/raid1/www/Hosts/bankrupt/TCR_Public/241120.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, November 20, 2024, Vol. 28, No. 324
Headlines
12027 OTSEGO: Voluntary Chapter 11 Case Summary
384 SOUTH: Updates Unsecured Claims Pay Details
9415 107 STREET: Voluntary Chapter 11 Case Summary
ADVANCED INTEGRATION: S&P Upgrades ICR to 'B-', Outlook Positive
AFAKORI INC: Hires Curd Galindo & Smith as Bankruptcy Counsel
AGSPRING LLC: Seeks to Extend Plan Exclusivity to Nov. 30
AMARILLO PLATINUM: Seeks to Extend Exclusivity to Jan. 10, 2025
AMN HEALTHCARE: S&P Downgrades LT ICR to 'BB', Outlook Stable
APFS STAFFING: Moody's Affirms 'B2' CFR, Outlook Remains Stable
APPLE CENTRAL: Hires GGG Partners LLC as Financial Advisor
APPLE CENTRAL: Seeks to Hire Brookwood Associates as Sale Advisor
APPLIED PEDIATRICS: Continued Operations to Fund Plan
AQUABOUNTY TECHNOLOGIES: Narrows Net Loss to $3.4-Mil. in Fiscal Q3
ASHFORD HOSPITALITY: Posts $63.2 Million Net Loss in Fiscal Q3
AZZ INC: S&P Upgrades ICR to 'BB-' on Improving Cash Flows
B&T PIZZA HOUSE: Case Summary & Nine Unsecured Creditors
BAMA PIZZA 8028: Case Summary & 10 Unsecured Creditors
BAYER & SONZ: Seeks to Hire Krekeler Law as Bankruptcy Counsel
BC AVENTURA: Voluntary Chapter 11 Case Summary
BFDWC PIZZA: Case Summary & 13 Unsecured Creditors
BHAVICHAND LLC: Hires Joyce W. Lindauer PLLC as Legal Counsel
BLUESUMMIT MEDICAL: Taps Hirschler Fleischer as Bankruptcy Counsel
BOOTH EXCAVATING: Seeks to Hire Vallee Connor as Legal Counsel
BUILT BY KCE: Updates Restructuring Plan Disclosures
BWX TECHNOLOGIES: Moody's Ups CFR to Ba1 & Unsecured Notes to Ba2
BXNG HOLDINGS: Gets Interim OK to Use Lender's Cash Collateral
CALERA CORP: Seeks to Hire Murdock Martell as Accountant
CAN BROTHERS: Hires Robert L. Corallino PC as Accountant
CAPSTONE COMPANIES: Signs Loan Agreement With Coppermine Ventures
CAREMAX INC: Case Summary & 30 Largest Unsecured Creditors
CG JERSEY: Case Summary & 11 Unsecured Creditors
CHEMOURS COMPANY: Moody's Rates New Senior Unsecured Notes 'B1'
CHORD ENERGY: Moody's Hikes CFR to Ba1 & Alters Outlook to Stable
CLASS 1 LOGISTICS: Claims to be Paid From Business Revenue
CMG MEDIA: S&P Upgrades ICR to 'B-' on Completed Debt Exchanges
CONN'S INC: Seeks to Extend Plan Exclusivity to Feb. 18, 2025
CORREIA CONTRACTING: Case Summary & Six Unsecured Creditors
CORTEZ PIZZA: Case Summary & 11 Unsecured Creditors
CPM HOLDINGS: Moody's Lowers CFR to B3, Outlook Stable
DANT A. SANDRAS: Unsecureds' Recovery Lowered to 10% in Plan
DELUXE CORP: S&P Alters Outlook to Positive, Affirms 'B-' ICR
DIAMOND G INSPECTION: Taps Vincent Slusher as Bankruptcy Counsel
DIOCESE OF ROCKVILLE: Unsecureds to Get Share of GUC Distribution
DOTDASH MEREDITH: S&P Rates New $1.18BB Sr. Secured Term Loan 'B+'
DRT @ BURKY'S: Case Summary & 10 Largest Unsecured Creditors
ECHOSTAR CORP: Moody's Appends 'LD' Designation to ‘Caa2-PD’ PDR
ELENAROSE CAPITAL: Gets Interim OK to Use Cash Collateral
EMRLD BORROWER: Moody's Cuts CFR & Senior Secured Term Loans to B2
ENVIVA INC: Seeks to Hire Deloitte Financial as Financial Advisory
EPIC! CREATIONS: Trustee Taps Panag & Babu as Indian Local Counsel
EXPEDITOR SYSTEMS: Hires Gensburg Calandriello & Kanter as Counsel
EXTENDEDFIELDFORCE LLC: Gets Interim OK to Use Cash Collateral
FLYING GROUPER: Case Summary & Eight Unsecured Creditors
FTAI AVIATION: Moody's Alters Outlook on 'Ba2' CFR to Stable
GATEWAY AT WYNWOOD: Seeks to Extend Plan Exclusivity to Dec. 27
GP INC: Seeks to Hire Sanborn and Company as Business Broker
GRAND CANYON UNIVERSITY: Moody's Rates 2024 Education Bonds 'Ba1'
HOPEMAN BROTHERS: Comm. Taps NERA as Insurance Allocation Expert
HOSPITALITY AT YORK: Seeks Cash Collateral Access
HTX WELLNESS: Granted Continued Access to Cash Collateral
HUNTERSTOWN GENERATION: S&P Rates $550MM Term Loan B 'BB-'
HYPERSCALE DATA: Amends S-1 for 1.5-Mil. Preferred Shares Offering
ICEY-TEK USA: Hires Harris Shelton Hanover Walsh as Counsel
ICON AIRCRAFT: Seeks to Extend Plan Exclusivity to Jan. 29, 2025
IHEARTCOMMUNICATIONS INC: S&P Lowers ICR to 'CC', Outlook Negative
INFINERA CORP: Reports $14.3 Million Net Loss in Fiscal Q3
INNOPHOS HOLDINGS: S&P Rates Second-Lien Secured Notes 'B-'
IRECERTIFY LLC: Gets Interim OK to Use Cash Collateral
IRECERTIFY LLC: Seeks Approval to Hire Pearson Butler as Counsel
JD MOTORSPORTS: Creditors to Get Proceeds From Liquidation
JEA2 LLC: Hires Reynolds Law LLP as Bankruptcy Counsel
JER INVESTORS: Seeks to Extend Plan Exclusivity to Jan. 27, 2025
KINETIC ENTROPY: Unsecureds Will Get 66% of Claims in Plan
KING ESTATES: Hires Gorski & Knowlton as Bankruptcy Counsel
LASER INNOVATIONS: Hires Joyce W. Lindauer Attorney as Counsel
LATHAM GROUP: S&P Alters Outlook to Stable, Affirms 'B+' ICR
LEAFBUYER TECHNOLOGIES: Reports $709,430 Net Loss for FY 2024
LEGENCE HOLDINGS: S&P Affirms 'B-' ICR on Incremental Debt
LIQUID TECH: Moody's Raises CFR to B2 & Alters Outlook to Stable
LJB LLC: Gets OK to Use Cash Collateral Until Dec. 4
LL&L REAL ESTATE: Unsecureds to be Paid in Full in Plan
LOUISIANA APPLE: Hires Akerman LLP as General Bankruptcy Counsel
LPG 405 ALBERTO: Seeks to Tap Menlo Law Group as Special Counsel
LPG 405 ALBERTO: Taps Garman Turner Gordon as Bankruptcy Counsel
LUMEN TECHNOLOGIES: Net Loss Widens to $148 Million in Fiscal Q3
MAGLEV ENERGY: Seeks to Hire Blachard Law P.A. as Attorney
MATTR CORP: S&P Alters Outlook to Negative, Affirms 'BB-' LT ICR
MCR HEALTH: Gets Interim OK to Use Cash Collateral Until Dec. 5
MEDLIN EXPEDITED: Case Summary & 20 Largest Unsecured Creditors
MFT RESOURCES: Committee Taps H. Kent Aguillard as Legal Counsel
MLJ COMPANIES: Seeks to Hire Conway Law Group PC as Counsel
MONTGOMERY TREE: Seeks to Extend Plan Exclusivity to Dec. 28
MOUGIANIS INDUSTRIES: Unsecureds Will Get 100% in Plan
NEX SJ LLC: Seeks Court Nod to Use Cash Collateral
NO2SAC TRANSPORTATION: Hires Patrick J. Gros CPA as Accountant
NORDICUS PARTNERS: Alteral Holds 25.75% Stake After Orocidin Deal
NORDICUS PARTNERS: JE Pitzner Holds 5.87% After Orocidin Deal
NOVA CHEMICALS: S&P Rates US$400MM Senior Unsecured Notes 'BB-'
ODYSSEY MARINE: Receives Nasdaq Noncompliance Notices
PARAMOUNT RESOURCES: Moody's Puts Ba2 CFR on Review for Downgrade
PARAMOUNT RESOURCES: S&P Places 'BB-' ICR on CreditWatch Negative
PARK SEVEN: Unsecureds to be Paid in Full over 60 Months
PARTNERS REAL: Unsecureds Will Get 100% of Claims in Plan
PERASO INC: Exercises Warrants for $2.9 Million in Gross Proceeds
PERICH AESTHETICS: Unsecureds to Get Share of Income for 3 Years
PETROQUEST ENERGY: Nov. 21 Deadline Set for Panel Questionnaires
PINE TREE: Seeks to Hire MRB Legacy as Real Estate Broker
POET TECHNOLOGIES: MMCAP International Holds 9.9% Equity Stake
POWER BLOCK: Committee Hires Greenberg Traurig LLP as Counsel
PRAIRIE KNOLLS: Trustee Hires Stevens Martin as Special Counsel
PRESPERSE CORP: Talc Claimants Tap Gilbert LLP as Special Counsel
PRESPERSE CORP: Talc Claimants Tap Legal Analysis as Consultant
PRESTIGE PROPERTY: Seeks to Hire JPC Law Office as Attorney
PRIORITY TECHNOLOGY: S&P Raises ICR to 'B', Outlook Stable
REAL QUEST PIZZA: Case Summary & Seven Unsecured Creditors
RED RIVER TALC: Disclosure & Plan Hearing on Jan. 27
RELIANT LIFE: Committee Hires Golden Goodrich as Counsel
RELIANT LIFE: Committee Hires Golden Goodrich as Counsel
RIC (LAVERNIA): Seeks to Extend Plan Exclusivity to Dec. 9
RIGHT SIZE: Gets Interim OK to Use Cash Collateral Until Dec. 31
RLK GROUP: Seeks Approval to Hire Crystal J. White as Bookkeeper
ROLLING ACRES: Trustee Hires Stevens Martin as Special Counsel
ROYAL CARIBBEAN: Moody's Hikes CFR & Senior Unsecured Notes to Ba1
S&W SEED: Regains Compliance With Nasdaq Listing Rules
SEAWORLD PARKS: Moody's Rates New $1.5BB Secured Term Loan 'Ba2'
SELECT MEDICAL: S&P Lowers Senior Secured Debt Rating to 'BB'
SELECT MEDICAL: S&P Rates New $850MM Senior Unsecured Notes 'B'
SIDHU TRANSPORTS: Seeks to Hire Kroger Gardis & Regas as Counsel
SINGH BROS: Case Summary & Two Unsecured Creditors
SNS OG LLC: Seeks Approval to Hire J.M. Cook P.A. as Counsel
SOUTHWEST COMMUNITY: Gets Interim OK to Use Cash Collateral
SPIRIT AIRLINES: Paul Hastings Represents Convertible Noteholders
SPIRIT AIRLINES: S&P Lowers ICR to 'D' on Chapter 11 Filing
STINGRAY 1812 PIZZA: Case Summary & Nine Unsecured Creditors
SUN TECH AIR: Gets OK to Use Cash Collateral Until Dec. 31
TBDB GR8 PIZZA: Case Summary & 13 Unsecured Creditors
TIME OUT: Trustee Hires Stevens Martin Vaughn as Special Counsel
TLC MEDICAL: Seeks to Hire Susan D. Lasky P.A. as Legal Counsel
TOP PARK: Trustee Hires Stevens Martin Vaughn as Special Counsel
TPC GROUP: Moody's Affirms B2 CFR & Rates New $575MM Term Loan B2
TREE HAUS: Seeks to Hire Greenberg Traurig LLP as Counsel
TUBULAR SYNERGY: Plan Exclusivity Period Extended to Dec. 6
TURNONGREEN INC: Mark Scarmato, Family Trust Hold 9.99% Stake
ULTRA SAFE: Seeks to Hire Ordinary Course Professionals
VERTEX ENERGY: Committee Taps Willkie Farr & Gallagher as Counsel
VERTEX ENERGY: Retains CCO Joshua Foster With $284,750 Bonus
WW INTERNATIONAL: S&P Lowers ICR to 'CCC' on Restructuring Risk
XEROX HOLDINGS: S&P Downgrades ICR to 'B+', Outlook Negative
XRC LLC: Gets Interim OK to Use Cash Collateral Until Dec. 12
ZHANG MEDICAL: Unsecureds Will Get 2% of Claims over 3 Years
*********
12027 OTSEGO: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 12027 Otsego, LLC
12027 Otsego St.
Valley Village CA 91607
Business Description: 12027 Otsego is primarily engaged in renting
and leasing real estate properties.
Chapter 11 Petition Date: November 15, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-11903
Judge: Hon. Martin R Barash
Debtor's Counsel: Hovig John Abassian, Esq.
6336 Beeman Avenue
North Hollywood CA 91606
Tel: 818-808-9226
Email: john@gaylordnantais.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert Spiro 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/2DARTOQ/12027_Otsego_LLC__cacbke-24-11903__0001.0.pdf?mcid=tGE4TAMA
384 SOUTH: Updates Unsecured Claims Pay Details
-----------------------------------------------
384 South 5th LLC submitted a Second Amended Plan of Reorganization
describing Second Amended Disclosure Statement dated October 7,
2024.
The Debtor will continue to be managed post-Confirmation Date by
David Goldwasser, the Debtor's chief restructuring officer. Mr.
Goldwasser shall not receive any compensation for his continued
services until such time as all creditors are paid to the extent
provided for and in accordance with the Plan.
The Debtor shall continue its efforts to market the Property for
refinance or sale and upon the closing of such refinance or sale,
the net proceeds thereof shall be distributed in accordance with
the terms of this Plan.
Once the Debtor has liquidated the Property, it shall cause "final"
tax returns to be filed with New York State Department of Taxation
and Finance as well as the Internal Revenue Service and shall file
such additional documents as are necessary to cause the formal
dissolution of the Debtor with the New York State, Secretary of
State.
Class 3 shall consist of the Unsecured Claims of the Debtor.
* Refinance Option: In the event the Refinance occurs on or
before October 31, 2024, each holder of an Allowed General
Unsecured Class 3 Claim shall receive 5% of their Allowed Claims
within one year of the Effective Date, in full and final
satisfaction of Class 3 Claims.
* Sale Option: In the event of a Sale, Class 3 claimholders
shall each receive the remaining proceeds, if any, after the
payment in full of all Class 1 and Class 2 Claims in full.
The Class 3 General Unsecured Claims are impaired and are entitled
to vote to accept or reject the Plan.
The holders of Class 4 interests shall continue to retain their
interests in the Debtor after the Effective Date and shall receive
any net proceeds after payment in full to all Allowed classified
and unclassified Claims. Class 4 interests are unimpaired under the
Plan and are deemed to accept the Plan.
This Plan shall be funded with the net proceeds of (a) the Sale of
the Property or (b) the Refinance of the Property, as applicable.
All distributions shall be made by the Disbursing Agent in
accordance with Article III herein, except that to the extent that
a Claim becomes an Allowed Claim after the Effective Date, within
ten days after the order allowing such Claim becomes a Final
Order.
Subject to the time deadlines set forth in this Article IV, the
Debtor shall market the Property Post-Confirmation Date, and the
Debtor may engage a real estate broker to assist in such efforts,
in order to refinance or sell and liquidate the Property for the
highest and best price on or before the Refinance or Sale.
A full-text copy of the Second Amended Plan dated October 7, 2024
is available at https://urlcurt.com/u?l=WXOaFh from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Jonathan S. Pasternak, Esq.
Robert L. Rattet, Esq.
Davidoff Hutcher & Citron, LLP
120 Bloomingdale Road, Suite 100
White Plains, NY 10605
Telephone: (914) 381-7400
About 384 South 5th
384 South 5th LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-40680) on Feb. 14,
2024. In the petition signed by David Goldwasser, chief
restructuring officer, the Debtor disclosed up to $10 million in
both assets and liabilities.
Judge Elizabeth S. Stong oversees the case.
The Debtor tapped Davidoff Hutcher & Citron, LLP as counsel and FIA
Capital Partners, LLC to provide a chief restructuring officer
(CRO) and certain additional personnel.
9415 107 STREET: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: 9415 107 Street LLC
9415 107 Street
Ozone Park NY 11416
Business Description: 9415 107 Street LLC is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: November 15, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-44770
Judge: Hon. Elizabeth S Stong
Debtor's Counsel: Vivian Williams, Esq.
VMW LAW PC
733 3rd Avenue FL 16
NY 10017
Tel: 212-516-5312
Email: vwilliams@thewilliamsfirmnyc.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Kristh Narine Ramjewan as authorized
representative of the Debtor.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/V343RKY/9415_107_Street_LLC__nyebke-24-44770__0001.0.pdf?mcid=tGE4TAMA
ADVANCED INTEGRATION: S&P Upgrades ICR to 'B-', Outlook Positive
----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Advanced
Integration Technology L.P. (AIT) to 'B-' from 'CCC+'. At the same
time, S&P raised the issue-level rating on the first-lien debt to
'B-' from 'CCC+'. The recovery rating remains '3'.
The positive outlook reflects S&P's expectation the company's debt
to EBITDA decline below 7x in 2024 while free cash flow is solidly
positive.
S&P said, "The upgrade reflects our expectation that credit metrics
will improve significantly in 2024 and continue to strengthen
thereafter. AIT's debt to EBITDA has been above 9x in the years
following the COVID-19 pandemic and it is benefitting from earnings
growth as previous delays subside. We expect debt to EBITDA of
6x-6.4x in 2024 and 4.6x-5x in 2025 while free cash flow is
meaningfully positive throughout the forecast period."
Sales are growing rapidly as previous bookings are fulfilled. The
commercial aerospace market has been weak, first due to the
COVID-19 pandemic and then delays on Boeing programs. During this
time period, AIT's Department of Defense (DoD) business has
provided stability and has helped drive growth in 2024. Bookings
with the DoD have been consistent, and while supply chain issues
and other macroeconomic restraints hindered revenues in previous
years, sales are now catching up. Work on a recently announced DoD
rotorcraft program has raised AIT's revenue floor, providing growth
while the commercial aerospace market continues to rebound. S&P
expects 45%-50% revenue growth in 2024 as defense programs that
faced delays in 2023 ramp up, with further growth of 10%-15% in
2025 due to improvement in the commercial market.
EBITDA margin expansion will be key to AIT's earnings growth. AIT's
margins have been volatile in recent years, dropping to the 15%-16%
range in 2023. The company has worked to restore margins and
further expand them via cost reduction efforts and higher sales
volumes. AIT closed a small manufacturing site resulting in lower
fixed costs and has instituted a more variable cost structure to
limit some downside risk. The company has also worked to improve
margins within contracts through a renewed focus on operating
efficiency. These efforts, combined with significant sales growth,
has driven improved profitability. S&P expects EBITDA margins of
24%-26% in 2024 and 27%-29% in 2025.
The positive outlook on AIT reflects S&P's expectation that its
debt to EBITDA will be 6x-6.4x in 2024 and 4.6x-5x in 2025 and its
free cash flow will be $30 million-$50 million annually throughout
our forecast.
S&P could revise the outlook on AIT to stable if its debt to EBITDA
stays above 7x and we expect it to remain there or its free cash
flow is minimal. This could occur if:
-- Its backlog shrinks because it fails to win new business;
-- It experiences operational challenges that constrain its
EBITDA; or
-- Its working capital needs are materially higher than S&P
expects.
S&P could raise its rating on AIT if its debt to EBITDA improves
well below 7x and S&P expects it to remain there while the company
generates meaningfully positive free cash flow. This could occur
if:
-- Its revenue continues to grow as it works through its backlog;
-- Its EBITDA margins remain elevated; and
-- The company successfully manages its working capital.
ESG factors are neutral to our credit rating analysis of AIT.
AFAKORI INC: Hires Curd Galindo & Smith as Bankruptcy Counsel
-------------------------------------------------------------
Afakori Inc. seeks approval from the U.S. Bankruptcy Court for the
Central District of California to hire Curd Galindo & Smith, LLP to
serve as legal counsel in its Chapter 11 case.
The firm's services include:
a. giving the Debtor legal advice with respect to its powers
and duties and the continued operation of its business and
management of its property;
b. preparing legal papers;
c. preparing and timely submitting a Subchapter V plan of
reorganization to creditors and the court;
d. assisting the Debtor as necessary in complying with the
guidelines set by the Office of the U.S. Trustee;
e. assisting in the prosecution of adverse actions, claims
objections or contested matters, which may be necessary or
ancillary proceedings to the bankruptcy; and
f. performing other necessary legal services.
Curd Galindo & Smith's hourly rates are as follows:
Jeffrey Smith $600 per hour
Partners $450 per hour
Associates $275 per hour
Paralegals $125 per hour
The firm will receive reimbursement for out-of-pocket expenses
incurred.
The firm also received from the Debtor a retainer of $4,800.
Jeffrey Smith, Esq., a partner at Curd Galindo & Smith, 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:
Jeffrey B. Smith, Esq.
Curd Galindo & Smith, LLP
301 East Ocean Boulevard, Suite 1700
Long Beach, CA 90802
Tel: (562) 624-1177
Fax: (562) 624-1178
Email: jsmith@cgsattys.com
About Afakori Inc.
Afakori Inc. is engaged in the business of steel product
manufacturing from purchased steel.
Afakori Inc. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. C.D. Cal. Case No. 24-12573) on October 9, 2024. In
the petition filed by Amir Alizadeh, as chief executive officer,
the Debtor reports estimated assets between $1 million and $10
million and estimated liabilities between $500,000 and $1 million.
The Honorable Bankruptcy Judge Scott C. Clarkson handles the case.
The Debtor is represented by Jeffrey B. Smith, Esq. at CURD,
GALINDO & SMITH, LLP.
AGSPRING LLC: Seeks to Extend Plan Exclusivity to Nov. 30
---------------------------------------------------------
Agspring, LLC, and its affiliates asked the U.S. Bankruptcy Court
for the District of Delaware to extend their exclusivity periods to
file a plan of reorganization and obtain acceptance thereof to
November 30, 2024 and January 31, 2025, respectively.
The Debtors claim that they have limited personnel providing
services to them as part time contractors and therefore need
additional time to address plan issues and to resolve claims, while
these chapter 11 cases are not overly large. In addition, the
Debtors are engaged in good-faith negotiations with their two
largest creditors in an effort to reach a consensual global
resolution.
Since the Petition Date, the Debtors have already satisfied key
milestones necessary for the successful resolution of these chapter
11 cases, including completion and filing of their schedules and
statements, obtaining the consensual use of cash collateral and
filing of a combined disclosure statement and plan. The Debtors
also have been focused on a potential resolution of these cases,
including confirming the proposed combined disclosure statement and
plan.
The Debtors assert that they are requesting an extension of the
Exclusivity Periods to focus their time and energy on ultimately
confirming the combined plan filed in these cases. Continued
exclusivity will permit the Debtors the ability to maintain
flexibility in securing confirmation. All of the Debtors'
stakeholders will benefit from the Debtors' focused efforts to
maximize the value of the Debtors' estates at this time. The
Debtors' secured lenders have no objection to the extension
requested in this Motion.
The Debtors further assert that they are not seeking an extension
of the Exclusivity Periods to pressure or prejudice any of their
stakeholders. The Debtors are requesting an extension of the
Exclusivity Periods to focus their time and energy on confirming a
fair and equitable plan. Creditor groups or their advisors have had
an opportunity to actively participate in substantive discussions
with the Debtors throughout these chapter 11 cases.
Counsel to the Debtors:
Laura Davis Jones, Esq.
Pachulski Stang Ziehl & Jones LLP
919 North Market Street, 17th Floor
Wilmington, DE 19801
Telephone: 302-778-6401
Mobile: 302-547-3132
Email: ljones@pszjlaw.com
- and -
Samuel R. Maizel, Esq.
John A. Moe, II, Esq.
Tania M. Moyron, Esq.
Dentons US, LLP
601 South Figueroa Street, Suite 2500
Los Angeles, California 90017-5704
Tel: (213) 623-9300
Fax: (213) 623-9924
Email: samuel.maizel@dentons.com
john.moe@dentons.com
tania.moyron@dentons.com
About Agspring LLC
Agspring, LLC is a provider of warehousing and storage services in
Leawood, Kansas.
Agspring and five of its affiliates filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead
Case No. 23-10699) on May 31, 2023. At the time of the filing,
Agspring reported $1 million to $10 million in assets and $50
million to $100 million in liabilities.
Judge Craig T. Goldblatt oversees the cases.
The Debtor tapped Pachulski Stang Ziehl & Jones, LLP and Dentons
US, LLP as legal counsels, and Kyle Sturgeon of MERU, LLC as chief
restructuring officer.
AMARILLO PLATINUM: Seeks to Extend Exclusivity to Jan. 10, 2025
---------------------------------------------------------------
Amarillo Platinum, LLC, and affiliates asked the U.S. Bankruptcy
Court for the Middle District of Tennessee to extend their
exclusivity periods to file a plan of reorganization and obtain
acceptance thereof to January 10, 2025 and February 28, 2025,
respectively.
The Debtors explain that cause exists warranting the Court's
extension of the 120-Day Exclusivity Period and the 180-Day Period
to the dates requested. The Debtors own and operate three separate
hotels under three separate brand franchise agreements in distinct
markets. Each requires its own detailed analysis of cash flow,
capital improvement costs and anticipated timelines, and
valuation.
Moreover, as set forth in the Company Profile, and as this Court is
aware from the Affiliated Cases, the Debtors historically used
centralized cash management under a separate management company,
Platinum Management Services, LLC ("PMS"). This historical
financial recordkeeping, however, is not fully reliable as it did
not consistently segregate and capture expenses on a hotel-by-hotel
basis.
The Debtors claim that it is for this exact reason, among others,
that the Debtors immediately retained National Hospitality
Consulting Group ("NHCG") and its principal, Manoj Patel ("Mr.
Patel") to serve as independent restructuring advisors to the
Debtors. NHCG has been working diligently with the Debtors to
reconcile the historical financial records, a task necessary to
create a feasible cash flow forecast and propose a confirmable plan
for each of the Debtors, but it needs additional time to complete
this task.
The Debtors assert that creditors, in general, will not be
prejudiced by the extension request, because the requested extended
deadlines fall within the extension limitation found in Section
1121(d)(2) of the Bankruptcy Code, and, specifically as to the
largest secured creditor, LBC2 Trust, because it has consented to
the requested extension dates.
The Debtors believe, and if necessary will present evidence to
demonstrate, that if given additional time to propose a Plan on an
exclusive basis, they will be able to propose a confirmable Plan
that will at best be consensually supported by all creditors or at
worst provide creditors significantly more than they would receive
in a chapter 7 liquidation.
Counsel to the Debtors:
Henry E. (Ned) Hildebrand, IV, Esq.
Gray Waldron, Esq.
DUNHAM HILDEBRAND PAYNE WALDRON, PLLC
9020 Overlook Boulevard, Suite 316
Brentwood, TN 37027
Phone: (615) 933-5851
Email: ned@dhnashville.com
Email: gray@dhnashville.com
About Amarillo Platinum
Amarillo Platinum, LLC d/b/a SpringHill Suites Amarillo filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Tenn. Case No. 24-02447) on July 1, 2024, listing
up to $50,000 in assets and $10 million to $50 million in
liabilities. The petition was signed by Mitul Patel as manager.
Judge Charles M Walker presides over the case.
Henry E. ("Ned") Hildebrand, IV, Esq. at DUNHAM HILDEBRAND PAYNE
WALDRON, PLLC, is the Debtor's counsel.
AMN HEALTHCARE: S&P Downgrades LT ICR to 'BB', Outlook Stable
-------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Dallas-based health care staffing company AMN Healthcare Services
Inc. to 'BB' from 'BB+'.
S&P said, "At the same time, we lowered the issue-level rating on
unsecured debt to 'B+' from 'BB-' in line with ICR. The recovery
rating on this debt remains '6', indicating our expectation for
negligible (0%-10%; rounded estimate: 0%) recovery prospects in the
event of default. We affirmed our 'BBB-' issue-level rating on the
senior secured debt. The '1' recovery rating on this debt is
unchanged, indicating prospects for very high (90%-100%; rounded
estimate: 95%) recovery in the event of default.
"The stable outlook reflects our view that it will maintain
adjusted leverage under 4x. It also incorporates our view that
while the bill rates have almost stabilized and with most of the
health systems have figured out the balance between temp and
permanent staff, the demand for temp nurses will stabilize and
improve modestly in the medium term.
"The downgrade reflects our expectation that AMN's adjusted
leverage will be elevated and recovery will be slower than we
previously expected. The demand for travel nurses has remained
weak. While demand has improved modestly from its low point in
April this year, it remains significantly below compared with
pre-pandemic levels. We expect AMN's margin to remain pressured and
leverage in the 3.0x-4.0x range for 2024 and 2025.
"We expect demand for temporary nurse staffing to remain depressed
and bill rates to stabilize slightly, but believe bill pay spreads
will continue hurting margins going into 2025. After a surge in
travel nurse demand and bill rates during the pandemic, in 2023 and
2024, the health care providers focused on reducing their contract
labor costs by hiring more permanent staff to fulfil their needs,
helping them reduce overall costs and improve margins. This has
driven down both bill rates and utilization of contract labor. The
trajectory of the decline in bill rates was steeper than our
expectations, as well as the rollback in the usage of temporary
staff. While there are signs of market stabilization, with a modest
increase in open orders (which could indicate demand has bottomed
out), we believe the challenges persist and the path to recovery
remains uncertain. We thus expect the demand for travel nurses will
remain soft in 2025 in our base-case scenario. Margins also
declined due to pressure around bill pay spread. Unlike our earlier
expectations, we expect bill pay spreads to only modestly improve
in the near term."
AMN remains one of larger, more diverse players in a needed
industry. S&P said, "Despite the challenging conditions in the
core temporary nurse staffing market over the near term, we
maintain our view that the industry remains a critical partner to
hospitals to meet staffing and patient needs. AMN is one of the
largest players in the temporary staffing industry and offers
diversified services. We expected AMN's top line to somewhat
benefit from demand in its physician solutions segment." However,
growth was flat in this segment, excluding the impact of MSDR
acquisition (completed in November 2023). This is largely due to
specialty mix shift, which also kept margins lower with strong
demand for CRNAs (which tend to have lower margins compared with
other specialties). While the overall demand for locums remains
strong due to a physician shortage in the U.S., margin for the
segment declined due to bill pay spread pressure.
Offsetting some of these pressures is company's presence in
language interpretation services and technology segment, which
continues to experience strong demand and generates higher margins.
Also, AMN's recent investment in technology solutions, like the
Shiftwise Flex platform, could provide a competitive advantage and
help offset some of the headwinds. Overall, S&P expects the
company's adjusted margin for 2025 will remain in 10%-11% range.
S&P said, "We expect AMN to maintain disciplined financial policy
and focus on deleveraging. We believe AMN will benefit somewhat
from its diversified services offerings and maintain conservative
financial policy. We expect AMN will focus on deleveraging rather
than large acquisitions and/or share repurchases. We expect the
company to use its free cash flow toward deleveraging and maintain
strong liquidity position during 2025.
"We base our stable outlook on AMN on our expectation that it will
maintain adjusted leverage in the 3.0x-4.0x range while maintaining
conservative financial policies by not focusing on aggressive
acquisitions and/or share repurchases. It also reflects our
expectation while it is hard to predict the demand and margin
trends for the travel nurse segment, which trails our previous
expectations, company's diverse business offerings will help
weather some of these challenges, helping it maintain S&P Global
Ratings-adjusted EBITDA margins above 10%.
"We could consider downgrading AMN if its S&P Global
Ratings-adjusted leverage exceeds 4.0x, likely from further
weakening in demand across the segments, which could cause the
EBITDA margin to decline below 10% on sustained basis. This can
happen if there is a deterioration in the company's competitive
position, which could contribute to suppressed demand for travel
nurses and locums for a longer period than anticipated.
"Although highly unlikely over the next 12 months, we could raise
the rating if AMN maintains S&P Global Ratings-adjusted leverage
below 3.0x, including acquisitions and/or periodic share
repurchases, and has greater visibility in demand and margins
despite lower rates, regulatory hurdles, or recession risks."
APFS STAFFING: Moody's Affirms 'B2' CFR, Outlook Remains Stable
---------------------------------------------------------------
Moody's Ratings affirmed APFS Staffing Holdings, Inc.'s ("Addison
Group") corporate family rating at B2, the probability of default
rating at B2-PD and the $504.7 million (outstanding) backed senior
secured first lien term loan due 2028, issued by the company's
subsidiary, AG Group Holdings, Inc., at B2. The outlook remains
stable. Chicago-based Addison Group provides professional services
and consulting for the information technology, finance and
accounting, human resources and administrative and healthcare
sectors.
The affirmation of the CFR at B2 reflects Moody’s expectations
for an improvement in the currently weak staffing market over the
next 12-18 months that should result in better credit metrics for
Addison Group. The staffing industry is currently going through a
downturn as employment demand in the US softens. However, Moody's
expect employment volumes to improve by the end of 2025. Although
debt to EBITDA leverage at Addison Group increased as a result of
declining revenue in the twelve months ended June 30, 2024, Moody's
expect leverage to improve to below 5.5x over the next 12-18
months. Moody's also anticipate that Addison Group will be able to
maintain good free cash flow generation despite the expected drop
in earnings. Moody's expect free cash flow will grow once revenue
growth resumes.
RATINGS RATIONALE
The B2 CFR reflects the Addison Group's niche and regional focus on
temporary and project staffing of professionals in information
technology, finance and accounting, non-clinical healthcare,
digital marketing and other white-collar functions. The company has
modest profitability rates typical of temporary staffing companies.
Moody's expect EBITDA margins to remain in a 12% to 14% range over
the next 12-18 months. Moody's also expect a low single digit
organic revenue growth rate, debt to EBITDA of below 5.5x by the
end of 2025 and free cash flow to debt in the 8% to 9% area. These
financial metrics are comparable to those reported by
similarly-rated business service companies. Moody's consider the
white-collar temporary staffing industry to be highly competitive
and cyclical.
All financial metrics cited reflect Moody’s standard
adjustments.
In its staffing segments, Addison Group has invested in proprietary
training of its recruiters and salespeople and a suite of software
tools to help it differentiate itself from competitors and maintain
its historically high customer retention rates. The company
generates a meaningful proportion of its revenue from the IT
services sector, which has benefited from strong growth over the
past few years due to the accelerated digitalization of services
and business operations nationally.
Addison Group has supplemented organic revenue growth with
acquisitions, purchasing two businesses since 2021. Moody's believe
that the company will continue with its strategy of expanding via
acquisitions as it adds geographies and expertise in lines of
businesses. Addison Group could incur debt to fund additional
leveraged acquisitions. Given the current cyclical staffing demand
trough, a large, debt-funded acquisition concluded before the
company returns to revenue growth would pressure the credit profile
and could lead to a downgrade of the CFR.
Moody's consider Addison Group's liquidity profile to be good.
Moody's expect the company will generate free cash flow of around
$30 million annually. The company typically maintains a limited
amount of cash on its balance sheet; there was $27 million of cash
as of June 30, 2024. The unrated $85 million ABL revolver maturing
in 2026 is expected to be unused and fully available. There are no
financial covenants applicable to the rated term loan.
The affirmation of the term loan rating at B2 reflects both the
B2-PD PDR and a loss given default assessment of LGD4, reflecting
the term loan's subordination with respect the company's most
liquid assets, which are pledged on a priority basis the unrated
ABL revolver. Because the ABL revolver has a priority lien on the
collateral, recovery on the term loan at default would be lower.
The term loan is guaranteed by the parent company and all material
existing and future wholly-owned domestic subsidiaries.
The stable outlook incorporates Moody’s expectation for financial
leverage to increase in early 2025 due to challenging staffing
industry conditions. The stable ratings outlook also reflects
Moody’s expectations for continued high client retention rates,
low-single-digit organic revenue growth and good free cash flow
generation.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if: 1) revenue scale, geographic
scope and service line diversity are increased; 2) Moody's expects
debt to EBITDA will remain below 4.0x; and 3) financial policies
emphasizing debt reduction above debt-funded acquisitions are
maintained.
The ratings could be downgraded if: 1) weaker customer retention,
pricing declines or cost increases pressure margins; 2) revenue
growth slows or stalls; 3) Moody's anticipates debt to EBITDA will
remain above 5.5x; 4) liquidity deteriorates; or 5) financial
policies featuring debt-funded shareholder returns or aggressive
M&A are adopted.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Addison Group, based in Chicago, IL and controlled by affiliates of
private equity sponsor Triatlantic North America, provides
temporary contract staffing, permanent placement and consulting
services in information technology, finance, non-clinical
healthcare and other professional vertical markets through 32
offices in 24 US markets that are large employment markets
surrounding metropolitan areas. Moody's expect 2024 revenue to be
around $800 million.
APPLE CENTRAL: Hires GGG Partners LLC as Financial Advisor
----------------------------------------------------------
Apple central KC, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Kansas to employ GGG Partners, LLC as Financial
Advisor.
The firm will provide these services:
a. advise the Debtor with respect to finances and to guide the
Debtor in making sound financial decisions for its franchise
restaurant operations in order to ensure that the Debtor reaps the
benefits of reorganization and will be able to continue its
operations and to comply with the rules of the Court;
b. prepare financial documents for the Debtor's edification
and use in making sound financial decisions, and other documents as
necessary for the success of the Debtor's Chapter 11 case; and
c. provide financial advice to the Debtor in negotiation with
its creditors and in the preparation of a confirmable plan.
The firm will be paid at these rates:
Katie Goodman, Managing Partner $450 per hour
Other Personnel $375 to $410 per hour
The firm was paid a retainer in the amount of $25,395.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Katie Goodman, a Managing Partner at GGG Partners, 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:
Katie Goodman
GGG Partners, LLC
2870 Peachtree Road #502,
Atlanta, GA 30305
Tel: (404) 293-0137
Email: kgoodman@gggpartners.com
About Apple central KC, LLC
Apple Central KC LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Kan. Case No. 24-21427) on October 30,
2024. In the petition signed by Michael Rummel, authorized
signatory, the Debtor disclosed up to $10 million in assets and up
to $50 million in liabilities.
Frank Wendt, Esq., at Brown & Ruprecht, PC represents the Debtor as
counsel.
APPLE CENTRAL: Seeks to Hire Brookwood Associates as Sale Advisor
-----------------------------------------------------------------
Apple Central KC, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Kansas to employ Brookwood Associates, LLC as
sale advisor.
The firm will render these services:
a. assist in preparing information materials describing the
Debtor;
b. assist in identifying, screening, and contacting
prospective investors, and purchasers;
c. assist in developing and managing a due diligence process,
including data room materials;
d. coordinate discussions and meetings with prospective
parties;
e. assist in soliciting and evaluating proposals from and
negotiating a definitive contract with any final prospective
buyer;
f. manage the Sec. 363 sale process.
The advisor will receive a transaction fee equal to 3 percent of
the aggregate consideration, with a minimum of $100,000.
Amy Forrestal, managing director of Brookwood, assures the Court
that the firm does not hold any interest adverse to the Debtors and
is a "disinterested person" as the term defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Amy Forrestal
Brookwood Associates
3575 Piedmont Road
15 Piedmont Center, Suite 820
Atlanta, GA 30305
Tel: (404) 419-1570
Email: af@brookwoodassociates.com
About Apple Central KC
Apple Central KC LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Kan. Case No. 24-21427) on October 30,
2024. In the petition signed by Michael Rummel, authorized
signatory, the Debtor disclosed up to $10 million in assets and up
to $50 million in liabilities.
Frank Wendt, Esq., at Brown & Ruprecht, PC represents the Debtor as
counsel.
APPLIED PEDIATRICS: Continued Operations to Fund Plan
-----------------------------------------------------
Applied Pediatrics Inc., and Atlanta Pediatric Therapy, Inc., filed
with the U.S. Bankruptcy Court for the Northern District of Georgia
a Joint Plan of Reorganization dated October 4, 2024.
APT is a Georgia corporation which provides pediatric speech,
occupational, and physical therapy. APT operates from its clinic in
Doraville, Georgia.
Applied is a Georgia corporation which contracts with Atlanta area
public school districts to provide pediatric speech, occupational,
and physical therapy and special education teacher staffing
services. Applied filed bankruptcy on April 23, 2024 to reorganize
its financial affairs.
George Rosero is Present and CEO, and 100% owner, of APT and
Applied. Mr. Rosero is engaged on a full-time basis in the Debtors'
business. George Rosero will remain as CEO and owner of the
Reorganized Debtor Atlanta Pediatric Therapy, Inc.
This Plan deals with all property of Debtors and provides for
treatment of all Claims against Debtors and their property.
Class 8 consists of General Unsecured Claims. Notwithstanding
anything in this Plan to the contrary, any Class 8 Claim shall be
reduced by any payment received by the creditor holding such claim
form any third party or other obligor and the Debtors' obligations
hereunder shall be reduced accordingly. The allowed unsecured
claims total $993,013.04. The Class 8 Claims are Impaired by the
Plan and the holders of the Class 8 Claims are entitled to vote to
accept or reject the Plan.
Class 9 consists of the Interest Claims (i.e. claim of the Debtors'
sole owner based upon ownership of the Debtors). Upon entry of the
Confirmation Order, the pre-petition membership interest of APT and
Applied (collectively, the "Pre-petition Interests") shall be
canceled. New stock in the Reorganized Debtor in the name of
Atlanta Pediatric Therapy, Inc. shall be issued ("Post-Petition
Shares") 100% to George Rosero.
"Administrative and General Unsecured Creditors Payment" means the
projected disposable income of the Debtors after payment of
expenses and certain plan distributions which are projected to be
received in the five-year-period following the Effective Date, as
set forth in the Plan, which will be applied to make payments under
the Plan. The Administrative and General Unsecured Creditors
Payment shall be fixed based upon the amount set forth on this
Plan.
The timing of such payments shall be as follows: Debtors shall pay
the Administrative and General Unsecured Creditors Payment
commencing on the 28th day of the first full month following the
Effective Date and continuing by the 28th day of each subsequent
month (or the next Business Day if the 28th day is not a Business
Day) for a total of 60 months.
Such payments shall be disbursed as follows:
* First, to any allowed administrative expenses fees,
including Professional Fees, until paid in full. Debtors anticipate
and projects the following administrative expenses: (1) Jones &
Walden, LLC, as counsel to the Debtors, (2) John Whaley, as
Subchapter V Trustee for APT Case, and (3) Tamara Ogier, as
Subchapter V Trustee for Applied Case.
* Upon payment in full of any allowed administrative expenses
fess, including Professional Fees, all remaining payments shall be
paid to Class 8 General Unsecured Creditors pro rata.
* For the avoidance of doubt, the Priority or Secured Tax
Claims of the Internal Revenue Service, Class 1, the Georgia
Department of Revenue, Class 2, and the Governmental Units Not
Otherwise Classified, Class 3, shall be treated as provided in
their respective Classes.
The source of funds for the payments pursuant to the Plan is
Debtors' continued operations.
A full-text copy of the Joint Plan dated October 4, 2024 is
available at https://urlcurt.com/u?l=MkU8h2 from PacerMonitor.com
at no charge.
Attorneys for the Debtors:
Cameron M. McCord
Jones & Walden LLC
699 Piedmont Ave. NE
Atlanta, GA 30308
Telephone:(404) 564-9300
Email: cmccord@joneswalden.com
About Applied Pediatrics
Applied Pediatrics Inc. is a Georgia corporation which contract
with Atlanta area public school districts to provide pediatric
speech, occupational, and physical therapy and special education
teacher staffing services (collectively, the "Business").
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-54094) on April 23,
2024. In the petition signed by CEO George S. Rosero, the Debtor
disclosed up to $50,000 in assets and up to $500,000 in
liabilities.
Judge Jeffery W. Cavender oversees the case.
Cameron M. McCord, Esq., at Jones & Walden, LLC, is the Debtor's
legal counsel.
AQUABOUNTY TECHNOLOGIES: Narrows Net Loss to $3.4-Mil. in Fiscal Q3
-------------------------------------------------------------------
AquaBounty Technologies, Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $3,404,331 on $47,812 of product revenues for the three
months ended September 30, 2024, compared to a net loss of
$6,138,113 on $733,133 of product revenues for the three months
ended September 30, 2023.
For the nine months ended September 30, 2024, the Company reported
a net loss of $65,076,820 on $705,262 of product revenues, compared
to a net loss of $19,132,927 on $1,919,409 of product revenues for
the same period in 2023.
As of September 30, 2024, the Company had $117,785,364 in total
assets, $17,713,714 in total liabilities, and $100,071,650 in total
stockholders' equity.
Management Commentary
"We continue to focus our efforts on working with our investment
banking partner to extend our cash runway, while reviewing a
variety of financing initiatives to maintain liquidity," said Dave
Melbourne, AquaBounty's President and Chief Executive Officer.
"Included in this effort was our decision to market our Rollo Bay
farm for sale. As I stated in our announcement, the Rollo Bay farm
was purchased and developed to support an expansion plan for five
large land-based grow-out farms. Since we will not require the egg
output from the Rollo Bay farm in the near to mid-term timeframe,
and since we will retain sufficient egg production capacity for our
Ohio farm from our hatchery in Bay Fortune, we determined that the
Rollo Bay farm could be sold at this time to address the Company's
immediate cash requirements without impacting our long-term
strategy."
"We have also been working to reduce costs where appropriate and
our results for the quarter show a significant reduction in both
our operating spend and our net loss."
"We are fully committed to securing the pathway forward for our
Company and stockholders, and we will continue to work to stabilize
the business in the short term and drive value creation in the long
term. I look forward to sharing continued updates in the future"
concluded Melbourne.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/5hahu2ks
About AquaBounty
AquaBounty Technologies, Inc. -- www.aquabounty.com -- has been
pursuing a growth strategy that includes the construction of
large-scale recirculating aquaculture system farms for producing
its GE Atlantic salmon. AquaBounty raises its fish in carefully
monitored land-based fish farms through a safe, secure, and
sustainable process. The Company's farm in Pioneer, Ohio is under
construction and roughly 30% complete, but construction activities
have been paused.
Baltimore, Maryland-based Deloitte & Touche LLP, the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated April 1, 2024, citing that the Company has incurred
cumulative operating losses and negative cash flows from operations
that raise substantial doubt about its ability to continue as a
going concern.
AquaBounty Technologies reported a net loss of $27.6 million for
the year ended December 31, 2023, compared to a net loss of $22.2
million for the year ended December 31, 2022.
ASHFORD HOSPITALITY: Posts $63.2 Million Net Loss in Fiscal Q3
--------------------------------------------------------------
Ashford Hospitality Trust, Inc. reported financial results and
performance measures for the third quarter ended September 30,
2024. The comparable performance measurements for Occupancy,
Average Daily Rate, Revenue Per Available Room, and Hotel EBITDA
assume each of the hotel properties in the Company's hotel
portfolio as of September 30, 2024, was owned as of the beginning
of each of the periods presented. Unless otherwise stated, all
reported results compare the third quarter ended September 30, with
the third quarter ended September 30, 2023.
THIRD QUARTER 2024
FINANCIAL HIGHLIGHTS
* Comparable RevPAR for all hotels decreased 1.4% to $133
during the quarter on a 1.7% increase in Comparable ADR and a 3%
decrease in Comparable Occupancy.
* Net loss attributable to common stockholders was $63.2
million or $12.39 per diluted share for the quarter.
* Adjusted EBITDAre was $52.4 million for the quarter.
* Adjusted funds from operations (AFFO) was $(1.71) per
diluted share for the quarter.
* Comparable Hotel EBITDA was $70.4 million for the quarter.
* The Company ended the quarter with cash and cash equivalents
of $119.7 million and restricted cash of $114.3 million. The vast
majority of the restricted cash is comprised of lender and manager
held reserves. At the end of the quarter, there was also $26.7
million in due from third-party hotel managers, which is primarily
the Company's cash held by one of its property managers and is also
available to fund hotel operating costs.
* Net working capital at the end of the quarter was $160.0
million.
* Capex invested during the quarter was $22.6 million.
RECENT OPERATING HIGHLIGHTS
* Over the last several months the Company has provided
several updates on its plan to pay off its strategic financing
which has a final maturity date in January 2026. This plan includes
raising sufficient capital through a combination of asset sales,
mortgage debt refinancings, and non-traded preferred capital
raising.
* The Company's Crowne Plaza La Concha Hotel in Key West,
Florida is on track to convert to a Marriott Autograph Collection®
property by the end of 2024 at which time it will be rebranded to
Autograph La Concha.
* The Company's Le Pavillon Hotel in New Orleans, Louisiana is
on track to convert to a Marriott Tribute Portfolio property by the
end of 2024.
* To date, the Company has issued approximately $173 million
of its non-traded preferred stock.
CAPITAL STRUCTURE
As of September 30, 2024, the Company had total loans of $2.7
billion with a blended average interest rate of 8%, taking into
account in-the-money interest rate caps. Based on the current level
of SOFR, and the Company's corresponding interest rate caps,
approximately 83% of the Company's consolidated debt is effectively
fixed and approximately 17% is effectively floating.
The Company did not pay a dividend on its common stock and common
units for the third quarter ended September 30, 2024. The Board of
Directors will continue to monitor the situation and assess future
quarterly common dividend declarations. The Company is current on
the dividends on its outstanding preferred stock and plans to pay
dividends on its outstanding preferred stock on a current basis
going forward.
The Company commenced the offering of its Non-Traded Preferred
Equity during the third quarter of 2022. As of September 30, 2024
the Company had 6,158,835 shares of its Series J and 526,708 shares
of its Series K non-traded preferred stock outstanding and has
raised approximately $173 million of gross proceeds. The expected
use of proceeds for the Non-Traded Preferred Equity is
acquisitions, paying down debt, and other general corporate
purposes.
Subsequent to quarter end, the Company announced that its Board of
Directors approved a reverse split of the Company's common stock at
a ratio of 1-for-10. The reverse stock split became effective after
the close of business on October 25, 2024, at which time each share
of the Company's issued and outstanding common stock and
equivalents was converted into 1/10th of a share of the Company's
common stock. The common stock commenced trading on the New York
Stock Exchange on October 28, 2024, on the split-adjusted basis.
"I'm very pleased with the progress we have made related to our
plan announced earlier this year to pay off our strategic
financing," commented Stephen Zsigray, Ashford Trust's President
and Chief Executive Officer. "Since that announcement, we have sold
over $310 million of hotels, completed a refinancing of our
Renaissance Nashville that generated excess proceeds, and continue
to raise substantial capital through the sale of our non-traded
preferred stock. The outstanding loan balance on our strategic
financing is now approximately $82 million, which is down almost
60% from the original balance, and we still believe that we have a
viable path to pay off this financing before the end of the year."
Mr. Zsigray added, "Operationally, we remain focused on maximizing
the value of our assets and look forward to realizing enhanced
financial performance from the upcoming conversions of La Concha
and Le Pavillon later this year. As we look to the remainder of
2024 and into 2025, we believe our high-quality, geographically
diverse portfolio remains well-positioned to outperform."
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.
AZZ INC: S&P Upgrades ICR to 'BB-' on Improving Cash Flows
----------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on AZZ Inc. to
'BB-' from 'B+'. At the same time, S&P raised the rating on the
company's debt to 'BB' from 'BB-'. S&P's recovery rating on the
company's senior secured debt remains '2'.
S&P said, "The outlook is stable, reflecting our view that AZZ will
sustain leverage of about 3x over the next 12 months while
generating positive free operating cash flow amid our expectations
of supportive end-market demand and undertaking growth
opportunities such as modest tuck-in acquisitions and capital
investment.
"Following AZZ's multiyear debt reduction efforts, we believe the
company will maintain a conservative balance sheet while shifting
its capital allocation policy toward growth. We believe the company
will pivot away from purely focusing on debt reduction and look
toward growth, both organic and inorganic. However, we expect the
company to still consider debt reduction to maintain a balance
sheet with flexibility and optionality. We expect this approach to
support our expectations of leverage of about 3x or lower. The
company continues to reduce debt, but we incorporate potential for
leverage to increase modestly above 3x for tuck-in acquisitions and
cyclicality. AZZ has achieved substantial debt reduction in the
more than two years since it took on $1.3 billion of debt to
acquire Precoat Metals. Deleveraging was further boosted by the
company's redemption of over $300 million of preferred shares this
year, almost all of which we included in our adjusted debt.
"Lower outstanding debt and multiple rounds of term loan repricing
will drive interest expense down over the next few years,
supporting stronger free operating cash flow. We expect interest
payments to decline to $78 million in fiscal 2025, compared with
over $100 million in fiscal 2024. This should contribute to free
operating cash flow of between $90 million and $120 million in
fiscal 2025, after $120 million of capital expenditure (capex) this
year, as the company completes the construction of its greenfield
aluminum coil coating facility. Once completed, we expect capex of
about $60 million-$80 million, which could include some modest
asset reinvestment and growth spending. Over the past couple of
years, robust cash flow supported debt reduction, even after
undertaking elevated debt service and incremental capex. We believe
this reduction in the interest rate boosted further by a lower debt
burden should strengthen future cash flows. Furthermore, in the
event of a slowdown in market activity or demand, AZZ should
benefit from near-term counter-cyclical cash flows aided by its
highly flexible cost profile during periods of declining commodity
prices, order activity, and volumes.
"We expect robust infrastructure demand and AZZ's focus on
value-added services to result in incremental profitability growth
over the next couple of years. These factors are driving AZZ's
quarter-over-quarter profitability improvements across both
segments (AZZ Metal Coatings and AZZ Precoat Metals). We expect AZZ
to generate adjusted EBITDA margins of 20%-21% in fiscal 2025, as
it focuses on orders with increasing customization, add-on
services, and quick turn-around deliveries while having capacity to
increase volumes to meet incremental demand. The steel market is
going through a downturn currently, as market uncertainties are
leading to cautious inventory restocking across the industry and a
pause on construction projects. That said, public infrastructure
demand, a key AZZ end market, remains positive as projects like
highways, bridges, and energy transmission and distribution
continue to progress, albeit with some potential for lumpiness in
order timing and deliveries. Overall, despite the slowdown in
steel, macroeconomic fundamentals in the U.S. remain robust, with
our view of nonresidential structures investment, residential
investment, equipment investment, and consumer spending growth all
remaining positive in 2024 and 2025."
S&P's stable outlook reflects our expectation that AZZ will sustain
leverage of about 3x over the next 12 months, supported by:
-- Strengthening free operating cash flow generation boosted by
declining interest expense from recent term loan B repricing and
debt reduction;
-- Stable earnings supported by its toll processing business model
that enables cost pass through and mitigates commodity price
volatility;
-- Robust demand from its key end market, construction, in which
AZZ serves infrastructure projects, including bridge and highway,
transmission and distribution, and renewables.
S&P could lower its ratings if AZZ's debt to EBITDA were to rise
above 4x with an expectation that it would be sustained there. This
could result from the following:
-- Deterioration in earnings leading to negative free operating
cash flow from a drop in volumes due to sustained weak demand, loss
of market share or from a sustained inability to pass through a
range of unsteady input cost; or
-- Increased debt to fund acquisitions; capex; or other
discretionary spending, such as shareholder returns.
S&P could raise its ratings on AZZ if it continued to build on its
track record of growing earnings along with consistent financial
policy and capital allocation that supports leverage of about 2x. A
higher rating would also likely incorporate an improving business
profile such as increasing scale, market position, and
profitability.
B&T PIZZA HOUSE: Case Summary & Nine Unsecured Creditors
--------------------------------------------------------
Debtor: B&T Pizza House LLC
DBA Marco's Pizza
810 S Missouri Ave.
Clearwater, FL 33756
Case No.: 24-06744
Business Description: The Debtor owns and operates a pizza
restaurant.
Chapter 11 Petition Date: November 15, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Judge: Hon. Roberta A Colton
Debtor's Counsel: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: (813) 877-4669
Fax: (813) 877-5543
Email: All@tampaesq.com
Total Assets: $25,129
Total Liabilities: $4,290,147
The petition was signed by Terry Burkholder as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's nine unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/SWSGH5Q/BT_Pizza_House_LLC__flmbke-24-06744__0001.0.pdf?mcid=tGE4TAMA
BAMA PIZZA 8028: Case Summary & 10 Unsecured Creditors
------------------------------------------------------
Debtor: Bama Pizza 8028 LLC
d/b/a Marco's Pizza
1440 Main St.
Dunedin, FL 34698
Business Description: The Debtor owns and operates a pizza
restaurant.
Chapter 11 Petition Date: November 15, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-06754
Judge: Hon. Roberta A Colton
Debtor's Counsel: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: (813) 877-4669
Fax: (813) 877-5543
Email: All@tampaesq.com
Total Assets: $33,220
Total Liabilities: $4,295,076
The petition was signed by Terry Burkholder as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 10 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/3Q27H6Y/Bama_Pizza_8028_LLC__flmbke-24-06754__0001.0.pdf?mcid=tGE4TAMA
BAYER & SONZ: Seeks to Hire Krekeler Law as Bankruptcy Counsel
--------------------------------------------------------------
Bayer & Sonz, LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Wisconsin to employ Krekeler Law, S.C. as
bankruptcy counsel.
The firm will render these services:
(a) prepare bankruptcy schedules and statements;
(b) consult with the Debtor's professionals or representatives
concerning the administration case;
(c) prepare and review all appropriate pleadings, motions and
correspondence regarding the case;
(d) represent and appear at and being involved in proceedings
before this court;
(e) provide legal counsel to the Debtor in its investigation
of the acts, conduct, assets, liabilities, and financial condition,
the operation of its business, and any other matters relevant to
the case;
(f) analyze the Debtor's proposed use of cash collateral and
financing;
(g) advise the Debtor its rights, powers and duties;
(h) advise the Debtor concerning, and assist in the
negotiation and documentation, as applicable, of financing
agreements, debt restructuring, cash collateral arrangements, its
financing and related transactions;
(i) review the nature and validity of liens asserted against
the property of the Debtor and advise it concerning the
enforceability of such liens;
(j) advise and assist the Debtor concerning the actions that
it might take to collect and recover property for the benefit of
its estate;
(k) prepare on behalf of the Debtor all necessary and
appropriate legal documents, and review all financial and other
reports to be filed in this case;
(l) advise the Debtor concerning and prepare responses to,
legal papers that may filed and served in this case;
(m) counsel the Debtor in connection with any proposed sales,
leases or use of any assets of the Debtor's bankruptcy estates;
(n) assist in preparation of the disclosure statement and plan
of reorganization and attend negotiations and hearings;
(o) attend meetings and negotiate with representatives of
creditors and other parties in interest; and
(p) perform all other legal services for and behalf of the
Debtor that may be necessary or appropriate in the administration
of this case and the reorganization of its business.
The firm's professionals will be paid at these hourly rates:
J. David Krekeler, Shareholder $444
Daniel J. McGarry, Associate $400
Emily K. Ott, Associate $225
Associate Attorneys $225 - $400
Paralegals $75 - $135
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer of $29,500.
Ms. Ott disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Daniel J. McGarry, Esq.
Krekeler Law, S.C.
26 Schroeder Ct. Suite 300
Madison, WI 53711
Telephone: (608) 258-8555
Email: dmcgarry@ks-lawfirm.com
About Bayer & Sonz, LLC
Bayer & Sonz, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Wis. Case No. 24-25976) on November 6,
2024, with $1 million to $10 million in both assets and
liabilities. Matthew Bayer, managing member, signed the petition.
Judge Rachel M Blise presides over the case.
Emily K. Ott, Esq., at Krekeler Law, S.C. represents the Debtor as
bankruptcy counsel.
BC AVENTURA: Voluntary Chapter 11 Case Summary
----------------------------------------------
Lead Debtor: BC Aventura Contemporary Furniture, LLC
600 Silks Run, Suite 1280
Hallandale, FL 33009
Business Description: The Debtors constitute a business enterprise
that collectively sell BoConcept-brand
furniture merchandise in the State of
Florida.
Chapter 11 Petition Date: November 15, 2024
Court: United States Bankruptcy Court
Southern District of Florida
Eight affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
BC Aventura Contemporary Furniture, LLC (Lead Case) 24-22028
BC America Contemporary Furniture, LLC 24-22029
BC Boca Contemporary Furniture, LLC 24-22030
BC Contemporary Furniture, LLC 24-22031
BC Gables Contemporary Furniture, LLC 24-22032
BC Lauderdale Contemporary Furniture, LLC 24-22033
BC Logistics Contemporary Furniture, LLC 24-22034
BC Midtown Contemporary Furniture, LLC 24-22035
Judge: Hon. Peter D Russin
Debtors' Counsel: Joseph A. Pack, Esq.
Jessey J. Krehl, Esq.
PACK LAW
51 Northeast 24th Street, Suite 108
Miami, Florida 33137
Tel: (305) 916-4500
Email: joe@packlaw.com
Email: jessey@packlaw.com
Lead Debtor's Total Assets as of September 30, 2024: $589,996
Lead Debtor's Total Liabilities as of September 30, 2024: $741,692
The petitions were signed by Carlos Salamonovitz as manager.
The Lead Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
Full-text copies of four of the Debtors' petitions are available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/PCCV6WA/BC_Aventura_Contemporary_Furniture__flsbke-24-22028__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/PK6SRBA/BC_America_Contemporary_Furniture__flsbke-24-22029__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/PQVVH2Q/BC_Boca_Contemporary_Furniture__flsbke-24-22030__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/P2EQ4FA/BC_Contemporary_Furniture_LLC__flsbke-24-22031__0001.0.pdf?mcid=tGE4TAMA
BFDWC PIZZA: Case Summary & 13 Unsecured Creditors
--------------------------------------------------
Debtor: BFDWC Pizza LLC
d/b/a Marco's Pizza
3005 Duff Rd.
Lakeland, FL 33810
Business Description: BFDWC is a local pizzeria in Venice, FL,
offering a variety of pizza options for
dine-in, takeout, and delivery.
Chapter 11 Petition Date: November 15, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-06741
Judge: Hon. Roberta A Colton
Debtor's Counsel: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: (813) 877-4669
Fax: (813) 877-5543
Email: All@tampaesq.com
Total Assets: $39,331
Total Liabilities: $4,374,931
The petition was signed by Terry Burkholder as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 13 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/BRTNASI/BFDWC_PIZZA_LLC__flmbke-24-06741__0001.0.pdf?mcid=tGE4TAMA
BHAVICHAND LLC: Hires Joyce W. Lindauer PLLC as Legal Counsel
-------------------------------------------------------------
Bhavichand LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of Texas to employ Joyce W. Lindauer, PLLC as
bankruptcy counsel to handle the Chapter 11 proceedings.
The firm will be paid at these rates:
Joyce W. Lindauer $595 per hour
Sydney Ollar, Associate Attorney $350 per hour
Laurance Boyd, Associate Attorney $295 per hour
Dian Gwinnup, Paralegal $250 per hour
The firm will be paid a retainer in the amount of 21,738. It will
also be reimbursed for reasonable out-of-pocket expenses incurred.
Joyce W. Lindauer, Esq., a partner at Joyce W. Lindauer, 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:
Joyce W. Lindauer, Esq.
Joyce W. Lindauer, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Telephone: (972) 503-4033
Facsimile: (972) 503-4034
About Bhavichand LLC
Bhavichand LLC, doing business as Motel 6 Alvarado, operates in the
traveler accommodation industry. The company is based in Alvarado,
Texas.
Bhavichand sought relief under Subchapter V of Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 24-43756) on Oct.
16, 2024, with $1 million to $10 million in assets and $500,000 to
$1 million in liabilities. Satish D. Patel, manager, signed the
petition.
Judge Edward L. Morris handles the case.
The Debtor is represented by Joyce W. Lindauer, Esq., at Joyce W.
Lindauer Attorney, PLLC.
BLUESUMMIT MEDICAL: Taps Hirschler Fleischer as Bankruptcy Counsel
------------------------------------------------------------------
BlueSummit Medical Group, LLC and affiliates seek approval from the
U.S. Bankruptcy Court for the Western District of Virginia to hire
Hirschler Fleischer, PC as its bankruptcy counsel.
The Debtor requires legal counsel to:
(a) give advice regarding the rights, powers and duties of the
Debtor in the continued operation and management of its business
and property;
(b) prepare necessary legal documents;
(c) advise the Debtor concerning, and prepare responses to,
legal papers that may be filed by other parties in this Chapter 11
case;
(d) advise the Debtor with respect to, and assist in the
negotiation and documentation of any necessary financing agreements
and related transactions;
(e) review the nature and validity of any liens asserted
against the Debtor's property and advise concerning the
enforceability of such liens;
(f) advise the Debtor regarding its ability to initiate
actions to collect and recover property for the benefit of its
estate, to the extent applicable;
(g) advise the Debtor concerning executory contract and/or
unexpired lease assumptions, assignments, and rejections as well as
contract restructurings and recharacterizations;
(h) advise the Debtor in connection with the formulation,
negotiation, and promulgation of a plan of reorganization, and
related transactional documents;
(i) assist the Debtor in reviewing, estimating, and resolving
claims asserted against its estate;
(j) commence and conduct litigation necessary and appropriate
to assert rights held by the Debtor, protect assets of its Chapter
11, Subchapter V estate, or otherwise further the goal of
completing its successful reorganization; and
(k) provide non-bankruptcy services for the Debtor to the
extent requested and necessary for the proper and efficient
administration of the bankruptcy case.
The hourly rates of the firm's attorneys and staff are:
David I. Swan, Principal $590
Brittany B. Falabella, Principal $405
Kollin G. Bender, Associate $345
In addition, the firm will seek reimbursement for expenses
incurred.
Ms. Falabella, Esq., a partner at Hirschler Fleischer, 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:
Brittany B. Falabella, Esq.
Kollin G. Bender, Esq.
HIRSCHLER FLEISCHER, P.C.
The Edgeworth Building
2100 East Cary Street
Post Office Box 500
Richmond, VA 23218-0500
Tel: (804) 771-9500
Fax: (804) 644-0957
E-mail: bfalabella@hirschlerlaw.com
kbender@hirschlerlaw.com
About BlueSummit Medical Group
BlueSummit Medical Group, LLC is a regional home-based healthcare
company in Saint Joseph, Mo.
BlueSummit and its affiliates sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. W.D. Va. Lead Case No. 24-61191)
on October 25, 2024. At the time of the filing, BlueSummit reported
$1 million to $10 million in both assets and liabilities.
Judge Rebecca Connelly oversees the cases.
Brittany B. Falabella, Esq., at Hirschler Fleischer, P.C.,
represents the Debtor as legal counsel.
BOOTH EXCAVATING: Seeks to Hire Vallee Connor as Legal Counsel
--------------------------------------------------------------
Booth Excavating & Construction, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire
Vallee Connor, Esq., an attorney practicing in Mobile, Alabama, as
legal counsel.
The attorney will render the following services:
(a) take appropriate action with respect to secured and
priority creditors;
(b) take appropriate action with respect to possible voidable
preferences and transfers;
(c) prepare on behalf of the Debtor necessary legal papers and
try before the court whatever issues are deemed necessary;
(d) investigate the accounts of the Debtor and the financial
transactions related thereto; and
(e) perform all other legal services.
The attorney will be paid at an hourly rate of $300 plus expenses.
Ms. Connor disclosed in a court filing that she is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The attorney can be reached at:
Vallee V. Connor, Esq.
160 St. Emmanuel Street
Mobile, Al 36602
Telephone: (251) 432-8878
About Booth Excavating & Construction
Booth Excavating & Construction, LLC sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ala. Case No.
24-12655) on October 18, 2024, with $100,001 to $500,000 in assets
and $50,001 to $100,000 in liabilities.
Vallee V. Connor, Esq. at Hollinger Connor, LLC represents the
Debtor as legal counsel.
BUILT BY KCE: Updates Restructuring Plan Disclosures
----------------------------------------------------
Built by KCE, Inc., submitted a Second Amended Plan of
Reorganization dated October 7, 2024.
The Plan proponent's financial projections show that the Debtor
will have projected disposable income in the amount of not less
than $18,800 per quarter.
The Plan shall be for a 36-month term. Debtor shall remit any
disposable income to creditors in accordance with Section 1191(c)
and (d) of the Bankruptcy Code and as described in this Plan until
creditors are paid in full. Nothing shall prevent Debtor from
making any or all Plan payments quicker than set forth herein, if
financial circumstances make such payments possible.
This Plan proposes to pay creditors of Debtor from Debtor's future
projected monthly income.
Class 1 consists of Priority Claims. The Internal Revenue Service
("IRS") filed a proof of claim asserting a priority claim in the
amount of $2,960.00, which Debtor shall pay under this Plan. The
Tax Commissioner of Fulton County, Georgia ("Fulton County") is
scheduled as having a priority claim in the amount of $6,753.64.
The total of those two claims is $9,713.64, which shall be paid
under this Plan. The Debtor shall pay the claims of IRS and Fulton
County in equal monthly installments such that those claims are
paid in full within the first 12 months following the Effective
Date.
Class 2 consists of the Secured Claim of Kenneth J. Seitz as
Trustee of PF Profit Sharing Plan. The Debtor will make monthly
payments of $6,000.00 per month for the first twenty-four months of
the Plan. At the end of that 24-month period, Debtor will pay off
the balance of the debt owed to the Class 2 claimant. The Class 2
claimant has agreed to apply the $6,000.00 payments as follows:
$2,000.00 to principal and $4,000.00 to interest. The Debtor shall
also pay all HOA dues, expenses, and charges as those come due
following the Effective Date, and shall pay all real property taxes
as those come due following the Effective Date.
Class 4 consists of General (Non-priority) Unsecured Claims. The
Debtor shall address, by amendment to this Plan, any general
unsecured claims that are asserted prior to confirmation and
allowed by the Court, but is not presently aware of any such
claims.
The Debtor will fund the plan payments through its future income.
Debtor has filed financial projections with this Plan showing that
the proposed monthly payments are feasible based on projected
income and expenses.
The Debtor will retain its current owner and officer, Mr. Kevin
Edwards, to effectuate the terms of this Plan.
A full-text copy of the Second Amended Plan dated October 7, 2024
is available at https://urlcurt.com/u?l=qzOmVH from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Michael D. Robl, Esq.
Maxwell W. Bowen, Esq.
Robl Law Group LLC
3750 Lavista Road, Suite 250
Tucker, GA 30084
(404) 373-5153 (phone)
(404) 537-1761 (fax)
michael@roblgroup.com (email)
max@roblgroup.com (email)
About Built by KCE
Built by KCE, Inc. is a Georgia corporation.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-54629) on May 6, 2024,
with $500,001 to $1 million in assets and liabilities.
Michael D. Robl, Esq., at Robl Law Group, LLC, is the Debtor's the
Debtor as legal counsel.
BWX TECHNOLOGIES: Moody's Ups CFR to Ba1 & Unsecured Notes to Ba2
-----------------------------------------------------------------
Moody's Ratings upgraded BWX Technologies, Inc.'s (BWXT) corporate
family rating to Ba1 from Ba2 and upgraded the probability of
default rating to Ba1-PD from Ba2-PD. Concurrently, Moody's
upgraded the company's senior unsecured notes ratings to Ba2 from
Ba3. The Speculative Grade Liquidity Rating ("SGL") is unchanged at
SGL-2. The outlook remains stable.
"The ratings upgrade reflects BWXT's very strong business profile
as the sole source provider of nuclear propulsion systems to key US
Naval vessels, as well as the company's highly specialized
capabilities and good competitive standing in the growing nuclear
power industry. The upgrade also reflects Moody’s expectations
that BWXT will maintain robust credit metrics with debt-to-EBITDA
of around 3 times, while generating FCF-to-debt in the high
single-digits, which will provide good financial flexibility," said
Eoin Roche, Moody's Ratings Senior Vice President.
RATINGS RATIONALE
The Ba1 CFR reflects the company's unique position as the sole
source provider of nuclear propulsion systems to the US Navy for
key programs, including the Ford class aircraft carrier, Columbia
class submarine, and the Virginia class submarine. Moody's expect
BWXT's strong market position in nuclear power to endure,
underpinned by high barriers to entry and the highly specialized
nature of its products and services that are heavily regulated.
Moody's expect demand in special materials and technical services
coupled with multiple growth opportunities in commercial operations
to support sales mid-single-digit growth or better over the next
few years.
BWXT has a sizable backlog ($3.4 billion as of September 2024) that
provides good long-term revenue visibility. The company derives
most of its revenue from long-dated contracts for critical
equipment, which helps mitigate the impact of budgetary uncertainty
or short-term production disruptions. BWXT's commercial business
has good growth prospects, particularly in medicine and
therapeutics, although execution risk remains elevated, given the
company's very sizable investments in the medical business over the
last few years.
The stable outlook reflects Moody’s expectation of steady
operating performance against a background of growing demand. This
should translate into earnings growth and strong cash generation.
The SGL-2 speculative grade liquidity rating denotes Moody’s
expectations of good cash generation with FCF-to-debt (after
dividends) in the high single-digits in both 2025 and 2026. BWXT
had $36 million in cash as of September 30, 2024, and the company
has no principal obligations due until late-2027. External
liquidity is provided by a $750 million revolving credit facility
that expires in 2027 with availability of around $550 million as of
September 30, 2024. The senior credit facility contains two
maintenance-based covenants, a net leverage ratio of 4x and an
interest coverage ratio of 3x. Moody's expect comfortable cushion
for each of these covenants.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be downgraded if debt-to-EBITDA is consistently above
3.5x or if cash generation weakens such that FCF-to-debt is
sustained in the low single-digits. A growing reliance on revolver
borrowings, a more aggressive financial policy, or execution issues
on key programs could also result in a downgrade.
Ratings could be upgraded if the company successfully executes its
growth strategy, demonstrating healthy returns on its investments
in the medical business. An upgrade would also be supported by free
cash flow-to-debt sustained near the high single-digits. A minimum
cash balance of $100 million, reduced reliance on revolver
borrowings, and debt-to-EBITDA sustained below 3x could also
support an upgrade.
BWX Technologies, Inc., headquartered in Lynchburg, VA, is a
specialty manufacturer of nuclear components, primarily serving the
US Navy. The company also participates in the commercial nuclear
sector in Canada, as well as nuclear technology services to the
government and commercial sectors. Revenue for the twelve months
ended September 2024 was around $2.7 billion.
The principal methodology used in these ratings was Aerospace and
Defense published in October 2021.
BXNG HOLDINGS: Gets Interim OK to Use Lender's Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
approved a stipulation between Bxng Holdings, LLC and Enterprise
Bank & Trust, allowing the company to use the lender's cash
collateral on an interim basis.
Under the stipulation, Enterprise Bank & Trust will be granted a
replacement lien on the cash collateral, which includes rents,
income, fees, charges, accounts receivable, security deposits,
profits and proceeds from Bxng's property securing its
pre-bankruptcy loan.
Enterprise Bank & Trust, as successor-in-interest to First Choice
Bank, extended a $750,000 loan to Bxng, which is secured by the
company's real and personal property. As of Oct. 18, Enterprise
Bank & Trust is owed $471,540.89, excluding legal expenses.
About Bxng Holdings
Bxng Holdings, LLC is a Delaware limited liability company
authorized and registered to do business in the state of
California.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Calif. Case No. 24-02239) on June 20,
2024, with $1 million to $10 million in both assets and
liabilities.
Judge Christopher B. Latham oversees the case.
Jason E. Turner, Esq., at J. Turner Law Group, Apc represents the
Debtor as bankruptcy counsel.
CALERA CORP: Seeks to Hire Murdock Martell as Accountant
--------------------------------------------------------
Calera Corporation seeks approval from the U.S. Bankruptcy Court
for the Northern District of California to hire Murdock Martell as
accountants and bookkeepers.
The firm's services include:
a. reviewing the Debtor's deposits, purchase orders, invoices,
payments, bank statements, and other accounting information;
b. reconciling the Debtor's bank statements against deposits,
purchase orders, and payments;
c. inputting relevant accounting information into the Debtor's
accounting software, QuickBooks;
d. maintaining the Debtor's books and records on QuickBooks;
e. preparing monthly and other financial statements such as
balance sheets, income statements, and cash flow statements; and
f. performing any other services which may be appropriate in
Murdock's position as the Debtor's accountants and bookkeepers,
provided that Murdock is not intended to be, and shall not be,
responsible for preparing the Debtor's federal and state income tax
returns, which will be prepared by Ernst & Yong or such other
accounting firm retained and employed by the Debtor.
Murdock's current hourly billing rates range from $105 to $360.
The firm will seek reimbursement of all of its expenses. Murdock
also received a retainer in the amount of $41,250.
As disclosed in the court filings, Murdock does not hold or
represent any interest materially adverse to the Debtor or the
Debtor's estate, and is a "disinterested person" as that term is
defined in Section 101(14).
The firm can be reached through:
Don DePascal
Murdock Martell
900 E Hamilton Ave # 100
Campbell, CA 95008
Phone: (408) 904-7639
About Calera Corporation
Calera Corporation, doing business as Chemetry, develops a
cementitious material that provides significant economic saving and
reduces carbon dioxide emissions.
Calera Corporation sought relief under Subchapter V of Chapter 11
of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 24-51527)
on Oct. 9, 2024, with $500,001 to $1 million in assets and $1
million to $10 million in liabilities.
Judge Stephen L. Johnson handles the case.
The Debtor is represented by Ron Bender, Esq., at Levene, Neale,
Bender, Yoo & Golubchik L.L.P.
CAN BROTHERS: Hires Robert L. Corallino PC as Accountant
--------------------------------------------------------
CAN Brothers Construction, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of New Hampshire to hire Robert
L. Corallino, PC as accountant.
The firm will render these services:
a, prepare federal and state tax returns and amend federal and
state tax returns for the Debtor for the years ended Dec. 31, 2020,
Dec. 31, 2021, Dec. 31, 2022 and Dec. 31, 2023 as well as the
return for Dec. 31, 2024; and
b. handle any matters with the Internal Revenue Service and/or
the State of New Hampshire on behalf of the Debtor; and
c. perform all other accounting and income tax preparation
services for Debtor as Debtor-in-Possession, which may be
necessary.
The firm will bill its normal rate of $350 per hour, not to exceed
$15,000.
As disclosed in the court filing, neither Robert L. Corallino, CPA,
nor Robert L. Corallino, PC, have any connection with the creditors
or any other party in interest or their respective attorneys, and
therefore represent no interest adverse to the estate and are a
disinterested person.
The accountant can be reached through:
Robert L. Corallino, CPA
Robert L. Corallino, PC
114 Bay Street
Manchester, NH 03104
Tel: (603) 623-5557
About CAN Brothers Construction
CAN Brothers Construction, Inc., a company in Middleton, N.H.,
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. N.H. Case No. 24-10115) on Feb. 26, 2024, with up to $10
million in both assets and liabilities. Charles W. Therriault, Jr.,
president, signed the petition.
Judge Bruce A. Harwood oversees the case.
Eleanor Wm. Dahar, Esq., at Victor W. Dahar Professional
Association, represents the Debtor as legal counsel.
CAPSTONE COMPANIES: Signs Loan Agreement With Coppermine Ventures
-----------------------------------------------------------------
Capstone Companies, Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that the Company signed
an Unsecured Promissory Note evidencing a loan from Coppermine
Ventures, LLC, a private Maryland limited liability company based
in Baltimore County, Maryland, of $125,914 to the Company. The
Principal is to be used to pay the working capital debts of the
Company. The Principal accrues interest at a simple annual rate of
7%. Principal and accrued interest thereon is due and payable in a
single lump sum due on July 31, 2025, unless occurrence of certain
events causes all sums to become due prior to July 31, 2025,
including certain events of default. The Note is not secured by
collateral or any other secured interest and does not provide for
any conversion of debt-to-equity securities or issuance of any
securities.
Acceleration of Payment of Debt:
Under the Note, the Principal and interest accrued thereon shall
become due before July 25, 2025 if:
(1) Company files a voluntary bankruptcy petition;
(2) an involuntary bankruptcy petition is filed on the
Company;
(3) Company ceases to be a reporting company under the
Securities Exchange Act of 1934;
(4) Company's Common Stock is not quoted on any tier to The
OTC Markets Group; or
(5) Company breaches the Management Transition Agreement
between the Company and Coppermine and the breach is not timely
cured under the terms of the MTA
Business of Coppermine:
Coppermine operates health clubs & recreational facilities in State
of Maryland that provide social, athletic, and fitness programming
for youth, adults and families. Through its subsidiary operations,
Coppermine offers youth and adult sports-oriented classes, clinics,
camps, leagues, tournaments, and before & after school programs.
Coppermine also holds nationally competitive club teams'
competitions in various sports. Swimming, soccer, lacrosse, tennis,
pickleball, gymnastics, dance, football, baseball, and karate are
some of the available programs offered at various Coppermine
facilities. One of Coppermine's affiliated operations, Copper
Union, is focused on indoor and outdoor pickle ball courts coupled
with a sports bar, or food-drink service area. Coppermine is owned
and operated by Alexander Jacobs, an entrepreneur based in the
Baltimore County, Maryland area. Coppermine is not a shareholder of
the Company.
Management Transition Agreement:
As an inducement to make the loan evidenced by the Note and to make
a financial commitment to fund the essential working capital needs
of the Company through March 31, 2025, Company and Coppermine
signed the MTA on October 31, 2024. MTA provides, in part, that
Coppermine will:
(1) designate two persons for appointment to the Company's
Board of Directors to fill vacancies on the Company's Board of
Directors;
(2) designate a person to act as Chief Executive Officer and
President of the Company upon the resignation of the incumbent
Chief Executive Officer of the Company; and
(3) fund certain essential and projected working capital needs
of the Company, as set forth in Attachment Two to the MTA, through
March 31, 2025. The "essential working capital needs" are those
Company expenses that are necessary to pay to maintain the Company
as a reporting company under the 1934 Act, cover the annual fee for
the quotation of the Company's Common Stock on The OTC Markets
Group QB Venture Market and OTC Blue Sky monitoring service through
August 2025, retain the acting Chief Financial Officer of the
Company, retain outside legal counsel to the Company and maintain
Directors' and Officers' liability insurance coverage.
Under the MTA, the Company agreed to accept the resignation of two
incumbent directors and the incumbent Chief Executive Officer upon
receipt of designation of Coppermine's two candidates for
appointment to the Company's Board of Directors and designation of
Coppermine's candidate for appointment as Chief Executive Officer
and President of the Company, which Coppermine candidates would be
appointed to their respective positions upon resignation of the two
incumbent directors and Chief Executive Officer of the Company, and
which appointments would be subject to the Company's Board of
Directors verification that the Coppermine candidates are qualified
and eligible to serve in their respective positions with the
Company. Coppermine has not designated its candidates as of the
date of the filing of this Form 8-K. Under the MTA, Coppermine has
until November 30, 2024, to designate its candidates for
appointment to the Company's Board of Directors and appointment as
Chief Executive Officer and President of the Company.
Reason for Management
Transition Agreement and Note:
As reported previously in filings with the Commission, the Company
has pursued two courses of action in 2023 and 2024:
(1) an effort to develop a new product line under its Connected
Surface consumer product concept to generate revenues to replace
the closed traditional LED product line, which was closed in 2023
due to lack of sales, and to replace the product line the Connected
Surface Internet-connected smart mirror product line for
residential use which was intended to replace the LED product line.
The Connected Surface smart mirror failed to generate sufficient
revenues to sustain the Company's operations in 2023 and 2024, and
(2) concurrently, as the new smart mirror product line did not
achieve sufficient revenues to sustain the Company's operations,
the Company searched for a new business line to replace its
traditional consumer product business line, which new business line
could be either developed internally with sufficient third-party
funding or result from a merger, acquisition, or joint venture.
These efforts in 2023 and into September 2024 did not produce a new
product line or result in the acquisition of a new business line to
generate revenues to fund the working capital needs of the Company.
The Company significantly reduced its overhead costs in late 2023
and 2024. Mr. Wallach provided the funding to sustain the reduced
Company operations through September 2024, with personal funding of
the Company by Mr. Wallach in 2023 and through September 2024 of an
estimated total of $673,000.
The Company's efforts in 2023 and the first nine months of 2024 to
find a funding source to replace Mr. Wallach's personal funding of
the Company were unsuccessful due primarily to the Company's lack
of revenues, lack of hard assets suitable as collateral, low market
price and low trading volume and market liquidity of the Company's
Common Stock and amount of corporate debt. Mr. Wallach will not
provide sufficient ongoing working capital funding for the Company
after October 2024. As such, the Company had an urgent need to find
replacement working capital funding. Funding under the Note and MTA
is intended to provide working capital to sustain the Company
operations through March 31, 2025.
The appointment of Coppermine's candidates to the Company's Board
of Directors and Coppermine's candidate as Company's Chief
Executive Officer and President under the MTA was necessary to
induce Coppermine to provide working capital funding, but the
Company's Board of Directors also believes that new management
members will serve the best interests of the Company and its public
shareholders by potentially expanding the expertise, funding
sources and business development capabilities and networks of the
Company and bringing possible new perspectives and ideas to the
efforts to establish a viable business operation for the Company.
The Company is currently focused on the development or acquisition
of a new business line capable of generating operating revenues
instead of the internal development and launch of a new consumer
product.
Potential Change in Control of Registrant:
With the Note and MTA, Coppermine is the sole source of significant
working capital funding for the Company and, as such, Coppermine
may be able influence the management of the Company and its
business development efforts through the control of funding of the
Company. Further, the ability of Coppermine to have two candidates
appointed to the Company's Board of Directors and its candidate
appointed as the Company's Chief Executive Officer and President
provides Coppermine with a potential ability to influence or
control the management or business development of the Company.
There are no provisions or covenants in the Note or MTA that
explicitly empower Coppermine or its nominees to control the
Company's management of operations or business development efforts,
or overtly restrict the management or business development of the
Company. Coppermine does not own any shares of the Company's voting
capital stock as of the date of the filing of this Form 8-K.
The MTA when implemented will result in the appointment of two new
Company directors and a new Chief Executive Officer and President
of the Company and the resignation of two incumbent Company
directors and the Company's Chief Executive Officer. As of November
5, 2024, the date of the filing of Form 8-K, no resignation of a
director or senior officer of the Company has occurred and no
appointment of new directors or a new senior officer has occurred.
About Capstone Companies Inc.
Deerfield Beach, Fla.-based Capstone Companies, Inc. is a public
holding company organized under the laws of the State of Florida.
The Company is a designer, manufacturer and marketer of consumer
products that are designed to simplify daily living through
technology.
Margate, Fla.-based Assurance Dimensions, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated March 29, 2024, citing that the Company has incurred
recurring operating losses, has incurred negative cash flows from
operations and has an accumulated deficit. These and other factors
raise substantial doubt about the Company's ability to continue as
a going concern.
CAREMAX INC: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Caremax, Inc.
1000 NW 57th Court, Suite 400
Miami, FL 33126
Business Description: Founded in 2011, CareMax, Inc. is a
technology-enabled care platform,
providing high-quality, value-based care and
chronic disease management through
physicians and health care professionals.
Today, the Debtors have two primary business
lines: (i) the managed-services organization
("MSO") business and (ii) the non-MSO
clinical care centers through which the
Debtors offer a comprehensive range of
medical services, including primary and
preventative care, specialist services,
diagnostic testing, chronic disease
management and dental and optometry services
under global capitation contracts. The
Debtors operate 46 clinical centers and
employ approximately 1,100 employees who
serve approximately 260,000 patients
annually across all business lines.
Chapter 11 Petition Date: November 17, 2024
Court: United States Bankruptcy Court
Northern District of Texas
Fifty-four affiliates that concurrently filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
CareMax, Inc. (Lead Case) 24-80093
Sparta Texas ACO, Inc. 24-80092
CareMax Medical Center of Broward, L.L.C. 24-80094
Sunset Holding, L.L.C. 24-80095
Care Optimize L.L.C. 24-80096
CareMax Medical Center of Little Havana, L.L.C. 24-80097
CareMax Management L.L.C. 24-80098
Sunset Cardiology, L.L.C. 24-80099
Physician Service Organization, L.L.C. 24-80100
CareMax IPA, L.L.C. 24-80101
CareMax Medical Group, L.L.C. 24-80102
CareMax Medical Center of Hialeah, L.L.C. 24-80103
Senior Medical Associates, L.L.C. 24-80104
CareMax of Miami, L.L.C. 24-80105
CareMax Medical Center of North Miami, L.L.C. 24-80106
CareMed Pharmacy, L.L.C. 24-80107
CareMax Medical Center of Tamarac, L.L.C. 24-80108
CareMax Medical Center of Westchester, L.L.C. 24-80109
Jesus Montesano MD, L.L.C. 24-80110
Healthcare Advisory Solutions, L.L.C. 24-80111
Managed Healthcare Partners, L.L.C. 24-80112
IMC Medical Group Holdings, L.L.C. 24-80113
CareMax Medical Centers of Central Florida, L.L.C. 24-80114
Care Garage, L.L.C. 24-80115
Analitico, L.L.C. 24-80116
Interamerican Medical Center Group, L.L.C. 24-80117
Clear Scripts, L.L.C. 24-80118
Primary Provider, Inc. 24-80119
CareMax Medical Center of Pembroke Pines, L.L.C. 24-80120
Jose Orcasita-NG, L.L.C. 24-80121
Care Holdings Group, L.L.C. 24-80122
CareMax Medical Center of Homestead, L.L.C. 24-80123
IMC Transport Fleet, L.L.C. 24-80124
Pines Care Medical Center, L.L.C. 24-80125
CareMax Medical Center of Coral Way, L.L.C. 24-80126
Stallion Medical Management, L.L.C. 24-80127
CareMax Medical Center, L.L.C. 24-80128
CareMax Medical Center of Little Havana II, L.L.C. 24-80129
CareMax Medical Center of East Hialeah L.L.C. 24-80130
Sparta Merger Sub I L.L.C. 24-80131
Sparta Merger Sub II L.L.C. 24-80132
Sparta Merger Sub III L.L.C. 24-80133
CareMax Accountable Care Network, L.L.C. 24-80134
CareMax National Care Network L.L.C. 24-80135
CareMax Health Partners, L.L.C. 24-80136
CareMax Holdings, L.L.C. 24-80137
Care Alliance, L.L.C. 24-80138
CareMax Medical Centers of Louisiana, L.L.C. 24-80139
Medical Care of Texas, P.L.L.C. 24-80140
Medical Care of Tennessee, P.L.L.C. 24-80141
Medical Care of NY, P.C. 24-80142
Care Optical, L.L.C. 24-80143
Sapphire Holdings, L.L.C. 24-80144
RX Marine Inc. 24-80145
Judge: Hon. Michelle V. Larson
Debtors'
General
Restructuring
Counsel: Thomas R. Califano, Esq.
Juliana L. Hoffman, Esq.
SIDLEY AUSTIN LLP
2021 McKinney Avenue, Suite 2000
Dallas TX 75201
Tel: (214) 981-3300
Email: tom.califano@sidley.com
jhoffman@sidley.com
- and -
Stephen Hessler, Esq.
Anthony R. Grossi, Esq.
Jason L. Hufendick, Esq.
SIDLEY AUSTIN LLP
787 Seventh Avenue
New York, New York 10019
Tel: (212) 839-5300
Fax: (212) 839-5599
Email: shessler@sidley.com
agrossi@sidley.com
jhufendick@sidley.com
Debtors'
Financial
Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC
Debtors'
Investment
Banker: PIPER SANDLER & CO.
Debtors'
Claims,
Noticing &
Solicitation
Agent: STRETTO, INC.
Total Assets as of November 17, 2024: $390,000,000
Total Debts as of November 17, 2024: $693,000,000
The petitions were signed by Paul Rundell as chief restructuring
officer.
A full-text copy of the Lead Debtor's petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/NGGYPUQ/CAREMAX_INC__txnbke-24-80093__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Health Catalyst, Inc. Trade Payable $1,383,506
10897 South River Front Parkway
Suite 300
South Jordan, UT 84095
United States
Dan Burton
Chief Executive Officer
Email: dan.burton@healthcatalyst.com
Phone: 614-255-5400
2. Elevance Health, Inc. Loan $846,535
220 Virginia Ave
Indianapolis, IN 46203
United States
Elena McFann, President
EMAIL: elena.mcfann@elevancehealth.com
PHONE: 682-209-0335
3. Foresee Medical, Inc. Trade Payable $722,222
11622 El Camino Real
Suite 100
San Diego, CA 92130
United States
Jonathan Flam
Chief Financial Officer and
Co-Founder
EMAIL: jflam@foreseemed.com
PHONE: 858-523-2120
4. TH PSL Village Parkway LLC Rent $650,228
c/o Turner Impact Capital
1702 Olympic Boulevard
Santa Monica, CA 90404
United States
Lynne Lovasco
Vice President of Investory Relations
EMAIL: llovasco@turnerimpact.com
PHONE: 310-752-9600
5. Buildout Pros, LLC Trade Payable $603,514
5050 Newport Drive
Suite 5
Rolling Meadows, IL 60008
United States
Bill Westmoreland
Company Owner
EMAIL: bwestmoreland@buildoutpros.com
TEL: 847-749-0165
FAX: 847-749-0169
6. TH Miami Northlake LLC Rent $553,837
c/o Turner Impact Capital
3000 Olympic Blvd
Suite 2120
Santa Monica, CA 90404
United States
Lynne Lovasco
Vice President of Investory Relations
EMAIL: llovasco@turnerimpact.com
PHONE: 310-752-9600
7. Israel Family 3401 Rent $522,109
Deer Creek LLC
c/o KEI Properties
1922 Northeast 149th Street
North Miami, FL 33181
Kenneth Israel
Chief Executive Office and Owner
EMAIL: ken@KEIProperties.com
PHONE: 305-776-9194/954-951-1393
8. THFF REIT LLC - Daytona Beach Rent $489,292
1702 Olympic Blvd
Santa Monica, CA 90404
United States
Lynne Lovasco
Vice President of Investory Relations
EMAIL: llovasco@turnerimpact.com
PHONE: 310-752-9600
9. Cardinal Health, Inc. Trade Payable $455,731
7000 Cardinal Place
Dublin, OH 43017
United States
Jason Hollar
Chief Executive Officer
Email: jason.hollar@cardinalhealth.com
10. Ross + Ross LLC Rent $418,847
1950 3rd Avenue
2nd Floor
New York, NY 10029
United States
Rafael Junior
Company Representative
EMAIL: rafael.ehpm@gmail.com
11. TH Orlando 8575 NE 138 LLC Rent $373,207
c/o Turner Impact Capital
1702 Olympic Boulevard
Santa Monica, CA 90404
United States
Lynne Lovasco
Vice President of Investory Relations
EMAIL: llovasco@turnerimpact.com
PHONE: 310-752-9600
12. FVP West Hialeah, LLC Rent $372,961
c/o Florida Value Partners
15500 New Barn Road
Suite 104
Miami Lakes, FL 33014
United States
Gus Alfonso
Managing Partner
EMAIL: galfonso@fvpre.com
PHONE: 786-255-5803
13. CP Pembroke Pines, LLC Rent $355,730
c/o Select Strategies Realty
3850 Hollywood Blvd
Suite 400
Hollywood, FL 33021
United States
Mary Lou Davis
Executive Vice President of
Property Management
EMAIL: mdavis@selectstrat.com
PHONE: 321-558-3860 / 407-509-1552
14. TH Palm Bay 548 Barton LLC Rent $331,724
c/o Turner Impact Capital
1702 Olympic Boulevard
Santa Monica, CA 90404
United States
Lynne Lovasco
Vice President of Investory Relations
EMAIL: llovasco@turnerimpact.com
PHONE: 310-752-9600
15. TH Palm Bay 470 Malabar LLC Rent $330,653
c/o Turner Impact Capital
1702 Olympic Boulevard
Santa Monical, CA 90404
United States
Lynne Lovasco
Vice President of Investory Relations
EMAIL: llovasco@turnerimpact.com
PHONE: 310-752-9600
16. BTM Development Partners LLC Rent $317,575
c/o Related Companies
30 Hudson Yards
New York, NY 10001
United States
Jeff Blau
Chief Executive Officer
EMAIL: jblau@related.com
17. THFF Reit LLC - Titusville Rent $289,304
c/o Turner Impact Capital
1702 Olympic Boulevard
Santa Monica, CA 90404
United States
Lynne Lovasco
Vice President of Investory Relations
EMAIL: llovasco@turnerimpact.com
PHONE: 310-752-960
18. JSB Realty No 3 LLC Rent $272,495
c/o Bawabeh Holdings
15 Ocean Avenue
Booklyn, NY 11225
United States
Soly D. Bawabeh, Partner
EMAIL: solyd@bawabeh.com
PHONE: 718-703-8441
19. TH Memphis Raines LLC Rent $268,487
c/o Turner Impact Capital
1702 Olympic Boulevard
Santa Monica, CA 90404
United States
Lynne Lovasco
Vice President of Investory Relations
EMAIL: llovasco@turnerimpact.com
PHONE: 310-752-9600
20. Connect C3 Trade Payable $253,248
12915 SW 132nd St
Suite 4
Miami, FL 33186
United States
Ildefonso Balart, Owner
EMAIL: Fonsi@connectc3.com
PHONE: 305-275-0900
21. Lockton Companies Trade Payable $232,351
444 W 47th St
Suite 900
Kansas City, MO 64112
United States
Ron Lockton
Chairman and Chief Executive Officer
EMAIL: rlockton@lockton.com
22. LeaseFlorida Ft.Pierce, LLC Rent $221,805
5901 Northwest 151st St
Suite 126
Miami Lakes, FL 33014
United States
Alan Waserstein
Principal Owner
EMAIL: alan@leaseflorida.com
PHONE: 786-703-1731
23. RingCentral Inc. Trade Payable $210,519
20 Davis Drive
Belmont, CA 94002
United States
Vlad Shmunis
Founder, Chief Executive Officer
Chairman
EMAIL: vlads@ringcentral.com
PHONE: 888-528-7464
24. NextGen Healthcare Inc. Trade Payable $196,620
18111 Von Karman St
Ste. 800
Irvine, CA 92612
United States
David Sides
Chief Executive Officer
EMAIL: dsides@nextgen.com
PHONE: 972-625-1751
25. FVP Re Ocala 3200 LLC Rent $186,713
c/o Florida Value Partners
15500 New Barn Road
Suite 104
Hialeah, FL 33014
United States
Gus Alfonso
Managing Partner
EMAIL: galfonso@fvpre.com
PHONE: 786-255-5803
26. Apex Place PH LLC Rent $174,327
c/o Phipps Houses Services, Inc.
902 Broadway
13th Floor
New York, NY 10010
United States
Adam Weinstein
President and CEO
EMAIL: aweinstein@phippsny.org
27. 1675 JV Associates, LLC Rent $164,563
c/o Phipps Houses Services, Inc.
902 Broadway
13th Floor
New York, NY 10010
United States
Adam Weinstein
President and CEO
EMAIL: aweinstein@phippsny.org
28. Flagler West Rent $161,831
Corporate Center, LLC
8700 West Flagler Street
Suite 175
Miami, FL 33174
United States
Helen Spitzer
Company Representative
EMAIL: spitzer.helen14@gmail.com
PHONE: 917-282-4882
29. Ideal Dental, Inc. Trade Payable $159,011
8603 S Dixie Hwy
Suite 411
Miami, FL 33143
United States
Magin Carreras, President
EMAIL: magin@idealdentalinc.com
PHONE: 305-771-0874
30. Milliman, Inc. Trade Payable $156,000
1301 Fifth Ave
Suite 3800
Seattle, WA 98101
United States
Jim Fulton
Senior Vice President and
Chief Financial Officer
EMAIL: jim.fulton@milliman.com
CG JERSEY: Case Summary & 11 Unsecured Creditors
------------------------------------------------
Debtor: CG Jersey, Inc.
d/b/a Fratello's Italian Rest
810 The Plaza
Sea Girt, NJ 08750
Business Description: Fratello's is an Italian restaurant serving
seafood, steaks and Italian dishes in Sea
Girt, Manasquan, Wall, Spring Lake, Brielle,
and the surrounding areas of the Jersey
Shore.
Chapter 11 Petition Date: November 15, 2024
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 24-21373
Debtor's Counsel: Melinda D. Middlebrooks, Esq.
MIDDLEBROOKS SHAPIRO, P.C.
841 Mountain Avenue
First Floor
Springfield, NJ 07081
Tel: (973) 218-6877
Fax: (973) 218-6878
E-mail: middlebrooks@middlebrooksshapiro.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Christopher G. De Cresce as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 11 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/RT62KVY/CG_Jersey_Inc_dba_Fratellos_Italian__njbke-24-21373__0001.0.pdf?mcid=tGE4TAMA
CHEMOURS COMPANY: Moody's Rates New Senior Unsecured Notes 'B1'
---------------------------------------------------------------
Moody's Ratings assigned a B1 rating to The Chemours Company's new
senior unsecured notes due 2033. Proceeds from the notes will be
used for general corporate purposes including the redemption of
EUR441 million of senior unsecured notes maturing in May 2026. The
outlook is stable.
"Despite trough conditions in the Titanium Technologies segment and
weak credit metric, Chemours is accessing the market to extend
maturities," stated John Rogers, Moody's Ratings Senior Vice
President and lead analyst on Chemours.
RATINGS RATIONALE
The B1 rating on the new notes, one notch below the Ba3 Corporate
Family Rating ("CFR"), reflects their position in the capital
structure relative to $1.5 billion of secured term loans.
Management is prudent in addressing debt maturities well in
advance, given the difficult conditions in most chemical and
material markets over the past two years.
Chemours' Ba3 CFR reflects the company's substantial size and
relatively low balance sheet debt and its position as a leading
global producer of titanium dioxide pigments (white pigment),
refrigerants and fluoropolymers. Chemours' leading technologies
market positions in each of its three business segments is offset
by substantial litigation risk stemming from per- and
polyfluoroalkyl substances ("PFAS"). The company is a defendant in
a large number of actions filed by states, municipalities,
environmental regulators, businesses and private plaintiffs related
to PFAS, which have been used and sold by the company and its
predecessors for more than 70 years. While the company has
negotiated advantageous settlements with plaintiffs that have
avoided stressing the balance sheet, a substantial number of
lawsuits remain in the multi-district litigation ("MDL") in South
Carolina. Chemours has a cost sharing arrangement with its
predecessor companies to pay large PFAS settlements, reducing
Chemours cash cost of these settlements by 50%. In addition,
Moody's expect that Dupont de Nemours (Baa1 negative) and Corteva,
Inc. (rated entity EIDP, Inc.: A3 stable) will continue to support
Chemours with any large PFAS settlements in the future as these
companies would not want Chemours to become distressed as a
bankruptcy court could force DuPont and Corteva to assume these
liabilities directly.
The company's proprietary technology, back integration into ore and
size of its facilities in the Titanium Technologies ("TT") business
provides a meaningful cost advantage versus other competitors in
the industry. The fluoroproducts business is divided into Thermal &
Specialized Solutions ("TSS") segment, which includes refrigerants
and other high value fluoroproducts, and its Advanced Performance
Materials ("APM"), which includes fluoropolymers like Teflon. TSS
continues to have favorable long term secular growth outlook from
proprietary products like Opteon, aided by governments regulations,
which seek to phase down or out traditional HFC refrigerants.
Chemours is one of only two major producers of HFO refrigerants,
which have a negligible impact on global warming compared to
traditional HFC refrigerants.
Credit metrics are very weak for the rating with Debt/EBITDA of
over 5x due to a slower recovery in industrial end market demand
after destocking in 2023, and early 2024, as well as the trough in
Titanium Technologies. While leverage is above Moody's downgrade
trigger, Moody's expect a material improvement in 2025 due to a
reduction in restructuring costs, a modest recovery in TT and
continued growth in TSS. Furthermore, Moody's expect leverage to
decline to below 4x by 2026 and improve further once TT fully
emerges from this downturn.
LIQUIDITY
Chemours has solid liquidity due to almost $600 million of cash and
over $650 million in revolver availability (limited by letters of
credit and the financial covenant) at September 30, 2024. The
company also has access to a $175 million accounts receivable
facility, which is largely utilized. The revolver has a maximum
secured Net Debt/EBITDA ratio of 2.0x and Chemours is expected to
be in compliance with this covenant over the next 12-18 months.
OUTLOOK
The stable outlook assumes that there are no additional large
settlements related to PFAS liabilities of more than a $1 billion
over the next 12 months, which would increase debt. Additionally,
it assumes that credit metrics will improve modestly in 2025 due to
ongoing cost reduction efforts and limited growth in demand.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
An upgrade will be considered if and when there is better clarity
on the potential timing and scale of PFAS litigation related
settlements and remediation liabilities. as this is an evolving
situation.
Moody's would consider a downgrade, if (i) PFAS litigation and
settlement related costs were expected to be over $4.0 billion in
the next 12-18 months; (ii) there were to be any concern that
DuPont and Corteva would not continue to support the company to
address future PFAS related costs; (iii) cash balances and
liquidity were to deteriorate significantly and at the same time
Debt/EBITDA was expected to exceed 4.0x on a sustained basis.
COMPANY PROFILE
The Chemours Company, headquartered in Wilmington, Delaware, is a
leading global producer of performance chemicals through three
primary segments: Titanium Technologies, Thermal & Specialized
Solutions and Advanced Performance Materials. Revenues for the last
twelve months ended September 30, 2024 were over $5.5 billion.
The principal methodology used in this rating was Chemicals
published in October 2023.
CHORD ENERGY: Moody's Hikes CFR to Ba1 & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Ratings upgraded Chord Energy Corporation's Corporate
Family Rating to Ba1 from Ba2, Probability of Default Rating to
Ba1-PD from Ba2-PD, senior unsecured notes rating to Ba2 from Ba3,
and changed the outlook to stable from positive. Chord's SGL-1
Speculative Grade Liquidity (SGL) rating remains unchanged.
"Chord's upgrade and stable outlook reflects the company's basin
intensification in its already established position in the Bakken
shale following its combination with Enerplus, with a larger
production base and deeper drilling inventory, which should enable
ongoing drilling and operating efficiencies," commented Amol Joshi,
Moody's Ratings' Vice President and Senior Credit Officer.
RATINGS RATIONALE
Chord's upgrade to Ba1 CFR reflects the increased scale and
efficiencies achieved through the combination with Enerplus
Corporation (Enerplus), and Moody's expectation that the combined
company's credit profile should improve due to asset integration
benefits through 2025 even as commodity prices remain volatile. The
upgrade is further supported by the company's conservative
financial policies and low debt levels pro forma for the
combination.
Chord's Ba1 CFR reflects its solid credit profile supported by
significant reserves and production scale with relatively low debt
balances and strong leverage metrics. Chord is one of the largest
oil producers in the Williston Basin. The company produced about
280 thousand barrels of oil equivalent per day (boepd) on a
three-stream basis in the third quarter of 2024 following closing
its Enerplus transaction at the end of May. The benefits of larger
scale are somewhat offset by the risks of its largely single-basin
focus and lack of meaningful portfolio diversification. Chord's
assets are oil-weighted with improved cash margins at higher oil
prices, and the company should generate significant free cash flow
through 2025 supported by moderate capital spending. However, the
company is facing low natural gas and natural gas liquids price
realizations, highlighting the risks of its asset concentration in
the Bakken.
The Enerplus combination further consolidates Chord's Williston
Basin acreage position with largely contiguous assets and the
ability to generate consistent free cash flow before dividends,
which will enhance its resilience and bolster its capacity to
withstand negative credit impacts from carbon transition risks.
While the financial performance of the company will continue to be
influenced by industry cycles, compared to historical experience,
Moody's expect future profitability and cash flow in this sector to
be more volatile because global initiatives to limit adverse
impacts of climate change will constrain the use of hydrocarbons
and accelerate the shift to less environmentally damaging energy
sources.
Chord's senior unsecured notes are rated Ba2, one notch below the
company's Ba1 CFR, reflecting the notes' junior priority claim on
assets to borrowings under the secured revolving credit facility.
Chord's very good liquidity is reflected by its SGL-1 rating and is
supported by its ability to generate meaningful free cash flow at
mid-cycle oil prices. At September 30, 2024, the company had $52
million in balance sheet cash and $470 million of revolver
borrowings. The company secured credit facility has a borrowing
base of $3 billion with an elected commitment of $1.5 billion and
matures in July 2027. The credit facility is subject to financial
covenants including a maximum Total Net Debt to EBITDAX ratio of
3.5x and minimum current ratio of 1x. Moody's expect Chord to
comfortably comply with these covenants through 2025.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Chord strengthens its business
profile by either significantly increasing its production and
reserves scale, with production exceeding 400 thousand barrels of
oil equivalent per day, or achieving sufficient basin
diversification, while sustaining low leverage and strong credit
metrics. For an upgrade, the company's leveraged full-cycle ratio
(LFCR) should exceed 2x, it should generate consistent free cash
flow after sufficiently reinvesting in the business, and further
establish a track record with its overall capital allocation
framework and financial policy to support an investment grade
rating.
Ratings could be downgraded if Chord generates meaningful negative
free cash flow, LFCR approaches 1x, retained cash flow (RCF) to
debt falls below 35%, or Chord's financial policy becomes more
aggressive, such as using substantial debt for acquisitions or to
provide shareholder payouts.
Chord Energy Corporation, headquartered in Houston, Texas, is an
independent exploration & production company with operations
focused largely in the Williston Basin.
The principal methodology used in these ratings was Independent
Exploration and Production published in December 2022.
CLASS 1 LOGISTICS: Claims to be Paid From Business Revenue
----------------------------------------------------------
Class 1 Logistics, LLC filed with the U.S. Bankruptcy Court for the
Western District of Texas a Disclosure Statement describing Chapter
11 Plan dated October 7, 2024.
The Debtor is a Texas LLC, incorporated in October of 2019. It is a
long-haul trucking company operated by its founder, Omar Navarro,
with assistance from his wife, Jacqueline Navarro, who assists with
administrative tasks when she can.
The Debtor filed this Chapter 11 bankruptcy case on March 9, 2024.
After this date, the Debtor had to locate a new source of revenue.
Class 1 Logistics, LLC continued to operate after the Petition date
in the regular course of business, except that it was necessary to
revert to leasing its equipment to other entities in order to
generate revenue.
Initially, this Court allowed the Debtor to lease some of its
equipment to Freight Exchange ("F/X") and to OnExpress, LLC, and
insider entity created by Jacqueline Navarro. Upon a second motion,
additional equipment was leased to OnExpress. F/X has made a new
offer to the Debtor, and a motion is forthcoming to ratify
acceptance of that offer. If the Court grants the motion, all
equipment will be leased to F/X.
Class 2 consists of General unsecured claims. The general unsecured
claims consist of: (a) undersecured creditors whose secured claims
are addressed in Class 1; (b) formerly, partially secured creditors
whose collateral has been or is being surrendered by the Debtor;
and (c) creditors claiming to be secured, but for which there are
no assets that provide security. These creditors will be paid the
remaining amount from the liquidation analysis, after payment of
all claims on a pro rata basis. The total amount to be paid is
estimated to be $108,348.
The Debtor's only equity holder is its managing member, Omar
Navarro. He will retain his stock ownership in the Debtor entity.
He holds this equity interest as community property, subject to his
sole management, under the Texas Family Code.
The Debtor will distribute all Plan payments from revenue received
in the form of revenue from F/X and, if necessary, from OnXpress,
LLC.
The Debtor's current, demonstrated revenue shows its ability to
make its plan payments.
A full-text copy of the Disclosure Statement dated October 7, 2024
is available at https://urlcurt.com/u?l=PhT8Jw from
PacerMonitor.com at no charge.
Counsel to the Debtor:
James "Jim" K. Jopling, Esq.
521 Texas Ave Ste 102
El Paso, TX 79901
Tel: (915) 541-6099
Fax: (866) 864-6854
Email: jim@joplinglaw.com
About Class 1 Logistics, LLC
The Debtor is part of the general freight trucking industry.
Class 1 Logistics, LLC in El Paso, TX, filed its voluntary petition
for Chapter 11 protection (Bankr. W.D. Tex. Case No. 24-30275) on
March 9, 2024, listing $1 million to $10 million in assets and
$500,000 to $1 million in liabilities. Omar Navarro as managing
member/president, signed the petition.
Judge Christopher G Bradley oversees the case.
JIM JOPLING, ATTORNEY AT LAW serve as the Debtor's legal counsel.
CMG MEDIA: S&P Upgrades ICR to 'B-' on Completed Debt Exchanges
---------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on CMG Media
Corp. to 'B-' from 'SD' (selective default). S&P also raised its
issue-level ratings on the company's remaining $17 million senior
secured term loan maturing in 2026 to 'B' from 'D' and its
remaining $31 million senior unsecured notes due in 2027 to 'CCC'
from 'D'.
S&P said, "We also assigned our 'B' issue-level rating and '2'
recovery rating to the company's $1.8 billion senior secured term
loan and our 'CCC' issue-level rating and '6' recovery rating to
its $574 million second-lien senior secured notes.
"The stable outlook reflects our view that CMG will reduce gross
leverage to the high-6x area in 2025 from the low-7x area in 2024
while maintaining positive free operating cash flow (FOCF) and
EBITDA interest coverage above 1.5x over the next 12 months.
"We view CMG's capital structure as sustainable following the
completion of its debt exchanges and implementation of cost
reduction actions. CMG's debt exchanges have alleviated near-term
default risk and enhanced the company's ability to deleverage over
time. We expect its trailing-eight-quarter S&P Global
Ratings-adjusted gross leverage will be about 7.2x at the end of
2024, improving to 6.9x in 2025 and to 6.2x in 2026."
CMG Media Corp. has completed the partial exchange of its senior
secured term loan due 2026 to a new $1.8 billion (following a $233
million debt paydown at transaction close) senior secured term loan
due 2029. It also completed a partial exchange of its senior
unsecured notes due 2027 to new $574 million second-lien senior
secured notes due 2029.
As part of the transaction, CMG extended $2.4 billion of debt
maturities (99% of its term loan and 94% of its senior unsecured
notes) to 2029. In conjunction with the debt exchanges, CMG agreed
to remit all excess cash above $125 million at the end of 2024 and
75% of excess flow each year thereafter to principal paydown on its
first-lien senior secured term loan due 2029. This follows a $233
million debt paydown made in conjunction with the term loan
exchange. Additional credit protections were put in place including
restrictive covenants that limit the company's ability to pay
dividends, incur additional indebtedness, and make restrictive
payments.
S&P said, "The company also significantly reduced costs, primarily
related to headcount and corporate overhead, which we expect will
result in operating expenses declining 2%-4% in 2024 and 5%-7% and
2025. The cost reductions, combined with projected debt repayment,
will significantly improve its FOCF generation relative to our
previous forecast such that we expect the company to maintain FOCF
to debt coverage of about 5% through a political cycle, and EBITDA
interest coverage above 1.5x.
"CMG's core and distribution revenue are exposed to secular
pressures. We lowered our revenue forecast relative to our
previous projections given ongoing secular pressures in the
company's business. We believe future EBITDA growth will be more
dependent on the company's ability to reduce costs than top-line
growth. We expect the company's distribution revenue will remain
flat to down 2% over the next two years as subscriber churn remains
elevated. We originally expected distribution revenue to grow in
2024 as the company completed a new distribution agreement with
Dish TV in April 2024 following a 17-month blackout period.
However, subscriber churn continues to be an offsetting factor.
"Subsequent to 2025, we do not believe the company will be able to
grow its distribution revenue because its annual price escalators
will become insufficient to offset its subscriber churn. We also
believe it will be more difficult for CMG to increase its prices
(given the already high cost of pay-TV, declining TV audiences,
weaker broadcast network content, and less-exclusive broadcast
network content).
"We expect the company will increase its core advertising revenue
about 2% in 2025 given the lack of political displacement but
estimate its core advertising revenue will mostly be flat to
declining 1%-2% annually (though slightly increasing in odd years
absent the displacement from political advertising revenue). We
note broadcast radio remains in secular decline and expect its
broadcast radio advertising will be a drag on revenue growth. Over
time, we believe CMG's cash flow (and that of its peers) will
become increasingly dependent on its political advertising revenue
in even years to offset the declines in its core advertising and
distribution revenue.
"The stable outlook reflects our view that the company will reduce
gross leverage to the high-6x area in 2025 from the low-7x area in
2024 while maintaining positive FOCF and EBITDA interest coverage
above 1.5x over the next 12 months.
"We could lower the rating if we expect CMG 's EBITDA interest
coverage to decline to the low-1x area or we believe it cannot
generate sustainably positive FOCF, resulting in its capital
structure becoming unsustainable." This could occur if:
-- Net retransmission revenue declines due to either
lower-than-expected price increases with pay-TV distributors during
upcoming contract renewals or growth in reverse retransmission fees
do not moderate as we currently expect; or
-- A severe or prolonged economic slowdown causes declines in its
core advertising revenue.
S&P could raise its rating on CMG if we expect the company to
generate FOCF to debt above 5% (over a political cycle) on a
sustained basis while reducing leverage to 6x. S&P believes this
could occur if:
-- The revenue trends in the company's various segments show
sustain relative stability; and
-- The company uses all its excess cash beyond its credit
agreement requirements to reduce debt.
S&P said, "Governance factors are a moderately negative
consideration, as it is 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 controlling owners. This also reflects
private-equity sponsors' generally finite holding periods and focus
on maximizing shareholder returns."
CONN'S INC: Seeks to Extend Plan Exclusivity to Feb. 18, 2025
-------------------------------------------------------------
Conn's, Inc., and affiliates asked the U.S. Bankruptcy Court for
the Southern District of Texas to extend their exclusivity periods
to file a plan of reorganization and obtain acceptance thereof to
February 18, 2025 and April 21, 2025, respectively.
The Debtors explain that the relevant factors strongly favor
extensions of the Debtors' Exclusivity Periods. The relevant
factors strongly weigh in favor of an extension of the Exclusivity
Periods:
* The Debtors' Chapter 11 Cases Are Large and Complex. These
cases met the requirements for and were designated as complex
cases. As of the Petition Date, the Debtors had approximately $530
million of funded debt, along with unsecured obligations to various
vendors, contractual counterparties, and, as of the Petition Date,
and thousands of employees and independent contractors worldwide.
Accordingly, this factor weighs in favor of granting an extension
of the Exclusivity Periods.
* The Debtors Have Made Good Faith Progress Towards Exiting
Chapter 11. The Debtors have progressed their cases substantially
since the Petition Date, and are strenuously endeavoring to
formulate and solicit a plan in order to exit chapter 11 in the
near term. The Debtors have spent the time in these cases operating
in the ordinary course and running multiple sale processes.
Accordingly, this factor weighs in favor of granting an extension
of the Exclusivity Periods.
* An Extension Will Not Pressure or Prejudice Creditors. The
Debtors are not seeking an extension of the Exclusivity Periods to
pressure or prejudice any of their stakeholders. All parties in
interest have had an opportunity to actively participate in
substantive discussions with the Debtors throughout these chapter
11 cases. As demonstrated throughout these cases, the Debtors have
actively pursued consensual resolutions to reasonable concerns
raised by stakeholders, and seek to continue those efforts as a
plan is developed.
* The Debtors Are Paying Their Bills as They Come Due. Since
the Petition Date, the Debtors have paid their vendors and third
party partners in the ordinary course of business or as otherwise
provided by orders of the Court. More importantly, the Debtors
maintain their ability to continue to pay their bills throughout
these chapter 11 cases.
* Relatively Little Time Has Elapsed in These Chapter 11
Cases. Approximately 90 days have lapsed since the Petition Date,
during which substantial progress was made advancing these chapter
11 cases. Accordingly, this factor weighs in favor of granting an
extension of the Exclusivity Periods.
The Debtors' Counsel:
Duston McFaul, Esq.
Jeri Leigh Miller, Esq.
Maegan Quejada, Esq.
SIDLEY AUSTIN LLP
1000 Louisiana Street, Suite 6000
Houston, Texas 77002
Tel: (713) 495-4500
Fax: (713) 495-7799
Email: dmcfaul@sidley.com
jeri.miller@sidley.com
mquejada@sidley.com
- and -
William E. Curtin, Esq.
Michael Sabino, Esq.
787 Seventh Avenue
New York, New York 10019
Tel: (212) 839-5300
Fax: (212) 839-5599
Email: wcurtin@sidley.com
msabino@sidley.com
About Conn's, Inc.
Conn's, Inc., is a retailer of home goods and furniture in The
Woodlands, Texas.
Conn's and its affiliates sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 24-33357) on
July 23, 2024. In its petition, Conn's reported $1 billion to $10
billion in both assets and liabilities.
Judge Jeffrey P. Norman oversees the cases.
The Debtors tapped Duston K. McFaul, Esq., at Sidley Austin, LLP as
legal counsel; Houlihan Lokey, Inc. as investment banker; and BRG
Capital Advisors, LLC as interim management services provider. Epiq
Corporate Restructuring, LLC, is the Debtors' notice and claims
agent.
CORREIA CONTRACTING: Case Summary & Six Unsecured Creditors
-----------------------------------------------------------
Debtor: Correia Contracting LLC
82 Seabiscuit Drive
Plymouth MA, 02360
Business Description: The Debtor is part of the residential
building construction industry.
Chapter 11 Petition Date: November 15, 2024
Court: United States Bankruptcy Court
District of Massachusetts
Case No.: 24-12299
Judge: Hon. Janet E Bostwick
Debtor's Counsel: David G. Baker, Esq.
DAVID G. BAKER LAW OFFICE
255 Massachusetts Avenue, Ste. 614
Boston, MA 02115
Tel: (617) 340-3680
E-mail: david@bostonbankruptcy.org
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Paul Correia as authorized
representative of the Debtor.
A copy of the Debtor's list of six unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/SNW46YA/Correia_Contracting_LLC__mabke-24-12299__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/SCPZY7Q/Correia_Contracting_LLC__mabke-24-12299__0001.0.pdf?mcid=tGE4TAMA
CORTEZ PIZZA: Case Summary & 11 Unsecured Creditors
---------------------------------------------------
Debtor: Cortez Pizza House LLC
d/b/a Marco's Pizza
1126 62nd Ave. N.
Saint Petersburg, FL 33702
Business Description: The Debtor owns and operates a pizza
restaurant.
Chapter 11 Petition Date: November 15, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-06750
Judge: Hon. Catherine Peek Mcewen
Debtor's Counsel: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: (813) 877-4669
Fax: (813) 877-5543
Email: All@tampaesq.com
Total Assets: $38,186
Total Liabilities: $4,306,266
The petition was signed by Terry Burkholder as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 11 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/4IXVVXQ/Cortez_Pizza_House_LLC__flmbke-24-06750__0001.0.pdf?mcid=tGE4TAMA
CPM HOLDINGS: Moody's Lowers CFR to B3, Outlook Stable
------------------------------------------------------
Moody's Ratings downgraded the ratings for CPM Holdings, Inc. (CPM)
including its Corporate Family Rating to B3 from B2, its
Probability of Default Rating to B3-PD from B2-PD and its senior
secured bank credit facility ratings to B3 from B2. The outlook is
stable.
The downgrade reflects challenging business conditions causing
lower demand that has led to lower bookings, backlog and revenue.
Revenue declined 10.9% for twelve months ended June 30, 2024. With
the decline in revenue, EBITDA margin has also declined and
adjusted debt-to-EBITDA increased to approximately 7.3x. Moody's
expect that CPM's adjusted debt-to-EBITDA will remain high for the
next 12-18 months and above prior year levels which was at 5.5x and
lower. Free cash flow-to-debt is expected to be in the low single
digits which would also be lower than CPM's prior demonstrated
performance which was closer to the low to mid-teens.
RATINGS RATIONALE
CPM's B3 CFR reflects the company's elevated adjusted
debt-to-EBITDA of approximately 7.3x, the inherent cyclicality of
its business and susceptibility to pullbacks in customer spending
during weak environments. The B3 CFR also reflects the risk
associated with its private equity ownership that exposes the
company to leveraging events such as debt-financed acquisitions and
shareholder dividends. The ratings are supported by the company's
good competitive standing, diverse end-markets and customer base
and sizable aftermarket presence.
The stable outlook reflects Moody's expectation that CPM will
maintain its competitive standing in process machinery technology
and services and begin to reduce its adjusted debt-to-EBITDA in the
next 12-18 months while maintaining adequate liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if CPM is able to improve liquidity,
grow earnings, sustain adjusted debt-to-EBITDA below 6.0x and
improve EBITA-to-interest expense towards 2.0x.
Ratings could be downgraded if there is any deterioration in
liquidity including breakeven or negative free cash flow. Ratings
could also be downgraded if CPM's operating performance falters or
if debt levels increase such that debt-to-EBITDA is sustained above
7.5x or EBITA-to-interest expense declines to or below 1.0x.
Headquartered in Blaine, Minnesota, CPM Holdings, Inc. provides
process machinery, technology and aftermarket products and services
to various end markets including oilseed, animal feed, breakfast
cereal and snack food, and biofuels. The company is owned by
American Securities LLC. CPM generated $694 million of revenue for
the twelve months ended June 30, 2024.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
DANT A. SANDRAS: Unsecureds' Recovery Lowered to 10% in Plan
------------------------------------------------------------
Dant A. Sandras, D.D.S., L.L.C., submitted an Amended Plan of
Reorganization for Small Business dated October 8, 2024.
The Debtor believes that its finances have stabilized over the last
couple of years, and it is poised to generate positive cash flow
once its debt service obligations are consolidated as part of a
Subchapter V Plan of Reorganization.
This Plan proposes to pay unsecured creditors $96,000 which exceeds
Debtor's projected disposable income, commencing after Allowed
Administrative Claims are paid in full, be paid over five years
from the Effective Date, which is equal to or greater than the
present value of the liquidation value.
The financial projections indicate that the Debtor, after payments
for expenditures necessary for the continuation, preservation and
operations, unclassified claims and secured claims, will have
projected disposable income for three years in the total amount of
$108,661 for the payment term as indicated in Section 1191(c)(2) in
the amounts indicated therein. The anticipated Effective Date is
January 1, 2025.
The Debtor shall provide the Subchapter V Trustee with semi-annual
reports of all distributions made pursuant to the Plan for the
preceding six months, which reports shall indicate the date,
amount, and payee for each distribution. The first report shall be
due on June 30, 2025. To the extent that the Subchapter V Trustee
incurs any fees and expenses post-confirmation for review of the
distribution reports, she shall file a Notice of Fees and Expenses
Incurred with 14-day notice to parties in interest. If there is no
objection, the Reorganized Debtor shall remit payment to the
Subchapter V Trustee. To the extent there is an objection, the
Debtor shall remit payment to the Subchapter V Trustee in whatever
amount is ultimately approved by the Bankruptcy Court.
The Plan proposes that the Debtor will pay holders of Allowed
Claims their Projected Disposable Income which includes sums from
future services.
Further, the Plan anticipates additional potential distributions to
holders of Allowed Claims from the collection, if any, of funds
from the Retained Causes of Action.
Class 2.1 consists of Allowed Secured Claims. On the Effective
Date, in full satisfaction, settlement, release, discharge of, and
in exchange for the Class 2.1 Allowed Secured Claim, each Class 2.1
Allowed Secured Claim shall be paid its Allowed Secured Claim in
twenty equal, consecutive (five years) quarterly installments, with
interest calculated at 9.5% per annum, with installments payable on
the first day of each calendar quarter ("New Loan Date"), with the
first payment due in the first month of the first calendar quarter
following the month in which the Effective Date occurs.
Class 2.1 Claims shall be entitled to a deficiency claim, which
shall be treated as a Class 2.2 General Unsecured Claim.
Notwithstanding any other provision of this Plan, U.S. Bank N.A.
(Proof of Claim No. 13) shall not be entitled to a Class 2 General
Unsecured Claim because the claim was not timely filed. Debtor may
prepay the Class 2.1 claim without penalty.
Class 2 consists of Allowed General Unsecured Claims. Sixteen
quarterly payments in the amount of $6,000 (total payments =
$96,000), to be shared Pro Rata by Allowed General Unsecured
Creditors, commencing at the end of the first full quarter that is
twelve full months following the Effective Date for a total of four
years of payments. Class 2 Allowed General Unsecured Claims shall
also receive their Pro Rata share of any net recovery from Reserved
Causes of Action.
The holders of Class 2 Allowed General Unsecured Claims are
Impaired, and thus, are entitled to vote to accept or reject the
Plan. Estimated distribution is 10% for Class 2.
The Debtor reserves the right to object to U.S. Bank N.A. Proof of
Claim No. 13 because, among other reasons, it was filed untimely,
after the Bar Date and after the filing of the original Plan.
Dr. Dant A. Sandras will continue to act as manager of the Debtor
after the Effective Date. His salary annual salary will be
$120,000.00 from Debtor, subject to an annual cost of living
increase of no more than 4% per year during the term of the Plan.
It is anticipated that the Debtor will fund its plan payments from
operations and from disposable income earned from its operations.
A full-text copy of the Amended Plan dated October 8, 2024 is
available at https://urlcurt.com/u?l=Gv8UUy from PacerMonitor.com
at no charge.
About Dant A. Sandras, D.D.S., L.L.C.
Dant A. Sandras, DDS, LLC is primarily engaged in the private or
group practice of general or specialized dentistry or dental
surgery.
Dant A. Sandras, D.D.S., L.L.C. filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La.
Case No. 24-11046) on June 4, 2024. The petition was signed by Dant
A. Sandras as president/owner. At the time of filing, the Debtor
estimated $588,287 in assets and $1,351,495 in liabilities.
Judge Meredith S. Grabil oversees the case.
Leo D. Congeni, Esq. at CONGENI LAW FIRM, LLC, is the Debtor's
counsel.
DELUXE CORP: S&P Alters Outlook to Positive, Affirms 'B-' ICR
-------------------------------------------------------------
S&P Global Ratings revised the outlook to positive from stable and
affirmed its 'B-' issuer-credit rating on U.S.-based payments and
data provider Deluxe Corp.
S&P also affirmed its 'CCC' issue-level rating on the company's
senior unsecured debt. The recovery rating is unchanged.
At the same time, S&P assigned a 'B' issue-level rating and '2'
recovery rating (70%-90%; rounded estimate: 80%) to the proposed
Senior Secured Notes due 2029.
The positive outlook reflects S&P's expectation that lower
restructuring costs and cost-savings initiatives could result in
improving credit metrics, including S&P Global Ratings-adjusted
leverage below 6x, over the next several quarters.
The positive outlook reflects Deluxe's stronger-than-expected
EBITDA margins and improving credit metrics. Deluxe's S&P Global
Ratings-adjusted debt to EBITDA decreased to around 6.2x for the
trailing 12 months ended Sept. 30, 2024, compared to 6.4x in the
prior-year period. The decrease in leverage largely stems from
lower restructuring costs, which declined to roughly $60 million
for the trailing 12 months ended Sept. 30, 2024, from $87 million
in the prior year period. It had further support from an increase
in cost savings related to its Project North Star (PNS)
initiatives, which more than offset low-single-digit percent
revenue declines.
S&P said, "Based on recent trends and Deluxe's revised guidance, we
updated our forecasts to reflect the likelihood that restructuring
costs will drop in 2025 as spending related to PNS tapers off. Our
base-case forecast assumes total restructuring expense of about $60
million in 2024 (down from our previous projection of $90 million),
declining to $25 million in 2025 and $15 million in 2026.
Additionally, we expect margins to benefit from an acceleration in
realized cost savings from PNS initiatives. Our base-case forecast
assumes total cost savings of around $50 million annually beginning
in 2025 from the various PNS workstreams (including workforce
reductions, site closures, procurement initiatives, technology and
process related improvements, etc.).
"Based on these updated assumptions, we now expect leverage to
improve to low-6x by year-end 2024, with continued deleveraging to
below 6x over the next couple of quarters.
"We expect revenue growth will remain muted in 2025, before
improving to 3%-5% in 2026." Deluxe's ongoing transformation to a
payments and data company--providing payment merchant services,
treasury management solutions, and data-driven solutions for
marketing business-to-business (B2B) and business-to-consumer (B2C)
enterprises--from a legacy check printing company contributed to
weak operating and financial results over the past several years,
with low-single-digit percent reported revenue decline and low S&P
Global Ratings adjusted EBITDA margins with a trough of 12% in
2023.
As a result, free operating cash flow (FOCF) declined while
leverage increased due to declining EBITDA. Specifically, ongoing
revenue declines in its legacy print business (around 3%-5%
annually), which accounts for more than 50% of total revenue and
EBITDA, combined with business divestitures and increased
investments to support future growth, offset growth in its payments
and data businesses.
S&P said, "We expect these headwinds will result in a revenue
decline of 3%-4% in 2024. However, we believe the company has good
prospects to return to positive revenue growth of around 1% in 2025
and 3%-5% in 2026, as growth in payments, B2B, and data revenue
offset 3%-5% revenue declines in its print business. We also expect
cost savings related to its PNS initiatives to increase, resulting
in EBITDA margin expanding to around 15% in 2025 and 2026.
"We view the proposed refinancing transaction as credit neutral.
The company intends to refinance its senior secured credit
facilities with a new $400 million revolving credit facility (due
2029), a $500 million term loan A (due 2029), and $400 million of
new senior secured notes (due 2029). Proceeds from the transaction
will refinance the existing term loan A ($791 million outstanding)
and the revolving credit facility ($223 million outstanding), as
well as pay related fees and expenses.
"We do not expect the financing to impact Deluxe's S&P Global
Ratings-adjusted leverage, which was 6.2x as of Sept. 30, 2024.
While the transaction extends the company's debt maturities, it
will also result in slightly higher cash interest expense in the
near-term on the revolving credit facility and term loan A.
However, we view the transaction as credit neutral, and we believe
the company has good prospects to reduce leverage to below 6x on a
sustained basis.
"The positive outlook reflects our expectation for lower
restructuring costs and cost-savings initiatives, which could
improve credit metrics over the next couple of quarters, including
S&P Global Ratings-adjusted leverage below 6x."
S&P could revise its outlook on Deluxe back to stable if leverage
increases above 6x on a sustained basis. This could occur if:
-- Subdued growth in the payments and data segments and sharp
revenue declines in the print businesses lead to sustained organic
revenue declines; or
-- The company incurs higher-than-expected restructuring costs and
fails to execute on cost-savings initiatives, leading to margin
compression and weaker FOCF generation.
S&P could raise its rating on Deluxe within the next 12 months if:
-- Debt to EBITDA declines and is sustained below 6x; or
-- EBITDA interest coverage improves and sustains above 2x; and
-- FOCF to debt improves to above 5% on a sustained basis.
DIAMOND G INSPECTION: Taps Vincent Slusher as Bankruptcy Counsel
----------------------------------------------------------------
Diamond G Inspection Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire Vincent Slusher to
handle its Chapter 11 case.
The firm will be paid at these rates:
Vincent Slusher $695 per hour
Associate Attorney $450 to $650 per hour
Paralegals $180 to $250 per hour
The firm received a retainer in the amount of $10,000.
Vincent Slusher will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Vincent Slusher, Esq., disclosed in a court filing that the firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached at:
Vincent Slusher, Esq.
3633 Asbury Street
Dallas, TX 75205
Tel: (214) 478-5926
About Diamond G Inspection Inc.
Diamond G Inspection Inc. was founded in 2010. The company's line
of business includes provide clinical laboratory testing services.
[BN]
Diamond G Inspection Inc. sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-90530) on
October 9, 2024. In the petition filed by Steve Steen, as
president, the Debtor reports estimated assets and liabilities
between $1 million and $10 million each.
Honorable Bankruptcy Judge Alfredo R. Perez handles the case.
The Debtor is represented by Vincent Slusher, Esq. at LAW OFFICE OF
VINCENT SLUSHER.
DIOCESE OF ROCKVILLE: Unsecureds to Get Share of GUC Distribution
-----------------------------------------------------------------
The Roman Catholic Diocese of Rockville Centre, New York and the
Additional Debtors submitted a Disclosure Statement for Plan of
Reorganization dated October 7, 2024.
The Diocese of Rockville Centre is the seat of the Roman Catholic
Church on Long Island. It was established by the Vatican in 1957
from territory that was formerly part of the Diocese of Brooklyn,
and it has been under the leadership of Bishop John O. Barres since
February 2017.
Parish revenue is generally generated through regular offertory
collections (includes Sundays, Holydays, Christmas, Easter &
flowers for holidays), auxiliary income (includes sacramental
offerings, candles, poor boxes, rents, donations & bequests),
diocesan collections, other fund-raising and parish programs, and
re-funds from the Catholic Ministry Appeal if the particular Parish
exceeded its goal amount for the years appeal. Certain parishes may
also have income from investments or leased-real property.
The Plan, among other things, resolves, addresses and discharges
all claims against the Debtor and all Abuse Claims against the
Additional Debtors. These Abuse Claims will be channeled to the
Trust established on the Effective Date under the Plan. Pursuant to
the Plan, the sole recourse for holders of such Abuse Claims,
whenever asserted, lies against the Trust, subject to a limited
exception. The Plan provides that the Trust will be established
with a minimum cash contribution of $179.8 million on the Effective
Date, augmented by an additional $23 million potentially payable on
or within weeks of the Effective Date. Over the following four
years, there are additional cash contributions to the Trust
aggregating $35 million. It is anticipated that over $320 million
will be contributed to the Trust.
The Plan also builds upon a settlement with the Settling Insurers
namely Ecclesia, LMI, Evanston, Lexington, and the Allianz
Insurers, providing for the sale and buy back of certain of their
insurance policies, including policies covering the time period
from 1976-1986, which is the period in which many Abuse Claims
allegedly occurred. The purchase price, in aggregate, is $85.525
million in cash. In exchange, pursuant to the Bankruptcy Court
order approving the settlement and sale, the Settling Insurers will
receive various injunction protections against Abuse Claims.
Under the Plan, the insurance rights of the Debtor and the
Additional Debtors, notably, the right to payment of the purchase
price, will be transferred to the Trust. The Plan seeks a
channeling injunction and other protections from the Trust that
reinforce making the Trust the sole source of payment for Abuse
Claims and otherwise serve to protect the Debtor, the Additional
Debtors, and the Settling Insurers from Abuse Claims.
The Plan addresses, resolves and discharges all Abuse Claims
accruing before 2017 against Holy Trinity High School and St. John
the Baptist High School (such schools were then part of the Diocese
the "Diocesan High Schools"), whenever asserted, and all Abuse
Claims against parish schools (which are part of the parishes),
accruing before the Additional Debtors' petition date, whenever
asserted. The Plan further provides for the release of all asserted
Abuse Claims against the Department of Education and the regional
schools in the Diocese as permitted by applicable law for debtors
releasing derivative claims.
Except to the extent that a holder of an Allowed General Unsecured
Claim against the Debtor agrees to less favorable treatment of such
Claim, in exchange for full and final satisfaction, settlement,
release, and discharge of, and in exchange for, each Allowed
General Unsecured Claim, each holder thereof shall, subject to the
holder's ability to elect Convenience Claim treatment on account of
the Allowed General Unsecured Claim, receive the lesser of (I) such
holder's Pro Rata share of the GUC Plan Distribution (which is $2
million, less Convenience Claims), and (II) payment in full of the
Allowed General Unsecured Claim.
Except to the extent that a holder of an Abuse Claim (other than a
Post-Confirmation Claim against an Additional Debtor) agrees to
less favorable treatment of such Abuse Claim, in exchange for full
and final satisfaction, settlement, release, and discharge of, and
in exchange for, each Abuse Claim, each holder thereof shall
receive such distributions as and to the extent provided in the
Trust Documents. Under no circumstance shall the Abuse Claim
Revivewer's review affect the rights of a Non-Settling Insurer.
The Trust shall be established on the Effective Date. The Trust
shall be administered and implemented by the Trustee as provided in
the Trust Documents and Plan. Specifically, the Trust shall,
without limitation: (1) assume liability for all Channeled Claims
in accordance with the terms of the Plan; (2) assume and pay the
Trust Assumed Administrative Expenses; (3) pay the Trust Expenses;
(4) hold and administer the Trust Assets when they are contributed
pursuant to the Trust Asset Payment Schedule; (5) enforce the
The Plan contemplates Trust Assets of $234.8 million from the
Debtor and Additional Debtors, exclusive of certain insurance
assets. The Plan will not become effective unless, among other
things, certain funding is available on the Effective Date and the
Trust is established and funded. The Trust Assets are:
* $176.8 million, which includes, without limitation, the
Ecclesia Contribution, the DOE Contribution, the CemCo Effective
Date Cash Contribution, the proceeds of the Exit Facility, and the
proceeds of the CemCo Loan;
* subject to the terms and conditions of Article V.V of the
Plan, the Charities Contribution ($7 million);
* the Seminary Contribution ($16 million);
* the CemCo Deferred Cash Contribution ($10 million); and
* subject to Article V.W of the Plan, the Additional Debtors
Deferred Contribution ($25 million).
The Plan also contemplates exit financing to fund, in part, the
contributions made to the Trust on the Effective Date.
A full-text copy of the Disclosure Statement dated October 7, 2024
is available at https://urlcurt.com/u?l=5dfVTO from Epiq Corporate
Restructuring, LLC, claims agent.
Counsel for the Debtor:
Corinne Ball, Esq.
Todd Geremia, Esq.
Benjamin Rosenblum, Esq.
Andrew Butler, Esq.
JONES DAY
250 Vesey Street
New York, NY 10281-1047
Tel: (212) 326-3939
Fax: (212) 755-7306
E-mail: cball@jonesday.com
brosenblum@jonesday.com
tgeremia@jonesday.com
abutler@jonesday.com
About The Roman Catholic Diocese
of Rockville Centre, New York
The Roman Catholic Diocese of Rockville Centre, New York, is the
seat of the Roman Catholic Church on Long Island. The Diocese has
been under the leadership of Bishop John O. Barres since February
2017. The State of New York established the Diocese as a religious
corporation in 1958. The Diocese is one of eight Catholic dioceses
in New York, including the Archdiocese of New York. The Diocese's
total Catholic population is approximately 1.4 million, roughly
half of Long Island's total population of 3.0 million. The Diocese
is the eighth largest diocese in the United States when measured by
the number of baptized Catholics.
To deal with sexual abuse claims, the Roman Catholic Diocese of
Rockville Centre, New York, filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 20-12345) on Sept. 30, 2020, listing as much as
$500 million in both assets and liabilities. Judge Martin Glenn
oversees the case.
The Diocese tapped Jones Day as legal counsel, Alvarez & Marsal
North America, LLC, as restructuring advisor, and Sitrick and
Company, Inc., as communications consultant. Epiq Corporate
Restructuring, LLC is the claims agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the Diocese's Chapter 11 case. The committee
tapped Pachulski Stang Ziehl & Jones, LLP and Ruskin Moscou
Faltischek, PC as its bankruptcy counsel and special real estate
counsel, respectively.
Robert E. Gerber, the legal representative for future claimants of
the Diocese, is represented by the law firm of Joseph Hage
Aaronson, LLC.
DOTDASH MEREDITH: S&P Rates New $1.18BB Sr. Secured Term Loan 'B+'
------------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '3'
recovery rating to Dotdash Meredith Inc.'s proposed $1.18 billion
senior secured term loan B. The '3' recovery rating indicates its
expectation for meaningful (50%-70%; rounded estimate: 60%)
recovery for lenders in the event of a payment default. At the same
time, S&P placed the rating on CreditWatch with positive
implications. Dotdash is issuing the new term loan in conjunction
with a $30 million paydown to reprice its $1.2 billion senior
secured loan to SOFR +350-375 from SOFR +400. It is also the
company's intent to remove the 10/15/25 credit spread adjustment
(CSA) on its existing term loan.
S&P said, "Our 'B+' issuer-credit rating remains on CreditWatch
with positive implications reflecting that Dotdash's parent IAC
Inc.'s potential spin off of Angi would likely result in a higher
rating for IAC, which would remove the current ratings cap on
Dotdash and loosen the threshold for an upgrade to 5x from 4x
currently. We forecast Dotdash will end 2024 with leverage of about
4.5x and it will continue to reduce leverage to about 4x in 2025."
ISSUE RATINGS - RECOVERY ANALYSIS
Key analytical factors
-- Dotdash's capital structure includes a $150 million senior
secured revolving credit facility due in 2026 (not rated), a $298
million (outstanding) senior secured term loan A due 2026 (not
rated), and the proposed $1.18 billion senior secured term loan B
due 2028.
-- Substantially all of Dotdash's current and future direct and
indirect domestic subsidiaries guarantee the debt. The debt is
secured by a material pledge of substantially all assets and stock
of the borrower and guarantors.
-- IAC Inc. does not guarantee Dotdash's debt.
Simulated default assumptions
-- S&P's simulated default scenario contemplates a default
occurring in 2028 because of a combination of key client losses,
pricing pressure due to increased competition, and significant
declines in web traffic to Dotdash's top websites.
-- Other default assumptions include an 85% draw on the revolving
credit facility, the spread on the revolving credit facility rises
to 5% as the company obtains covenant amendments, and all debt
includes six months of prepetition interest.
-- S&P values Dotdash on a going-concern basis using a 6x multiple
of its projected emergence EBITDA, which is in line with that of
most other digital marketing companies it rates.
Simplified waterfall
-- EBITDA at emergence: $171 million
-- EBITDA multiple: 6x
-- Gross enterprise value: $1 billion
-- Net enterprise value (after 5% administrative costs): $972
million
-- Value available for first-lien debt claims: $972 million
-- Estimated senior secured debt claims: $1.5 billion
--Recovery expectations: 50%-70%; rounded estimate: 60%
DRT @ BURKY'S: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: DRT @ Burky's LLC
d/b/a Marco's Pizza
735 Shamrock Blvd.
Venice, FL 34293
Business Description: The Debtor owns and operates a pizza
restaurant.
Chapter 11 Petition Date: November 15, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-06742
Judge: Hon. Catherine Peek Mcewen
Debtor's Counsel: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: (813) 877-4669
Fax: (813) 877-5543
Email: All@tampaesq.com
Total Assets: $32,350
Total Liabilities: $4,011,151
The petition was signed by Terry Burkholder as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 10 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/SNG45UQ/DRT__Burkys_LLC__flmbke-24-06742__0001.0.pdf?mcid=tGE4TAMA
ECHOSTAR CORP: Moody's Appends 'LD' Designation to ‘Caa2-PD’ PDR
--------------------------------------------------------------------
Moody's Ratings appended a limited default (LD) designation to
EchoStar Corporation's (EchoStar) probability of default rating,
revising it to Caa2-PD/LD from Caa2-PD. This follows EchoStar's
exchanges of convertible debt at the company's wholly-owned
subsidiary, DISH Network Corporation (DISH), under a transaction
support agreement (TSA) with its lenders. The company's other
ratings, including its Caa2 corporate family rating, negative
outlook and existing ratings at EchoStar's subsidiaries, including
DISH, Dish DBS Corporation (DBS, a wholly-owned subsidiary of DISH)
and Hughes Satellite Systems Corporation (Hughes), are unchanged.
Moody's view this debt exchange under the TSA as a distressed
exchange, which is a form of default under Moody's criteria. The
"/LD" designation appended to the PDR will be removed in
approximately three business days.
On November 7, EchoStar completed a debt exchange with holders of
convertible notes at DISH to exchange existing DISH convertible
debt maturing in 2025 and 2026 into a combination of new EchoStar
senior secured spectrum-backed straight notes and senior secured
spectrum-backed convertible notes maturing in 2030. Moody's view
this as a distressed exchange because the transaction was
undertaken as a means of default avoidance under which note holders
received less than the original par value of their existing notes.
The terms under the TSA also relied upon a separate commitment by
those same DISH debt holders to be the primary investors providing
$5.2 billion of new capital to EchoStar through the purchase of
EchoStar senior secured spectrum-backed straight notes maturing in
2029. A separate EchoStar PIPE transaction raised an additional
$400 million of equity capital. Moody's view these capital raises
as credit positive.
Headquartered in Englewood, Colorado, EchoStar Corporation is a
provider of technology, networking services and television
entertainment and connectivity. The company offers consumer,
enterprise and government solutions through its various
subsidiaries, including Hughes Satellite Systems Corporation, DISH
Network Corporation and DISH DBS Corporation.
ELENAROSE CAPITAL: Gets Interim OK to Use Cash Collateral
---------------------------------------------------------
ElenaRose Capital, LLC and its affiliates received interim approval
from the U.S. Bankruptcy Court for the Southern District of Indiana
to use the cash collateral of their secured creditors.
The companies can use the cash collateral for operating expenses in
accordance with a court-approved budget until the earlier of the
final hearing date or the closing of the sale of their assets.
As protection, KTB Equity, Inc. and Peapack Capital Corp. will be
granted replacement liens and superpriority administrative expense
claims. In addition, KTB and Peapack will receive payment of
$10,701 and $150,000, respectively, starting Nov. 11.
The final hearing is scheduled for Nov. 25 at 10:30 a.m.
About ElenaRose Capital
ElenaRose Capital, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-70665) on Sept.
8, 2023, with up to $50,000 in assets and up to $10 million. Louis
Capolino, president and manager, signed the petition.
Judge Andrea K. McCord oversees the case.
Weston E. Overturf, Esq., at Kroger, Gardis & Regas, LLP, is the
Debtor's legal counsel.
EMRLD BORROWER: Moody's Cuts CFR & Senior Secured Term Loans to B2
------------------------------------------------------------------
Moody's Ratings downgraded EMRLD Borrower LP's (dba "Copeland")
ratings including its corporate family rating and probability of
default rating to B2 and B2-PD from B1 and B1-PD, respectively.
Moody's also downgraded the company's existing senior secured term
loans and notes ratings by one notch to B2 from B1. In addition,
Moody's assigned a B2 rating to the company's proposed $675 million
senior secured term loan B. The ratings outlook is stable.
Net proceeds from the new term loan B are expected to be used to
fund a dividend to the company's shareholders. The company is owned
by private equity funds managed by Blackstone.
The new senior secured term loan B will be pari passu with all the
other senior secured debt. The term loans and notes represent the
preponderance of debt in the company's capital structure, and hence
are rated at the same level as the CFR.
The ratings downgrade is based on the increase in financial
leverage as a result of the proposed debt-funded dividend that will
reverse the company's deleveraging trajectory. Pro forma for the
transaction, debt/EBITDA is expected to remain above 6.0x through
the end of 2025. Moody's had previously expected that the company
would de-lever to around 5.5x by the aforementioned time frame.
Moreover, in Moody's view, corporate governance considerations were
a driver in Moody's downgrade. The transaction indicates a more
aggressive financial policy with the distribution occurring while
the company's financial leverage remains high and top line growth
is slower than expected due to residential HVAC end market softness
and macroeconomic headwinds in Europe.
RATINGS RATIONALE
Copeland's B2 CFR primarily reflects the company's high financial
leverage with debt/EBITDA remaining above 6.0x through 2025.
However, Moody's expect modest deleveraging to occur as a result of
EBITDA growth and modest debt repayment. These factors should
result in financial leverage improving to the low 6.0x range over
the next twelve to eighteen months. Moody's also anticipate
aggressive financial policies that reflect the aforementioned high
financial leverage, dividend distribution and private equity
ownership.
At the same time, the company's ratings are supported by Copeland's
strong market position in the global heating, ventilation, air
conditioning and refrigeration ("HVACR") compressor market. It also
reflects the company's solid business profile, and a very high
percentage of stable recurring revenue and earnings. Copeland
benefits from a sizable revenue base, strong brand recognition in
the compressor end market, a high EBITDA margin in the mid-20%
level, geographic diversity and healthy cash generation.
The stable outlook is based on Moody's expectation that Copeland
will grow top line revenue next year as headwinds in the global
residential HVAC sector abate while maintaining healthy cash
generation.
Copeland's very good liquidity is characterized by healthy cash
balance and cash generation and the company's anticipated ability
to comfortably cover required amortization payments and capital
expenditures. In addition, the company maintains an undrawn ABL
revolving credit facility. Moody's expect that the company will
remain well within compliance of covenants.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could cause upward ratings pressure include a
continued successful transition to a stand-alone entity without
business disruption while maintaining strong operating performance.
Meaningful deleveraging, with sustained debt/EBITDA below 5.5x
could also cause upwards ratings pressure. Sustained top line
growth and the realization of cost saving initiatives that
translate to higher prospective profit margins would also be
considered. Deleveraging following an IPO would also support an
upgrade.
Conversely, factors that could result in a downgrade include if the
company experiences challenges as it continues to undergo
separation activities from Emerson, or if operating performance or
cash generation weakens. Ratings could also be downgraded if
debt/EBITDA is maintained well above 6.5x.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
Headquartered in St. Louis, Missouri, Copeland is an entity under
EMRLD Borrower LP, owned by private equity funds managed by
Blackstone. Copeland is the former Climate Technologies business of
Emerson Electric Co. and a manufacturer of heating, ventilation,
air conditioning, and refrigeration ("HVACR") components globally.
Products include compressors, comfort control and cold chain
related products. Revenue for the twelve months ended June 30, 2024
approximated $4.7 billion.
ENVIVA INC: Seeks to Hire Deloitte Financial as Financial Advisory
------------------------------------------------------------------
Enviva Inc. seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Virginia to hire Deloitte Financial Advisory
Services LLP to provide valuation services.
Deloitte FAS has agreed to provide certain valuation advice and
recommendations to assist the Debtors with their identification and
valuation of identifiable assets, liabilities, and any
noncontrolling interest as of the date of emergence from bankruptcy
for financial reporting purposes, and the Debtors' allocation of
assets and liabilities at the date of emergence for federal tax
planning and compliance purposes.
The firm will be paid at these hourly rates:
Partner/Principal/Managing Director $800 to $900
Senior Manager $625 to $725
Manager $580 to $685
Senior Consultant $510 to $580
Consultant $400 to $480
Analyst $370 to $450
Keith Adams, partner at Deloitte FAS, 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:
Keith Adams, CFA
Deloitte Financial Advisory Services LLP
1230 Peachtree Street NE
Atlanta, GA 30309
Phone: (404) 631-3455
Email: keadams@deloitte.com
About Enviva Inc.
Headquartered in Bethesda, Md., Enviva Inc. --
https://www.envivabiomass.com/ -- is a producer of industrial wood
pellets, a renewable and sustainable energy source produced by
aggregating a natural resource, wood fiber, and processing it into
a transportable form, wood pellets. Enviva exports its wood pellets
to global markets through its deep-water marine terminals at the
Port of Chesapeake, Virginia, the Port of Wilmington, North
Carolina, and the Port of Pascagoula, Mississippi, and from
third-party deep-water marine terminals in Savannah, Georgia,
Mobile, Alabama, and Panama City, Florida.
Enviva Inc. and certain affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Lead Case No.
24-10453) on March 13, 2024. In the petition signed by Glenn T.
Nunziata, interim chief executive officer and chief financial
officer, Enviva Inc. disclosed $2,893,581,000 in assets and
$2,631,263,000 in liabilities.
Judge Brian F. Kenney oversees the cases.
The Debtors tapped Vinson & Elkins, LLP as general bankruptcy
counsel; Kutak Rock, LLP as local counsel; Lazard Freres & Co., LLC
as investment banker; Alvarez & Marsal Holdings, LLC as financial
advisor; and Kurtzman Carson Consultants, LLC as notice and claims
agent.
The U.S. Trustee for Region 4 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
EPIC! CREATIONS: Trustee Taps Panag & Babu as Indian Local Counsel
------------------------------------------------------------------
Claudia Z. Springer, Esq., the Trustee for Epic! Creations, Inc.
and its affiliates, seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to employ Law Offices of Panag & Babu
as Indian local counsel.
The firm will render these services:
a. perform all necessary services as the Trustee's local
counsel in India, including, without limitation, providing the
Trustee with advice, representing the Trustee, and preparing
necessary documents on behalf of the Trustee;
b. prepare or coordinate preparation on behalf of the
Trustee, any necessary motions, applications, answers, orders,
reports, and papers in connection with the administration of these
Chapter 11 Cases;
c. coordinate with the Trustee's other professionals in
representing the Trustee in connection with these cases;
d. litigate matters in the courts in India involving Indian
entities that the Trustee believes are impacting the Debtors; and
e. perform all other necessary or requested legal services.
The firm's current hourly rates are:
Senior Partners $525
Partners $475
Principal Associates $375
Senior Associates $250
Associates $175
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Panag & Babu provides the following statements in response to the
request for additional information set forth in Part D.1. of the
Appendix B Guidelines:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months
prepetition. If your billing rates and material financial terms
have changed postpetition, explain the difference and the reasons
for the difference.
Response: Panag & Babu did not represent the client in the 12
months prepetition.
Question: Has your client approved your prospective budget and
staffing plan, and, if so, for what budget period?
Response: Panag & Babu understands that the Trustee is
negotiating a budget with GLAS, on behalf of the Lenders, in
connection with the consensual use of the Debtors' cash collateral
by the Trustee. Panag & Babu's fees shall be included in such
budget.
Samudra Sarangi, senior partner at Panag & Babu, assured the court
that the firm is a "disinterested person," as defined in section
101(14) of the Bankruptcy Code, to the extent required by section
327(e) of the Bankruptcy Code.
The firm can be reached through:
Samudra Sarangi, Esq.
Law Offices of Panag & Babu
82, Okhla Industrial Estate - III
New Delhi 110020 India
Tel: +91 11 4999 6800
About Epic! Creations Inc.
Epic! Creations Inc. -- https://www.getepic.com/ -- doing business
as Byju's, retails books online. The Company offers digital library
which includes kids books, ebooks, and videos. Epic! Creations
serves customers in the State of California.
Alleged creditors of Epic! Creations sought involuntary petition
under Chapter 11 of the the U.S. Bankruptcy Code against Epic!
Creations (Bankr. D. Del. Case No. 24-11161) on June 5, 2024.
The creditors who signed the petition are:
* HPS Investment Partners, LLC,
* TBK Bank, SSB
* Redwood Capital Management, LLC,
* Veritas Capital Credit Opportunities Fund SPV, L.L.C. and
Veritas Capital Credit Opportunities Fund II SPV, L.L.C.
* HGV BL SPV, LLC,
* Midtown Acquisitions GP LLC,
* Silver Point Capital, L.P.,
* Shawnee 2022-1 LLC,
* Sentinel Dome Partners, LLC,
* Stonehill Capital Management LLC,
* Diameter Capital Partners LP,
* Ellington CLO III, Ltd. and Ellington Special Relative Value
Fund L.L.C.
* GLAS Trust Company LLC, in its capacity as administrative
agent and collateral agent,
* Continental Casualty Company, and
* India Credit Solutions, L.P.
Glas Trust Company is represented by:
Laura Davis Jones
Pachulski, Stang, Ziehl & Jones LLP
Telephone: (302) 778-6401
E-mail: ljones@pszjlaw.com
TBK Bank, et al., are represented by:
G. David Dean
Cole Schotz P.C.
Telephone: (302) 652-3131
E-mail: ddean@coleschotz.com
EXPEDITOR SYSTEMS: Hires Gensburg Calandriello & Kanter as Counsel
------------------------------------------------------------------
Expeditor Systems, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Illinois to employ Gensburg
Calandriello & Kanter, P.C. as substitute counsel.
The firm's services include:
a. providing legal advice with respect to the Debtor's powers
and duties as debtor-in-possession in the continued operation of
its business and management of its property;
b. negotiating, drafting, and pursuing all documentation
necessary in these cases;
c. preparing, on behalf of the Debtor, all applications,
motions, answers, orders, reports, and other legal papers necessary
to the administration of the Debtor's estates;
d. appearing in court and protecting the interests of the
Debtor before the Court;
e. assisting with the Debtor's reorganization, including
drafting and negotiating any plan of reorganization or any
disposition of the Debtor's assets, by sale or otherwise;
f. attending all meetings and negotiating with representatives
of creditors, the United States Trustee, and other
parties-in-interest;
g. providing legal advice regarding bankruptcy law, corporate
law, corporate governance, transactional, tax, labor, litigation,
and other issues to the Debtor in connection with the Debtor's
ongoing business operations; and
h. performing all other legal services for, and providing all
other necessary legal advice to, the Debtor which may be necessary
and proper in these cases.
The firm's hourly rates are:
Shareholder $275 to $500
Senior Counsel $460
Partner / Associate $260 to $380
Legal Assistant / Paralegal $125
The firm shall receive a retainer in the amount of $15,000.
E. Philip Groben , Esq., a partner at Gensburg Calandriello &
Kanter, 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:
E. Philip Groben, Esq.
GENSBURG CALANDRIELLO & KANTER, P.C.
200 West Adams St., Ste. 2425
Chicago, IL 60606
Telephone: (312) 263-2200
Facsimile: (312) 263-2242
Email: pgroben@gcklegal.com
About Expeditor Systems
Expeditor Systems, Inc. is a company in Carol Stream, Ill., engaged
in electrical equipment, appliance, and component manufacturing.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-07413) on May 17,
2024, with $1 million to $10 million in both assets and
liabilities. Igor Terletsky, president, signed the petition.
Judge Donald R. Cassling presides over the case.
John F. Hiltz, Esq., at Leibowitz, Hiltz & Zanzig, LLC represents
the Debtor as counsel.
EXTENDEDFIELDFORCE LLC: Gets Interim OK to Use Cash Collateral
--------------------------------------------------------------
ExtendedFieldForce, LLC received interim approval from the U.S.
Bankruptcy Court for the Western District of Kentucky, Louisville
Division to use its secured creditors cash collateral.
The court approved the use of cash collateral to pay the company's
expenses, noting that it is essential to maintain the company's
business operations.
FundThrough USA, Inc. and CT Corporation System are listed as
secured creditors with interests in the cash collateral. The
validity of these claims, however, is yet to be determined.
As protection, FundThrough and CT will be granted replacement liens
on ExtendedFieldForce's post-petition property. Additionally, the
order required ExtendedFieldForce to maintain adequate insurance on
its assets.
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.
FLYING GROUPER: Case Summary & Eight Unsecured Creditors
--------------------------------------------------------
Debtor: Flying Grouper Pizza LLC
d/b/a Marco's Pizza
14830 Tamiami Trl.
North Port, FL 34287
Business Description: The Debtor owns and operates a pizza
restaurant.
Chapter 11 Petition Date: November 15, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-06767
Judge: Hon. Catherine Peek Mcewen
Debtor's Counsel: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: (813) 877-4669
Fax: (813) 877-5543
E-mail: All@tampaesq.com
Total Assets: $35,808
Total Liabilities: $3,977,792
The petition was signed by Terry Burkholder as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's eight unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/KTPNJLA/Flying_Grouper_Pizza_LLC__flmbke-24-06767__0001.0.pdf?mcid=tGE4TAMA
FTAI AVIATION: Moody's Alters Outlook on 'Ba2' CFR to Stable
------------------------------------------------------------
Moody's Ratings has affirmed the Ba2 corporate family rating (of
FTAI Aviation Ltd. (FTAI Aviation). Moody's have also affirmed the
Ba2 ratings on the existing senior unsecured notes and the B1 (hyb)
preferred stock rating of FTAI Aviation's subsidiary, Fortress
Transportation and Infrastructure Investors LLC. Moody's have
revised the outlook on both entities to stable from negative.
RATINGS RATIONALE
Moody's changed FTAI Aviation's outlook to stable to reflect the
improvement in the company's earnings, which are benefiting from
the positive operating environment, in which the new aircraft
supply shortage is driving consistent demand for CFM56 aircraft
engines and refurbishment of related parts, as well as the
company's expanded product offerings (V2500 engines). The improved
performance has resulted in better debt-to-EBITDA leverage,
although equity capital remains low. Moody's expect, however, that
given FTAI Aviation's strong stock performance and better prospects
for sustained profitability, the company will improve its equity
capital position over time. The outlook change also reflects FTAI
Aviation's improved liquidity position, supported primarily by
availability on its amended $400 million revolving credit facility
expiring in May 2027 and $111.9 million of cash holdings as of
September 30, 2024.
FTAI Aviation's improved financial policy, a component of financial
strategy and risk management in Moody's assessment of governance
under Moody's General Principles for Assessing Environmental,
Social and Governance Risks methodology, was a key driver of the
action. Moody's have changed the governance issuer profile score
(IPS) to G-3 from G-4, and the credit impact score (CIS) to CIS-3
from CIS-4, as a result of better liquidity management, including
the timely renewal of the revolving credit facility, and a dividend
policy that is now more in line with its profitable franchise.
FTAI Aviation's Ba2 CFR reflects the company's highly profitable
aircraft leasing and aerospace products businesses. The company's
aerospace products business is expanding and has generated
approximately $263 million in YTD ended September 30, 2024 EBITDA
(as compared to $105 million for the same period last year),
representing 43% of consolidated EBITDA. FTAI Aviation's engine
lease earnings have also improved, partially attributable to the
sale of engines. The company continues to invest in popular CFM56
aircraft engines that power widely used Airbus and Boeing
narrow-body aircraft globally and now has approximately 145 V2500
engines. As a result, debt-to-EBITDA leverage as of September 30,
2024 has improved to 3.7x compared to 4.3x for the same period last
year. The company's liquidity, however, tends to fluctuate
substantially as FTAI Aviation opportunistically trades assets.
Additionally, Moody's expect that the company will manage its cash
availability more conservatively in light of a higher reliance on
inventory management in its aftermarket segment.
The Ba2 senior unsecured rating at Fortress Transportation and
Infrastructure Investors LLC is consistent with FTAI Aviation's Ba2
CFR, reflecting the fully unsecured capital structure and Moody's
expectation that, were FTAI Aviation to issue senior unsecured
debt, the debt would be backed by subsidiary guarantees that
effectively eliminate FTAI Aviation's structural subordination to
its rated subsidiary. The B1 (hyb) preferred stock rating reflects
Moody's expectation that the loss given default of preferred shares
would be higher compared to the company's senior unsecured notes.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
FTAI Aviation's ratings could be upgraded if the company 1)
achieves and maintains profitability, measured by the ratio of net
income to average assets, above 1%; 2) significantly strengthens
its capitalization, reducing debt-to-EBITDA leverage to less than
4.5x; and 3) demonstrates effective balancing of shareholder and
debt holder interests in its financial policy decisions.
The ratings could be downgraded if FTAI Aviation's operating
results deteriorate, its capital position fails to improve, its
liquidity profile weakens, or if the company loses a material
customer or suffers a business disruption that weakens its
financial prospects.
FTAI Aviation Ltd. is primarily an aviation leasing and aerospace
products company with total assets of $3.7 billion as of September
30, 2024. FTAI Aviation is internally managed effective May 28,
2024; they were previously externally managed by Fortress
Investment Group LLC.
The principal methodology used in these ratings was Finance
Companies published in July 2024.
GATEWAY AT WYNWOOD: Seeks to Extend Plan Exclusivity to Dec. 27
---------------------------------------------------------------
The Gateway at Wynwood LLC and 2830 Wynwood Properties LLC asked
the U.S. Bankruptcy Court for the Eastern District of New York to
extend their exclusivity periods to file a plan of reorganization
to December 27, 2024, and extension to solicit acceptances for 60
days thereafter.
The Debtors filed separate voluntary Chapter 11 petitions on July
1, 2024 to stay a scheduled foreclosure sale of both properties
commenced by A10 Capital LLC as servicer and special servicer (the
"Lender").
Since the Chapter 11 filings, the Debtors have worked
constructively with the Lender, ultimately resolving a motion filed
by the Lender to dismiss the Chapter 11 case on corporate authority
grounds. After the Debtors obtained retroactive Independent Manager
and 100% member approval, the Lender withdraw its motion.
At this point, the Debtors and the Lender are negotiating various
benchmarks for the filing of a plan of reorganization and
disclosure statement. The anticipated plan will have toggle
features with a period of time for the Debtors to obtain new
investors, failing which the Property will then be offered for sale
under a comprehensive bankruptcy process.
The Debtors claim that they expect to obtain final agreement with
the Lender on a mutually acceptable set of benchmarks in the near
term. Thus, the Debtors are hereby seeking an extension of
exclusivity to preserve the status quo while the plan process
unfolds.
The Debtors submit that the relevant Adelphia factors militate in
favor of the requested extension of the exclusive periods. The
Chapter 11 cases are relatively large and involve a number of
complexities, both in terms of the amount of debt and the
challenges presented in procuring new investors in today's market.
The Debtors have worked positively with the Lender to date, and are
in compliance with existing cash collateral arrangements, having
made various interim payments based upon excess cash flow after
budgeted expenses.
Attorneys for the Debtors:
Goldberg Weprin Finkel Goldstein LLP
Kevin J. Nash, Esq.
125 Park Avenue, 12th Floor
New York, NY 10017
(212) 221-5700
About The Gateway at Wynwood
Gateway at Wynwood LLC owns a mixed-use office development project
in Miami, FL known as the Gateway at Wynwood located at 2916 North
Miami Avenue, Florida. The Project is fully built and completed
with a certificate of occupancy in place and consists of
approximately 450,000 total square feet, including 195,000 square
feet of Class A commercial office space, plus associated retail
space and multiple floors of covered parking.
Gateway at Wynwood LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Lead Case No. 24-72586) on July 1,
2024. In the petition signed by David Goldwasser, as chief
restructuring officer, the Debtor estimated assets and liabilities
between $100 million and $500 million. The Honorable Bankruptcy
Judge Louis A. Scarcella oversees the case.
GP INC: Seeks to Hire Sanborn and Company as Business Broker
------------------------------------------------------------
GP, Inc. seeks approval from the U.S. Bankruptcy Court for the
District of Colorado to employ Sanborn and Company, Inc. as
broker.
The broker will assist the Debtor in selling the business.
Mark Valente, a broker at Sanborn and Company, will be in charge of
the Debtor's account. Mr. Valente will be compensated with a sales
commission of 10 percent of the gross sales price in U.S. dollars,
but not less than $15,000.
Mr. Valente assured the court that he does not hold or represent
any interest adverse to the Debtor or the Debtor's estate and is a
"disinterested person" as that term is defined in 11 U.S.C. Sec.
101(14).
The broker can be reached through:
Mark Valente
Sanborn and Company, Inc.
2191 S Platte River Dr
Denver, CO 80223
Phone: (303) 220-7919
About GP, Inc.
GP, Inc. sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 23-15319) on November 16,
2023, listing up to $50,000 in assets and $500,001 to $1 million in
liabilities.
Jeffrey Weinman, Esq. at Allen Vellone Wolf Helfrich & Factor P.C.
represents the Debtor as counsel.
GRAND CANYON UNIVERSITY: Moody's Rates 2024 Education Bonds 'Ba1'
-----------------------------------------------------------------
Moody's Ratings has assigned a Ba1 rating to the Grand Canyon
University, AZ's proposed $520 million Education Revenue Bonds
(Grand Canyon University Project), Taxable Series 2024. The
proposed bonds will be issued through the Maricopa County
Industrial Development Authority, AZ. Moody's have affirmed the Ba1
issuer rating and revenue bond rating of Grand Canyon University.
The outlook remains negative. The university had $1.25 billion of
total debt at June 30, 2024.
RATINGS RATIONALE
Affirmation of Grand Canyon University's Ba1 issuer rating
acknowledges its substantial and broad academic program diversity.
Effective enrollment management in online and on campus segments
will provide the university with the ability to invest in new
programs and facilities while generating adequate debt service
coverage. Regulatory risk weighs on credit quality, including
active litigation with the US Department of Education and other
agencies. Moody's will continue to monitor developments in the
regulatory relationships. Those developments include the favorable
decision of the United States Court of Appeals for the Ninth
Circuit on November 8, 2024 that remanded the case back the
Department of Education and found that the department had been
incorrect in its application of legal standards. High financial
leverage also weighs on credit quality, with total cash and
investments to debt well below sector medians.
While the relationship between GCU and Grand Canyon Education
(GCE), including elements codified in the Master Services Agreement
(MSA), has demonstrated itself as high functioning and supportive
of revenue growth, the longer term nature of the MSA and various
exit payment provisions constrains the credit quality of the
university. The MSA provisions include a 60% revenue share for
almost all of GCU's revenue in exchange for various services GCE
provides. Unrestricted liquidity is constrained by bank loan
collateral, with monthly days cash on hand of 75 days in fiscal
2023.
Assignment on the Taxable Series 2024 bonds and affirmation of the
Ba1 rating on the taxable bonds incorporates the issuer rating
combined with the non-contingent, broad pledge of the university.
The Series 2021B and 2024 bonds are enhanced by a pledge of gross
revenues and a first lien mortgage on the core campus. Given the
preponderance of the secured debt in the capital structure and the
uncertainty around the value of the mortgage in a distressed
scenario, the Series 2021B and 2024 bonds are rated at the same
level as the issuer rating.
RATING OUTLOOK
The negative outlook incorporates some uncertainty regarding the
litigation and regulatory environment. The higher interest rate
environment also informs the outlook, with EBIDA net of debt
service coverage key to the ability to fund strategic investments.
The outlook remains sensitive to maintaining healthy headroom over
the 55 Days Cash on Hand and Debt Service Coverage Ratio financial
covenants. The outlook could return to stable with moderation in
the university's regulatory and litigation risk exposure,
especially if combined with gains in revenue, EBIDA and
unrestricted liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- Marked gains in unrestricted liquidity and total cash and
investments with total cash and investments to operating expenses
moving to above 0.5x
-- Ongoing enrollment and revenue growth
-- Substantial elimination of extraordinary litigation and
regulatory risks
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- Further heightened regulatory scrutiny or unfavorable
resolution of litigation
-- Decline in operating performance including reduction in debt
service coverage to below 1.3x
-- Decline in enrollment or operating revenue
-- Reduction in unrestricted liquidity especially if combined with
weaker debt service coverage
-- Substantial increase in total debt or further collateralization
of cash and investments
LEGAL SECURITY
The obligation of the university under the bonds, as currently the
sole member of the obligated group, is a general obligation
enhanced by pledged revenues which incorporate most of revenue
including tuition. The bonds are also enhanced by a mortgage of the
majority of the university's campus.
PROFILE
Grand Canyon University is a large, Christian university based in
Phoenix, Arizona. Founded in 1949, the university has had nonprofit
status for the majority of its years, but was reorganized as a
for-profit university between 2004 and 2018. As of Fall 2024 the
university enrolled roughly 123,000 headcount students across on
campus, online and hybrid modes. Operating revenue was $1.5 billion
in fiscal 2024 with over 97% reliance on tuition and auxiliary
revenue. The university has made substantial investments in student
life including intercollegiate athletics. The university is a
Division I member of the Western Athletic Conference.
METHODOLOGY
The principal methodology used in these ratings was Higher
Education published in July 2024.
HOPEMAN BROTHERS: Comm. Taps NERA as Insurance Allocation Expert
----------------------------------------------------------------
The official committee of unsecured creditors of Hopeman Brothers,
Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern
District of Virginia to employ NERA Economic Consulting, Inc. its
insurance allocation expert.
The Committee requires an expert witness to testify on the
allocation of asbestos-related claims to the its liability
insurance coverage at the hearing on the Debtor's Insurance
Settlement Motions, currently scheduled for Dec. 10, 2024. The
Committee has selected Stephanie Plancich, Ph.D. of NERA to be its
testifying expert on the insurance allocation issues. In connection
with preparing her expert report and preparing for her deposition
and hearing testimony, Dr. Plancich will be assisted by other NERA
professionals.
The hourly rates are charged by NERA professionals are:
Stephanie Plancich, Managing Director $900
Janeen McIntosh, Senior Consultant $730
Senior Analysts $520 - $545
Analysts $435 - $480
Associate Analysts $380
NERA will request reimbursement for all its reasonable and
necessary out-of-pocket expenses incurred in connection with its
engagement.
As disclosed in court filings, NERA is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Stephanie Plancich
NERA Economic Consulting
1166 Avenue of the Americas
New York, NY 10036
Tel: (212) 345-7719
Fax: (212) 345-4650
Email: stephanie.plancich@nera.com
About Hopeman Brothers, Inc.
During the 1980s, Hopeman Brothers, Inc. transitioned its business
away from ship joining and into manufacturing check-out counters
used in commercial retail stores such as Walmart. In 2002, Hopeman
spun off its cabinet-making business into Cinnabar Solutions, Inc.
In 2003, Hopeman sold substantially all of its remaining
shipbuilding-related assets to an unrelated party, US Joiner LLC,
pursuant to an asset purchase agreement, dated as of December 23,
2003. Since the asset sale in 2003, Hopeman has had no business
operations and exists solely to defend and, when appropriate,
settle asbestos-related claims.
Hopeman Brothers filed Chapter 11 petition (Bankr. E.D. Va. Case
No. 24-32428) on June 30, 2024, with $50 million to $100 million in
both assets and liabilities.
The Debtor tapped Hunton Andrews Kurth, LLP as bankruptcy counsel;
Blank Rome, LLP as special insurance counsel; Courington, Kiefer,
Sommers, Marullo & Matherne, LLC as special asbestos counsel; and
Stout Risius Ross, LLC as financial advisor. Kurtzman Carson
Consultants, LLC is the claims and noticing agent.
HOSPITALITY AT YORK: Seeks Cash Collateral Access
-------------------------------------------------
Hospitality at York, LLC asked the U.S. Bankruptcy Court for the
Middle District of Pennsylvania for authority to use cash
collateral and provide adequate protection.
The company requires the use of cash collateral to continue
operating, continue serving its customers and continue paying its
employees.
The company proposes to provide adequate protection to First
Commonwealth Bank in the form of a replacement lien to the same
extent and with the same priority and validity as its
pre-bankruptcy lien.
First Commonwealth Bank's predecessor in interest provided a loan
to Hospitality at York in the original principal amount of $2.276
million in June 2012 and claims a first position lien on all of the
company's assets.
About Hospitality at York
Hospitality at York, LLC is the owner of real property located at
18 Cinema Drive, York, Pa., valued at $7 million.
Hospitality at York filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No.
24-02372) on September 20, 2024, listing $7,079,170 in assets and
$7,110,419 in liabilities. Hospitality at York President Parag
Parikh signed the petition.
Judge Henry W Van Eck presides over the case.
Ellen M. McDowell, Esq. at McDowell Law, PC represents the Debtor
as bankruptcy counsel.
HTX WELLNESS: Granted Continued Access to Cash Collateral
---------------------------------------------------------
HTX Wellness Group, LLC got the green light from the U.S.
Bankruptcy Court for the Southern District of Texas to continue to
use the cash collateral of Paragon Bank.
Paragon Bank, a secured creditor, holds a claim of $262,947.92 on a
$301,500 promissory note, which is secured by various assets of the
company.
About HTX Wellness Group
HTX Wellness Group, LLC, operates a business providing whole-body
and local cryotherapy, infusion services, compression therapy, and
red-light therapy under a franchise agreement with iCRYO.
HTX Wellness Group filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. S.D. Texas Case No. 24-34239) on
Sept. 11, 2024, listing up to $500,000 in assets and up to $1
million in liabilities.
Judge Jeffrey P. Norman oversees the case.
Leonard H. Simon, Esq., at Pendergraft & Simon, LLP represents the
Debtor as bankruptcy counsel.
HUNTERSTOWN GENERATION: S&P Rates $550MM Term Loan B 'BB-'
----------------------------------------------------------
S&P Global Ratings converted its 'BB-' issue rating from
preliminary to final on Gettysburg, PA.-based Hunterstown
Generation LLC's $550 million term loan B (upsized from the $500
million considered at the preliminary rating) and $75 million
revolving credit facility. The '2' recovery rating indicates its
expectation for substantial recovery (70%-90%; rounded estimate
70%) because the upsized facility creates more debt outstanding
under a hypothetical default.
Hunterstown Generating Station is an 863-megawatt (MW) combined
cycle gas-fired power plant located in the Metropolitan Edison Co.
region of the Western Mid-Atlantic Area Council (MAAC) zone of PJM
Interconnection. The project became operational in 2003.
Hunterstown was purchased by LS Power in July 2024 from Platinum
Equity Capital Partners IV L.P., and it is looking to refinance the
project's capital structure.
S&P said, "We expect tailwinds in the PJM area for the upcoming
years given high data center energy demand and electrification. The
demand for energy has been robust and we expect it to continue.
Specifically, PJM is experiencing substantial growth in data center
energy consumption, driven by the expansion of digital
infrastructure. This is a key driver of increasing load forecasts.
We expect these tailwinds will be advantageous for efficient assets
like Hunterstown that operate as a base-load facility with high
levels of dispatch and capacity factors, at least for the next year
or two, which should result in relatively high spark spreads and
energy margins."
The recent PJM capacity price auction significantly improved
Hunterstown's financial prospects over S&P's forecast period.
The PJM capacity auction held on July 30, 2024, for delivery years
2025-2026 resulted in prices increasing to $269.92 per megawatt day
(/MW-day) from $49.49MW-day (for MAAC). While the magnitude of the
price increase was above expectations, it was not unexpected
directionally. The supply and demand imbalance are attributed to
the lack of sizeable recent investments (specifically baseload),
retiring dispatchable capacity, and notably higher demand growth
projections from AI infrastructure buildout, electrification, and
the onshoring of manufacturing. Despite the strong momentum, S&P
believes capacity prices will eventually return to average levels
over time, though at a higher level than we previously expected.
S&P revised its forecast for Hunterstown and now expect strong
financial performance as it benefits from favorable capacity prices
that partially offset its exposure to the volatile
day-ahead-market. While the project is exposed to merchant prices
given its lack of offtake contracts, Hunterstown's participation in
PJM's capacity market provides some protection given the recent 683
MW that cleared in the 2025-2026 capacity auction. While S&P Global
Ratings forecasts $200/MW-day in the upcoming December 2024
capacity auction, though it may be delayed by six months given
PJM's recent request to the Federal Energy Regulatory Commission
(FERC) for an extension, this will still provide a significant
uplift to energy margins. In addition, Hunterstown's positioning
within PJM provides a competitive advantage given its proximity to
data center load pockets in Northern Virginia and should benefit
from favorable pricing due to load growth.
The project's single-asset concentration limits rating upside.
Although Hunterstown is well-positioned to take advantage of
industry tailwinds due to a supply demand imbalance, its
single-asset nature concentrates risk from unexpected operational
outages and event risk. While the plant has a history of reliable
performance during extreme weather events including the 2014 polar
vortex and winter storm Elliott, S&P views asset and geographic
concentration as a negative credit factor, which could likely limit
ratings upside in the long run.
The refinancing of Hunterstown's debt addresses near-term maturity,
which we consider positive for credit quality.
Hunterstown raised a $625 million senior secured facility to
refinance existing debt, fund a sponsor distribution, and pay
associated fees and expenses. The issuance consists of a seven-year
$550 million term loan B and a five-year $75 million revolving
credit facility.
S&P said, "We view the transaction as positive for credit quality
because it addresses the potential refinancing risk pertaining to
the existing term loan B that matures in June 2025. The issuance
will push the maturity wall into 2031, which we believe is adequate
for the project to deleverage its balance sheet through quarterly
cash flow sweeps. The credit agreement mandates a 75% cash flow
sweep when leverage is above 3.5x, 50% when leverage is between
2.5x and 3.5x, and 25% when leverage is below 2.5x. We now forecast
about $280 million term loan B outstanding at maturity. Our base
case reflects a fully amortizing loan with a sculpted repayment
profile commencing in 2031 and expect Hunterstown will repay its
debt by 2042."
The project will still be exposed to refinancing risk and interest
rate risk, with material dependence on cash flow sweeps to
deleverage over the upcoming years.
S&P said, "While we recognize the project will benefit from strong
market tailwinds, the 'BB-'rating still reflects the very high
price volatility inherent of the merchant power sector. It also
reflects its exposure to refinancing risk given the limited
mandatory amortization of the term loan B, which creates a reliance
on cash flow sweeps to pay down debt and the eventual need to
refinance the outstanding amount at maturity. Additionally, while
we expect Hunterstown to hedge a portion of its interest expense,
floating-rate debt exposes the project to interest rate risk."
Hunterstown went through major maintenance work, which will likely
sustain favorable operational performance.
Hunterstown went through planned major maintenance work in the fall
of 2023, which extended into the first quarter of 2024. The plant
utilizes the GE 7FB.04 turbine, which was upgraded in 2014 from the
7FB.01 units. In 2023, the combustion turbine units underwent major
inspections, and the systems were upgraded to the GE DLN2.6+e
system, making them functionally equivalent to the GE 7F.04 models.
In addition, the steam turbine generator stator was rewound, and
the steam path was upgraded. This resulted in improved thermal
efficiency and low emissions over a wider operating range, as well
as capacity improvements of nearly 17MW in the summer months.
S&P said, "We expect these upgrades will likely sustain asset
performance through the forecast period. Our base case anticipates
asset life around 2042, which is within the 30- to 40-year window
for CCGTs, given its 2003 operational year. Our view reflects the
economic life of the asset, more so than the physical life as we
believe renewable generation and long-duration energy storage
solutions will come online in the outer years affecting the output
needed from fossil-fuel plants. However, in the near term, we
expect capacity factors in the 80%-85% area and spark spreads in
the $16-$19 will provide higher free cash flow."
S&P views LS Power's ownership of Hunterstown favorably given its
expertise in the power market.
LS Power owns and operates over 19,000 MW of power generation and
has developed or acquired more than 160 projects across the U.S.
S&P believes Hunterstown should benefit from LS Power's ownership
and operational sophistication given its track record. The
retirement of the fixed transport gas contract, given the plant's
access to fuel supply and a hedging strategy with a targeted goal
around 50%-60% of the plant's output, demonstrates what we view as
sound decision-making that will likely improve cash flow prospects
and reduce volatility. However, as common among financial sponsor
owners, S&P believes the project may incur incremental term loan B
debt in the future if the power market fundamentals remain strong.
The new rating on the project debt reflects a different strategy
and favorable market tailwinds compared to the existing rated debt
that will be repaid. S&P currently rates the power plant's debt
that will soon be repaid (Kestrel Acquisition LLC) 'B/Stable'; it
revised the outlook to stable from negative in January 2024 after
the first cash sweep in late 2023 after years of cash preservation.
The outlook revision also reflected the improved market conditions
for the PJM region.
While the new rating relies on the same power plant's performance,
the improvement in credit quality is due to continued tailwinds in
the PJM region following the July 2024 capacity price auction that
cleared at record prices. S&P's revised forecasts for upcoming
capacity auctions and the new ownership strategy--which includes
hedging part of the power plant capacity that will enhance cash
flow visibility--are favorable factors.
S&P said, "The stable outlook reflects our expectation of strong
debt service coverage during the term loan B period given our
expectations of power demand growth in the upcoming years, and
recently cleared elevated capacity prices in PJM for the 2025-2026
period. During the term loan B period, we expect DSCRs above 2x,
falling to a minimum of around 1.56x when a fully amortizing debt
structure is assumed after refinancing. At that time, we expect
around a $253 million term loan B outstanding amount at maturity."
S&P could lower its ratings on Hunterstown if the minimum DSCR
falls below 1.35x on a sustained basis. This could be a result of:
-- A material decrease in power prices, capacity prices, or energy
spreads;
-- Unplanned outages substantially affecting generation;
-- Economic factors causing the power plant to dispatch materially
less than our base-case expectation; or
-- Debt paydown substantially lower than S&P's expectation,
leading to a higher-than-expected debt balance at maturity.
While unlikely within the near term due to the single-asset nature
of the project, S&P could raise the rating if:
-- S&P expects Hunterstown will maintain a minimum DSCR of at
least 1.8x in all years, including the post refinancing period;
and
-- S&P has a qualitative view that it could rate the project above
'BB-' given the inherent power price volatility, operational and
refinancing risk associated with single assets, and refinancing
risk.
S&P said, "We would expect such outcomes to materialize if the
project's financial performance and debt repayment well exceed our
forecast on a sustained basis. This could be due to factors such as
improved energy margins, higher dispatch, and substantially
improved capacity pricing, leading to lower-than-expected debt
outstanding at TLB maturity, as well as a track record of
decreasing debt per kilowatt."
HYPERSCALE DATA: Amends S-1 for 1.5-Mil. Preferred Shares Offering
------------------------------------------------------------------
Hyperscale Data, Inc. filed a Pre-Effective Amendment No. 2 to its
Form S-1 Registration Statement under the Securities Act of 1933
relating to the offer and resale of up to 1,500,000 shares of
Hyperscale Data, Inc.'s 13.00% Series D Cumulative Redeemable
Perpetual Preferred Stock, par value $0.001 per share, by the
selling stockholder, Orion Equity Partners, LLC.
The shares included in the prospectus consist of shares of the
Company's Series D Preferred Stock that Hyperscale may, in its
discretion, elect to issue and sell to the Selling Stockholder,
from time to time after the date of this prospectus, pursuant to a
Purchase Agreement the Company entered into with the Selling
Stockholder on June 20, 2024, as amended on November 1, 2024, in
which the Selling Stockholder has committed to purchase from the
Company, at the Company's direction, up to an aggregate of $37.5
million of shares of Series D Preferred Stock as consideration for
its irrevocable commitment to purchase shares of its Series D
Preferred Stock at Hyperscale's election in its sole discretion,
from time to time after the date of this prospectus.
Hyperscale is not selling any shares of Series D Preferred Stock
being offered by the prospectus and will not receive any of the
proceeds from the sale of such shares by the Selling Stockholder.
However, it may receive up to $37.5 million in aggregate gross
proceeds from sales of the Company's Series D Preferred Stock to
the Selling Stockholder, in the Company's sole and absolute
discretion, that the Company elects to make, from time to time over
the approximately 36-month period commencing on the date of the
Purchase Agreement, provided that this registration statement, of
which this prospectus forms a part, and any other registration
statement the Company may file from time to time, covering the
resale by the Selling Stockholder of the shares of its Series D
Preferred Stock purchased from Hyperscale by the Selling
Stockholder pursuant to the Purchase Agreement is declared
effective by the U.S. Securities and Exchange Commission and
remains effective, and the other conditions set forth in the
Purchase Agreement are satisfied.
The Selling Stockholder may sell or otherwise dispose of the shares
of Hyperscale's Series D Preferred Stock included in this
prospectus in a number of different ways and at varying prices.
The Company's Series D Preferred Stock trades on the NYSE American
LLC under the symbol "GPUS PD." On October 31, 2024, the last
reported sales price of the Company's Series D Preferred Stock, as
reported by NYSE American, was $22.58 per share.
A full-text copy of the registration statement is available at:
https://tinyurl.com/yc4kzmk2
About Hyperscale Data
Hyperscale Data, Inc., formerly known as Ault Alliance, Inc., is a
diversified holding company pursuing growth by acquiring
undervalued businesses and disruptive technologies with a global
impact. Through the Company's wholly and majority-owned
subsidiaries and strategic investments, the Company owns and/or
operates data centers at which it mines Bitcoin and offers
colocation and hosting services for the emerging artificial
intelligence ecosystems and other industries, and provides
mission-critical products that support a diverse range of
industries, including a metaverse platform, oil exploration, crane
services, defense/aerospace, industrial, automotive,
medical/biopharma, consumer electronics, and textiles.
New York, New York-based Marcum LLP, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
April 16, 2024, citing that the Company has a working capital
deficiency, has incurred net 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, the Company had $270.78 million in total
assets, $243.70 million in total liabilities, $795,000 in
redeemable non-controlling interests in equity of subsidiaries, and
$26.28 million in total stockholders' equity.
ICEY-TEK USA: Hires Harris Shelton Hanover Walsh as Counsel
-----------------------------------------------------------
Icey-Tek USA LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Tennessee to hire Harris Shelton Hanover
Walsh, PLLC as counsel.
The firm's services include:
a. advising the Debtor with respect to its powers and duties
as Debtor-in-Possession in the management of its property;
b. assisting the Debtor in the preparation of its statement of
financial affairs, schedules, statement of executory contracts and
unexpired leases, and any papers or pleadings, or any amendments
thereto that the Debtor is required to file in this case;
c. representing the Debtor in any proceeding that is
instituted to reclaim property or obtain relief from the automatic
stay imposed by Section 362 of the Bankruptcy Code or that seeks
the turnover or recovery of property;
d. providing assistance, advice and representation concerning
the formulation, negotiation and confirmation of a Plan of
Reorganization, and accompanying ancillary documents;
e. providing assistance, advice and representation concerning
any investigation of the assets, liabilities and financial
condition of the Debtor that may be required;
f. representing Debtor at hearings or matters pertaining to
affairs as Debtor-In-Possession;
g. prosecuting and defending litigation matters and such other
matters that might arise during and related to this Chapter 11
case;
h. providing counseling and representation with respect to the
assumption or rejection of executory contracts and leases and other
bankruptcy-related matters arising from this case;
i. representing the Debtor in matters that may arise in
connection with its business operations, its financial and legal
affairs, its dealings with creditors and other parties-in-interest
and any other matters, which may arise during the bankruptcy case;
j. rendering advice with respect to the myriad of general
corporate and litigation issues relating to this case; and
k. performing such other legal services as may be necessary
and appropriate for the efficient and economical administration of
these Chapter 11 cases.
The firm will be paid at these rates:
Steven N. Douglass $475 per hour
Associates $250 per hour
Paraprofessionals $100 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Steve Douglass, Esq., a partner at Harris Shelton Hanover Walsh,
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:
Steven N. Douglass, Esq.
Harris Shelton Hanover Walsh, PLLC
40 S. Main Street, Suite 2210
Memphis, TN 38103-2555
Phone: (901) 525-1455
Email: snd@harrisshelton.com
About Icey-Tek USA LLC
Icey-Tek USA LLC is a limited liability company.
Icey-Tek USA LLC sought relief under Subchapter V of Chapter 11 of
the U.S. Bankruptcy Code (Bankr. W.D. Tenn. Case No. 24-11470) on
November 2, 2024. In the petition filed by Patrick Mudge, as
president, the Debtor reports estimated assets between $500,000 and
$1 million and estimated liabilities between $1 million and $10
million.
Bankruptcy Judge Jimmy L. Croom handles the case.
The Debtor is represented by Steven N. Douglass, Esq. at HARRIS
SHELTON, PLLC.
ICON AIRCRAFT: Seeks to Extend Plan Exclusivity to Jan. 29, 2025
----------------------------------------------------------------
Seaplane Debtor 1, Inc. (f/k/a ICON Aircraft, Inc., and its
affiliates asked the U.S. Bankruptcy Court for the District of
Delaware to extend their exclusivity periods to file a plan of
reorganization and obtain acceptance thereof to January 29, 2025
and March 31, 2025, respectively.
The Debtors explain that they have addressed critical case
management issues while pursuing a thorough marketing and
successful Sale process in an effort to maximize the value of the
Debtors' estates and to preserve the value of the Debtors' business
as a going concern in the nearly seven months since the Petition
Date. Accomplishing these tasks and addressing the concerns of the
Debtors' creditors and stakeholders along the way, among other
things, required the full attention of the Debtors' employees and
advisors.
Further, the Debtors have been required to devote a significant
amount of time, energy, and resources to their transition into
chapter 11 more generally and addressing the myriad issues
attendant thereto. The complexity of the Sale, the various issues
addressed, and the time, effort, and planning required to obtain
the progress made thus far, including the filing of the Plan,
obtaining conditional approval of the Disclosure Statement, and
negotiating the terms of the DLP Settlement and Hawkins
Stipulation, warrant the requested extension of the Exclusive
Periods.
The Debtors claim that they have made significant and material
progress in these chapter 11 cases. At the outset of the Debtors'
chapter 11 cases, the Debtors sought to maximize the value of their
estates for all stakeholders. The Debtors accomplished this goal
through the successful closing of the Sale of substantially all
their assets to the Purchaser. These achievements were the result
of the tireless efforts of the Debtors, their management, and their
professional advisors, in cooperation with the various parties in
interest in these chapter 11 cases, to maximize the value of the
Debtors' estates.
The Debtors state that an extension of the Exclusive Periods as
requested herein will allow the Debtors the time needed to obtain
confirmation of the Plan, including any modifications that may be
required to be made to the Plan. Accordingly, the Debtors' current
progress in the chapter 11 cases and the remaining tasks justify
the requested extension of the Exclusive Periods.
The Debtors assert that they have no ulterior motive in seeking an
extension of the Exclusive Periods. The Debtors have worked
diligently since the Petition Date to preserve the value of their
assets during the pendency of these chapter 11 cases and require
the extension sought by this Motion. The Debtors are not seeking an
extension to pressure creditors or other parties in interest.
The Debtors further assert that termination of the Exclusive
Periods would adversely impact the Debtors' efforts to preserve and
maximize the value of the estates and the progress of these chapter
11 cases. In effect, if the Court were to deny the Debtors' request
for an extension of the Exclusive Periods, any party in interest
would be free to propose an alternative chapter 11 plan for the
Debtors. Further, allowing others to present completing plans would
lead to unnecessary costs to the Debtors' estates.
Counsel for the Debtors:
Sean M. Beach, Esq.
Ashley E. Jacobs, Esq.
Jared W. Kochenash, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
E-mail: sbeach@ycst.com
ajacobs@ycst.com
jkochenash@ycst.com
- and -
Samuel A. Newman, Esq.
SIDLEY AUSTIN LLP
350 S. Grand Avenue
Los Angeles, CA 9007
Tel: (213) 896-6000
Fax: (213) 896-6600
E-mail: sam.newman@sidley.com
- and -
Charles Persons, Esq.
Jeri Leigh Miller, Esq.
2021 McKinney Avenue, Suite 2000
Dallas, TX 75201
Tel: (214) 981-3300
Fax: (214) 981-3400
E-mail: cpersons@sidley.com
jeri.miller@sidley.com
- and -
Nathan Elner, Esq.
787 Seventh Avenue
New York, New York 10019
Tel: (212) 839-5300
Fax: (212) 839-5599
E-mail: nelner@sidley.com
About ICON Aircraft
ICON Aircraft, Inc., is an aircraft design and manufacturing
company focused on the creation of consumer-friendly, safe, and
technologically advanced aircrafts that make the adventure of
flying more accessible to mainstream consumers. The Company's
flagship production aircraft -- the ICON A5 -- is an
amphibioussport plane. ICON Aircraft was founded in 2006 in
response to the Federal Aviation Administration's ("FAA")
establishment of the light-sport aircraft ("LSA") category and the
sport pilot license ("SPL") class.
ICON Aircraft and three of its affiliates filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Lead Case No.
24-10703, Bank. D. Del.) on April 4, 2024. On the petitions signed
by Thomas M. McCabe as chief restructuring officer, the Debtors
reported $100 million to $500 million in estimated assets and $100
million to $500 million in estimated liabilities.
Hon. Craig T. Goldblatt presides over the cases.
The Debtors tapped Young Conaway Stargatt & Taylor LLP and Sidney
Austin LLP as bankruptcy counsel. Stretto, Inc., is the Debtors'
claims and noticing agent.
IHEARTCOMMUNICATIONS INC: S&P Lowers ICR to 'CC', Outlook Negative
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on
iHeartCommunications Inc. (the borrower) to 'CC' from 'CCC+'. S&P's
'CCC+' issuer credit rating on ultimate parent iHeartMedia is
unchanged since it does not guarantee iHeartCommunications' debt.
S&P also lowered its issue-level ratings on iHeartCommunications'
senior secured debt to 'CC' from 'B-' and unsecured debt to 'CC'
from 'CCC-'.
The negative outlook reflects that, upon completion of either
proposed transaction, S&P expects to lower its issuer credit rating
on iHeartCommunications to 'SD' (selective default) and its ratings
on its senior secured and senior unsecured debt to 'D'.
S&P views both proposed restructuring transactions as distressed
and tantamount to a default. iHeartMedia has launched two
alternative exchange structures. Under the comprehensive
transaction, iHeartCommunications will issue new secured debt in
exchange for existing debt held by participating lenders. Under the
other structure, the company will form a new subsidiary with
transferred assets (including U.S. Federal Communications
Commission licenses, Katz Media Group, and certain advertising
technology assets) and an intercompany note to issue new secured
debt to participating lenders. The company has entered into a
transaction support agreement with lenders comprising 85.4% of the
aggregate principal amount of its debt (the comprehensive
transaction requires 95% minimum participation).
S&P said, "In our view, lenders will receive less than originally
promised because the maturity of all the company's debt instruments
will be extended by three years. In addition, the senior secured
notes due in 2027, senior secured notes due in 2028, and senior
unsecured notes are being offered prices significantly below par
(79-88 cents on the dollar). We do not believe lenders are being
offered adequate offsetting compensation for the exchange. While
the interest rates on the new debt will be 225-278 basis points
higher than the existing debt, we believe the rates are well below
what the company would be required to pay for new capital under
current market conditions and what an issuer with a similar risk
profile would have to pay to raise new capital.
"We also view the transaction as distressed because, absent a
transaction, we believe there is a realistic possibility of a
conventional default over the near to medium term. iHeartMedia's
S&P Global Ratings-adjusted net leverage was 7.8x for the last 12
months ended Sept. 30, 2024. We believe the company has limited
ability to materially reduce leverage ahead of sizable upcoming
debt maturities (totaling $5.2 billion from 2026-2028)."
iHeartMedia's operating and financial performance has remained
challenged due to declines in broadcast radio advertising revenue
amid both cyclical and secular challenges from macroeconomic
weakness and the shift of advertising dollars from traditional
media to online. S&P expects radio advertising revenue will
continue to decline, such that the company will be reliant on
increasing digital revenue and cutting costs to improve financial
performance and credit metrics.
S&P said, "The negative outlook reflects that, upon the completion
of either proposed transaction, we expect to lower our issuer
credit rating on iHeartCommunications to 'SD' and our issue-level
ratings on its senior secured and senior unsecured debt to 'D'.
"We will lower our issuer credit rating on iHeartCommunications to
'SD' and our issue-level rating on the affected debt to 'D' if it
completes either transaction as proposed.
"We could raise our rating on iHeartCommunications if it does not
consummate either transaction, likely to the 'CCC' category. Under
this scenario, our rating would reflect the potential for other
restructuring initiatives and the company's inability to refinance
upcoming debt maturities while maintaining healthy free operating
cash flow."
INFINERA CORP: Reports $14.3 Million Net Loss in Fiscal Q3
----------------------------------------------------------
Infinera Corp. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $14.3 million on $354.4 million of total revenues for the three
months ended September 28, 2024, compared to a net loss of $9.4
million on $392.4 million of total revenues for the three months
ended September 30, 2023.
For the nine months ended September 28, 2024, the Company reported
a net loss of $ 124 million on $1 billion of total revenues,
compared to a net loss of $38.1 million on $1.2 billion of total
revenues for the nine months ended September 30, 2024.
As of September 28, 2024, the Company had $1.5 billion in total
assets, $1.4 billion in total liabilities, and $133.8 million in
total stockholders' equity.
Infinera CEO, David Heard said "Our team delivered another quarter
with continued sequential improvements in our financial metrics and
critical service provider and webscaler design wins across our
ICE-X coherent pluggables, next-generation line systems, software,
and ICE7 solutions. In addition, in October we signed a non-binding
preliminary memorandum of terms with the U.S. Department of
Commerce for an award under the CHIPS and Science Act that,
together with other federal and state incentives, could result in
more than $200 million in funds for Infinera."
"Looking ahead, our customers remain excited about our pending
acquisition by Nokia as they look forward to the combined company
accelerating the pace of innovation in the industry. We are making
good progress on the steps required to close the transaction,
including receiving stockholder approval and attaining U.S.
antitrust and CFIUS approval. There are still other regulatory
approvals pending, but we believe we remain on track to close the
deal in the first half of 2025," continued Mr. Heard.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/msfk4zua
About Infinera Corp.
Headquartered in Sunnyvale, Calif., Infinera Corp. --
www.infinera.com -- is a semiconductor manufacturer and global
supplier of networking solutions comprised of networking equipment,
optical semiconductors, software and services. The Company's
portfolio of solutions includes optical transport platforms,
converged packet-optical transport platforms, compact modular
platforms, optical line systems, coherent optical engines and
subsystems, a suite of automation software offerings, and support
and professional services. Leveraging its U.S.-based compound
semiconductor fabrication plant and in-house test and packaging
capabilities, the Company designs, develops and manufactures indium
phosphide-based photonic integrated circuits for use in its
vertically integrated, high-capacity optical communications
products.
Infinera reported a net loss of $25.21 million for the year ended
Dec. 30, 2023, compared to a net loss of $76.04 million for the
year ended Dec. 31, 2022. As of June 29, 2024, Infinera had $1.52
billion in total assets, $604.45 million in total current
liabilities, $660.42 million in long-term debt, $14.52 million in
long-term accrued warranty, $21.98 million in long-term deferred
revenue, $1.69 million in long-term deferred tax liability, $44.79
million in long-term operating lease liabilities, $39.38 million in
other long-term liabilities, and $131.59 million in total
stockholders' equity.
* * *
Egan-Jones Ratings Company, on September 18, 2024, maintained its
'CC' foreign currency and local currency senior unsecured ratings
on debt issued by Infinera Corporation.
INNOPHOS HOLDINGS: S&P Rates Second-Lien Secured Notes 'B-'
-----------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating and '5'
recovery rating to Innophos Holdings Inc.'s proposed 11.5%, $464
million second-lien secured notes due in June 2029. The '5'
recovery rating indicates its expectation for modest (10%-30%;
rounded estimate: 15%) recovery in a simulated default scenario.
The notes will rank below the company's $440 million first-lien
term loan, which is being amended and extended to March 2029. In
addition, Innophos is amending and extending its $175 million
asset-based lending facility to December 2028. S&P affirmed its
'B+' issue-level rating on the first-lien term loan. The '2'
recovery rating is unchanged.
S&P said, "We expect Innophos will use the proceeds from the new
secured notes for a par exchange of its 9.375% unsecured notes
($275 million) due in February 2028 and Iris Holdings Inc. holdco
payment-in-kind (PIK) toggle notes due in February 2026 ($175
million). Concurrently, once the deal is closed and the unsecured
debt and PIK toggle notes are repaid, we will withdraw our recovery
and issue-level ratings on the Innophos unsecured notes and Iris
Holdings PIK toggle notes.
"We view the transaction as credit neutral. Accordingly, our 'B'
issuer credit rating and stable outlook on Innophos are unchanged.
The stable outlook reflects our view that Innophos' financial
policies are consistent with maintaining weighted-average debt to
EBITDA greater than 5x.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P updated its recovery analysis of Innophos Holdings Inc. to
reflect its new debt structure for the proposed exchange offer and
new 11.5%, $464 million second-lien secured debt.
-- S&P's recovery analysis incorporates the company's most recent
operating performance.
-- S&P assigned its 'B-' issue-level rating and '5' recovery
rating (rounded estimate: 15%) to the company's proposed senior
secured second-lien notes. The rating is one notch below its issuer
credit rating on the company, as per its notching guidelines. The
'5' recovery reflects its expectation for modest (10%-30%; rounded
estimate: 15%) recovery in the event of a default.
-- S&P's issue-level rating on the first-lien secured term loan
remains 'B+' and the recovery rating remains '2', which indicate
its expectation for substantial (70%-90%; rounded estimate: 80%)
recovery.
-- S&P assumes administrative expenses will be 5% of the adjusted
gross enterprise value, in line with recovery guidelines.
-- S&P said, "We value the company on a going-concern basis using
a 5.5x multiple of our projected emergence EBITDA, in line with the
recovery guidance for a specialty chemicals company. This multiple
is in line with the multiples we use for other specialty chemical
companies rated in the 'B' category."
-- S&P's simulated default scenario incorporates a significant
volume decline and steep pricing pressure amid an extended global
economic recession. Assuming Innophos' liquidity is fully utilized,
it could default when its EBITDA generation falls below its
fixed-charge requirements.
Simulated default assumptions
-- Simulated year of default: 2027
-- EBITDA at emergence: Approximately $104 million
-- Implied enterprise value multiple: 5.5x
Simplified waterfall
-- Net enterprise value (after 5% administrative expenses): $547
million
-- Secured first-lien term loan outstanding: $422 million
-- Collateral value available to secured term lenders: $345.3
million
--Recovery expectations on senior secured debt: 70%-90%
(rounded estimate: 80%)
-- Secured second-lien notes: $491 million
-- Collateral value available to senior unsecured claims: $96.2
million
--Recovery expectations: 10%-30% (rounded estimate: 15%)
All debt amounts include six months of prepetition interest.
IRECERTIFY LLC: Gets Interim OK to Use Cash Collateral
------------------------------------------------------
iRecertify, LLC received interim approval from the U.S. Bankruptcy
Court for the District of Utah, Central Division, to use cash
collateral to pay its operating expenses.
The interim order, signed by Judge Peggy Hunt, approved the use of
cash collateral to pay the company's expenses set forth in its
projected budget for the period from Nov. 18 to Dec. 16.
A final hearing is scheduled for Dec. 16.
BlueVine Capital is the only creditor of the company with a valid
security interest and sufficient value in its collateral as of the
petition date.
iRecertify's request to grant BlueVine Capital a replacement lien
on its post-petition assets will be considered at the final
hearing.
About IRecertify
iRecertify, LLC, doing business as Warehouse B, is a merchant
wholesaler of professional and commercial equipment and supplies.
IRecertify sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Utah Case No. 24-25156) on Oct. 7, 2024, with
$100,000 to $500,000 in assets and $1 million to $10 million in
liabilities. Brett Kitson, managing member, signed the petition.
Judge Peggy Hunt oversees the case.
The Debtor is represented by Russell S. Walker, Esq., at Pearson
Butler, PLLC.
IRECERTIFY LLC: Seeks Approval to Hire Pearson Butler as Counsel
----------------------------------------------------------------
iRecertify, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Utah to employ Pearson Butler, LLC as counsel.
The firm will render these services:
a. prepare on behalf of the Debtor any necessary motions,
applications, answers, orders, reports, and papers as required by
applicable bankruptcy or nonbankruptcy law, dictated by the demands
of the case, or required by the Court, and to represent the Debtor
in proceedings or hearings related thereto;
b. provide advice to the Debtor with respect to their powers
and duties as Debtor-in-possession in the continued conduct of
their businesses;
c. negotiate with the Debtor' creditors and other parties in
interest in developing plans of reorganization, and taking any
necessary steps to obtain confirmation of, and to implement such a
plan;
d. review, analyze, and advise the Debtor regarding claims or
causes of action to be pursued on behalf of their estates;
e. assist the Debtor in negotiations with various creditor
constituencies regarding an exit, resolution, and payment of the
creditors' claims;
f. review and analyze the validity of the claims filed herein
and advise the Debtor as to the filing of objections to claims; if
necessary;
g. provide continuing legal advice with respect to their
bankruptcies, estates, litigation, avoidance actions, and
miscellaneous other legal matters; and
h. perform all other necessary legal services as may be
prompted by the needs of the Debtor in its case.
The firm will be paid at these rates:
Attorneys $375 to $400 per hour
Paraprofessional $150 per hour
Russell S. Walker $400 per hour
David R. Williams $375 per hour
Pearson Butler received a retainer from the Debtor in the amount of
$20,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Russell S. Walker, Esq., a partner at Pearson Butler, 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:
Russell S. Walker, Esq.
Pearson Butler, LLC
1802 W South Jordan Parkway, Ste 200
South Jordan, UT 84095
Tel: (801) 495-4104
Email: russellw@pearsonbutler.com
About iRecertify, LLC
IRecertify, doing business as Warehouse B, is a merchant wholesaler
of professional and commercial equipment and supplies.
IRecertify sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Utah Case No. 24-25156) on Oct. 7, 2024. In the
petition filed by Brett Kitson, as managing member, the Debtor
estimated assets between $100,000 and $500,000 and estimated
liabilities between $1 million and $10 million.
The Debtor is represented by Russell S. Walker, Esq. at PEARSON
BUTLER PLLC.
JD MOTORSPORTS: Creditors to Get Proceeds From Liquidation
----------------------------------------------------------
JD Motorsports, Inc., filed with the U.S. Bankruptcy Court for the
District of South Crolina a Small Business Combined Plan of
Liquidation and Disclosure Statement dated October 7, 2024.
The Debtor is a professional racing team that is now the number 1
non-NASCAR Cup Series Affiliated team in the NASCAR Xfinity
Series.
The Debtor is an incorporation organized under the laws of the
state of South Carolina. The Debtor's President and manager is
Johnny K. Davis. Mr. Davis is the only owner of stock in the
Debtor.
The Debtor's primary assets are its Inventory, Machinery,
Equipment, and Vehicles. The value of the assets is based upon
liquidation of the assets from a going concern business. The
Debtor's prepayment was for Fort Worth, Texas race entry fee, which
was utilized in the ordinary course of the Debtor's business during
its restructuring effort.
Similarly, the Accounts Receivable was based upon race sponsorships
for races that occurred pre-petition in the 2024 Xfinity Series
season, such receivables were collected and utilized in the
ordinary course of business during the Debtor's effort to
restructure. With the Debtor no longer operating or able to
continue in the Xfinity Series, there is no longer a recoverable
value for the Goodwill.
The Debtor believes that the values established on the Petition
Date must be discounted to account for the market conditions within
stock car racing, where the downturn has begun to reach even the
largest and best funded organizations. For this reason, the Debtor
asserts that the highest recovery for creditors will be
accomplished through a series of private sales to targeted buyers
known within stock car racing, followed by a remnant auction of all
remaining assets. The Debtor asserts that through such an effort
the proceeds from liquidation will exceed $400,000.
The Debtors total liabilities are approximately $3,888,174. The are
secured claims filed by creditors or scheduled by the Debtor in the
aggregate amount of $2,183,057. Priority Unsecured Claims against
the Debtor's Estate both filed by creditors and scheduled by the
Debtor are $16,162. General Unsecured Claims both filed by
creditors and scheduled by the Debtor are $1,688,955.
The Debtor's goal is to liquidate its remaining assets to provide
the maximum recovery to creditors of this Chapter 11 Estate. The
Debtor believes that the maximum recovery will be generated through
engaging in a series of private sales and culminating in an auction
sale of all remaining assets. Proceeds from asset sales shall be
deposited into the Debtor-in-Possession Bank Account ("DIP
Account") which shall become a liquidating fund (the "Liquidating
Fund") to satisfy the obligations created under this Plan.
Following Plan Confirmation, the Debtor shall privately market and
sell its assets to industry participants and interested parties.
After February 1, 2025, all remaining assets shall be sold at
public auction.
Class 4 consists of all general unsecured claims scheduled by the
Debtor as non-contingent and undisputed or filed on the Claims
Register maintained by the Clerk of Court. The total value of all
Class 4 Claims is $479,151. Assuming that the Carve Out from Class
1 provides $40,000, then Class 4 creditors will see a recovery of
8%, after payment of the unclassified Priority Tax Claims from the
remainder of the Liquidating Fund.
Class 5 consists of the Equity Interests in the Debtor. The Equity
Interests will be terminated to the extent that net proceeds are
insufficient to satisfy the claims of Class 1 through Class 4,
unless such classes consent to alternative treatment.
Teresa Davis and Johnny Davis on the claim scheduled by the Debtor
in the amount of $1,209,503.29. This claim is for loans Mr. and
Mrs. Davis made to the Debtor to support its operations. This claim
based upon loans from an insider will be treated in Class 5 and not
receive distribution with other unsecured creditors in Class 4.
The Debtor's Plan calls for distribution of the proceeds generated
by the Debtor from liquidation of the Debtor's assets. The Debtor
believes that because all assets will be liquidated the Plan is not
likely to be followed by further liquidation or the need for
further reorganization of the Debtor.
A full-text copy of the Combined Plan and Disclosure Statement
dated October 7, 2024 is available at
https://urlcurt.com/u?l=R2unaR from PacerMonitor.com at no charge.
Attorney for the Debtor:
W. Harrison Penn, Esq.
Penn Law Firm, LLC
1517 Laurel Street
Columbia, SC 29201
Tel: (803) 771-8836
Email: hpenn@pennlawsc.com
About JD Motorsports
JD Motorsports, Inc. is a professional racing team that is now the
number 1 non-NASCAR Cup Series Affiliated team in the NASCAR
Xfinity Series.
The Debtor earned its first playoffs birth in 2018, finishing tenth
in the NASCAR Xfinity Series standings. The Debtor has had a driver
finish in the top-20 of the Xfinity Series Driver points twenty
times. The Debtor operates from its garage located at 1210 Champion
Ferry Road, Gaffney, South Carolina.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. S.D. Case No. 24-01274) on April 8,
2024. In the petition signed by Johnny K. Davis. president, the
Debtor disclosed up to $1 million in assets and up to $10 million
in liabilities.
W. Harrison Penn, Esq., at Penn Law Firm LLC, represents the Debtor
as legal counsel.
JEA2 LLC: Hires Reynolds Law LLP as Bankruptcy Counsel
------------------------------------------------------
JEA2, LLC seeks approval from the U.S. Bankruptcy Court for the
Eastern District of California to employ Reynolds Law, LLP as
bankruptcy counsel.
The firm will provide these services:
a. assistance with respect to the powers and duties as the
Debtor in possession in the continuing management of the property
and the administration of the estate;
b. preparation of necessary applications, schedules, answers,
orders, reports, and other legal papers;
c. assistance in the development and prosecution of various
claims, causes of action, preference claims, and the like, to the
extent merited in JEA2's bankruptcy proceeding;
d. assistance in the preparation, confirmation, and
implementation of its Chapter 11 plan; and
e. assistance of general bankruptcy counsel in regard to all
other legal matters associated with JEA2's Chapter 11 case.
The firm will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Anthony Asebedo, a partner at Reynolds Law, 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:
Anthony Asebedo
Reynolds Law, LLP
3001 Douglas Blvd., Ste. 225
Roseville, CA 95661
Tel: (916) 679-5550
Email: anthony@reynoldslawllp.com
About JEA2, LLC
JEA2, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Cal.
Case No. 24-90615) on Oct. 17, 2024. The Debtor hires Reynolds Law,
LLP as counsel.
JER INVESTORS: Seeks to Extend Plan Exclusivity to Jan. 27, 2025
----------------------------------------------------------------
JER Investors Trust Inc., and affiliates asked the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusivity
periods to file a plan of reorganization and obtain acceptance
thereof to January 27, 2025 and March 24, 2025, respectively.
An application of the factors establishes sufficient cause to
further extend the Exclusive Periods. First, the Debtors have
continued to make good faith progress towards confirming a chapter
11 plan. The Noteholders filed the sole objection to the Combined
Disclosure Statement and Plan, and the Debtors have agreed to
participate in mediation in an attempt to resolve the Plan-Related
Issues.
Meanwhile, the Debtors have continued to move these Chapter 11
Cases forward, complying with relevant reporting requirements and
timely seeking to extend the relevant deadlines under the
Bankruptcy Code. The Debtors therefore believe they have made good
faith progress towards confirmation and believe the request to
extend the Exclusive Periods as set forth herein is appropriate and
reasonable.
Relatedly, the Debtors have demonstrated reasonable prospects for
filing a viable plan. Though the Noteholders filed the sole
objection to the Combined Disclosure Statement and Plan, the
Debtors believe mediation may result in a global resolution in
advance of the Confirmation Hearing. To the extent the Plan Related
Issues are not resolved, the Debtors are prepared to seek
confirmation of the Combined Disclosure Statement and Plan at the
Confirmation Hearing.
Third, since the filing of these Chapter 11 Cases, the Debtors have
continued to pay their undisputed postpetition expenses and
invoices.
Fourth, this Motion is not intended to pressure creditors,
including the Noteholders. The Debtors have no ulterior motive in
seeking to extend the Exclusive Periods, but rather seek the
extension requested pursuant to this Motion to protect, not
prejudice, the interests of creditors. An extension of the
Exclusive Periods will allow the Debtors to continue their efforts
to maximize estate value while avoiding the expense and distraction
of a competing plan process, which would likely complicate and
increase the costs of administering these Chapter 11 Cases.
Counsel to the Debtors:
Troutman Pepper Hamilton Sanders LLP
David M. Fournier, Esq.
Kenneth A. Listwak, Esq.
Tori L. Remington, Esq.
Hercules Plaza, Suite 5100
1313 N. Market Street, Suite 5100
Wilmington, DE 19801
Telephone: (302) 777-6500
Email: david.fournier@troutman.com
ken.listwak@troutman.com
tori.remington@troutman.com
-and-
Deborah Kovsky-Apap, Esq.
875 Third Avenue
New York, NY 10022
Telephone: (212) 704-6000
Email: deborah.kovsky@troutman.com
About JER Investors Trust
JER Investors Trust Inc. is a specialty finance company quoted on
the Pink Sheets that manages a portfolio of commercial real estate
structured finance products. Its investments include commercial
mortgage backed securities, mezzanine loans and participations in
mortgage loans, and an interest in the US Debt Fund. JER Investors
Trust Inc. is organized and conducts its operations so as to
qualify as a real estate investment trust ("REIT") for federal
income tax purposes. On the Web: http://www.jerinvestorstrust.com/.
JERIT Non-CDO CMBS 1 LLC and affiliate JER Investors Trust Inc.
sought Chapter 11 protection (Bankr. D. Del. Case No. (23-12108 and
23-12109) on Dec. 29, 2023.
The Hon. Thomas M. Horan is the case judge.
The Debtors tapped TROUTMAN PEPPER HAMILTON SANDERS LLP as counsel;
and DUNDON ADVISERS as financial advisor.
JER Investors estimated assets of $10 million to $50 million and
debt of $100 million to $500 million. JERIT Non-CDO estimated
assets of $10 million to $50 million and debt of just under
$50,000.
KINETIC ENTROPY: Unsecureds Will Get 66% of Claims in Plan
----------------------------------------------------------
Kinetic Entropy, LLC, filed with the U.S. Bankruptcy Court for the
Central District of California a Plan of Reorganization for Small
Business dated October 7, 2024.
The Debtor is a single member LLC which owns real property in
Beverly Hills California. The managing member of the Debtor is
Patricia Stewart.
The Debtor owns one parcel of real property located at 2828
Benedict Canyon, Beverly Hills, CA 90210 ("Property"). The Debtor
purchased this property for $2,840,000. The current estimated value
of the Home is approximately $3,500,000 to $4,000,000. The Home is
a single family residence located on 1.6 acres.
The Debtor's business up until 2024 was to rent out the property.
The Debtor fell behind on its obligations owed to the first
mortgage lender over the last 10 months and is now facing
foreclosure. This bankruptcy was filed to stave off the foreclosure
and to reorganize. The current plan to reorganize is to sell off
the property and pay the totality of the obligations while
resolving claims against the first mortgage lender.
This is liquidating Chapter 11 Plan of Reorganization to be funded
with the return from the sale of the Property.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 66 cents on the dollar. This Plan provides for the
payment of administrative and priority claims.
Class 3 are undisputed general unsecured claims. No member in this
class will be paid unless Class 2 claims are paid in their
entirety. The estimated total of claims in this class is
$197,143.05.
This plan proposes to pay 66% and therefore provides a better
return to the unsecured creditor body.
The Debtor is selling the real property located at 2828 Benedict
Canyon Drive, Beverly Hills, CA 90210. For purposes of this Plan,
the value of the property is presumed to be $4,000,000. Costs of
sale are 6% commission to the selling realtor. The Debtor disputes
the value of the claim of the first mortgage holder. Proceeds from
the sale that would be attributable to that claim will be held by
the Subchapter V Trustee until the claim is resolved. The proceeds
of sale at $4,000,000.
A full-text copy of the Plan of Reorganization dated October 7,
2024 is available at https://urlcurt.com/u?l=ehT7tl from
PacerMonitor.com at no charge.
About Kinetic Entropy LLC
Kinetic Entropy LLC is part of the traveler accommodation
industry.
Kinetic Entropy LLC sought relief under Subchapter V of Chapter 11
of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-15376) on
July 8, 2024. In the petition filed by Patricia L. Stewart, as
managing member, the Debtor reports total assets of $4,015,600 and
total liabilities of $2,803,500.
The Honorable Bankruptcy Judge Sheri Bluebond oversees the case.
The Debtor is represented by:
Anerio Ventura Altman, Esq.
LAKE FOREST BANKRUPTCY
P.O. Box 515381
Los Angeles
Tel: (949) 218-2002
Email: avaesq@lakeforestbkoffice.com
KING ESTATES: Hires Gorski & Knowlton as Bankruptcy Counsel
-----------------------------------------------------------
King Estates LLC seeks approval from the U.S. Bankruptcy Court for
the District of New Jersey to hire Gorski & Knowlton PC to handle
its Chapter 11 proceedings.
The hourly rates charged by the firm's attorneys and paralegals
are:
Carol Knowlton $425 per hour
Allen Gorski $425 per hour
Cheryl Gorski $400 per hour
Paralegal $200 per hour
The firm received a retainer in the amount of $10,000, plus $1,738
filing fee.
Carol Knowlton, Esq., an attorney at Gorski & Knowlton, 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:
Carol L. Knowlton, Esq.
GORSKI & KNOWLTON PC
311 Whitehorse Ave, Suite A
Hamilton, NJ 08610
Tel: (609) 964-4000
Fax: (609) 528-0721
E-mail: cknowlton@gorskiknowlton.com
About King Estates LLC
King Estates LLC is the owner of six properties located in New
Jersey having a total current value of $1.88 million.
King Estates LLC sought relief under Subchapter V of Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-20454) on
October 22, 2024. In the petition filed by Donald Hill, as
authorized representative, the Debtor reports total assets of
$1,880,100 and total liabilities of $1,019,965.
The Debtor is represented by Allen I. Gorski, Esq. at GORSKI &
KNOWLTON PC.
LASER INNOVATIONS: Hires Joyce W. Lindauer Attorney as Counsel
--------------------------------------------------------------
Laser Innovations, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Joyce W.
Lindauer Attorney, PLLC as bankruptcy counsel to handle the Chapter
11 proceedings.
The firm will be paid at these rates:
Joyce W. Lindauer $595 per hour
Sydney Ollar, Associate Attorney $350 per hour
Laurance Boyd, Associate Attorney $295 per hour
Dian Gwinnup, Paralegal $250 per hour
The firm was paid a retainer in the amount of $7,500. It will also
be reimbursed for reasonable out-of-pocket expenses incurred.
Joyce W. Lindauer, Esq., a partner at Joyce W. Lindauer Attorney,
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:
Joyce W. Lindauer, Esq.
Joyce W. Lindauer Attorney, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Telephone: (972) 503-4033
Facsimile: (972) 503-4034
About Laser Innovations, Inc.
Laser Innovations Inc., doing business as Innovative Lasers of
Houston, offers a non-invasive weight loss solution that uses
Zerona lasers to help clients lose weight.
Laser Innovations sought relief under Subchapter V of Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 24-34781) on
October 11, 2024, with total assets of $100,000 to $500,000 and
total liabilities of $1 million to $10 million. Laura Alexis, chief
executive officer, signed the petition.
Judge Eduardo V. Rodriguez oversees the case.
The Debtor is represented by Joyce W. Lindauer, Esq., at Joyce W.
Lindauer Attorney, PLLC.
LATHAM GROUP: S&P Alters Outlook to Stable, Affirms 'B+' ICR
------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative on
U.S. -based swimming pool manufacturer Latham Group Inc. At the
same time, S&P affirmed all of its ratings on Latham, including its
'B+' issuer credit rating on the company.
The stable outlook reflects S&P's expectation for Latham to
maintain leverage in the low- to mid-3x area and generate FOCF of
about $30 million a year despite weak new pool demand.
S&P said, "The outlook revision and affirmation reflect our view
that Latham will maintain leverage in line with expectations during
the current cyclical downturn, despite our forecast for continued
weak demand for new pools in 2024 and into 2025. Latham's S&P
Global Ratings-adjusted leverage, pro forma for the acquisition of
CoverStar Central, is approximately 3.4x, down from the peak of
4.1x a year ago. The leverage improvement was the result of debt
repayment, while its S&P Global Ratings-adjusted EBITDA remained
relatively stable. Although revenue declined about 12% over the
same period as new pool demand remains weak, the rate of sales
declines is decreasing, which we view positively because it could
indicate that cycle may be bottoming in the coming quarters. Peak
revenue declines occurred in the September quarter, when its
trailing-12-month sales declined approximately 20% year over
year."
Still, Latham's EBITDA margin improved mostly due to better cost
management given the company's highly variable operating structure.
S&P believes approximately 70% of the company's total costs are
variable related to labor and material costs, which should enable
the company to sustain stable EBITDA until an industry rebound
takes hold.
Latham continued generating positive FOCF. Despite the significant
revenue decline, Latham generated approximately $80 million of FOCF
in 2023, reflecting positive EBITDA and lower working capital
requirements. S&P expects the company will continue to generate $30
million of FOCF a year in this weak demand environment.
S&P said, "Latham prioritized debt repayment during the downturn,
and we now expect capital allocation will return to acquisitions.
The company prepaid approximately $20 million of debt in early
2024. It subsequently acquired CoverStar Central, a U.S.-based pool
covers seller and installer in the third quarter of 2024, funded
with cash flow from operations. Using internally generated cash for
bolt-on acquisitions like CoverStar is consistent with our view
that the company will prioritize operating with leverage in the
mid-3x area and periodically utilize future cash flow generation
for growth investments.
"The stable outlook reflects our expectation for Latham to maintain
leverage in the low- to mid-3x area and generate FOCF of about $30
million a year despite still-weak new pool demand."
S&P could lower its rating on Latham if it expects its S&P Global
Ratings-adjusted debt leverage to increase and be sustained at more
than 4.5x. This could occur if:
-- Its operating performance is weaker than S&P's expectations,
particularly if pool demand is weaker than currently projected,
such that the company cannot manage its operating margins and
continue to generate healthy levels of cash flow; or
-- Latham pursues material leveraging acquisitions or shareholder
returns that result in S&P Global Ratings-adjusted debt to EBITDA
sustained above 4.5x.
S&P could raise its ratings if we expect Latham to sustain leverage
below 3x. This could occur if:
-- The company demonstrates a more conservative financial policy
and manages its S&P Global Ratings-adjusted leverage below 3x; or
-- The company materially expands its geographic or segment
diversity while maintaining prudent risk management and financial
policies.
LEAFBUYER TECHNOLOGIES: Reports $709,430 Net Loss for FY 2024
-------------------------------------------------------------
Leafbuyer Technologies, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$709,430 for the year ended June 30, 2024, compared to a net loss
of $585,211 for the year ended June 30, 2023. During the year ended
June 30, 2024, the Company generated $5,601,357 of revenues,
compared to revenues of $5,090,846 during the year ended June 30,
2023.
Irvine, Calif.-based BCRG Group, the Company's auditor since 2024,
issued a "going concern" qualification in its report dated November
5, 2024, citing that the Company has suffered recurring losses from
operations and has a significant accumulated deficit. In addition,
the Company continues to experience negative cash flows from
operations. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
As of June 30, 2024, Leafbuyer had $165,332 in cash and cash
equivalents and a working capital deficit of $1,836,385. The
Company said, "We are dependent on funds raised through equity
financing. Our cumulative net loss of $25,145,128 was funded by
equity financing and we reported a net loss from operations of
$709,430 for the year ended June 30, 2024"
"Our ability to continue as a going concern is dependent upon our
generating profitable operations in the future and/or obtaining the
necessary financing to meet our obligations and repay our
liabilities arising from normal business operations when they come
due. Management believes that actions presently being taken to
further implement our business plan of expansion of products,
geographical locations we sell our services and deeper market
penetration will generate additional revenues and eventually
positive cash flow and provide opportunity for the Company to
continue as a going concern. While we believe in the viability of
our strategy to generate additional revenues and our ability to
raise additional funds, there can be no assurances to that
effect."
A full-text copy of the Company's Form 10-K is available at:
https://tinyurl.com/2w39kb7j
About Leafbuyer
Greenwood Village, Colo.-based Leafbuyer Technologies, Inc., is a
marketing technology company for the cannabis industry and is an
online cannabis resource. The Company's clients, medical and
recreational dispensaries in legalized cannabis states, along with
cannabis product companies, subscribe to its technology platform to
assist in new customer acquisition. It provides retention tools to
those companies that include texting/loyalty and ordering ahead
technology.
As of June 30, 2024, the Company had $873,694 in total assets,
$2,555,228 in total liabilities, and $1,681,534 in total deficit.
LEGENCE HOLDINGS: S&P Affirms 'B-' ICR on Incremental Debt
----------------------------------------------------------
S&P Global Ratings affirmed its ratings on California-based
commercial heating, ventilation, air-conditioning, and mechanical,
electrical, and plumbing services provider Legence Holdings LLC,
including its 'B-' issuer credit rating and first-lien debt
ratings.
The stable outlook reflects S&P's expectation that the company will
maintain adequate liquidity levels and use its improved scale and
end-market diversification to strengthen its EBITDA margins to
above 10% and lower its S&P Global Ratings-adjusted debt to EBITDA
to the high-6x area in 2025.
S&P said, "The ratings affirmation reflects our expectation that
Legence's strong EBITDA growth prospects will allow it to absorb
the incremental debt. Pro forma for the transaction, the company's
S&P Global Ratings-adjusted leverage increased to 8.1x from 6.9x
for the 12 months ended Sept. 30, 2024. Still, we expect strong
fourth-quarter EBITDA generation, including contributions from
acquisitions and lower one-time costs, will bring leverage back
down to the mid-7x area by the end of the year with additional
deleveraging in 2025.
"Its 2024 revenue and EBITDA generation have exceeded our
expectations to date because Legence has taken advantage of
significant growth opportunities and business prospects related to
industry tailwinds in the sustainability solutions space. The
company's book-to-bill ratio and pipeline have improved throughout
2024, which positions it for strong 2025 revenue growth. It has
also benefited as a service provider to the high-growth data center
market, which will allow the business to continue gaining market
share in the space. In addition, we expect the company to benefit
from a mix shift to higher-margin sustainability solution products,
which we believe will help EBITDA margin expansion above 10% in
2024.
"Legence's cash flow generation growth has lagged leverage
improvement due to significant working capital requirements to
support the company's high revenue growth rate. We forecast modest
FOCF generation, with FOCF to debt of 2%-4% in 2024 and 2025.
"We expect Legence's aggressive financial policy will keep its
leverage elevated. This debt raise represents a shift in the
company's strategy as it will use debt to fund its first dividend
in three years to its private-equity owner, Blackstone. In our
forecast we assume Legence will use all of the debt proceeds and
cash from its balance sheet to fund a $275 million distribution. If
the company takes a smaller dividend and uses the remaining
proceeds towards acquisitions, our leverage forecast would likely
improve from the incremental acquisition EBITDA.
"Since Legence's leveraged buyout by Blackstone in 2020, the
company has used debt solely to help fund its acquisition strategy.
The company completed 20 acquisitions over that time and has grown
revenues to an expected $2.1 billion in 2024 from $605 million in
2020. Given the highly fragmented nature and secular growth trends
in its industry, we anticipate Legence will continue pursuing a
debt-funded acquisition growth strategy, which likely means that
any improvement in its leverage below our 6.5x upgrade threshold
for the rating will be temporary. Still, we recognize that
Legence's recent acquisitions have enhanced its scale and provide
it with entry into new and adjacent end markets. If these trends
continue and the company does not experience any integration
missteps, we could consider reassessing its business risk profile.
"The incoming presidential administration could roll back
provisions of the Inflation Reduction Act (IRA), which provides
funding towards energy transition and energy efficiency projects
for corporations and other entities. We will monitor for any
changes impacting companies that may benefit from the IRA, like
Legence. Our forecast does not consider any material negative
impact at this time.
"The stable outlook reflects our expectation that Legence will
maintain adequate liquidity and use its improved scale and
end-market diversity to strengthen its EBITDA margins to above 10%
in 2024 and 2025.
"We could lower our rating on Legence if we expect sustained FOCF
deficits will weaken its liquidity position or lead us to view its
capital structure as unsustainable absent favorable business
conditions." This could occur if:
-- The company's operating performance deteriorates;
-- It does not successfully integrate its newly acquired
companies;
-- Intense price-based competition leads to a deterioration in its
EBITDA margins; or
-- Management pursues aggressive shareholder returns.
S&P could raise its rating on Legence if it continues to expand by
profitably integrating its acquisitions while reducing its S&P
Global Ratings-adjusted leverage below 6.5x on a sustained basis.
Under this scenario, S&P would expect the company to:
-- Demonstrate a more conservative financial policy by improving
its leverage below 6.5x and refrain from undertaking leveraging
debt-funded acquisitions, dividends, or other shareholder friendly
activities;
-- Maintain S&P Global Ratings-adjusted EBITDA margins in the
low-double-digit percent area; and
-- Sustain FOCF to debt in the mid-single-digit percent range.
LIQUID TECH: Moody's Raises CFR to B2 & Alters Outlook to Stable
----------------------------------------------------------------
Moody's Ratings upgraded the ratings of Liquid Tech Solutions
Holdings, LLC, including the corporate family rating to B2 from B3
and probability of default rating to B2-PD from B3-PD. Further,
Moody's upgraded the rating on the company's senior secured first
lien credit facilities to B2 from B3. The outlook was changed to
stable from positive.
The upgrade reflects Moody’s expectation for ongoing improvement
in Liquid Tech's credit metrics. Despite a challenging freight
environment contributing to lower demand for fuel volume, Liquid
Tech has grown net revenue and expanded earnings by focusing on
more profitable fuel deliveries and driving operational
improvements. As a result, Moody's expect the company will maintain
an EBITDA margin of over 5% (on a gross revenue basis) and
debt/EBITDA below 4.5x. Further, Moody's expect Liquid Tech to
maintain good liquidity with ample cash on hand and solidly
positive free cash flow resulting from sustained working capital
efficiencies.
RATINGS RATIONALE
The ratings reflect Liquid Tech's small scale (on a net revenue
basis), exposure to fluctuating fuel demands of the broader
transportation sector and moderately high financial leverage.
Liquid Tech maintains a strong competitive position as one of the
leading service providers in the highly fragmented mobile
(truck-to-truck) refueling market. The company has a national
footprint across the US serving long-tenured customers in a variety
of end-markets. Softness across the transportation sector for much
of 2024 has modestly decreased demand for fuel volume at Liquid
Tech's customers. Liquid Tech, though, has managed to increase net
revenue during the year through customer site growth and strategic
pricing initiatives. Liquid Tech's proprietary technology suite,
which helps larger fleets track fuel utilization, adds to its value
proposition as an on-site fueling provider.
Moody's expect acquisitions will remain a focus for Liquid Tech.
However, recent acquisition activity has been relatively measured,
with mainly tuck in acquisitions funded through cash flow.
Acquisitions help diversify Liquid Tech's geographic footprint and
scale overhead costs across the company's network. Moody's expect
Liquid Tech to maintain a financial policy that balances the
pursuit of acquisitive growth with modest impact on leverage.
The stable outlook reflects Moody’s expectations that Liquid Tech
will grow net revenue and maintain steady margins such that
debt/EBITDA remains below 4.5x.
Liquid Tech's good liquidity is supported by Moody’s expectation
for an ample cash balance and availability under its $100 million
revolving credit facility. Moody's also expect that Liquid Tech
will be able to sustain its improved working capital efficiencies
such that free cash flow is solidly positive in 2024 and 2025.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded with sustained earnings growth that
results in stronger credit metrics, including an operating margin
around 6% and debt/EBITDA around 4x. A rating upgrade would also
require maintaining a prudent acquisition strategy and good
liquidity, including consistently positive free cash flow.
The ratings could be downgraded with debt financed acquisitions or
shareholder distributions that result in debt/EBITDA sustained
above 5.5x. A material deterioration in business conditions or
liquidity, including increased reliance on the revolver or
declining free cash flow could also result in a downgrade.
The principal methodology used in these ratings was Surface
Transportation and Logistics published in December 2021.
Liquid Tech Solutions Holdings, LLC, is a provider of
truck-to-truck and other mobile refueling solutions to customers in
a variety of end markets in the United States. Net revenue for the
twelve months ending September 2024 was about $326 million. The
company is owned by Lindsay Goldberg, a private equity firm, and
its founding owners.
LJB LLC: Gets OK to Use Cash Collateral Until Dec. 4
----------------------------------------------------
LJB, LLC received interim approval from the U.S. Bankruptcy Court
for the District of Massachusetts to use cash collateral until Dec.
4 to pay its operating expenses.
The interim order signed by Judge Janet Bostwick authorized the
company to use cash collateral to pay up to $6,000 for payroll;
$4,000 for health insurance premiums; $4,100 for insurance; $1,500
for maintenance expenses; and $1,000 for utilities expenses.
As adequate protection for any diminution in the value of their
collateral, secured creditors were granted replacement liens on
LJB's post-petition assets with the same priority as their
pre-bankruptcy liens.
The next hearing is scheduled for Dec. 3. Objections are due by
Nov. 29.
About LJB LLC
LJB LLC sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Mass. Case No. 24-12236) on November 7, 2024, with
$1 million to $10 million in both assets and liabilities. Kenneth
L. Brown, manager, signed the petition.
Judge: Janet E Bostwick oversees the case.
Gary W. Cruickshank, Esq., represents the Debtor as legal counsel.
LL&L REAL ESTATE: Unsecureds to be Paid in Full in Plan
-------------------------------------------------------
LL&L Real Estate Development LLC filed with the U.S. Bankruptcy
Court for the Eastern District of New York a Disclosure Statement
in respect to Chapter 11 Plan of Reorganization dated October 5,
2024.
The debtor was formed on March 31, 2014 for the purpose of
purchasing real estate, and selling same for a profit. Principals
Lloyd Babb and Lisa Christmas each own a 50% interest in the
debtor.
In October 2018, the debtor purchased 154 Huntington Street,
Brooklyn, New York (the "Property"). Pursuant to this purchase, the
debtor executed a note in which it agreed to repay Pepe/Berard
Capital LLC the sum of $1,393,000.00 plus interest. It was a short
term note which matured on or about May 2020, less than two years
after it was signed.
Babb planned to commence renovations immediately after the purchase
of the Property. Since the debtor does not have any have any
tenants residing at the Property, and brings in no income, Babb is
funding the renovation of the Property, and paying all other
expenses associated therewith.
The Debtor will fund the Plan with capital which Babb will loan to
the debtor if the Court grants the debtor's motion to incur
unsecured debt, as well as the proceeds which will be derived from
the sale of 154 Huntington Street, Brooklyn, New York. On August 9,
2024, Babb obtained an appraisal from Accurate Valuation Services,
which was filed on the debtor's bankruptcy docket. The appraisal
indicates that the "as is/unimproved" value of the Property is
$2,408,000.00. The appraisal further indicates that, once Babb
completes the renovations, the "as improved" value of the property
will be $3,100,000.00, which will be more than sufficient to pay
off Wilmington's claim, as well as all other creditors who have
filed claims in the instant chapter 11 bankruptcy case.
Class 2 shall consist of those creditors holding Unsecured Claims
to the extent that such Claims are allowed by the Court. Three
unsecured claims were filed. The Internal Revenue Service filed an
unsecured proof of claim for $6,000.00. Consolidated Edison Company
of New York filed an unsecured proof of claim in the sum of
$6,471.46. The New York State Department of Taxation and Finance
filled a proof of claim for $120.04, of which $65.00 is priority,
and $55.04 is unsecured. These claims will be paid in full on the
effective date.
Class 3 shall consist of the of the Equity Security Holders of the
Debtor whose interest will not be impaired or diluted. The Debtor's
principal is Lloyd Babb. He has acceded to the Plan and shall
retain his interest in the Reorganized Debtor.
A full-text copy of the Disclosure Statement dated October 5, 2024
is available at https://urlcurt.com/u?l=nLKiSV from
PacerMonitor.com at no charge.
About LL&L Real Estate Development
LL&L Real Estate Development LLC is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section 101(51B)).
LL&L Real Estate Development LLC sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-42831) on
July 9, 2024. In the petition filed by Lloyd Babb, as president,
the Debtor reports total assets of $2,401,000 and total liabilities
of $2,389,000.
The Honorable Bankruptcy Judge Jil Mazer-Marino oversees the case
oversees the case.
The Debtor is represented by:
Robert Nadel, Esq.
ROBERT NADEL ESQ
68 South Service Road, Suite 100
Melville, NY 11747
Tel: 631-742-3435
E-mail: nadelaw@optonline.net
LOUISIANA APPLE: Hires Akerman LLP as General Bankruptcy Counsel
----------------------------------------------------------------
Louisiana Apple, LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Akerman LLP as general bankruptcy counsel.
The firm will provide these services:
a. advise the Debtors with respect to their powers and duties
as debtors and debtors-in-possession in the continued management
and operation of their business;
b. attend meetings and negotiate with representatives of
creditors and other parties-in-interest and advise and consult on
the conduct of the case, including all of the legal and
administrative requirements of operating in Chapter 11;
c. advise the Debtors on matters relating to the evaluation of
the assumption, rejection or assignment of executory contracts;
d. provide advice to the Debtors with respect to legal issues
arising in or relating to the Debtors' ordinary course of business
including attendance at meetings with the Debtors' financial and
turnaround advisors;
e. take all necessary action to protect and preserve the
Debtors' estates, including the prosecution of actions on Debtors
behalf, the defense of any actions commenced against the estates,
negotiations concerning all litigation in which the Debtors may be
involved and objections to claims filed against the estates;
f. prepare on behalf of the Debtors all motions, applications,
answers, orders, reports and papers necessary to the administration
of the estates;
g. negotiate and prepare on the Debtors behalf a plan of
reorganization, disclosure statement and all related agreements
and/or documents, and take any necessary action on behalf of the
Debtors to obtain confirmation of such plan;
h. attend meetings with third parties and participate in
negotiations with respect to the above matters;
i. appear before this Court, any appellate courts, and the
U.S. Trustee, and protect the interests of the Debtors' estates
before such courts and the U.S. Trustee; and
j. perform all other necessary legal services and provide all
other necessary legal advice to the Debtors in connection with
these Chapter 11 cases.
The firm will be paid $400 to $1,730 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Eyal Berger, Esq., a partner at Akerman 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:
Eyal Berger, Esq.
Akerman LLP
201 East Las Olas Boulevard, Suite 1800
Fort Lauderdale, FL 33301
Tel: (954) 463-2700
Fax: (954) 463-2224
Email: eyal.berger@akerman.com
About Louisiana Apple
Louisiana Apple, LLC filed Chapter 11 petition (Bankr. S.D. Fla.
Case No. 24-20336) on October 4, 2024, with as much as $50,000 in
both assets and liabilities.
Judge Robert A. Mark oversees the case.
Eyal Berger, Esq., at Akerman, LLP and Yip Associates serve as the
Debtor's legal counsel and accountant, respectively.
LPG 405 ALBERTO: Seeks to Tap Menlo Law Group as Special Counsel
----------------------------------------------------------------
LPG 405 Alberto Way Residential LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of California to hire
Menlo Law Group, PC as special litigation and corporate counsel.
The firm will render these services:
a) defense of the litigation commenced pre-petition on June
21, 2024, against Debtor and others for breach of contract styled
RS Lending, Inc. et al. v. Lamb Partners, LLC et al. pending in the
Superior Court of the State of California, County of Santa Clara as
case number 24CV441663;
b) defense of the litigation commenced post-petition on
October 14, 2024, against non-debtor entities seeking to foreclose
on Debtor's real property styled Hillhouse Commercial Construction
Company, Inc. v. LPA Acquisitions, LLC et al., pending in the
Superior Court as case number 24CV449454;
c) advise and assist the Debtor regarding general business
matters, and assist bankruptcy counsel as reasonable and
appropriate;
d) prosecute other adversaries that may be filed by Debtor in
the Bankruptcy Case; and
e) corporate counsel matters to which MLG has specialized
knowledge and experience arising from its prior representation of
Debtor.
The firm's billing rates currently are $580 to $750 for partners.
Jennifer Hagan is the attorney primarily handling this
representation and her hourly rate is $580.
Jennifer Hagan, Esq., a partner at Menlo Law Group, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jennifer Hagan, Esq.
Menlo Law Group PC
535 Middlefield Road, Suite 190
Menlo Park, CA 94025
Office: (650) 322-8498
Mobile: (650) 533-3111
Email: jhagan@haganlaw.com
About LPG 405 Alberto Way Residential
LPG 405 Alberto Way Residential LLC is engaged in activities
related to real estate.
LPG 405 Alberto Way Residential LLC sought relief under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-51531) on Oct.
9, 2024. In the petition filed by Randolph F. Lamb, Managing
Member of
Lamb Partners, LLC, Managing Member of the Debtor, the Debtor
estimated assets and liabilities between $10 million and $50
million each.
The Debtor is represented by William M. Noall, Esq. at GARMAN
TURNER GORDON LLP.
LPG 405 ALBERTO: Taps Garman Turner Gordon as Bankruptcy Counsel
----------------------------------------------------------------
LPG 405 Alberto Way Residential LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of California to hire
Garman Turner Gordon LLP as general bankruptcy counsel.
The firm will provide these services:
a. prepare on behalf of the Debtor, as debtor-in-possession,
all necessary or appropriate motions, applications, answers,
orders, reports, and other papers in connection with the
administration of Debtor's estate;
b. take all necessary or appropriate actions in connection
with a plan or plans of reorganization and all related documents,
and such further actions as may be required in connection with the
administration of Debtor's estate;
c. take all necessary actions to protect and preserve the
Debtor's estate, the prosecution of actions on Debtor's behalf, the
defense of actions commenced against the Debtor, the negotiation of
disputes in which Debtor is involved, and the preparation of
objections to claims filed against Debtor's estate; and
d. perform all other necessary legal services in connection
with the prosecution of Debtor's Chapter 11 Case.
The firm will be paid at these rates:
Paraprofessionals $100 to $375 per hour
Associates $350 to $505 per hour
Partners $475 to $965 per hour
Talitha Gray Kozlowski, Esq. $650 per hour
Garman Turner Gordon received a pre-petition retainer in the amount
of $89,832.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Talitha Gray Kozlowski, Esq., a partner at Garman Turner Gordon
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:
Talitha Gray Kozlowski, Esq.
Garman Turner Gordon LLP
7251 Amigo Street, Suite 210
Las Vegas, NV 89119
Tel: (725) 777-3000
Email: tgray@gtg.legal
About LPG 405 Alberto Way Residential
LPG 405 Alberto Way Residential LLC is engaged in activities
related to real estate.
LPG 405 Alberto Way Residential LLC sought relief under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-51531) on Oct.
9, 2024. In the petition filed by Randolph F. Lamb, Managing Member
of Lamb Partners, LLC, Managing Member of the Debtor, the Debtor
estimated assets and liabilities between $10 million and $50
million each.
The Debtor is represented by William M. Noall, Esq. at GARMAN
TURNER GORDON LLP.
LUMEN TECHNOLOGIES: Net Loss Widens to $148 Million in Fiscal Q3
----------------------------------------------------------------
Lumen Technologies, Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $148 million on $3.2 billion in operating revenue for
the three months ended September 30, 2024, compared to a net loss
of $78 million on $3.6 billion in operating revenue for the three
months ended September 30, 2023.
For the nine months ended September 30, 2024, the Company reported
a net loss of $140 million on $9.8 billion in operating revenues,
compared to a net loss of $8.3 billion on $11 billion in operating
revenues for the same period in 2023.
As of September 30, 2024, the Company had $34 billion in total
assets, $33.6 billion in total liabilities, $3.9 billion in total
current liabilities, $18.1 billion in long-term debt, $11.6 billion
in total deferred credits and other liabilities, and $342 million
in total stockholders' equity.
Management Commentary
"The largest technology companies in the world are choosing Lumen
to help build the backbone for the AI economy. What's more,
enterprises are recognizing that every AI strategy needs a network
strategy, and they're coming to Lumen for help," said Kate Johnson,
president and CEO of Lumen Technologies. "We continue to transform
Lumen's business while also leading a once in a generation
expansion of the internet."
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/5h2jf68s
About Lumen Technologies
Headquartered in Monroe, Louisiana, Lumen Technologies, Inc. --
lumen.com -- is a facilities-based technology and communications
company that provides a broad array of integrated products and
services to its domestic and global business customers and its
domestic mass markets customers. The Company's platform empowers
its customers to swiftly adjust digital programs to meet immediate
demands, create efficiencies, accelerate market access, and reduce
costs, which allows its customers to rapidly evolve their IT
programs to address dynamic changes.
Lumen reported a net loss of $10.30 billion in 2023 following a net
loss of $1.55 billion in 2022.
* * *
In October 2024, S&P Global Ratings raised the issuer-credit rating
on U.S.-based telecommunications service provider Lumen
Technologies Inc. to 'CCC+' from 'SD' (selective default). S&P
said, "We also assigned a 'CCC+' issue-level rating and '3′
recovery rating to Level 3′s senior secured second-lien notes due
2032 and lowered the issue-level rating on the existing Level 3
second-lien notes to 'CCC+'. The '3′ recovery rating indicates
our expectation for meaningful (50%-70%; rounded estimate: 60%)
recovery in the event of payment default.
"At the same time, we assigned a 'B' issue-level rating and '1′
recovery rating to Lumen's 10% super-priority second-out notes due
2032. The recovery rating indicates our expectation for very high
(90%-100%; rounded estimate: 95%) recovery in the event of payment
default.
"The developing outlook reflects that we could raise the rating on
Lumen if it successfully executes on its network and IT systems
integration project while building customer networks for Microsoft
and other hyperscalers with upfront cash payments such that
earnings grow and leverage declines. Conversely, we could lower the
rating if Lumen announces another exchange transaction or liquidity
deteriorates because of execution missteps."
MAGLEV ENERGY: Seeks to Hire Blachard Law P.A. as Attorney
----------------------------------------------------------
Maglev Energy, Inc. seeks approval from the U.S. Bankruptcy Court
for the Middle District of Florida to employ Blachard Law, P.A. as
attorney.
The firm will provide these services:
a. give the Debtor legal advice with respect to its powers and
duties as Debtor and as Debtor-in-Possession in the continued
operation of its business and management of its property; if
appropriate.
b. prepare, on the behalf of your applicant, necessary
applications, answers, orders, reports, complaints, and other legal
papers and appear at hearings thereon; and
c. perform all other legal services for Debtor as
Debtor-in-Possession which may be necessary herein, and it is
necessary for Debtor as Debtor-in-Possession to employ this
attorney for such professional services.
The firm will be paid at these rates:
Jake Blanchard $350 per hour
Associate Attorney $300 per hour
Paralegal $100 per hour
The firm will be paid a retainer in the amount of $16,738.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jake Blanchard, a partner at Blachard Law, P.A., disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Jake Blanchard, Esq.
Blachard Law, P.A.
8221 49th Street North
Pinellas Park, FL 33781
Tel: (727) 531-7068
Fax: (727) 535-2086
Email: jake@jakeblanchardlaw.com
About Maglev Energy, Inc.
Maglev engineers motor and generator technology including permanent
magnet alternator, vertical wind turbine, and auxiliary power
unit.
Maglev Energy, Inc. in Seminole, FL, sought relief under Chapter 11
of the Bankruptcy Code filed its voluntary petition for Chapter 11
protection (Bankr. M.D. Fla. Case No. 24-06552) on, listing
$241,312 in assets and $2,384,522 in liabilities. Jon Harms as
executive vice president, signed the petition.
Judge Catherine Peek Mcewen oversees the case.
BLANCHARD LAW, P.A. serve as the Debtor's legal counsel.
MATTR CORP: S&P Alters Outlook to Negative, Affirms 'BB-' LT ICR
----------------------------------------------------------------
S&P Global Ratings revised its rating outlook on Mattr Corp. to
negative from positive and affirmed its 'BB-' long-term issuer
credit rating on the company.
At the same time, S&P placed its issue-level rating on Mattr's
unsecured notes on CreditWatch with positive implications to
reflect its view that recovery prospects for unsecured claims are
likely to improve once the AmerCable acquisition closes.
The negative outlook on Mattr reflects our expectation for pro
forma adjusted debt to EBITDA to be well above 3.5x in the near
term, which, if sustained, could lead to a downgrade.
Mattr Corp. recently announced that it had entered into a
definitive agreement to acquire U.S.-based AmerCable Inc. for about
C$390 million that we assume will be funded primarily with debt. In
addition to higher debt from the acquisition, earnings within
Mattr's Flexpipe business have been trending weaker than S&P had
expected owing to slower North American onshore drilling activity.
Higher debt leverage from the AmerCable acquisition increases
financial risk in the near term. Mattr recently announced that it
entered into an agreement to acquire U.S.-based wire and cable
manufacturer AmerCable from Nexans for US$280 million (about C$390
million). S&P said, "We expect the acquisition will close in early
2025 and for Mattr to draw on its revolving credit facility to fund
about C$300 million of the purchase price, with the remainder
funded with cash on hand. The increase in debt, along with our
estimate that AmerCable will contribute annual EBITDA of C$75
million–C$80 million, should result in pro forma adjusted debt to
EBITDA above 3.5x through the first half of 2025. While we expect
leverage to decline to the low-3x area by the end of 2025 (a level
we view as commensurate with the rating), the negative outlook
incorporates our view of the risk to our earnings estimates for
next year that assumes some recovery in Mattr's Flexpipe business,
which has been challenged of late by weak North American onshore
drilling activity. AmerCable manufactures wires and cables with
facilities in Arkansas and Texas. In our view, it is a good
strategic fit because it is closely aligned with Mattr's Shawflex
business and would augment its existing product and service
offering, expand its presence in the growing U.S. market, and
diversify its end market exposure. We also estimate that
AmerCable's EBITDA margins will be about 20%, which would be
accretive to Mattr's profitability on a consolidated basis and
provide a platform for further potential growth for the company
within industrial connection technologies."
S&P said, "EBITDA has been trending lower than we had expected
owing to a slowdown in onshore oilfield activity and, to a lesser
extent, electric vehicle (EV) program delays that could persist. We
revised down our adjusted EBITDA forecast for this year to about
C$90 million from C$140 million earlier this year. This follows
weaker third quarter results than we had anticipated and our view
that demand headwinds will persist in the near-term. Mattr's oil
and gas customers, particularly U.S. natural-gas-focused producers,
have pared back capital spending in the face of a weaker pricing
environment. In our view, onshore oilfield activity is likely to
remain muted and continue to pressure demand and profitability
within Mattr's Flexpipe business, where we see the steepest drop in
earnings this year. In addition, slower EV adoption rates have led
to a strategic shift by some original equipment manufacturers
(OEMs), particularly in North America, to delay EV programs,
thereby reducing demand for connection technologies (about 37% of
fiscal 2023 revenue) offered through Mattr's Shawflex business
unit. The lower EBITDA we forecast in 2025 also incorporates higher
anticipated costs in the fourth quarter associated with the
company's Modernization, Expansion, and Optimization (MEO)
initiatives. That said, we expect EBITDA will increase meaningfully
next year with the addition of AmerCable, which we assume will add
about C$75 million of EBITDA at about a 20% margin, and for there
to be modest recovery in its Flexpipe and Shawflex business units,
which should facilitate deleveraging."
"We placed our rating on Mattr's unsecured notes on CreditWatch
with positive implications, pending completion of the AmerCable
acquisition. Our CreditWatch placement reflects the likelihood that
we will revise higher our recovery estimates for unsecured claims
upon closing of the AmerCable acquisition. In our view, the
acquisition would increase Mattr's enterprise value in our
hypothetical default scenario from our current estimates. This,
combined with our other assumptions, including that the company's
revolving credit facility would be 85% drawn at default, is likely
to result in an estimated recovery for unsecured claims at or above
30%, which would result in a one notch upgrade to the notes. We
expect to resolve the CreditWatch placement in early 2025 following
completion of the acquisition.
"The negative outlook on Mattr reflects our expectation for pro
forma adjusted debt to EBITDA to be well above 3.5x in the near
term, which, if sustained, could lead to a downgrade. While we
assume meaningful deleveraging over the next couple of years,
weaker demand of late in Mattr's Flexpipe business and the outsized
impact it has had on earnings leads us to see more downside risk to
our forecast, particularly if North American onshore drilling
activity remains weak and is met with other industry headwinds or
operational challenges.
"We could lower our issuer credit rating on Mattr within the next
12 months if we expect adjusted debt to EBITDA to be in the high-3x
area on a sustained basis. This could result from prolonged
weakness in onshore oilfield activity or other industry headwinds
that reduce demand for Mattr's other products and services. It
could also occur if operational or integration challenges following
the acquisition of AmerCable lead to meaningfully weaker earnings
and cash flow generation than we anticipate.
"We could revise the outlook to stable within the next 12 months if
financial results trend roughly in line with or better than our
estimates, supporting our expectation for adjusted debt to EBITDA
to return to and be sustained below 3.5x. In this scenario, we
would likely expect the company to make progress on its initiatives
to improve margins and for macroeconomic conditions within its core
end markets to improve."
MCR HEALTH: Gets Interim OK to Use Cash Collateral Until Dec. 5
---------------------------------------------------------------
MCR Health, Inc. received interim approval from the U.S. Bankruptcy
Court for the Middle District of Florida, Tampa Division, to use
cash collateral until Dec. 5.
MCR Health requires the use of cash collateral for operational
funding needs and administrative expenses.
ServisFirst Bank, a secured creditor, has a lien on substantially
all of MCR Health's assets, including assets valued at
approximately $60 million. MCR Health owes ServisFirst Bank
approximately $11.89 million.
As adequate protection, ServisFirst Bank will be granted a
replacement lien on post-petition cash collateral to the same
extent and with the same validity and priority as its
pre-bankruptcy lien.
About MCR Health Inc.
MCR Health, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-06604) on November 8,
2024, with $10 million to $50 million in both assets and
liabilities. Mary Ruiz, board chair, signed the petition.
Judge Roberta A. Colton oversees the case.
Steven M. Berman, Esq., at Shumaker, Loop & Kendrick, LLP,
represents the Debtor as legal counsel.
MEDLIN EXPEDITED: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Medlin Expedited + Leasing, LLC
d/b/a Medlin Expedited & Leasing
7415 Lena Lane
Knoxville, TN 03793-8000
Business Description: The Debtor is part of the general freight
trucking industry.
Chapter 11 Petition Date: November 15, 2024
Court: United States Bankruptcy Court
Eastern District of Tennessee
Case No.: 24-32009
Judge: Hon. Suzanne H Bauknight
Debtor's Counsel: Thomas H. Dickenson, Esq.
HODGES, DOUGHTY & CARSON, PLLC
P.O. Box 869
Knoxville, TN 37901-0869
Tel: 865-292-2307
Fax: 865-292-2321
Email: tdickenson@hdclaw.com
Total Assets: $895,225
Total Liabilities: $1,607,849
The petition was signed by Susan Medlin as chief manager.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/RBRBKSA/Medlin_Expedited__Leasing_LLC__tnebke-24-32009__0003.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/QY65XSI/Medlin_Expedited__Leasing_LLC__tnebke-24-32009__0001.0.pdf?mcid=tGE4TAMA
MFT RESOURCES: Committee Taps H. Kent Aguillard as Legal Counsel
----------------------------------------------------------------
The official committee of unsecured creditors of MFT Resources,
LLC, f/k/a Master Flow Technologies, LLC, seeks approval from the
U.S. Bankruptcy Court for the Western District of Louisiana to
employ H. Kent Aguillard, Attorney at Law as its legal counsel.
The representation of the Committee will include all matters
related to these Chapter 11 consolidated cases, examining claims
and objecting thereto if advisable, advising the Committee of its
authority and the limits thereof, attending meetings, assisting and
representing the Committee in engaging is actions (by way of
example) those enumerated in 11 U.S.C. Sec. 704 and 1103, studying
any disclosure statements and plans offered by any party,
interfacing with the UST, litigation as necessary, investigating
past acts and omissions of the Debtors and any affiliates or
insiders, and to perform such duties as competent bankruptcy
counsel should perform.
The firm's rates for attorneys range from $300 an hour to $550 an
hour.
The firm's attorneys, H. Kent Aguillard, Esq., and Caleb Aguillard,
Esq., charge $490 per hour and $350 per hour, respectively.
The firm received from the Debtor an initial retainer of $25,000.
Mr. Aguillard 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.
H. Kent Aguillard can be reached at:
H. Kent Aguillard, Esq.
Caleb K. Aguillard,Esq.
H. Kent Aguillard, Attorney at Law
P.O. Drawer 391
Eunice, LA 70535
Tel: (337) 457-9331
Fax: (337) 457-2917
Email: kent@aguillardlaw.com
caleb@aguillardlaw.com
About MFT Resources, LLC
f/k/a Master Flow Technologies, LLC
MFT Resources, LLC f/k/a Master Flow Technologies, LLC in
Natchitoches LA, sought relief under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. La. Case No. 24-80523) on Aug. 27, 2024, listing
as much as $1 million to $10 million in both assets and
liabilities. Waylon R. White as managing member, signed the
petition.
Judge Stephen D Wheelis oversees the case.
THOMAS R. WILLSON serve as the Debtor's legal counsel.
MLJ COMPANIES: Seeks to Hire Conway Law Group PC as Counsel
-----------------------------------------------------------
The MLJ Companies LLC seeks approval from the U.S. Bankruptcy Court
for the Western District of Virginia to hire Conway Law Group PC as
counsel.
The firm's services include:
(a) advising the Debtor with respect to its powers and duties
in the continued management and operation of its assets;
(b) advising and consulting on the conduct of the Debtor's
Chapter 11 case, including all of the legal requirements of
operating in Chapter 11;
(c) attending meetings and negotiating with representatives of
the Debtor's creditors and other parties in interest;
(d) taking all necessary action to protect and preserve the
Debtor's estate, including prosecuting actions on the Debtor's
behalf, defending any actions commenced against the Debtor, and
representing the Debtor's interests in negotiations concerning all
litigation in which the Debtor is involved, including objections to
claims filed against the estate;
(e) preparing legal papers;
(f) advising the Debtor in connection with any potential sale
of its assets;
(g) appearing before the court;
(h) taking any necessary action to negotiate, prepare and
obtain approval of the Debtor's Chapter 11 plan; and
(i) performing all other necessary legal services.
The firm will charge these hourly fees:
Martin Conway, Esq. $550
Other Attorneys $550
Paralegals $200
As disclosed in court filings, Conway Law Group is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Kimberly A. Kalisz, Esq.
CONWAY LAW GROUP, PC
1320 Central Park Blvd, #200
Fredericksburg, VA 2401
Telephone: (855) 848-3011
Facsimile: (571) 285-3334
E-mail: kimberly@conwaylegal.com
About The MLJ Companies LLC
The MLJ Companies LLC sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Va. Case No. 24-61250) on Nov.
7, 2024, listing $100,001 to $500,000 in both assets and
liabilities. Kimberly Kalisz, Esq. at Conway Law Group PC
represents the Debtor as counsel.
MONTGOMERY TREE: Seeks to Extend Plan Exclusivity to Dec. 28
------------------------------------------------------------
Montgomery Tree Farms Of Texas Ltd. asked the U.S. Bankruptcy Court
for the Eastern District of Texas to extend its exclusivity periods
to file a plan of reorganization and obtain acceptance thereof to
December 28, 2024 and February 26, 2025, respectively.
The Debtor owns and operates a tree farm on 122 acres of land in
Collin County located at SWQ West Bethany and Alma Drive in Allen,
Texas.
The Debtor has appraisals for the real property placing a market
value of $22,350,000 for the land and another appraisal of
$10,600,000 for the 28,384 harvestable trees planted on the
property. The harvest season for trees in North Texas is November
through March.
The Debtor claims that once the issue of whether the Property will
be sold by the Debtor or the Debtor harvests its tree crop in order
to service its debt is determined, the Debtor believes that it will
be able to confirm a feasible chapter 11 plan of reorganization
within the extended Exclusivity Periods sought by this Motion.
Accordingly, the Debtor's efforts during the short time since the
Petition Date establish that "cause" exists for the Court to grant
the relief requested.
The Debtor asserts that its motives in this case are proper.
Granting the requested extension of the Exclusivity Periods in this
instance would not give the Debtor any unfair bargaining leverage
over its creditors, nor will it prejudice any creditors or parties
in interest.
On the contrary, the extensions requested herein will allow the
Debtor and parties in interest additional time to negotiate and
prosecute a chapter 11 plan to a successful conclusion. Therefore,
extending the Exclusivity Periods as requested herein would fulfill
the very purpose of Bankruptcy Code Section 1121, to provide the
Debtor with a reasonable opportunity to negotiate with creditors
and other parties in interest and propose a confirmable chapter 11
plan.
Montgomery Tree Farms of Texas Ltd. is represented by:
John Paul Stanford, Esq.
Quilling, Selander, Lownds, Winslett & Moser, P.C.
2001 Bryan Street, Suite 1800
Dallas, TX 75201
Tel: (214) 880-1851
Fax: (214) 871-2111 (Fax)
Email: jstanford@qslwm.com
About Montgomery Tree Farms Of Texas Ltd.
Montgomery Tree Farms of Texas Ltd. operates in the agriculture
industry.
Montgomery Tree Farms of Texas sought relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No.
24-41560) on July 1, 2024. In the petition filed by Philip
Williams, managing member of General Partner of Montgomery Tree
Farms, the Debtor estimated assets and liabilities between $1
million and $10 million.
The Debtor is represented by John Paul Stanford, Esq. at QUILLING,
SELANDER, LOWNDS, WINSLETT & MOSER, P.C.
MOUGIANIS INDUSTRIES: Unsecureds Will Get 100% in Plan
------------------------------------------------------
Mougianis Industries, Inc., filed with the U.S. Bankruptcy Court
for the Northern District of West Virginia a Subchapter V Plan of
Reorganization dated October 7, 2024.
The Debtor is a cleaning company that specializes in acoustic
ceiling cleaning. This is a method to clean the ceilings of large
"big box" stores in a safe manner. The company has been operational
for 37 years.
The primary driving force behind the bankruptcy filing is due to
the hyper-concentration of its customer base; for many years,
Target Corporation has been the primary customer of Industries'
operations, at the request of Target. Due to a corporate change in
Target's business plans, they are pausing all ceiling cleaning for
2024, with plans to resume in 2025.
Industries is seeking new customers for 2024 as it anticipates a
return to normal operations in 2025. There are over 90 stores on
the schedule for 2025 which will bring gross revenue of over
$1,300,000.00; this number will increase in the following years.
Industries is an S-Corp and its shareholders are Anthony Mougianis,
President and CEO, and Tara Mougianis. Industries has some real
estate assets and has vehicles and trailers for transporting
equipment and supplies. The debts are primarily priority and
unsecured debts, with some secured debts.
In order to avoid the necessity of any adversary proceedings to
recover preferential transfers or possible fraudulent conveyances,
the Debtor is proposing a plan in which it will pay its unsecured
creditors in full at 100 percent.
The length of the Plan s 60 months with Total Estimated Plan
Payments of $672,000.00.
Allowed non-priority claims that are not separately classified will
be paid pro rata. Payment of any dividend will depend on the amount
of allowed secured and priority claims, payments to separately
designated classes, and the total amount of all allowed unsecured
claims. No payment will be made on non-priority unsecured claims
until unsecured priority claims are paid in full.
The value as of the Effective Date of the Plan of property to be
distributed in the Plan on account of each allowed unsecured claim
is not less than the amount that would be paid on such claim if the
estate of the Debtor was liquidated in Chapter 7 of the Bankruptcy
Code on that date.
The allowed unsecured claims total $222,407.28. Non-Priority
Unsecured Claims will receive a distribution of 100% of their
allowed claims.
The Debtor shall submit all or such portion of the future income or
other future income of the Debtor to the Plan as is necessary for
the execution of the Plan.
The Debtor will continue to be in possession of the estate and to
continue operations with the same management structure as existed
before this bankruptcy case was filed.
A full-text copy of the Subchapter V Plan dated October 7, 2024 is
available at https://urlcurt.com/u?l=m0BNow from PacerMonitor.com
at no charge.
Mougianis Industries, Inc., is represented by:
Kelly Gene Kotur, Esq.
Davis & Kotur Law Office CO. LPA
407-A Howard Street
Bridgeport, OH 43912
Tel: (740) 635-1217
Fax: (740) 633-9843
Email: kellykotur@davisandkotur.com
About Mougianis Industries
Mougianis Industries, Inc., is a cleaning company that specializes
in acoustic ceiling cleaning.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. N.D.
W.Va. Case No. 24-00267) on May 28, 2024, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by DAVIS & KOTUR LAW OFFICE CO. LPA.
NEX SJ LLC: Seeks Court Nod to Use Cash Collateral
--------------------------------------------------
NEX SJ, LLC asked the U.S. Bankruptcy Court for the Northern
District of California, San Jose Division, for authority to use the
cash collateral of its secured creditors.
The company requires the immediate use of cash on hand and other
income generated from its commercial activities to pay operating
expenses pending confirmation of a Chapter 11 plan.
NEX SJ proposed to grant its secured creditor, CLNC Fair Jose
Finance, LLC, a replacement lien on its personal property and the
proceeds thereof, to the same extent and with the same priority and
validity as the secured creditor's pre-bankruptcy lien.
The company also proposed to make monthly payments of $600,00 to
CLNC as adequate protection.
Any diminution in the value of CLNC's collateral will entitle the
secured creditor to a superpriority claim.
Meanwhile, each junior secured creditor will be granted a
replacement lien, monthly payments, and certain statements and
reports.
About NEX SJ LLC
NEX SJ LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Calif. Case No. 24-51683) on November
5, 2024. In the petition signed by Sam Hirbod, authorized officer,
the Debtor disclosed up to $50 million in both assets and
liabilities.
James E. Till, Esq., at Till Law Group, represents the Debtor as
legal counsel.
NO2SAC TRANSPORTATION: Hires Patrick J. Gros CPA as Accountant
--------------------------------------------------------------
No2sac Transportation, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Louisiana to employ Patrick J.
Gros, CPA as accountant.
The firm will prepare tax returns, monthly operating reports, and
to assist Debtor in determining feasibility of the plan of
reorganization during the pendency on an hourly fee basis.
Patrick J. Gros, CPA will be paid at these rates:
Patrick J. Gros, CPA $275 per hour
Gabriella Gondolfi, Assistant $150 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Patrick J. Gros, CPA, a President at Patrick J. Gros, CPA,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Patrick J. Gros
Patrick J. Gros, CPA
651 River Hignlands Boulevard
Covington, LA 70433
Tel: (985) 898-3512
Email: info@PJGrosCPA.com
About No2sac Transportation, LLC
No2Sac Transportation, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No.
24-12136) on Oct. 30, 2024, listing $500,001 to $1 million in both
assets and liabilities.
Judge Meredith S Grabill presides over the case.
Eric J. Derbes, Esq. at The Derbes Law Firm, LLC represents the
Debtor as counsel.
NORDICUS PARTNERS: Alteral Holds 25.75% Stake After Orocidin Deal
-----------------------------------------------------------------
Alteral Therapeutics ApS disclosed in a Schedule 13D/A filed with
the U.S. Securities and Exchange Commission that as of May 14,
2024, it beneficially owned 12,652,279 shares of Nordicus Partners
Corporation's common stock, representing 25.75% of the shares
outstanding. All share and per-share amounts in this Schedule
reflect a 1-for-50 reverse stock split effectuated on March 8,
2022.
On May 13, 2024, the Company and certain shareholders of Orocidin
A/S, a Danish stock corporation, entered into a Stock Purchase and
Sale Agreement, under which the Sellers sold to the Company 525,597
shares of the capital stock of Orocidin, representing 95% of
Orocidin's outstanding shares of capital stock. In exchange, the
Company issued 38,000,000 restricted shares of its common stock to
the Sellers. The transaction was consummated on May 13, 2024. In
that transaction, the Reporting Person sold 175,000 Orocidin shares
and received in exchange therefor 12,652,279 Company Shares.
The purpose of all of these transactions was to make a long-term
investment in the Company.
A full-text copy of Alteral Therapeutics' SEC Report is available
at:
https://tinyurl.com/2muv3f26
About Nordicus Partners
Headquartered in Beverly Hills, Calif., Nordicus Partners
Corporation is a financial consulting company specializing in
providing Nordic companies with the best possible conditions to
establish themselves in the U.S. market. The Company leverages
management's combined 90+ years of experience in the corporate
sector, serving in various capacities both domestically and
globally. Additionally, Nordicus operates as a business incubator,
offering support resources and services such as office space, legal
and accounting services, and marketing expertise to facilitate a
smooth transition for companies entering the U.S. marketplace.
Spokane, Washington-based Fruci & Associates II, PLLC, the
Company's auditor since 2023, issued a "going concern"
qualification in its report dated July 2, 2024, citing that the
Company has an accumulated deficit, net losses, and minimal
revenue. These factors, among others, raise substantial doubt about
the Company's ability to continue as a going concern.
Nordicus Partners reported a net loss of $298,202 for the year
ended March 31, 2024, compared to a net loss of $8.47 million for
the year ended March 31, 2023. As of June 30, 2024, Nordicus
Partners had $20,800,789 in total assets, $65,155 in total
liabilities, and $20,735,634 in total stockholders' equity.
NORDICUS PARTNERS: JE Pitzner Holds 5.87% After Orocidin Deal
-------------------------------------------------------------
JE Pitzner Holding ApS disclosed in a Schedule 13D/A filed with the
U.S. Securities and Exchange Commission that as of May 14, 2024, it
beneficially owned 2,885,858 shares of Nordicus Partners
Corporation's common stock, representing 5.87% of the shares
outstanding. All share and per-share amounts in this Schedule
reflect a 1-for-50 reverse stock split effectuated on March 8,
2022.
On May 13, 2024, the Company and certain shareholders of Orocidin
A/S, a Danish stock corporation, entered into a Stock Purchase and
Sale Agreement, under which the Sellers sold to the Company 525,597
shares of the capital stock of Orocidin, representing 95% of
Orocidin's outstanding shares of capital stock. In exchange, the
Company issued 38,000,000 restricted shares of its common stock to
the Sellers. The transaction was consummated on May 13, 2024. In
that transaction, the Reporting Person sold 33,000 Orocidin shares
and received in exchange therefor 2,385,858 Company Shares.
The purpose of all of these transactions was to make a long-term
investment in the Company.
A full-text copy of JE Pitzner's SEC Report is available at:
https://tinyurl.com/msrwdh7s
About Nordicus Partners
Headquartered in Beverly Hills, Calif., Nordicus Partners
Corporation is a financial consulting company specializing in
providing Nordic companies with the best possible conditions to
establish themselves in the U.S. market. The Company leverages
management's combined 90+ years of experience in the corporate
sector, serving in various capacities both domestically and
globally. Additionally, Nordicus operates as a business incubator,
offering support resources and services such as office space, legal
and accounting services, and marketing expertise to facilitate a
smooth transition for companies entering the U.S. marketplace.
Spokane, Washington-based Fruci & Associates II, PLLC, the
Company's auditor since 2023, issued a "going concern"
qualification in its report dated July 2, 2024, citing that the
Company has an accumulated deficit, net losses, and minimal
revenue. These factors, among others, raise substantial doubt about
the Company's ability to continue as a going concern.
Nordicus Partners reported a net loss of $298,202 for the year
ended March 31, 2024, compared to a net loss of $8.47 million for
the year ended March 31, 2023. As of June 30, 2024, Nordicus
Partners had $20,800,789 in total assets, $65,155 in total
liabilities, and $20,735,634 in total stockholders' equity.
NOVA CHEMICALS: S&P Rates US$400MM Senior Unsecured Notes 'BB-'
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '4'
recovery rating to NOVA Chemicals Corp.'s proposed US$400 million
senior unsecured notes. The '4' recovery rating indicates its
expectation for average (30%-50%; rounded estimate: 30%) recovery
in a simulated default scenario. The proposed notes will rank pari
passu with the company's existing senior unsecured notes. S&P
affirmed its 'BB+' issue-level rating on NOVA's existing senior
secured notes. The '1' recovery rating remains unchanged. S&P has
raised its issue-level rating on NOVA's existing unsecured notes to
'BB-' from 'B+' and revised the recovery rating to '4' from '5'.
S&P said, "We expect the company will use the proceeds from the
proposed US$400 million unsecured notes issuance to repay its
US$400 million secured term loan A. Concurrently, we assume NOVA
will use its new US$500 million (currently undrawn) unsecured
delayed-draw term loan facility (unrated) obtained from banks in
Abu Dhabi, with the sole purpose to refinance its existing US$500
million unsecured notes coming due in May 2025. If the delayed draw
term loan is funded and used for other purposes than addressing the
2025 maturity, we would revisit the ratings at that time.
"We view the transaction as credit neutral; accordingly, our 'BB-'
issuer credit rating and stable outlook on NOVA are unchanged. The
stable outlook reflects our view that, despite the persistence of
challenging industry conditions, NOVA will generate credit measures
commensurate with the rating, including weighted-average S&P Global
Ratings-adjusted FFO to debt to average in the 12%-20% area and
debt to EBITDA in the 4x-5x area."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P assigned its 'BB-' issue-level rating and '4' recovery
rating to the proposed US$400 million senior unsecured notes. The
'4' recovery rating indicates its expectation for average (30%-50%;
rounded estimate: 30%) recovery in a simulated default scenario.
The proposed notes will rank pari passu with the company's existing
senior unsecured notes.
-- S&P affirmed its 'BB+' issue-level rating on NOVA's US$400
million senior secured notes. The '1' recovery rating remain
unchanged. The '1' recovery rating indicates its expectation for
very high (90%-100%; rounded estimate: 95%) recovery in the event
of a default.
-- S&P has valued the company on a going-concern basis by applying
a 5.5x multiple of our estimate of its fixed charges in the default
year. The 5.5x multiple is in line with a peer such as Methanex
Corp.
-- S&P estimates that, for NOVA to default, its EBITDA would need
to decline significantly, likely due to a material deterioration in
olefin and polyethylene prices, which is sustained for a prolonged
period.
-- S&P assumes the company's US$1.5 billion corporate revolver is
85% drawn. It also estimates a 100% draw on NOVA's
accounts-receivable securitization programs.
-- The US$400 million of senior secured notes rank pari passu with
the credit facility. The security and guarantors on the secured
notes are same as on the existing credit facilities.
-- S&P assumes that NOVA will use the new US$500 million
(currently undrawn) unsecured delayed draw term loan to refinance
its US$500 million unsecured notes due May 2025 closer to the
maturity date.
Simulated default assumptions
-- Simulated year of default: 2028
-- Emergence EBITDA after recovery adjustments: approx. US$602
million
-- EBITDA multiple: 5.5x
Simplified waterfall
-- Net enterprise value (after 5% administrative expenses):
approx. US$3.1 billion
-- Valuation split (obligors/nonobligors): 100%/0%
-- Secured debt claims: approx. US$2.0 billion
-- Collateral value available to secured claims: approx. US$3.1
billion
--Recovery expectations: 90%-10% (rounded estimate: 95%)
-- Collateral value available to unsecured claims: approx. US$1.1
billion
-- Senior unsecured debt claims: approx. US$3.3 billion
--Recovery expectations: 30%-50% (rounded estimate: 30%)
Note: All debt amounts include six months of prepetition interest.
ODYSSEY MARINE: Receives Nasdaq Noncompliance Notices
-----------------------------------------------------
Odyssey Marine Exploration, Inc. disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that the
Company was notified by the listing qualifications staff of Nasdaq
Regulation that the Company did not satisfy the minimum $35 million
market value of the listed securities requirement for 30
consecutive business days, as required under Nasdaq Listing Rule
5550(b)(2) for the Nasdaq Capital Market.
In accordance with the Nasdaq Listing Rules, the Company has a
180-calendar day period, ending April 28, 2025, to regain
compliance with the market capitalization requirement. To become
compliant, the Company must evidence a market value of listed
securities of at least $35.0 million for a minimum of 10
consecutive business days.
On November 4, 2024, the Company was notified by the listing
qualifications staff of Nasdaq that the Company did not satisfy the
$1.00 minimum bid price requirement for 30 consecutive business
days, as required under Nasdaq Listing Rule 5550(a)(2) for the
Nasdaq Capital Market.
In accordance with the Nasdaq Listing Rules, the Company has a
180-calendar day period, ending May 5, 2025, to regain compliance
with the minimum bid price requirement. To become compliant, the
Company must evidence a minimum bid price of at least $1.00 per
share of its common stock for a minimum of ten consecutive business
days.
If the Company does not regain compliance with both rules prior to
the expiration of the respective compliance periods, it will
receive written notification that its securities are subject to
delisting, and at that time the Company may appeal the delisting
determination to a hearing panel. The notices have no immediate
impact on the listing of the Company's securities on the Nasdaq
Capital Market.
About Odyssey Marine
Odyssey Marine Exploration, Inc. and its subsidiaries are engaged
in deep-ocean exploration. Their innovative techniques are
currently applied to mineral exploration and other marine survey
and contracted services. The corporate headquarters are in Tampa,
Florida.
Tampa, Fla.-based Grant Thornton LLP, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
May 17, 2024, citing that the Company incurred net operating losses
during the year ended 2023, and as of December 31, 2023, the
Company's current liabilities exceeded its current assets by $26.6
million, and its total liabilities exceeded its total assets by
$85.9 million. These conditions, along with other matters, raise
substantial doubt about the Company's ability to continue as a
going concern.
As of June 30, 2024, Odyssey Marine Exploration had $26.3 million
in total assets, $120.2 million in total liabilities, and $93.9
million in total stockholders' deficit.
PARAMOUNT RESOURCES: Moody's Puts Ba2 CFR on Review for Downgrade
-----------------------------------------------------------------
Moody's Ratings placed Paramount Resources Ltd.'s ratings on review
for downgrade, including the Ba2 corporate family rating, the
Ba2-PD probability of default rating and the Ba2 senior secured
revolving credit facility. The SGL-1 Speculative Grade Liquidity
Rating (SGL) remains unchanged. The outlook was changed to rating
under review from stable.
The review follows the November 14, 2024 announcement that
Paramount has entered into an agreement to sell its Karr, Wapiti
and Zama assets for $2.4 billion (CAD3.3 billion) to Ovintiv Inc.
(Baa3 stable) and one of its wholly-owned subsidiaries. The
majority of proceeds are expected to be used to reinvest in growth
opportunities and for shareholder returns.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
"The review for downgrade reflects Paramount's substantially
smaller production base leading to a weaker business profile," said
Whitney Leavens, Moody's Ratings analyst. "The assets to be
divested accounted for about two thirds of Paramount's Q3-24
production," she added.
Despite Paramount's lack of debt and robust liquidity, Moody's
expect the company's lower production and reserve profile, and
durability to be congruent with a lower rating upon closure of the
transaction.
The review will focus on the post transaction business profile and
use of divestiture proceeds. Moody's expect to conclude the review
once the deal has closed, likely in Q1 2025.
Paramount is a publicly-traded, Calgary, Alberta-based exploration
and production company. Its principal properties are located in
Alberta and British Columbia.
The principal methodology used in these ratings was Independent
Exploration and Production published in December 2022.
PARAMOUNT RESOURCES: S&P Places 'BB-' ICR on CreditWatch Negative
-----------------------------------------------------------------
S&P Global Ratings placed its 'BB-' issuer credit rating on
Calgary-based exploration and production (E&P) company Paramount
Resources Ltd. on CreditWatch with negative implications.
S&P expects to lower the issuer credit rating by up to two notches
upon transaction close, likely in the first quarter of 2025.
Paramount announced it intends to sell its Karr, Wapiti, and Zama
properties to Ovintiv.
On Nov. 14, 2024, the company announced its intention to sell its
Karr, Wapiti, and Zama assets to Ovintiv and one of its
wholly-owned subsidiaries for cash consideration of C$3.325
billion, subject to adjustments, plus certain Horn River Basin
properties of Ovintiv. These assets represented about 67,600
barrels of oil equivalent (boe) per day of production for Paramount
in the third quarter of 2024, or about 70% of the company's
third-quarter daily average production. The assets also had about
114 million boe (MMboe) of gross proved developed producing
reserves and 270 MMboe of gross proved reserves. Paramount's gross
proved reserves base as of year-end 2023 was about 415 MMboe.
The remaining Paramount business will be materially smaller and
primarily focused on its Duvernay assets.
S&P said, "Upon completion of the transaction, we anticipate pro
forma daily average production of about 30,000 boe/day. We expect
the company will achieve production growth over the next few years
as it completes the first phase of its Willesden Green gas
processing plant in the fourth quarter of 2025 and continues to
develop that area and its Kaybob North Duvernay property using a
portion of the sale proceeds. However, we believe the company's
operating scale will be meaningfully lower than its current size
for some time following the sale absent a sizable acquisition.
"Accordingly, we believe our assessment of Paramount's competitive
position will weaken meaningfully with the announced asset sale.
"At Sept. 30, 2024 Paramount had net debt of only C$129 million and
minimal drawings on its C$1 billion covenant-based senior secured
revolving bank credit facility that matures in May 2026. As a
result, we do not expect the sale proceeds to change our view on
the company's financial risk. We also believe the proceeds will
likely be used to fund increased shareholder returns and organic
growth initiatives, but the magnitude of each is uncertain.
Paramount's existing business risk assessment was based on expanded
operating scale. Given the pro forma company will be roughly 30% of
its previous size at closing, we believe its business risk
assessment will be meaningfully weaker following the proposed
sale.
"The CreditWatch placement with negative implications reflects our
view that we will likely lower the issuer credit rating on
Paramount by up to two notches upon close of the proposed
transaction. We base this on the significantly smaller pro forma
operating scale, with daily average production expected to decrease
by roughly 70% on closing, resulting in materially weaker forecast
cash flow generation for the company.
"We intend to resolve the CreditWatch placement when the
transaction closes, which we anticipate will be in the first
quarter of 2025."
PARK SEVEN: Unsecureds to be Paid in Full over 60 Months
--------------------------------------------------------
Park Seven Holdings, LLC filed with the U.S. Bankruptcy Court for
the District of Arizona a Disclosure Statement describing Plan of
Reorganization dated October 4, 2024.
The Debtor owns the real property located at 10234 N. 7th Ave.
Phoenix, AZ 85021 ("7th Ave. Property").
The 7th Ave. Property is adjacent to North Mountain and is
presently leased to Park Seven Operations, LLC dba The Park at 7th
Ave. ("Tenant") which operates an assisted living facility with 59
residents. The Debtor and Tenant are affiliates, and both are
wholly owned and managed by JEMA Capital Park Seven Fund, LLC,
which is in turn managed by JEMA Capital, LLC.
The Debtor's proposed Plan seeks to reorganize its current debts
into a reasonable repayment schedule during its five-year term. The
Debtor has only four Creditors: Newport, Maricopa County Tax
Assessor, R&R Heating and Cooling, LLC, and RTS Services. Through
the terms and protections of the Plan, the Debtor can continue its
business operations which will provide it with a steady stream of
income to repay prepetition Creditors in full.
After it has completed repayment under the Plan, the Debtor will
seek discharge of any remaining balances to the extent permitted
under the Code. Although the Debtor is proposing a full payment
Plan, a discharge will ensure that liabilities from the Debtor's
pre-bankruptcy operations are fixed and that it may move forward
with a fresh-start.
Presently, the Tenant is paying its monthly rent of $25,795 to the
Debtor. From that rental amount, the Debtor is paying $15,000 to
Newport as adequate protection payments. The remaining $10,795 is
in the Debtor's debtor-in-possession account and will be used,
subject to Bankruptcy Court approval as may be necessary, for
taxes, U.S. Trustee quarterly fees, and AJG's attorneys' fees and
costs.
Class 3 consists of all Allowed Unsecured Claims against the Debtor
that are not entitled to classification in any other Class,
currently asserted in the Schedules in the total amount of $13,675.
There are two unsecured creditors that make up the General
Unsecured Creditor pool: R&R Heating and Cooling, LLC, and RTS
Services, LLC.
The Debtor will pay these two unsecured claims in full within sixty
months of the Effective Date. Payments will be made monthly in the
amount of $227.92. There is no prepayment penalty. Class 3 is
impaired. Notwithstanding, the Debtor intends to explore and obtain
refinancing that will enable it to fully pay the Class 3 Claims
within the Plan's term.
Class 4 consists of all equity interests in the Debtor held by JEMA
Capital Park Seven Fund, LLC. After full payment to all
higher-priority classes, JEMA Capital Park Seven Fund, LLC shall
retain its equity interest in the Debtor. Class 4 is not impaired
and not entitled to vote on the Plan.
The Plan will be funded from the Debtor's post-confirmation income.
For the Debtor to perform under this Plan, the Debtor will (1)
collect the prepetition receivables (i.e., unpaid rent) due to it
from the Tenant pursuant to the terms of the Promissory Note, and
(2) increase the monthly rent due from Tenant to $64,795.00, which
will enable the Debtor to make the projected payments under the
Plan.
The Debtor and Tenant will amend the Lease on or by the Effective
Date to account for the increased rent, as well as fully execute
the Promissory Note. Through these two actions, the Debtor will
have the means to fund the payments due under the Plan.
A full-text copy of the Disclosure Statement dated October 4, 2024
is available at https://urlcurt.com/u?l=QFHbNN from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Philip J. Giles, Esq.
David B. Nelson, Esq.
Ryan M. Deutsch, Esq.
Allen, Jones & Giles, PLC
1850 N. Central Ave., Suite 1025
Phoenix, AZ 85004
Tel: (602) 256-6000
Fax: (602) 252-4712
Email: pgiles@bkfirmaz.com
dnelson@bkfirmaz.com
rdeutsch@bkfirmaz.com
About Park Seven Holdings, LLC
Park Seven Holdings, LLC in Phoenix, AZ, filed its voluntary
petition for Chapter 11 protection (Bankr. D. Ariz. Case No.
24-06027) on July 24, 2024, listing as much as $1 million to $10
million in both assets and liabilities. Mazciel Hernandez, Mng
Member of Jema Capital, LLC, Manager of Jema Capital Park Seven
Fund, LLC, Manager of Debtor, signed the petition.
Judge Brenda K Martin oversees the case.
ALLEN, JONES & GILES, PLC serve as the Debtor's legal counsel.
PARTNERS REAL: Unsecureds Will Get 100% of Claims in Plan
---------------------------------------------------------
Partners Real Estate Development filed with the U.S. Bankruptcy
Court for the Western District of Texas a Combined Disclosure
Statement and Chapter 11 Plan dated October 7, 2024.
The Debtor is a real estate development company headquartered in
Austin, Texas. The Debtor's primary assets are various tracts of
residential and commercial land (the "Properties").
The Debtor's primary assets are the Properties consisting of the
Residential Lots and Commercial Lots. Pursuant to the Plan, the
Debtor intends to finish the final platting requirements for the
Properties using an equity infusion and the Bridge Loan to do so.
After that final plat is obtained, it will be possible for Debtor
to close the Construction Loan contemplated by the Construction
Letter of Intent. That will allow the Debtor to complete the
necessary Horizontal Improvements to the Properties such as water,
road, electricity, and other underlying infrastructure. The Debtor
will also construct 135 Residential Properties on the Residential
Lots during the Plan Period. Together, the aforementioned actions
are referred to herein as the "Development Phase."
Additionally, the Debtor intends to market and sell the Commercial
Lots to a third-party developer or end-user for construction of
businesses at a time when it the sales market indicates maximizing
their sales prices and the payout to the Prepetition Secured Lender
and in consultation with the Prepetition Secured Lender as further
contemplated herein in accordance with the Release Prices. After
construction, the Debtor will lease out the 135 Residential
Properties on the Residential Lots and hold the residential
development as an investment and as a cash generating going
concern.
The Debtor has made substantial progress toward reaching the
Development Phase. The Monetization Phase will flow thereafter and
be executed under the Plan. Under the Plan, the Properties will be
developed to realize the appreciation of the development of the
Properties. The initial stage of the Development Phase is entering
into the Bridge Transaction, which will be of substantial benefit
to all stakeholders in this Case. Based on current estimates, the
Debtor believes that the improved Properties will sell for a total
estimated amount of $62,307,485.00, which, after costs of
construction and the Sale Transaction are deducted, will result in
approximately $17,000,000.00 to fund the Distribution to Creditors
and holders of Interests pursuant to the terms of this Plan.
Class 3 consists of General Unsecured Claims. The Debtor shall pay
100% of the Allowed amount of each of the General Unsecured Claims
to the Entity holding the General Unsecured Claim on or as soon as
practicable following the Effective Date. The Entity holding a
General Unsecured Claim(s) will be paid in Cash with respect to
such Allowed Claim without interest from the Petition Date;
provided, however, that such Entity may be treated on such less
favorable terms as may be agreed to in writing by such Entity;
provided further that such Entity will receive payment in full,
without interest, before any Distribution is made to Interests. The
allowed unsecured claims total $5,487.93. This Class is impaired.
Class 4 consists of Interest Holders. After the Effective Date, all
Interests will be reinstated, provided that payment is made in full
to holders of Allowed Unclassified Administrative Claims, Allowed
Unclassified Priority Tax Claims, Allowed Prepetition Secured
Lender Claims in Class 1, Allowed Guarantor Claims in Class 2, and
Allowed General Unsecured Claims in Class 3; provided further,
there shall be no Distribution on account of such Interest, except
for the expense reimbursements and draw to be booked against future
profits as an obligation owed to the Debtor to John Patton unless
and until payment is made in full to holders of Allowed
Unclassified Administrative Claims, Allowed Unclassified Priority
Tax Claims, Allowed Prepetition Secured Lender Claims in Class 1,
Allowed Guarantor Claims in Class 2, and Allowed General Unsecured
Claims in Class 3.
The Plan Distributions to be made in Cash under the terms of this
Plan shall be funded from: (a) the proceeds of the Bridge Loan; (b)
certain proceeds of the Mortgage Financings; (c) the Debtor's Cash
on hand; (d) certain proceeds of the new equity infusion of
$200,000.00; (e) certain proceeds of the sale of the individual
Residential Properties; and (f) the proceeds of the Sale
Transaction of the Commercial Lots.
A full-text copy of the Combined Disclosure Statement and Plan
dated October 7, 2024 is available at
https://urlcurt.com/u?l=QJQsxW from PacerMonitor.com at no charge.
Counsel for the Debtor:
Dentons US LLP
Clay M. Taylor, Esq.
100 Crescent Court, Suite 900
Dallas, TX 75201
Phone: 214 647 2496
Email: clay.taylor@dentons.com
and
The Darby Law Firm
Jeffery S. Darby, Esq.
8127 Mesa Dr. #B206-149
Austin, TX 78759
Telephone: 512-917-0149
Facsimile: 512-707-6108
Email: jdarby@darbylawfirm.com
About Partners Real Estate Development
Partners Real Estate Development LLC is part of the residential
building construction industry.
Partners Real Estate Development LLC sought relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-10797) on
July 8, 2024. In the petition filed by John F. Patton, as manager,
the Debtor reports estimated assets and liabilities between $1
million and $10 million each.
The Debtor is represented by Clay M. Taylor, Esq. at DENTONS US
LLC.
PERASO INC: Exercises Warrants for $2.9 Million in Gross Proceeds
-----------------------------------------------------------------
Peraso Inc., announced the entry into definitive agreements for the
immediate exercise of certain outstanding Series B warrants to
purchase up to an aggregate of 2,246,030 shares of common stock,
issued by Peraso in February 2024, at a reduced exercise price of
$1.30 per share. The shares of common stock issuable upon exercise
of the Existing Warrants are registered pursuant to an effective
registration statement on Form S-1 (File No. 333-276247).
Ladenburg Thalmann & Co. Inc. is acting as the exclusive placement
agent for the offering.
In consideration for the immediate exercise of the Existing
Warrants for cash, Peraso will issue new unregistered Series C
warrants to purchase up to 2,246,030 shares of common stock and new
unregistered Series D warrants to purchase up to 2,246,030 shares
of common stock. The New Warrants will have an exercise price of
$1.61 per share (priced at-the-market under the rules of the Nasdaq
Stock Market) and will be exercisable upon issuance. The Series C
Warrants will have a term equal to six months from the date of
issuance, and the Series D Warrants will have a term equal to five
years from the date of issuance. The Series D Warrants will also
provide that, subject to certain exceptions, if certain conditions
are met over a certain measurement period, then the Company may
call for cancellation of all or any portion of the Series D
Warrants which are not exercised by holders within 10 trading days
following receipt of a call notice from the Company.
In connection with the transaction, Peraso also reduced the
exercise price of the Existing Warrants to purchase an aggregate of
1,728,490 shares of common stock for all holders not participating
in the transaction to $1.30 per share until November 8, 2024, which
is the expiration date of the Existing Warrants.
The gross proceeds to Peraso from the exercise of the Existing
Warrants are expected to be approximately $2.9 million, prior to
deducting placement agent fees and offering expenses. The Company
intends to use the net proceeds for working capital and general
corporate purposes.
The New Warrants were offered in a private placement pursuant to an
applicable exemption from the registration requirements of the
Securities Act of 1933, as amended, and, along with the shares of
common stock issuable upon exercise, have not been registered under
the 1933 Act, and may not be offered or sold in the United States
absent registration with the Securities and Exchange Commission or
an applicable exemption from such registration requirements. Peraso
has agreed to file a registration statement with the SEC covering
the resale of the shares of common stock issuable upon exercise of
the New Warrants.
Additional information regarding the offering is available in a
Form 8-K to be filed with the SEC at:
https://tinyurl.com/35bezuty
About Peraso Inc.
Headquartered in San Jose, California, Peraso Inc. (NASDAQ: PRSO)
-- www.perasoinc.com -- is a pioneer in high-performance 60 GHz
unlicensed and 5G mmWave wireless technology, offering chipsets,
antenna modules, software and IP. Peraso supports a variety of
applications, including fixed wireless access, immersive video and
factory automation. In addition, Peraso's solutions for data and
telecom networks focus on Accelerating Data Intelligence and
Multi-Access Edge Computing, providing end-to-end solutions from
the edge to the centralized core and into the cloud.
Los Angeles, California-based Weinberg & Company, the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated March 29, 2024, citing that during the year ended Dec.
31, 2023, the Company incurred a net loss and utilized cash in
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
Peraso incurred net losses of approximately $16.8 million and $32.4
million for the years ended December 31, 2023 and 2022,
respectively. As of June 30, 2024, Peraso had $9.76 million in
total assets, $6.20 million in total liabilities, and $3.56 million
in total stockholders' equity.
PERICH AESTHETICS: Unsecureds to Get Share of Income for 3 Years
----------------------------------------------------------------
Perich Aesthetics, LLC, filed with the U.S. Bankruptcy Court for
the Middle District of Florida a Plan of Reorganization for Small
Business dated October 7, 2024.
The Debtor operates a plastic surgery and med spa center serving
women and men through a variety of treatments and procedures.
The Debtor is a Florida limited liability company, formed in 2013
as RX Performance, LLC. The Debtor changed its name to Perich
Aesthetics, LLC in 2019. Dr. Tanya Perich, D.O. is the Debtor's
sole managing member and the primary medical practitioner for the
Debtor.
This Plan of Reorganization proposes to pay creditors of the Debtor
or, following the Effective Date, the Reorganized Debtor from (i)
existing cash on hand on the Effective Date, (ii) revenues
generated by continued business operations, and (iii) contributions
made by Dr. Perich through the Plan Contributions.
Class 7 consists of all non-priority unsecured claims allowed under
Section 502 of the Bankruptcy Code, including the unsecured claims
of the Equipment Lenders. If it is determined or agreed that each
of the four Equipment Lender has a secured claim of $50,000.00,
then the Class 7 claims will total approximately $775,471.45.
Class 7 claims are impaired by the Plan. Every holder of a
non-priority unsecured claim against the Debtor shall receive its
pro rata share of the Debtor's projected disposable income as
defined by Section 1191(d) of the Bankruptcy Code and the Plan
Contributions, after payment of administrative, priority tax, and
secured claims. Payments shall be made annually and payable on the
anniversary of the Effective Date consistent with the plan
projections, with the last payment due on the third anniversary of
the Effective Date.
Class 8 consists of all equity interests in the Debtor. The
existing equity holders will retain their equity interests in the
Debtor. No distributions will be made to equity interest holders
solely on account of their interests until the distributions to
Class 7 have been made. Because no distributions will be made under
the Plan, the value of the Class 8 equity interests shall be $0.00
for purposes of the Plan.
The distributions under the Plan will be derived from (i) existing
cash on hand on the Effective Date, (ii) revenues generated by
continued business operations, and (iii) the Plan Contributions.
In consideration of the Plan Injunction, Dr. Perich, directly or
indirectly, will provide to the Debtor sufficient funding to allow
the Debtor to make the payments required of the Debtor in Article 3
and in Classes 2 through 6. Additionally, Dr. Perich, directly or
indirectly, will provide to the Debtor sufficient funding to make
distributions of projected disposable income to creditors in Class
7 in an amount to be determined to be necessary. Such funding is
referred to in the Plan as the "Plan Contributions."
A full-text copy of the Plan of Reorganization dated October 7,
2024 is available at https://urlcurt.com/u?l=S4Hhj5 from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Daniel R. Fogarty, Esq.
Stitcher Riedel Blain & Postler, P.A.
110 East Madison Street, Suite 200
Tampa, Florida 33602
Telephone: (813) 229-0144
Email: dfogarty@srbp.com
About Perich Aesthetics
Perich Aesthetics, LLC operates a plastic surgery and med spa
center serving women and men through a variety of treatments and
procedures.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-03812) on July 8,
2024, with $500,001 to $1 million in assets and liabilities.
Judge Catherine Peek McEwen presides over the case.
The Debtor tapped Daniel R. Fogarty, Esq., at Stichter, Riedel,
Blain & Postler, PA as counsel and Ambryn Burdick CPA, LLC and
Roberts, Speed & Company, PA as accountants.
PETROQUEST ENERGY: Nov. 21 Deadline Set for Panel Questionnaires
----------------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy cases of PetroQuest Energy,
Inc., et al.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a questionnaire
available at https://tinyurl.com/yfn5xskv and return by email it to
Benjamin A. Hackman - Benjamin.A.Hackman@usdoj.gov - at the Office
of the United States Trustee so that it is received no later than
4:00 p.m. Eastern Time on November 21, 2024.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About 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.
PINE TREE: Seeks to Hire MRB Legacy as Real Estate Broker
---------------------------------------------------------
Pine Tree Condominium Association, Inc. seeks approval from the
U.S. Bankruptcy Court for the Northern District of Georgia to hire
MRB Legacy Corp. d/b/a MRB Legacy Realty as real estate broker.
The firm will render these services:
a) make an inspection of the real property located at 1604
Pine Tree Trail, Atlanta, GA 30349;
b) market the Real Property for sale; and
c) provide such other work as may be indicated by the Broker's
analysis of the Property, the Debtor, and the estate.
The broker has agreed to perform the services for a standard
commission of 3 percent.
The Debtor discloses that qualifying broker, Marion Webb, who is
employed by MRB Legacy Corp. and will market the real property, is
an insider of the Debtor and a member of the Board of the Debtor.
Marion Webb's status as an insider and her pre-petition claim does
not represent an interest adverse to the Debtor or to the estate
with respect to the non-bankruptcy association matters for which
Debtor would like to employ Broker, according to court filings.
The firm can be reached through:
Marion Webb
MRB Legacy Corp.
d/b/a MRB Legacy Realty
101 Devant St, Suite 505
Fayetteville, GA 30214
Phone: (678) 489-8206
Mobile: (770) 790-1299
About Pine Tree Condominium Association
Pine Tree Condominium Association, Inc. sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No.
24-57695) on July 26, 2024, with $383,876 in assets and $2,263,903
in liabilities. Marion Webb, vice president, signed the petition.
Mark D. Gensburg, Esq., at Jones & Walden, LLC represents the
Debtor as legal counsel.
POET TECHNOLOGIES: MMCAP International Holds 9.9% Equity Stake
--------------------------------------------------------------
MMCAP International Inc. SPC and MM Asset Management Inc. (the Fund
and the Advisor, respectively) disclosed in Schedule 13G/A filed
with the U.S. Securities and Exchange Commission that as of
September 30, 2024, they beneficially owned 7,270,178 shares (which
include 4,755,784 Common Shares and an additional 2,514,394 Common
Shares underlying warrants that are exercisable within 60 days) of
POET Technologies Inc.'s common shares, representing 9.99% of the
(x) 70,260,162 Common Shares outstanding as of September 30, 2024,
as reported to the Reporting Persons by POET Technologies; and (y)
an additional 2,514,394 Common Shares underlying the warrants.
MMCAP is a private investment vehicle. It directly beneficially
owns the Common Shares (as defined below) reported in this
Statement. MM Asset is the investment manager of MMCAP. MM Asset
may be deemed to beneficially own the Common Shares directly
beneficially owned by MMCAP.
A full-text copy of MMCAP International's SEC Report is available
at:
https://tinyurl.com/2s4atk4j
About POET Technologies Inc.
POET Technologies Inc. -- www.poet-technologies.com -- is a design
and development company offering high-speed optical modules,
optical engines, and light source products to the artificial
intelligence systems market and hyperscale data centers. POET's
photonic integration solutions are based on the POET Optical
Interposer, a novel, patented platform that allows the seamless
integration of electronic and photonic devices into a single chip
using advanced wafer-level semiconductor manufacturing techniques.
POET's Optical Interposer-based products are lower cost, consume
less power than comparable products, are smaller in size, and are
readily scalable to high production volumes. In addition to
providing high-speed (800G, 1.6T, and above) optical engines and
optical modules for AI clusters and hyperscale data centers, POET
has designed and produced novel light source products for
chip-to-chip data communication within and between AI servers, the
next frontier for solving bandwidth and latency problems in AI
systems. POET's Optical Interposer platform also solves device
integration challenges in 5G networks, machine-to-machine
communication, self-contained "Edge" computing applications, and
sensing applications, such as LIDAR systems for autonomous
vehicles. POET is headquartered in Toronto, Canada, with operations
in Allentown, PA, Shenzhen, China, and Singapore.
Hartford, Conn.-based Marcum LLP, the Company's auditor since 2009,
issued a "going concern" qualification in its report dated March
15, 2024, citing that the Company has incurred significant losses
over the past few years and needs to raise additional funds to meet
its future obligations and sustain its operations. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
POWER BLOCK: Committee Hires Greenberg Traurig LLP as Counsel
-------------------------------------------------------------
The official committee of unsecured creditors of Power Block Coin,
L.L.C. seeks approval from the U.S. Bankruptcy Court for the
District of Utah to employ Greenberg Traurig, LLP as counsel.
The firm will provide these services:
a. providing legal advice with respect to the Committee's
rights, powers and duties in this case;
b. preparing on behalf of the Committee of necessary
applications, motions, objections, memoranda, orders, reports, and
other legal papers;
c. appearing in Court, in litigation as a party-in-interest,
and at statutory meetings of creditors to represent the interests
of the Committee;
d. negotiating and evaluating the Debtor's financing, and any
other potential financing alternatives;
e. negotiating a potential plan or plans of reorganization or
liquidation and matters related thereto;
f. assisting the Committee in analyzing the claims of the
Debtor's creditors and the Debtor's capital structure and in
negotiating with holders of claims and equity interests;
g. assisting the Committee with its investigation of the acts,
conduct, assets, liabilities and financial condition of the Debtor
(and, to the extent applicable, the Debtor's officers, directors
and shareholders) and of the operation of the Debtor's business;
h. negotiating and formulating the proposed sale of the
Debtor's assets, including pursuant to section 363 of the
Bankruptcy Code;
i. communicating with the Committee's constituents in
furtherance of its responsibilities, including, but not limited to,
communications required under 11 U.S.C. Section 1102; and
j. assisting with the Committee's performance of its duties
and powers under the Bankruptcy Code and the Bankruptcy Rules and
such other services as are in the interests of those represented by
the Committee.
The firm will be paid at these rates:
Annette Jarvis, Shareholder $900 per hour
Michael F. Thomson, Shareholder $750 per hour
Carson Heninger, Associate $550 per hour
Abigail J. Stone, Associate $300 per hour
Michelle Stuver, Paralegal $350 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Annette W. Jarvis, Esq., a partner at Greenberg Traurig, 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:
Annette W. Jarvis, Esq.
Michael F. Thomson, Esq.
Carson Heninger, Esq.
Abigail J. Stone, Esq.
GREENBERG TRAURIG, LLP
222 South Main Street, Suite 1730
Salt Lake City, UT 84101
Telephone: (801) 478-6900
Email: jarvisa@gtlaw.com
thomsonm@gtlaw.com
carson.heninger@gtlaw.com
abigail.stone@gtlaw.com
About Power Block Coin, L.L.C.
Power Block Coin, LLC, a company in Orem, Utah, conducts business
as SmartFi. SmartFi is a unique monetary system, which combines
monetary policy with the freedoms of cryptocurrency to create a
self-sustaining open-lending platform, providing the holders of
SmartFi Token the opportunity to manage the system and become the
beneficiaries of the wealth creation that would otherwise accrue to
traditional banks.
Power Block Coin filed its voluntary petition for Chapter 11
protection (Bankr. D. Utah Case No. 24-23041) on June 20, 2024,
listing $10 million to $50 million in assets and $1 million to $10
million in liabilities. Aaron Tilton, officer, signed the
petition.
Judge Joel T Marker oversees the case.
The Debtor tapped Parsons Behle & Latimer as legal counsel and CFO
Solutions L.L.C., a Utah limited liability company, as accountant
and financial advisor.
PRAIRIE KNOLLS: Trustee Hires Stevens Martin as Special Counsel
---------------------------------------------------------------
John C. Bircher III, the Trustee for Prairie Knolls MHP, LLC, seeks
approval from the U.S. Bankruptcy Court for the Eastern District of
North Carolina to employ Stevens Martin Vaughn & Tadych, PLLC as
special counsel.
The firm will assist the Trustee in the investigation and
evaluation of conflicts with affiliated Debtor cases, and for other
investigative duties as the Trustee deems appropriate.
The firm will be paid based upon its normal and usual hourly
billing rates. It will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Kathleen O'Malley, a partner at Stevens Martin Vaughn & Tadych,
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:
Kathleen O'Malley, Esq.
Stevens Martin Vaughn & Tadych, PLLC
2225 W. Millbrook Rd.
Raleigh, NC 27612
Telephone: (919) 585-2300
Email: komalley@smvt.com
About Prairie Knolls MHP, LLC
Prairie Knolls MHP, LLC is a company that owns and operates a
mobile home park. It provides residential spaces for mobile homes,
offering community living environments for individuals and
families.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-03432) with $10
million to $50 million in both assets and liabilities. The petition
was signed by Neil Carmichael Bender, II as manager.
Judge Pamela W. Mcafee oversees the case.
The Debtor is represented by Bradley S. Shraiberg, Esq. at
Shraiberg Page P.A.
PRESPERSE CORP: Talc Claimants Tap Gilbert LLP as Special Counsel
-----------------------------------------------------------------
The official committee of talc claimants of Presperse Corporation
seeks approval from the U.S. Bankruptcy Court for the District of
New Jersey to retain Gilbert LLP as special counsel.
The firm's services include:
a. analyzing all insurance policies under which the Debtor may
have rights and providing strategic advice to the Committee and the
FCR on steps to be taken to preserve and maximize insurance
coverage;
b. attending meetings and negotiating with representatives of
the Debtor, their non-bankrupt affiliates, their insurance
carriers, and other parties in interest in this Chapter 11 case
related to the preservation of insurance coverage and resolution of
disputed insurance coverage;
c. assisting the Committee and the FCR with any
insurance-related matters arising in connection with the
formulation of a plan of reorganization and funding any trust for
the payment of personal injury claims established under a plan of
reorganization; and
d. performing such other insurance-related tasks as may be
necessary during the course of this Chapter 11 case.
The current hourly rates of Gilbert professionals expected to work
on this Chapter 11 case are:
Kami E. Quinn, Partner $1,525
Alison Gaske, Associate $750
December Huddleston, Associate $540
Lyric Burnett, Junior Paralegal $235
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Kami E. Quinn, Esq., a partner at Gilbert 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:
Kami E. Quinn, Esq.
Gilbert LLC
700 Pennsylvania Avenue, SE, Suite 400
Washington, DC 20003
Tel: (202) 772-2200
About Presperse Corporation
Presperse Corporation provides premium specialty ingredients to
formulators of skincare, sun care, hair care, color cosmetics, and
diverse areas of beauty and wellness.
Presperse Corporation sought relief under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 24-18921) on Sept. 9, 2024.
In the petition filed by CFO Mehul Shah, Presperse disclosed $10
million to $50 million in assets and $50 million to $100 million in
debt.
The Hon. Michael B Kaplan presides over the case.
Duane Morris LLP is the Debtors' general bankruptcy counsel.
Getzler Henrich is the Debtors' financial advisor. Kroll
Restructuring Administration LLC is the Debtors' claims and
noticing agent.
The Talc Claimants' Committee retained Robinson & Cole as legal
counsel and GlassRatner, doing business as B. Riley, as financial
advisor, and Legal Analysis Systems to provide advice.
Value Extraction Services is the prepetition future claimants'
representative, and hired Young Conaway as counsel, Ankura
Consulting Group as consultant, and jointly retained, together with
the Talc Claimants' Committee, B. Riley as financial advisor.
Presperse's parent, Sumitomo Corporation of Americas, is providing
post-petition financing and is represented by lawyers at Lowenstein
Sandler.
PRESPERSE CORP: Talc Claimants Tap Legal Analysis as Consultant
---------------------------------------------------------------
The official committee of talc claimants of Presperse Corporation
seeks approval from the U.S. Bankruptcy Court for the District of
New Jersey to retain Legal Analysis Systems, Inc. as talc liability
consultant.
The firm's services include:
a. development of oversight methods and procedures so as to
enable the Committee to fulfill its responsibilities of reviewing
and analyzing court documents in these reorganization proceedings;
b. review and analyses of the Debtor’s database of Talc
Claims and related information concerning the Talc Claims including
review and analysis of the resolution of various Talc Claims;
c. estimation of the present and future liability arising from
the Talc Claims (the "Talc Claims Liability");
d. quantitative analyses of alternative claims resolution
procedures including estimation of payments that would be made to
various types of Talc Claims under those alternatives and
development of cash flow analysis of a trust mechanism under
alternative procedures;
e. evaluation of reports and opinions of experts and
consultants retained by other parties-in-interest to the bankruptcy
proceeding;
f. evaluations and analyses of any proposed proofs of claims,
bar dates, discovery and other information and sources of
information obtained in the bankruptcy case, and analyses of data
from proofs of claim and other information and forms concerning
Talc Claims;
g. quantitative analyses of other matters related to the Talc
Claims as may be requested by the Committee;
h. testimony on such matters as is required by the Committee;
and i. such other work as the Committee should conclude is
necessary in the discharge of its duties.
The firm's current hourly rates are as follows:
Mark Peterson, Attorney/Social Psychologist $1,125
Daniel Relles, Statistician $790
Andrew Sackett, Attorney/Social Scientist $790
James Dertouzos, Economist $790
Daniel Rourke, Statistician $705
Patricia Ebener, Survey Research Specialist $585
Mark Totten, Research Programmer/Statistician $565
Cord Thomas, Data Systems Manager $540
Aimee Bower, Data Analyst $300
Preetha Naidu, Research Associate $250
Mr. Sackett assured the court that his firm is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code and as used in section 328 of the Bankruptcy Code.
The firm can be reached through:
Andrew Sackett
Legal Analysis Systems, Inc.
1140 Third Street NE, Suite 200
Washington, DC 20002
Tel: (202) 709-8712
Email: info@legalstat.com
About Presperse Corporation
Presperse Corporation provides premium specialty ingredients to
formulators of skincare, sun care, hair care, color cosmetics, and
diverse areas of beauty and wellness.
Presperse Corporation sought relief under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 24-18921) on Sept. 9, 2024.
In the petition filed by CFO Mehul Shah, Presperse disclosed $10
million to $50 million in assets and $50 million to $100 million in
debt.
The Hon. Michael B Kaplan presides over the case.
Duane Morris LLP is the Debtors' general bankruptcy counsel.
Getzler Henrich is the Debtors' financial advisor. Kroll
Restructuring Administration LLC is the Debtors' claims and
noticing agent.
The Talc Claimants' Committee retained Robinson & Cole as legal
counsel and GlassRatner, doing business as B. Riley, as financial
advisor, and Legal Analysis Systems to provide advice.
Value Extraction Services is the prepetition future claimants'
representative, and hired Young Conaway as counsel, Ankura
Consulting Group as consultant, and jointly retained, together with
the Talc Claimants' Committee, B. Riley as financial advisor.
Presperse's parent, Sumitomo Corporation of Americas, is providing
post-petition financing and is represented by lawyers at Lowenstein
Sandler.
PRESTIGE PROPERTY: Seeks to Hire JPC Law Office as Attorney
-----------------------------------------------------------
Prestige Property Group Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Puerto Rico to hire JPC Law
Office as its attorney.
The Debtor requires JPC Law Office to:
a. advise the Debtor with respect to its duties, powers and
responsibilities in the case under the laws of the U.S. and Puerto
Rico in which the debtor in possession conducts its operations;
b. advise the Debtor in connection with a determination on
whether a reorganization is feasible and if not, help the Debtor in
the orderly liquidation of its assets;
c. assist the Debtor with respect to negotiations with
creditors for the purpose of achieving a reorganization or an
orderly liquidation;
d. prepare necessary complaints, answers, orders, reports,
memoranda of law and any other legal paper or document required in
the above captioned case;
e. appear before the Bankruptcy Court or any other court in
which the Debtor asserts a claim, interest or defense related to
the bankruptcy case;
f. perform such other legal services for debtor as may be
required in the proceeding or in connection with the operation of
the Debtor's business including, but not limited to, notarial
services; and
g. employ other professional services, if necessary.
JPC Law Office will be paid at the hourly rate of $200.
The firm will be paid a retainer in the amount of $6,000, plus
$1,738 filing fee. It will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Jose M Prieto Carballo, partner of JPC Law Office, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
JPC Law Office can be reached at:
Jose M Prieto Carballo, Esq.
JPC LAW OFFICE
P.O. Box 363565
San Juan, PR 00936-3565
Telephone: (787) 607-2066
E-mail: jpc@jpclawpr.com
About Prestige Property Group
Prestige Property Group Inc. filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case
No. 24-04852) on Nov. 8, 2024, listing $100,001 to $500,000 in
assets and $500,001 to $1 million in liabilities.
Jose M Prieto Carballo, Esq. at JPC LAW OFFICES represents the
Debtor as counsel.
PRIORITY TECHNOLOGY: S&P Raises ICR to 'B', Outlook Stable
----------------------------------------------------------
S&P Global Ratings raised all of its ratings on U.S.-based payment
technology company Priority Technology Holdings Inc., including its
issuer credit rating and the issue-level ratings on its first-lien
debt, to 'B' from 'B-' and affirmed its '3' recovery rating on this
debt, based on our expectation of meaningful (50%-70%; rounded
estimate: 55%) recovery in the event of default.
The stable outlook reflects S&P's belief that Priority will
continue generating solid revenue growth, margin expansion, and
improved cash flow, and adhere to a sufficiently conservative
financial policies to reduce its S&P Global Ratings-adjusted
leverage to the low-5x area within the next 12 months.
Priority's continued growth and margin improvement are driving
stronger credit ratios. It has outpaced the industry average,
increasing revenue 20.1% year over year for the three-month period
and 17.7% for the nine-month period ended Sept. 30, 2024. Its small
and midsize business (SMB) segment revenue (which made up about 70%
of the quarter's total revenue) increased 13.2% and 3.4% for those
periods, driven by increased transactions and merchant volumes.
Priority's most profitable segment, Enterprise (about 20% of the
quarter's revenue), expanded 34% and 40.3% in those periods, given
its increasing new customer enrollments seeking embedded finance
and treasury services, along with increased interest income.
Priority's B2B (business-to-business) segment revenue (about 10% of
the quarter's total revenue) increased 61.1% and 235% through the
acquisition of Plastiq (completed in August 2023). A key factor
driving B2B growth is the shift from check to electronic payments
increasing demand for its automation capabilities for accounts
payable, accounts receivable, and other working capital offerings.
Priority's profitability has also benefitted from the growth of all
three of its segments, improved operating leverage and the interest
income and lower cost to service its unified commerce platform. S&P
Global Ratings-adjusted EBITDA margins reached 21.3% for the
three-month period and 20.5% for the nine-month period ended Sept.
30, improving 90 basis points (bps) and 130 bps respectively
compared with the same periods last year.
With revenue and margin improvements driving higher EBITDA,
leverage also continues to further decrease. S&P Global
Ratings-adjusted EBITDA for the trailing 12 months ended September
2024 was 5.6x, down from 6.6x in the same period last year. S&P
said, "This reflects industry tailwinds and Priority's ability to
effectively cross-sell services under its unified commerce
platform, and we believe the company can sustain much of this
operating performance. For 2025, we project high-single-digit
percent revenue growth and modest margin expansion of approximately
30 bps, which should bring leverage down to the low-5x area by
year-end. We also anticipate FOCF to debt will remain in the
high-single-digit percent area for 2025."
Growth prospects in its more profitable segments, along with
reductions in interest expense, will continue to elevate cash flow.
Since Priority has continued to expand in its B2B and Enterprise
segments, Priority has increased its mix of fee-based income (with
larger customers) and decreased its mix of volume-based
transaction-level income pertaining to SMB, which depends on small
business (merchant) performance. S&P said, "We believe this
continued mix shift toward B2B and Enterprise will help bolster
more earnings stability. Furthermore, as Priority continues to roll
out additional technologies on its platform, it will have
increasing opportunities to capture additional customer wallet
share in the B2B and Enterprise segments. Growth in these segments
has increased total deposit balances, subsequently boosting the
company's float income as well. This is high-margin (almost 100%
EBITDA) float income, earned from investing customer account
balances. While we note that the rate of interest earned in float
income could decline with interest rates, the floating-rate income
stream acts as a natural hedge against floating-rate debt
obligations, which we view favorably."
S&P said, "Priority's in-market transaction is leverage neutral and
enhances free cash flow, thus we expect its ongoing financial
policy will continue to support credit metrics. The company has
proposed a $115 million term loan B, fungible to its existing loan,
and plans to use the proceeds to fund the repayment of its
preferred stock (which we treat as debt), which will be roughly S&P
Global Ratings-adjusted leverage neutral. By replacing the
remainder of its preferred stock with proceeds from its term loan B
with a lower all-in rate, we expect the transaction will reduce
total S&P Global Ratings-adjusted interest expense (which includes
preferred stock dividends) and in turn help strengthen FOCF
generation.
"While cash flow and leverage have continued to benefit from strong
performance, our base case also assumes Priority continues adhering
to a conservative financial policy conducive to deleveraging. Given
Priority's flexibility in rolling out new technologies with the
unified platform and demonstrated ability to drive organic growth
on new offerings, we expect potential acquisitions would likely
seek smaller targets carrying niche technologies that Priority
could add on to its platform and quickly scale. We believe its cash
flow generation would support modest size purchases without the
need for additional leverage. Additionally, the company has
refrained from utilizing leverage to fund share buybacks or
dividends. We expect continued restraint would help keep leverage
down. With Priority's small public float and significant increase
of its recent stock price, we find a significant share buyback
unlikely at this time and project the company will continue
focusing on deleveraging through EBITDA growth. However, the 61%
ownership held by the founder holds inherent risk of releveraging,
which we also consider in our ratings.
"The stable outlook reflects our belief that Priority will continue
solid revenue growth, margin expansion, and improved cash flow, and
adhere to sufficiently conservative financial policies to reduce
its S&P Global Ratings-adjusted leverage to about the 5x area
within the next 12 months."
S&P could lower its rating if S&P expects:
-- Priority's S&P Global Ratings-adjusted leverage to weaken and
revert to the 7x area; or
-- FOCF to debt to fall below 3%.
This could occur if operating performance falls short of S&P's
forecast due to unanticipated declines in processing volumes or
reductions in enrollments, changes in payment networks, pressures
from competitors or resellers, or Priority demonstrates
less-conservative financial policies.
S&P could raise its rating on Priority if it extends its track
record of revenue and earnings growth with a financial policy that
will support keeping leverage comfortably below 5x. This could
occur if:
-- Favorable industry conditions continue supporting volume growth
and further transition toward digital payments; and
-- Priority continues to gain market share and enhance its
offerings, bolstering its higher-margin segments, and continuing to
improve operational efficiency.
REAL QUEST PIZZA: Case Summary & Seven Unsecured Creditors
----------------------------------------------------------
Debtor: Real Quest Pizza LLC
d/b/a Marco's Pizza
4436 Hancock Bridge Pkwy.
North Fort Myers, FL 33903
Business Description: The Debtor owns and operates a pizza
restaurant.
Chapter 11 Petition Date: November 15, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-06763
Judge: Hon. Catherine Peek McEwen
Debtor's Counsel: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: (318) 877-4669
Fax: (813) 877-5543
Email: All@tampaesq.com
Total Assets: $44,069
Total Liabilities: $4,141,722
The petition was signed by Terry Burkholder as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's seven unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/NPPU2EQ/Real_Quest_Pizza_LLC__flmbke-24-06763__0001.0.pdf?mcid=tGE4TAMA
RED RIVER TALC: Disclosure & Plan Hearing on Jan. 27
----------------------------------------------------
The Hon. Christopher M. Lopez of the U.S. Bankruptcy Court for the
Southern District of Texas scheduled a hearing on Jan. 27, 2025, at
9:00 a.m. prevailing central time, at 515 Rusk Street, Courtroom
401, 4th Floor, Houston, Texas 77002, to consider the adequacy of
the disclosure statement explaining the prepackaged chapter 11 plan
of reorganization of Red River Talc LLC. Objections to the
approval of the adequacy of the Debtor's disclosure statement, if
any, must file no later than 4:00 p.m Prevailing Central Time, on
Dec. 6, 2024.
Class Designation Treatment Estimated Recovery
----- ----------- --------- ------------------
1 Priority Non- Unimpaired 100%
Tax Claims
2 Secured Unimpaired Reinstated
Claim
3 Unsecured Unimpaired Reinstated
Claim
4 Channeled Impaired 100%
Talc Personal
Injury Claim
5 Intercompany Unimpaired Reinstated
Claims
6 Equity Impaired Reinstated
Interest subject to
Talc PI
Pledge
The plan, among other things, provides a mechanism by which
channeled talc personal injury claims against the Debtor will be
channeled to a trust established pursuant to section 524(g) of the
Bankruptcy Code. The plan also proposes the release claims held by
releasing claim holders against the Debtor and certain non-debtor
third parties.
The Debtor states that its objective in this Chapter 11 Case is to
obtain confirmation of the Amended Plan, which is a prepackaged
plan of reorganization containing terms accepted before the
Petition Date by the vast majority of holders of Channeled Talc
Personal Injury Claims -- the only claims affected by the Amended
Plan’s terms.
Prior to the Petition Date, the Debtor's predecessor, LLT
Management LLC ("LLT"), the former Johnson & Johnson Holdco (NA)
Inc. (f/k/a Johnson & Johnson Consumer Inc.) ("Old Holdco") and
Johnson & Johnson ("J&J" and, collectively with LLT and Old Holdco,
the "Company") engaged in discussions with representatives of
holders of the vast majority of Channeled Talc Personal Injury
Claims concerning potential alternatives for equitably and
permanently resolving that liability. Those discussions resulted
in the Initial Plan and the Amended Plan. The Amended Plan finally
and comprehensively resolves all current and future ovarian cancer
and other gynecological cancer claims pertaining to JOHNSON’S(R)
Baby Powder and Shower to Shower products, and, among other things,
provides for the establishment of a trust ("Talc Personal Injury
Trust") to process and pay Channeled Talc Personal Injury Claims.
Under the Amended Plan, the Talc Personal Injury Trust will be
funded by a stream of payments totaling approximately $9 billion
over the next 25 years.
As described in more detail in the Disclosure Statement, under the
terms of the Initial Plan and the Amended Plan, Class 4 Channeled
Talc Personal Injury Claims will be permanently channeled to the
Talc Personal Injury Trust by the injunctions provided for in
Section 11.3 ("Channeling Injunction"). The Talc Personal Injury
Trust Assets will be used to resolve Channeled Talc Personal Injury
Claims in accordance with the Trust Distribution Procedures
attached as Exhibit K to the Initial Plan and the Amended Plan and
the other Talc Personal Injury Trust Documents. The Trust
Distribution Procedures establish (a) the process by which the Talc
Personal Injury Trust will review Channeled Talc Personal Injury
Claims and (b) a methodology for their resolution and liquidation.
The Debtor notes that there are seven Classes of Claims and
Interests under the Initial Plan and the Amended Plan, in
accordance with section 1126 of the Bankruptcy Code. Holders of
Channeled Talc Personal Injury Claims in Class 4 and Equity
Interests in the Debtor in Class 7 ("Voting Classes") are Impaired
and, thus, were entitled to vote to accept or reject the Initial
Plan. Holders of Claims in Classes 1, 2, 3, 5 and 6 ("Non-Voting
Classes") were not entitled to vote on the Initial Plan because
they are Unimpaired and are therefore presumed to accept the
Initial Plan.
Although the terms of the Initial Plan received substantial support
from plaintiff firms, certain firms, comprised primarily of firms
in leadership positions in the pending talc multi-district
litigation ("MDL"), including the Beasley Allen Law Firm
(“Beasley Allen”), continued to raise concerns and indicate
that they opposed any bankruptcy resolution of talc claims. As a
result, during the Solicitation Period and extending beyond the
Claimant Voting Deadline, LLT (and then the Debtor) and J&J
continued to engage in extensive negotiations with the firms,
including The Smith Law Firm PLLC ("Smith Firm") -- which
represents over 11,000 claimants who, through a master ballot
submitted by Beasley Allen,7 initially voted against the Initial
Plan—to resolve these firms' objections to the Initial Plan.
After these further negotiations, an agreement was reached with the
Smith Firm and memorialized in a Confidential Memorandum of
Understanding & Agreement Regarding Talc Bankruptcy Plan Support,
which is incorporated into the Amended Plan. Among other things,
the agreement provides, subject to specified terms and conditions,
that:
a) The Debtor will pay an additional $1.1 billion under the
Amended Plan to the Talc Personal Injury Trust to fund talc claims
subject to the individual review process described under the Trust
Distribution Procedures;
b) J&J will contribute $650 million outside the Amended Plan
into a qualified settlement fund ("QSF") for use in resolving any
common benefit fund claims arising from the MDL; and
c) To expedite payments to claimants in the event of appeals
from the order confirming the Amended Plan, the Amended Plan will
become effective and, the funding of and payments by the Talc
Personal Injury Trust will begin, even if an appeal to the United
States Supreme Court has been sought and remains pending.
As a result of this agreement, which is incorporated into the
Amended Plan, the substantial majority of the clients jointly
represented by the Smith Firm and Beasley Allen have now changed
their votes to accept the Initial Plan, as amended by the Amended
Plan. The Debtor’s proposed solicitation agent, Epiq Corporate
Restructuring, LLC ("Solicitation Agent"), has tabulated claimants'
votes in accordance with the Tabulation Procedures. Upon
completion of the tabulation process, the Solicitation Agent has
confirmed that 83.4% of holders of Channeled Talc Personal Injury
Claims (77,998 of 93,552 valid votes cast) have now voted in favor
of the Initial Plan, as amended by the Amended Plan, comfortably
satisfying the requirements of sections 524(g) and 1129 of the
Bankruptcy Code. In addition, prior to the Petition Date, the
Debtor solicited the vote of its parent, Johnson & Johnson Holdco
(NA) Inc. (f/k/a J&J Intermediate Holding Corp.) ("New Holdco"),
the holder of all Equity Interests in the Debtor, and received New
Holdco's accepting vote.
A full-text copy of the disclosure statement is available for free
at https://tinyurl.com/625wb3f2
A full-text copy of the prepackaged Chapter 11 plan of
reorganization is available for free at
https://tinyurl.com/yst795e9
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.
RELIANT LIFE: Committee Hires Golden Goodrich as Counsel
--------------------------------------------------------
The official committee of unsecured creditors of Reliant Life
Shares, LLC seeks approval from the U.S. Bankruptcy Court for the
Central District of California to employ Golden Goodrich LLP as its
counsel.
The firm's services include:
a. advising the Committee concerning the rights and remedies
of creditors and of the Committee with respect to the Debtor's
assets;
b. representing the Committee in any proceeding or hearing,
including, without limitation, examinations of the Debtor pursuant
to 11 U.S.C. Sec. 341(a), lien avoidance, preference avoidance, and
fraudulent conveyance litigation, in the Bankruptcy Court, and in
any action where the rights of the estate or creditors may be
litigated or affected;
c. assisting the Committee in reviewing any proposed sale of
assets and any plan of reorganization filed by the Debtor or other
interested party and assisting the Committee in its analysis of any
sales and/or plans of reorganization;
d. facilitating communication between the Committee and the
Debtor;
e. assisting the Committee with formulating one or more plans
of reorganization, if appropriate; and
f. representing the Committee at hearings in connection with
any proposed sale of assets, objections to claims, approval of
disclosure statements and confirmation of Chapter 11 plans of
reorganization and any hearings or proceedings relating to the
same.
The firm will represent the Committee at hourly rates which range
from $250 to $850, depending on the experience and expertise of the
attorney or paralegal performing the work.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jeffrey I. Golden, Esq., a partner at Golden Goodrich LLP,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Jeffrey I. Golden, Esq.
Ryan W. Beall, Esq.
Golden Goodrich LLP
3070 Bristol Street, Suite 640
Costa Mesa, CA 92626
Tel: (714) 966-1000
Fax: (714) 966-1002
Email: jgolden@go2.law
rbeall@go2.law
About Reliant Life Shares
Reliant Life Shares LLC is an investment service in Los Angeles,
California.
Reliant Life Shares LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code {Bankr. C.D. Cal. Case No. 24-11695) on Oct. 7,
2024. In the petition filed by Nicholas Rubin, chief restructuring
officer, the Debtor reports estimated assets and liabilities
between $10 million and $50 million each.
The Honorable Bankruptcy Judge Martin R. Barash oversees the case.
The Debtor tapped Raines Feldman Littrell LLP as counsel and Force
Ten Partners LLC as restructuring advisor. Stretto is the claims
agent.
RELIANT LIFE: Committee Hires Golden Goodrich as Counsel
--------------------------------------------------------
The official committee of unsecured creditors of Reliant Life
Shares, LLC seeks approval from the U.S. Bankruptcy Court for the
Central District of California to employ Golden Goodrich LLP as its
counsel.
The firm's services include:
1. advising the Committee concerning the rights and remedies
of creditors and of the Committee with respect to the Debtor's
assets;
2. representing the Committee in any proceeding or hearing,
including, without limitation, examinations of the Debtor pursuant
to 11 U.S.C. Sec. 341(a), lien avoidance, preference avoidance, and
fraudulent conveyance litigation, in the Bankruptcy Court, and in
any action where the rights of the estate or creditors may be
litigated or affected;
3. assisting the Committee in reviewing any proposed sale of
assets and any plan of reorganization filed by the Debtor or other
interested party and assisting the Committee in its analysis of any
sales and/or plans of reorganization;
4. facilitating communication between the Committee and the
Debtor;
5. assisting the Committee with formulating one or more plans
of reorganization, if appropriate; and
6. representing the Committee at hearings in connection with
any proposed sale of assets, objections to claims, approval of
disclosure statements and confirmation of chapter 11 plans of
reorganization and any hearings or proceedings relating to the
same.
The firm will represent the Committee at hourly rates which range
from $250 to $850, depending on the experience and expertise of the
attorney or paralegal performing the work.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jeffrey I. Golden, Esq., a partner at Golden Goodrich LLP,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Jeffrey I. Golden, Esq.
Ryan W. Beall, Esq.
Golden Goodrich LLP
3070 Bristol Street, Suite 640,
Costa Mesa, CA 92626
Tel: (714) 966-1000
Fax: (714) 966-1002
Email: jgolden@go2.law
rbeall@go2.law
About Reliant Life Shares
Reliant Life Shares LLC is an investment service in Los Angeles,
California.
Reliant Life Shares LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code {Bankr. C.D. Cal. Case No. 24-11695) on Oct. 7,
2024. In the petition filed by Nicholas Rubin, chief restructuring
officer, the Debtor reports estimated assets and liabilities
between $10 million and $50 million each.
The Honorable Bankruptcy Judge Martin R. Barash oversees the case.
The Debtor tapped Raines Feldman Littrell LLP as counsel and Force
Ten Partners LLC as restructuring advisor. Stretto is the claims
agent.
RIC (LAVERNIA): Seeks to Extend Plan Exclusivity to Dec. 9
----------------------------------------------------------
RIC (Lavernia) LLC asked the U.S. Bankruptcy Court for the Western
District of Texas to extend its exclusivity periods to file a plan
of reorganization and confirm a plan of reorganization to December
9, 2024.
The Debtor does not generate revenue; rather, it owns title to
several parcels of real property located in Wilson County, Texas
(the "Property").
Promptly after filing its petition, the Debtor removed state court
litigation to this Court thereby commencing Adversary Proceeding
No. 24-05043 (the "Adversary Proceeding"). The claims alleged by
the Debtor in the Adversary Proceeding relate to the determination
of the Debtor's right, title and interest in and to the Property
and the validity, enforceability, and priority of asserted liens
thereon.
The Debtor claims that it is making progress. It has a framework in
contemplation, but has focused its attention on the Adversary
Proceeding and is requesting a fairly modest exclusivity extension
to finalize drafting its plan and disclosure statement.
The Debtor cites that it has formulated its plan concept and is in
the process of drafting. The plan in contemplation is viable; it
contemplates payment of allowed claims in full with an equity
contribution sufficient to fund creditor payments.
The Debtor asserts that it is seeking exclusivity for additional
time to draft its plan, not to pressure creditors.
The Debtor further asserts that the Adversary Proceeding
constitutes an unresolved contingency. To the extent resolved prior
to the extended exclusivity period, the Debtor's bankruptcy exit
path will clarify.
RIC (Lavernia) LLC is represented by:
Kyle S. Hirsch, Esq.
Bryan Cave Leighton Paisner LLP
The Dallas Arts Tower
2200 Ross Avenue, Suite 4200W
Dallas, TX 75201
Tel: (214) 721-8000
Fax: (214) 721-8100
Email: kyle.hirsch@bclplaw.com
About Ric (Lavernia) LLC
RIC (Lavernia) LLC filed its voluntary petition for Chapter 11
protection (Bankr. W.D. Tex. Case No. 24-51195) on June 27, 2024,
listing $1 million to $10 million in assets and $100,000 to
$500,000 in liabilities. Gianfriddo as authorized representative,
signed the petition.
Judge Michael M Parker oversees the case.
BRYAN CAVE LEIGHTON PAISNER LLP serves as the Debtor's legal
counsel.
RIGHT SIZE: Gets Interim OK to Use Cash Collateral Until Dec. 31
----------------------------------------------------------------
Right Size Plumbing & Drain Co, Inc. received interim approval from
the U.S. Bankruptcy Court for the Central District of California,
San Fernando Valley Division, to use the cash collateral of the
U.S. Small Business Administration.
The interim order signed by Judge Victoria Kaufman authorized the
company to use its secured creditor's cash collateral until Dec. 31
to pay its operating expenses.
SBA, a secured creditor, will receive a monthly payment of $1,135
as adequate protection and will be granted a replacement lien on
all post-petition revenues of the company pursuant to the terms of
the Nov. 13 stipulation it reached with the company. The
stipulation was approved by the bankruptcy court in a separate
order.
The company's secured creditors have claims totaling approximately
$2.3 million and includes 13 secured creditors. Out of these 13
secured creditors, the only creditor with an interest in the
company's cash collateral is the SBA, with an estimated claim of $2
million secured by a blanket lien against the company's assets.
The next hearing is scheduled for Dec. 18. Objections are due by
Dec. 4.
About Right Size Plumbing & Drain Co
Right Size Plumbing & Drain Co Inc. sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No.
24-11886) on November 11, 2024, with up to $500,000 in assets and
up to $10 million in liabilities. David E. Jones, president of
Right Size, signed the petition.
Judge Victoria S. Kaufman oversees the case.
Michael Jay Berger, Esq., at Law Offices of Michael Jay Berger,
represents the Debtor as bankruptcy counsel.
RLK GROUP: Seeks Approval to Hire Crystal J. White as Bookkeeper
----------------------------------------------------------------
RLK Group, LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of Texas to hire Crystal J. White, a
professional from Canyon Lake, Texas, to provide bookkeeping
services.
Ms. White has agreed to provide 20 hours of services per month at a
flat rate of $1,500 per month. For any additional hours worked,
White will charge $75 per hour for her services.
She shall receive the amount of $2,500 as a retainer for services
to be provided.
Ms. White assured the court that she is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
Ms. White can be reached at:
Crystal J. White
1942 Cattail
Canyon Lake, TX 78133
About RLK Group, LLC
RLK Group, LLC sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-70217) on September
12, 2024, listing up to $50,000 in assets and $500,001 to $1
million in liabilities.
Judge Eduardo V Rodriguez presides over the case.
Reese W Baker, Esq. at Baker & Associates represents the Debtor as
counsel.
ROLLING ACRES: Trustee Hires Stevens Martin as Special Counsel
--------------------------------------------------------------
John C. Bircher III, the Trustee for Rolling Acres MHC, LLC, seeks
approval from the U.S. Bankruptcy Court for the Eastern District of
North Carolina to employ Stevens Martin Vaughn & Tadych, PLLC as
special counsel.
The firm will assist the Trustee in the investigation and
evaluation of conflicts with affiliated Debtor cases, and for other
investigative duties as the Trustee deems appropriate.
The firm will be paid based upon its normal and usual hourly
billing rates. It will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Kathleen O'Malley, a partner at Stevens Martin Vaughn & Tadych,
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:
Kathleen O'Malley, Esq.
Stevens Martin Vaughn & Tadych, PLLC
2225 W. Millbrook Rd.
Raleigh, NC 27612
Telephone: (919) 585-2300
Email: komalley@smvt.com
About Rolling Acres MHC, LLC
Rolling Acres MHC, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-03433) on
September 20, 2024, with $1 million to $10 million in both assets
and liabilities.
Judge Pamela W. Mcafee oversees the case.
The Debtor is represented by Bradley S. Shraiberg, Esq., at
Shraiberg Page P.A.
ROYAL CARIBBEAN: Moody's Hikes CFR & Senior Unsecured Notes to Ba1
------------------------------------------------------------------
Moody's Ratings upgraded its ratings assigned to Royal Caribbean
Cruises Ltd.; corporate family rating to Ba1 from Ba2, probability
of default rating to Ba1-PD from Ba2-PD and senior unsecured rating
to Ba1 from Ba2. Moody's also affirmed the NP commercial paper
rating. The speculative grade liquidity rating of SGL-2 remains
unchanged. The rating outlook remains positive.
The upgrade of the CFR and positive outlook reflect Royal's leading
performance in the cruise industry as the players each strive to
regain their respective pre-Covid balance sheet strength. Royal's
passenger volumes and revenue have grown the fastest since the
start of the industry's demand recovery, which began in earnest in
2022. Passenger volume for 2024 will be 31% higher than in 2019 and
net revenue 50% higher. Profit margins in 2024 will exceed those of
2019. Moody's forecast an EBITA margin of 32.1% (based on net
revenue) for 2024, which compares to 28.4% in 2019. The strong
earnings performance balances a materially higher debt load,
resulting in moderate financial leverage. Debt is $9 billion higher
than in 2019. Moody's expect debt/EBITDA of around 3.5x at the end
of 2024, with modest improvement through 2026 to around 3.0x.
Debt/EBITDA was 3.2x at the end of 2019. The ratings upgrades and
positive outlook also reflect Moody's confidence that demand for
cruises will continue to grow, leading to gains in revenues and
earnings and a stronger business profile with improved credit
metrics.
RATINGS RATIONALE
The Ba1 CFR reflects the company's strong business profile and
leading credit metrics for the cruise sector. The company's
wholly-owned brands, Royal Caribbean International, Celebrity
Cruises and Silversea Cruises are well-known and each will realize
growth in their respective customer base as aggregate demand for
cruise vacations increases in upcoming years and the company hones
its marketing programs to drive increases in onboard spending. The
Ba1 rating also reflects the company's moderate financial leverage
with debt/EBITDA nearing 3.5x at the end of 2024 and strong EBITA
margin near 32% (on a net revenue basis). Moody's believe Royal
will manage its debt/EBITDA (on Moody's adjusted basis) to remain
between 3.0x and 3.5x. Moody's expect operating margin and
operating cash flow to expand as Royal adds new vessels to the
fleet and opens additional onshore attractions, Royal Beach Club
Paradise Island, Royal Beach Club Cozumel and Perfect Day Mexico in
2025, 2026, and 2027, respectively. 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.
The SGL-2 speculative grade liquidity rating reflects good
liquidity. Moody's expect cash on hand of at least $450 million and
strong annual operating cash flow of at least $5 billion. Free cash
flow will fluctuate, tied to the number of new ships delivered in a
given year and also weighed on by the investments through 2026 to
build out the announced new onshore attractions. Moody's project
free cash flow in 2025 of around negative $250 million inclusive of
dividends and positive free cash flow in 2026 with a step down in
capital expenditures. The company has $3.7 billion of revolving
credit commitments, half of which expires in October 2026 and half
in October 2028. There was $210 million drawn on September 30,
2024. 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
Rating could be upgraded if Moody's expect debt/EBITDA to be
sustained below 3.5x and funds from operations plus interest to
interest above 6.0x. Ratings could be downgraded if demand
sustainably weakens or if the company uses debt to fund dividends
or share repurchases. Debt/EBITDA sustained near 4.0x or funds from
operations plus interest to interest sustained below 5.0x could
also lead to a ratings downgrade.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Royal Caribbean Cruises Ltd. (operating under the name Royal
Caribbean Group) is a vacation industry leader with a global fleet
of 68 ships across its five brands traveling to approximately 1,000
destinations. Royal Caribbean International, Celebrity Cruises, and
Silversea are its three cruise brands. The company also owns 50% of
a joint venture that operates TUI Cruises and Hapag-Lloyd Cruises.
Gross revenue was $16.055 billion and net revenue $12.9 billion for
the twelve months ended September 30, 2024.
S&W SEED: Regains Compliance With Nasdaq Listing Rules
------------------------------------------------------
S&W Seed Company disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on November 4, 2024, the
Company received a formal notification from The Nasdaq Stock Market
confirming that the Company has regained compliance with Nasdaq
Listing Rule 5550(a)(2), which requires listed companies maintain a
closing bid price of at least $1.00 per share, and Nasdaq Listing
Rule 5250(c)(1), which requires listed companies submit to the
Securities and Exchange Commission on a timely basis all required
periodic financial reports. As such, both of these matters are now
closed.
About S&W Seed
Founded in 1980 and headquartered in Longmont, CO, S&W --
www.swseedco.com -- is a global multi-crop, middle-market
agricultural company headquartered in Longmont, Colorado. S&W's
vision is to be the world's preferred proprietary seed company
which supplies a range of sorghum, forage and specialty crop
products that supports the growing global demand for animal
proteins and healthier consumer diets. S&W is a global leader in
proprietary alfalfa and sorghum seeds with significant research and
development, production and distribution capabilities. S&W also has
a commercial presence in pasture and sunflower seeds, and through a
partnership, is focused on sustainable biofuel feedstocks primarily
within camelina.
Denver, Colorado-based Grant Thornton LLP, the Company's auditor
since 2024, issued a "going concern" qualification in its report
dated Nov. 1, 2024, citing that the Company has incurred a net loss
of $30.1 million and cash used in operating activities was $5.6
million for the year ended June 30, 2024, and as of that date, the
Company's current liabilities exceeded its current assets by $5.9
million and had an accumulated deficit of $122.1 million.
In addition, the Company's subsidiary, S&W Australia, entered into
voluntary administration on July 24, 2024, and is no longer under
the Company's control. S&W Australia's entry into voluntary
administration also resulted in an event of default under the
Company's Amended CIBC Loan Agreement. On Aug. 5, 2024, the
Company received a waiver for the event of default from CIBC, which
contained conditions that are not within the Company's control.
Effective Sept. 16, 2024, the Company was not in compliance with
the amended terms per the Third Amendment of the Company's Amended
CIBC Loan Agreement, which constitutes an additional event of
default, and through the date of this report has not been able to
regain compliance. These conditions and uncertainties as to
whether the Company can mitigate the impact of the voluntary
administration, along with other matters, raise substantial doubt
about the Company's ability to continue as a going concern.
As of June 30, 2024, S&W Seed had $120.73 million in total assets,
$75.69 million in total liabilities, $5.77 million in total
mezzanine equity, and $39.26 million in total stockholders' equity.
SEAWORLD PARKS: Moody's Rates New $1.5BB Secured Term Loan 'Ba2'
----------------------------------------------------------------
Moody's Ratings assigned a Ba2 rating to SeaWorld Parks &
Entertainment, Inc.'s (SeaWorld), a wholly-owned subsidiary of
United Parks & Resorts Inc.'s new 7-year, $1.5 billion backed
senior secured term loan B3 due 2031. The related senior secured
revolving credit facility rated Ba2 was previously upsized to $700
million in August. Concurrently, Moody's have withdrawn the Ba2
rating on the senior secured term loan B3. The net proceeds from
the new term loan are expected to be used to repay the entire
balance of the existing senior secured term loan B2 due August 2028
(the transaction). All other ratings, including the existing Ba3
Corporate Family Rating, and stable outlook remain unchanged.
Moody's views the transaction as credit positive. Moody's expect
the amount of debt outstanding and the mix of secured and unsecured
debt to be unaffected by this transaction. Therefore, Moody's
believes the transaction will be leverage neutral, with pro forma
leverage remaining at 3.6x (including Moody's standard adjustments)
as of Q3 2024. The newly rated term loan B3 has the same guarantor
and covenants as the existing term loan B2; however, it will extend
the maturity by three years (from 2028 to 2031) and pricing is
expected to be lower. The rating on the existing term loan B2 will
be withdrawn.
RATINGS RATIONALE
The Ba3 CFR reflects strong operating performance and substantial
FCF generation. Despite inflation headwinds and slower economic
growth in the near term, Moody's expect SeaWorld will benefit from
investments focused on ROI driving attendance and per capita
spending growth. Strong expense management and additional pricing
strategies are also favorably impacting performance. Moody's
anticipate that management will remain disciplined regarding
capital spending and believe they will seek to license and partner
where there is lower risk and ROI is high. SeaWorld has
concentrated exposure to five different states in the US. Florida
is the company's largest market with five parks, along with Texas,
California, Virginia, and Pennsylvania.
The company also benefits from its portfolio of park brands in key
markets including SeaWorld, Busch Gardens, and Sesame Place as well
as separately branded parks (including water parks) that generate
meaningful annual attendance. Significant expenditures on new rides
and attractions prior to the pandemic and additional spending going
forward will also support performance through the medium-term
future. There are significant barriers to entry, given the
significant real estate footprint and infrastructure.
SeaWorld's parks in Orlando compete with much larger better
capitalized companies that have significant destination parks there
(The Walt Disney Company A2, and Comcast Corporation A3). However,
the company also draws regional visitors in Florida as well, as
they do in all of the company's other markets. Guest traffic from
international markets represent a relatively small portion of
overall attendance. SeaWorld competes for discretionary consumer
spending from an increasingly wide variety of other leisure and
entertainment activities. Theme parks are primarily exposed to
cyclical discretionary consumer spending. The parks are highly
seasonal and typically very sensitive to weather conditions,
terrorism, public health issues as well as other disruptions
outside of the company's control.
SeaWorld's SGL-1 rating reflects $77 million of cash on the balance
sheet as of Q3 2024 and an undrawn $700 million revolver due August
2029. Moody's expect SeaWorld will maintain FCF as a percentage of
debt in the high single digit range in 2024. The parks are
divisible and could be sold individually, but all of the company's
assets are pledged to the credit facility and asset sales trigger
100% mandatory repayment if proceeds are not reinvested within 12
months.
The term loan is covenant light, but the revolver is subject to a
springing maximum net first lien secured leverage covenant ratio of
6.25x when greater than 35% is drawn.
The senior unsecured notes are rated B2 and the secured credit
facilities (revolver and Term Loan B3) are rated Ba2, one notch
above the CFR, which is impacted by the relatively high percentage
of secured debt in the capital structure.
The stable outlook reflects Moody's expectations that results will
continue to improve going forward driven by attendance growth,
effective pricing and cost management which will be balanced with a
moderate amount of excess cash flow being used for share
repurchases. Moody's anticipate leverage remaining in the mid 3x
range, but Moody's currently do not expect improving profits to
accrue to material debt or leverage reduction. SeaWorld will
continue to generate strong operating cash flow which will fund
high levels of capex spend on new rides and attractions, including
the potential development of hotels and additional parks, some
through licensing. These investments will help support rising guest
attendance levels and an increase in average revenue per guest.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade of SeaWorld's ratings could occur if Moody's expect
leverage to be sustained at 2.75x or less (Moody's adjusted) with a
strong commitment from management to maintain such leverage, as
well as a less concentrated ownership profile for the company. A
strong liquidity position would also be required with FCF as a
percentage of debt in the mid to high teens. SeaWorld's ratings
could be downgraded if Moody's expect leverage to be sustained
above 3.75x as a result of non-cyclical operational challenges, a
more aggressive financial policy posture including debt funded
acquisitions or leveraging equity friendly transactions. A weakened
liquidity position could also lead to ratings pressure.
United Parks & Resorts Inc., through its wholly-owned subsidiary,
SeaWorld Parks & Entertainment, Inc., owns and operates twelve
theme parks and water parks located in the US. Properties include
SeaWorld and Aquatica (Orlando, San Diego and San Antonio), Busch
Gardens (Tampa and Williamsburg), Discovery Cove (Orlando) and
Sesame Place (Langhorne, PA and San Diego, CA). The Blackstone
Group Inc. (Blackstone) acquired SeaWorld in 2009 in a leverage
buyout for $2.4 billion (including fees). SeaWorld completed an
initial public offering in 2013 and Blackstone exited its ownership
position in 2017. In February 2024, SeaWorld Entertainment, Inc.
changed its name to United Parks & Resorts Inc. United's revenue
was approximately $1.7 billion as of LTM Q3 2024.
United Parks & Resorts Inc., formerly known as SeaWorld
Entertainment, Inc., is a publicly traded company listed on the
NYSE, but private investment firm, Hill Path Capital LP, maintains
a significant ownership position with the founder of Hill Path
serving as Chairman of the Board.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
SELECT MEDICAL: S&P Lowers Senior Secured Debt Rating to 'BB'
-------------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on Select Medical
Corp.'s senior secured debt to 'BB' from 'BB+' following the
company's upsizing of its senior secured term loan (to $1.05
billion from $750 million). At the same time, S&P revised its
recovery rating on the debt to '2' from '1' to reflect the greater
proportion of secured debt in the capital structure. The '2'
recovery rating indicates its expectation for substantial (70%-90%;
rounded estimate: 75%) recovery in the event of a payment default.
The company's corresponding reduction of its proposed unsecured
note issuance (to $550 million from $850 million) does not change
its '6' recovery rating on the notes. This continues to indicate
our expectation for negligible (0%-10%; rounded estimate: 0%)
recovery in the event of a payment default.
ISSUE RATINGS - RECOVERY ANALYSIS
Key analytical factors
-- Select Medical's proposed capital structure consists of a $600
million revolving credit facility due 2029 (assumed 85% drawn in
our simulated default scenario), a $1.05 billion senior secured
term loan due in 2031, and $550 million of unsecured notes.
-- S&P's simulated default scenario contemplates a default in
2028, stemming from a significant decline in reimbursement rates
and a reduction in allowed visits due to economic deterioration.
-- S&P assumes the revolver is 85% drawn at default.
-- Given the company's market-leading position in many of its
services and in the geographic regions in which it operates, as
well as the continued demand for its services, S&P believes Select
Medical would remain a viable business and would reorganize rather
than liquidate in case of payment default.
-- Consequently, S&P has used an enterprise value methodology to
gauge recovery prospects. S&P valued the company as a going
concern, using a 5.5x multiple of our projected EBITDA at default,
which is consistent with the multiple used for similar companies.
Simulated default assumptions
-- Simulated year of default: 2028
-- EBITDA at emergence: $234 million
-- EBITDA multiple: 5.5x
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $1.22
billion
-- Valuation split in % (obligors/nonobligors): 100/0
-- Collateral value available to secured creditors: $1.22 billion
-- Secured first-lien debt: $1.57 billion
--Recovery expectations: 70%-90% (rounded estimate: 75%)
-- Total value available to senior unsecured claims: $0
-- Unsecured debt claims: $570 million
--Recovery expectations: 0%-10% (rounded estimate: 0%)
All debt amounts include six months' prepetition interest.
SELECT MEDICAL: S&P Rates New $850MM Senior Unsecured Notes 'B'
---------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '6'
recovery rating to Select Medical Corp.'s proposed $850 million
senior unsecured notes maturing 2032, issued as part of a
leverage-neutral refinancing. The '6' recovery rating indicates its
expectation for negligible (0%-10%; rounded estimate: 0%) recovery
in the event of a payment default. This follows the company's
announcement last week proposing to issue a $750 million term loan
due 2031 as part of a broader refinancing of its capital
structure.
S&P said, "Our 'BB-' issuer credit rating and stable outlook on
Select Medical are unchanged. They reflect our expectation for
modest revenue growth of about 3% annually; about 15% EBITDA
margins; and that the company will sustain leverage below 4x,
following its recent debt repayment with proceeds from the spin-off
of its Concentra business. Pro forma for the full separation of
Concentra, which is scheduled to occur on Nov. 25, 2024, we expect
the company's S&P Global Ratings-adjusted leverage (on a gross
basis) will be about 3.5x in 2024 and 2025." Inclusive of
Concentra's consolidated earnings and debt, Select Medical's
trailing 12-month leverage was 3.9x as of Sept. 30, 2024.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors:
-- Select Medical's proposed capital structure consists of a $600
million revolving credit facility due 2029 (assumed 85% drawn in
our simulated default scenario), a $750 million senior secured term
loan due in 2031, and $850 million of unsecured notes.
-- S&P's simulated default scenario contemplates a default in
2028, stemming from a significant decline in reimbursement rates
and a reduction in allowed visits due to economic deterioration.
-- S&P assumes the revolver is 85% drawn at default.
-- Given the company's market-leading position in many of its
services and in the geographic regions in which it operates, as
well as the continued demand for its services, S&P believes Select
Medical would remain a viable business and would reorganize rather
than liquidate in case of payment default.
-- Consequently, S&P has used an enterprise value methodology to
gauge recovery prospects. S&P valued the company as a going
concern, using a 5.5x multiple of its projected EBITDA at default,
which is consistent with the multiple used for similar companies.
Simulated default assumptions:
-- Simulated year of default: 2028
-- EBITDA at emergence: $239 million
-- EBITDA multiple: 5.5x
Simplified waterfall:
-- Net enterprise value (after 5% administrative costs): $1.25
billion
-- Valuation split in % (obligors/nonobligors): 100/0
-- Collateral value available to secured creditors: $1.25 billion
-- Secured first-lien debt: $1.27 billion
--Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Total value available to senior unsecured claims: $0
-- Unsecured debt claims: $880 million
--Recovery expectations: 0%-10% (rounded estimate: 0%)
All debt amounts include six months' prepetition interest.
SIDHU TRANSPORTS: Seeks to Hire Kroger Gardis & Regas as Counsel
----------------------------------------------------------------
Sidhu Transports LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Indiana to hire Kroger, Gardis &
Regas, L.L.P. as counsel.
The firm will provide these services:
a. prepare filings and applications and conducting examinations
necessary to the administration of these matters;
b. advise regarding Debtor's rights, duties, and obligations as
debtors-in-possession;
c. perform legal services associated with and necessary to the
day-today operations of the business;
d. represent and assist Debtor in complying with the duties and
obligations imposed by the Bankruptcy Code, the orders of this
Court, and applicable law;
e. represent Debtor at hearings and other proceedings before
this Court;
f. make negotiation, preparation, confirmation, and
consummation of a plan of reorganization; and
g. take any and all other necessary action incident to the
proper preservation and administration of the state in the conduct
of Debtor's business.
The firm will be paid at these rates:
Harley K. Means, Partner $395
Weston E. Overturf, Partner $425
Anthony T. Carreri, Associate $360
Jason T. Mizzell, Associate $325
Kimberly Whigham, Paralegal $195
Deidre Gastenveld, Paralegal $195
Carla Resler, Paralegal $175
Kenyatta Peerman, Paralegal $175
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Harley K. Means, Esq., a partner at Kroger Gardis & Regas, 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:
Harley K. Means, Esq.
Kroger Gardis & Regas, LLP
111 Monument Circle, Suite 900
Indianapolis, IN 46204
Tel: (317) 777-7434
Email: hmeans@kgrlaw.com
About Sidhu Transports LLC
Sidhu Transports LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No.
24-06022) on Nov. 6, 2024, listing up to $50,000 in assets and $1
million to $10 million in liabilities.
The petition was signed by Sukhdev Singh as owner.
Judge Jeffrey J Graham presides over the case.
Harley K. Means, Esq. at Kroger, Gardis & Regas, L.L.P. represents
the Debtor as counsel.
SINGH BROS: Case Summary & Two Unsecured Creditors
--------------------------------------------------
Debtor: Singh Bros Express LLC
1501 East Portland Ave
Tacoma WA 98421
Business Description: The Debtor is part of the general freight
trucking industry.
Chapter 11 Petition Date: November 15, 2024
Court: United States Bankruptcy Court
Western District of Washington
Case No.: 24-42600
Judge: Hon. Mary Jo Heston
Debtor's Counsel: Jane E. Pearson, Esq.
POLSINELLI PC
1000 Second Avenue
Seattle WA 98104
Tel: 206-393-5415
Email: jane.pearson@posinelli.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Chris Van Dyk as authorized
representative.
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/5SC6FFY/Singh_Bros_Express_LLC__wawbke-24-42600__0001.0.pdf?mcid=tGE4TAMA
SNS OG LLC: Seeks Approval to Hire J.M. Cook P.A. as Counsel
------------------------------------------------------------
SNS OG LLC seeks approval from the U.S. Bankruptcy Court for the
Eastern District of New York to hire J.M. Cook, P.A. as counsel.
The firm will provide these services:
a. prepare on behalf of the Debtor, necessary applications,
complaints, answers, orders, reports, motions, notices, plan of
reorganization, disclosure statement and other papers necessary in
Debtor's reorganization case;
b. assist the Debtor in evaluating the legal basis for, and
effect of, the various pleadings that will be filed in the Chapter
11 case by the Debtor and other parties in interest;
c. perform all necessary legal services in connection with the
Debtor's reorganization, including Court appearances, research,
opinions and consultations on reorganization options, direction and
strategy;
d. assist the Debtor in preparing the monthly operating reports
and evaluating and negotiating the Debtor's or any other party's
Plan of Reorganization and any associated Disclosure Statement;
e. commence and prosecute any and all necessary and appropriate
actions and/or proceedings on behalf of the Debtor; and
f. perform all other legal services for the Debtor which may be
necessary and proper in these proceedings and in keeping with his
fiduciary duty.
The firm will be paid at these rates:
Legal $300 per hour
paralegal $175 per hour
J.M. Cook, P.A. will be paid a retainer in the amount of $10,000,
plus $1,738 filing fee.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
J.M. Cook, Esq., a partner at J.M. Cook, P.A., disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
J.M. Cook. Esq.
J.M. Cook, P.A.
5886 Faringdon Place Suite 100
Raleigh, NC 27609
Tel: (919) 675-2411
Fax: (919) 882-1719
Email: J.M.Cook@jmcookesq.com
About SNS OG LLC
SNS OG LLC filed its voluntary petition for relief under Chapter 11
of the Bankrutpcy Code (Bankr. E.D.N.C. Case No. 24-03685) on
October 22, 2024, listing up to $50,000 in assets and $500,001 to
$1 million in liabilities.
Judge Pamela W Mcafee presides over the case.
J.M. Cook, Esq. at J.M. Cook, P.A. represents the Debtor as
counsel.
SOUTHWEST COMMUNITY: Gets Interim OK to Use Cash Collateral
-----------------------------------------------------------
Southwest Community Baptist Church received interim approval from
the U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, to use cash collateral.
The interim order signed by Judge Jeffrey Norman authorized the
church to use its lenders' cash collateral to pay business expenses
set forth in its 14-day budget.
The lenders that purport to hold liens or security interests in
inventory and accounts are the Internal Revenue Service, the U.S.
Small Business Administration, and Lone Star Finance and Lending,
Inc.
As adequate protection, the lenders will continue to have the same
liens, encumbrances and security interests in post-petition cash
collateral.
About Southwest Community Baptist Church
Southwest Community Baptist Church sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No.
24-35226) on November 5, 2024, with up to $10 million in both
assets and liabilities. Joseph J. Mason, director of operations,
signed the petition.
Judge Jeffrey P. Norman oversees the case.
Reese Baker, Esq., at Baker & Associates, represents the Debtor as
legal counsel.
SPIRIT AIRLINES: Paul Hastings Represents Convertible Noteholders
-----------------------------------------------------------------
In the Chapter 11 case of Spirit Airlines Inc., the Ad Hoc Group of
Convertible Noteholders filed a verified statement pursuant to Rule
2019 of the Federal Rules of Bankruptcy Procedure.
In June 2024, certain holders, or investment advisors, sub advisers
or managers of the discretionary accounts of such holders
(collectively, the "Ad Hoc Group of Convertible Noteholders" or
"AHG"), of 4.75% Convertible Senior Notes due 2025 and 1.00%
Convertible Senior Notes due 2026 under that certain Indenture,
dated as of May 12, 2020 engaged Paul Hastings LLP to represent
them in connection with the Indenture. The AHG, in addition,
engaged Ducera Partners LLC as a financial advisor.
The individual members of the AHG hold disclosable economic
interests or act as investment advisors or managers to funds and/or
accounts or their respective affiliates that hold disclosable
economic interests in relation to the Debtor.
The AHG and each member thereof (a) does not assume any fiduciary
or other duties to any other creditor, person or entity and (b)
does not purport to act, represent or speak on behalf of any other
entities in connection with the Debtor's chapter 11 case.
Paul Hastings does not own, nor has Paul Hastings ever owned, any
claims against or interests in the Debtor except for claims for
services rendered to the AHG, nor does Paul Hastings own any equity
securities of the Debtor.
The Ad Hoc Group of Convertible Noteholders' address and the nature
and amount of disclosable economic interests held in relation to
the Debtors are:
1. Certain funds and/or accounts, or subsidiaries of such funds
and/or accounts, managed, advised,
controlled or represented by Cyrus Capital Partners, L.P.
65 East 55th Street, 35th Floor
New York, NY 10022
* $65,018,000 of 8% 1L Secured Notes due 2025
* $108,462,000 of 1% Convertible Notes due 2026
2. Certain funds and/or accounts, or subsidiaries of such funds
and/or accounts, managed, advised,
controlled or represented by UBS Asset Management (Americas)
LLC
One North Wacker Drive 32nd Floor
Chicago, IL 60606
* $77,636,000 of 1% Convertible Notes due 2026
3. Certain funds and/or accounts, or subsidiaries of such funds
and/or accounts, managed, advised,
controlled or represented by Shaolin Capital Management LLC, or
an affiliate thereof
230 NW 24th Street, Suite 603
Miami, FL 33127
* $2,000,000 of 4.75% Convertible Notes due 2025
* $105,750,000 of 1% Convertible Notes due 2026
4. Certain funds and/or accounts, or subsidiaries of such funds
and/or accounts, managed, advised,
controlled or represented by III Capital Management, or an
affiliate thereof
777 Yamato Road, Suite 300
Boca Raton, FL 33431
* $14,041,000 of 1% Convertible Notes due 2026
5. Certain funds and/or accounts, or subsidiaries of such funds
and/or accounts, managed, advised,
controlled or represented by Kore Advisors LP
1501 Corporate Drive, Suite 120
Boynton Beach, FL 33426
* $5,000 of 8% 1L Secured Notes due 2025
* $26,652,000 of 1% Convertible Notes due 2026
6. Capital Ventures International
c/o Susquehanna Advisors Group, Inc.
401 City Avenue, Suite 220
Bala Cynwyd, PA 19004
* $2,000,000 of 8% 1L Secured Notes due 2025
* $21,685,000 of 1% Convertible Notes due 2026
7. Certain funds and/or accounts, or subsidiaries of such funds
and/or accounts, managed, advised,
controlled or represented by Whitebox Advisors LLC, or an
affiliate thereof
3033 Excelsior Blvd, Suite 500
Minneapolis, MN 55416
* $9,577,000 of 1% Convertible Notes due 2026
8. Certain funds and/or accounts, or subsidiaries of such funds
and/or accounts, managed, advised,
controlled or represented by UBS Asset Management Switzerland
AG
Europaallee 21 Postfach, 8098 Zurich
Switzerland
* $10,800,000 of 4.75% Convertible Notes due 2025
* $38,150,000 of 1% Convertible Notes due 2026
9. Certain funds and/or accounts, or subsidiaries of such funds
and/or accounts, managed, advised,
controlled or represented by K2 & Associates Investment
Management Inc.
2 Bloor Street West, Suite 801
Toronto, ON M4W 3E2
* $19,393,000 of 1% Convertible Notes due 2026
10. D. E. Shaw Valence Portfolios, L.L.C.
Two Manhattan West 375 Ninth Avenue, 52nd Floor
New York, NY 10001
* $7,612,000 of 4.75% Convertible Notes due 2025
* 739,279 shares of Existing Equity Interests
Counsel to the Ad Hoc Group of Convertible Noteholders:
PAUL HASTINGS LLP
Matthew L. Warren, Esq.
Geoffrey M. King, Esq.
William Reily, Esq.
Valerie Eliasen, Esq.
71 South Wacker Drive, Suite 4500
Chicago, IL 60606
Telephone: (312) 499-6000
Email: mattwarren@paulhastings.com
geoffking@paulhastings.com
williamreily@paulhastings.com
valerieeliasen@paulhastings.com
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: S&P Lowers ICR to 'D' on Chapter 11 Filing
-----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating to 'D' from
'CCC' on Spirit Airlines Inc. 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.
S&P downgraded Spirit Airlines after it filed for bankruptcy under
Chapter 11 of the U.S. Bankruptcy Code. Spirit entered into a
restructuring agreement with a supermajority of its loyalty and
convertible bondholders, including equitization of $795 million of
its existing debt as well as a $350 million equity investment upon
emergence. The company intends to finance its operations throughout
Chapter 11 proceedings with a $300 million debtor-in-possession
(DIP) facility, subject to bankruptcy court approval. Spirit
expects to emerge from the court-supervised bankruptcy process in
the first quarter of 2025, at which point S&P will reassess its
issuer credit rating on the company based on its new capital
structure and going forward business plan. Post restructuring, the
company intends to issue $840 million of senior secured notes, pro
rata, to its existing senior secured and convertible noteholders.
The filing follows a period of deterioration in the company's
operating performance and projected material liquidity shortfall in
an unsustainable capital structure. At the time of its filing,
Spirit's outstanding debt included $1.1 billion of senior unsecured
notes due September 2025, about $525 million of convertible notes
due in 2025 and 2026, and various aircraft and equipment
obligations.
S&P said, "In line with the downgrade, we lowered our issue-level
ratings on the company's 2015-1 Class A and 2017-1 Class AA, Class
A, and Class B certificates by one notch. Spirit announced that the
vendors, aircraft lessors, and holders of secured aircraft debt
will continue to be paid through the restructuring, and that the
company will continue its operations through the bankruptcy
proceedings. We base our ratings on the EETCs on an ICR of 'CCC-',
reflecting our preliminary view of Spirit's credit profile upon
emergence, the substantial collateral coverage by good-quality
aircraft, and the legal and structural protections available to the
certificates. We continue to view Spirit's likelihood of
affirmation and reorganization as high. The secured notes relating
to each aircraft are cross-collateralized and cross-defaulted--a
provision that we believe increases the likelihood that Spirit
Airlines would cure any defaults and agree to perform its future
obligations (including its payment obligations) under the
indentures in bankruptcy."
STINGRAY 1812 PIZZA: Case Summary & Nine Unsecured Creditors
------------------------------------------------------------
Debtor: Stingray 1812 Pizza LLC
DBA Marco's Pizza
19451 Cochran Blvd.
Port Charlotte, FL 33948
Business Description: The Debtor owns and operates a pizza
restaurant.
Chapter 11 Petition Date: November 15, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-01751
Judge: Hon. Catherine Peek McEwen
Debtor's Counsel: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: (813) 877-4669
Fax: (813) 877-5543
Email: All@tampaesq.com
Total Assets: $34,537
Total Liabilities: $4,259,852
The petition was signed by Terry Burkholder as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's nine unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/C25STWQ/Stingray_1812_Pizza_LLC__flmbke-24-01751__0001.0.pdf?mcid=tGE4TAMA
SUN TECH AIR: Gets OK to Use Cash Collateral Until Dec. 31
----------------------------------------------------------
Sun Tech Air Conditioning, LLC got the green light from the U.S.
Bankruptcy Court for the District of Arizona to use cash collateral
in accordance with its agreement with the U.S. Small Business
Administration.
Sun Tech Air Conditioning and SBA agreed that the company can
continue using cash collateral through Dec. 31 to pay expenses set
forth in its monthly budget, subject to a 10% variance.
The monthly budget includes payment of $1,125 per month to SBA as
adequate protection.
About Sun Tech Air
Sun Tech Air Conditioning, LLC sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-05449) on
July 7, 2024, listing up to $50,000 in assets and up to $1 million
in liabilities.
Judge Madeleine C. Wanslee oversees the case.
Ronald J. Ellett, Esq., at Ellett Law Offices, P.C. represents the
Debtor as legal counsel.
TBDB GR8 PIZZA: Case Summary & 13 Unsecured Creditors
-----------------------------------------------------
Debtor: TBDB GR8 Pizza LLC
d/b/a Marco's Pizza
1970 S. McCall Rd.
Englewood, FL 34223
Business Description: The Debtor owns and operates a pizza
restaurant.
Chapter 11 Petition Date: November 15, 2024
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 24-06745
Judge: Hon. Roberta A Colton
Debtor's Counsel: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: (813) 877-4669
Fax: (813) 877-5543
Email: All@tampaesq.com
Total Assets: $48,395
Total Liabilities: $4,358,753
The petition was signed by Terry Burkholder as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 13 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/ABJHAOA/TBDB_GR8_PIZZA_LLC__flmbke-24-06745__0001.0.pdf?mcid=tGE4TAMA
TIME OUT: Trustee Hires Stevens Martin Vaughn as Special Counsel
----------------------------------------------------------------
John C. Bircher III, the Trustee for Time Out Properties, LLC,
seeks approval from the U.S. Bankruptcy Court for the Eastern
District of North Carolina to employ Stevens Martin Vaughn &
Tadych, PLLC as special counsel.
The firm will assist the Trustee in the investigation and
evaluation of conflicts with affiliated Debtor cases, and for other
investigative duties as the Trustee deems appropriate.
The firm will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Kathleen O'Malley, Esq., a partner at Stevens Martin Vaughn &
Tadych, 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:
Kathleen O'Malley, Esq.
Stevens Martin Vaughn & Tadych, PLLC
2225 W. Millbrook Rd.
Raleigh, NC 27612
Telephone: (919) 585-2300
Email: komalley@smvt.com
About Time Out Properties, LLC
Time Out is a holding company that owns 100% of the equity in each
of Prairie Knolls, Grand Valley MHP, LLC, and Rolling Acres MHC,
LLC, each of which own and operate a mobile home park.
Time Out Properties, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-19722) on
September 20, 2024, with $1 million to $50 million in both assets
and liabilities. The petition was signed by Neil Carmichael Bender,
II as manager.
Judge Scott M Grossman oversees the case.
The Debtor is represented by Bradley S. Shraiberg, Esq. at
Shraiberg Page P.A.
TLC MEDICAL: Seeks to Hire Susan D. Lasky P.A. as Legal Counsel
---------------------------------------------------------------
TLC Medical Group, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire Susan D. Lasky,
P.A. as counsel.
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 financial affairs;
b. advise the Debtor with respect to their 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;
e. represent the Debtor in negotiation with its creditors in
the preparation of a Plan.
The firm will be paid at these rates:
Attorney $500 per hour
Paralegal $200 per hour
The Debtor paid $ 2,500 for pre petition attorney fees and the
chapter 11 filling fee of $1,738.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Susan D. Lasky, Esq., a partner at Susan D. Lasky, P.A., disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Susan D. Lasky, Esq.
Susan D. Lasky, P.A.
320 SE 18th St.
Fort Lauderdale, FL 33316
Tel: (954) 400-7474
Email: Sue@SueLasky.com
About TLC Medical Group, Inc.
TLC Medical Group, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
24-21588) on Nov. 4, 2024, listing $1,000,001 to $10 million in
both assets and liabilities.
Judge Mindy A Mora presides over the case.
Susan D. Lasky, Esq. represents the Debtor as counsel.
TOP PARK: Trustee Hires Stevens Martin Vaughn as Special Counsel
----------------------------------------------------------------
John C. Bircher III, the Trustee for Top Park Services, LLC, seeks
approval from the U.S. Bankruptcy Court for the Eastern District of
North Carolina to employ Stevens Martin Vaughn & Tadych, PLLC as
special counsel.
The firm will assist the Trustee in the investigation and
evaluation of conflicts with affiliated Debtor cases, and for other
investigative duties as the Trustee deems appropriate.
The firm will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Kathleen O'Malley, Esq., a partner at Stevens Martin Vaughn &
Tadych, 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:
Kathleen O'Malley, Esq.
Stevens Martin Vaughn & Tadych, PLLC
2225 W. Millbrook Rd.
Raleigh, NC 27612
Telephone: (919) 585-2300
Email: komalley@smvt.com
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.
TPC GROUP: Moody's Affirms B2 CFR & Rates New $575MM Term Loan B2
-----------------------------------------------------------------
Moody's Ratings has affirmed TPC Group Inc.'s B2 Corporate Family
Rating and B2-PD Probability of Default Rating. At the same time,
Moody's have assigned a B2 rating to the proposed $575 million
backed senior secured first lien term loan to be issued by TPC. The
outlook is stable. The proceeds will be used to repay the company's
$300 million outstanding senior secured notes, fund $210 million
dividends to shareholders and a potential $50 million share
repurchase.
Although the proposed term loan issuance will increase TPC's
outstanding debt, TPC's B2 Corporate Family Rating remains well
supported by its moderate debt leverage and adequate liquidity.
Earnings have been exceptionally strong since 2023 thanks to the
increase in production volumes, renegotiated crude C4 supply
contracts and favorable market-driven events. However, TPC's rating
remains constrained by its concentrated production on the Gulf
Coast, volatile earnings of crude C4 derivatives and spending
requirements to enhance operational safety and reliability.
Social considerations under the Moody's ESG framework, including
health and safety and responsible production, were a key driver of
the rating action. Moody's changed TPC Group's credit impact score
to CIS-4 from CIS-5 and social issuer profile score to S-4 from S-5
to reflect the measures taken to avoid a repeat of the Port Neches
facility explosion in 2019.
RATINGS RATIONALE
TPC's adjusted debt/EBITDA will increase from about 1.5x at the end
of September 2024 to about 2.5x after the proposed issuance of $575
million term loan. Such debt leverage will still be lower than most
B2 rated companies. The rating incorporates Moody’s expectation
that TPC will opportunistically make shareholder distributions or
effectuate leveraged transactions, as some of its present
shareholders will likely seek exit two years after the company's
2022 emergence from Chapter 11.
The primary constraint for the B2 rating lies in TPC's business
concentration on crude C4 derivatives with all of its production
sites located on the Gulf Coast and its volatile earnings pattern.
Supply disruption by unpredictable weather events on the Gulf Coast
can cause large volume and profit swings in crude C4 derivatives.
The company is also exposed to cyclical demand from downstream
applications including synthetic rubber, fuels, lubricant
additives, plastics and surfactants.
The company will continue to debottleneck production capacity,
enhance process safety and improve infrastructure to meet health,
safety and environmental regulations. Capital expenditures,
turnaround and catalyst costs will amount to nearly $130 million
and $105 million in 2025 and 2026, respectively. Additional
spending could be triggered by unexpected outages or weather events
that affect TPC's capital-intensive petrochemical processing
facilities, as well as its storage and terminals assets on the Gulf
Coast.
TPC's earnings have reached multiyear high thanks to a significant
increase in production volumes more than offsetting the volatile
commodity chemical prices. Expanded production capacity,
renegotiated contracts with suppliers and investment in health,
safety and environment and outages at its competitors facilities
also aided a spike in recent earnings.
TPC's rating is supported by its leadership as a major producer of
value-added products from C4 hydrocarbons, its well-established
supplier and customer relationships with other petrochemical
companies on the Gulf Coast, as well as crude C4 supply growth
driven by new ethylene cracker expansions in North America. Its
valuable assets include processing capacity in Houston, storage
facilities and two terminals that link crude C4 raw material
providers with its chemical, refinery and fuels customers.
TPC will have adequate liquidity to cover its cash needs over the
next 12-18 months. Its liquidity included $182 million of cash
(including the $50 million required minimum borrowing amount under
the existing unrated ABL) at the end of September 2024. Moody's
expect TPC will generate moderate free cash flow given Moody’s
expectation of a more normalized business environment and elevated
capex in the next 12-18 months. The new $150 million ABL facility
is subject to borrowing base limitations. The company is required
to use all of its free cash to pay down its ABL borrowings if ABL
availability falls below the greater of $12.5 million and 12.5%.
The $575 million first lien term loan is rated B2, in line with the
CFR. This term loan will be secured by a second lien on TPC's cash,
accounts receivable, and inventory and a first lien on
substantially all of TPC's other assets.
The stable outlook reflects Moody’s expectation that TPC will
continue to improve its infrastructure and operational reliability,
maintain moderate debt leverage and adequate liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The rating could be upgraded if the company can broaden its
business portfolio and geographic footprint, sustainably improve
its earnings through process improvement and capacity expansion,
while meeting safety, health and environmental regulations.
Consistent free cash flow generation and debt leverage below 4.0x
are also required for a rating upgrade.
The rating could be downgraded if the company's liquidity weakens
or earnings deteriorate significantly with a debt leverage above
6.0x. A significant increase in contingent liabilities or fines
related to ongoing proceedings or regulatory investigations could
also weigh on the rating.
ESG CONSIDERATIONS
Environmental, social and governance considerations are
incorporated in TPC's rating. TPC's Credit Impact Score is revised
to CIS-4 from CIS-5, given the company's investment in the last
several years to improve production reliability and reduce health
and safety risks after its 2019 Port Neches explosion. The company
remains exposed to high environmental risks given the waste and
pollution from processing crude C4 and the hazardous nature of such
chemicals. Governance risks include elevated debt level,
concentrated ownership and limited financial disclosure
requirements as a private company.
TPC Group Inc., headquartered in Houston, Texas, is a processor of
crude C4 hydrocarbons (primarily butadiene, butene-1, isobutene)
and differentiated isobutane derivatives. Its products are sold to
producers of synthetic rubber, fuels, lubricant additives, plastics
and surfactants. The company operates through three business
segments: Performance Materials, Octane Enhancers and Specialty
Products. Revenues can range from less than $1.0 to $1.9 billion
depending on commodity prices and production volumes. TPC emerged
from Chapter 11 on December 16, 2022. The company is owned by
several private equity firms including Redwood Capital Management
and PGIM.
The principal methodology used in these ratings was Chemicals
published in October 2023.
TREE HAUS: Seeks to Hire Greenberg Traurig LLP as Counsel
---------------------------------------------------------
Tree Haus Tavern, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Utah to employ Greenberg Traurig LLP as
counsel.
The firm's services include:
a. providing legal advice with respect to the Committee's
rights, powers and duties in this case;
b. preparing on behalf of the Committee of necessary
applications, motions, objections, memoranda, orders, reports, and
other legal papers;
c. appearing in Court, in litigation as a party-in-interest,
and at statutory meetings of creditors to represent the interests
of the Committee;
d. negotiating and evaluating the Debtor's financing, and any
other potential financing alternatives;
e. negotiating a potential plan or plans of reorganization or
liquidation and matters related thereto;
f. assisting the Committee in analyzing the claims of the
Debtor's creditors and the Debtor's capital structure and in
negotiating with holders of claims and equity interests;
g. assisting the Committee with its investigation of the acts,
conduct, assets, liabilities and financial condition of the Debtor
(and, to the extent applicable, the Debtor's officers, directors
and shareholders) and of the operation of the Debtor's business;
h. negotiating and formulating the proposed sale of the
Debtor's assets, including pursuant to section 363 of the
Bankruptcy Code;
i. communicating with the Committee's constituents in
furtherance of its responsibilities, including, but not limited to,
communications required under 11 U.S.C. Section 1102; and
j. assisting with the Committee's performance of its duties
and powers under the Bankruptcy Code and the Bankruptcy Rules and
such other services as are in the interests of those represented by
the Committee.
The firm will be paid at these rates:
Annette Jarvis, Shareholder $900 per hour
Michael F. Thomson, Shareholder $750 per hour
Carson Heninger, Associate $550 per hour
Abigail J. Stone, Associate $300 per hour
Michelle Stuver, Paralegal $350 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Annette Jarvis, Esq., a partner at Greenberg Traurig 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:
Annette W. Jarvis, Esq.
GREENBERG TRAURIG, LLP
222 South Main Street, Suite 1730
Salt Lake City, UT 84101
Tel: (801) 478-6900
Email: jarvisa@gtlaw.com
About The Tree Haus Tavern, LLC
The Tree Haus Tavern, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No.
24-51589) on August 21, 2024, listing up to $50,000 in assets and
$100,001 to $500,000 in liabilities. The petition was signed by
Vance Mendes as member.
William R. Davis, Jr., Esq. at Langley & Banack, Inc. represents
the Debtor as counsel.
TUBULAR SYNERGY: Plan Exclusivity Period Extended to Dec. 6
-----------------------------------------------------------
Judge Scott Everett of the U.S. Bankruptcy Court for the Northern
District of Texas extended Tubular Synergy Group, LP, and OCTG
Connections, LLC's exclusive periods to file a plan of
reorganization and obtain acceptance thereof to December 6, 2024,
and February 4, 2025, respectively.
As shared by Troubled Company Reporter, the Debtors explain that
these Chapter 11 Cases are complex, as reflected by the Court's
Order Granting Complex Chapter 11 Bankruptcy Case Treatment.
Indeed, the Debtors have a significant number of creditors and
various assets that make these Chapter 11 Cases large and complex.
During the beginning of these Chapter 11 Cases, much of the
Debtors' efforts were focused on preserving the going-concern value
of the Debtors' businesses while at the same time working to
explore and generate interest in the 363 Sale Process.
Moreover, the terms of a chapter 11 plan will largely depend on the
outcome of the 363 Sale Process in which the Debtors are currently
engaged. Indeed, the assets to be distributed and the unexpired
contracts to be assumed or rejected through a plan will depend on
the outcome of the 363 Sale Process. Accordingly, the Debtors
believe that extending the Exclusivity Periods until after the
conclusion of the 363 Sale Process is the most efficient use of the
Estates' resources so that the Debtors will have ample time to
negotiate with the Committee and all other stakeholders in an
effort to propose a consensual plan following the conclusion of the
363 Sale Process.
The Debtors claim that they have paid their undisputed postpetition
debts in the ordinary course of business or as otherwise provided
by order of this Court. In so doing, the Debtors have displayed a
willingness to accommodate and negotiate with their various
stakeholders, and the Debtors' actions have shown that the Debtors
have a reasonable prospect of generating a viable plan. As such,
those factors also weigh in favor of granting the Debtors an
extension of the Exclusivity Periods.
The Debtors assert that a relatively small amount of time has
passed since the commencement of these Chapter 11 Cases. However,
in that short time period, the Debtors have made much progress. The
Debtors and their professionals have worked to reaffirm
relationships with the Debtors' customers and vendors, employ
professionals to assist the Debtors in their reorganization
efforts, establish notice procedures, file schedules, statements,
and monthly operating reports, commence the 363 Sale Process, and
engage in discussions with various stakeholders.
The Debtors' Counsel:
Holland N. O'Neil, Esq.
Stephen A. Jones, Esq.
FOLEY & LARDNER LLP
2021 McKinney Avenue, Ste. 1600
Dallas TX 75201
Tel: 214-999-4961
Fax: 214-999-4667
Email: honeil@foley.com
sajones@foley.com
About Tubular Synergy
Tubular Synergy Group, LP comprise a privately held sales,
marketing, and supply chain services distributor of oilfield
casing, tubing, and line pipe utilized in the oil and gas
industry.
Tubular Synergy and its affiliate, OCTG Connections, Inc., sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D. Texas, Lead Case No. 24-80056) on July 9, 2024. In the
petition signed by W. Byron Dunn, chief executive officer and
founding partner, Tubular Synergy disclosed $50 million to $100
million in assets and liabilities.
Foley & Lardner LLP represents the Debtors as legal counsel.
Stretto, Inc. acts as claims and noticing agent to the Debtors.
The U.S. Trustee for Region 6 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee tapped Haynes and Boone, LLP as legal counsel and
Glassratner Advisory & Capital Group, LLC (doing business as B.
Riley Advisory Services) as financial advisor.
TURNONGREEN INC: Mark Scarmato, Family Trust Hold 9.99% Stake
-------------------------------------------------------------
Mark S. Scarmato and The Scarmato Lettich Family Trust dtd
11/28/16, a California trust, disclosed in a Schedule 13G/A filed
with the U.S. Securities and Exchange Commission that as of
September 30, 2024, they beneficially owned 18,375,000 common
shares of TurnOnGreen, Inc., representing approximately 9.99% of
the 183,943,705 common Shares outstanding as of August 12, 2024,
which is the total number of Shares outstanding as disclosed in the
Company's Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on August 13, 2024.
A full-text copy of Mr. Scarmato's SEC Report is available at:
https://tinyurl.com/3xcne25u
About TurnOnGreen Inc.
TurnOnGreen, Inc. (formerly known as Imperalis Holding Corp.), a
Nevada corporation, through its wholly owned subsidiaries Digital
Power Corporation and TOG Technologies Inc., is engaged in the
design, development, manufacture, and sale of highly engineered,
feature-rich, high-grade power conversion and power system
solutions for mission-critical applications and processes.
New York, N.Y.-based Marcum LLP, the Company's auditor since 2021,
issued a "going concern" qualification in its report dated April
11, 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.
TurnOnGreen had a net loss of $4.83 million for the year ended
December 31, 2023, compared to a net loss of $4.22 million in 2022.
As of June 30, 2024, TurnOnGreen had $3.94 million in total assets,
$10.91 million in total liabilities, $25 million in redeemable
convertible preferred stock, and $31.97 million in total
stockholders' deficit.
ULTRA SAFE: Seeks to Hire Ordinary Course Professionals
-------------------------------------------------------
Ultra Safe Nuclear Corp. and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to retain
professionals utilized in the ordinary course of business.
These OCPs have provided legal, technical, accounting, consulting,
and/or other related services to the Debtors, upon which they rely
on to manage their day-to-day operations.
The Debtors seek to pay OCPs 100 percent of the fees and expenses
incurred.
The Debtors do not believe that any of the OCPs have an interest
materially adverse to them, their estates, creditors, or other
parties in interest in connection with the matter upon which they
are to be engaged.
The OCPs' include:
a. CliftonLarsonAllen LLP
Services for tax return filings
Monthly OCP Cap: $30,000
b. Morgan Lewis & Bockius LLP
Legal services for corporate matters
Monthly OCP Cap: $30,000
c. Buchanan Ingersoll & Rooney PC
Legal services for intellectual property matters
Monthly OCP Cap: $15,000
About Ultra Safe Nuclear Corp.
Ultra Safe Nuclear Corp. -- https://www.usnc.com/ -- is a
privately-owned provider of nuclear fuel and reactor components.
Ultra Safe Nuclear Corporation sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-12443) on
October 29, 2024. In the petition filed by Kurt A. Terrani, as
interim chief executive officer, the Debtor reports estimated
assets between $10 million and $50 million and estimated
liabilities between $50 million and $100 million.
The Debtor is represented by Elizabeth Soper Justison, Esq. at
Young Conaway Stargatt & Taylor.
VERTEX ENERGY: Committee Taps Willkie Farr & Gallagher as Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors of Vertex Energy,
Inc. and its affiliates seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to retain Willkie Farr &
Gallagher LLP as its counsel.
The firm's services include:
a. advising the Committee in connection with its powers and
duties under the Bankruptcy Code, the Bankruptcy Rules, and the
Local Rules;
b. assisting and advising the Committee in its consultation
with the Debtors relative to the administration of these chapter 11
cases;
c. attending meetings and negotiating with the representatives
of the Debtors and other parties-in-interest;
d. assisting and advising the Committee in its examination and
analysis of the conduct of the Debtors' affairs;
e. assisting and advising the Committee in connection with any
sale of the Debtors' assets pursuant to section 363 of the
Bankruptcy Code;
f. assisting the Committee in the review, analysis, and
negotiation of any chapter 11 plan(s) of reorganization or
liquidation that may be filed and assisting the Committee in the
review, analysis, and negotiation of the disclosure statement
accompanying any such plan(s);
g. taking all necessary actions to protect and preserve the
interests of the Committee, including: (i) possible prosecution of
actions on its behalf; (ii) if appropriate, negotiations concerning
all litigation in which the Debtors are involved; and (iii) if
appropriate, review and analysis of claims filed against the
Debtors' estates;
h. generally preparing on behalf of the Committee all
necessary motions, applications, answers, orders, reports, replies,
responses, and papers in support of positions taken by the
Committee;
i. appearing, as appropriate, before this Court, the appellate
courts, and the U.S. Trustee, and protecting the interests of the
Committee before those courts and before the U.S. Trustee; and
j. performing all other necessary legal services in these
chapter 11 cases.
Willkie's standard hourly rates are as follows:
Partners and Senior Counsel $1,825 to $2,500
Associates, Other Attorneys
and Law Clerks $535 to $1,625
Paraprofessionals $380 to $650
The following information is provided in response to the request
for additional information set forth in Paragraph D.1 of the U.S.
Trustee Fee Guidelines:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
pre-petition, disclose your billing rates and material financial
terms for the pre-petition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed post-petition, explain the
difference and the reasons for the difference.
Response: Willkie did not represent the Committee prior to the
Debtors' chapter 11 cases. Willkie's billing rates and material
financial terms were substantially the same as the rates Willkie is
currently charging the Committee.
Question: Has your client approved your prospective budget and
staffing plan, and, if so, for what budget period?
Response: The Committee and Willkie expect to develop a
prospective budget and staffing plan to comply with the U.S.
Trustee's requests for information and additional disclosures, and
any other orders of the Court, recognizing that in the course of
these chapter 11 cases there may be unforeseeable fees and
expenses that will need to be addressed by the Committee and
Willkie.
Jennifer Hardy, a partner at Willkie Farr & Gallagher 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:
Jennifer J. Hardy, Esq.
Willkie Farr & Gallagher LLP
600 Travis Street
Houston, TX 77002
Tel: (713) 510-1766
Email: jhardy2@willkie.com
About Vertex Energy, Inc.
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.
VERTEX ENERGY: Retains CCO Joshua Foster With $284,750 Bonus
------------------------------------------------------------
Vertex Energy, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that with the
recommendation of the Compensation Committee of the Board of
Directors of the Company and the approval of the Board of
Directors, the Company entered into a retention letter agreement
dated September 19, 2024, with Mr. Joshua Foster, who was appointed
as Chief Commercial Officer of the Company on September 5, 2024,
and agreed to pay a retention bonus to Mr. Foster of $284,750.
The bonus was subject to the recipient's obligation to repay the
net after-tax bonus in the event that the recipient's employment
with the Company is terminated by the Company for any reason other
than cause, or his death or disability prior to the later of six
months after the date the letter agreement is entered into and the
date of a change of control transaction (including an asset sale of
all or substantially all of the Company's assets). Mr. Foster also
entered into a waiver and release in favor of the Company in
consideration for the retention bonus, pursuant to which he agreed
to release all claims against the Company related to his employment
and certain other employment matters and claims.
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.
WW INTERNATIONAL: S&P Lowers ICR to 'CCC' on Restructuring Risk
---------------------------------------------------------------
S&P Global Ratings lowered the issuer credit rating on WW
International Inc. to 'CCC' from 'CCC+'. The outlook is negative.
At the same time, S&P lowered the ratings on the company's senior
secured debt to 'CCC' from 'B-'. S&P also revised downward its
recovery rating on the debt to '4' from '2', indicating its
expectation for average recovery (30%-50%; rounded estimate 30%) in
the event of a payment default. This reflects the secular decline
in the traditional weight loss category as evidenced by continued
subscriber losses due to increased competition, as well as an aging
demographic with weaker demand from younger consumers and an
overall weaker brand name.
The negative outlook reflects the potential for a debt
restructuring, including potentially a bankruptcy filing, over the
subsequent 12 months.
S&P said, "We think it's likely WW will restructure its debt
obligations over the next 12 months. On its third-quarter earnings
call, management stated the company recently began working with
advisers on evaluating options related to its capital structure. WW
has about $1.4 billion of debt outstanding that is trading
approximately 75% below par. WW has a $1 billion ($945 million
outstanding) senior secured term loan maturing in 2028 and $500
million 4.5% senior secured notes maturing in 2029. We believe the
significant trading price discount to par is indicative of
increased potential for a debt exchange well below par, bankruptcy,
or out-of-court restructuring. While we do not currently envision
an interest payment default or covenant violation in the next 12
months, the capital structure remains unsustainable and the company
will likely take steps to reduce its debt burden to provide for
greater financial and operating flexibility in the future.
Ultimately, because of the unsustainable capital structure and
dependence on favorable business dynamics, we would view any type
of debt restructuring in which the lenders receive less than
originally promised as tantamount to a default."
A return to revenue growth is unlikely over the near term due to
the secular decline and competitiveness of the weight loss industry
and its diminished brand recognition, particularly with younger
people. It will be difficult for WW to compete despite its recent
shift in strategy to offer compounded medication. The company
continues to report declining core digital and workshop subscribers
and revenues, and clinical subscribers remain a small fraction of
the company's overall subscriber base and revenue. S&P said,
"Additionally, we think WW lost existing (as well as potential)
clinical subscribers to rivals in the category that have
capitalized on strong demand for compounded medication. We
ultimately believe WW's subscriber base has aged and its brand is
out of favor, especially among younger consumers, and that it will
continue to face topline headwinds as younger consumers seek out
newer brands and weight loss alternatives." Moreover, there
continues to be evolving risks and regulations concerning GLP-1's
that could complicate WW's ability to improve profitability.
S&P said, "We think a debt restructuring is more likely than a
missed interest payment but it is nonetheless a risk given recent
underperformance. The company does not have any upcoming
maturities, and our base case assumes the company has enough
liquidity to service its debt obligations until its revolving
credit facility (RCF) expires on April 13, 2026. WW can access up
to $61.25 million on its $175 million revolving credit facility
without violating its covenant which is tested at the end of each
quarter. Additionally, we forecast cash on hand of about $68
million at year-end although we believe its minimum cash balance is
around $40 million. We continue to expect S&P Global
Ratings-adjusted leverage around 12x and EBITDA interest coverage
in the low-1x area."
The negative outlook reflects the likelihood of a debt
restructuring including potentially a bankruptcy filing over the
next 12 months.
S&P could lower the rating if it expects the company will pursue a
distressed exchange, bankruptcy, or any other type of debt
restructuring over the subsequent six months that S&P would view as
tantamount to default.
S&P could raise the rating if it no longer believe there is risk of
default over the next 12 months.
XEROX HOLDINGS: S&P Downgrades ICR to 'B+', Outlook Negative
------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Xerox
Holdings Corp. to 'B+' from 'BB-'. S&P also lowered its issue-level
ratings on its senior secured term loan to 'BB' from 'BB+' and on
its senior unsecured notes to 'B+' from 'BB-'.
The negative outlook reflects the continued significant execution
risks involved with Xerox's ongoing transformation program,
especially when it comes to returning to sustained long-term
organic revenue growth and significant core FOCF. Further business
underperformance could lead to another downgrade within the next 12
months.
S&P said, "We have lowered our base-case forecast again due to
continued business underperformance. Xerox lowered its revenue
guidance for 2024 to about a 10% decline in constant currency from
5%-6% primarily due to a delayed global launch of two new print
products, sales force productivity issues, and other factors. As a
result, we now reduce our S&P Global Ratings-adjusted EBITDA margin
forecast by 150 basis points to about 8% and expect negative core
FOCF in 2024 (which excludes the finance receivables run-off
benefit). We believe this highlights the ongoing challenges
involved in executing the wide-reaching Reinvention plan that
resulted in sales disruptions in the first quarter of the year."
Furthermore, the company's purchase of IT savvy (an IT products and
services company with annual revenues of about $445 million) for
$400 million contributes about 0.6x of incremental leverage to our
6x pro forma forecast for the year. The deal, expected to close in
the fourth quarter, is partly funded with $220 million of
promissory notes due in 2025 and 2026. Although S&P currently
expects leverage to improve to just below 5x and positive core FOCF
to adjusted debt of 2%-4% next year from realized cost savings, it
still considers it to be well below its expectations for a 'BB-'
rating.
S&P said, "Our adjusted leverage does not net available cash as we
take a less favorable view on the business's credit profile and
excludes gross debt assumed to be allocated to funding Xerox's
financing activities (about $2 billion as of Sept. 30, 2024). The
latter adjustment should decrease until 2027 as Xerox strategically
reduces its finance receivables portfolio to about $1 billion.
While we still assume the impact on leverage will be largely offset
by a capital allocation policy that prioritizes debt reduction
using the generated reported FOCF, we are somewhat less certain
about this given the ITsavvy acquisition.
"We believe EBITDA margins could improve in 2025 from cost savings
but the transformation plan still entails execution risks. We
forecast S&P Global Ratings-adjusted EBITDA margins improving
slightly to 8.5%-9.5%. So far, Xerox has significantly reduced its
headcount, simplified some of its geographic presence and product
portfolio and made internal process improvements. It expects to
realize nearly $200 million of gross cost savings in 2024
incremental to $100 million realized in 2023. However, it still has
a considerable amount of actions to implement with over $400
million of planned incremental gross cost savings yet to be
realized in its results by 2027. In addition to the continued
pressures of the secularly declining print market, we believe the
company remains exposed to further disruptions or operational
mishaps that could lead to underperformance in the coming years.
"We believe the long-term success of the transformation plan
continues to hinge on the difficult task of stabilizing organic
revenues. The ITsavvy deal increases the revenue share of digital
and IT services to about 15% from below 10% in 2023, with the goal
remaining over 20% by 2026. It remains unclear if these offerings
can eventually offset the secular decline in its core print
business. Until long-term revenues stabilize and core FOCF improves
significantly, we expect downward pressure will remain on the
rating because we believe Xerox would likely need further business
reorganization."
The negative outlook reflects the continued significant execution
risks involved with Xerox's ongoing transformation program,
especially when it comes to returning to sustained long-term
organic revenue growth and significant core FOCF. This is due to
the considerable shift in operating model and product investments
while navigating a secularly challenged core print industry, and
integrating the announced ITsavvy acquisition. Further business
underperformance versus S&P's expectations could lead to another
downgrade within the next 12 months.
XRC LLC: Gets Interim OK to Use Cash Collateral Until Dec. 12
-------------------------------------------------------------
XRC, LLC received interim approval from the U.S. Bankruptcy Court
for the Middle District of Florida to use its secured creditors'
cash collateral until Dec. 12.
The company requires the use of approximately $400,000 in cash
collateral to continue to operate its business for the next few
weeks pending a final hearing on the matter. It projects $395,955
in total expenses for November.
As adequate protection for the use of cash collateral, secured
creditors will be granted replacement liens to the extent of any
diminution in value, with such liens to have the same validity,
extent, and priority as their respective pre-bankruptcy liens.
The U.S. Small Business Administration may assert a first priority
security interest in the company's cash and cash equivalents. The
SBA's debt is approximately $1.6 million.
Additionally, inferior lien holders may claim an inferior interest
in the company's cash and cash equivalents by virtue of alleged
liens on its personal property. These lien holders include CT
Corporation System, E Advance Services, Channel Partners Capital,
and Corporation Service Company.
The next hearing is scheduled for Dec. 12.
About XRC LLC
XRC, LLC offers residential and commercial roofing services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-05911) on October 31,
2024. In the petition signed by Matthew P. Appell, managing member,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Grace E. Robson oversees the case.
Justin M. Luna, Esq., at Latham Luna Eden & Beaudine LLP,
represents the Debtor as legal counsel.
ZHANG MEDICAL: Unsecureds Will Get 2% of Claims over 3 Years
------------------------------------------------------------
Zhang Medical P.C., d/b/a New Hope Fertility Center, filed with the
U.S. Bankruptcy Court for the Southern District of New York a
Disclosure Statement for First Amended Plan of Reorganization dated
October 4, 2024.
The Debtor was founded as a New York Sub-Chapter S corporation in
2001 by John Zhang, M.D. ("Dr. Zhang").
The Debtor leased two floors at the property located at 4 Columbus
Circle, New York, New York and known as "Four Columbus Circle" (the
"Columbus Circle Premises") and commenced operating a full service
fertility clinic. The clinic maintains a team of highly trained
specialists and offers a comprehensive range of fertility services,
including egg freezing, preimplantation genetic testing, and
fertility preservation for cancer patients.
The Plan provides for the restructuring of the Debtor's balance
sheet by the elimination of a significant amount of unsecured debt,
reducing the Debtor's rent expenses by eliminating unnecessary
space, facilitating the transfer of the IP Assets to the Debtor,
and obtaining Dr. Zhang's services through the Employment Agreement
for the life of the Plan. The Plan provides for estimated
Distributions to General Unsecured Creditors of approximately 2% to
be paid over three years. The Distributions will be funded by
available Cash from the Debtor's business operations.
In addition, Dr. Zhang will provide the Zhang New Value
Contribution as consideration for and to enable Dr. Zhang to retain
the Equity Interests in the Reorganized Debtor notwithstanding that
General Unsecured Claims are not being satisfied in full under the
Plan. The Zhang New Value Contribution includes: (i) Dr. Zhang's
transfer of the IP Assets, valued at not less than $760,000, to the
Reorganized Debtor on behalf of himself, the Insider Entities, and
Consolidated Entities; (ii) subordination in right of payment of
all Insider Claims; (iii) Dr. Zhang's agreement to enter into the
Zhang Employment Agreement; and (iv) Dr. Zhang’s agreement to
facilitate the transfer of all assets of the Consolidated Entities
to the Debtor.
Class 3(a) General Unsecured Claims are estimated to total
$9,832,645.09 and consist of the Allowed Claims of non-priority
unsecured creditors, other than the Landlord Claim and the Skyland
Claim. The holders of Allowed Class 3(a) Claims will receive their
Pro Rata Share of Distributions over the life of the Plan in the
aggregate amount of $192,000.00. The Debtor estimates that holders
of Class 3(a) Claims will receive Distributions equal to
approximately 2% of their Allowed Claims, which estimate shall be
confirmed in the Plan Supplement.
Class 3(b) consists of the Landlord Claim, to the extent it becomes
an Allowed Claim. The amount of the Landlord Claim will be
determined by stipulation or order of the Bankruptcy Court. The
Debtor will pay the Landlord on the Effective Date $477,000.00 on
account of its Allowed Claim, and with respect to the remaining
portion of the Landlord's Allowed Claim, the Debtor estimates that
the Landlord will receive Distributions over the life of the Plan,
in the aggregate amount of $204,000.00.
Class 3(c) consists of the Skyland Claim, to the extent it becomes
an Allowed Claim. The Skyland Claim is filed as a secured claim but
it is not secured by any lien or security interest on property of
the Estate. Accordingly, Class 3(c) consists of the Skyland Claim,
which for purposes of the Plan will be treated as an Allowed
Unsecured Claim in the amount of $1,388,076.00. The Debtor
estimates that Skyland will receive Distributions over the life of
the Plan in the aggregate amount of $24,000.00.
Equity interest holders are Persons which hold an ownership
interest in the Debtor. The Interests in the Debtor are held by Dr.
Zhang. The holder of Class 5 Interests will receive no
Distributions under the Plan on account of the Equity Interest in
the Debtor. However, Dr. Zhang will retain the Equity Interest in
the Debtor after making the Zhang New Value Contribution and
confirmation of the Plan.
The Plan will be funded from Cash on hand and revenue generated
from business operations, as well as the proceeds from any other
Assets available to fund the Plan, including the IP Assets and
recoveries from any Causes of Action.
A full-text copy of the Disclosure Statement dated October 4, 2024
is available at https://urlcurt.com/u?l=HVNejU from
PacerMonitor.com at no charge.
Zhang Medical, PC, is represented by:
Sheryl P. Giugliano, Esq.
Michael S. Amato, Esq.
RUSKIN MOSCOU FALTISCHEK, P.C.
1425 RXR Plaza
East Tower, 15th Floor
Uniondale, New York 11556
Telephone: 516-663-6600
Email: sgiugliano@rmfpc.com
mamato@rmfpc.com
About Zhang Medical
New York-based Zhang Medical P.C. specializes in low and no-drug
infertility solutions that help women conceive with minimal
invasiveness. It conducts business under the name New Hope
Fertility Clinic.
Zhang Medical filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10678) on April
30, 2023, with $1 million to $10 million in both assets and
liabilities. Eric Huebscher has been appointed as Subchapter V
trustee.
Judge Philip Bentley oversees the case.
The Debtor tapped Joseph D. Nohavicka, Esq., at Pardalis &
Nohavicka, LLP, as legal counsel.
David Crapo is the patient care ombudsman appointed in the Debtor's
Chapter 11 case.
*********
Monday's edition of the TCR delivers a list of indicative prices
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