution partner, related to forecasted demand pull through, as
well as the expansion of our specialty distribution network to
bring-on an additional specialty distributor and the related impact
of a one-time stock-in order from that distributor, which
represented approximately 32% of net YCANTH (VP-102) ex-factory
revenue in the period. Revenue during the nine months ended
September 30, 2024 was partially offset by an increase in our
return reserve of $1.7 million for estimated returns from our
wholesalers. YCANTH (VP-102), our first FDA approved product,
became available for commercial sale in August 2023 thus we did not
recognize any product revenue prior to that point.
* Verrica recognized collaboration revenues of $1.0 million
for the nine months ended September 30, 2024, compared to $0.3
million for the same period in 2023, each related to the Clinical
Supply Agreement with Torii.
* Selling, general and administrative expenses were $48.9
million for the nine months ended September 30, 2024, compared to
$30.3 million for the same period in 2023. The increase of $18.6
million was primarily due to higher expenses related to commercial
activities for YCANTH (VP-102), including increased compensation,
recruiting fees, benefits and travel due to ramp-up of sales force
of $13.8 million, increased marketing and sponsorship costs of $2.5
million, increased other commercial activity costs of $3.3 million,
increased legal costs of $1.3 million, severance costs of $0.4
million, the Dormer legal settlement of $0.8 million and increased
finance costs of $0.6 million partially offset by decrease in stock
compensation costs of $5.0 million due to restricted stock units
vested on FDA approval in July 2023.
* Research and development expenses were $10.7 million for the
nine months ended September 30, 2024, compared to $15.0 million for
the same period in 2023. The decrease of $4.3 million was primarily
due to a reduction of costs related to YCANTH (VP-102) pre-launch
activity of $3.2 million, a decrease in clinical trial costs for
VP-315 of $0.9 million, a decrease in medical affairs costs in
research and development of $0.7 million, and a decrease of stock
compensation of $0.6 million related to restricted stock units
vested on FDA approval in July 2023 partially offset by increased
headcount related costs of $1.1 million.
* Costs of product revenue were $1.3 million for the nine
months ended September 30, 2024 compared to $0.1 million for the
same period in 2023. The increase of $1.2 million was related to
additional product sales and obsolete inventory write-off of $0.6
million during the nine months ended September 30, 2024.
* Costs of collaboration revenue were $0.9 million for the
nine months ended September 30, 2024, compared to $0.3 million for
the same period in 2023. The increase was primarily due to
increased manufacturing supply required to support development and
testing services pursuant to the Torii Clinical Supply Agreement.
* Interest income was $1.2 million for the nine months ended
September 30, 2024, compared to $1.9 million for the same period in
2023. The decrease of $0.7 million was primarily due to a lower
cash balance.
* Interest expense was $7.1 million for the nine months ended
September 30, 2024 compared to $1.7 million for the same period in
2023. The higher interest expense of $5.4 million was due to
Verrica initially borrowing pursuant to the OrbiMed Credit
commencement on July 26, 2023.
* For the nine months ended September 30, 2024, net loss on a
GAAP basis was $60.4 million, or $1.30 per share, compared to a net
loss of $42.4 million, or $0.94 per share, for the same period in
2023.
* For the nine months ended September 30, 2024, non-GAAP net
loss was $52.4 million, or $1.12 per share, compared to a non-GAAP
net loss of $29.7 million, or $0.66 per share, for the same period
in 2023.
* As of September 30, 2024, Verrica had cash and cash
equivalents of $23.0 million. Verrica believes that its existing
cash and cash equivalents as of September 30, 2024 will be
sufficient to support planned operations into the first quarter of
2025.
Business Highlights
and Recent Developments
CORPORATE:
* In November, the Company engaged Jefferies LLC as financial
advisor.
* On October 1, 2024, the Company completed a restructuring of
its commercial operations to reduce expenses and optimize the
efficiency of its field force by reducing the number of sales
territories and focusing on those territories that have
historically shown a high prevalence of molluscum, a critical mass
of previous cantharidin users and strong insurance coverage for
YCANTH. The Company also reduced headcount in certain support
functions. Total operating expenses after the restructuring are
expected to be reduced by approximately fifty percent. The Company
incurred a one-time charge related to the restructuring of
approximately $0.9 million.
YCANTH®(VP-102):
* On July 1, 2024, the Company announced the settlement of
litigation with Dormer Laboratories, Inc. As part of the
settlement, Dormer Labs has discontinued the sale of all
cantharidin-containing products into the United States, including
Dormer brands Cantharone (Liquid) and Cantharone Plus.
VP-315:
* On August 14, 2024, the Company reported positive
preliminary results from its Phase 2 study evaluating VP-315 for
the treatment of basal cell carcinoma. The Phase 2 study is an open
label, proof of concept trial designed to evaluate the safety and
tolerability, dose regimen, and efficacy of VP-315 in
biopsy-confirmed basal cell carcinoma tumors.
* Preliminary efficacy data based on 90 out of 93 lesions
treated show that treatment with VP-315 resulted in an
approximately 51% complete histologic clearance rate of basal cell
carcinomas, with more than half of the patients no longer requiring
treatment of any kind.
* Those subjects with residual carcinomas showed an
approximately 71% reduction in tumor size, which is expected to
significantly improve treatment outcomes with subsequent surgical
treatments, if required.
* Overall reduction of tumor size in all subjects (those with
no residual tumor and those with residual tumor) was 86%.
* No treatment-related serious adverse events were reported in
the study; most treatment-related adverse events were classified as
mild to moderate as expected, with injection site pain being the
most common adverse effect.
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at:
https://tinyurl.com/46aw7veh
About Verrica Pharmaceuticals
West Chester, Pa.-based Verrica Pharmaceuticals Inc. is a
dermatology therapeutics company developing and selling medications
for skin diseases requiring medical intervention.
As of March 31, 2024, the Company had $66.3 million in total
assets, $64.8 million in total liabilities, and $1.5 million in
total stockholders' equity.
Going Concern
The Company cautioned in 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.
The Company has incurred substantial operating losses since
inception and expects to continue to incur significant losses for
the foreseeable future and may never become profitable. As of March
31, 2024, the Company had an accumulated deficit of $250.8 million.
For the three months ended March 31, 2024, and 2023, the Company
reported net losses of $20.3 million and $6.6 million,
respectively. The Company plans to secure additional capital in the
future through equity or debt financings, partnerships, or other
sources to carry out its planned commercial and development
activities. If the Company is unable to raise capital when needed
or on attractive terms, it would be forced to delay, reduce, or
eliminate its future commercialization efforts or research and
development programs.
VERTEX ENERGY: The Vanguard Group Holds 2.08% Equity Stake
----------------------------------------------------------
The Vanguard Group disclosed in a Schedule 13G/A Report filed with
the U.S. Securities and Exchange Commission that as of September
30, 2024, it beneficially owned 1,946,772 shares of Vertex Energy
Inc.'s Common Stock, representing 2.08% of the shares outstanding.
A full-text copy of Vanguard Group's SEC Report is available at:
https://tinyurl.com/42actaad
About Vertex Energy
Vertex Energy, Inc., together with its subsidiaries, is an energy
transition company and marketer of refined products and renewable
fuels in Houston.
Vertex Energy filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No.
24-90507) on September 24, 2024, listing $772,368,000 in assets and
$642,819,000 in liabilities. The petitions were signed by R. Seth
Bullock as chief restructuring officer.
Judge Christopher M. Lopez oversees the case.
Jason G. Cohen, Esq., at Bracewell, LLP represents the Debtors as
counsel.
VIDEO RIVER: Delays Filing of Fiscal Q3 Report for Audit Review
---------------------------------------------------------------
Video River Networks, Inc. filed a Form 12b-25 with the U.S.
Securities and Exchange Commission stating that it requires
additional time for its auditors to complete the review of its
quarterly report for the period ended September 30, 2024.
The Company intends to file the Quarterly Report as soon as
practicable after the completion of the Company's financial
statements and disclosures review.
About Video River
Headquartered in Torrance, California, Video River Networks, Inc.
is a technology firm that operates and manages a portfolio of
Electric Vehicles, Artificial Intelligence, Machine Learning, and
Robotics assets, businesses, and operations in North America. The
Company's target portfolio businesses and assets include operations
that design, develop, manufacture, and sell high-performance fully
electric vehicles and design, manufacture, install, and sell Power
Controls, Battery Technology, Wireless Technology, and Residential
utility meters and remote, mission-critical devices mostly
engineered through Artificial Intelligence, Machine Learning, and
Robotic technologies.
Newhall, California-based DylanFloyd Accounting & Consulting, the
Company's former auditor, issued a "going concern" qualification in
its report dated April 15, 2024, citing that the Company has an
accumulated deficit of $15,898,383 for the year ended December 31,
2023. These factors raise substantial doubt about the Company's
ability to continue as a going concern.
Video River Networks reported net income of $496,026 for the year
ended December 31, 2023, compared to net income of $767,121 for the
year ended December 31, 2022. As of June 30, 2024, Video River
Networks had $1,562,602 in total assets, $69,406 in total
liabilities, and $1,493,196 in total stockholders' equity.
VIRTUAL MEDICAL SERVICES: Kicks Off Subchapter V Bankruptcy
-----------------------------------------------------------
Virtual Medical Services LLC filed Chapter 11 protection in the
Northern District of Georgia. According to court filing, the Debtor
reports between $1 million and $10 million in debt owed to 1 and 49
creditors. The petition states that funds will be available to
unsecured creditors.
A meeting of creditors under Sec. 341(a) to be held on Dec. 2, 2024
at 1:00 PM at 01:00 PM via Telephone conference. To attend, Dial
888-902-9750 and enter participation code 9635734.
About Virtual Medical Services
Virtual Medical Services LLC provides medical care online.
Virtual Medical Services LLC sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D> Ga. Case No.
24-61749) on November 4, 2024. In the petition filed by Samuel
Wright, as manager, the Debtor reports estimated assets between
$500,000 and $1 million and estimated liabilities between $1
million and $10 million.
The Debtor is represented by:
Leslie Pineyro, Esq.
JONES & WALDEN LLC
699 Piedmont Avenue NE
Atlanta, GA 30308
Tel: 404-564-9300
Email: info@joneswalden.com
VIRTUAL MEDICAL: Hires Jones & Walden LLC as Legal Counsel
----------------------------------------------------------
Virtual Medical Services, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Jones & Walden LLC as counsel.
The firm's services include:
a. prepare pleadings and applications;
b. conduct of examination;
c. advise the Debtor of its rights, duties and obligations as
a debtor-in-possession;
d. consult with the Debtor and representing the Debtor with
respect to a Chapter 11 plan;
e. perform those legal services incidental and necessary to
the day-to-day operations of the Debtor's business; and
f. take any and all other action incident to the proper
preservation and administration of the Debtor's estate and
business.
Jones & Walden will be paid at these rates:
Attorney $300 to $475 per hour
Paralegals and law clerks $110 to $200 per hour
As of the petition date, the firm holds a retainer of $19,807.50.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Leslie M. Pineyro, Esq., a partner at Jones & Walden 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:
Leslie M. Pineyro, Esq.
Jones & Walden LLC
699 Piedmont Avenue, NE
Atlanta, GA 30308
Tel: (404) 564-9300
Email: lpineyro@joneswalden.com
About Virtual Medical Services, LLC
Virtual Medical Services, LLC in Marietta, GA, sought relief under
Chapter 11 of the Bankruptcy Code filed its voluntary petition for
Chapter 11 protection (Bankr. N.D. Ga. Case No. 24-61749) on Nov.
4, 2024, listing $500,000 to $1 million in assets and $1 million to
$10 million in liabilities. Samuel Wright as manager, signed the
petition.
JONES & WALDEN LLC serve as the Debtor's legal counsel.
VIVAKOR INC: Delays Merger With Empire Diversified Until Q1 2025
----------------------------------------------------------------
Vivakor, Inc. provided an update on the anticipated merger with
Empire Diversified Energy, Inc. The Merger, which was previously
announced to close in 2024, is now being revised to the first
quarter of 2025. This guidance is being revised due to the delay in
Vivakor closing its recent acquisition of the Endeavor Entities,
which was effective on October 1, 2024.
Pursuant to the terms of the Merger, as previously announced,
Vivakor would acquire all the outstanding shares of Empire's common
and preferred stock, on an as-converted basis, for net
consideration of 67,200,000 shares of Vivakor common stock,
resulting in Empire becoming a wholly-owned subsidiary of Vivakor
upon the closing. At the time of closing, 7.5% or 5,040,000 of the
Consideration Shares shall be held in escrow for the 12-months
subsequent to closing for the purpose of indemnifying Vivakor and
its shareholders for the representations, warranties and covenants
of Empire contained in the definitive agreement memorializing the
Merger. Empire shall cause a minimum of 65% or 43,680,000 of the
Consideration Shares to be subject to a lock-up agreement for the
12-month period after the closing of the Merger, coupled with
certain insider sales restrictions thereafter. Empire is required
to have a minimum of $2.5 million in unrestricted cash on hand at
the time of closing of the Merger.
The closing of the Merger is subject to stockholder approval of
each company, Vivakor's receipt of a satisfactory fairness opinion
to the underlying transaction, and the effective registration of
the Consideration Shares pursuant to a Registration Statement on
Form S-4, among other matters.
"Merging with Empire will provide an immediate platform to expand
sustaintable-energy technologies across our logistics platform,"
said James Ballengee, Chairman, President, and CEO. "Empire will
strategically integrate with our recent acquisition of the Endeavor
Entities and create opportunities and revenues previously
unavailable to Vivakor."
About Empire Diversified Energy, Inc.
Empire Diversified Energy, Inc. (OTC: MPIR) is a multifaceted
holding company with business units in sustainable energy and
logistics. Empire's primary location is in Follansbee, West
Virginia, along the Ohio River, where it operates the Port of West
Virginia within its Eco-Industrial Complex, containing nearly 1,000
acres of contiguous land serving as a crossroads of the East Coast
and Midwest through its trimodal truck, maritime, and rail terminal
facility. Empire is currently deploying a host of innovative and
sustainable technologies serving the transportation, recyclable
waste, steel, warehousing, and other energy sectors to help
decarbonize the region.
About Vivakor Inc.
Coralville, Iowa-based Vivakor, Inc. is a socially responsible
operator, acquirer, and developer of technologies and assets in the
oil and gas industry, as well as related environmental solutions.
Currently, the Company's efforts are primarily focused on operating
crude oil gathering, storage and transportation facilities, as well
as contaminated soil remediation services.
Houston, Texas-based Marcum LLP, the Company's auditor since 2022,
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.
As of June 30, 2024, Vivakor had $73.68 million in total assets,
$58.65 million in total liabilities, and $15.03 million in total
stockholders' equity.
VROOM INC: Gets Interim Approval for Chapter 11 Plan Disclosures
----------------------------------------------------------------
Yun Park of Law360 Bankruptcy Authority reports that a Texas
bankruptcy judge conditionally approved the Chapter 11 plan
disclosure statement for Vroom Inc., following the company's
agreement to revise the language regarding the releasing party in
its vote solicitation materials to resolve an objection from the
U.S. Trustee's Office.
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.
Vroom Inc. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. S.D. Tex. Case No. 24-90571) on November 13, 2024. In
the petition filed by Thomas Shortt, as chief executive officer,
the Debtor reports total assets as of September 30, 2024 of
$43,807,067 and total debts as of September 30, 2024 of
$304,615,138.
Honorable Bankruptcy Judge Christopher M. Lopez oversees the case.
John F. Higgins, Esq., at Porter Hedges LLP, in Houston, Texas,
serves as the debtor's bankruptcy counsel.
Latham Watkins LLP serves as the debtor's corporate, finance, tax,
and securities counsel. Stout Risius Ross, LLC, serves as the
debtor's financial advisor. Deloitte Touche Tohmatsu Limited
serves as the debtor's tax consultant. The Overture Group, LLC,
serves as the debtor's compensation consultant. Verita Global is
the debtor's noticing and solicitation agent.
VUZIX CORP: The Vanguard Group Holds 4.33% Equity Stake
-------------------------------------------------------
The Vanguard Group disclosed in a Schedule 13G/A Report filed with
the U.S. Securities and Exchange Commission that as of September
30, 2024, it beneficially owned 2,858,245 shares of Vuzix
Corporation's Common Stock, representing 4.33% of the shares
outstanding.
A full-text copy of Vanguard Group's SEC Report is available at:
https://tinyurl.com/3kwxfk5t
About Vuzix
Vuzix Corporation -- www.vuzix.com -- incorporated in Delaware in
1997, is a designer, manufacturer, and marketer of Smart Glasses
and Augmented Reality (AR) technologies and products for the
enterprise, medical, defense, and consumer markets. The Company's
products include head-mounted (or HMDs or heads-up displays or
HUDs) smart personal display and wearable computing devices that
offer users a portable high-quality viewing experience, providing
solutions for mobility, wearable displays, and augmented reality,
as well as OEM waveguide optical components and display engines.
The Company's wearable display devices are worn like eyeglasses or
attach to a head-worn mount.
These devices typically include cameras, sensors, and a computer
that enable the user to view, record, and interact with video and
digital content, such as computer data, the internet, social media,
or entertainment applications, as well as interact and receive
information from cloud-based Artificial Intelligence agents. The
Company's wearable display products integrate display technology
with its advanced optics to produce compact high-resolution display
engines, less than half an inch diagonally, which, when viewed
through its Smart Glasses products, create virtual images that
appear comparable in size to that of a computer monitor,
smartphone, tablet, or large-screen television.
Buffalo, New York-based Freed Maxick CPAs, P.C., the Company's
auditor since 2014, issued a "going concern" qualification in its
report dated April 15, 2024, citing that the Company has suffered
recurring losses from operations and has future cash requirements
to fund operating losses. This raises substantial doubt about the
Company's ability to continue as a going concern.
Vuzix incurred net losses of $50,149,077 for the year ended
December 31, 2023, $40,763,573 for the year ended December 31,
2022, and $40,377,160 for the year ended December 31, 2021. As of
June 30, 2024, Vuzix had $38,234,380 in total assets, $2,827,268 in
total liabilities, and $35,407,112 in total stockholders' equity.
VYAIRE MEDICAL: Court Signs Off Chapter 11 Liquidation Plan
-----------------------------------------------------------
Ben Zigterman of Law360 Bankruptcy Authority reports that a
Delaware bankruptcy judge on November 14, 2024, signed off on
Vyaire Medical's Chapter 11 liquidation plan after the company
concluded the sale of its two business divisions.
About Vyaire Medical
Vyaire Medical, Inc., together with its direct and indirect
subsidiaries, is a global company focused on developing products
and providing related services for the diagnosis, treatment, and
monitoring of various cardiology, pulmonology, and respiratory
health conditions. With a 70-year history of pioneering breathing
technology, the integrated solutions offered by the Company help
enable, enhance, and extend lives. Headquartered in Mettawa,
Illinois, Vyaire operates approximately 27 offices and
manufacturing facilities, and employs approximately 950 individuals
around the world. The Company has a global reach, and Vyaire
products are available in more than 100 countries. Its customers
are the hospitals, health centers, and private practice facilities
delivering life-enhancing products and services to patients every
day.
Vyaire Medical and its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
24-11217) on June 9, 2024. In the petitions signed by John Bibb,
chief executive officer, the Debtors disclosed up to $500 million
in estimated assets and up to $1 billion in estimated liabilities.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Cole Schotz P.C. as
counsel; AlixPartners, LLP as financial advisor; and PJT Partners,
LP as investment banker. Omni Agent Solutions, Inc., is the
Debtors' claims and noticing agent.
WELLPATH HOLDINGS: Akin Gump Represents Ad Hoc Lender Group
-----------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the Ad Hoc Lender Group filed a verified statement in the Chapter
11 cases of Wellpath Holdings, Inc., and affiliates.
Akin Gump Strauss Hauer & Feld LLP represents the Ad Hoc Lender
Group in connection with the Debtors' chapter 11 cases. Akin does
not represent or purport to represent any other entities in
connection with the Debtors' chapter 11 cases.
Akin has been advised by the members of the Ad Hoc Lender Group
that each member either holds claims or manages accounts that hold
claims against the Debtors' estates.
The Ad Hoc Lender Group Members' address and the nature and amount
of disclosable economic interests held in relation to the Debtors
are:
1. Arena Capital Advisors, LLC
12121 Wilshire Blvd Ste 1010
Los Angeles, CA 90025
* $71,674,191.56 of the Prepetition First Lien Loans
* $25,346,000.00 of the Prepetition Second Lien Term Loans
2. Bardin Hill Investment Partners LP
299 Park Ave., 24th Floor
New York, NY 10171
* $6,449,625.00 of the Prepetition First Lien Loans
* $0.00 of the Prepetition Second Lien Term Loans
3. FS Investment Solutions, LLC
201 Rouse Blvd
Philadelphia, PA 19112
* $95,328,059.75 of the Prepetition First Lien Loans
* $0.00 of the Prepetition Second Lien Term Loans
4. Lord, Abbett & Co. LLC, as investment adviser for certain
accounts
30 Hudson Street
Jersey City, NJ 07302
* $31,059,302.74 of the Prepetition First Lien Loans
* $0.00 of the Prepetition Second Lien Term Loans
5. Palmer Square Capital Management LLC
1900 Shawnee Mission Parkway
Mission Woods, KS 66206
* $21,274,837.61 of the Prepetition First Lien Loans
* $485,000.00 of the Prepetition Second Lien Term Loans
6. Prospect Capital Management L.P.
10 East 40th Street, 42nd Floor
New York, NY 10016
* $68,471,301.82 of the Prepetition First Lien Loans
* $63,515,000.00 of the Prepetition Second Lien Term Loans
7. Ripple Industries LLC
1801 Century Park East
Los Angeles, CA 90067
* $66,736,461.65 of the Prepetition First Lien Loans
* $0.00 of the Prepetition Second Lien Term Loans
8. UBS AG, Stamford Branch
600 Washington Boulevard, 10th Floor
Stamford, CT 06901
* $18,952,628.02 of the Prepetition First Lien Loans
* $0.00 of the Prepetition Second Lien Term Loans
9. Värde Partners, Inc.
350 N 5th Street, Suite 800
Minneapolis, MN 55401
* $54,723,346.98 of the Prepetition First Lien Loans
* $0.00 of the Prepetition Second Lien Term Loans
10. WhiteStar Asset Management LLC
200 Crescent Ct Suite 1175
Dallas, TX 75201
* $9,411,865.74 of the Prepetition First Lien Loans
* $0.00 of the Prepetition Second Lien Term Loans
11. Trinitas Capital Management LLC
200 Crescent Ct Suite 1175
Dallas, TX 75201
* $7,560,000.00 of the Prepetition First Lien Loans
* $0.00 of the Prepetition Second Lien Term Loans
Counsel to the Ad Hoc Lender Group:
AKIN GUMP STRAUSS HAUER & FELD LLP
Marty Brimmage Jr., Esq.
2300 N. Field St., Suite 1800
Dallas, TX 75201
Phone: (214) 969-2800
Fax: (214) 969-4343
Email: mbrimmage@akingump.com
-and-
Scott L. Alberino (pro hac vice pending)
Kate Doorley (pro hac vice pending)
Benjamin L. Taylor (pro hac vice pending)
Robert S. Strauss Tower
2001 K Street, N.W.
Washington, DC 20006-1037
Phone: (202) 887-4000
Fax: (202) 887-4288
Email: salberino@akingump.com
kdoorley@akingump.com
taylorb@akingump.com
About Wellpath Holdings
Wellpath Holdings, Inc. f/k/a CCS-CMGC Holdings, Inc. is a provider
of medical and mental healthcare in jails, prisons, and inpatient
and residential treatment facilities.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90533) on
November 11, 2024, with $1 billion to $10 billion in assets and
liabilities. Timothy Dragelin, chief restructuring officer and
chief financial officer, signed the petitions.
The Debtor tapped Marcus A. Helt, Esq. at McDERMOTT WILL & EMERY
LLP as bankruptcy counsel; FTI CONSULTING, INC. as financial
advisor; and LAZARD FRERES & CO. LLC and MTS PARTNERS, LP as
investment bankers.
WELLPATH HOLDINGS: Seeks Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Janine Phakdeetham of Bloomberg News reports that Wellpath Holdings
Inc. has filed for Chapter 11 bankruptcy protection in Texas,
according to court documents.
According to Bloomberg News, the company reported estimated
liabilities and assets between $1 billion and $10 billion. In a
separate statement, Wellpath announced it has secured an agreement
with approximately 85% of its first-lien lenders and over 80% of
its second-lien lenders to strengthen its financial position.
As part of this agreement, Wellpath will sell its Recovery
Solutions business to certain lenders, who will provide new funding
through a debtor-in-possession financing facility. Members of the
ad hoc lender group will act as the stalking horse bidder in a
court-supervised auction and sale process, the report states.
About Wellpath Holding Inc.
Wellpath Holdings, headquartered in Nashville, Tennessee, provides
medical, dental, and behavioral health services to patients in
local detention facilities, federal and state prisons and
behavioral healthcare facilities. Wellpath is privately owned by
H.I.G. Capital.
Wellpath Holding Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-90533) on November
11, 2024. In its petition, the Debtor estimated assets and
liabilities between $1 billion and $10 billion each.
WFO LLC: Hires Jones Lang LaSalle Inc. as Real Estate Broker
------------------------------------------------------------
Mark Andrews, the Trustee for WFO, LLC, seeks approval from the
U.S. Bankruptcy Court for the Western District of Texas to employ
Jones Lang LaSalle, Inc. as real estate broker.
The firm will sell the Debtor's real property known as 260 FM 148,
Crandall, TX 75114, containing 35.74 acres, an operating concrete
batch plant.
The firm will be paid a commission of 3 percent of the sales
price.
Michael Haggar, a partner at Jones Lang LaSalle Brokerage, 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 Haggar
Jones Lang LaSalle Brokerage, Inc.
200 E. Randolph
Chicago, IL 60601
Telephone: (214) 793-1111
Email: michael.haggar@jll.com
About WFO, LLC
WFO, LLC filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-50824) on May 6,
2024. In the petition signed by Frank Shumate, president, the
Debtor disclosed up to $50,000 in assets and up to $10 million in
liabilities.
James S. Wilkins, PC serves as the Debtor's bankruptcy counsel.
WYNN RESORTS: Lowers Net Loss $32.1 Million in Fiscal Q3
--------------------------------------------------------
Wynn Resorts Ltd. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $32.1 million attributable to the Company on $1.69 billion in
total operating revenues for the three months ended September 30,
2024, compared to a net loss of $116.7 million attributable to the
Company on $1.67 billion in total operating revenues for the three
months ended September 30, 2023.
For the nine months ended September 30, 2024, the Company reported
a net income of $224.1 million attributable to the Company on $5.29
billion in total operating revenues, compared to a net income of
$838,000 attributable to the Company on $4.69 billion in total
operating revenues for the same period in 2023.
As of September 30, 2024, the Company had $14.1 billion in total
assets, $15.2 billion in total liabilities, and $1.1 billion in
total stockholders' deficit.
"Our third quarter results reflect healthy demand across our
resorts highlighted by strong mass gaming win in Macau and solid
non-gaming performance in Las Vegas. The investments we have made
in our properties, our team and our unique programming continue to
extend our leadership position in each of our markets," said Craig
Billings, CEO of Wynn Resorts, Limited. "Importantly, we are also
continuing to invest in growing the business with construction on
Wynn Al Marjan Island rapidly advancing. We are confident the
resort will be a 'must see' tourism destination in the UAE and
expect that it will support strong long-term free cash flow growth.
At the same time, we continue to increase the return of capital to
shareholders through our recurring dividend and opportunistic share
repurchases. To that end, we are pleased to announce that the Board
has increased our share repurchase authorization to $1 billion. We
are excited about the outlook for the Company, and we will continue
to focus on driving long-term returns for shareholders."
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/4s6farxc
About Wynn Resorts Ltd.
Headquartered in Las Vegas, Nevada, Wynn Resorts, Limited owns and
operates hotels and casino resorts.
* * *
Egan-Jones Ratings Company, on January 31, 2024, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by Wynn Resorts, Limited.
X4 PHARMACEUTICALS: The Vanguard Group Holds 5% Equity Stake
------------------------------------------------------------
The Vanguard Group disclosed in a Schedule 13G/A Report filed with
the U.S. Securities and Exchange Commission that as of September
30, 2024, it beneficially owned 8,440,730 shares of X4
Pharmaceuticals Inc.'s Common Stock, representing 5.00% of the
shares outstanding.
A full-text copy of Vanguard Group's SEC Report is available at:
https://tinyurl.com/3rphwd36
About X4 Pharmaceuticals
Boston, Mass.-based X4 Pharmaceuticals, Inc. is a biopharmaceutical
company focused on discovering, developing, and commercializing
novel therapeutics for the treatment of rare diseases and those
with limited treatment options, particularly conditions resulting
from immune system dysfunction.
As of March 31, 2024, the Company had $112.1 million in total
assets, $111.1 million in total liabilities, and $1.04 million in
total stockholders' equity.
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. The Company said,
"Since our inception, we have incurred significant operating losses
and negative cash flows from our operations. As of March 31, 2024,
our cash and cash equivalents were $60.5 million, our restricted
cash balance was $0.8 million, and our investment in marketable
securities was $20.4 million. We have a covenant under our Hercules
Loan Agreement that currently requires that we maintain a minimum
level of cash of $20 million through January 31, 2025, subject to
subsequent reductions. Based on our current cash flow projections,
which exclude any benefit from the potential sale of our PRV, no
additional borrowings that may become available on Hercules Loan
Agreement, and with no additional external funding, we believe that
we will not be able to maintain the minimum cash required to
satisfy this covenant beginning in the first quarter of 2025. In
such event, the lenders could require the repayment of all
outstanding debt."
XEROX HOLDINGS: Moody's Cuts CFR to B2 & Sr. Unsecured Notes to B3
------------------------------------------------------------------
Moody's Ratings downgraded Xerox Holdings Corporation's corporate
family rating to B2 from Ba3, probability of default rating to
B2-PD from Ba3-PD, the backed senior unsecured notes rating to B3
from B1, and the Speculative Grade Liquidity rating to SGL-3 from
SGL-2. Concurrently, Moody's downgraded the ratings on the backed
senior secured first lien term loan to Ba2 from Ba1 and the senior
unsecured notes of Xerox Corporation to Caa1 from B2. The outlook
of Xerox and Xerox Corporation remains negative.
The downgrades reflect the need for more time to improve credit
metrics due to weaker than expected operating performance combined
with heightened governance risks arising from the increase in debt
balances to fund the pending acquisition of ITsavvy LLC (ITsavvy)
and timing uncertainty for realizing benefits from Xerox's
reinvention strategy.
RATINGS RATIONALE
The downgrade of Xerox's CFR to B2 follows reported operating
results for 3Q 2024 that were weaker than Moody's expected. The
company attributes this weakness primarily to equipment revenue
falling short of expectations from delays in the global launch of
two new products and lower-than-expected improvements in sales
force productivity. Greater than expected declines in revenue and
cash flow in 3Q 2024 resulted in adjusted debt to EBITDA of 5.4x as
of September 2024 (or roughly 7.8x without equipment financing
adjustments) and leads to lower organic revenue and free cash flow
projections through fiscal 2026. Given underperformance, Moody's no
longer expect Xerox will be able to improve debt to EBITDA and free
cash flow to levels Moody's consider appropriate for a Ba3 CFR
within the next year.
In addition, the pending acquisition of ITsavvy for $400 million
will further pressure credit metrics. Although this transaction is
consistent with Xerox's strategy to expand higher growth IT
services, allocating $180 million of cash to fund the purchase and
issuing $220 million of seller notes further constrains financial
flexibility by reducing liquidity as well as delaying improvement
in financial leverage.
Xerox's B2 CFR is supported by its good market position in the core
mid-range print and document outsourcing markets. During periods of
weak demand for office equipment and supplies, the company benefits
from recurring revenues tied to its management contracts regardless
of print volumes. Roughly 70% of Xerox's total revenues come from
bundling recurring post-sale contracts that include managed print
services (MPS), supplies (toner and paper), and finance income,
which provide some revenue predictability. The ITsavvy acquisition
positions Xerox on a path to achieving its target of 20% revenue
contribution from higher growth IT services. Nevertheless, Xerox
will remain behind its large cap peers, including Canon, FUJIFILM,
and HP, which have already established good revenue
diversification.
Liquidity is adequate with $521 million of balance sheet cash and
good cash generation from the transition to external equipment
financing for roughly 50% of the remaining $2.2 billion of
financing receivables as of September 2024. Advances under the $425
million ABL revolver (unrated) may be needed to fund shortfalls
between (a) free cash flow generated in 2025, plus potential
refinancings, and (b) roughly $740 million of debt coming due
through January 2026. After January 2026, there are no sizable
scheduled debt maturities until August 2028 which provides a
two-year window for Xerox to improve margins and build liquidity.
Xerox's governance risk remains elevated reflecting more aggressive
financial policies, including its decision to delay debt reduction
by issuing $220 million of seller notes and allocating a portion of
excess cash to the ITsavvy acquisition. Nevertheless, governance
has improved following the September 2023 exit of activist Carl
Icahn who controlled 22% of outstanding shares and the departure of
board members who were selected by Carl Icahn. Social risks remain
elevated as the demand for office copiers and printers continue to
face secular decline reflecting substitution of traditional
physical copies with digital documents and the trend to go
paperless.
Moody's rate the guaranteed senior notes B3, one notch below the B2
CFR, reflecting their unsecured position behind the ABL revolver
(unrated) and other existing secured debt (unrated, $148 million as
of September 2024) given that the ABL revolver and existing secured
debt benefit from priority liens on eligible working capital
assets. The guaranteed senior notes also rank behind the term loan
(Ba2), which is secured by a first lien on substantially all assets
of the borrower and domestic subsidiaries, including certain
unencumbered finance receivables, and a second lien on the ABL
borrowing base collateral. The Caa1 rating on the unguaranteed
senior notes due 2035 and 2039 of the operating subsidiary Xerox
Corporation reflect their lack of guarantees in certain operating
subsidiaries as compared to the backed senior notes that have these
subsidiary guarantees. The $220 million of new subordinated secured
seller notes (unrated) will rank ahead of the unsecured notes, but
Moody's expect that they will be repaid entirely by January 2026.
The negative outlook incorporates Moody's expectation that revenue
declines, adjusting for acquisitions, will remain in the mid
single-digit percentage range reflecting secular challenges, the
transition to indirect selling in certain regions outside of North
America, as well as the ongoing exit from operations that do not
meet return targets. Over the next year, Moody's expect Xerox will
correct missteps related to the launching of new products and
achieve the majority of targeted synergies for the ITsavvy
acquisition. Moody's also expect adjusted Debt to EBITDA will
improve to less than 5.0x with expanding free cash flow through
debt reduction, margin improvement, and EBITDA contributions from
ITsavvy.
Free cash flow continues to benefit from stepped-up restructuring
efforts since the beginning of 2024 and the ongoing transition to
external funding of equipment financing receivables. However, it
remains to be seen whether additional investments may be required
if Xerox underperforms from a top line or profitability standpoint.
The outlook incorporates Moody's expectation that there will be no
resumption of share repurchases until liquidity and adjusted debt
to EBITDA meaningfully improves. The outlook could be changed to
stable with the expectation that Xerox will demonstrate steady
revenues and improving credit metrics, including lower financial
leverage, stable to improving operating margins, and expanding free
cash flow.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade is not likely in the near term given the negative
outlook. Beyond the near term, ratings could be upgraded if Moody's
expect consistent annual revenue growth, improving profitability
and cash flow, and conservative financial discipline. These results
would be evidenced by sustained adjusted operating margins in the
low double-digit percentage range with adjusted total debt to
EBITDA comfortably below 4.5x (or less than 6.5x without equipment
financing adjustments) as well as increased cash balances and
revolver availability.
Ratings could be downgraded if Xerox remains unable to generate
organic revenue growth or if operating margins weaken, despite
significant restructuring efforts. Downward rating actions could
also occur if Moody's expect adjusted debt to EBITDA will not be
sustained below 5.25x or if liquidity deteriorates demonstrated by
lower cash balances, reduced revolver availability, or adjusted
free cash flow to debt remaining in the low single digit percentage
range. Ratings could also be downgraded if the asset quality of the
finance operations erodes or the company funds share buybacks prior
to improving liquidity demonstrated by repaying all advances under
the ABL revolver and growing cash balances.
Xerox Holdings Corporation, based in Norwalk, CT, is a leader in
document processing systems and related supplies for enterprises
including SMBs, governmental entities, and Fortune 100 companies.
Revenues are generated primarily in the Americas and EMEA and
totaled $6.4 billion for LTM September 2024.
The principal methodology used in these ratings was Diversified
Technology published in February 2022.
XPLORE INC: S&P Raises ICR to 'CCC+' Following Recapitalization
---------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Atlantic
Canada-based rural broadband service provider Xplore Inc. to 'CCC+'
from 'D' (default).
S&P said, "At the same time, we assigned our 'B' issue-level rating
and '1' recovery rating to Xplore's initial term loan. We also
assigned our 'CCC+' issue-level rating and '3' recovery rating to
the company's second-lien term loan. Concurrently, we withdrew our
ratings on the existing senior secured first-lien and second-lien
term loans.
"The stable outlook reflects our view that Xplore's operating cash
flows and cash on hand will be sufficient to cover the modest cash
interest payments over the next 12 months, with the secured project
financing, committed equity, and government subsidies financing the
investments associated with the FTTH and 5G FWA rollouts."
Xplore has completed its debt restructuring and recapitalization,
significantly lowering cash interest payments. On Oct. 24, 2024,
Xplore completed its recapitalization plan, eliminating 80% of
existing debt. As part of the transaction, the company has obtained
a new term loan of C$100 million and a delayed-draw term loan
(DDTL) of C$90 million (together referenced as the first-out term
loans). The majority of the existing claims (C$1.8 billion) were
exchanged at a significant discount for a second-out term loan of
C$330 million and for common equity in the company. The revised
capital structure provides sufficient flexibility to the company,
with no near-term maturities and debt amortization payments. In
addition, Xplore has the ability to treat as payment-in-kind (PIK)
some portion of the interest, with cash interest payments projected
to be modest, up to C$30 million annually. The company can use the
DDTL to pay the cash interest payments. At transaction close, the
company also had C$126 million of cash. Accordingly, S&P believes
liquidity should be sufficient to cover fixed charges over the next
12 months.
Material free cash flow deficits will continue through 2027, but
the company has secured financing for its FTTH expansion and 5G
fixed wireless plans, as Xplore future-proofs its business. Xplore
is expected to spend significantly in capital expenditures (capex)
through 2027 (about C$1.45 billion net of subsidies) as it expands
the FTTH network through the Government of Canada's accelerated
high-speed internet program and Universal Broadband Fund Program
and upgrades its fixed wireless networks to 5G technology,
resulting in material free cash flow deficits. However, the company
has secured additional financing commitments from Canada
Infrastructure Bank (CIB), in addition to capital commitments of
C$500 million in new common and preferred equity from lenders and
its sponsor Stonepeak, thus significantly de-risking the capital
projects. At transaction close, the company had C$126 million in
cash, with about C$415 million in undrawn capital (including the
DDTL). Xplore could also monetize noncore assets and is in the
process of potentially securing more subsidies.
S&P said, Our forecasts indicate that the above funding sources
should be sufficient to support the company's capex plans. That
said, in the absence of a credit facility, Xplore will be reliant
on additional external sources of funding to bridge any gaps
underpinning the 'CCC+' rating. We believe this could occur from a
delay in receiving subsidies and/or material operating
underperformance. While the company can slow down the pace of
capital spending; in our view, cash flow mismatch could result in a
liquidity event."
Operating performance will remain challenged over the next
two-to-three years due to increasing competitive intensity, thereby
pressuring Xplore's subscriber count and top line. Given the
intensely competitive nature of the industry, the company's
business model needs to adapt to more technologically advanced
service offerings, whose competitive position is sustainable. The
roll-out of the 5G fixed wireless broadband and FTTH would allow
Xplore to deliver higher-priced, faster-speed broadband packages to
its customers, providing incremental growth. However, meaningful
contribution from new fiber projects is not likely until at least
2027 because it takes time to deploy and commercialize these
competitive offerings. The cash inflow is also contingent on adding
new subscribers at higher-price points, and therefore there is
limited revenue visibility.
Furthermore, during this transition phase, we expect pressure on
both subscriber count and EBITDA. For the six-month period ended
June 30, 2024, EBITDA fell by about 40%, led primarily by
subscriber losses on Xplore's satellite and legacy fixed wireless
segments. Considering the high fixed cost nature of this business
and drop in the subscriber base in the near term, S&P believes
EBITDA will decline meaningfully in 2025 and 2026.
S&P said, "Accordingly, we believe Xplore's debt to EBITDA will
remain elevated, averaging more than 10x through 2026 (including
preferred equity, which we classify as 100% debt), levels at which
we view the capital structure to be unsustainable, further
underpinning the 'CCC+' issuer credit rating.
"The stable outlook reflects our view that the company should
generate sufficient EBITDA from operations to service modest fixed
charges, including cash interest payments in the C$20 million-C$30
million range over the next 12 months. The outlook is also
supported by our view that the company has C$125 million in cash
and access to about C$415 million of undrawn committed capital at
close of the recapitalization transaction.
"We could lower the rating within the next 12 months if there are
any material adverse operational events or funding shortfalls,
which increases the risk of near-term default. Specifically, we
believe this could occur if there is no improvement in EBITDA
performance and there are significant funding gaps between capital
spend and funding sources.
"We believe an upgrade is unlikely over the next 12 months. That
said, we could raise our ratings on Xplore if the company's
operations trend in line with expectations and we believe there is
limited risk in Xplore facing a funding shortfall with its fiber
expansion. We believe this could occur once most of the spending is
completed and there is good visibility of earnings growth.
"Governance is a moderately negative consideration for Xplore. This
is the case for most rated entities owned by private equity
sponsors. We believe the company's highly leveraged financial risk
profile points to corporate decision-making that prioritizes the
interests of the controlling owners." This also reflects the
generally finite holding periods and a focus on maximizing
shareholder returns.
YESENIA GARCIA: Hires Cain Walter & Associates as Accountant
------------------------------------------------------------
Yesenia Garcia DMD PLLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Cain, Walter &
Associates, LLC as accountant.
The firm will provide these services:
a. assist and advise the Debtor with respect to its books and
records during the continued operation of its business and
management of its property;
b. assist in the preparation on behalf of your applicant as
debtor in possession necessary monthly operating reports as well as
all tax returns;
c. perform all other bookkeeping services for debtor in
possession which may be necessary herein; and it is necessary for
debtor as debtor in possession to employ an accountant for
professional services.
The firm will be paid at $375 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Bradley W. Blasingame, a partner at Cain, Walter & Associates, 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:
Bradley W. Blasingame
Cain, Walter & Associates, LLC
17 Cowboys Way, Suite 300
Fisco, TX 75034
Tel: (972) 233-3323
Fax: (972) 663-3799
About Yesenia Garcia DMD PLLC
Yesenia Garcia DMD, PLLC operates as a dental practice, providing
dental care and services to its clients.
Yesenia Garcia filed Chapter 11 bankruptcy petition (Bankr. S.D.
Texas Case No. 24-33537) on Aug. 1, 2024, with $500,001 to $1
million in both assets and liabilities.
Judge Eduardo V. Rodriguez oversees the case.
The Debtor is represented by Larry A. Vick, Esq.
YUNHONG GREEN: CEO Cesario Resigns, Jana Schwan Appointed Successor
-------------------------------------------------------------------
Yunhong Green CTI Ltd. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that the Board of
Directors of the Company, received notice of the resignation of
Frank Cesario as Chief Executive Officer and Acting Chief Financial
Officer of the Company, effective November 8, 2024. Mr. Cesario
will continue as a Director of the Company.
The Board shared its intention to appoint Jana M. Schwan, 48, as
Chief Executive Officer, effective November 11, 2024. Ms. Schwan
has been employed by the Company in progressively more responsible
roles in operational, purchasing, and product development
capacities since September 2002, and currently leads its Sales,
Marketing and Business Development activities in addition to all
Operations of the Company. Ms. Schwan was named Vice President of
Operations in 2017 and Chief Operating Officer in 2020.
There are no family relationships between Ms. Schwan and any other
director or executive officer of the Company. There are no related
party transactions involving Ms. Schwan that are reportable under
Item 404(a) of Regulation S-K, except that her father, Mr. John
Schwan, has a long-standing note payable from the Company to him.
On December 31, 2023, that note amount was approximately $1.3
million. The Company repaid $1 million during January 2024, with
the parties agreeing to pay the remainder at a future date as
mutually agreed. That balance remains outstanding.
About Yunhong Green
Barrington, Ill.-based Yunhong Green CTI Ltd develops, produces,
distributes and sells a number of consumer products throughout the
United States and in several other countries, and it produces film
products for commercial and industrial uses in the United States.
The Company's principal lines of products include: Novelty Products
consisting principally of foil and latex balloons and related gift
items; and Flexible Films for food and other commercial and
packaging applications.
As of March 31, 2024, Yunhong Green CTI had $16.75 million in total
assets, $11.47 million in total liabilities, and $5.28 million in
total shareholders' equity.
Lakewood, Colorado-based BF Borgers CPA PC, the Company's former
auditor, issued a "going concern" qualification in its report dated
March 29, 2024, citing that the Company's significant operating
losses raise substantial doubt about its ability to continue as a
going concern.
The Company dismissed BF Borgers as its auditor after the firm and
its owner, Benjamin F. Borgers, were charged by the Securities and
Exchange Commission with deliberate and systemic failures to comply
with PCAOB standards in audits and reviews included in over 1,500
SEC filings from January 2021 through June 2023. The charges
included false representations of compliance with PCAOB standards,
fabrication of audit documentation, and false statements in audit
reports. Borgers agreed to a $14 million civil penalty and a
permanent suspension from practicing before the Commission.
The Company appointed Wolf & Company, P.C. as its new auditor,
effective April 1, 2024.
ZEVRA THERAPEUTICS: The Vanguard Group Holds 5.23% Equity Stake
---------------------------------------------------------------
The Vanguard Group disclosed in a Schedule 13G/A Report filed with
the U.S. Securities and Exchange Commission that as of September
30, 2024, it beneficially owned 2,756,061 shares of Zevra
Therapeutics Inc.'s Common Stock, representing 5.23% of the shares
outstanding.
A full-text copy of Vanguard Group's SEC Report is available at:
https://tinyurl.com/53hwarex
About Zevra Therapeutics
Celebration, Fla.-based Zevra Therapeutics, Inc. is a company
focused on developing therapies for rare diseases with limited or
no treatment options. The company aims to create transformational
therapies by combining science, data, and patient needs. Utilizing
unique, data-driven development and commercialization strategies,
Zevra Therapeutics overcomes complex drug development challenges to
provide new therapies for the rare disease community.
During the year ended December 31, 2023, Zevra Therapeutics
incurred a net loss of $46 million, compared to a net loss of $26.8
million in 2022.
Orlando, Fla.-based Ernst & Young LLP, the company's auditor since
2022, issued a "going concern" qualification in its report dated
April 1, 2024. The qualification cited sustained recurring losses,
negative cash flows from operations, and substantial doubt about
the company's ability to continue as a going concern.
[*] Pittsburgh Business Bankruptcy Filings Reach 7-Year Peak
------------------------------------------------------------
Patty Tascarella of Pittsburgh Business Times reports that the
bankruptcy filings by local businesses in the Pittsburgh region
surged during the third quarter, with 87 filings -- the highest
quarterly total since 104 were recorded in Q2 2017, marking the
second-highest three-month figure in the past decade. Compared to
Q3 2023, filings jumped 142%, from 36 to 87, the report says.
By the end of September, total commercial filings for 2024 had
reached 188, surpassing the 133 filings for all of 2023 by 41.35%,
as well as the totals from the previous two years, according to the
report. The 2020 total of 212 business filings remains within
reach.
These filings were made in the U.S. Bankruptcy Court for the
Western District of Pennsylvania, which serves 25 counties, the
report notes. Data was provided by the Administrative Office of
U.S. Courts and bankruptcy information service Epic AACER through
the American Bankruptcy Institute.
Among the 87 filings, 27 were Chapter 7 (liquidation), 58 were
Chapter 11 (reorganization), and two were Chapter 13 filings for
sole proprietorships. While Chapter 7 and Chapter 13 filings
followed typical patterns, Chapter 11 filings saw a notable spike,
exceeding the totals from the first two quarters combined.
Michael Shiner, a shareholder at Tucker Arensberg PC and chair of
the firm's Bankruptcy and Creditors' Rights department, pointed to
the growing number of bankruptcy filings from skilled nursing and
long-term care facilities, including Guardian Elder Care at
Johnstown LLC, which filed for Chapter 11 in late July, the news
agency relates.
"These cases highlight the severe challenges facing the elder care
industry in Pennsylvania, including nursing shortages, a tough
regulatory environment, and reimbursement rates that are lagging
behind rising costs," the report cites Mr. Shiner as saying.
"Healthcare distress is a national issue, and I worry that this
trend will continue."
Kirk Burkley, managing partner at Bernstein-Burkley PC, added that
the healthcare sector, particularly hospitals, is facing widespread
distress, with nursing homes in western Pennsylvania hit especially
hard, the report further relates.
"We're seeing cracks in the dam," Burkley said, the report cites.
"Many expect 2025 to see more bankruptcy filings than 2024. While
interest rates have dropped recently, they're still high, inflation
remains elevated, and mortgage rates have barely budged. There's
significant pressure."
Burkley also noted that industries such as construction, logistics,
trucking, and commercial real estate -- especially the office
sector -- are seeing increased bankruptcy activity, along with some
movement in the energy sector.
Nationally, commercial filings increased 20% in the nine months
ending September 30 compared to the same period in 2023, with
Chapter 11 filings rising 36%.
According to the report, Michael Hunter, vice president of Epiq
AACER, remarked that a combination of Federal Reserve rate cuts and
rising unemployment rates suggests that the trend of increasing
bankruptcy filings will likely continue into 2024 and 2025. He also
pointed to external factors, such as the impacts of Hurricane
Helene and ongoing geopolitical conflicts, which may affect future
bankruptcy filings.
[*] Puerto Rico's Bankruptcies Increased YOY 32% Through Oct. 2024
------------------------------------------------------------------
Boletin de Puerto Rico reports that from January to October 2024,
Puerto Rico experienced a notable rise in bankruptcy filings, with
a total of 4,769 cases, marking a 32% increase compared to the same
period in 2023.
Of these cases, Chapter 13 bankruptcies, which allow individuals to
reorganize their finances under court supervision, comprised the
largest share at 66.5%, totaling 3,173 cases -- up 30.8%
year-over-year, the report says. Chapter 7 filings, involving full
asset liquidation, accounted for 32.2% of cases, with 1,534
filings, a 37.2% increase, the report adds.
According to Boletin de Puerto Rico, Chapter 11 filings,
predominantly filed by businesses aiming to reorganize while
remaining operational, dropped by 1.8% but still reached 49 cases.
Chapter 12, which pertains to family farmers and fishermen, saw 13
filings, reflecting a significant increase, although specific
growth percentages were not disclosed, the research firm says.
The report also highlighted industries most impacted by the surge
in bankruptcies. The restaurant industry reported 19 cases with a
total debt of $8.1 million, while the construction sector followed
with 13 cases and $7.6 million in debt. The agriculture industry
faced eight cases totaling $8 million in debt, and the real estate
sector, although with only eight filings, accumulated the highest
debt -- $75.8 million -- indicating substantial challenges within
the sector.
In terms of geography, San Juan, Ponce, and Bayamon were the
municipalities with the highest bankruptcy numbers. San Juan led
with 391 filings, Bayamon had 293, and Ponce recorded 219 cases,
all showing significant increases. Additionally, commercial
bankruptcies saw dramatic spikes in several areas, with a 400% rise
in Manati, a 225% increase in Guaynabo, and a 171% increase in San
Juan.
Across Puerto Rico, commercial bankruptcies surged by 22.8%, with
285 cases filed in the first 10 months of 2024.
Noteworthy bankruptcies included Full House Development Inc., which
reported $44.5 million in debt in the real estate sector. Other
significant cases were Golden Triangle Realty SE with $27.4 million
in debt, Eco Green Recycle Corp. with nearly $8 million, and Orengo
Air Corp. with $5.3 million in debts.
The total reported debt for bankruptcies in Puerto Rico from
January to October 2024 reached $730.5 million, a 29.7% decrease
from the $891.5 million reported in 2023. This figure excludes HIMA
Hospitals' 2023 bankruptcy, which accounted for $472.3 million of
last year's debt. Excluding this, 2023's debt would have been
$419.2 million, reflecting a 74.2% increase in reported debt for
2024.
[^] BOND PRICING: For the Week from November 11 to 15, 2024
-----------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
2U Inc TWOU 2.250 40.397 5/1/2025
99 Cents Only Stores LLC NDN 7.500 6.280 1/15/2026
99 Cents Only Stores LLC NDN 7.500 7.445 1/15/2026
99 Cents Only Stores LLC NDN 7.500 7.445 1/15/2026
Allen Media LLC / Allen
Media Co-Issuer Inc ALNMED 10.500 44.520 2/15/2028
Allen Media LLC / Allen
Media Co-Issuer Inc ALNMED 10.500 44.396 2/15/2028
Allen Media LLC / Allen
Media Co-Issuer Inc ALNMED 10.500 44.412 2/15/2028
Amyris Inc AMRS 1.500 0.953 11/15/2026
Anagram Holdings
LLC/Anagram
International Inc AIIAHL 10.000 0.750 8/15/2026
Anagram Holdings
LLC/Anagram
International Inc AIIAHL 10.000 0.750 8/15/2026
Anagram Holdings
LLC/Anagram
International Inc AIIAHL 10.000 0.750 8/15/2026
At Home Group Inc HOME 7.125 31.716 7/15/2029
At Home Group Inc HOME 7.125 31.716 7/15/2029
Audacy Capital LLC CBSR 6.750 2.837 3/31/2029
Audacy Capital LLC CBSR 6.500 3.475 5/1/2027
Audacy Capital LLC CBSR 6.750 2.837 3/31/2029
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Bank of America Corp BAC 5.750 100.012 5/16/2029
Bank of America Corp BAC 3.995 99.326 11/19/2024
Beasley Mezzanine
Holdings LLC BBGI 8.625 59.000 2/1/2026
Beasley Mezzanine
Holdings LLC BBGI 8.625 58.661 2/1/2026
Biora Therapeutics Inc BIOR 7.250 62.249 12/1/2025
Brunswick Corp/DE BC 7.125 105.863 8/1/2027
BuzzFeed Inc BZFD 8.500 93.500 12/3/2026
Castle US Holding Corp CISN 9.500 46.191 2/15/2028
Castle US Holding Corp CISN 9.500 46.127 2/15/2028
Citigroup Inc C 6.500 100.000 11/17/2032
Citigroup Inc C 5.700 100.000 8/16/2028
CorEnergy Infrastructure
Trust Inc CORR 5.875 70.250 8/15/2025
Cornerstone Chemical Co LLC CRNRCH 10.250 50.750 9/1/2027
Curo Oldco LLC CURO 7.500 2.980 8/1/2028
Curo Oldco LLC CURO 7.500 14.887 8/1/2028
Curo Oldco LLC CURO 7.500 2.980 8/1/2028
Cutera Inc CUTR 2.250 15.176 6/1/2028
Cutera Inc CUTR 2.250 30.412 3/15/2026
Cutera Inc CUTR 4.000 16.766 6/1/2029
Danimer Scientific Inc DNMR 3.250 11.045 12/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 1.094 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 6.625 0.650 8/15/2027
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 0.997 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 0.750 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 6.625 0.842 8/15/2027
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 0.997 8/15/2026
Diamond Sports Group
LLC / Diamond
Sports Finance Co DSPORT 5.375 0.750 8/15/2026
Energy Conversion Devices ENER 3.000 0.762 6/15/2013
Enterprise TE Partners LP EPD 8.055 73.871 6/1/2067
Enviva Partners LP /
Enviva Partners
Finance Corp EVA 6.500 25.000 1/15/2026
Enviva Partners LP /
Enviva Partners
Finance Corp EVA 6.500 20.750 1/15/2026
Exela Intermediate LLC /
Exela Finance Inc EXLINT 11.500 34.000 7/15/2026
Exela Intermediate LLC /
Exela Finance Inc EXLINT 11.500 33.500 7/15/2026
Federal Home Loan Banks FHLB 1.050 99.368 11/18/2024
Federal Home Loan Banks FHLB 0.620 98.804 12/9/2024
Federal Home Loan Banks FHLB 1.150 98.474 12/13/2024
Federal Home Loan Banks FHLB 0.650 88.220 12/9/2024
Federal Home Loan Banks FHLB 0.450 99.361 11/18/2024
Federal Home Loan
Mortgage Corp FHLMC 4.000 99.413 11/18/2024
Federal National
Mortgage Association FNMA 4.500 99.986 5/25/2029
First Republic Bank/CA FRCB 4.625 1.000 2/13/2047
First Republic Bank/CA FRCB 4.375 3.000 8/1/2046
GoTo Group Inc LOGM 5.500 39.854 5/1/2028
GoTo Group Inc LOGM 5.500 40.168 5/1/2028
Goldman Sachs Group Inc/The GS 5.350 100.000 5/16/2025
Goldman Sachs Group Inc/The GS 5.400 100.000 5/18/2026
Goldman Sachs Group Inc/The GS 3.648 99.086 11/19/2024
Goldman Sachs Group Inc/The GS 6.250 100.000 11/18/2026
Goldman Sachs Group Inc/The GS 6.200 100.000 11/18/2025
Goodman Networks Inc GOODNT 8.000 5.000 5/11/2022
Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022
H-Food Holdings
LLC / Hearthside
Finance Co Inc HEFOSO 8.500 6.656 6/1/2026
H-Food Holdings
LLC / Hearthside
Finance Co Inc HEFOSO 8.500 6.656 6/1/2026
Hallmark Financial
Services Inc HALL 6.250 20.420 8/15/2029
Homer City Generation LP HOMCTY 8.734 38.750 10/1/2026
Inotiv Inc NOTV 3.250 31.000 10/15/2027
Inseego Corp INSG 3.250 95.354 5/1/2025
Invacare Corp IVC 4.250 1.002 3/15/2026
JPMorgan Chase Bank NA JPM 5.000 99.380 2/21/2025
JPMorgan Chase Bank NA JPM 2.000 89.179 9/10/2031
Ligado Networks LLC NEWLSQ 15.500 19.000 11/1/2023
Ligado Networks LLC NEWLSQ 17.500 3.500 5/1/2024
Ligado Networks LLC NEWLSQ 15.500 18.500 11/1/2023
Lightning eMotors Inc ZEVY 7.500 1.000 5/15/2024
Luminar Technologies Inc LAZR 1.250 47.500 12/15/2026
MBIA Insurance Corp MBI 16.178 4.612 1/15/2033
MBIA Insurance Corp MBI 16.178 4.612 1/15/2033
Macy's Retail Holdings LLC M 6.700 85.593 7/15/2034
Mashantucket Western
Pequot Tribe MASHTU 7.350 50.864 7/1/2026
Morgan Stanley MS 1.800 77.972 8/27/2036
Office Properties
Income Trust OPI 4.500 90.337 2/1/2025
Polar US Borrower
LLC / Schenectady
International Group Inc SIGRP 6.750 47.000 5/15/2026
Polar US Borrower
LLC / Schenectady
International Group Inc SIGRP 6.750 32.500 5/15/2026
Rackspace Technology
Global Inc RAX 5.375 30.963 12/1/2028
Rackspace Technology
Global Inc RAX 3.500 27.500 2/15/2028
Rackspace Technology
Global Inc RAX 5.375 31.391 12/1/2028
Rackspace Technology
Global Inc RAX 3.500 29.514 2/15/2028
Renco Metals Inc RENCO 11.500 24.875 7/1/2003
Rite Aid Corp RAD 7.700 1.700 2/15/2027
Rite Aid Corp RAD 6.875 3.500 12/15/2028
Rite Aid Corp RAD 6.875 3.500 12/15/2028
RumbleON Inc RMBL 6.750 89.423 1/1/2025
SVB Financial Group SIVB 3.500 34.000 1/29/2025
Shutterfly LLC SFLY 8.500 47.500 10/1/2026
Shutterfly LLC SFLY 8.500 88.500 10/1/2026
Spanish Broadcasting
System Inc SBSAA 9.750 66.250 3/1/2026
Spanish Broadcasting
System Inc SBSAA 9.750 66.000 3/1/2026
Spirit Airlines Inc SAVE 1.000 38.195 5/15/2026
Spirit Airlines Inc SAVE 4.750 66.329 5/15/2025
TPI Composites Inc TPIC 5.250 40.250 3/15/2028
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
Tricida Inc TCDA 3.500 9.000 5/15/2027
Veritone Inc VERI 1.750 47.000 11/15/2026
Virgin Galactic Holdings SPCE 2.500 43.000 2/1/2027
Vitamin Oldco Holdings Inc GNC 1.500 0.438 8/15/2020
Voyager Aviation Holdings VAHLLC 8.500 14.521 5/9/2026
Voyager Aviation Holdings VAHLLC 8.500 14.521 5/9/2026
Voyager Aviation Holdings VAHLLC 8.500 14.521 5/9/2026
Vroom Inc VRM 0.750 53.352 7/1/2026
WW International Inc WW 4.500 22.592 4/15/2029
WW International Inc WW 4.500 22.565 4/15/2029
Wells Fargo & Co WFC 5.823 98.314 11/29/2024
Wesco Aircraft Holdings Inc WAIR 13.125 1.892 11/15/2027
Wesco Aircraft Holdings Inc WAIR 9.000 41.662 11/15/2026
Wesco Aircraft Holdings Inc WAIR 9.000 41.662 11/15/2026
Wesco Aircraft Holdings Inc WAIR 13.125 1.892 11/15/2027
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
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are not intended to reflect actual trades. Prices for actual
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