/raid1/www/Hosts/bankrupt/TCR_Public/201127.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, November 27, 2020, Vol. 24, No. 331
Headlines
21ST CENTURY: Doctors Want to Block $2.6 Million Suit Over Assets
41-21 HAIGHT STREET: J&C Buys Building Package at Auction
A- AUTO GLASS: Files for Voluntary Chapter 11 Bankruptcy
ACADEMY OF STARRZ: Seeks Approval to Hire AAA Realty as Realtor
AGUNLOYE DEVELOPMENT: Taps Rosenberg Musso as Legal Counsel
ALM LLC: Case Summary & 20 Largest Unsecured Creditors
ASCENA RETAIL: Inks Asset Purchase Agreement With Sycamore
ASCENT RESOURCES: S&P Upgrades ICR to 'B-'; Outlook Stable
ASTORIA ENERGY: S&P Assigns Prelim 'BB-' Rating to New Term Loan
AUTOCANADA INC: S&P Alters Outlook to Positive, Affirms 'B-' ICR
BAUMANN & SONS: Seeks to Hire Joseph A. Broderick as Accountant
BAVARIA INN: Shotgun WIllies in Colorado Hits Chapter 11 Bankruptcy
BDF ACQUISITION: S&P Upgrades ICR to 'B' on Improved Liquidity
BOUCHARD TRANSPORTATION: Hires Kirkland & Ellis as Legal Counsel
BOUCHARD TRANSPORTATION: Hires Portage Point, Appoints CRO
BOYCE HYDRO: Court Extends Bankruptcy Case Deadline
BRIGGS & STRATTON: Settles the Decade-Long Patent Infringement Suit
BRIGGS & STRATTON: Will Pay About $34 Million for Patent Suit
BRIGHT MOUNTAIN: Incurs $56.6 Million Net Loss in Third Quarter
CALIFORNIA PIZZA: Emerges From Chapter 11 Bankruptcy
CALIFORNIA PIZZA: Fine-Tunes Proposed Reorganization Plan
CALIFORNIA PIZZA: Joint Plan of Reorganization Confirmed by Judge
CAREVIEW COMMUNICATIONS: Posts $3.3-Mil. Net Loss in Third Quarter
CBL & ASSOCIATES: White & Case Represents Canyon, Oaktree
CBL & ASSOCIATES: Wins Approval to Use Cash Until Mid-January
CENTURION PIPELINE: S&P Affirms 'BB-' ICR; Outlook Stable
CHARGING BEAR: Seeks to Hire Douglas N. Gould as Legal Counsel
CHESAPEAKE ENERGY: Bondholders to Choose Litigation or 2% Recovery
CHESAPEAKE ENERGY: Reaches Pipeline Deal With Williams
CHURCHILL DOWNS: S&P Affirms 'BB' ICR; Outlook Negative
CINEMEX USA: Court Confirms Chapter 11 Plan
CIRQUE DU SOLEIL: Closes Sale to Lenders, Emerges From Bankruptcy
CLEAN ENERGY: Closes $53K Convertible Note Financing with Power Up
CLEAN ENERGY: Incurs $513K Net Loss in Third Quarter
CRED INC: Court Rejects Customers' Bid to Freeze Crypto Assets
CRED INC: Customers Ask Court to Covert Chapter 11 to Liquidation
CROWN ASSETS: Gets OK to Hire Matthew R. Thiry as Special Counsel
CROWN ASSETS: Gets OK to Hire Rountree Leitman as Legal Counsel
CYC HOLDINGS: Gets OK to Hire Bielli & Klauder as Legal Counsel
DEGROFF RX: Gets OK to Hire Marcum LLP as Accountant
DESERT VALLEY: Seeks to Hire Wright Law Offices as Legal Counsel
DIAMOND COACH: Committee Gets OK to Hire EmergeLaw as Legal Counsel
DN ENTERPRISES: Seeks to Hire Dean J. Jungers as Legal Counsel
EASTERN NIAGARA HOSPITAL: Daniel Dadbin Withdraws from Buying Firm
ELEGANTE IRON: Seeks to Hire Freeman Law as Legal Counsel
ENERGY ALLOYS: Committee Hires BDO Consulting as Financial Advisor
FIRSTENERGY CORP: S&P Lowers ICR to 'BB' on Revolver Borrowing
FRONTIER COMMUNICATIONS: Starts Sale of Junk Bonds for Ch. 11 Exit
GARRETT MOTION: Keeps Plan Filing Exclusivity for Now
GENERAL MOLY: Files for Chapter 11 With Plan Deal
GEX MANAGEMENT: Posts $27K Net Loss in Third Quarter
GLOSTATION USA: Court Approves Bankruptcy Plan
GMJ MACHINE: Gets Court Approval to Hire Blake White as Accountant
GRANITE US: S&P Upgrades ICR to 'B-'; Outlook Positive
GROM SOCIAL: Incurs $2.2 Million Net Loss in Third Quarter
GRUPO MARITIMO: Taps Illustrated Properties as Real Estate Broker
GUITAR CENTER: Files for Chapter 11 Bankruptcy to Cut Debt
HERTZ GLOBAL: Enters Stock & Asset Purchase Deal With Athene
HOLDENVILLE PUBLIC WORKS: S&P Withdraws BB Rating on Revenue Bonds
IFRESH INC: Posts $3.2 Million Net Loss in Second Quarter
IMAGEWARE SYSTEMS: Posts $3 Million Net Loss in Third Quarter
IMPRESA HOLDINGS: Unsecured Creditors Blast Bid of Twin Haven
IQOR HOLDINGS: Court Confirms Prepackaged Plan
IQOR HOLDINGS: Successfully Emerges From Chapter 11
J.C. PENNEY: Gets Court Approval for Separate PropCos Creation
JOHN VARVATOS: Court Sanctions Case Dismissal Process
K&L AG GROUP: Case Summary & 20 Largest Unsecured Creditors
K&W CAFETERIAS: Finds Buyers for Its Lake Norman Residential Assets
KIP AND ANDREA: Must Turn Over $40,000 Insurance Proceeds to Rabo
LCF LABS: Gets OK to Hire Weiland Golden as Legal Counsel
LDG001 LLC: Gets Court OK to Hire Joyce W. Lindauer as Counsel
LE TOTE: $12 Million Sale of Asset to Saadia Closes After Dispute
LILIS ENERGY: Expects to Exit Bankruptcy by December 1
LIVEXLIVE MEDIA: Names Former Scientific Games Executive as CFO
LOCATE 1 PLUS: Seeks Approval to Hire Bankruptcy Attorney
MAD RIVER: Committee Seeks to Hire Buchalter as Bankruptcy Counsel
MLAC CASTLE ATLANTA: Gets Approval to Hire Ten-X Inc. as Auctioneer
MONITRONICS INTERNATIONAL: S&P Affirms 'B-' ICR; Outlook Negative
MONTICELLO HORIZON: Opposes Bid to Appoint Ch. 11 Trustee
NANO MAGIC: Has $111,000 Net Loss for the Quarter Ended Sept. 30
NATIONAL CINEMEDIA: Says Substantial Going Concern Doubt Exists
NATURALSHRIMP INC: Posts $590K Net Loss for Quarter Ended Sept. 30
NET ELEMENT: Has $2.3-Mil. Loss for Quarter Ended Sept. 30
NEUROMETRIX INC: Posts $257,000 Net Loss for Sept. 30 Quarter
NEW HOME CO: S&P Affirms 'B-' ICR; Rating Off CreditWatch Negative
NEXGEL INC: Reports $545K Net Loss for Quarter Ended Sept. 30
NGL ENERGY: S&P Downgrades ICR to 'CCC+'; Outlook Negative
NOBLE CORP: Files Second Amended Plan
NOBLE CORP: Sees Bankruptcy Exit Late This Year or Early 2021
NOBLE CORP: Wins Confirmation of Reorganization Plan
NORTHWEST HARDWOODS: Gets Court Approval for First Day Motions
NORTHWEST HARDWOODS: In Chapter 11 With Plan Deal
NORTHWEST HARDWOODS: Jan. 6, 2021 Plan & Disclosures Hearing Set
NOVATION COMPANIES: Has $959,000 Net Loss for Sept. 30 Quarter
NUVERRA ENVIRONMENTAL: Has $7.1-Mil. Net Loss for Sept. 30 Quarter
NUZEE INC: Posts $2.5-Mil. Net Loss for the Quarter Ended June 30
NYMOX PHARMACEUTICAL: Says Substantial Going Concern Doubt Exists
OASIS PETROLEUM: Has $55.7-Mil. Net Loss for Sept. 30 Quarter
OBALON THERAPEUTICS: Has $1.6-Mil. Net Loss for Sept. 30 Quarter
OBITX INC: Has $1.1-Mil. Net Loss for Quarter Ended July 31
OBLONG INC: Has $2.085-Mil. Net Loss for Quarter Ended Sept. 30
OCEAN POWER: Expands Commercial Team to Southern Europe
ODEBRECHT ENGENHARIA: Files for Chapter 15 Bankruptcy Protection
ONEWEB GLOBAL: Emerges From Chapter 11 Bankruptcy
ORIGINCLEAR INC: Posts $5 Million Net Income in Third Quarter
PG&E CORP: May Face New State Regulators Scrutiny After Fires
REMARK HOLDINGS: Posts $4.4 Million Net Income in Third Quarter
REVACH VENTURE: Gets OK to Hire Robinson Brog as Legal Counsel
RHA STROUD: Appointment of PCO Necessary, Court Rules
RHA STROUD: Seeks to Hire WithumSmith+Brown as Financial Advisor
RJL ENTERTAINMENT: Hires Skrobarczyk & Partridge as Accountant
RUBY TUESDAY: Gets Court Nod to Start Sale of Company
RUBY TUESDAY: Proposes Dual-Path Plan
SAN LUIS & RIO: Trustee Taps Hall & Evans as Special Counsel
SANUWAVE HEALTH: Incurs $6 Million Net Loss in Third Quarter
SHALE FARMS: Gets Court Approval to Hire Appraiser
SORROEIX INC: Case Summary & 17 Unsecured Creditors
STARFISH HOLDCO: S&P Alters Outlook to Stable, Affirms 'B-' ICR
SUN PACIFIC: Incurs $286K Net Loss in Third Quarter
SYNERGY PHARMACEUTICALS: Cole Schotz Lacks Standing on Fee Claim
TBH19 LLC: Must Show Cause re Trustee Appointment, Ch. 7 Conversion
TD HOLDINGS: Signs $20 Million Securities Purchase Agreement
TEMBLOR PETROLEUM: Gets OK to Hire Brown Armstrong as Accountant
TONOPAH SOLAR: Faces Chapter 11 Feasibility Challenges
TOTAL OILFIELD: Seeks to Hire T&C Bookkeeping as Accountant
TPT GLOBAL: Posts $1.4 Million Net Loss in Third Quarter
TPT GLOBAL: Subsidiary Changes Name and Effects Reverse Share Split
U.S. OUTDOOR: Taps Willamette Valley to Provide Tax Services
UMATRIN HOLDING: Posts $252K Net Income in Third Quarter
URBAN ONE: S&P Affirms 'CCC' ICR on Notes Exchange
UTEX INDUSTRIES: Seeks to Hire Weil Gotshal as Legal Counsel
VISTA OUTDOOR: S&P Alters Outlook to Positive, Affirms 'B+' ICR
WINSTEAD'S COMPANY: Crafts Bankruptcy Plan to Pay Debts
WORLD CLASS: Austin's Silicon Hills Campus Heads for Foreclosure
YONG KANG: Seeks to Hire Lin Law Group as Legal Counsel
YOUFIT HEALTH: Seeks to Hire Greenberg Traurig as Legal Counsel
YUNHONG CTI: Hikes Authorized Common Shares to 50 Million
YUNHONG CTI: Incurs $1 Million Net Loss in Third Quarter
ZENERGY BRANDS: Dec. 28 Plan & Disclosure Hearing Set
ZENERGY BRANDS: Unsecureds to Recover 0% to 30% in Liquidating Plan
ZENERGY BRANDS: WIns Nod to Solicit Votes on Wind-Down Plan
[*] 32 Hospitals That Filed for Bankruptcy in 2020
[*] Biggest Bankruptcy Filings of Tampa Bay in 2020
[^] BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace
*********
21ST CENTURY: Doctors Want to Block $2.6 Million Suit Over Assets
-----------------------------------------------------------------
Law360 reports that a group of doctors who worked for bankrupt
Florida cancer center 21st Century Oncology asked a New York
bankruptcy judge on Wednesday, November 18, 2020, to block a $2.6
million Florida state court lawsuit claiming they were paid with
fraudulently transferred assets.
The doctors told the New York court that the Chapter 11 stay on
litigation should block the suit in Jacksonville, Florida, by
Cardinal Health 108, which also has filed an unsecured claim in the
bankruptcy for the same amount of money being sought in the state
court suit. The suit, the doctors said, is an attempt to circumvent
the bankruptcy court's jurisdiction.
About 21st Century Oncology
Fort Myers, Florida-based 21st Century Oncology Holdings, Inc.
(NYSEMKT:ICC), formerly Radiation Therapy Services Holdings, Inc.,
is a physician-led provider of integrated cancer care (ICC)
services. It operates an integrated network of cancer treatment
centers and affiliated physicians in the world which, as of
December 31, 2015, deployed approximately 947 community-based
physicians in the fields of radiation oncology, medical oncology,
breast, gynecological, general surgery and urology. As of December
31, 2015, the Company's physicians provided medical services at
approximately 375 locations, including over 181 radiation therapy
centers, of which 59 operated in partnership with health systems.
Its cancer treatment centers in the United States are operated
under the 21st Century Oncology brand.
As of Sept. 30, 2016, 2st Century had $1.05 billion in total
assets, $1.39 billion in total liabilities, $472.34 million in
series A convertible redeemable preferred stock, $19.24 million in
non-controlling interests - redeemable and a total deficit of
$833.89 million.
* * *
As reported by the TCR on Nov. 4, 2016, S&P Global Ratings lowered
its corporate credit rating on 21st Century Oncology Holdings Inc.
to 'SD' from 'CCC' and removed the ratings from CreditWatch, where
they were placed with negative implications on May 17, 2016. "The
downgrade follows 21st Century's announcement that it failed to
make the Nov. 1, 2016, interest payment on the 11.0% senior
unsecured notes due 2023," said S&P Global Ratings credit analyst
Matthew O'Neill. Given S&P's view of the company's debt level as
unsustainable, and ongoing restructuring discussions, it do not
expect a payment to be made within the grace period.
41-21 HAIGHT STREET: J&C Buys Building Package at Auction
---------------------------------------------------------
Cathy Cunningham of Commercial Observer reports that J&C
International Group, a Chinese investment company focused on the
Queens market, has bought 11 mixed-use buildings in Flushing,
Queens via bankruptcy auction.
Greg Corbin and The Corbin Group at Rosewood Realty Group arranged
the sale along with Richard Maltz from Maltz Auctions.
The assets, located at 41-09 through 41-31 Haight Street are
situated on a 25,000-square-foot lot and have a combined square
footage of 74,901 square feet. Construction of the buildings, which
were delivered vacant, is 95 percent complete.
The package comprises ten contiguous five-story rental apartment
buildings -- located at 41-09 through 41-27 Haight Street -- plus a
six-story, 24-unit condominium building at 41-31 Haight Street and
31 parking spaces.
The property received its temporary certificate of occupancy in
December 2019, and a 15-year tax abatement is anticipated to be
granted.
The previous owner, 41-21 Haight Street Realty Inc., headed up by
developer Bo Jin Zhu, filed for involuntary bankruptcy in June 2019
in the Eastern District of New York. According to court filings,
Zhu ran into trouble during the buildings’ construction phase.
Documents in the Supreme Court of New York show that unit buyers
entered into contracts amounting to $992,000 in 2010 — an amount
that later increased to $1.2 million — and while the developer
accepted both deposits and installment payments, "a closing never
occurred." A Chapter 11 bankruptcy trustee was appointed in August
2019.
Prior to J&C's winning bid, two other groups entered into contract
to buy the buildings, but both groups defaulted on their deposits
of over $6 million, court documents show.
As previously reported by CO, The Corbin Group specializes in
bankruptcies, restructurings, foreclosures, stalled construction
projects and loan sales. Last quarter it closed $92,000,000 in
bankruptcy deals, including a stalled Upper East Side condo
conversion project led by developer Mitchell Marks to Jason Carter
of Carter Management Corp. for $51 million and 29 Beekman Place for
$11.5 million.
Greg Corbin, president of bankruptcy and restructuring at Rosewood
Realty Group, was honored as a top 10 CoStar Power Broker Quarterly
Deals winner for investment sales earlier this month.
About 41-23 Haight Street Realty
41-23 Haight Street Realty, Inc., is a single asset real estate (as
defined in 11 U.S.C. Section 101(51B).
On June 4, 2019, an involuntary Chapter 11 petition (Bankr.
E.D.N.Y. Case No. 19-43441) was filed against 41-23 Haight Street
Realty, Inc. by petitioning creditors, Wen Mei Wang, Xian Kang
Zhang, and Yu Qing Wang. Judge Nancy Hershey Lord oversees the
case.
Victor Tsai, Esq., is the Debtor's legal counsel.
On Aug. 12, 2019, the court appointed Gregory Messer as Chapter 11
trustee for Debtor's estate. The trustee is represented by LaMonica
Herbst & Maniscalco, LLP.
On July 17, 2020, the Office of the U.S. Trustee appointed a
committee of unsecured creditors. Gleichenhaus, Marchese &
Weishaar, PC serves as the committee's legal counsel.
A- AUTO GLASS: Files for Voluntary Chapter 11 Bankruptcy
--------------------------------------------------------
Emmariah Holcomb of glassBYTES.com reports that A-1 Auto Glass Inc.
(A-1) filed for voluntary Chapter 11 bankruptcy petition in North
Carolina's Middle District Court earlier in November 2020. The
company is headquartered in Yadkinville, N.C., according to the
bankruptcy protection form.
According to A-1's filed voluntary Chapter 11 bankruptcy petition,
it is a small business debtor, and its aggregate no contingent
liquidated debts (excluding debts owed to insiders or affiliates)
are less than $2.8 million. "The debtor's aggregate non contingent
liquidated debts (excluding debts owed to insiders or affiliates)
are less than $7,500,000, and it chooses to proceed under
subchapter five of Chapter 11," a portion of the filed voluntary
bankruptcy petition reads.
A-1 stated its assets range from $0 to $50,000 and has liabilities
ranging from $100,001 to $500,000 in its filed petition. The
business also stated its number of creditors range from one to 49
in the filed petition.
Following A-1 filing for voluntary Chapter 11, there was a motion
for an order shortening notice and scheduling expedited hearing to
convert the case to chapter seven. The presiding judge recently
issued an order granting the motion. A hearing will be held on
December 1, 2020.
About A-1 Auto Glass Inc.
A-1 Auto Glass Inc. is a company that offers auto glass repair and
replacement services for windshields, side glass, and back glass.
The company will service a variety of vehicle types, including
trucks, heavy equipment and classic cars.
ACADEMY OF STARRZ: Seeks Approval to Hire AAA Realty as Realtor
---------------------------------------------------------------
The Academy of Starrz, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire AAA Realty as its
realtor.
The firm will list and market the Debtor's commercial real estate
located at 2430 County Road 90, Pearland, Texas.
The realtor has agreed to provide services required by the Debtors
at 5 percent of the selling price.
Anibal Alvarado, a broker at AAA Realty, disclosed in court filings
that his firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Anibal A. Alvarado
AAA Realty
23839 Wispy Way
Katy, TX 77494
Telephone: (283) 230-2323
Email: anibal@earthlink.net
About The Academy of Starrz LLC
The Academy of Starrz LLC provides education programs for children.
Based in Pearland, Texas, The Academy of Starrz LLC filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Tex. Case No. 20-32881) on June 1, 2020. The
petition was signed by Priscilla Jean Motte, managing member.
At the time of filing, the Debtor estimated $1 million to $10
million in both assets and liabilities.
Nelson M. Jones III, Esq., at the Law Office of Nelson M. Jones III
is the Debtor's legal counssel.
AGUNLOYE DEVELOPMENT: Taps Rosenberg Musso as Legal Counsel
-----------------------------------------------------------
Agunloye Development and Construction L.L.C. seeks approval from
the U.S. Bankruptcy Court for the Eastern District of New York to
hire Rosenberg, Musso & Weiner as its legal counsel.
Rosenberg Musso will provide these services:
a) give Debtor legal advice with respect to its powers and
duties;
b) prepare legal papers; and
c) perform all other legal services for the Debtor.
The firm received a retainer fee of $5,000.
Rosenberg Musso neither represents nor holds any interest adverse
to the Debtor or its estate, according to a court filing.
The firm can be reached through:
Bruce Weiner, Esq.
Rosenberg, Musso & Weiner
26 Court Street Suite 2211
Brooklyn, NY 11242
Telephone: (718) 855-6840
About Agunloye Development and Construction
Agunloye Development and Construction L.L.C. sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
20-43522) on Sept. 30, 2020. Olawande Agunloye, managing member,
signed the petition.
At the time of the filing, Debtor had estimated assets of between
$100,001 and $500,000 and liabilities of between $50,001 and
$100,000.
Judge Elizabeth S. Stong oversees the case. Rosenberg Musso &
Weiner, LLP is Debtor's legal counsel.
ALM LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: ALM, LLC
DBA Agua La Montana
Los Manantiales
RD Km 4.2 rd 852
Trujillo Alto, PR 00976
Business Description: ALM, LLC is the owner of fee simple title to
a property located in Trujillo Alto, Puerto
Rico having a current value of $860,943.
Chapter 11 Petition Date: November 25, 2020
Court: United States Bankruptcy Court
District of Puerto Rico
Case No.: 20-04571
Debtor's Counsel: Mary Ann Gandia Fabian, Esq.
GANDIA FABIAN LAW OFFICE
PO Box 270251
San Juan, PR 00928
Tel: 787-390-7111
Fax: 787-729-2203
Email: gandialaw@gmail.com
Total Assets: $1,083,384
Total Liabilities: $2,919,967
The petition was signed by Kristian E. Riefkohl Bravo, president.
A copy of the petition containing, among other items, a list of the
Debtor's 20 largest unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/64YBTGI/ALM_LLC__prbke-20-04571__0001.0.pdf?mcid=tGE4TAMA
ASCENA RETAIL: Inks Asset Purchase Agreement With Sycamore
----------------------------------------------------------
Ascena Retail Group, Inc. (OTCMKTS: ASNAQ) and certain of its
subsidiaries (collectively, "Ascena" or the "Company") announced on
November 26, 2020 that it has entered into an asset purchase
agreement ("APA") with Premium Apparel LLC, an affiliate of
Sycamore Partners, a private equity firm specializing in consumer,
retail and distribution investments, to sell Ascena's Ann Taylor,
LOFT, Lane Bryant and Lou & Grey brands. Premium Apparel will
acquire the brand assets for a purchase price of $540 million, on a
cash-free and debt-free basis, subject to certain adjustments, and
the assumption of certain liabilities. Under the APA, Premium
Apparel has committed to retaining a substantial portion of the
retail stores and associates affiliated with these brands.
"We are pleased to announce an agreement with Sycamore Partners, an
experienced and trusted leader in the retail sector. The commitment
Sycamore has made to our people and business is a testament to the
long-term growth potential of our brands," said Gary Muto, Chief
Executive Officer. "At Ascena, we have made significant progress in
our financial restructuring process. We have worked diligently to
maximize the value of all of our brands, and today's agreement with
Sycamore is the latest example."
Mr. Muto continued, "I want to thank our associates, as well as our
customers and vendors, for their support of Ascena and our brands.
We are looking forward to the holiday season and beyond in Ann
Taylor, LOFT, Lane Bryant and Lou & Grey stores and online. As our
customers' needs continue to evolve, our teams remain focused on
delivering great fashion and memorable experiences, however our
customer chooses to shop."
"Ann Taylor, LOFT, Lane Bryant and Lou & Grey are well-known
brands, each with passionate associates and loyal customers," said
Stefan Kaluzny, Managing Director of Sycamore Partners. "These
brands have significant potential, and we are excited about the
opportunity to partner with Ascena's talented team to continue
delivering new and relevant experiences for customers."
The transaction is expected to be completed by mid-December. As
previously disclosed, FullBeauty Brands Operations, LLC has
completed its acquisition of Catherines’ intellectual property
assets and e-commerce business, and Justice Brand Holdings LLC, an
entity formed by Bluestar Alliance LLC, has completed its
acquisition of the intellectual property of Justice.
Additional Information
Additional resources for customers and other stakeholders, and
other information on Ascena's financial restructuring, can be
accessed by visiting the Company's restructuring website at
https://www.ascenaretail.com/restructuring/. Court filings and
other documents related to the Chapter 11 process are available at
http://cases.primeclerk.com/ascena,by calling the Company’s
claims agent, Prime Clerk, toll-free at (877) 930-4319 (toll free)
or (347) 899-4594 (international) or sending an email to
ascenainfo@primeclerk.com.
Kirkland & Ellis LLP is serving as legal counsel to the Company and
Alvarez and Marsal Holdings, LLC is serving as restructuring
advisor. Guggenheim Securities, LLC is serving as the Company’s
financial advisor. Davis Polk & Wardwell LLP is serving as legal
counsel to Sycamore Partners and Premium Apparel.
About Sycamore Partners
Sycamore Partners is a private equity firm based in New York. The
firm specializes in consumer, retail and distribution investments
and partners with management teams to improve the operating
profitability and strategic value of their business. Sycamore has
approximately $10 billion in assets under management. The firm's
investment portfolio currently includes Belk, CommerceHub, Hot
Topic, MGF Sourcing, NBG Home, Pure Fishing, Staples North American
Delivery, Staples United States Retail, Staples Canada, Talbots,
The Limited and Torrid.
About Ascena Retail Group
Ascena Retail Group, Inc. (Nasdaq: ASNA) is a national specialty
retailer offering apparel, shoes, and accessories for women under
the Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus
Fashion (Lane Bryant, Catherines and Cacique), and Value Fashion
(Dressbarn) segments, and for tween girls under the Kids Fashion
segment (Justice). Ascena, through its retail brands, operates
ecommerce websites and approximately 2,800 stores throughout the
United States, Canada, and Puerto Rico. Visit
http://www.ascenaretail.com/for more information.
Ascena Retail reported a net loss of $661.4 million for the fiscal
year ended Aug. 3, 2019, a net loss of $39.7 million for the year
ended Aug. 4, 2018, and a net loss of $1.06 billion for the year
ended July 29, 2017.
On July 23, 2020, Ascena Retail Group and its affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of
Feb. 1, 2020, Ascena Retail had $13,690,710,379 in assets and
$12,516,261,149 in total liabilities.
The Hon. Kevin R. Huennekens is the case judge.
The Debtors tapped Kirkland & Ellis LLP and Cooley LLP as
bankruptcy counsel, Guggenheim Securities, LLC, as financial
Advisor, and Alvarez and Marsal North America, LLC as restructuring
advisor. Prime Clerk, LLC is the claims agent.
* * *
In September 2020, FullBeauty Brands Operations, LLC, won an
auction to acquire Ascena's Catherines intellectual property assets
for a base purchase price of $40.8 million and potential upward
adjustment for certain inventory.
In November 2020, Ascena won approval to to sell the intellectual
property of its Justice Brand and other Justice brand assets to
Justice Brand Holdings LLC, an entity formed by Bluestar Alliance
LLC (a leading brand management company), for $90 million.
The Company continues to operate its Ann Taylor, LOFT, Lane Bryant,
and Lou & Grey brands as normal through a reduced number of retail
stores and online.
ASCENT RESOURCES: S&P Upgrades ICR to 'B-'; Outlook Stable
----------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.-based
exploration and production company Ascent Resources Utica Holdings
LLC to 'B-' from 'SD'. S&P raised its rating on the company's
senior unsecured notes due 2026 to 'B' (recovery rating: '2') from
'CCC+' and removing them from CreditWatch, where it placed them
with positive implications on September 11, 2020. S&P also raised
its issue-level rating on the remaining portion of company's senior
unsecured notes due 2022 to 'B' from 'D'.
At the same time, S&P assigned a 'B+' issue-level rating (recovery
rating: '1') to the company's new second-lien term loan due 2025,
and a 'B' issue-level rating (recovery rating: '2') to the
company's new unsecured notes due 2027.
S&P said, "The 'B-' issuer credit rating reflects our view that
further distressed debt offers are unlikely given current
debt-trading levels, and that the company's capital structure is
sustainable. The recent debt exchange transaction has materially
improved the company's debt maturity profile by pushing 2022 debt
maturities to 2025 and 2027 and voiding a potential springing
maturity of the revolving credit facility due 2024 in December
2021. We believe further debt exchanges or buy backs are unlikely
as the company's debt currently trades close to or above par.
Finally, we forecast the company to generate free cash flow in
excess of $100 million annually over the next two years while
maintaining adequate credit measures, including FFO to debt above
35% and debt to EBITDA of about 2x."
"Our assessment of Ascent's financial policy constrains the rating.
Ascent is 100% privately owned by a group of private equity
sponsors. While the company's credit metrics are solid and
management is currently focused on cash flow generation and further
debt reduction, we believe there is a risk of a releveraging in the
medium term if equity sponsors are not able to monetize their
investments. The company also has recently closed on a debt
exchange transaction that we deemed distressed."
"The stable outlook on Ascent Resources Utica Holdings (ARU)
reflects our expectation that the company will maintain FFO to debt
in the 35% to 40% range over the next two years and generate
positive free cash flow, while maintaining adequate liquidity."
"We could lower the ratings if we view the company's capital
structure as unsustainable, with FFO to debt below 12%, which would
most likely occur because of lower commodity prices leading to a
decline in profitability, or if management pursues a more
aggressive spending plan or financial policy."
"We could raise the ratings if we reassess the company's financial
policy. This would most likely occur if the company delivers on its
plan to generate positive free cash flow on a sustained basis,
while maintaining debt to EBITDA below 2x and adequate liquidity,
or if the company is no longer controlled by a financial sponsor."
ASTORIA ENERGY: S&P Assigns Prelim 'BB-' Rating to New Term Loan
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'BB-' project finance
issue rating to Astoria Energy LLC's (AE) new $800 million term
loan B (TLB), $38 million revolving credit facility (RCF), and $22
million debt service reserve letter of credit (LC) facility. S&P
also assigned a preliminary '2' recovery rating to the debt.
AE will use the proceeds from the issuance to refinance existing
debt, as well as for general corporate purposes, including a
one-time dividend payment to its equity holders, and payment of
transaction-related fees and expenses.
The 'BB-' rating on the existing TLB and RCF is unchanged, and S&P
will withdraw it at the close of the proposed transaction, which is
intended to repay that debt.
AE is a nominal 615-megawatt (MW) combined-cycle natural gas-fired
power plant in Zone J (NYC), a highly constrained and competitive
electricity region in NYISO. The power plant commenced commercial
operations in mid-2006, supplying the majority of its power to
Consolidated Edison Inc. under a 10-year power purchase agreement
through mid-2016, and it became a fully merchant generator when
that contract expired. The facility consists of two GE PG7241 (7FA)
combustion turbine generator (CTG) sets, two Alstom heat recovery
steam generators (HRSGs) with supplemental firing capability, and
one Alstom Model STF25 steam turbine generator (STG). Natural gas
is the primary fuel. Low sulfur distillate fuel oil is stored
onsite and serves as a backup fuel. The facility is owned by
Astoria Power Partners Holding LLC (APPH).
In addition, APPH owns an approximately 55% interest in Astoria
Energy II LLC (AEII), a dual fuel fired combined-cycle facility
with a nominal capacity of 615 MW. The facility began commercial
operations on July 1, 2011. Natural gas is the primary fuel and low
sulfur distillate fuel oil is stored onsite as backup fuel.
AEII is fully contracted through June 30, 2031, under a 20-year
tolling agreement with the New York Power Authority (NYPA). NYPA is
responsible for all fuel and emissions costs, and holds title to
all products made available by the facility. AE will rely on
approximately 55% of the distributions from AEII to service its
debt.
The proposed transaction relies on cash flow from both AE and AEII.
AE is raising $860 million in financing to repay the existing
senior secured TLB and RCF and a secured debt service reserve LC
facility, and for general corporate purposes, including a one-time
distribution to its owners. The proposed issuance will consist of
an $800 million senior secured TLB with a term of seven years and a
senior secured RCF with capacity of $38 million and debt service
reserve LC with capacity of $22 million, both expiring in five
years.
Proceeds from the transaction will be used to repay existing debt
($644 million), as well as for the one-time dividend payment to
equity holders ($131 million), and payment of transaction-related
fees and expenses ($19 million).
AE's repayment capacity is partially dependent on distribution
(dividend) payments generated by AEII that the borrower does not
own or control. These distributions represent 27% of AEI's CFADS.
The distribution paid to AE is subordinated as it represents
distributions from AEII, which are only paid after AEII has met all
its operating, maintenance, debt service, and any other
requirements under the existing debt structure. Therefore, to rate
AE's proposed debt, S&P has used "Principles Of Credit Ratings"
because its project finance criteria do not provide for the
analysis of structures where repayment is dependent on a mix of
operating revenues and subordinated revenues (distribution) flow
from assets that are not part of the structure and are not pledged
to the benefit of the lenders.
S&P said, "Under this approach, we have determined the operating
phase business assessment (OPBA) based on a weighted average of the
OPBA of AE and AEII with relative contribution of CFADS to
determine the weights. The CFADS used for the rating consist of the
cash flow from AE and the distributions from AEII."
"The stable outlook reflects our expectation that AE will operate
in line with historical performance and generate strong DSCRs for
the rating level through TLB maturity. Under our base case, we
generally expect the project will achieve DSCRs in the 2.0x area
until the TLB matures in December 2027. We also expect that minimum
DSCR will remain above 1.6x in the post-refinancing period
(2027-2038), in which we assume a fully amortizing debt
structure."
"We could lower the rating if DSCRs fall below 1.6x on sustained
basis or the resilience of the project weakens, with average DSCR
forecast to be below 2.5x on a sustained basis. This would likely
be caused by operational issues, NYISO cleared capacity prices that
fail to meet our forward-looking assumptions, or
lower-than-expected realized energy margins."
"We could raise the rating if the NYISO Zone J capacity market
improved considerably or spark spreads widened, resulting in the
project sweeping more cash than expected and reaching DSCRs above
2.0x consistently throughout the remaining life of the asset."
AUTOCANADA INC: S&P Alters Outlook to Positive, Affirms 'B-' ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on AutoCanada Inc. to
positive from negative and affirmed its ratings on the company,
including its 'B-' long-term issuer credit rating (ICR) on
AutoCanada.
S&P said, "The positive outlook reflects our expectation that
credit measures should strengthen over the next couple of years,
mainly from a recovery in new vehicle sales, parts and services
revenue, and the company executing on initiatives to improve its
cost profile."
"The positive outlook reflects stronger-than-anticipated operating
results during the second and third quarters of 2020. AutoCanada
Inc.'s sales, earnings, and cash flow generation have been trending
much better than we had expected earlier this year, thereby
increasing the likelihood of an upgrade within the next 12 months.
Sales activity this year was far less affected by the pandemic than
we had expected at the time of our April downgrade on AutoCanada.
We also believe the company has been doing a commendable job
managing its cost profile and working capital to limit the effects
of lower volumes earnings and cash flow. As a result, we now expect
AutoCanada will generate adjusted EBITDA of C$65 million-C$70
million in 2020, almost double the level we were expecting in
April, with strong free operating cash flow (FOCF) generation that
bolsters the company's liquidity position."
"Pandemic-related uncertainty and the possibility of higher
leverage from acquisitions are incorporated into our affirmation of
AutoCanada. We now expect the company will generate an adjusted
debt-to-EBITDA ratio of 5.5x-6.0x in 2021, which is a key threshold
for an upgrade on AutoCanada. Leverage at this level is also about
in line with our previous expectations at the start of this year,
when our rating on the company was 'B'. We also revised upward our
liquidity assessment on AutoCanada, mainly given the material
increase in its cash balance and availability under its revolving
credit facility, which represented about C$220 million of available
liquidity at Sept. 30, 2020, and lack of near-term fixed debt
maturities. Its covenant headroom is likely to tighten up in the
second half of 2021, but we do not anticipate this to be an issue
based on the banking syndicate support at the outset of the
pandemic."
The rebound in the company's operating results and liquidity is
relatively nascent. In addition, the company's credit measures are
sensitive to relatively modest shortfalls in expected earnings or
cash flow generation, which could result from the effects of the
pandemic in the near term, or slowing economic conditions in its
core markets.
S&P said, "AutoCanada is also likely to remain acquisitive, and
this could contribute to higher-than-anticipated leverage to a
level we do not view as consistent with a 'B' ICR. We believe the
aforementioned downside risks to our forecast will become more
apparent over the coming months, at which point we could
contemplate an upgrade."
"The positive outlook reflects our expectation that credit measures
should strengthen over the next couple of years, mainly from a
recovery in new vehicle sales, parts and services revenue, and the
company's execution on initiatives to improve its cost profile. We
forecast adjusted debt to EBITDA will be 5.5x-6.0x in 2021 and
adjusted EBITDA interest coverage above 2.0x in 2021, with further
improvement in 2022. Higher cash generation has also contributed to
lower liquidity risk than we had previously envisioned."
"We could upgrade AutoCanada within the next 12 months if prospects
for auto sales and profitability continue to improve and downside
risks from the pandemic and/or future acquisitions abate. In this
scenario, we would have more conviction that credit measures should
improve about in line with our forecast, including an adjusted
debt-to-EBITDA ratio (pro forma for acquisitions) below 7x and
adjusted EBITDA interest coverage above 2x after 2020. In this
scenario, we would also believe the company has solid prospects for
generating positive annual FOCF."
"We could revise the outlook to stable within the next 12 months if
we expect the adjusted debt-to-EBITDA ratio to remain above 7x or
adjusted EBITDA interest coverage below 2x through 2021. This could
occur if we foresee a slower recovery in new vehicle demand next
year, potentially resulting from weaker consumer confidence or
macroeconomic conditions stemming from effects of the pandemic. It
could also occur if we expect AutoCanada to pursue an acquisition
strategy that is primarily funded with additional debt."
BAUMANN & SONS: Seeks to Hire Joseph A. Broderick as Accountant
---------------------------------------------------------------
Baumann & Sons Buses, Inc. and its affiliates seek approval from
the U.S. Bankruptcy Court for the Eastern District of New York to
hire Joseph A. Broderick, P.C. as their accountant.
The Debtors need an accountant to:
a. prepare and file federal and state tax returns for the tax
year ending August 31, 2020 and tax year ending August 31, 2021;
b. assist the Debtors in gathering all information necessary
to prepare complete and accurate tax returns; and
c. perform such other tax accounting services as may be
required or deemed to be in the interests of the Debtors.
Joseph Broderick, a certified public accountant at Broderick,
charges an hourly fee of $350. The rates for other professionals
at Broderick range from $190 to $350 per hour.
Mr. Broderick disclosed in court filings that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Joseph A. Broderick
Joseph A. Broderick, P.C.
734 Walt Whitman Rd.
Melville, NY 11747
Telephone: (631) 462-1779
About Baumann & Sons Buses
Baumann & Sons Buses, Inc. and ACME Bus Corp., along with their
non-debtor parent and two affiliates, operated a large school bus
transportation concern with contracts with a number of school
districts in Nassau, Suffolk and Westchester Counties.
On May 27, 2020, Nesco Bus Maintenance and several other creditors
filed involuntary petitions under Chapter 7 of the Bankruptcy Code
against Baumann & Sons and ACME Bus in the U.S. Bankruptcy Court
for the Eastern District of New York. On July 1, 2020, the court
converted the cases to cases under Chapter 11 (Bankr. E.D.N.Y. Lead
Case No. 20-72121).
On Aug. 3, 2020, Baumann & Sons' affiliates, ABA Transportation
Holding Co. Inc., Brookset Bus Corp. and Baumann Bus Company, Inc.,
each filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code. The cases are jointly administered with Baumann &
Sons (Bankr. E.D.N.Y. Case No. 20-72121) as the lead case. Judge
Robert E. Grossman oversees the cases.
Klestadt Winters Jurellersouthard & Stevens, LLP serves as the
Debtors' legal counsel.
On July 27, 2020, the U.S. Trustee appointed a committee of
unsecured creditors. The committee selected SilvermanAcampora LLP
as its bankruptcy counsel.
BAVARIA INN: Shotgun WIllies in Colorado Hits Chapter 11 Bankruptcy
-------------------------------------------------------------------
Thomas Gounley of BusinessDen reports that strip club Shotgun
Willie's, which has struggled due to coronavirus restrictions,
filed for Chapter 11 bankruptcy.
Glendale strip club Shotgun Willie's has filed for Chapter 11
bankruptcy, citing restrictions on business put in place due to the
coronavirus pandemic.
Bavaria Inn Restaurant Inc., the owner of the strip club at 490 S.
Colorado Blvd., said in a Wednesday, November 18, 2020, filing that
it owes more than $1 million and has assets totaling between
$500,000 and $1 million.
Companies use Chapter 11 bankruptcy protection to reorganize and
keep the business alive, paying creditors over time.
Deborah Dunafon signed the bankruptcy filing as president of
Shotgun Willie's. She opened the strip club in 1982, according to
its website.
In response to requests for comment, an attorney representing the
business issued a statement.
About Shotgun Willies
Founded in 1982, Shotgun Willie's claims to be Denver Metro's
premiere and most legendary Gentleman's club. With 200 of the
country's most gorgeous entertainers.
Bavaria Inn Restaurant, Inc., doing business as Shotgun Willies,
sought Chapter 11 protection (Bankr. D. Colo. Case No. 20-17488) on
Nov. 18, 2020. The Debtor was estimated to have less than $1
million in assets and liabilities of $1 million to $10 million.
The Hon. Elizabeth E. Brown is the case judge. WEINMAN &
ASSOCIATES, P.C., led by Jeffrey A. Weinman, is the Debtor's
counsel.
BDF ACQUISITION: S&P Upgrades ICR to 'B' on Improved Liquidity
--------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating two notches to
'B' from 'CCC+' on U.S.-based specialty furniture retailer BDF
Acquisition Corp.'s (Bob's Discount Furniture). S&P also raised its
issue-level rating on the company's term loan B by two notches to
'B'. The '3' recovery rating is unchanged.
The stable outlook reflects S&P's view that while it anticipates
some performance volatility as the company works through its sales
backlog and the path of the pandemic remains uncertain, S&P now
forecasts leverage will remain comfortably below 5.5x.
Significantly improved third-quarter performance gives S&P
confidence that BDF will not face liquidity issues.
For the third quarter, BDF reported a total sales increase of 11%
year over year and same-store sales of 7.7%. This represents a
significant improvement from the second quarter (same-store sales
contracted 35%), which was severely impacted by pandemic related
store closures that persisted for more than half of the quarter. In
addition, during the third quarter BDF generated meaningful free
operating cash flow of roughly $125 million bolstering liquidity. A
significant portion of cash generation is due to a backlog of
customer orders resulting from higher product demand than can
currently be satisfied by BDF's supply chain. As customers receive
orders, cash balances will decline rapidly from the elevated level
at the end of the third quarter of about $230 million. However, S&P
believes a portion of cash generated is due to leveraging of fixed
costs, reduced expenses, and less discounting.
In addition, the company has fully repaid revolver borrowings taken
to boost liquidity earlier in the year. Given these developments,
S&P no longer believes there is a heightened risk of a liquidity
crunch, a concern that led it to lower the rating to 'CCC+' with a
negative outlook on March 27, 2020.
S&P expects home goods spending will be a tailwind into 2021 and
forecast leverage to remain below 5.5x.
As consumers spend more time at home to social distance and reduce
spending on travel and experiences, they have reallocated
discretionary income toward products that improve their lives at
home. In S&P's view, this trend will likely continue supporting
home goods sales through the end of 2020 and into 2021, offsetting
the very weak second quarter. However, there remains significant
uncertainty as to the magnitude of this impact going forward as the
pandemic persists. At the same time, strong demand for products
throughout the retail industry has led to increases in freight
costs for BDF that will pressure gross margins. As a result, S&P is
forecasting modest declines in margins over the next 12 months.
Furthermore, S&P expects good sales results in the next two
quarters to be likely given sizable order backlogs.
Given these factors, S&P now forecasts EBITDA will increase
slightly in 2020, leading to leverage at the end of the year in the
high-4x range.
S&P said, "While the path of the pandemic remains uncertain and
will likely create volatility in performance, we believe the
company has sufficient room in credit metrics to absorb negative
impacts without leverage increasing above 5.5x on a sustained
basis. This is partly because we believe future pandemic-related
closures, if they occur, would be regionally concentrated and
unlikely to affect the company to the same magnitude seen in the
second quarter."
"The stable outlook reflects our expectation that BDF will modestly
grow sales and resume its rapid store openings, leading to modest
EBITDA expansion over the next 12 months and leverage sustained in
the high-4x area."
S&P could lower the rating if:
-- S&P expects leverage will increase to and remain above 5.5x,
which could occur if same-store sales are meaningfully negative and
margins decline by 200 bps, or through aggressive sponsor led debt
issuance.
-- S&P expects the company will consistently generate negative
free operating cash flow, leading to meaningful sustained draw on
the revolver to fund new store growth.
-- S&P believes that the company's competitive positioning has
weakened, potentially because new stores are performing poorly or
competition is heightened.
S&P could raise the rating if:
-- The company adopts a more conservative financial policy, which
would likely require meaningful exit by the sponsor;
-- S&P expects that leverage will remain in the low-4x area;
-- S&P believes internal cash generation will be sufficient to
avoid draws on the revolver to fund new store growth; and
-- BDF demonstrates a consistent track record of success in its
rapid store growth strategy.
BOUCHARD TRANSPORTATION: Hires Kirkland & Ellis as Legal Counsel
----------------------------------------------------------------
Bouchard Transportation Co., Inc. and its affiliates received
approval from the U.S. Bankruptcy Court for the Southern District
of Texas to employ Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as their legal counsel.
The firms will provide these services:
a. advise the Debtors with respect to their powers and duties
in the continued management and operation of their businesses and
properties;
b. advise the Debtors on the conduct of their bankruptcy
cases, including all of the legal and administrative requirements
of operating in Chapter 11;
c. attend meetings and negotiate with representatives of
creditors and other parties;
d. take all necessary actions to protect and preserve the
Debtors' estates, including prosecuting actions on the Debtors'
behalf, defending any action commenced against the Debtors, and
representing the Debtors in negotiations concerning litigation in
which they are involved;
e. prepare pleadings;
f. represent the Debtors in connection with obtaining
authority to continue using cash collateral and post-petition
financing;
g. advise the Debtors in connection with any potential sale of
assets;
h. appear before the bankruptcy court and any appellate
courts;
i. advise the Debtors regarding tax matters;
j. negotiate, prepare and seek approval of a disclosure
statement and confirmation of a Chapter 11 plan; and
k. perform all other necessary legal services including: (i)
analyzing the Debtors' leases and contracts and the assumption and
assignment or rejection thereof; (ii) analyzing the validity of
liens against the Debtors; and (iii) advising the Debtors on
corporate and litigation matters.
The firms' hourly rates are:
Partners $1,075 - $1,845
Of Counsel $625 - $1,845
Associates $610 - $1,165
Paraprofessionals $245 - $460
The firms made the following disclosures in response to the request
for additional information set forth in Paragraph D.1. of the
Revised U.S. Trustee Guidelines:
-- The firms and the Debtors have not agreed to any variations
from, or alternatives to, the firms' standard billing arrangements
for this engagement.
-- The hourly rates used by the firms in representing the Debtors
are consistent with the rates that they charge other comparable
Chapter 11 clients regardless of the location of the case.
-- The firms' hourly rates for services rendered on behalf of the
Debtors are as follows:
Billing Category U.S. Range
Partners $1,075 - $1,845
Of Counsel $625 - $1,845
Associates $610 - $1,165
Paraprofessionals $245 - $460
-- The Debtors approved the firms' budget and staffing plan for
the period through Dec. 31, 2021.
Ryan Blaine Bennett, president of Ryan Blaine Bennett, P.C., a
partner of Kirkland & Ellis LLP, disclosed in court filings that
the firms are "disinterested persons" as defined in Section 101(14)
of the
Bankruptcy Code.
The firms can be reached through:
Ryan Blaine Bennett. Esq.
Ryan Blaine Bennett, P.C.
Kirkland & Ellis LLP
300 North LaSalle
Chicago, IL 60654
Phone: +1 312-862-2000
About Bouchard Transportation
Founded in 1918, Bouchard Transportation Co., Inc's first cargo was
a shipment of coal. By 1931, Bouchard acquired its first oil barge.
Over the past 100 years and five generations later, Bouchard has
expanded its fleet, which now consists of 25 barges and 26 tugs of
various sizes, capacities and capabilities, with services operating
in the United States, Canada and the Caribbean. Bouchard remains
dedicated to continuing the rich heritage of barging expertise and
family pride well into the future.
Bouchard and certain of its affiliates sought Chapter 11 protection
(Bankr. S.D. Texas Lead Case No. 20-34682) on Sept. 28, 2020. At
the time of the filing, the Debtors had estimated assets of between
$500 million and $1 billion and liabilities of between $100 million
and $500 million.
The Debtors tapped Kirkland & Ellis LLP, Kirkland & Ellis
International LLP and Jackson Walker LLP as their legal counsel;
Portage Point Partners, LLC as restructuring advisor; and Jefferies
LLC as investment banker. Stretto is the claims agent.
BOUCHARD TRANSPORTATION: Hires Portage Point, Appoints CRO
----------------------------------------------------------
Bouchard Transportation Co., Inc. and its affiliates received
approval from the U.S. Bankruptcy Court for the Southern District
of Texas to employ Portage Point Partners, LLC as their
restructuring advisor and designate Matthew Ray of Portage Point as
their chief restructuring officer.
The services Portage Point and the CRO will render are:
a. assist in evaluating and developing a short-term cash flow
model and related liquidity management tools for general corporate
purposes or as may be required by the Debtors or their various
constituents;
c. assist in the evaluation and development of a business plan
and such other related forecasts as may be required by the
Debtors;
d. assist in evaluating and developing various strategic
alternatives and financial analyses as requested by the Debtors;
e. assist in evaluating and implementing contingency planning
related to a Chapter 11 proceeding;
f. assist in working and negotiating with the Debtors'
constituents including, but not limited to, meeting with the
constituents, developing presentations and providing management
with financial analytical assistance necessary to facilitate such
negotiations;
g. assist in the development and distribution of information
required by the Debtors' constituents;
h. assist in obtaining and presenting information required by
parties in interest in the Debtors' bankruptcy process;
i. assist in other business, financial and reporting aspects
of a Chapter 11 proceeding including, without limitation, the
development and execution of asset sales, disclosure statement and
plan of reorganization; and
j. assist with such other matters as may be requested that
fall within Portage Point's expertise and that are mutually
agreeable.
Portage Point's hourly rates are:
Managing Partner $885
Managing Directors $715 - 765
Director $615 - 665
Vice President $495 - 565
Associate $360 - 405
Mr. Ray disclosed in court filings that Portage Point is a
"disinterested person" as defined by Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Matthew Ray
Portage Point Partners, LLC
300 North LaSalle, Suite 1420
Chicago, IL 60654
Phone: (312) 781-7525
Fax: (312) 533-0645
Email: mray@pppllc.com
About Bouchard Transportation
Founded in 1918, Bouchard Transportation Co., Inc's first cargo was
a shipment of coal. By 1931, Bouchard acquired its first oil barge.
Over the past 100 years and five generations later, Bouchard has
expanded its fleet, which now consists of 25 barges and 26 tugs of
various sizes, capacities and capabilities, with services operating
in the United States, Canada and the Caribbean. Bouchard remains
dedicated to continuing the rich heritage of barging expertise and
family pride well into the future.
Bouchard and certain of its affiliates sought Chapter 11 protection
(Bankr. S.D. Texas Lead Case No. 20-34682) on Sept. 28, 2020. At
the time of the filing, the Debtors had estimated assets of between
$500 million and $1 billion and liabilities of between $100 million
and $500 million.
The Debtors tapped Kirkland & Ellis LLP, Kirkland & Ellis
International LLP and Jackson Walker LLP as their legal counsel;
Portage Point Partners, LLC as restructuring advisor; and Jefferies
LLC as investment banker. Stretto is the claims agent.
BOYCE HYDRO: Court Extends Bankruptcy Case Deadline
---------------------------------------------------
Ashley Schafer of Midland Daily News reports that the bankruptcy
court has extended the deadline of the bankruptcy case of Boyce
Hydro.
Midland area residents and business owners impacted by the May 2020
dam failures now have until Dec. 15, 2020 to file a Proof of Claim
in the ongoing Boyce Hydro bankruptcy court case.
In May, the Edenville and Secord dams failed during a heavy rain
event, causing widespread flooding and destruction. Owner of the
dams, Boyce Hydro and its subsidiaries, are the subject of a number
of lawsuits, which are currently on hold while Boyce files for
bankruptcy. The company filed for Chapter 11 bankruptcy in late
July in the U.S. Bankruptcy Court for the Eastern District of
Michigan.
Ven Johnson of Johnson Law, PLC explained that a group of experts
have been hired to represent flood victims in the case; however,
those who believe Boyce Hydro owes them compensation for damaged or
lost property as a result of the May 2020 flooding should make sure
to join the case individually by filing a Proof of Claim.
About Boyce Hydro LLC
Boyce Hydro LLC is an Edenville dam that was privately owned and
operated by Boyce Hydro Power, a company based in Edenville, which
also owned three other hydroelectric facilities.
On July 31, 2020, Boyce Hydro, LLC, and Boyce Hydro Power, LLC,
sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 20-21214
and 20-21215). Boyce Hydro, LLC, and Boyce Hydro Power were each
estimated to have $10 million to $50 million in assets and $1
million to $10 million in liabilities as of the bankruptcy filing.
GOLDSTEIN & MCCLINTOCK LLP, led by Matthew E. McClintock, Esq., is
the Debtors' counsel.
BRIGGS & STRATTON: Settles the Decade-Long Patent Infringement Suit
-------------------------------------------------------------------
Daniel Gill of Bloomberg Law reports that bankrupt lawnmower engine
company Briggs & Stratton Corp. settled a decade-long patent
dispute with Exmark Manufacturing Co., clarifying claims as the
company and its bankrupt affiliates seek approval of a liquidation
plan.
Prior to the bankruptcy, Exmark won a $34.7 million judgment
against Briggs & Stratton for patent infringement, which the U.S.
Court of Appeals for the Federal Circuit recently affirmed. Briggs
& Stratton asked the court to reconsider with a full panel review,
the company said.
Under the proposed settlement, which needs bankruptcy court
approval, Briggs & Stratton will withdraw its request for
reconsideration of the appeals court.
About Briggs & Stratton Corp.
Briggs & Stratton Corporation is a producer of gasoline engines for
outdoor power equipment and a designer, manufacturer and marketer
of power generation, pressure washer, lawn and garden, turf care,
and job site products. The Company's products are marketed and
serviced in more than 100 countries on six continents through
40,000 authorized dealers and service organizations. Visit
https://www.basco.com for more information.
Briggs & Stratton Corporation and four affiliates concurrently
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 20-43597) on July
20, 2020. The petitions were signed by Mark A. Schwertfeger, senior
vice president and chief financial officer. At the time of the
filing, Briggs & Stratton Corporation disclosed total assets of
$1,589,398,000 and total liabilities of $1,350,058,000 as of March
29, 2020.
Judge Barry S. Schermer oversees the cases.
The Debtors tapped Weil, Gotshal & Manges LLP as bankruptcy
counsel; Carmody MacDonald P.C. as local counsel; Foley & Lardner
LLP as corporate counsel; Houlihan Lokey Inc. as investment banker;
Ernst & Young, LLP as restructuring and tax advisor; Deloitte LLP
as auditor and tax consultant; and Kurtzman Carson Consultants, LLC
as claims and noticing agent.
The U.S. Trustee appointed a committee to represent unsecured
creditors in Debtors' Chapter 11 cases.
BRIGGS & STRATTON: Will Pay About $34 Million for Patent Suit
-------------------------------------------------------------
Arthur Thomas of Milwaukee Business News reports that after Exmark
Manufacturing Co. sued Briggs & Statton Corp., alleging some of its
Ferris and Snapper Pro mower decks infringed on Exmark patents, the
two companies have agreed to settle the case.
The agreement calls for Briggs & Stratton Corp. to pay Exmark
$33.65 million, according to a securities filing.
Briggs & Stratton Corp. is the entity that filed for Chapter 11
bankruptcy protection in the summer of 2020. Most of the company's
assets were bought out of bankruptcy by an entity now called Briggs
& Stratton LLC. The settlement does not involve the new entity
that now controls the Briggs & Stratton brand.
Exmark originally brought the lawsuit in the U.S. District Court
for Nebraska in 2010, alleging certain Briggs lawn mowers infringed
on a 1999 patent for a multi-blade lawn mower design. The claim
centered on the use of a baffle to direct the flow of air and grass
clippings during operation.
In 2015, a jury found Briggs had willfully infringed on the patent
and levied $24.3 million in damages against the company. In May
2016, Judge Joseph Bataillon added another $24.3 million because
the infringement was willful.
Briggs asked the judge to reconsider, arguing its cost to resign
the mower should have been accounted for in the damages. Bataillon
denied the motion, contending the jury had awarded Exmark around
$250 per infringing mower and Briggs had "earned a considerably
larger profit than that on every mower it sold."
In January 2018, an appeals court wiped out the $50 million
judgement, finding the district court had errored in granting
summary judgment to Exmark. The& appeals court sent the case back
with instructions to reconsider the decision and hold a new trial
on damages if necessary.
In late 2018, the district court again sided with Exmark. A jury
awarded $14.4 million in damages and the court added another $14.4
million in enhanced damages along with interest and other costs.
Briggs appealed again and the appeals court sided with Exmark in
October. The company initially sought another review by the full
appeals court before withdrawing that petition last week after
reaching the settlement.
About Briggs & Stratton Corp.
Briggs & Stratton Corporation is a producer of gasoline engines for
outdoor power equipment and a designer, manufacturer and marketer
of power generation, pressure washer, lawn and garden, turf care,
and job site products. The Company's products are marketed and
serviced in more than 100 countries on six continents through
40,000 authorized dealers and service organizations. Visit
https://www.basco.com/ for more information.
Briggs & Stratton Corporation and four affiliates concurrently
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 20-43597) on July
20, 2020. The petitions were signed by Mark A. Schwertfeger, senior
vice president and chief financial officer. At the time of the
filing, Briggs & Stratton Corporation disclosed total assets of
$1,589,398,000 and total liabilities of $1,350,058,000 as of March
29, 2020.
Judge Barry S. Schermer oversees the cases.
The Debtors tapped Weil, Gotshal & Manges LLP as bankruptcy
counsel; Carmody MacDonald P.C. as local counsel; Foley & Lardner
LLP as corporate counsel; Houlihan Lokey Inc. as investment banker;
Ernst & Young, LLP as restructuring and tax advisor; Deloitte LLP
as auditor and tax consultant; and Kurtzman Carson Consultants, LLC
as claims and noticing agent.
The Office of the U.S. Trustee appointed a committee to represent
unsecured creditors in Debtors' Chapter 11 cases.
BRIGHT MOUNTAIN: Incurs $56.6 Million Net Loss in Third Quarter
---------------------------------------------------------------
Bright Mountain Media, Inc., filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $56.57 million on $4.89 million of revenues for the three months
ended Sept. 30, 2020, compared to a net loss of $2.04 million on
$2.11 million of revenues for the three months ended Sept. 30,
2019.
For the nine months ended Sept. 30, 2020, the Company reported a
net loss of $63.14 million on $9.44 million of revenues compared to
a net loss of $3.45 million on $3.91 million of revenues for the
nine months ended Sept. 30, 2019.
As of Sept. 30, 2020, the Company had $42.77 million in total
assets, $29.92 million in total liabilities, and $12.85 million in
total shareholders' equity.
The Company used net cash in operating activities of $4,957,486 for
the nine months ended Sept. 30, 2020. The Company had an
accumulated deficit of $83,581,144 at Sept. 30, 2020. The Company
said these factors raise substantial doubt about the ability of the
Company to continue as a going concern for a reasonable period.
The Company's continuation as a going concern is dependent upon its
ability to generate revenues, control its expenses and its ability
to continue obtaining investment capital and loans from related
parties and outside investors to sustain its current level of
operations. Management continues raising capital through private
placements and is exploring additional avenues for future
fund-raising through both public and private sources. The Company
is not currently involved in any binding agreements to raise public
or private capital.
Management Commentary
"The third quarter of 2020 was highlighted by our continued revenue
growth - a testament to the successful execution of our rollup
strategy - with the goal of creating an industry leading digital
media and advertising services platform," said Kip Speyer, chairman
and chief executive officer of Bright Mountain Media. "We continue
to integrate Wild Sky Media post-acquisition and have been
satisfied with the immense contributions their team has made to the
broader organization thus far, expanding our reach into exciting
new demographics through a diverse website portfolio.
"We are also exploring further potential acquisitions in what is
shaping up to be a buyers market. Bright Mountain maintains a
robust pipeline of potential acquisition candidates, though we will
remain highly selective to ensure any target is accretive,
reasonably valued and complementary to our core business.
"2020 has been a year of growth for Bright Mountain Media and I
look forward to what 2021 holds. With a robust acquisition
pipeline, a growing core business and a potential uplisting on the
horizon – we are well positioned to create sustainable value for
our shareholders over the long-term," concluded Speyer.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1568385/000149315220022442/form10q.htm
About Bright Mountain
Based in Boca Raton, Fla., Bright Mountain Media, Inc., a media
holding company, owns and manages Websites in the United States.
It operates through two segments, Product Sales and Services. The
company develops Websites, which provide information and news to
military, law enforcement, first responders, and other public
sector employees; and information, including originally written
news content, blogs, forums, career information, and videos.
Bright Mountain reported a net loss of $3.40 million for the year
ended Dec. 31, 2019, compared to a net loss of $5.22 million for
the year ended Dec. 31, 2018.
EisnerAmper LLP, in Iselin, New Jersey, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
May 14, 2020, citing that the Company has experienced recurring net
losses, cash outflows from operating activities, and has an
accumulated deficit that raise substantial doubt about its ability
to continue as a going concern.
CALIFORNIA PIZZA: Emerges From Chapter 11 Bankruptcy
----------------------------------------------------
Peter Romeo of Restaurant Business reports that California Pizza
Kitchen (CPK) says it has emerged from Chapter 11 bankruptcy
protection with $220 million less in debt and no lending
obligations coming due in the near term.
Earlier disclosures by the casual-dining chain indicate that the
court-approved plan of reorganization leaves the brand with $177
million in borrowed capital for expansion and sharpening the
chain's focus on what it calls a "Cali health" menu. The new bill
of fare includes such items as a BBQ Don't Call Me Chicken Pizza, a
meatless riff on its signature barbecue-chicken pie. The new
version features a plant-based protein analog in place of chicken.
The company retired its debt by swapping equity for what it owed
lenders. Those former creditors now own substantially all of the
operation, CPK said. The operation had tried to sell itself via an
auction last October 2020, but no bidders came forward.
"We are a stronger and healthier company as a result of the
restructuring and we look forward to delivering more of our
innovative, California-inspired cuisine to our loyal CPK guest
community," CEO Jim Hyatt said in a statement.
The company filed for bankruptcy protection at the end of July,
citing the impact of the pandemic. Sales had been sliding for at
least two years beforehand, according to the researcher Technomic.
CPK currently operates or holds the franchise rights to 240
restaurants in 10 countries.
About California Pizza Kitchen
California Pizza Kitchen, Inc. -- http://www.cpk.com/-- is a
casual dining restaurant chain that specializes in California-style
pizza. Since opening its doors in Beverly Hills in 1985, CPK has
grown from a single location to more than 200 restaurants
worldwide. CPK's traditional dine-in locations are full-service
restaurants that serve pizza, salads, pastas and other
California-inspired fare, alongside a curated selection of wines
and a menu of handcrafted cocktails and craft beers. Though the
Company's dine-in restaurants are the primary way the Company
serves its customers, CPK also has a number of "off-premises"
services and licensing agreements that allow customers to get their
favorite CPK dishes on the go.
California Pizza Kitchen, Inc., filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 20-33752) on July 29, 2020. The Hon. Marvin
Isgur oversees the case.
At the time of filing, the Debtors have $100 million to $500
million estimated assets and $500 million to $1 billion estimated
liabilities.
Kirkland & Ellis is serving as legal counsel to CPK, Guggenheim
Securities, LLC is serving as its financial advisor and investment
banker, and Alvarez & Marsal, Inc., as restructuring advisor.
Gibson, Dunn & Crutcher LLP is acting as legal counsel for the
group of first lien lenders and FTI Consulting, Inc. is acting as
its financial advisor. Additional information about the Chapter 11
case can be found at https://cases.primeclerk.com/CPK
CALIFORNIA PIZZA: Fine-Tunes Proposed Reorganization Plan
---------------------------------------------------------
California Pizza Kitchen, Inc., et al., submitted a Second Amended
Joint Chapter 11 Plan of Reorganization to fine-tune terms of its
bankruptcy-exit plan.
A full-text copy of the Second Amended Joint Chapter 11 Plan of
Reorganization dated Oct. 28, 2020, is available at
https://tinyurl.com/y23yebx9 from PacerMonitor.com at no charge.
The Plan proposes to deleverage the Debtors' balance sheet by
approximately $225 million and provides a meaningful recovery to
the Debtors' stakeholders. Further, the Debtors have secured a
fully committed DIP-to-exit facility that provides approximately
$15 million of additional liquidity at emergence. In sum, the
Debtors are now on the verge of consummating their Plan and
positioning their businesses to emerge from chapter 11 a healthier,
better-capitalized enterprise.
"The proposed restructuring pursuant to the Plan is fair and
equitable and maximizes stakeholder value. It is my belief that an
overwhelming majority of the Debtors' stakeholders share this
view. Not only is the Plan supported by the Consenting
Stakeholders who are party to the Restructuring Support Agreement
and supported by the Committee following the execution of the
Settlement, it has also been accepted by each of the Voting
Classes," said Jonathan Tibus, a Managing Director at Alvarez &
Marsal North America, LLC, the Debtors' advisors.
Under the Plan, holders of first lien secured claims in Class 3 are
slated to recover 31.4 percent to 85.6 percent. Holders of general
unsecured claims are slated to recover 3.0 percent to 8.2 percent.
Co-Counsel to the Debtors:
Joshua A. Sussberg, P.C. (admitted pro hac vice)
Matthew C. Fagen (admitted pro hac vice)
Francis Petrie (admitted pro hac vice)
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
Matthew D. Cavenaugh (TX Bar No. 24062656)
Kristhy M. Peguero (TX Bar No. 24102776)
Genevieve Graham (TX Bar No. 24085340)
Veronica A. Polnick (TX Bar No. 24079148)
1401 McKinney Street, Suite 1900
JACKSON WALKER L.L.P.
Houston, Texas 77010
Telephone: (713) 752-4200
Facsimile: (713) 752-4221
California Pizza Kitchen
California Pizza Kitchen, Inc. -- http://www.cpk.com/-- is a
casual dining restaurant chain that specializes in California-style
pizza. Since its opening in Beverly Hills in 1985, California
Pizza Kitchen has grown from a single location to more than 200
restaurants worldwide. Although California Pizza Kitchen's dine-in
restaurants are the primary way it serves its customers, the
restaurant chain also has a number of "off-premises" services and
licensing agreements that allow customers to get their favorite
dishes on the go.
California Pizza Kitchen and its affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 20-33752) on July 29,
2020. In the petitions signed by CEO James Hyatt, Debtors were
estimated to have assets in the range of $100 million to $500
million and $500 million to $1 billion in debt.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as bankruptcy counsel, Jackson Walker LLP as
local counsel, Guggenheim Securities, LLC as financial advisor and
investment banker, Alvarez & Marsal North America, LLC as
restructuring advisor, and Hilco Real Estate LLC as real estate
consultant and advisor. Prime Clerk --
https://cases.primeclerk.com/CPK -- is the claims agent.
CALIFORNIA PIZZA: Joint Plan of Reorganization Confirmed by Judge
-----------------------------------------------------------------
Judge Marvin Isgur has entered findings of fact, conclusions of law
and order confirming the Second Amended Joint Chapter 11 Plan of
Reorganization of California Pizza Kitchen, Inc. and its Debtor
Affiliates.
The Debtors have proposed the Plan in good faith and not by any
means forbidden by law. In determining that the Debtors have
proposed the Plan in good faith, the Court has examined the
totality of the circumstances surrounding the filing of these
chapter 11 cases, the Plan itself, and the process leading to its
formulation.
The Plan is the product of good faith, arm's-length negotiations by
and among the Debtors, the Debtors' directors and officers, the
Consenting Stakeholders, the Committee, and Certain Second Lien
Lenders. Consistent with the overriding purpose of chapter 11, the
Debtors filed these chapter 11 cases, and proposed the Plan, with
the legitimate purpose of allowing the Debtors to maximize
stakeholder value.
The Plan satisfies section 1129(a)(11) of the Bankruptcy Code. The
evidence supporting the Plan offered by the Debtors at or before
the Confirmation Hearing is reasonable, persuasive, credible, and
accurate as of the dates such evidence was prepared, presented, or
offered.
A full-text copy of the order and plan of reorganization dated
October 29, 2020, is available at https://tinyurl.com/y3fp97tx from
PacerMonitor.com at no charge.
About California Pizza Kitchen
California Pizza Kitchen, Inc. -- http://www.cpk.com/-- is a
casual dining restaurant chain that specializes in California-style
pizza. Since opening its doors in Beverly Hills in 1985, CPK has
grown from a single location to more than 200 restaurants
worldwide. CPK's traditional dine-in locations are full-service
restaurants that serve pizza, salads, pastas and other
California-inspired fare, alongside a curated selection of wines
and a menu of handcrafted cocktails and craft beers. Though the
Company's dine-in restaurants are the primary way the Company
serves its customers, CPK also has a number of "off-premises"
services and licensing agreements that allow customers to get their
favorite CPK dishes on the go.
California Pizza Kitchen, Inc., filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 20-33752) on July 29, 2020. The Hon. Marvin
Isgur oversees the case.
At the time of filing, the Debtors have $100 million to $500
million estimated assets and $500 million to $1 billion estimated
liabilities.
Kirkland & Ellis is serving as legal counsel to CPK, Guggenheim
Securities, LLC is serving as its financial advisor and investment
banker, and Alvarez & Marsal, Inc., as restructuring advisor.
Gibson, Dunn & Crutcher LLP is acting as legal counsel for the
group of first lien lenders and FTI Consulting, Inc. is acting as
its financial advisor. Additional information about the Chapter 11
case can be found at https://cases.primeclerk.com/CPK
CAREVIEW COMMUNICATIONS: Posts $3.3-Mil. Net Loss in Third Quarter
------------------------------------------------------------------
Careview Communications, Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss of $3.33 million on $1.57 million of net revenues for the
three months ended Sept. 30, 2020, compared to a net loss of $3.16
million on $1.62 million of net revenues for the three months ended
Sept. 30, 2019.
For the nine months ended Sept. 30, 2020, the Company reported a
net loss of $9.35 million on $4.95 million of net revenues compared
to a net loss of $9.65 million on $4.64 million of net revenues for
the nine months ended Sept. 30, 2019.
As of Sept. 30, 2020, the Company had $6.07 million in total
assets, $107.07 million in total liabilities, and a total
stockholders' deficit of $100.99 million.
The Company's cash position on Sept. 30, 2020 was approximately
$434,000.
CareView said, "We evaluated our ability to continue as a going
concern within one year subsequent to the date of the filing of
this Form 10-Q ("evaluation period"). U.S. generally accepted
accounting principles requires that in making this determination,
the Company cannot consider any remedies that are outside the
Company's control and have not been fully implemented. As a
result, the Company could not consider future potential fundraising
activities. We have evaluated if cash and cash equivalents on hand
and cash generated through operating activities would be sufficient
to sustain projected operating activities through November 24,
2021. We anticipate that our current resources, along with cash
generated from operations, will not be sufficient to meet our cash
requirements throughout the evaluation period, including funding
anticipated losses and scheduled debt maturities. Our PDL
BioPharma, Inc. note payable will mature on November 30, 2020 (see
NOTE 9 for details), our Rockwell Holdings I, LLC facility will
mature on December 31, 2020...and our HealthCor Partners Fund, LP,
HealthCor Hybrid Offshore Master Fund, LP note will mature on April
21, 2021 ... and our Tranche Three Loan, with a maturity date of
October 7, 2020...These notes have been included in current
liabilities on our balance sheet, and we do not have sufficient
funds to cover the amounts due upon maturity of these notes of
approximately $64 million. We additionally continue to generate
operating losses. Because of anticipated losses and scheduled debt
maturities in the following twelve months, substantial doubt is
deemed to exist about the Company's ability to continue as a going
concern through November 24, 2021."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1377149/000138713120010197/crvw-10q_093020.htm
About CareView Communications
CareView Communications, Inc. -- http://www.care-view.com/-- is a
provider of products and on-demand application services for the
healthcare industry, specializing in bedside video monitoring,
software tools to improve hospital communications and operations,
and patient education and entertainment packages. Its proprietary,
high-speed data network system is the next generation of patient
care monitoring that allows real-time bedside and point-of-care
video monitoring designed to improve patient safety and overall
hospital costs. The entertainment packages and patient education
enhance the patient's quality of stay. CareView is dedicated to
working with all types of hospitals, nursing homes, adult living
centers and selected outpatient care facilities domestically and
internationally. The Company's corporate offices are located at
405 State Highway 121 Bypass, Suite B-240, Lewisville, TX 75067.
Careview Communications reported a net loss of $14.14 million for
the year ended Dec. 31, 2019, compared to a net loss of $16.08
million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the
Company had $5.29 million in total assets, $97.03 million in total
liabilities, and a total stockholders' deficit of $91.74 million.
BDO USA, LLP, in Dallas, Texas, the Company's auditor since 2010,
issued a "going concern" qualification in its report dated March
30, 2020, citing that the Company has suffered recurring losses
from operations and has accumulated losses since inception that
raise substantial doubt about its ability to continue as a going
concern.
CBL & ASSOCIATES: White & Case Represents Canyon, Oaktree
---------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of White & Case LLP submitted a verified statement to
disclose that it is representing Canyon Capital Advisors LLC and
Oaktree Capital Management, L.P. in the Chapter 11 cases of CBL &
Associates Properties, Inc., et al.
Each of Canyon and Oaktree either hold claims, or manage or advise
funds and/or accounts that hold claims, against the estates of the
above-captioned debtors and debtors in possession arising on
account of First Lien Loans and/or Senior Notes.
Canyon and Oaktree engaged White & Case to represent them in
connection with the restructuring of the Debtors. As of the date of
this Verified Statement, White & Case represents only Canyon and
Oaktree in connection with the Debtors' restructuring. White & Case
does not represent or purport to represent any other entities in
connection with these chapter 11 cases.
As of Nov. 19, 2020, list of the names, addresses and their
disclosable economic interests are:
Canyon Capital Advisors LLC
2000 Avenue of the Stars, 11th Fl.
Los Angeles, CA 90067
* Revolver: $68,526,740.09
* 2023 Notes: $104,838,000.00
* 2024 Notes: $62,416,000.00
* 2026 Notes: $82,627,000.00
Oaktree Capital Management, L.P.
333 South Grand Ave., 28th Fl.
Los Angeles, CA 90071
* Revolver: $50,073,664.00
* Term Loan: $3,776,371.00
* 2023 Notes: $71,716,000.00
* 2024 Notes: $38,053,000.00
* 2026 Notes: $10,765,000.00
Nothing contained in this Verified Statement should be construed as
a limitation upon, or waiver of, the rights of Canyon or Oaktree to
assert, file and/or amend any claim in accordance with applicable
law and any orders entered in these chapter 11 cases.
Upon information and belief, White & Case does not hold any claim
against, or interest in, the Debtors or their estates, except for a
potential claim for administrative expenses, as may be decided by
the Court.
White & Case reserves the right to amend or supplement this
Verified Statement in accordance with the requirements set forth in
Bankruptcy Rule 2019.
Counsel for Canyon Capital Advisors LLC and Oaktree Capital
Management, L.P. can be reached at:
WHITE & CASE LLP
Thomas E Lauria, Esq.
Brian D. Pfeiffer, Esq.
Michael C. Shepherd, Esq,
Amanda Parra Criste, Esq.
200 South Biscayne Boulevard, Suite 4900
Miami, FL 33131
Telephone: (305) 371-2700
Facsimile: (305) 358-5744
Email: tlauria@whitecase.com
brian.pfeiffer@whitecase.com
mshepherd@whitecase.com
aparracriste@whitecase.com
- and -
Glenn M. Kurtz, Esq.
Andrew W. Hammond, Esq.
WHITE & CASE LLP
1221 Avenue of the Americas
New York, NY 10020
Telephone: (212) 819-8200
Facsimile: (212) 354-8113
Email: gkurtz@whitecase.com
ahammond@whitecase.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3lbFVnP
About CBL & Associates
CBL & Associates Properties, Inc. -- http://www.cblproperties.com/
-- is a self-managed, self-administered, fully integrated real
estate investment trust (REIT) that is engaged in the ownership,
development, acquisition, leasing, management and operation of
regional shopping malls, open-air and mixed-use centers, outlet
centers, associated centers, community centers, and office
properties.
CBL's portfolio is comprised of 107 properties totaling 66.7
million square feet across 26 states, including 65 high-quality
enclosed, outlet and open-air retail centers and 8 properties
managed for third parties. It seeks to continuously strengthen its
company and portfolio through active management, aggressive leasing
and profitable reinvestment in its properties.
CBL, CBL & Associates Limited Partnership and certain other related
entities filed voluntary petitions for reorganization under Chapter
11 of the U.S. Bankruptcy Code in Houston, Texas, on Nov. 1, 2020
(Bankr. S.D. Texas Lead Case No. 20-35226).
The Debtors have tapped Weil, Gotshal & Manges LLP as their legal
counsel, Moelis & Company as restructuring advisor and Berkeley
Research Group, LLC as financial advisor. Epiq Corporate
Restructuring, LLC is the claims agent.
CBL & ASSOCIATES: Wins Approval to Use Cash Until Mid-January
-------------------------------------------------------------
Steven Church of Bloomberg News reports that CBL & Associates
Properties won court approval to temporarily help fund the mall
owner's operations with cash that lenders claim as collateral.
U.S. Bankruptcy Judge David Jones said during a hearing held by
video on Monday, November 22, 2020, that CBL can fund its
operations and other expenses with cash on hand until at least
mid-January 2020.
The company and lenders, represented by their agent, Wells Fargo,
are scheduled to return to court in January 2021 to fight about the
lenders' collateral rights.
Just before CBL filed bankruptcy earlier this November 2020, Wells
Fargo tried to seize rent payments and take other actions against
collateral.
About CBL & Associates
CBL & Associates Properties, Inc. -- http://www.cblproperties.com/
-- is a self-managed, self-administered, fully integrated real
estate investment trust (REIT) that is engaged in the ownership,
development, acquisition, leasing, management and operation of
regional shopping malls, open-air and mixed-use centers, outlet
centers, associated centers, community centers, and office
properties.
CBL's portfolio is comprised of 107 properties totaling 66.7
million square feet across 26 states, including 65 high-quality
enclosed, outlet and open-air retail centers and 8 properties
managed for third parties. It seeks to continuously strengthen its
company and portfolio through active management, aggressive leasing
and profitable reinvestment in its properties.
CBL, CBL & Associates Limited Partnership and certain other related
entities filed voluntary petitions for reorganization under Chapter
11 of the U.S. Bankruptcy Code in Houston, Texas, on Nov. 1, 2020
(Bankr. S.D. Texas Lead Case No. 20-35226).
The Debtors have tapped Weil, Gotshal & Manges LLP as their legal
counsel, Moelis & Company as restructuring advisor and Berkeley
Research Group, LLC as financial advisor. Epiq Corporate
Restructuring, LLC, is the claims agent.
CENTURION PIPELINE: S&P Affirms 'BB-' ICR; Outlook Stable
---------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issuer credit rating and
stable outlook on U.S.-based midstream company Centurion Pipeline
Co. LLC given its expectation of increased customer diversification
over time from Centurion's growth projects (the Wink to Webster and
Augustus pipelines), the importance of the Centurion Pipeline
system to transport Occidental's oil, and Centurion's cushion in
its credit metrics.
At the same time, S&P affirmed its 'BB' issue-level rating on the
company's senior secured term loans. S&P's '2' recovery rating
remains unchanged, indicating its expectation for substantial
(70%-90%; rounded estimate: 85%) recovery in the event of a payment
default.
S&P said, "We believe that Centurion's counterparty credit quality
has modestly weakened. We lowered our issuer credit rating on
Occidental Petroleum by two notches on Nov. 19, 2020, to reflect
its highly leveraged capital structure following the acquisition of
Anadarko in 2019. We expect that Occidental will remain highly
leveraged over the next two years given the industry headwinds and
the challenging market for divestitures while it looks to address
its cumbersome near-term debt maturity schedule. While the credit
quality of Centurion's counterparty has deteriorated, we believe
that customer diversification will increase over time with the
additional revenues and customers from Centurion's growth projects.
Both the Wink to Webster and Augustus pipelines will be operational
by the end of 2020, but we expect to see the bulk of revenues
materialize in 2021. Furthermore, Centurion has a lot of cushion in
their credit metrics and as of the twelve months ending Sep. 30,
2020, Centurion had adjusted debt to EBITDA of 3.4x. If
Occidental's issuer credit rating were to decline by more than one
notch, we could take negative rating action."
Centurion's customer base remains heavily concentrated in two
customers. Centurion benefits from good baseline revenue and it has
a large minimum revenue commitment from Occidental's affiliate,
Occidental Energy Marketing Inc. (OEMI), as well as a long-term
fixed-price contract with an investment-grade counterparty. These
two customers represented over 75% of Centurion's total 2019
revenue.
S&P said, "Much of the Centurion pipeline system is customized for
Occidental's operations and we do not expect any changes to its
minimum revenue commitment agreement. We also believe that
Centurion's midstream assets are important to transport
Occidental's oil from the wellhead."
"The stable outlook on Centurion reflects our view that its
long-term fixed-fee contracts will provide it with some insulation
from market risks and macroeconomic forces over the next few years.
It is also based on our expectation that the company will complete
its growth projects on-time and on-budget while maintaining its
system utilization through new customer contracts and contract
extensions. We expect Centurion's debt to EBITDA to average about
3x through 2021 as the company modestly increases leverage to fund
its capital expenditures (capex), though we expect it to deleverage
over time."
"We would consider taking a negative rating action on Centurion if
the ratings on Occidental were lowered by more than one notch, if
Centurion's various growth projects experience delays or cost
overruns, or if operational issues increase its operating costs or
re-contracting risk. We would also consider a negative rating
action if the company increases its leverage such that its debt to
EBITDA rises above 5x on a sustained basis."
"While unlikely, we would consider taking a positive rating action
if Centurion's business risk improved, which would likely coincide
with a higher level of contracted revenue and/or an expansion in
its scale, scope, and diversification, while it maintains a similar
level of leverage."
CHARGING BEAR: Seeks to Hire Douglas N. Gould as Legal Counsel
--------------------------------------------------------------
Charging Bear, LLC seeks approval from the U.S. Bankruptcy Court
for the Western District of Oklahoma to hire Douglas N. Gould
P.L.C. as its legal counsel.
The firm will provide these services:
(a) provide Debtor legal advice with respect to its powers and
duties;
(b) prepare legal papers; and
(c) perform all other legal services for the Debtor.
The firm will be paid an hourly fee of $350 for actual and
necessary services rendered.
Douglas N. Gould received a retainer fee in the sum of $12,000.
The firm neither holds nor represents any interest adverse to
Debtor or its estate, according to a court filing.
The firm can be reached through:
Douglas N. Gould, Esq.
Douglas N. Gould P.L.C.
5500 N Western., Ste. 150
Oklahoma City, OK 73118
Telephone: (405) 286-3338
Facsimile: (405) 841-1001
Email: dg@dgouldlaw.net
About Charging Bear, LLC
Charging Bear LLC is a single asset real estate debtor (as defined
in 11 U.S.C. Section 101(51B)). It is the owner of fee simple
title to certain parcels located in Oklahoma City, Oklahoma having
an appraised value of $3.4 million.
Charging Bear sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Okla. Case No. 20-13610) on Nov. 11, 2020.
Charles V. Long, Jr., managing member, signed the petition.
At the time of the filing, Debtor had total assets of $3,400,544
and total liabilities of $4,081,531.
Douglas N. Gould, PLC is Debtor's legal counsel.
CHESAPEAKE ENERGY: Bondholders to Choose Litigation or 2% Recovery
------------------------------------------------------------------
Steven Church and Eliza Ronalds-Hannon of Bloomberg News reports
that the bondholders of Chesapeake Energy are to select between
litigation or 2% recovery.
Chesapeake Energy Corp. bondholders owed $3.4 billion by the
bankrupt firm must soon decide to accept as little as two cents on
the dollar offered under the company's debt cutting plan, or demand
more, in part by backing a lawsuit against the company and its most
important stakeholder, Franklin Resources Inc.
The noteholders have until Dec. 7, 2020 to vote on a
bankruptcy-exit plan that would hand at least 88% of the fracking
company to Franklin and its allies, who sit near the front of the
line for repayment in Chesapeake's $9 billion stack of debt.
Noteholders are voting on the reorganization plan ahead of a
courtroom showdown. The judge has warned that without a
settlement, trial could be risky.
About Chesapeake Energy Corp.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's
(NYSE: CHK) operations are focused on discovering and developing
its large and geographically diverse resource base of
unconventional oil and natural gas assets onshore in the United
States.
Chesapeake Energy reported a net loss of $308 million for the year
ended Dec. 31, 2019. As of Dec. 31, 2019, the company had $16.19
billion in total assets, $2.39 billion in total current
liabilities, $9.40 billion in total long-term liabilities, and
$4.40 billion in total equity.
Chesapeake Energy and its affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after
reaching terms of a Chapter 11 plan of reorganization to eliminate
approximately $7 billion of debt.
The Debtors tapped Kirkland & Ellis LLP as legal counsel; Alvarez &
Marsal as restructuring advisor; Rothschild & Co and Intrepid
Financial Partners as financial advisors; and Reevemark as
communications advisor. Epiq Global is the claims agent,
maintaining the page http://www.chk.com/restructuring-information.
Wachtell, Lipton, Rosen & Katz serves as legal counsel to
Chesapeake Energy's Board of Directors.
MUFG Union Bank, N.A., the DIP facility agent and exit facilities
agent, has tapped Sidley Austin LLP as legal counsel; RPA Advisors,
LLC, as financial advisor; and Houlihan Lokey Capital, Inc., as
investment banker.
Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. serve as legal
counsel to an ad hoc group of first lien last out term loan lenders
while Perella Weinberg Partners and Tudor, Pickering, Holt & Co.
serve as the group's investment bankers.
Franklin Advisers, Inc., has tapped Akin Gump Strauss Hauer & Feld
LLP as legal counsel; FTI Consulting, Inc., as financial advisor;
and Moelis & Company LLC as investment banker.
CHESAPEAKE ENERGY: Reaches Pipeline Deal With Williams
------------------------------------------------------
Williams (NYSE: WMB) on Nov. 23, 2020, announced that it has
reached a global resolution with Chesapeake as part of
Chesapeake’s Chapter 11 bankruptcy restructuring process.
"Williams has strategically invested in large-scale and essential
infrastructure necessary to gather and treat the natural gas that
Chesapeake and its joint interest owners produce in the Eagle Ford,
Haynesville, and Marcellus," said Alan Armstrong, Williams
president and CEO. "Our gathering systems are necessary to realize
the full potential of these high value reserves, and we are pleased
to have been able to work with Chesapeake toward a mutually
beneficial outcome that will put Chesapeake on a clear path to a
bright future. Chesapeake is a valuable customer, and this
transaction will both strengthen Chesapeake and allow Williams to
enhance the value of our significant midstream infrastructure by
bringing adequate capitalization to these low-cost gas reserves."
Key highlights of the global resolution, currently pending
bankruptcy court approval, include the following:
* Chesapeake will pay all prepetition and past due receivables
related to midstream expenses, per the existing contracts.
* Chesapeake will not attempt to reject Williams' gathering
agreements in the Eagle Ford, Marcellus, or Mid-Con.
* In the Haynesville, Williams has agreed to reduce its
gathering fees in exchange for gaining ownership of a portion of
Chesapeake's South Mansfield producing assets, which consist of
approximately 50,000 net mineral acres. In addition, Chesapeake
will enter into a long-term gas supply commitment of a minimum 100
Mdth/d and up to 150 Mdth/d for the Transco Regional Energy Access
(REA) pipeline currently under development.
* The reduced gathering fees are consistent with incentive rates
that Williams has offered in the past to attract drilling capital
and are therefore expected to promote additional drilling across
Chesapeake's prolific Haynesville footprint.
* The South Mansfield assets provide an opportunity for Williams
to transition the acreage to a strong and well-capitalized operator
that will grow production volumes, and drive growth in fee based
cash flows on Williams' existing spare midstream capacity, while
also enabling Williams to market significant gas volumes for future
downstream opportunities.
* The commitment to REA provides valuable incremental takeaway
capacity for Chesapeake's Marcellus production and the associated
Williams gathering systems, while adding a valuable capacity
commitment to the Transco project.
* * *
Law360 reports that Chesapeake Energy Corp. proposed a deal Sunday,
November 22, 2020, in Texas bankruptcy court that would provide an
agreeable resolution of disputes over gas gathering agreements with
The Williams Companies by turning over some of the debtor's assets
to the pipeline operator and receiving beneficial amendments to the
gas deals. In its motion, Chesapeake Energy said the proposal
would save the debtor more than $700 million over the remaining
life of the gas-gathering agreement with Williams that originally
called for minimum volume commitments from Chesapeake, with
penalties attached for failing to meet those thresholds.
About Williams
Williams (NYSE: WMB) is committed to being the leader in providing
infrastructure that safely delivers natural gas products to
reliably fuel the clean energy economy. Headquartered in Tulsa,
Oklahoma, Williams is an industry-leading, investment grade C-Corp
with operations across the natural gas value chain including
gathering, processing, interstate transportation and storage of
natural gas and natural gas liquids. With major positions in top
U.S. supply basins, Williams connects the best supplies with the
growing demand for clean energy. Williams owns and operates more
than 30,000 miles of pipelines system wide – including Transco,
the nation’s largest volume and fastest growing pipeline – and
handles approximately 30 percent of the natural gas in the United
States that is used every day for clean-power generation, heating
and industrial use. www.williams.com
About Chesapeake Energy Corp.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's
(NYSE: CHK) operations are focused on discovering and developing
its large and geographically diverse resource base of
unconventional oil and natural gas assets onshore in the United
States.
Chesapeake Energy reported a net loss of $308 million for the year
ended Dec. 31, 2019. As of Dec. 31, 2019, the company had $16.19
billion in total assets, $2.39 billion in total current
liabilities, $9.40 billion in total long-term liabilities, and
$4.40 billion in total equity.
Chesapeake Energy and its affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after
reaching terms of a Chapter 11 plan of reorganization to eliminate
approximately $7 billion of debt.
The Debtors tapped Kirkland & Ellis LLP as legal counsel, Jackson
Walker LLP as co-counsel and conflicts counsel, Alvarez & Marsal as
restructuring advisor, Rothschild & Co and Intrepid Financial
Partners as financial advisors, and Reevemark as communications
advisor. Epiq Global is the claims agent, maintaining the page
http://www.chk.com/restructuring-information
Wachtell, Lipton, Rosen & Katz serves as legal counsel to
Chesapeake Energy's Board of Directors.
MUFG Union Bank, N.A., the DIP facility agent and exit facilities
agent, has tapped Sidley Austin LLP as legal counsel, RPA Advisors
LLC as financial advisor, and Houlihan Lokey Capital Inc. as
investment banker.
Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. serve as legal
counsel to an ad hoc group of first lien last out term loan lenders
while Perella Weinberg Partners and Tudor, Pickering, Holt & Co.
serve as the group's investment bankers.
Franklin Advisers, Inc., has tapped Akin Gump Strauss Hauer & Feld
LLP as legal counsel, FTI Consulting, Inc. as financial advisor,
and Moelis & Company LLC as investment banker.
On July 9, 2020, the Office of the U.S. Trustee appointed a
committee to represent unsecured creditors in Debtors' Chapter 11
cases. The unsecured creditors' committee has tapped Brown Rudnick,
LLP and Norton Rose Fulbright US, LLP as its legal counsel, and
AlixPartners, LLP as its financial advisor.
On July 24, 2020, the bankruptcy watchdog appointed a committee of
royalty owners. The royalty owners' committee is represented by
Forshey & Prostok, LLP.
CHURCHILL DOWNS: S&P Affirms 'BB' ICR; Outlook Negative
-------------------------------------------------------
S&P Global Ratings affirmed all ratings on U.S. regional gaming and
horse-wagering operator Churchill Downs, including its 'BB' issuer
credit rating and removed the ratings from CreditWatch, where the
rating agency placed them with negative implications on March 20,
2020.
Churchill Downs' leverage should improve to around 4x by the end of
next year after a significant spike in leverage this year due to
the closure of its gaming properties for several months as a result
of the pandemic. Regional gaming markets, like the ones in which
Churchill operates, are recovering faster because they cater to
customers who live in the local area and can drive to the
properties. These casinos are benefitting from customers staying
closer to home and limited other entertainment and travel options.
Capacity restrictions in most markets have not impaired gaming
revenue as much as S&P initially expected because historical peak
utilization rates were well below these limits in most markets,
except for those with the strictest limitations (e.g., Churchill
Downs' Oxford Casino in Maine). Regional gaming operators' cash
flow is benefitting from cost cuts management implemented while the
properties were closed, particularly in labor and marketing. Since
reopening, casinos have operated at lower levels of labor and
marketing expense, given capacity limitations and closed amenities.
S&P said, "While we believe incremental costs may creep back as
operations normalize, some reductions are likely permanent.
Additionally, the ongoing closure of many lower-margin or
loss-leading amenities, like buffets, for health and safety reasons
is supporting margin improvement, and these amenities may not
reopen for some time, if at all. We believe recovery in the
companies' regional gaming cash flow, combined with continued
growth in its TwinSpires online business and newly opened
historical horse racing machine (HRM) facilities in Kentucky, will
support leverage improving to around 4x by the end of 2021."
Churchill Downs has sufficient liquidity to navigate potential
operating disruptions over the next few quarters. With rising
virus cases across the U.S., Churchill Downs faces risks that
states or gaming regulators could require it to close its
properties or implement additional operating restrictions, like
stricter capacity limitations or reduced hours of operations.
S&P said, "We expect casino closures over the coming months will
likely be more targeted, as opposed to the widespread closures
implemented earlier this year, and Churchill Downs' geographic
diversity will be a benefit in this scenario. Even if casinos
remain open, customers may elect to stay home out of concerns
around contracting COVID-19. These risks will likely persist over
the next few quarters until there is a widely available medical
solution. We believe Churchill Downs is well equipped and has
sufficient liquidity to handle further short-term operational
disruptions."
Churchill Downs had $622 million in cash on its balance sheet as of
Sept. 30, 2020.
S&P said, "After accounting for commitments including fourth
quarter project capital expenditures (capex), dividends, and a
litigation settlement, we estimate the company has approximately
$423 million of liquidity. The company estimated that it was
incurring about $16 million in monthly operating and corporate
expenses and interest expense in a near-zero revenue environment.
Incorporating maintenance capex and modest term loan amortization,
we estimate the company's monthly cash burn in a near-zero revenue
environment would be about $19 million to $20 million monthly. This
would provide the company sufficient liquidity to withstand 20 to
22 months in a near-zero revenue environment." Churchill Downs'
wholly owned casinos remain open and generating cash flow and horse
races (which fuels its TwinSpires online business) continue, which
further extends this runway."
Churchill Downs' TwinSpires online horse wagering business is
supporting cash flow this year and should experience good growth in
2021. The company's TwinSpires business is benefitting from a
shift of horse wagering to online platforms and away from brick and
mortar track and off-track betting (OTB) locations.
S&P said, "We believe the pandemic has accelerated this trend, and
that much of the shift is likely sustainable given the convenience
of online wagering. This business provided a source of revenue and
cash flow even when the company's casinos were closed because some
racetracks were still conducting horse races without fans. Through
the nine months ended September 2020, revenue and EBITDA in this
segment grew 36% and 58%, respectively. We believe the segment is
benefitting from economies of scale as handle increases and this
should continue next year. We also believe that TwinSpires will
benefit next year from improved wagering on Triple Crown events,
which should occur on their normal days. Wagering on these events
this year was hurt by rescheduled events and heavy favorites.
Additionally, the number of horse races held in 2020 was
significantly lower than 2019, and we believe some of these races
may return in 2021, which should further improve revenue."
The long-term strength of Churchill Down's iconic Kentucky Derby
event remains largely intact despite softness this year. The
ongoing success of the Kentucky Derby is a key competitive
advantage and S&P believes the long-term strength of the event
remains intact. Churchill Downs benefits from the uniqueness of The
Kentucky Derby, which typically draws strong and consistent
attendance year after year, allowing Churchill to command ticket
price premiums. Furthermore, ticketing revenue is relatively
predictable because the vast majority of revenue comes from
reserved seats, about one-third of which are sold through
noncancellable contracts like personal seat license or suite
contracts, and the remainder are sold well in advance of the event.
Additionally, the event's attendance and sizable television
viewership drive long-term media rights contracts and contribute to
greater revenue certainty for the company. Despite a long track
record of continuously holding the Derby, this year highlights the
risk of concentration in a single event which, while rare, can be
materially disrupted and cause significant cash flow volatility.
S&P said, "We expect the company will be able to run the 147th
Kentucky Derby on its usual timeline (first Saturday in May), after
rescheduling the event this year to September. We also assume the
company will be able to have spectators although we believe this
number will be far lower than typical attendance of 150,000 to
170,000. The company plans to initially limit capacity and will
begin selling 40% to 50% of reserved seating. As premium reserved
seats total about 60,000, this would represent attendance of 24,000
to 30,000 and is modestly higher than the 23,000 fans Kentucky
initially permitted for the September 2020 Derby. Because demand
for the event's premium tickets typically exceeds supply, we do not
expect the company to face difficulties selling these seats. This
should support significant recovery in ticketing revenue (about 50%
to 60% of the event's total revenue) because premium seats comprise
the majority of this revenue stream. We also assume that wagering
revenue at the 2021 event returns to more normal levels, although
it could be modestly hurt by fewer spectators and weaker economic
conditions. Wagering in this year's event was down by half, which
the company attributes to the loss of casual fans from a
rescheduled event, lack of on-track wagering locations, fewer
horses per race, and unusually heavy favorites. We also assume that
sponsorship revenue next year could be modestly affected by weaker
economic conditions but that it should recover somewhat as the
event is run on its traditional day."
Environmental, social, and governance credit factors for this
credit rating change:
-- Health and safety
S&P said, "The negative outlook reflects the significant
deterioration in the company's credit measures this year and our
expectation that it will have limited cushion compared to our 4x
leverage downgrade threshold in 2021 to absorb any operating
weakness relative to our forecast or additional capital spending.
The negative outlook further reflects a weak macroeconomic outlook
into 2021; a high degree of uncertainty around the effective
containment and treatment of the virus, including the potential for
additional waves of infections and tighter operating restrictions
across its gaming markets over the coming months until an effective
vaccine or treatment is widely available; and the continued
implementation of social distancing measures that may impair
consumer discretionary spending."
"We could consider lowering our ratings on Churchill Downs if we no
longer believe its adjusted leverage will improve to around 4x by
the end of 2021. This could occur if its recovery is materially
slower than we currently expect because of persistent high
unemployment or changes in customer behavior stemming from the
coronavirus or if an increasing number of virus cases in its
primary markets lead to additional property closures or more
stringent operating restrictions, or an inability to run the
Kentucky Derby with some spectators. We could also lower our
ratings if Churchill Downs adopted a more aggressive financial
policy than we are incorporating with regard to capex spending or
shareholder returns."
"It is unlikely that we will revise our outlook to stable over the
next few quarters given rising COVID-19 cases across the U.S.,
which may lead to additional containment measures that may impair
customer visitation and spending at its casinos or Kentucky Derby
event, and the company's limited cushion relative to our downgrade
threshold next year. That said, we could revise our outlook to
stable once we are more certain the coronavirus has been
effectively contained and Churchill Downs' operating performance
has stabilized in a manner that supports S&P Global Ratings'
adjusted leverage improving below 4x."
CINEMEX USA: Court Confirms Chapter 11 Plan
-------------------------------------------
Law360 reports that a Florida bankruptcy judge on Tuesday signed
off on the Chapter 11 reorganization plan for movie theater
operator Cinemex Holdings USA Inc. that its attorneys say will
allow it to jettison about $200 million in debt and return as a
leaner and more competitive business.
In a Zoom hearing, U.S. Bankruptcy Judge Laurel M. Isicoff
confirmed the bankruptcy exit plan, which is expected to provide up
to $60 million to the estate to pay various creditors and for
administrative expenses.
General unsecured creditors, which include rejected landlords,
vendors and operational creditors, will receive $5.5 million, or
about 13 cents on the dollar, according to the plan.
The judge confirmed the plan over the objection of MN Theaters 2006
LLC, which owns two Minnesota movie theaters and claims the plan
helps Grupo Cinemex continue to evade an order from a New York
federal court where it has a $56 million case against Grupo
Cinemex. The New York court has required that Grupo Cinemex deliver
to the U.S. Marshal enough property to secure the $56 million claim
and maintain the status quo in the case, but Grupo Cinemex has told
the court that Mexican law prohibits anyone from transferring
property in Mexico to the U.S. to comply with a U.S. court order.
At the hearing Tuesday, November 24, 2020,MN Theaters' attorney
Peter Siddiqui of Katten Muchin Rosenman LLP told the bankruptcy
court that Wine & Roses SA de CV, the affiliate of Grupo Cinemex
that is buying Cinemex Holdings USA as part of the confirmation
plan, should not be included in a release that could potentially
extinguish his client's claims.
Siddiqui said Wine & Roses "exists solely to buy these assets," is
not a fiduciary and therefore should not be included in a
third-party release.
Judge Isicoff told Siddiqui that she would not create a specific
carve-out in the release for MN Theaters' claims but said she will
retain jurisdiction in the case and he could return to her
courtroom to make his case at a later time.
"You can come back to this court and make the argument why you
believe that claim is not covered," the judge said.
The judge also signed off on requests for about $5.5 million in
attorney fees and expenses for the debtors' attorneys at Quinn
Emanuel Urquhart & Sullivan LLP and Bast Amron LLP.
Cinemex, which is jointly owned by Mexican companies Grupo Cinemex
and Operadora de Cinemas SA de CV, filed for Chapter 11 protection
in April 2020, citing government-mandated closures of theaters
during the COVID-19 pandemic. Cinemex operated 41 upscale dine-in
movie theaters in 12 U.S. states under the CMX Cinemas brand.
The company previously said it has laid off almost all of its 2,500
workers, leaving fewer than 20 employees to maintain the business.
At the time of its bankruptcy filing, its monthly lease obligations
were about $3.2 million in rent, plus an additional $700,000 in tax
and insurance, according to case filings. The Debtors hit Chapter
11 listing more than $100 million in debt.
During the bankruptcy, Cinemex has engaged in efforts to determine
which of its theaters are or can be profitable, renegotiate leases
with landlords and a revenue-sharing agreement with studios,
according to its disclosure statement filed last month. The
reorganized company expects to keep 32 of its 41 prepetition
locations.
About Cinemex Holdings
Cinemex USA Real Estate Holdings Inc. and Cinemex Holdings USA,
Inc., a company that operates a movie theater chain, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Fla. Case Nos. 20-14695 and 20-14696) on April 25, 2020. On April
26, 2020, CB Theater Experience, LLC, filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 20-14699). The cases are jointly
administered under Case No. 20-14695.
At the time of the filing, the Debtors each disclosed assets of
between $100 million and $500 million and liabilities of the same
range.
The Debtors are represented by Patricia B. Tomasco and Juan P.
Morillo of Quinn Emanuel Urquhart & Sullivan LLP and Jeffrey P.
Bast and Brett M. Amron of Bast Amron LLP.
The Official Committee of Unsecured Creditors is represented by
Robert J. Feinstein of Paculski Stang Ziehl & Jones and Paul
Singerman of Berger Singerman LLP.
MN Theaters is represented by David L. Gay of Carlton Fields PA and
Peter A. Siddiqui of Katten Muchin Rosenman LLP.
CIRQUE DU SOLEIL: Closes Sale to Lenders, Emerges From Bankruptcy
-----------------------------------------------------------------
Cirque du Soleil Entertainment Group, the world's leading producer
of high-quality live entertainment, announced Nov. 24 the
successful closing of a sale transaction with its secured lenders
and its emergence from creditor protection under the Companies'
Creditors Arrangement Act in Canada and Chapter 15 in the United
States.
The closing of this recapitalization marks a significant milestone
for Cirque du Soleil, as it provides the Company with a solid
foundation for a successful relaunch, which includes driving the
business through enhanced fan experiences, a concerted drive into
new key markets, backed by roll-out plans for cutting-edge new
products and licensing opportunities.
Additionally, Cirque du Soleil is pleased to confirm that Daniel
Lamarre will remain in position as President and Chief Executive
Officer of Cirque du Soleil Entertainment Group, as well as
continue to sit on the Company's Board of Directors. The new
owners also agreed to maintain the Company's headquarters in
Montreal.
"I am grateful for the trust our new owners have placed in our
management team. I am prepared to contribute, along with the new
stakeholders, to build upon the successes of the past, apply
discipline to our operations and growth and fulfill our mission to
bring Cirque's extraordinary artistic vision to audiences around
the world. Together, we have already begun laying the groundwork
for the relaunch of Cirque du Soleil and are excited to enter the
next chapter of Cirque's history," said Daniel Lamarre, President
and CEO of Cirque du Soleil Entertainment Group.
Board of Directors
As part of this transaction, effective on the date hereof, Cirque
du Soleil Entertainment Group announces the appointments of Jim
Murren and Gabriel de Alba as Co-Chairmen of the Board.
Jim Murren was appointed to lead the Nevada COVID-19 Response,
Relief and Recovery Task Force by Governor Steve Sisolak. He served
on the National Infrastructure Advisory Council and was a member of
the Board of Trustees for Howard University. Mr. Murren first
joined MGM Resorts International in 1998 as the Chief Financial
Officer and served as the former Chairman and CEO of MGM Resorts
International until retiring in 2020. He also served as Chairman of
the American Gaming Association and was on the Board of Trustees of
the Brookings Institution. Mr. Murren co-founded the Nevada Cancer
Institute, which was the official cancer institute for the state of
Nevada until 2013. He was also a founding contributor to Nevada's
first Fisher House which provides housing for military and
Veterans' families. In addition, he has served as a member of the
Business Roundtable, an association of CEOs of leading U.S.
companies. Mr. Murren received his Bachelor of Arts from Trinity
College. His understanding of the business operations and
entertainment landscape will help fuel the company's trajectory of
growth and expansion.
"As a company with global opportunities and the ability to grow
quickly, it is critical to Cirque's successful expansion – and to
its customers and partners – that we continuously execute on the
right strategies. I've had the great honor of knowing Daniel
Lamarre for many years and I have the utmost confidence in his
ability to successfully grow this franchise. I very much look
forward to working with the Cirque team and fellow directors to
take this truly unique organization to the next level and pave the
way to capture further growth opportunities," declared Jim Murren.
Gabriel de Alba is Managing Director and Partner of the Catalyst
Capital Group. He has more than 25 years investing, restructuring
and building businesses in the US, Canada, Europe and Emerging
Markets. Mr. de Alba acts and has acted as Chairman, Board Member
and CEO of multiple Catalyst portfolio companies including
Executive Chairman of Gateway Casinos & Entertainment, Chairman and
CEO of Cabovisao/ Cable Satisfaction, Chairman of Therapure
Biopharma, Chairman of Evolve Biologics, Chairman of GENEBA
Properties, Chairman of Frontera Energy and Board Member of
Worldcolor. On behalf of Catalyst he has led stakeholder groups in
unlocking value including at Hudson Bay/ Saks Fifth Avenue, IMAX
Corporation and SFX Entertainment. He brings to the Cirque Board a
stellar reputation in the financial and business world.
"Cirque du Soleil is a tremendous company built on artistry, vision
and extraordinary entertainment experiences to audiences. The
organization has a global opportunity and can achieve great
heights, guided by this great management team and the skills and
experience of this new Board of Directors," added Gabriel de Alba.
"I am very pleased to co-chair the Board with Jim Murren, whose
leadership and knowledge of the industry is unparalleled. I also
look forward to working with this energized team on building Cirque
du Soleil's next stage of evolution together with our partners at
Soundpoint Capital, CBAM Partners and Benefit Street Partners and
the other creditors that are committed to the company."
"We are honored to have Jim Murren and Gabriel de Alba Co-Chairmen
of the Board and look forward to leveraging their deep business
knowledge to take the Company to new horizons," said Cirque's
President and CEO, Daniel Lamarre. "For the past 20 years, Jim has
been a true partner and has tremendously contributed to the success
of the Company. Likewise, Gabriel, as a skilled investor with
significant turnaround experience, will bring to the Company a deep
understanding of the Canadian and international business worlds,
and his leadership and experience will be invaluable for Cirque's
relaunch."
Here is the complete list of members who will compose the new Board
of Directors:
* Co-Chairman of the Board: Jim Murren
Chairman, Acies Acquisition Corp.
Former Chairman & CEO
MGM Resorts International
* Co-Chairman of the Board: Gabriel de Alba
Managing Director & Partner
Catalyst Capital Group
* Member: Steven Justman
Operating Partner, Abry Partners
* Member: Stephen Ketchum
Managing Partner & Chief Investment
Officer
Soundpoint Capital
* Member: George Kliavkoff
President, Entertainment & Sports
MGM Resorts International
* Member: Daniel Lamarre
President & CEO
Cirque du Soleil Entertainment Group
* Member: Anna Martini
Executive Vice President & CFO
CH Group
* Member: Aaron Meyerson
Principal, Qualia Legacy Advisors
* Member: Charles "Chip" Rini
Managing Director
CBAM Partners, an Eldridge business
Additional Information
On June 30, 2020, Cirque filed for protection from its creditors
under the Companies' Creditors Arrangement Act ("CCAA") in Canada
and Chapter 15 in the United States, to restructure its capital.
The Superior Court of Québec (Commercial Division) (the "Court")
granted Cirque's application. Interested parties had until August
18, 2020, to submit their counteroffer for an auction of the
Company under the Court's supervision, pursuant to the Purchase
Agreement and the sale and investment solicitation process,
designed to achieve the highest offer for the Company and its
stakeholders.
An initial order to extend the stay period was requested on July
14, 2020 and granted by the Court. On October 8, a final request of
extension was sought and approved by the Court, extending the stay
period until November 13, 2020. A Court hearing took place on
October 20, 2020, during which the Court was asked to approve the
asset purchase agreement.
For more information about this transaction, please visit
www.ey.com/Cirque.
Throughout this process, Cirque du Soleil is being represented by
Stikeman Elliott LLP, Kirkland & Ellis LLP, National Bank Financial
Inc. and Greenhill & Co.
About Cirque du Soleil
Cirque du Soleil U.S. Intermediate Holdings, Inc. is a provider of
unique live acrobatic theatrical performances. The company
currently operates 6 Cirque du Soleil resident shows, 6 Blue Man
Group resident shows and 11 touring shows. For last twelve months
ending September 30, 2018 the company's revenue was $832 million.
The company's founder, Guy Laliberte, retains a 10% minority
interest after a leveraged buyout in July of 2015. TPG Capital
Group (55% share), Fosun Capital Group (25% share) and Caisse de
depot et placement du Quebec (10% share) purchased 90% the company
using the proceeds of the credit facilities plus approximately $630
million of cash equity contribution.
In March 2020, the circus was forced by the coronavirus pandemic to
shutter dozens of shows in cities worldwide.
In early June 2020, the circus reportedly got a proposal from
creditors to inject $300 million into Cirque du Soleil under a
bankruptcy restructuring that also would convert the company's $900
million in debt into a 100-percent ownership stake.
On June 29, 2020, Cirque du Soleil Entertainment Group and certain
of its affiliated companies filed for protection from creditors
under the Companies' Creditors Arrangement Act ("CCAA") in order to
restructure its capital structure.
On July 1, 2020, 43 U.S. affiliates filed Chapter 15 cases in the
U.S. (Bankr. D. Del.) to seek U.S. recognition of the CCAA cases.
The lead case is In re CDS U.S. Holdings, Inc. (D. Del. Lead Case
No. 20-11719).
CLEAN ENERGY: Closes $53K Convertible Note Financing with Power Up
------------------------------------------------------------------
Clean Energy Technologies, Inc., closed a securities purchase
agreement with Power Up Lending Group Ltd. for the purchase of a
convertible promissory note in the aggregate principal amount of
$53,000 carrying an interest rate of 11% and due on Nov. 10, 2021.
The purchase price on the Power Up Note was $53,000 with the
Company paying for expenses of $3,000. The funds were received by
the Company on Nov. 13, 2020.
The Power Up Note may be converted at any time after 180 days from
the issue date into shares of Company's Common Stock at a price
equal to 65% of the lowest two-day average closing bid price of the
Company's Common Stock during the 15 consecutive Trading Days prior
to the date on which Holder elects to convert all or part of the
Power Up Note, subject to adjustment for certain penalties. The
Power Up Note may be converted to up to a maximum of 4.99% of the
issued and outstanding Common Stock of the Company and permits the
Company to pre-pay its obligations at a premium prior to maturity.
The Company is required to reserve six times the number of shares
of its Common Stock issuable on full conversion of the Power Up
Note (initially 28,778,280 shares).
About Clean Energy
Headquartered in Costa Mesa, California, Clean Energy Technologies,
Inc. -- http://www.cetyinc.com-- designs, produces and markets
clean energy products and integrated solutions focused on energy
efficiency and renewables.
Clean Energy reported a net loss of $2.56 million for the year
ended Dec. 31, 2019, compared to a net loss of $2.81 million for
the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company
had $4.02 million in total assets, $9.90 million in total
liabilities, and a total stockholders' deficit of $5.88 million.
Fruci & Associates II, PLLC, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated May 27,
2020, citing that the Company has a significant accumulated
deficit, net losses, and negative working capital and has utilized
significant net cash in operations. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
CLEAN ENERGY: Incurs $513K Net Loss in Third Quarter
----------------------------------------------------
Clean Energy Technologies, Inc., filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss of $512,889 on $215,318 of sales for the three months
ended Sept. 30, 2020, compared to a net loss of $656,688 on
$126,546 of sales for the three months ended Sept. 30, 2019.
For the nine months ended Sept. 30, 2020, the Company reported a
net loss of $1.05 million on $1.23 million of sales compared to a
net loss of $2.23 million on $455,077 of sales for the same period
during the prior year.
As of Sept. 30, 2020, the Company had $4.02 million in total
assets, $9.90 million in total liabilities, and a total
stockholders' deficit of $5.88 million.
The Company had an accumulated deficit of $15,271,689 as of Sept.
30, 2020. The Company said there is substantial doubt about the
ability of the Company to continue as a going concern. There can
be no assurance that the Company will achieve its goals and reach
profitable operations and is still dependent upon its ability (1)
to obtain sufficient debt and/or equity capital and/or (2) to
generate positive cash flow from operations.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1329606/000149315220022241/form10-q.htm
About Clean Energy
Headquartered in Costa Mesa, California, Clean Energy Technologies,
Inc. -- http://www.cetyinc.com-- designs, produces and markets
clean energy products and integrated solutions focused on energy
efficiency and renewables.
Clean Energy reported a net loss of $2.56 million for the year
ended Dec. 31, 2019, compared to a net loss of $2.81 million for
the year ended Dec. 31, 2018. As of June 30, 2020, the Company had
$4.03 million in total assets, $9.66 million in total liabilities,
and a total stockholders' deficit of $5.63 million.
Fruci & Associates II, PLLC, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated May 27,
2020, citing that the Company has a significant accumulated
deficit, net losses, and negative working capital and has utilized
significant net cash in operations. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
CRED INC: Court Rejects Customers' Bid to Freeze Crypto Assets
--------------------------------------------------------------
Samuel Haig of Cointelegrah reports that the U.S. bankruptcy judge
has rejected a motion to freeze the assets of beleaguered crypto
lending service.
U.S. Bankruptcy Judge John Dorsey has denied an emergency motion
filed by 15 customers of the embattled crypto lending firm Cred
Inc. to freeze crypto assets held by the firm on exchanges amid its
Chapter 11 bankruptcy proceedings.
More than one dozen of Cred's creditors filed the emergency motion
on Nov. 23, 2020 seeking to compel 21 cryptocurrency exchanges to
freeze assets held by Cred on their respective platforms, including
five U.S.-based exchanges.
During a Nov. 25, 2020 hearing, Dorsey asserted that he could not
act on the motion without evidence surrounding the status and
ownership of the crypto assets in question, and scolded the
investors for their apparent lack of effort put towards tracking
down the assets:
"At this point, all I have is the obligation of the debtors to
exercise their fiduciary duty to protect the assets of the estate
[...] all I can do is admonish the debtors."
However, the judge noted that issues concerning the freezing of
Cred's assets are likely to be deliberated during the Dec. 9
hearing regarding a Nov. 18, 2020 motion from two Cred users
requesting the case be converted to liquidation proceedings.
The Nov. 18 filing accuses Cred of operating an "unlicensed hedge
fund [...] rife with fraud and deception on 'Madoff' level
proportions," estimating that Cred's liquid assets are equal to
just 10% of its $136.5 million in liabilities.
Cred filed for bankruptcy on Nov. 7, 2020 with Cred describing the
move as an attempt "to maximize the value of its platform for its
creditors."
A Nov. 8, 2020 declaration from its co-founder and CEO Daniel
Schatt claimed that Cred's former chief capital officer, James
Alexander, had absconded with $3 million in Bitcoin belonging to
its users in July 2020. Schatt also said that 800 Bitcoin worth
more than $10 million had been stolen from the company by an
imposter hired by its debtors.
The bankruptcy filing came less than two weeks after announcing a
temporary suspension of operations.
About CRED Inc.
Cred Inc. is a cryptocurrency platform that accepts loans of
cryptocurrency from non-U.S. persons and pays interest on those
loans. Cred -- https://mycred.io -- is a global financial services
platform serving customers in over 100 countries. Cred is a
licensed lender and allows some borrowers to earn a yield on
cryptocurrency pledged as collateral.
Cred Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 20-12836) on Nov. 7, 2020. Cred was estimated
to have assets of $50 million to $100 million and liabilities of
$100 million to $500 million as of the bankruptcy
filing.
The Debtors have tapped Paul Hastings LLP as their bankruptcy
counsel, Cousins Law LLC as local counsel, and MACCO Restructuring
Group, LLC as financial advisor. Donlin, Recano & Company, Inc. is
the claims agent.
CRED INC: Customers Ask Court to Covert Chapter 11 to Liquidation
-----------------------------------------------------------------
Law360 reports that a pair of customers of bankrupt cryptocurrency
investment platform Cred Inc. are asking a Delaware bankruptcy
judge to shift its Chapter 11 case to a liquidation, saying "Madoff
level" fraud has left it with no viable future and likely more than
$120 million in debt. In a filing Wednesday, the investors said
allegations of multimillion-dollar fraud and "profound
incompetence" have irrevocably tarnished the firm's reputation,
that the company probably has tens of millions of dollars more in
liabilities than it claims, and that what assets remain are
evaporating in the face of unnecessary salaries and bankruptcy
costs.
About CRED Inc.
Cred Inc. is a cryptocurrency platform that accepts loans of
cryptocurrency from non-U.S. persons and pays interest on those
loans. Cred -- https://mycred.io -- is a global financial services
platform serving customers in over 100 countries. Cred is a
licensed lender and allows some borrowers to earn a yield on
cryptocurrency pledged as collateral.
Cred Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 20-12836) on Nov. 7, 2020.
Cred was estimated to have assets of $50 million to $100 million
and liabilities of $100 million to $500 million as of the
bankruptcy filing.
The Debtors tapped PAUL HASTINGS LLP as counsel; COUSINS LAW LLC as
local counsel; and MACCO RESTRUCTURING GROUP, LLC, as financial
advisor. DONLIN, RECANO & COMPANY, INC., is the claims agent.
CROWN ASSETS: Gets OK to Hire Matthew R. Thiry as Special Counsel
-----------------------------------------------------------------
Crown Assets LLC received approval from the U.S. Bankruptcy Court
for the Northern District of Georgia to employ Matt Thiry Law, LLC
as its special counsel.
The firm will represent the Debtor in the adversary proceeding
styled as Arora et al. v. Singh et al. (Case No. 20-0241), which
remains pending in the bankruptcy court.
Matthew Thiry, Esq., at Matt Thiry Law, will charge $325 per hour
for his services. His firm received a retainer of $5,000.
Matt Thiry Law does not represent interests adverse to the Debtor
and its estate in the matters upon which it is to be engaged,
according to court filings.
The firm can be reached through:
Matthew R. Thiry, Esq.
Matt Thiry Law, LLC
Peachtree Corners, GA 30010
Phone: +1 678-883-6127
About Crown Assets LLC
Crown Assets, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
20-21451) on Oct. 25, 2020. Karan S. Ahuja, owner, signed the
petition. At the time of the filing, the Debtor disclosed assets
of between $1 million and $10 million and liabilities of the same
range.
Judge James R. Sacca oversees the case. Rountree Leitman & Klein,
LLC serves as the Debtor's legal counsel.
CROWN ASSETS: Gets OK to Hire Rountree Leitman as Legal Counsel
---------------------------------------------------------------
Crown Assets LLC received approval from the U.S. Bankruptcy Court
for the Northern District of Georgia to employ Rountree Leitman &
Klein, LLC as its legal counsel.
The firm's services include:
a. advising Debtor of its powers and duties in the management
of its property;
b. Preparing legal papers;
c. Assisting in the examination of claims of creditors;
d. Assisting the Debtor in the formulation, preparation and
consummation of a disclosure statement and plan of reorganization;
and
e. Performing all other legal services for the Debtor in
connection with its Chapter 11 case.
Roundtree's standard hourly rates are:
Attorneys:
William A. Rountree $475
Hal Leitman $425
David S. Klein $425
Alexandra Dishun $425
Benjamin R. Keck $375
Alice Blanco $350
Elizabeth Childers $350
Law Clerks:
Kristin Harripaul $175
Paralegals:
Sharon M. Wenger $195
Megan Winokur $150
Catherine Smith $150
Yasmi Alamin $150
Rountree Leitman received a retainer of $35,000, of which $5,025.15
was
applied to the outstanding September 2020 invoice prior to the
Debtor's bankruptcy filing. The remaining $29,974.90 is intended
as a security retainer and not as a general retainer.
Rountree Leitman & Klein does not represent interests adverse to
the Debtor or the estate in the matters upon which it is to be
engaged, according to court filings.
The firm can be reached through:
William A. Rountree, Esq.
Rountree Leitman & Klein, LLC
Century Plaza I
2987 Clairmont Road, Ste 175
Atlanta, GA 30329
Tel: 404-584-1238
Email: swenger@rlklawfirm.com
About Crown Assets LLC
Crown Assets, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
20-21451) on Oct. 25, 2020. Karan S. Ahuja, owner, signed the
petition. At the time of the filing, the Debtor disclosed assets
of between $1 million and $10 million and liabilities of the same
range.
Judge James R. Sacca oversees the case. Rountree Leitman & Klein,
LLC serves as the Debtor's legal counsel.
CYC HOLDINGS: Gets OK to Hire Bielli & Klauder as Legal Counsel
---------------------------------------------------------------
Cyc Holdings LLC and its affiliates received approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Bielli &
Klauder, LLC as their legal counsel.
The services that Bielli & Klauder will render are:
a. advise the Debtors of their powers and duties in the
continued operation of their business and management of their
properties;
b. take all necessary actions to protect and preserve the
Debtors' estates, including the prosecution of actions on behalf of
the Debtors, the defense of any actions commenced against the
Debtors, the negotiation of disputes in which the Debtors are
involved, and the preparation of objections to claims filed against
their estates;
c. prepare legal papers;
d. prepare responses to legal documents filed and served in
the Debtors' bankruptcy cases;
e. appear before the bankruptcy court and other courts;
f. advise the Debtors concerning actions they might take to
collect and recover property for their estates;
g. advise the Debtors concerning the assumption, assignment or
rejection of their executory contracts and unexpired leases;
h. advise the Debtors in formulating and preparing a Chapter
11 plan and disclosure statement, and assisting the Debtors in
connection with the solicitation and confirmation processes; and
i. perform all other necessary legal services for the
Debtors.
Bielli & Klauder's hourly rates are:
David M. Klauder (Member) $375
Thomas Bielli (Member) $350
Associates $225 - $275
Paraprofessionals and Law Clerks $115 - $50
Thomas Bielli, Esq., a member of Bielli & Klauder, disclosed in
court filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Thomas D. Bielli, Esq.
Bielli & Klauder LLC
1500 Walnut Street, Suite 900
Philadelphia, PA 19102
Telephone: (215) 642-8271
Facsimile: (215) 754-4177
Email: tbielli@bk-legal.com
About Cyc Holdings LLC
Cyc Holdings LLC operates several fitness studios across the United
States.
On Oct. 14, 2020, Cyc Holdings sought relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
20-12594). At the time of the filing, the Debtor had estimated
assets of less than $50,000 and liabilities of less than $50,000.
Judge John T. Dorsey oversees the case. Bielli & Klauder, LLC
serves as the Debtor's legal counsel.
DEGROFF RX: Gets OK to Hire Marcum LLP as Accountant
----------------------------------------------------
DeGroff RX, LLC received approval from the U.S. Bankruptcy Court
for the District of Connecticut to employ Marcum LLP.
The firm will provide accounting and tax services at its currently
hourly rates.
Giustina Lamoureux, senior manager at Marcum, disclosed in court
filings that the firm is "disinterested" and neither holds nor
represents an interest adverse to the Debtor' estate.
The firm can be reached through:
Giustina Lamoureux
Marcum LLP
185 Asylum Street, 25th Floor
Hartford, CT 06103
Phone: 860-760-0600
Fax: 860-760-0601
About DeGroff RX
DeGroff RX, LLC, a long-term care pharmacy in New Britain, Conn.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Conn. Case No. 20-21162) on Sept. 28, 2020. Todd DeGroff,
member, signed the petition. At the time of the filing, Debtor had
total assets of $443,999 and liabilities of $6,483,521. Judge
James J. Tancredi oversees the case. Zeides, Needle & Cooper, P.C.
is Debtor's legal counsel.
DESERT VALLEY: Seeks to Hire Wright Law Offices as Legal Counsel
----------------------------------------------------------------
Desert Valley Steam Carpet Cleaning, LLC seeks approval from the
U.S. Bankruptcy Court for the District of Arizona to hire Wright
Law Offices as its legal counsel.
The firm will render these legal services:
a. give Debtor legal advice with respect to its powers and
duties;
b. take necessary action to resolve cash collateral and
post-petition financing issues;
c. represent Debtor's efforts to obtain a confirmed plan of
reorganization;
d. prepare legal papers; and
e. perform all other legal services for Debtor.
The hourly rates charged by the firm are:
Attorneys $325
Other Legal Staff $150
The firm received an initial retainer in the amount of $10,000.
Wright Law Offices represents no interest adverse to the Debtor or
its estate, according to a court filing.
The firm can be reached through:
Shawn A. McCabe, Esq.
Wright Law Offices, PLC
2999 N. 44th St., Ste. 600
Phoenix, AZ 85018
Telephone: (602) 344-9695
Facsimile: (480) 717-3380
Email: shawn@azbklawyer.com
About Desert Valley Steam Carpet Cleaning
Desert Valley Steam Carpet Cleaning, LLC, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
20-00570) on Jan. 16, 2020.
Judge Brenda K. Martin oversees the case.
The Debtor is represented by Christel Brenner, Esq.
DIAMOND COACH: Committee Gets OK to Hire EmergeLaw as Legal Counsel
-------------------------------------------------------------------
The official committee of unsecured creditors of Diamond Coach
Leasing, LLC and Diamond Coach Interiors, LLC received approval
from the U.S. Bankruptcy Court for the Middle District of Tennessee
to retain EmergeLaw, PLC as its legal counsel.
The firm will provide these services:
a. represent the committee in its consultations with the
Debtors regarding the administration of their Chapter 11 cases;
b. assist the committee with respect to the Debtors' retention
of professionals and advisors;
c. assist the committee in analyzing the Debtors' assets and
liabilities, investigate the extent and validity of liens, and
participate in and review any proposed asset sales, asset
dispositions, financing arrangements and cash collateral
stipulations or proceedings;
d. assist the committee in any manner relevant to reviewing
and determining the Debtors' rights and obligations under their
leases and executory contracts;
e. assist the committee in investigating the acts, conduct,
assets, liabilities and financial condition of the Debtors, the
Debtors' operations and the desirability of the continuance of any
portion of those operations, and any other matters relevant to the
cases or to the formulation of a Chapter 11 plan;
f. assist the committee in connection with any sale of the
Debtors' assets;
g. assist the committee in the negotiation, formulation or
filing of objections to any proposed plan of liquidation or
reorganization;
h. advise the committee regarding its powers and duties under
the Bankruptcy Code and the Bankruptcy Rules;
i. assist the committee in the evaluation of claims and
represent the committee in litigation matters, including avoidance
actions; and
j. provide other necessary legal services to the committee.
Emerge's standard hourly rates are:
Partners $425 to $625
Associates and Law Clerks $125 to $300
Paralegals $150 to $200
Emerge is a disinterested person as that term is defined in Section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Robert J. Gonzales, Esq.
Nancy B. King, Esq.
Courtney H. Gilmer, Esq.
EmergeLaw, PLC
4000 Hillsboro Pike, Suite 505
Nashville, TN 37215
Phone: (615) 815-1535
Email: robert@emerge.law
nancy@emerge.law
courtney@emerge.law
About Diamond Coach Leasing
Tennessee-based Diamond Coach Leasing, LLC and Diamond Coach
Interiors, LLC provide luxury Prevost entertainer coaches.
Diamond Coach Leasing and Diamond Coach Interiors filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. M.D. Tenn. Case Nos. 20-04545 and 20-04546) on Oct. 9,
2020. Diamond Coach President Kylee Ervin signed the petitions.
At the time of the filing, Diamond Coach Leasing was estimated to
have $704,468 in total assets and $43,064,325 in total liabilities
while Diamond Coach Interiors disclosed $2,929 in total assets and
$38,183,685 in total liabilities.
Judge Randal S. Mashburn oversees the cases.
The Debtors tapped Dunham Hildebrand, PLLC as their legal counsel
and Tortola Advisors, LLC as their restructuring advisor. Steve
Curnutte of Tortola Advisors is the Debtors' chief restructuring
officer.
The U.S. Trustee for Region 8 appointed a committee to represent
unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by EmergeLaw, PLC.
DN ENTERPRISES: Seeks to Hire Dean J. Jungers as Legal Counsel
--------------------------------------------------------------
DN Enterprises, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Nebraska to hire the Law Office of Dean J.
Jungers as its special counsel.
The firm will assist the Debtor for the limited purposes of
prosecuting the adversary proceeding on behalf of the estate in
John Navarro's Chapter 7 case for the wrongful conversion of funds
belonging to the Debtor.
Dean J. Jungers will be paid at $225 per hour.
The firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code, according to a court
filing.
The firm can be reached through:
Dean J. Jungers, Esq.
LAW OFFICE OF DEAN J. JUNGERS
101 W Mission Avenue
Bellevue, NE 68005
About DN Enterprises Inc.
DN Enterprises, Inc., owns and operates approximately 35
residential properties as rental investments.
DN Enterprises sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Neb. Case No. 18-81526) on Oct. 20, 2018. At the
time of the filing, the Debtor estimated assets of $1 million to
$10 million and liabilities of $1 million to $10 million.
The case is assigned to Judge Thomas L. Saladino. Dvorak Law
Group, LLC, is the Debtor's counsel.
EASTERN NIAGARA HOSPITAL: Daniel Dadbin Withdraws from Buying Firm
------------------------------------------------------------------
Jonathan D. Epstein of The Buffalo News reports that the
Florida-based developer, Daniel Dadbin, who had agreed to buy the
former Newfane campus of Eastern Niagara Hospital has backed out of
the $1 million deal, citing the impact of Covid-19 on his ability
to find someone to operate a senior assisted living facility at the
site.
Hospital officials and real estate brokers on both sides of the
deal confirmed the collapse of the transaction on Thursday,
November 19, 2020, although all said they were caught completely
off-guard when they received word that morning in a letter from the
purported buyer, Daniel Dadbin, of Orlando.
Dadbin, the principal behind Castello Properties, Castello Holdings
and Castello Bewley, had signed a deal in September for the
7.5-acre site at 2600 William St., and paid the $30,000 deposit.
The deal was even approved by the U.S. Bankruptcy Court in October
2020, because the Eastern Niagara Health System is reorganizing its
debts under Chapter 11 bankruptcy protection.
But it included a standard 90-day due diligence period in which the
buyer could exit the deal, and that's what Dadbin did on Thursday,
November 19, 2020.
"Out of the blue, I got a letter this morning saying they were
terminating," said Gunner Tronolone, real estate broker at Hunt
Real Estate Corp., who represented Eastern Niagara in marketing and
selling the former Inter-Community Memorial Hospital property.
"Neither the other broker nor I had any inkling they were not going
to go forward."
Officials at Eastern Niagara, which had shut down the last services
at the Newfane site last year, said they were not giving up. "While
we are disappointed, we knew that this was a possibility during the
due diligence period," president and CEO Anne McCaffrey said.
"Because the property is in excellent condition, we are confident
that we will find a new purchaser."
Tronolone and Gerald Kelly of Tudor Collins Commercial Real Estate,
who represented Dadbin, said the problem resulted from the Covid-19
pandemic, not because of any problems with the property, inspection
or any other regular factor in the deal. In fact, Tronolone said
there had been "several inspections" that turned up no issues.
But Dadbin – who already owns property in Niagara County – had
intended to convert the complex into assisted living or other
senior housing, and needed an experienced operator to lease it and
run it. With the pandemic raging in Western New York, as well as
around the country, he couldn't secure anyone.
"They were trying to get operators to run it, and because of Covid,
the couple of people that they had that were very interested backed
off," Tronolone said. "So that was their signal to back out of it
as well."
Kelly and Eric Tudor of Tudor Collins Real Estate confirmed that
they, too, were surprised.
"He was trying for assisted housing, and just felt the environment
with this virus situation wasn’t conducive to moving forward,"
Kelly said. "He needed a partner and couldn’t find one that was
experienced in assisted living or any kind of assisted housing, so
he decided to pass on the project at this time."
The news comes just days after Eastern Niagara – saddled with $14
million in debt and confronting ongoing losses – cut 80 jobs,
eliminated all surgery and took steps to shut down its intensive
care unit.
It's also one month after Catholic Health System swept onto the
scene with a plan to invest $37 million to build a new hospital in
the Lockport area to replace Eastern Niagara.
The Newfane campus consists of a 63,106-square-foot main building
with 74 rooms, plus a 7,441-square-foot secondary structure,
according to the Hunt listing. There's still a heliport and Niagara
County sheriff's station in front, as well as a recreation area in
the center courtyard, a basketball court and 200 parking spaces,
the listing said.
Formerly a standalone hospital, it had operated with Eastern
Niagara Hospital – then called Lockport Memorial Hospital –
under shared management agreement from 1999 until 2009. That's when
the two formally merged under a mandate from the state Berger
Commission that was intended to streamline services and reduce
duplication.
Already one of the region's smallest hospitals, it shrank further
over the ensuing decade after continued losses prompted more
restructuring. Services were increasingly moved to Lockport,
starting with inpatient care and surgery in 2014, followed by the
sale of a nursing home and transition of the emergency department
to urgent care.
The remaining services were cut in April 2019, and the hospital
closed that August.
Hunt had marketed the property for $1.4 million, and Tronolone said
he has already reactivated the listing, although he expects the
publicly disclosed price of Dadbin's deal to affect what the
hospital will fetch now.
"I'm out talking to clients who were interested in it before and
trying to get a new deal," he said. "We had a lot of interest in it
as well, so I just jumped back on and got a hold of everyone."
More than a dozen parties had originally inquired – mostly from
out of town – but many were unable to visit earlier during the
height of the pandemic's first wave, Tronolone said. Potential
bidders came from downstate and New York City, New Jersey and even
a couple of parties from California.
Tronolone said they were largely operators, not developers, and
many wanted to pursue a residential drug treatment program for the
site.
"They like to have places that are more isolated, and they like the
infrastructure of a hospital," he said. "And it's already licensed
and approved for that."
About Eastern Niagara Hospital
Eastern Niagara Hospital, Inc. -- http://www.enhs.org/-- is a
not-for-profit organization, focused on providing general medical
and surgical services. It offers radiology, surgical services,
rehabilitation services, cardiac services, respiratory therapy,
obstetrics and women's health, emergency services, acute and
intensive care, chemical dependency treatment, occupational
medicine services, DOT medical exams, dialysis, laboratory
services, child and adolescent psychiatry, and express care.
Eastern Niagara Hospital sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 19-12342) on Nov. 7,
2019. At the time of the filing, the Debtor disclosed assets of
between $10 million and $50 million and liabilities of the same
range.
The Debtor tapped Jeffrey Austin Dove, Esq., at Barclay Damon LLP,
as its legal counsel.
The U.S. Trustee for Region 2 appointed creditors to serve on the
official committee of unsecured creditors on Nov. 22, 2019. The
committee is represented by Bond, Schoeneck & King, PLLC.
Michele McKay was appointed as health care ombudsman in the
Debtor's bankruptcy case.
ELEGANTE IRON: Seeks to Hire Freeman Law as Legal Counsel
---------------------------------------------------------
Elegante Iron, Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of Texas to hire Freeman Law, PLLC as its
legal counsel.
The firm will pursue any causes of action that the Debtor may have
by way of adversary proceedings that would benefit the bankruptcy
estate.
Freeman Law will be billed at $475 per hour for partners and $225
to $300 per hour for associates. Paralegals and legal assistants
are compensated at $75 to $125 per hour.
The firm received a retainer of $3,283.
Gregory W. Mitchell, Esq., a principal at Freeman Law, disclosed in
court filings that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Gregory W. Mitchell, Esq.
FREEMAN LAW, PLLC
1412 Main Street, Suite 625
Dallas, TX 75202
Telephone: (972)463-8417
Facsimile: (972)432-7540
Email: gmitchell@freemanlaw.com
About Elegante Iron, Inc.
Based in Farmers Branch, Texas, Elegante Iron, Inc. is a provider
of wrought iron entry doors, and hand-forged iron doors, railings,
and balconies.
Elegante Iron sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 20-32773) on Nov. 2, 2020. The
petition was signed by Jenny Sandlin, the company's president.
At the time of the filing, Debtor had estimated assets of between
$50,001 and $100,000 and liabilities of between $100,001 and
$500,000.
Freeman Law, PLLC is Debtor's legal counsel.
ENERGY ALLOYS: Committee Hires BDO Consulting as Financial Advisor
------------------------------------------------------------------
The official committee of unsecured creditors of Energy Alloys
Holdings, LLC and its affiliates received approval from the U.S.
Bankruptcy Court for the District of Delaware to retain BDO
Consulting Group, LLC as its financial advisor.
The firm will render these professional services to the committee:
a. Analyze the financial operations of the Debtors before and
after their Chapter 11 filing;
b. Analyze the financial ramifications of any proposed
transactions for which the Debtors seek court approval;
c. Conduct any requested financial analysis;
d. Evaluate and assist in the sale or liquidation of the
Debtors' assets;
e. Attend any auctions of the Debtors' assets;
f. Assist the committee in its review of monthly statements of
operations submitted by the Debtors;
g. Perform claims analysis for the committee;
h. Assist the committee in its evaluation of cash flow or
other projections, including payment waterfalls;
i. Scrutinize cash disbursements on an on-going basis for the
period subsequent to the commencement of the cases;
j. Perform forensic investigating services regarding
pre-bankruptcy activities of the Debtors in order to identify
potential causes of action;
k. Analyze transactions with insiders, related or affiliated
companies;
l. Analyze transactions with the Debtors' financing
institutions;
m. Attend meetings of creditors and conference calls with
representatives of the creditor groups and their legal counsel;
n. Prepare valuation analyses of the Debtors' businesses and
assets using various professionally accepted methodologies;
o. As needed, prepare alternative business projections
relating to the valuation of the Debtors' Eastern Hemisphere
business enterprise;
p. Evaluate financing proposals and alternatives proposed by
the Debtors for debtor-in-possession financing, and financing
supporting a liquidation;
q. Assist the committee in its review of the financial aspects
of a liquidation submitted by the Debtors and perform any related
analyses, including liquidation analyses;
r. Assist the committee's legal counsel, McDermott Will &
Emery LLP, in preparing for any depositions and testimony as well
as providing expert testimony at depositions and court hearings;
and
s. Perform other services as necessary from time to time with
respect to the financial, business and economic issues that may
arise.
BDO's customary hourly rates for its professionals are:
Partners / Managing Directors $595 - $850
Directors / Sr. Managers $495 - $595
Managers $350 - $495
Senior Associates $225 - $395
Staff $150 - $250
BDO will receive reimbursement for all out-of-pocket expenses
incurred by the firm.
Michele Michaelis, a managing director at BDO USA, the parent of
BDO Consulting, disclosed in court filings that the firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Michele Michaelis, CPA
BDO Consulting Group, LLC
100 Park Avenue
New York, NY 10017
Telephone: (212) 885-8000
Facsimile: (212) 697-1299
About Energy Alloys
Founded in 1995, Energy Alloys Holdings LLC and its affiliates are
privately-owned distributors and resellers of tube and bar products
sold into the oil and gas industry for the exploration of
hydrocarbons. Visit https://www.ealloys.com for more information.
On Sept. 9, 2020, Energy Alloys Holdings LLC and seven of its
affiliates filed for bankruptcy protection (Bankr. D. Del., Lead
Case No. 20-12088). Bryan Gaston, chief restructuring officer,
signed the petitions. The Debtors were estimated to have
consolidated assets of $10 million to $50 million, and consolidated
liabilities of $100 million to $500 million.
Judge Mary Walrath presides over the cases.
The Debtors tapped Richards, Layton & Finger, P.A. as their
bankruptcy counsel, Akin Gump Strauss Hauer & Feld LLP as corporate
counsel, Moelis & Company as investment banker, and Epiq Corporate
Restructuring LLC as claims and noticing agent and administrative
advisor. Ankura Consulting Group, LLC provides interim management
services.
The U.S. Trustee for Regions 3 and 9 appointed a committee to
represent unsecured creditors in the Debtors' Chapter 11 cases on
Sept. 23, 2020. The committee is represented by McDermott Will &
Emery, LLP.
FIRSTENERGY CORP: S&P Lowers ICR to 'BB' on Revolver Borrowing
--------------------------------------------------------------
S&P Global Ratings downgraded FirstEnergy Corp. (FE) and its
subsidiaries, including the issuer credit rating to 'BB' from 'BB+'
after the companies borrowed about $2 billion in the aggregate
under the revolving credit facilities, leaving about $1.3 billion
of remaining availability. The rating agency affirmed its 'BB'
issuer credit rating on Allegheny Generating Co.
At the same time, S&P lowered the senior unsecured rating on FE and
FirstEnergy Transmission LLC to 'BB' from 'BB+' based on the rating
agency's '3' recovery ratings, indicating meaningful (50%-70%;
rounded estimate: 65%) recovery in the event of a payment default.
The recovery rating on this debt is capped at '3', consistent with
S&P's approach for assigning recovery ratings to unsecured debt
issued by 'BB' category corporate entities because recovery
prospects are highly vulnerable to impairment before default by
additional debt issuance. S&P also lowered the senior unsecured
issue ratings on American Transmission Systems Inc., Jersey Central
Power & Light Co., Metropolitan Edison Co., Mid-Atlantic Interstate
Transmission, Ohio Edison Co., Pennsylvania Electric Co., and
Trans-Allegheny Interstate Line Co., to 'BB+' from 'BBB-' based on
S&P's '2' recovery ratings indicating substantial (70%-90%; rounded
estimate: 85%) recovery in the event of a payment default. The
recovery rating on this debt is capped at '2', consistent with
S&P's approach for assigning recovery ratings to unsecured debt
issued by 'BB' category regulated utilities because recovery
prospects are somewhat vulnerable to impairment before default by
additional debt issuance.
S&P lowered the senior unsecured issue ratings on Cleveland
Electric Illuminating Co. to 'BB+' from 'BBB-' based on the rating
agency's '2' recovery rating, indicating substantial (70%-90%;
rounded estimate: 75%) recovery in the event of a payment default.
It lowered the senior secured issue ratings on Cleveland Electric,
Ohio Edison Co., Toledo Edison Co., and Monongahela Power Co. to
'BBB' from 'BBB+', reflecting a '1+' recovery rating.
The ratings on FE and its subsidiaries remain on CreditWatch with
negative implications. The CreditWatch placement reflects the
probability that S&P could lower its issuer credit rating on the
companies again within the next three months, subject to additional
disclosures related to the ongoing investigations.
S&P said, "Although we believe the company's decision to
significantly increase its borrowings under its revolving credit
facility demonstrates prudent risk management given the unique
challenges the company is facing, in our view, it is also an
acknowledgement that the company may not have consistent access to
the capital markets. Issuers in the U.S. utility sector are
typically characterized by high credit quality despite operating
with negative discretionary cash flow, reflecting robust capital
spending and dividends. These risks are offset by having consistent
access to the capital markets. We view the ongoing challenges faced
by FirstEnergy as inconsistent with the current rating resulting in
a one-notch downgrade. We revised the comparable rating analysis
modifier to negative from neutral to account for this higher
risk."
As part of FE's ongoing investigations, the company identified a
material weakness in its internal controls over financial
reporting. The company acknowledged it did not maintain an
effective control environment. Specifically, the company's senior
management failed to reinforce the need for compliance with the
company's policies and code of conduct, which resulted in
inappropriate conduct.
On Nov. 17, 2020, FE entered into amendments of its credit
facilities because it was out of compliance with representations
and warranties contained in the company's credit facilities,
specifically anticorruption laws and sanctions. The waiver restored
FE's ability to draw on the credit facilities.
This development followed the company's disclosure that it paid
$4.3 million in 2019 to an individual to terminate a purported
consulting agreement that had been in place since 2013. The
counterparty to the agreement was a state government official
involved in regulating Ohio companies, including distribution rates
for FE's subsidiaries.
The rating actions follow the October 2020 downgrade and
CreditWatch placement of S&P's ratings on FE and its subsidiaries
following the termination of company CEO Chuck Jones and two other
executives for violating company policies and its code of conduct.
S&P said, "We believe these violations at the highest level of the
company are demonstrative of insufficient internal controls and a
cultural weakness. We view the severity of these violations as
significantly outside of industry norms and, in our view, they
represent a material deficiency in the company's governance."
S&P continues to monitor the U.S. government criminal complaint
against the Speaker of the Ohio House of Representatives and four
associates for participating in an approximately $60 million
racketeering scheme. The complaint alleges that the participants
were bribed from March 2017-March 2020 in exchange for help in
passing House Bill 6. House Bill 6 was enacted during 2019 and
established support for nuclear energy supply in Ohio and a
decoupling mechanism for Ohio electric utilities.
Although FirstEnergy has not been named as a defendant in the
criminal complaint, S&P believes the allegation that bribery
payments began as early as March 2017, prior to Energy Harbor's
emergence from bankruptcy under its new ownership, could possibly
implicate FirstEnergy.
S&P expects to resolve the CreditWatch placement in the coming
months, pending the outcomes of multiple investigations, criminal
allegations, and civil lawsuits. Business risk could increase and
financial measures could materially weaken as a result of
penalties, fines, financial settlements, and a potential weakening
of the company's ability to manage its regulatory risk effectively,
or if the company borrows the remainder of its credit facility. Any
of the above would likely result in a downgrade of one or more
notches. Although less likely, S&P could remove the ratings from
CreditWatch with negative implications and affirm the ratings if
the violations are limited to the three executives already
identified, management takes material steps to strengthen internal
controls, criminal complaints are not brought against it, the
company has consistent access to the capital markets, and it
manages the shareholder lawsuits in a manner that preserves credit
quality.
FRONTIER COMMUNICATIONS: Starts Sale of Junk Bonds for Ch. 11 Exit
-------------------------------------------------------------------
Davide Scigliuzzo of Bloomberg News reports that Frontier
Communications Corp. is looking to sell $2.8 billion of junk bonds
to help finance its emergence from bankruptcy, its second such sale
in two months.
The telecommunications company is sounding out investors for a new
$1.8 billion first-lien bond at a yield of around 5.25%, according
to people familiar with the matter who asked not to be identified
because the discussions are private.
The company is also marketing $1 billion of second-lien notes,
which have a more junior claim on its assets, at a yield between 7%
and 7.25%, the people said.
About Frontier Communications
Frontier Communications Corporation (NASDAQ: FTR) offers a variety
of services to residential and business customers over its
fiber-optic and copper networks in 29 states, including video,
high-speed internet, advanced voice, and Frontier Secure digital
protection solutions.
Frontier Communications Corporation and 103 related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-22476) on
April 14, 2020. Judge Robert D. Drain oversees the cases.
The Debtors tapped Kirkland & Ellis LLP as legal counsel; Evercore
as financial advisor; and FTI Consulting, Inc., as restructuring
advisor. Prime Clerk is the claims agent, maintaining the page
http://www.frontierrestructuring.com/and
https://cases.primeclerk.com/ftr
The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors in Debtors' Chapter 11 cases. The committee
tapped Kramer Levin Naftalis & Frankel LLP as its counsel; Alvarez
& Marsal North America, LLC as financial advisor; and UBS
Securities LLC as investment banker.
GARRETT MOTION: Keeps Plan Filing Exclusivity for Now
-----------------------------------------------------
Steven Church of Bloomberg News reports that the judge overseeing
Garrett Motion's reorganization declined to allow Centerbridge
Partners and Oaktree Capital Group to submit their own proposal to
bring the auto-parts maker out of bankruptcy, saying the investors
must wait for the results of a December auction.
"All I've heard today is frankly rampant distrust," U.S. Bankruptcy
Judge Michael Wiles said, reacting to the arguments made by both
sides in the case. "I'm not convinced by any of it."
Centerbridge, Oaktree and their ally, former Garrett owner
Honeywell International Inc. had asked Wiles to immediately revoke
Garrett's exclusive right to file a reorganization plan and seek
creditor.
Law 360 reports that at a remote hearing Judge Wiles denied
Honeywell, Centerbridge Partners and Oaktree Capital's motion to
cut short the time former Honeywell subsidiary Garrett Motion has
the exclusive right to file a Chapter 11 plan, noting the bid
deadline for Garrett's proposed auction sale is two weeks away.
About Garrett Motion
Based in Switzerland, Garrett Motion Inc. (NYSE: GTX) designs,
manufactures and sells highly engineered turbocharger and
electric-boosting technologies for light and commercial vehicle
original equipment manufacturers ("OEMs") and the global vehicle
and independent aftermarket.
Garrett Motion and its affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 20-12212) on Sept. 20, 2020.
Garrett disclosed $2,066,000,000 in assets and $4,169,000,000 in
liabilities as of June 30, 2020.
The Debtors tapped SULLIVAN & CROMWELL LLP as counsel; QUINN
EMANUEL URQUHART & SULLIVAN LLP as co-counsel; PERELLA WEINBERG
PARTNERS as investment banker; MORGAN STANLEY & CO. LLC as
investment banker; and ALIXPARTNERS LLP as restructuring advisor.
KURTZMAN CARSON CONSULTANTS LLC is the claims agent.
GENERAL MOLY: Files for Chapter 11 With Plan Deal
-------------------------------------------------
General Moly, Inc., the only western-exchange listed, pure-play
molybdenum mineral development company, announced Nov. 18, 2020
that the Company and its U.S. subsidiaries filed for voluntary
protection under Chapter 11 of the U.S. Bankruptcy Code in the
United States Bankruptcy Court for the District of Colorado to
pursue a financial and operational reorganization designed to allow
the Company to reduce its outstanding liabilities and strengthen
its overall financial position while best positioning the business
for long-term success under new ownership. In connection with the
filing, the Company has executed a Restructuring Support Agreement
with creditors representing more than two-thirds of its outstanding
debt and other parties in interest, which contemplates agreed-upon
terms for a pre-arranged financial restructuring plan.
To enable the Company to continue operations during the
reorganization process, the Company received commitments for $1.4
million in debtor-in-possession ("DIP") financing, with funding
based on specified milestones. The DIP facility will be used to
fund working capital and general corporate requirements of the
Company (including ongoing operations, legal fees,
accounting/reporting costs and D&O insurance), bankruptcy-related
costs and expenses (including interest, fees, and expenses),
payments under the Chapter 11 plan of reorganization and other
amounts required in connection with the reorganization.
In conjunction with the Chapter 11 filing, the Company will file a
number of customary motions with the Bankruptcy Court. These
motions will allow the Company to continue to operate in the normal
course of business without interruption or disruption to its
relationships with its stakeholders. The Company expects to receive
Bankruptcy Court approval for these requests.
In addition, the Company announced that Bruce D. Hansen, its Chief
Executive Officer and Chief Financial Officer and a director of the
Company, and directors Mark A. Lettes and Gary A. Loving have
resigned from their positions as directors of the Company,
effective upon the Chapter 11 filing. Thomas M. Kim of r2 Advisors,
LLC, the Company's Chief Restructuring Officer, was also named as
Interim CEO, effective upon the Chapter 11 filing. Mr. Hansen and
Robert I. Pennington will be separated from their positions as
Chief Executive Officer/Chief Financial Officer and Chief Operating
Officer, respectively, of the Company, in each case effective upon
the Chapter 11 filing.
The Company also received a letter from the Toronto Stock Exchange
(the "TSX") on November 17, 2020, indicating that trading of the
Company's common stock on the TSX had been suspended pending a
review of the eligibility for continued listing of the Company's
common stock. The TSX's Continued Listing Committee will meet on
November 26, 2020 to consider whether or not to delist the
Company's common stock pursuant to the TSX's delisting criteria
relating to insolvency or bankruptcy proceedings (Section 708) and
financial condition and/or operating results (Sections 709 and
710(a)(i)).
The OTC Pink Open Market also halted trading in the Company's
common stock on November 17, 2020.
About General Moly
Headquartered in Lakewood, Colorado, General Moly is engaged in the
exploration, development, and mining of properties primarily
containing molybdenum. The Company's primary asset, an 80%
interest in the Mt. Hope Project located in central Nevada, is
considered one of the world's largest and highest grade molybdenum
deposits. General Moly's goal is to become the largest primary
molybdenum producer in the world.
Molybdenum is a metallic element used primarily as an alloy agent
in steel manufacturing. When added to steel, molybdenum enhances
steel strength, resistance to corrosion and extreme temperature
performance. In the chemical and petrochemical industries,
molybdenum is used in catalysts, especially for cleaner burning
fuels by removing sulfur from liquid fuels, and in corrosion
inhibitors, high performance lubricants and polymers.
General Moly, Inc., sought Chapter 11 protection (Bankr. D. Colo.
Case No. 20-17493) on Nov. 18, 2020.
The Debtor disclosed total assets of $1,000,000 and total
liabilities of $10,000,000 as of Nov. 16, 2020.
Markus Williams Young & Hunsicker LLC is serving as legal advisor,
XMS Capital Partners, Headwall Partners and Odinbrook Global
Advisors are serving as financial advisors, and r2 Advisors LLC is
serving as restructuring advisor to the Company. Stretto is the
claims agent.
GEX MANAGEMENT: Posts $27K Net Loss in Third Quarter
----------------------------------------------------
GEX Management, Inc., filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $26,810 on $244,230 of total revenues for the three months ended
Sept. 30, 2020, compared to a net loss of $131,716 on $24,354 of
total revenues for the three months ended Sept. 30, 2019.
For the nine months ended Sept. 30, 2020, the Company reported a
net loss of $94,082 on $406,408 of total revenues compared to a net
loss of $465,946 on $271,638 of total revenues for the same period
during the prior year.
As of Sept. 30, 2020, the Company had $3.81 million in total
assets, $5.25 million in total liabilities, and a total
shareholders' deficit of $1.44 million.
GEX Management stated, "To date, the Company has funded its
operations primarily through public and private offerings of common
stock, our line of credit, short- term discounted and convertible
notes payable. The Company has identified several potential
financing sources in order to raise the capital necessary to fund
operations through March 31, 2021.
"In addition to the aforementioned current sources of capital that
will provide additional short-term liquidity, the Company is
currently exploring various other alternatives including debt and
equity financing vehicles, strategic partnerships, government
programs that may be available to the Company, as well as trying to
generate additional sales and increase margins. However, at this
time the Company has no commitments to obtain any additional funds,
and there can be no assurance such funds will be available on
acceptable terms or at all. If the Company is unable to obtain
additional funding and improve its operations, the Company's
financial condition and results of operations may be materially
adversely affected and the Company may not be able to continue
operations, which raises substantial doubt about its ability to
continue as a going concern. Additionally, even if the Company
raises sufficient capital through additional equity or debt
financing, strategic alternatives or otherwise, there can be no
assurances that the revenue or capital infusion will be sufficient
to enable it to develop its business to a level where it will be
profitable or generate positive cash flow. If the Company raises
additional funds through the issuance of equity or convertible debt
securities, the percentage ownership of our stockholders could be
significantly diluted, and these newly issued securities may have
rights, preferences or privileges senior to those of existing
stockholders. If the Company incurs additional debt, a substantial
portion of its operating cash flow may be dedicated to the payment
of principal and interest on such indebtedness, thus limiting funds
available for business activities. The terms of any debt
securities issued could also impose significant restrictions on the
Company's operations. Broad market and industry factors may
seriously harm the market price of our common stock, regardless of
our operating performance, and may adversely impact our ability to
raise additional funds. Similarly, if the Company's common stock
is delisted from the public exchange markets, it may limit its
ability to raise additional funds."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1681556/000149315220022229/form10-q.htm
About GEX Management
GEX Management -- http://www.gexmanagement.com/-- is a
professional business services company that was originally formed
in 2004 as Group Excellence Management, LLC d/b/a MyEasyHQ. The
Company formed GEX Staffing, LLC in March 2017.
GEX Management reported a net loss of $100,200 for the year ended
Dec. 31, 2019, compared to a net loss of $5.10 million for the year
ended Dec. 31, 2018.
GLOSTATION USA: Court Approves Bankruptcy Plan
----------------------------------------------
Alex Wolf of Bloomberg Law reports that Glostation USA Inc., a
bankrupt virtual reality gaming center operator backed by Justin
Timberlake and other celebrities, won court approval to reorganize
after financial struggles triggered by pandemic-related business
closures.
As part of the reorganization plan, the California-based company is
receiving funds from parent Sandbox VR Inc. and restructuring about
$13.6 million of secured debt to remain in business. Judge Martin
R. Barash of the U.S. Bankruptcy Court for the Central District of
California said he would approve the plan during a telephonic
hearing Tuesday, November 24, 2020,.
Formed in 2016, Sandbox VR operates gaming facilities around the
world offering full-body tracking.
About Glostation USA, Inc.
Glostation USA Inc. -- http://sandboxvr.com/-- is a virtual
reality start-up doing business as Sandbox VR. Sandbox is a
futuristic VR experience for groups of up to six where they can see
and physically interact with everyone inside, just like the real
world. Inspired by Star Trek's Holodeck, Sandbox's exclusive worlds
let people feel like they're living inside a game or movie, and are
built by EA, Sony, and Ubisoft veterans.
Glostation USA, Inc., based in Woodland Hills, CA, and its
debtor-affiliates sought Chapter 11 protection (Bankr. C.D. Cal.
Lead Case No. 20-11435) on Aug. 13, 2020.
In its petition, the Debtor was estimated to have $1 million to $10
million in assets and $10 million to $50 million in liabilities.
The petition was signed by Steven Zhao, manager, president, and
CEO.
SULMEYERKUPETZ serves as bankruptcy counsel to the Debtors.
GMJ MACHINE: Gets Court Approval to Hire Blake White as Accountant
------------------------------------------------------------------
GMJ Machine Company, Inc. received approval from the U.S.
Bankruptcy Court for the Southern District of Alabama to employ
Blake, White & Farnell, P.C. as its accountant.
Blake White will prepare tax returns, advise the Debtor on tax
matters and assist in accounting for its business. The firm's
hourly rates are:
Aldon R. Farnell $175
Jimmy Webb $80
Clerks $20
Blake White is a "disinterested person" and does not represent any
interest materially adverse to the Debtor and its estate, creditors
and equity holders, according to court filings.
The firm can be reached through:
Aldon R. Farnell
Jimmy Webb
Blake White & Farnell PC
501 Boulevard Park W
Mobile, AL 36609
Phone: +1 251-341-1005
About GMJ Machine Company
GMJ Machine Company, Inc. manufactures specialized components for
the aerospace, defense, general aviation and energy industries.
GMJ Machine Company sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Ala. Case No. 20-10632) on Feb. 27,
2020. At the time of the filing, the Debtor disclosed assets of
between $1 million and $10 million and liabilities of the same
range.
Judge Jerry C. Oldshue oversees the case. Robert M. Galloway,
Esq., at Galloway, Wettermark & Rutens, LLP, is the Debtor's legal
counsel.
GRANITE US: S&P Upgrades ICR to 'B-'; Outlook Positive
------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Granite U.S.
Holdings Corp. (d/b/a Howden) to 'B-' from 'CCC+'. The outlook is
positive.
S&P said, "We are also correcting our recovery analysis to reflect
our understanding that the equity interests in most of the
non-obligor subsidiaries have been pledged to the company's credit
facility lenders. This differs from our previous analysis under
which none of the non-obligor equity was part of the collateral
package. This revision, which gives the secured lenders a priority
claim to the equity value we attribute to the non-obligor
subsidiaries, raises recovery prospects for secured lenders and
lowers recovery prospects for senior unsecured note holders."
"As a result, the '3' recovery rating on the term loan remains
unchanged (although the rounded recovery percentage increases to
60% from 50%) and we are lowering the recovery rating on the
unsecured notes to '6' from '5'. Further, we are raising the rating
on the senior secured credit facilities to 'B-' from 'CCC+' and the
rating on the senior unsecured notes remains unchanged at 'CCC'."
Howden's pipeline of new build orders and resilient aftermarket
business provide some revenue visibility over the next 12
months.The company has performed very well in the face of weak
market conditions with relatively flat year-on-year revenue through
the third quarter of 2020. While its new build order rates
continues to decline in the double digit percent area, its
aftermarket business rebounded impressively following a difficult
second quarter. Despite Howden's low new build order rates, the
company indicated it is heading into the fourth quarter with a much
larger pipeline than usual, which could cause its backlog to be
relatively unchanged on a year-over-year basis.
Furthermore, the company's reported EBITDA margins improved due to
its good pricing and favorable product mix in a challenging
environment. S&P continues to expect Howden to manage its
profitability given the longer-cycle nature of its new order
business. That said, the rising number of COVID-19 cases and
increasingly stringent lockdowns around the world could somewhat
limit those opportunities. Still, Howden has demonstrated the
ability to prudently manage its business through difficult times
and S&P expects it to continue to do so.
The company's order rates have been mixed among end markets. As
many economies re-opened and onsite working guidelines were relaxed
around the end of the second quarter of 2020, Howden's aftermarket
bookings increased sequentially across the power, downstream oil
and gas, mining, and industrial end markets. The most significant
reduction in the company's aftermarket orders occurred during the
broad market volatility in the second quarter, though S&P believes
the effects of this decline have already been reflected in the
company's operating performance through the third quarter and the
rating agency expects minimal residual effects in the fourth
quarter.
With regard to the company's new build orders, its oil and gas
segment continues to weigh on its overall rates. However, it
partially offset this decline with a 3% increase in orders from its
power end markets. The company performed well in Power, especially
in China, Asia-Pacific, and India where coal power remains
important. While Howden's exposure to the oil and gas end markets
(as a percentage of its revenue) is higher than at many of its
rated capital goods peers, its upstream business, which S&P views
as the most volatile, is relatively limited.
S&P said, "We anticipate Howden will generate modest positive free
cash flows and maintain adequate liquidity throughout the forecast
period. Over the last three quarters, the company generated over
$56 million of FOCF and repaid the majority of the outstanding
borrowings under its revolver. As of Sept. 30, 2020, Howden had
over $100 million of cash on its balance sheet and approximately
$110 million of borrowing capacity under its $150 million revolving
credit facility (RCF). We expect the company to continue to
generate good FOCF over the next 12 months. We also note that it
does not face any significant debt maturities until 2024 when its
RCF matures."
"The positive outlook reflects that we could upgrade Howden over
the next 12 months if it continues to prudently manage its business
and weathers the potential volatility stemming from a second wave
of COVID-19 cases. We will continue to monitor the company's order
rates, the performance of its end markets, and its liquidity
position."
Upside scenario
S&P could upgrade Howden if it maintains leverage comfortably below
6.5x and continues to generate solid positive free cash flow. At
the same time, the rating agency would need to see some indications
that the broader macroeconomic environment was stabilizing before
raising S&P's ratings.
Downside scenario
S&P could revise its outlook on Howden to stable if the company's
order rates stall or decline and the rating agency believes it will
lead the company to sustain leverage in the 6.5x area or above. S&P
could also revise its outlook if the company's sources of liquidity
materially decline from current levels.
GROM SOCIAL: Incurs $2.2 Million Net Loss in Third Quarter
----------------------------------------------------------
Grom Social Enterprises, Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss of $2.22 million on $1.44 million of sales for the three
months ended Sept. 30, 2020, compared to a net loss of $879,308 on
$2.23 million of sales for the three months ended Sept. 30, 2019.
For the nine months ended Sept. 30, 2020, the Company reported a
net loss of $4.52 million on $4.47 million of sales compared to a
net loss of $3.64 million on $6.27 million of sales for the nine
months ended Sept. 30, 2019.
As of Sept. 30, 2020, the Company had $17.80 million in total
assets, $8.44 million in total liabilities, and $9.36 million in
total stockholders' equity.
Grom Social said, "Because the Company does not expect that
existing operational cash flow will be sufficient to fund presently
anticipated operations, this raises substantial doubt about the
Company's ability to continue as a going concern. Therefore, the
Company will need to raise additional funds and is currently
exploring alternative sources of financing. Historically, the
Company has raised capital through private placements, convertible
notes and officer loans as an interim measure to finance working
capital needs and may continue to raise additional capital through
the sale of common stock or other securities and obtaining some
short-term loans in order to fund its operations."
Impact of COVID-19
Grom Social said it has experienced significant disruptions to its
business and operations due to circumstances related to COVID-19,
and as a result of delays caused government-imposed quarantines,
office closings and travel restrictions, which affect both the
Company's and its service providers. The Company has significant
operations in Manila, Philippines, which was locked down by the
government on March 12, 2020 due to concerns related to the spread
of COVID-19. As a result of the Philippines government's call to
contain COVID-19, the Company's animation studio, located in
Manila, Philippines, which accounts for approximately 90% of the
Company's total revenues on a consolidated basis, has been closed.
In response to the outbreak and business disruption, the Company
has instituted employee safety protocols to contain the spread,
including domestic and international travel restrictions,
work-from-home practices, extensive cleaning protocols, social
distancing and various temporary closures of its administrative
offices and production studio. The Company has implemented a range
of actions aimed at temporarily reducing costs and preserving
liquidity.
"The outbreak has and may continue to spread, which could
materially impact the Company's business. The full extent of
potential impacts on the Company's business, financing activities
and the global economy will depend on future developments, which
cannot be predicted due to the uncertain nature of the continued
COVID-19 pandemic, government mandated shut downs, and its adverse
effects, including new information which may emerge concerning the
severity of COVID-19 and the actions to contain COVID-19 or treat
its impact, among others. These effects could have a material
adverse impact on the Company's business, operations, financial
condition and results of operations," Grom Social stated.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1662574/000168316820004064/grom_10q-093020.htm
About Grom Social
Grom -- http://www.gromsocial.com/-- is a media, technology and
entertainment company that focuses on delivering content to
children under the age of 13 years in a safe secure Children's
Online Privacy Protection Act compliant platform that can be
monitored by parents or guardians. The Company operates its
business through the following four wholly-owned subsidiaries:
(1) Grom Social, Inc. was incorporated in the State of Florida on
March 5, 2012 and operates its social media network designed for
children under the age of 13 years; (2) TD Holdings Limited
operates through its two subsidiary companies: (i) Top Draw
Animation Hong Kong Limited, a Hong Kong corporation and (ii) Top
Draw Animation, Inc., a Philippines corporation. The group's
principal activities are the production of animated films and
televisions series; (3) Grom Educational Services, Inc. operates
its web filtering services provided to schools and government
agencies; and (4) Grom Nutritional Services, Inc. intends to market
and distribute nutritional supplements to children. GNS has not
generated any revenue since its inception.
Grom Social reported a net loss of $4.59 million for the year ended
Dec. 31, 2019, compared to a net loss of $4.88 million for the year
ended Dec. 31, 2018. As of June 30, 2020, the Company had $17.95
million in total assets, $10.49 million in total liabilities, and
$7.47 million in total stockholders' equity.
BF Borgers CPA PC, in Lakewood, CO, the Company's auditor since
2015, issued a "going concern" qualification in its report dated
June 30, 2019, citing that the Company has incurred significant
operating losses since inception and has a working capital deficit
which raises substantial doubt about its ability to continue as a
going concern.
GRUPO MARITIMO: Taps Illustrated Properties as Real Estate Broker
-----------------------------------------------------------------
Grupo Maritimo Royal, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire Illustrated
Properties LLC as its real estate broker.
The firm will list for sale the real property located at 287 West
Mashta Drive, Key Biscayne, Fla.
Patricia E. Gleason, of Illustrated Properties, disclosed in court
filings that she and the firm are "disinterested persons" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Patricia E. Gleason
Illustrated Properties LLC
2725 PGA Boulevard
Palm Beach Gardens, FL
Telephone: (561) 626-7000
About Grupo Maritimo Royal
Grupo Maritimo Royal, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-20474) on Sept. 28,
2020. At the time of the filing, the Debtor disclosed assets of
between $500,001 and $1 million and liabilities of the same range.
Judge A. Jay Cristol oversees the case. Florida Bankruptcy Group,
LLC serves as Debtor's legal counsel.
GUITAR CENTER: Files for Chapter 11 Bankruptcy to Cut Debt
----------------------------------------------------------
Guitar Center Inc. and seven affiliates filed Chapter 11 bankruptcy
protection Nov. 21, 2020, roughly a week after Guitar Center
announced that it had reached a restructuring deal with key
stakeholders and was prepping a Chapter 11 filing.
According to Law 360, the company told a bankruptcy judge at the
first-day hearing that it likely would have been able to avoid
bankruptcy without the impact of the outbreak.
As announced on Nov. 13, the Company has secured new financing to
implement the Plan, which is supported by its equity sponsor, a
fund managed by the Private Equity Group of Ares Management
Corporation; new equity investors, which include funds managed by
Brigade Capital Management and a fund managed by The Carlyle Group;
as well as supermajorities of its noteholder groups. The Plan
provides for a comprehensive transaction that will deleverage the
Company’s balance sheet, enhance financial flexibility and
provide additional liquidity to continue to support its vendors,
suppliers, and employees.
Ron Japinga, CEO of Guitar Center, said: "This is an important and
positive step in our process to significantly reduce our debt and
enhance our ability to reinvest in our business to support
long-term growth. Throughout this process, we will continue to
serve our customers and deliver on our mission of putting more
music in the world. Given the strong level of support from our
lenders and creditors, we expect to complete the process before the
end of this year."
The Plan is intended to allow Guitar Center and its related brands
(including Music & Arts, Musician's Friend, Woodwind Brasswind and
AVDG) to continue to operate in the normal course while the
transaction is implemented. As a result of the Plan, Guitar Center
will continue to meet its financial obligations to vendors,
suppliers, and employees, and intends to make payments in full to
these parties without interruption in the ordinary course of
business. Guitar Center will continue to provide uninterrupted
service to its customers through its existing channels, including
its stores, websites, call centers and social media pages, and will
continue to receive goods and ship customer orders as usual. All
merchandise credits, prepaid lessons, rentals, gift cards,
deposits, orders, financings and warranties will be honored.
While Guitar Center is pleased with its overall store footprint,
the Company has engaged A&G Realty Partners to explore
opportunities to optimize its real estate portfolio and other
agreements to focus on investments that best position the Company
to return to its growth trajectory prior to COVID-19.
Plan to Cut Debt by $800M
The Plan will reduce debt by nearly $800 million and is supported
by $165 million in new equity investments from its equity sponsor,
a fund managed by the Private Equity Group of Ares Management
Corporation, and new equity investors, which include a fund managed
by The Carlyle Group and funds managed by Brigade Capital
Management. Guitar Center has negotiated to have a total of $375
million in Debtor-In-Possession ("DIP") financing provided by
certain of its existing noteholders and ABL lenders.
In connection with the Plan, the Company currently intends to raise
$335 million in new senior secured notes. UBS Investment Bank will
serve as the lead placement agent in connection with this effort.
The new senior secured notes have not been registered under the
Securities Act of 1933, as amended (the "Securities Act") or the
securities laws of any state and may not be offered or sold inthe
United Statesabsent registration or an exemption from the
registration requirements of the Securities Act and applicable
state securities laws.
About Guitar Center
Guitar Center, Inc., headquartered in Westlake Village, Cal., is
the largest musical instrument retailer with 312 stores and a
direct response segment, which operates its Web sites. It operates
three distinct musical retail business -- Guitar Center (about 70%
of revenue), Music & Arts (about 7% of revenue), and Musician's
Friend (its direct response subsidiary with 24% of revenue). Total
revenue is about $2 billion.
Guitar Center disclosed a net loss of $72.16 million in 2012, a net
loss of $236.93 million in 2011 and a $56.37 million net loss in
2010.
Guitar Center, Inc., and 7 of affiliates sought Chapter 11
protection (Bankr. E.D. Va. Lead Case No. 20-34656) on Nov. 21,
2020.
Guitar Center was estimated to have $1 billion to $10 billion in
assets and liabilities as of the bankruptcy filing.
The Hon. Kevin R. Huennekens is the case judge.
The Debtors tapped MILBANK LLP as general bankruptcy counsel;
HOULIHAN LOKEY, INC. as restructuring advisor; and BERKELEY
RESEARCH GROUP, LLC, as operational and financial advisor. HUNTON
ANDREWS KURTH LLP is the Debtors' local bankruptcy counsel. LYONS,
BENENSON & COMPANY INC. is the compensations consultant. PRIME
CLERK LLC is the claims agent.
Stroock & Stroock & Lavan LLP is serving as legal counsel to an ad
hoc group of Secured Noteholders and Province is serving as
financial advisor. Kirkland & Ellis LLP is serving as legal
counsel to Ares Management Corporation. Debevoise & Plimpton LLP is
serving as legal counsel to Brigade Capital Management and GLC
Advisors & Co. is serving as financial advisor. Paul, Weiss,
Rifkind, Wharton & Garrison LLP is serving as legal counsel to The
Carlyle Group.
HERTZ GLOBAL: Enters Stock & Asset Purchase Deal With Athene
------------------------------------------------------------
Hertz Global Holdings, Inc. (OTCPK: HTZGQ) on Nov. 25, 2020,
announced that it has entered into a stock and asset purchase
agreement to sell substantially all of the assets of its
wholly-owned subsidiary, Donlen Corporation ("Donlen"), a fleet
management leader, to Athene Holding Ltd. ("Athene") (NYSE: ATH), a
leading financial services company, for an anticipated cash payment
of $825 million subject to adjustments for fleet equity, working
capital and assumed debt. Hertz anticipates that these adjustments
will result in a purchase price at closing of at least $875
million.
Hertz President and CEO Paul Stone said, "The agreement to sell our
Donlen business is another significant accomplishment for Hertz
during our financial restructuring, following the $1.65 billion
debtor-in-possession financing and $4 billion fleet financing
recently approved by the Bankruptcy Court. As we continue to work
to position Hertz and our business for the future, we believe this
transaction provides significant additional flexibility to help us
achieve our strategic and financial objectives. At the same time,
customers will continue to be able to benefit from Donlen's
commitment to excellence in fleet management solutions and
service."
Donlen President Tom Callahan added, "We are pleased with this
opportunity to position Donlen's business for continued long-term
success and appreciate Athene's commitment to continuing our
tradition of high-quality service, customer satisfaction, and
award-winning fleet management, working with our talented
employees. Our fleet customers remain our top priority and we look
forward to continuing to be a trusted partner providing high levels
of customer satisfaction, impactful technology and fleet
solutions."
Athene Chairman and CEO Jim Belardi said, "We are excited about the
opportunity to partner with the strong team at Donlen to acquire an
industry-leading fleet management franchise that is well-suited to
meet our objective of sourcing attractive, differentiated long-term
investments for our growing portfolio. In support of the business,
strengthening the balance sheet and its significant growth
opportunity, we are making an upfront investment of approximately
$1 billion, and we are prepared to provide incremental capital that
would support approximately $2 billion of additional growth in the
fleet. We plan to support Donlen with resources to invest in
technology and grow their team, which will enable them to continue
offering best-in-class service to their long-standing customer
base."
The agreement with Athene was reached following an initial
marketing process. If approved by the Bankruptcy Court at a hearing
anticipated for December 16, 2020, the agreement with Athene will
serve as the "stalking horse bid" in a court-supervised sales
process, and the agreement will establish a minimum sale price for
Donlen. Hertz expects to conduct a competitive auction process
pursuant to Bidding Procedures that will be subject to approval by
the Bankruptcy Court to ensure Hertz receives the highest and best
offer for the Donlen business.
White & Case LLP is serving as Hertz's legal advisor, Moelis & Co.
is serving as investment banker, and FTI Consulting is serving as
Hertz's financial advisor.
Information related to the Chapter 11 proceedings and access to
Court documents for Hertz Global Holdings, Inc. and Donlen can be
found at https://restructuring.primeclerk.com/hertz/.
About Donlen
Donlen develops innovative fleet management technology solutions
and offers a proactive, hands-on approach to customer service.
Donlen has been named one of the Best and Brightest Companies to
Work For® in Chicago and in the Nation for six consecutive years.
For more than 55 years, Donlen has empowered its customers to focus
on their core business and drive continuous improvement in their
fleet's operational and financial performance. Headquartered in
Bannockburn, Ill., Donlen is a wholly owned subsidiary of Hertz
Global Holdings. For more information about Donlen's best-in-class
fleet management solutions, visit www.donlen.com.
About Athene
Athene, through its subsidiaries, is a leading retirement services
company that issues, reinsures and acquires retirement savings
products designed for the increasing number of individuals and
institutions seeking to fund retirement needs. The products offered
by Athene include:
Retail fixed, fixed indexed and index-linked annuity products;
Reinsurance arrangements with third-party annuity providers; and
Institutional products, such as funding agreements and the
assumption of pension risk transfer obligations.
Athene had total assets of $191.1 billion as of September 30, 2020.
Athene's principal subsidiaries include Athene Annuity & Life
Assurance Company, a Delaware-domiciled insurance company, Athene
Annuity and Life Company, an Iowa-domiciled insurance company,
Athene Annuity & Life Assurance Company of New York, a New
York-domiciled insurance company and Athene Life Re Ltd., a
Bermuda-domiciled reinsurer. Further information can be found at
athene.com.
About Hertz Global Holdings
Hertz Corp. and its subsidiaries -- http://www.hertz.com/--
operate a worldwide vehicle rental business under the Hertz,
Dollar, and Thrifty brands, with car rental locations in North
America, Europe, Latin America, Africa, Asia, Australia, the
Caribbean, the Middle East, and New Zealand. The Company also
operates a vehicle leasing and fleet management solutions
business.
On May 22, 2020, The Hertz Corporation and certain of its U.S. and
Canadian subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court
(Bankr. D. Del. Case No. 20-11218).
The Hon. Mary F. Walrath is the presiding judge.
White & Case LLP is serving as legal advisor, Moelis & Co. is
serving as investment banker, and FTI Consulting is serving as
financial advisor. Richards, Layton & Finger, P.A., is the local
counsel.
Prime Clerk LLC is the claims agent, maintaining the page
https://restructuring.primeclerk.com/hertz
HOLDENVILLE PUBLIC WORKS: S&P Withdraws BB Rating on Revenue Bonds
------------------------------------------------------------------
S&P Global Ratings withdrew its 'BB' long-term rating on
Holdenville Public Works Authority, Okla.'s series 2017A and 2017B
sales tax revenue refunding bonds due to the rating agency's
inability to gather additional information from management,
including the authority's current cash position and its unaudited
financials for fiscal 2020. Without additional information, S&P
cannot maintain the rating, because it is not possible to determine
the credit fundamentals of the water system revenue pledge.
If the rating on the bonds is reinstated, S&P will incorporate any
additional information from management to determine the credit
rating, which could be different from the 'BB' rating that resulted
from the downgrade on Sept. 17, 2020.
IFRESH INC: Posts $3.2 Million Net Loss in Second Quarter
---------------------------------------------------------
iFresh Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q disclosing a net loss attributable to
common stockholders of $3.20 million on $24.22 million of total net
sales for the three months ended Sept. 30, 2020, compared to a net
loss attributable to common shareholders of $886,723 on $21.86
million of net sales for the three months ended Sept. 30, 2019.
For the six months ended Sept. 30, 2020, the Company reported net
income attributable to common shareholders of $402,386 on $45.75
million of total net sales compared to a net loss attributable to
common shareholders of $4.25 million on $45.69 million of total net
sales for the same period during the prior year.
As of Sept. 30, 2020, the Company had $131.44 million in total
assets, $112.88 million in total liabilities, and $18.55 million in
total shareholders' equity.
The Company was impacted by the COVID-19 outbreak as it operates in
areas under stay-at-home orders since mid-March 2020. The Company
had to operate under reduced hours including temporary closure of
the stores located in Brooklyn, Manhattan and in Flushing, New
York, where there are with high populations and a high risk of
infection during the end of March and April peak periods. Sales
decreased by $0.8 million due to the lockdown for the six months
ended September 30, 2020.
The Company's principal liquidity needs are to meet its working
capital requirements, operating expenses and capital expenditure
obligations. The Company's ability to fund these needs will depend
on its future performance, which will be subject in part to general
economic, competitive and other factors beyond its control. The
Company said these conditions raise substantial doubt as to its
ability to remain a going concern.
iFresh said, "The management has been putting effort in reaching
out to external investors and are now in the process of contacting
several potential investors. The store operation has grown very
mature over the last twenty years. With the fast development of
the online shopping and fresh delivery sectors, the management has
input in related industries and seeking opportunities to further
strengthen its own supply chain and customers' service quality in
the company's online shopping platform- onlineiFresh. The
management is also filing an S-1 to help raise capital for the
Company."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1681941/000121390020038846/f10q0920_ifreshinc.htm
About iFresh Inc.
Headquartered in Long Island City, New York, iFresh Inc. --
http://www.ifreshmarket.com-- is an Asian American grocery
supermarket chain and online grocer on the east coast of U.S. With
nine retail supermarkets along the US eastern seaboard (with
additional stores in Glen Cove, Miami and Connecticut opening
soon), and two in-house wholesale businesses strategically located
in cities with a highly concentrated Asian population, iFresh aims
to satisfy the increasing demands of Asian Americans (whose
purchasing power has been growing rapidly) for fresh and culturally
unique produce, seafood and other groceries that are not found in
mainstream supermarkets. With an in-house proprietary delivery
network, online sales channel and strong relations with farms that
produce Chinese specialty vegetables and fruits, iFresh is able to
offer fresh, high-quality specialty produce at competitive prices
to a growing base of customers.
iFresh Inc. reported a net loss of $8.29 million for the year ended
March 31, 2020, compared to a net loss of $12 million for the year
ended March 31, 2019. As of June 30, 2020, the Company had $121.35
million in total assets, $106.24 million in total liabilities, and
$15.11 million in total equity.
Friedman LLP, in New York, the Company's auditor since 2016, issued
a "going concern" qualification in its report dated Aug. 13, 2020,
citing that the Company has incurred significant operating losses,
has negative working capital of $28.6 million and is not in
compliance with its credit agreement. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
IMAGEWARE SYSTEMS: Posts $3 Million Net Loss in Third Quarter
-------------------------------------------------------------
Imageware Systems, Inc., filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
available to common shareholders of $3.15 million on $2.47 million
of revenue for the three months ended Sept. 30, 2020, compared to a
net loss available to common shareholders of $3.96 million on
$785,000 of revenue for the three months ended Sept. 30, 2019.
For the nine months ended Sept. 30, 2020, the Company reported a
net loss available to common shareholders of $11.93 million on $4
million of revenue compared to a net loss available to common
shareholders of $12.79 million on $2.53 million of revenue for the
nine months ended Sept. 30, 2019.
As of Sept. 30, 2020, the Company had $9.38 million in total
assets, $12.91 million in total liabilities, $9.40 million in
series C convertible redeemable preferred stock, and a total
shareholders' deficit of $12.92 million.
Imageware said, "Historically, our principal sources of cash have
included customer payments from the sale of our products, proceeds
from the issuance of common and preferred stock and proceeds from
the issuance of debt. Our principal uses of cash have included
cash used in operations, product development, and payments relating
to purchases of property and equipment. We expect that our
principal uses of cash in the future will be for product
development, including customization of identity management
products for enterprise and consumer applications, further
development of intellectual property, development of
Software-as-a-Service ("SaaS") capabilities for existing products
as well as general working capital and capital expenditure
requirements. Management expects that, as our revenue grows, our
sales and marketing and research and development expense will
continue to grow, albeit at a slower rate and, as a result, we will
need to generate significant net revenue to achieve and sustain
positive cash flows from operations. Historically the Company has
not been able to generate sufficient net revenue to achieve and
sustain positive cash flows from operations and management has
determined that there is substantial doubt about the Company's
ability to continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/941685/000165495420012837/iwsy10q_sep302020.htm
About ImageWare Systems
Headquartered in San Diego, CA, ImageWare Systems, Inc. --
http://www.iwsinc.com/-- is a developer of mobile and cloud-based
identity management solutions, providing two-factor, biometric and
multi-factor cloud-based authentication solutions for the
enterprise. The company delivers next-generation biometrics as an
interactive and scalable cloud-based solution. ImageWare brings
together cloud and mobile technology to offer two-factor,
biometric, and multi-factor authentication for smartphone users,
for the enterprise, and across industries. The Company's products
are used to manage and issue secure credentials, including national
IDs, passports, driver licenses and access control credentials.
ImageWare recorded a net loss available to common shareholders of
$17.25 million for the year ended Dec. 31, 2019, compared to a net
loss available to common shareholders of $16.46 million for the
year ended Dec. 31, 2018. As of June 30, 2020, the Company had
$7.81 million in total assets, $13.80 million in total liabilities,
$9.23 million in mezzanine equity, and a total shareholders'
deficit of $15.22 million.
Mayer Hoffman McCann P.C., in San Diego, California, the Company's
auditor since 2011, issued a "going concern" qualification in its
report dated May 15, 2020 citing that the Company does not generate
sufficient cash flows from operations to maintain operations and,
therefore, is dependent on additional financing to fund operations.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.
IMPRESA HOLDINGS: Unsecured Creditors Blast Bid of Twin Haven
-------------------------------------------------------------
Law360 reports that unsecured creditors told a Delaware bankruptcy
judge Thursday, November 19, 2020, the proposed stalking horse
offer to buy a California company, Impress Holdings, that makes
metal parts for the aerospace industry, including Boeing's troubled
737 Max fleet, undervalues the company.
In an objection filed with U. S. Bankruptcy Judge Brendan L.
Shannon, the official committee of unsecured creditors asserted a
$10 million floor bid from a fund controlled by private equity firm
Twin Haven Capital Partners LLC to purchase Impresa Holdings
Acquisition Corp. is "neither fair nor reasonable and far
undervalues the going concern value of the debtors' business."
About Impresa Holdings
Impresa Holdings Acquisition Corp. designs, manufactures and
supplies precision sheet metal parts, CNC-machined components and
assemblies for commercial jets, regional and business aircraft,
military aircraft, and civil and military helicopters. Its services
include sheet metal fabrication, hydroform pressing and brake.
Impresa began operating in 1973 as Venture Aircraft and expanded
through a 2012 acquisition of Swift-Cor Aerospace. It then changed
its name to Impresa Aerospace.
Operating from a production facility in Gardena, Calif., Impresa
provides machined parts, fabricated components, assembled parts and
tooling for the aerospace and defense industries. In addition to
Boeing, its customers include Spirit AeroSystems, Raytheon,
Northrop Grumman, Cessna, Lockheed Martin and Gulfstream. It has
provided parts and components for Boeing's major airframes,
including the 787, 777 and 747 as well as the Airbus A380 and
Gulfstream's G550 and G650 planes.
On Sept. 24, 2020, Impresa and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 20-12399). At the time of
the filing, Impresa had estimated assets of less than $50,000 and
liabilities of between $10 million and $50 million.
Morris Nichols Arsht & Tunnell, LLP and Duff & Phelps Securities,
LLC serve as Debtors' legal counsel and investment banker,
respectively. Stretto is the claims agent.
IQOR HOLDINGS: Court Confirms Prepackaged Plan
----------------------------------------------
Judge David R. Jones has ordered that the Disclosure Statement of
iQor Holdings Inc., et al. is approved in all respects, and the
Debtors' Plan is approved in its entirety and confirmed under
section 1129 of the Bankruptcy Code.
iQor Holdings Inc., et al. submitted a Joint Prepackaged Plan of
Reorganization.
Class 5 First Lien Term Loan Claims are impaired. Each Holder of an
Allowed First Lien Term Loan Claim shall receive, in full and final
satisfaction of such Claim, its Pro Rata share of (i) 95.75% of the
New Common Stock issued pursuant to the Plan on the Effective Date,
subject to dilution on account of the Management Incentive Plan and
(ii) the New Term Loans.
Class 6 Second Lien Term Loan Claims are impaired. Each Holder of
an Allowed Second Lien Term Loan Claim shall receive, in full and
final satisfaction of such Claim, its Pro Rata share of 4.25% of
the New Common Stock issued pursuant to the Plan on the Effective
Date, subject to dilution on account of the Management Incentive
Plan.
Class 7 General Unsecured Claims are unimpaired. Each Holder of an
Allowed General Unsecured Claim shall receive, in full and final
satisfaction of such Claim, either reinstatement of such Allowed
General Unsecured Claim pursuant to section 1124 of the Bankruptcy
Code or payment in full in cash on (A) the Effective Date or (B)
the date due in the ordinary course of business in accordance with
the terms and conditions of the particular transaction giving rise
to such Allowed General Unsecured Claim.
Class 10 Existing Preferred Interests, Class 11 Existing Common
Interests and Class 12 Other Interests are impaired. On the
Effective Date, all Interests will be cancelled, released, and
extinguished and will be of no further force and effect, and
Holders of Existing Preferred Interests will not receive any
distribution on account thereof.
The sources of consideration for Plan distributions are Exit
Facilities, New Term Loan Facility, New Common Stock and Cash on
Hand.
A full-text copy of the Joint Prepackaged Plan of Reorganization
dated October 14, 2020, is available at
https://tinyurl.com/y28oa9vk from PacerMonitor.com at no charge.
Proposed Co-Counsel to the Debtors:
Matthew D. Cavenaugh
Jennifer F. Wertz
Genevieve M. Graham
Vienna F. Anaya
JACKSON WALKER LLP
1401 McKinney Street, Suite 1900
Houston, Texas 77010
Telephone: (713) 752-4200
Facsimile: (713) 752-4221
Email: mcavenaugh@jw.com
jwertz@jw.com
ggraham@jw.com
vanaya@jw.com
Proposed Co-Counsel to the Debtors:
Christopher J. Marcus, P.C.
Rachael M. Bazinski
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Email: cmarcus@kirkland.com
rachael.bazinski@kirkland.com
About iQor Holdings
iQor Holdings Inc. -- http://www.iqor.com/-- is a managed services
provider of customer engagement and technology-enabled BPO
solutions.
iQor and each of its U.S. subsidiaries have filed voluntary
petitions under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.
Texas Lead Case No. 20-34500) on Sept. 10, 2020, to implement an
agreement between a majority of its secured lenders to recapitalize
its funded debt. The petitions were signed by David A. Kaminsky,
chief financial officer.
At the time of the filing, iQor was estimated to have assets and
liabilities of $1 billion to $10 billion.
The Hon. David R. Jones is the case judge.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as their legal counsel, Jackson Walker L.L.P. as
local counsel, FTI Consulting Inc. as financial advisor, Evercore
Group L.L.C. as investment banking advisor, and Omni Agent
Solutions as notice and claims agent.
IQOR HOLDINGS: Successfully Emerges From Chapter 11
---------------------------------------------------
iQor, a managed services provider of customer engagement and
technology-enabled BPO solutions, announced Nov. 19, 2020 that the
Company and each of its U.S. subsidiaries have emerged from Chapter
11 bankruptcy, signaling the completion of the financial
restructuring process. The Company's Pre-Packaged Plan of
Reorganization was confirmed by the United States Bankruptcy Court
for the Southern District of Texas on October 14, 2020.
iQor emerges from the Chapter 11 process with a strengthened
capital structure, improved financial stability and having
recapitalized its funded debt. "Our swift emergence demonstrates
the strong support of our new owners. We want to thank our
customers and employees for their loyalty through this process. We
start this next chapter as a stronger iQor, better positioned to
deliver premium customer interactions, to assist our clients in
today's ever-changing customer experience landscape," said Gary
Praznik, President and Chief Executive Officer of iQor.
"We made the decision to pursue an in-court restructuring to
provide iQor with the best path forward to achieve long-term
sustainability, growth and profitability. As we emerge and with our
new capital structure, we're better enabled to execute our BPO
platform strategy and to continue responding to the
COVID-19-related challenges and disruptions our clients face.
We’re looking forward to realizing our full potential, which is
now reflected in our strengthened financial position."
In the months ahead, the Company will remain laser focused on
customer performance, organic and strategic new growth and
continuing its disciplined financial planning analysis for key
business decisions under new ownership.
iQor was advised in this process by FTI Consulting as financial
advisor, Evercore as investment banking advisor, and Kirkland &
Ellis LLP as legal advisor.
About iQor Holdings
iQor Holdings Inc. -- http://www.iqor.com/-- is a managed services
provider of customer engagement and technology-enabled BPO
solutions.
iQor and each of its U.S. subsidiaries have filed voluntary
petitions under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.
Texas Lead Case No. 20-34500) on Sept. 10, 2020, to implement an
agreement between a majority of its secured lenders to recapitalize
its funded debt. The petitions were signed by David A. Kaminsky,
chief financial officer.
At the time of the filing, iQor was estimated to have assets and
liabilities of $1 billion to $10 billion.
The Hon. David R. Jones is the case judge.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as their legal counsel, Jackson Walker L.L.P. as
local counsel, FTI Consulting Inc. as financial advisor, Evercore
Group L.L.C. as investment banking advisor, and Omni Agent
Solutions as notice and claims agent.
J.C. PENNEY: Gets Court Approval for Separate PropCos Creation
--------------------------------------------------------------
Retail Insight Network reports that the department store chain
JCPenney has secured approval from the US Bankruptcy Court for the
Southern District of Texas for separate property holding companies
(PropCos).
As part of its Plan of Reorganization, JCPenney proposed for the
creation of PropCos that comprises the company's owned distribution
centres and 160 real estate assets.
JCPenney's debtor in possession (DIP) and First Lien Lenders will
own and operate it.
The PropCos should complete the court-supervised restructuring
process and emerge from Chapter 11 bankruptcy protection in the
first half of 2021.
The company in a statement said: "The Plan is pursuant to the
Company's asset purchase agreement (APA) with Simon Property Group
(Simon) and Brookfield Asset Management (Brookfield) and the
Company's DIP and First Lien Lenders, supported by the Unsecured
Creditors Committee.
"The APA also provides that Simon and Brookfield are acquiring
JCPenney's retail and operating assets (OpCo)."
As part of the proposed restructuring, the PropCos and OpCo will
enter master leases in relation to the properties and distribution
centres moved into the PropCos.
Earlier in November 2020, the company received court approval for
the asset purchase agreement (APA) it signed with Brookfield
Asset Management, Simon Property Group and Majority First Lien
Lenders.
About J.C. Penney
J.C. Penney Company, Inc. -- http://www.jcpenney.com/-- is an
apparel and home retailer, offering merchandise from an extensive
portfolio of private, exclusive, and national brands at over 850
stores and online. It sells clothing for women, men, juniors, kids,
and babies.
On May 15, 2020, J.C. Penney announced that it has entered into a
restructuring support agreement with lenders holding 70% of its
first lien debt. The RSA contemplates agreed-upon terms for a
pre-arranged financial restructuring plan that is expected to
reduce several billion dollars of indebtedness.
To implement the plan, J.C. Penney and its affiliates on May 15,
2020, filed voluntary petitions for reorganization under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
20-20182). At the time of the filing, J.C. Penney disclosed assets
of between $1 billion and $10 billion and liabilities of the same
range.
Judge David R. Jones oversees the cases.
The Debtors have tapped Kirkland & Ellis and Jackson Walker, LLP as
legal counsel; Katten Muchin Rosenman, LLP as special counsel;
Lazard Freres & Co. LLC as investment banker; AlixPartners, LLP as
restructuring advisor; and KPMG, LLP as tax consultant. Prime Clerk
is the claims agent, maintaining the page
http://cases.primeclerk.com/JCPenney
A committee of unsecured creditors has been appointed in Debtors'
Chapter 11 cases. The committee is represented by Cole Schotz,
P.C., and Cooley, LLP.
JOHN VARVATOS: Court Sanctions Case Dismissal Process
-----------------------------------------------------
Daniel Gill of Bloomberg Law reports that fashion retailer John
Varvatos Enterprises Inc. won court approval to begin the process
of dismissing its Chapter 11 bankruptcy case despite an objection
from a group of female former employees with sex discrimination
claims against the company.
The women, owed about $6 million from a class action judgment over
clothing allowances given only to male employees, had sought to
keep the bankruptcy case open while they appeal an order dismissing
their bid to have the company’s principal lender's claim
subordinated to theirs.
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware overruled the objection Monday, November 23, 2020.
About John Varvatos Enterprises
John Varvatos Enterprises, Inc. is an American international luxury
men's lifestyle brand founded by fashion designer John Varvatos in
1999. It operates retail stores in the United States and other
countries worldwide. It sells, manufactures, and designs fashion
products for men such as sweaters, knits, tees, tailored clothing,
jeans, pants, jackets, and accessories.
John Varvatos Enterprises generates revenue through the sale of
merchandise through the department store and specialty wholesale
distribution, a transactional globally accessible website, and its
27 brick and mortar retail locations.
John Varvatos Enterprises, Inc. and its affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 20-11043) on May 6,
2020.
John Varvatos Enterprises was estimated to have $10 million to $50
million in assets and $100 million to $500 million in liabilities
as of the bankruptcy filing.
The Honorable Mary F. Walrath is the case judge. The Debtors tapped
Morris, Nichols, Arsht & Tunnell LLP as counsel; Clear Thinking
Group as financial advisor; MMG Advisors, Inc. as investment
banker; and Omni Agent Solutions as claims agent.
On May 18, 2020, the Office of the United States Trustee appointed
K&L AG GROUP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: K&L Ag Group, LLC
8322 FM 35
Royce City, TX 75189
Business Description: K&L Ag Group, LLC is in the business of
highway, street, and bridge construction.
Chapter 11 Petition Date: November 25, 2020
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 20-32930
Debtor's Counsel: William P. Rossini, Esq.
ROSSINI LAW FIRM
6440 N. Central Expressway
770 Turley Law Center
Dallas, TX 75206
Tel: (214) 763-3089
Email: WilliamP@Rossini-law.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Karen Mynar, authorized officer/member.
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/VLUKN6Y/KL_Ag_Group_LLC__txnbke-20-32930__0002.0.pdf?mcid=tGE4TAMA
A copy of the petition containing, among other items, a list of the
Debtor's 20 largest unsecured creditors is available for free at
PacerMonitor at:
https://www.pacermonitor.com/view/GYBZQPA/KL_Ag_Group_LLC__txnbke-20-32930__0001.0.pdf?mcid=tGE4TAMA
K&W CAFETERIAS: Finds Buyers for Its Lake Norman Residential Assets
-------------------------------------------------------------------
Richard Craver, writing for Winston-Salem Journal, reports that K&W
Cafeterias Inc. said in a bankruptcy filing Wednesday, November 25,
2020, it has found separate buyers for a 3,621-square-foot
lakefront home and a residential lot in the Lake Norman area.
K&W, a staple of Southern comfort foods for 83 years, filed for
bankruptcy protection Sept. 2, 2020 as the latest step in a
corporate downsizing that began before the COVID-19 pandemic.
The Cornelius properties were listed in a Sept. 20, 2020 filing as
assets in the Winston-Salem company's Chapter 11 bankruptcy case.
The lakefront home at 20703 Pointe Regatta Drive was listed as
valued at $1.4 million. The potential buyer, identified at Cottons
Cove LLC and owned by David Baker, is offering $1.3 million.
Wednesday's filing said Baker has no connection with K&W or company
insiders.
The lakefront home was built in 1990, according to the Mecklenburg
County Register of Reeds website. It has four bedrooms with three
full and two half bathrooms.
The home's property tax value has climbed from $684,000 in January
2003 to $1.11 million in January 2019.
The lot at 20221 Sloop Court was listed as valued at $175,000.
Desyers LLC, with Sharon Meyers listed as owner, is offering
$170,000. Meyers also has no connection to K&W or company
insiders.
The property tax value of the lot has increased from $94,000 in
January 2003 to $154,000 in January 2019.
"The debtor owns certain real property, which is not essential to
the operation of the debtor's business, the marketing and sale of
which would be in the best interest of creditors," according to the
Sept. 20 filing.
K&W president Dax Allred said the two properties are listed as
"real estate investments."
"More specifically, K&W invested in the Cornelius real estate in
the late 1980s and went on to develop the waterfront community,
Pointe Regatta."
"Fortunately, those investments have performed well over the
years," Allred said. "K&W is now selling certain assets as we work
to restructure our debt and pay down creditors."
Allred did not respond when asked if the lakefront home was used
for corporate functions or by executives or employees.
Assets Sales
The initial K&W bankruptcy filing listed assets of more than $30
million. The company has liabilities of more than $22 million, of
which $12.56 million is with creditors holding secured claims on
property, and the rest unsecured claims. It has between 100 and 199
creditors.
K&W listed having about 1,400 employees on Sept. 2, 2020. According
to an Oct. 9, 2020 filing, K&W has 323 full-time and 516 part-time
employees.
On Nov. 2, 2020 federal Bankruptcy Court Judge Benjamin Kahn
approved allowing K&W to sell its assets, including its remaining
18 restaurants.
Kahn has approved K&W's request for an unidentified stalking horse
bidder and a hearing on a potential stalking horse agreement for
Dec. 9, 2020. He also has approved a Dec. 11, 2020 auction in
Chapel Hill, if necessary, and a Dec. 16, 2020 sale hearing.
Stalking horse is the term used to describe a bidder who sets a
minimum price for the assets. Companies hope that other bidders
will then emerge with higher offers.
The debt owed to Truist Financial Corp. includes a $6.73 million
Paycheck Protection Plan loan and a $10.95 million lien claim on
accounts, inventory, equipment, parts and general intangibles.
Truist has referred to bankruptcy filings when asked for comment
about the K&W bankruptcy and its financial exposure.
Truist's loans to K&W would be paid back at the close of the assets
sale, including the remaining amounts of the Allred Investment and
DGV loans.
The PPP loan to K&W was one of the largest granted to a North
Carolina business. The U.S. Treasury Department listed the top PPP
loan range at between $5 million and $10 million.
About K&W Cafeterias Inc.
K&W Cafeterias, Inc., a company based in Winston Salem, N.C., filed
a Chapter 11 petition (Bankr. M.D.N.C. Case No. 20-50674) on Sept.
2, 2020. Judge Benjamin A. Kahn presides over the case.
In the petition signed by Dax C. Allred, president, the Debtor
disclosed $30,085,274 in assets and $22,189,229 in liabilities.
The Debtor tapped Northen Blue, LLP as its bankruptcy counsel, and
Bell Davis & Pitt P.A. and Constangy Brooks Smith & Prophete LLP as
its special counsel.
William Miller, U.S. bankruptcy administrator, appointed a
committee to represent unsecured creditors in Debtor's Chapter 11
case. The committee is represented by Waldrep Wall Babcock &
Bailey, PLLC.
KIP AND ANDREA: Must Turn Over $40,000 Insurance Proceeds to Rabo
-----------------------------------------------------------------
On July 20, 2020, Rabo AgriFinance LLC filed a Motion to Compel
Turnover of insurance proceeds Farm Bureau Property & Casualty
Insurance Company issued to Debtor, Kip and Andrea Richards and
Rabo. Farm Bureau issued a $40,000 check to the payees after Kip
and Andrea Richards submitted a claim alleging an MX 285 tractor
was stolen. Kip and Andrea Richards opposed the motion. Upon
analysis, Bankruptcy Judge Shon Hastings granted Rabo's motion to
compel turnover.
In February 2020, Kip and Andrea Richards notified the Court that
three items of equipment at issue were stolen, including the MX 285
tractor. Prior to this report, Kip and Andrea Richards obtained a
casualty policy from Farm Bureau for the period of July 28, 2019,
to July 28, 2020, to cover loss on certain vehicles and equipment,
including the 2005 MX 285 tractor. Kip and Andrea Richards paid all
the premiums on the policy during this coverage period. They began
paying for casualty insurance on the tractor and other pieces of
equipment in April 2018. Prior to April 2018, Debtor paid the
insurance premiums. "Kip Richards used the 2005 MX 285 during the
policy period to earn money as contract labor."
Kip and/or Andrea Richards filed a claim with Farm Bureau seeking
insurance proceeds as the result of the stolen MX 285 tractor. On
June 10, 2020, Farm Bureau issued a check in the amount of $40,000
for the stolen MX 285 tractor. Payees on the check include Debtor,
Kip and Andrea Richards and Rabo. The insurance policy does not
list a loss payee for the MX 285 tractor. Named insureds on the
policy include: Kip Richards, Andrea Richards, Kip and Andrea
Richards Family Farm, Starla L Richards and Larry L Richards. Rabo
demanded that Kip and Andrea Richards turnover the insurance
proceeds. Upon receipt of the demand, Kip and Andrea Richards
initiated a declaratory relief action in state court. Rabo sought
to reopen this bankruptcy case and filed a motion to compel
turnover of the insurance proceeds. The Court granted the Motion to
Reopen and advised the parties that it would hear Rabo's Motion to
Compel.
In one of the Debtor's arguments, they contend that Rabo has no
valid claim to Debtor's interest in insurance proceeds because the
insurance policy was obtained in June 2019, years after plan
confirmation. Consequently, the Richards maintain the proceeds are
not property of the estate and not part of the obligations of the
confirmed Chapter 11 plan. They claim that the $40,000 insurance
payment is proceeds from a contract purchased after confirmation,
not proceeds from the sale or liquidation of assets under the
confirmed plan. As the parties who obtained the insurance during
the policy period, Kip and Andrea Richards claim they are entitled
to the insurance proceeds.
The Court was not persuaded by the Richards' argument. The right to
the $40,000 insurance payment proceeds is not dictated by who paid
the premiums for the insurance policy or the post-confirmation
policy period. The outcome is determined by who was named as an
insured under the policy and who held an insurable interest. The
answer to both questions is Debtor. It holds the superior claim to
the insurance proceeds. Rabo concedes that it is not named as a
loss payee or insured under the Farm Bureau insurance policy.
Despite these facts, Rabo asserts that it has an insurable interest
in the tractor arising from the Writ of Execution. Specifically, it
argues that, by virtue of the Writ of Execution, it held an
interest in the tractor of such a nature that "a contemplated peril
might directly damnify the insured." The parties agreed that, if
the Writ was properly executed, it created a lien on the machinery
and equipment, including the MX 285 tractor. A lien, without more,
does not create an insurable interest entitling Rabo to be directly
compensated for the loss of the tractor. In other words, the Writ
of Execution did not grant Rabo the right to make a direct claim
for insurance proceeds or require Farm Bureau to issue the check
for insurance proceeds directly to Rabo. Rather, Rabo's rights
under the Writ of Execution are derived from Debtor's interest in
the insurance proceeds. Likewise, the harm it suffers as a result
of the stolen tractor arises from Debtor's failure to pay its debt
to Rabo and its failure to liquate or turn over the tractor so Rabo
could sell it and apply the proceeds to Debtor's debt. Rabo does
not hold an insurable interest in the MX 285 tractor. Even if Rabo
satisfies the criteria for insurable interest under Nebraska law,
its interest is subordinate to and dependent on Debtor's interest.
The Debtor owned the MX 285 tractor at the time it was stolen, and
the Debtor is named as an insured under the insurance contract. It
holds an insurable interest in the tractor superior to other named
insureds.
The Court declined to search for an equitable remedy for Kip and
Andrea Richards, who used the MX 285 tractor despite Court orders
to turn it over and who were on notice of Court findings that
Debtor owned the MX 285 tractor when they paid the insurance
premiums. On the other hand, the Court found that the equities of
this case favor Rabo. In the confirmed plan, the parties
contemplated sale or liquidation of assets including the MX 285
tractor. Although the confirmed plan did not specifically require
the Debtor to turnover insurance proceeds, the Court found that the
Debtor's repeated refusal to comply with the terms of the plan and
Court orders to turn over the MX 285 tractor and other machinery
and equipment warrants an equitable remedy in favor of Rabo. To
avoid further delay or risk of noncompliance, the Court ordered Kip
and Andrea Richards and Debtor to endorse the Farm Bureau check and
deliver it to Rabo.
In sum, the Court granted Rabo's Motion to Compel Turnover of the
$40,000 insurance proceeds. Kip and Andrea Richards and Debtor are
ordered to endorse the Farm Bureau check and deliver it to Rabo.
The bankruptcy case is in re: KIP AND ANDREA RICHARDS FAMILY, FARM
& RANCH, LLC, Chapter 11 Debtor, Case No. BK15-40070 (Bankr. D.
Neb.).
A copy of the Court's Order dated Nov. 5, 2020 is available at
https://bit.ly/3eNEF93 from Leagle.com.
About Kip and Andrea Richards Family Farm
Headquartered in Hayes Center, Nebraska, Kip and Andrea Richards
Family Farm & Ranch, LLC, dba Richards Farm & Ranch, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Neb. Case No. 15-40070)
on Jan. 21, 2015. In the signed by Kip L. Richards, manager, the
Debtor estimated its assets at between $10 million and $50 million
and its debts at between $1 million and $10 million. Judge Shon
Hastings presides over the case. William L. Biggs, Jr., Esq., and
Frederick D. Stehlik, Esq., at Gross & Welch, served as the
Debtors' bankruptcy counsel.
The Bankruptcy Court confirmed the Debtor's Third Amended Plan of
Reorganization with Addendum on Feb. 27, 2017.
LCF LABS: Gets OK to Hire Weiland Golden as Legal Counsel
---------------------------------------------------------
LCF Labs, Inc. received approval from the U.S. Bankruptcy Court for
the Central District of California to employ Weiland Golden
Goodrich, LLP as its legal counsel.
The firm will provide these services:
1. advise the Debtor with respect to the requirements and
provisions of the Bankruptcy Code, Federal Rules of Bankruptcy
Procedure, Local Bankruptcy Rules, U.S. Trustee Guidelines and
other applicable requirements which may affect the Debtor;
2. assist the Debtor in preparing and filing amended schedules
and statement of financial affairs (to the extent necessary),
complying with and fulfilling U.S. Trustee requirements, and
preparing other documents;
3. assist the Debtor in negotiations with creditors and other
parties;
4. assist the Debtor in the preparation of a Chapter 11 plan
of reorganization;
5. advise the Debtor concerning the rights and remedies of the
estate and of the Debtor in regard to adversary proceedings, which
may be removed to, or initiated in, the bankruptcy court;
6. prepare legal papers;
7. represent the Debtor in any action where the rights of the
estate or the Debtor may be litigated and affected; and
8. provide other legal services in connection with the
Debtor's Chapter 11 case.
The firm's hourly rates range from $250 to $750. The attorneys who
will be handling the case are:
Jeffrey I. Golden $750 per hour
Beth E. Gaschen $550 per hour
Ryan W. Beall $45 per hour
Jeffrey Golden, Esq., a partner at Weiland Golden, disclosed in a
court filing that his firm neither holds nor represents any
interest adverse to the Debtor's estate, creditors or equity
security holders.
Weiland Golden can be reached through:
Jeffrey I. Golden, Esq.
Beth E. Gaschen, Esq.
Weiland Golden Goodrich LLP
650 Town Center Drive, Suite 950
Costa Mesa, CA 92626
Tel: 714-966-1000
Fax: 714-966-1002
Email: jgolden@wgllp.com
bgaschen@wgllp.com
About LCF Labs
Ontario, Calif.-based LCF Labs Inc. filed a Chapter 11 petition
(Bankr. C.D. Calif. Case No. 20-14295) on June 22, 2020. LCF Labs
CEO Qusay Al Qaza signed the petition. In its petition, the Debtor
was estimated to have $1 million to $10 million in assets.
Judge Mark S. Wallace oversees the case. The Law Offices Of Neil
C. Evans, serves as the Debtor's bankruptcy counsel.
LDG001 LLC: Gets Court OK to Hire Joyce W. Lindauer as Counsel
--------------------------------------------------------------
LDG001, LLC received approval from the U.S. Bankruptcy Court for
the Northern District of Texas to hire Joyce W. Lindauer Attorney,
PLLC as its legal counsel.
The firm will assist the Debtor in the preparation of a plan of
reorganization and will provide other legal services in connection
with its Chapter 11 case.
The hourly rates charged by the firm's attorneys and
paraprofessionals are:
Joyce W. Lindauer $395
Kerry S. Alleyne $250
Guy H. Holman $205
Dian Gwinnup $125
Paralegals and Legal Assistants $65 to $125
The firm received a retainer of $11,717, which included the filing
fee of $1,717.
Joyce Lindauer, Esq., the firm's owner, disclosed in court filings
that her firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Joyce W. Lindauer, Esq.
Kerry S. Alleyne, Esq.
Guy H. Holman, Esq.
Joyce W. Lindauer Attorney, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Telephone: (972) 503-4033
Facsimile: (972) 503-4034
Email: joyce@joycelindauer.com
About LDG001 LLC
LDG001, LLC is a single asset real estate debtor (as defined in 11
U.S.C. Section 101(51B)).
On Oct. 5, 2020, LDG001 filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Court (Bankr. N.D. Tex. Case No.
20-43110). LDG001 President Tim Barton signed the petition.
At the time of filing, the Debtor estimated $1 million to $10
million in both assets and liabilities.
Judge Mark X. Mullin oversees the case. Joyce W. Lindauer
Attorney, PLLC serves as the Debtor's legal counsel.
LE TOTE: $12 Million Sale of Asset to Saadia Closes After Dispute
-----------------------------------------------------------------
Leslie A. Pappas of Bloomberg Law reports that New York investment
firm Saadia Group LLC has completed its $12 million purchase of
bankrupt Lord & Taylor LLC and parent Le Tote Inc.'s e-commerce
assets, overcoming a last-minute dispute that almost upended the
deal. Le Tote and Saadia resolved their issues and the deal closed
at around 10 a.m. Monday, Le Tote's attorney, David L. Eaton of
Kirkland & Ellis, told Bloomberg Law. The dispute arose after
Saadia said it learned that some of the assets it bought were owned
or controlled by other vendors.
About Le Tote Inc.
Le Tote, Inc. and its affiliates operate both an online,
subscription-based clothing rental service and a full-service
fashion retailer with 38 brick-and-mortar locations and a robust
e-commerce platform. In response to the COVID-19 pandemic, Le Tote
temporarily closed all retail locations in March 2020, although
they continue to operate the Le Tote and Lord & Taylor websites.
Le Tote and its affiliates sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 20-33332) on
Aug. 2, 2020. At the time of the filing, Debtors disclosed assets
of between $100 million and $500 million and liabilities of the
same range.
Debtors have tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as their legal counsel, Kutak Rock LLP as local
counsel, Berkeley Research LLC as financial advisor, and Nfluence
Partners as investment banker. Stretto is the notice, claims and
balloting agent and administrative advisor.
LILIS ENERGY: Expects to Exit Bankruptcy by December 1
------------------------------------------------------
Lilis Energy, Inc. (OTC: LLEXQ), an exploration and development
company operating in the Permian Basin of West Texas and
Southeastern New Mexico, announced that the United States
Bankruptcy Court for the Southern District of Texas, Houston
Division (the "Bankruptcy Court") entered an order on November 17,
2020, among other things, confirming the Modified Debtors’ First
Amended Joint Liquidating Chapter 11 Plan (the "Plan") which
received the overwhelming support of all creditors.
The Company expects that the effective date of the Plan ( the
"Effective Date") will be on or around December 1, 2020, assuming
that all conditions precedent to the Plan’s effectiveness are
satisfied or waived on or prior to such date, including the closing
of the sale of substantially all of the assets of the Company and
its subsidiaries pursuant to a previously disclosed Bankruptcy
Court-approved purchase and sale agreement (the "Sale"). All
proceeds from the Sale not distributed on the Effective Date
pursuant to the Plan, and any miscellaneous assets not sold
pursuant to the purchase and sale agreement or otherwise provided
for in the Plan will be contributed to a liquidation trust pursuant
to the Plan.
Under the Plan, the Company's notes, instruments, certificates,
credit agreements, indentures and other documents evidencing
creditor claims or equity interests, including all outstanding
shares of common and preferred stock of the Company, will be
cancelled as of the Effective Date. Each of the Company and its
subsidiaries will be dissolved and cease to exist on the Effective
Date. The Plan provides for, among other things, the distribution
of the proceeds from the Sale, a global settlement between and
among the Company and its key economic stakeholders, and $786,750
of cash to fund recoveries for general unsecured creditors.
Information regarding the Chapter 11 process is available for free
on the website maintained by Stretto, located at
https://cases.stretto.com/LilisEnergy or by calling (855) 364-4639
(Toll-Free) or (949) 266-6357 (Local).
Vinson & Elkins LLP is serving as legal advisor to the Company,
Barclays Capital is serving as investment banker for the Company,
and Opportune LLP is serving as restructuring advisor to the
Company.
About Lilis Energy
Lilis Energy, Inc. -- https://www.lilisenergy.com/ -- is a
publicly-traded, independent oil and natural gas company focused on
the exploration, development, production, and acquisition of crude
oil, natural gas, and natural gas liquids. Headquartered in Fort
Worth, Texas, Lilis is a pure play Permian Basin company with
focused operations in the Delaware Basin.
Lilis Energy and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-33274) on
June 28, 2020. As of Dec. 31, 2019, the Debtors had total assets of
$258.6 million and total liabilities of $251.2 million.
Judge David R. Jones oversees the cases.
The Debtors tapped Vinson & Elkins, LLP as legal counsel; Barclays
Capital, Inc., as investment banker and financial advisor; BDO, USA
LLP as accountant and tax advisor; and Stretto as notice, claims
and solicitation agent.
LIVEXLIVE MEDIA: Names Former Scientific Games Executive as CFO
---------------------------------------------------------------
Michael Quartieri has been named as LiveXLive Media's new chief
financial officer, effective Nov. 30, 2020. Mr. Quartieri replaces
interim CFO Jerry Gold, who will continue in his current role as
the Company's chief strategy officer and a member of the Company's
Board of Directors.
Mr. Quartieri spent the past five years as executive vice president
and chief financial officer at Scientific Games, a $3.4 billion
world leader in entertainment offering dynamic games, systems and
services for casino, lottery, social gaming, online gaming and
sports betting. He managed over $700 million in acquisitions and
in 2019, he spearheaded the successful $324 million IPO of the
company's subsidiary, SciPlay Corp. During his time at Scientific
Games, revenue grew to approximately $3.4 billion and a market
capitalization of approximately $2.5 billion at calendar year-end
2019. Starting in 2006, Mr. Quartieri spent nine years with Las
Vegas Sands Corp. ending his tenure as senior vice president, chief
accounting officer and global controller. During his time at Las
Vegas Sands, revenue grew from $2.24 billion to $11.69 billion and
the market capitalization grew to $36.4 billion. Previously he
spent 13 years at Deloitte & Touche, rising to the position of
Director of Audit and Assurance Services, specializing in gaming
and hospitality. Mr. Quartieri holds a Master of Accounting and a
Bachelor of Science in Accounting from the University of Southern
California and is a Certified Public Accountant.
Mr. Quartieri commented, "After an extensive review of LiveXLive,
its product offerings and current positioning within the
livestream, on-demand audio, video and podcast sectors, I believe
the critical pieces are in place to build the Company into a
significant enterprise. I am particularly excited about working
with the Company's highly accomplished and experienced management
team."
LiveXLive CEO and Chairman, Robert Ellin, stated, "Mike brings an
exceptional track record to LiveXLive and is a renowned and highly
respected executive within the gaming and entertainment industry as
well as among institutional investors and analysts. His broad
business acumen in operations, mergers and acquisitions,
international business, capital formation, and investor relations
will be a great asset to our management team."
In connection with Mr. Quartieri's appointment, on the Effective
Date, the Company entered into an employment agreement with Mr.
Quartieri for a term of two years at an annual salary of $400,000.
Mr. Quartieri is also eligible to earn an annual fiscal year cash
performance bonus for each whole or partial fiscal year of his
employment period with the Company in accordance with the Company's
annual bonus plan applicable to the Company's senior executive.
Mr. Quartieri's "target" performance bonus will be 100% of his
average annualized base salary during the fiscal year for which the
performance bonus is earned. Mr. Quartieri was also granted
500,000 restricted stock units.
About LiveXLive Media
Headquartered in West Hollywood, CA, LiveXLive --
http://www.livexlive.com-- is a global digital media company
focused on live entertainment. The Company operates LiveXLive, a
live music video streaming platform; and Slacker Radio, a streaming
music pioneer; and also produces original music-related content.
LiveXLive is at 'live social music network', delivering premium
livestreams, digital audio and on-demand music experiences from the
world's top music festivals and concerts, including Rock in Rio,
EDC Las Vegas, Hangout Music Festival, and many more. LiveXLive
also gives audiences access to premium original content, artist
exclusives and industry interviews. Through its owned and operated
Internet radio service, Slacker Radio (www.slacker.com), LiveXLive
delivers its users access to millions of songs and hundreds of
expert-curated stations.
LiveXLive reported a net loss of $38.93 million for the year ended
March 31, 2020, compared to a net loss of $37.76 million for the
year ended March 31, 2019. As of June 30, 2020, the Company had
$57.63 million in total assets, $68.94 million in total
liabilities, and a total stockholders' deficit of $11.32 million.
As of Sept. 30, 2020, the Company had $81.01 million in total
assets, $67.81 million in total liabilities, and $13.20 million in
total stockholders' equity.
BDO USA, LLP, in Los Angeles, California, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated June 26, 2020, citing that the Company has suffered recurring
losses from operations, negative cash flows from operating
activities and has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern. In
addition, the COVID-19 pandemic could have a material adverse
impact on the Company's results of operations, cash flows and
liquidity.
LOCATE 1 PLUS: Seeks Approval to Hire Bankruptcy Attorney
---------------------------------------------------------
Locate 1 Plus, Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Texas to hire Gary Lyon, Esq., an
attorney practicing in McKinney, Texas, to handle its Chapter 11
case.
The Debtor requires Mr. Lyon to:
(a) advise the Debtor with regard to its powers, duties and
responsibilities;
(b) prepare legal papers;
(c) prepare a plan of reorganization and other services
incident thereto;
(d) investigate and prosecute preference and fraudulent
transfers actions arising under the avoidance powers of the
Bankruptcy Code; and
(e) perform all other legal services for the Debtor.
The normal hourly billing rate of Mr. Lyon is $400. The rate for
the paralegal work is $75 per hour.
Mr. Lyon does not represent an interest adverse to either the
Debtor or the estate, according to a court filing.
The attorney holds office at:
Gary G. Lyon, Esq.
6401 W. Eldorado Parkway, Suite 234
McKinney, TX 75070
Telephone: (214) 620-2034
Facsimile: (469) 521-7219
E-mail: glyon.attorney@gmail.com
About Locate 1 Plus, Inc.
Dallas, Texas-based Locate 1 Plus, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No.
20-42237) on November 2, 2020. Walter Stock, the company's
president, signed the petition.
At the time of the filing, Debtor had estimated assets of between
$100,001 and $500,000 and liabilities of the same range.
Bailey and Lyon, Attorneys at Law is Debtor's legal counsel.
MAD RIVER: Committee Seeks to Hire Buchalter as Bankruptcy Counsel
------------------------------------------------------------------
The official committee of creditors holding unsecured claims of Mad
River Estates, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of California to hire Buchalter, a
Professional Corporation as its bankruptcy counsel.
The committee requires the firm to:
a. advise and consult with the committee concerning its rights
and remedies with regard to property of the estate;
b. appear before the court;
c. take all necessary steps in other matters involving or
connected with the affairs of the estate;
d. prepare legal papers;
e. perform all other legal services for the committee.
The firm's hourly rates currently range from $275 for the most
junior associates to $895 for certain of the more senior partners.
The Debtor has agreed to pay the firm a post-petition retainer not
to exceed $25,000.
Buchalter does not hold any interest adverse to the Debtor or its
estate and is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code, according to a court
filing.
The firm can be reached through:
Valerie Bantner Peo, Esq.
Buchalter, a Professional Corporation
55 Second Street, Suite 1700
San Francisco, CA 94105-3493
Telephone: (415) 227-3533
Facsimile: (415) 227-0770
Email: vbantnerpeo@buchalter.com
About Mad River Estates LLC
Mad River Estates, LLC is a Korbel, Calif.-based company engaged in
activities related to real estate.
Mad River Estates sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Cal. Case No. 20-10470) on Aug. 14,
2020. Dean Bornstein, the company's manager, signed the petition.
At the time of the filing, Debtor had estimated assets of between
$1 million to $10 million and liabilities of the same range.
Paul A. Beck, APC is Debtor's legal counsel.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors in Debtor's Chapter 11 case. The committee is
represented by Buchalter, a Professional Corporation.
MLAC CASTLE ATLANTA: Gets Approval to Hire Ten-X Inc. as Auctioneer
-------------------------------------------------------------------
The MLAC Atlanta Castle, LLC received approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Ten-X, Inc. to market and hold an auction for its real property
located at 87 15th St. NE, Atlanta.
Ten-X will be compensated through a buyer's premium of 5 percent of
the winning bid price.
Ten-X does not represent interests adverse to the Debtor, the
bankruptcy estate and creditors, and is a disinterested person as
defined in Section 101(14) of the Bankruptcy Code, according to
court filings.
The auctioneer can be reached through:
Joshua Jacob
Ten-X, Inc.
15295 Alton Parkway
Irvine, CA 92618
Phone: (888) 952-6393
About The MLAC Castle Atlanta
The MLAC Castle Atlanta, LLC filed a Chapter 11 petition (Bankr.
N.D. Ga. Case No. 19-68220) on Nov. 12, 2019. It is a single asset
real estate debtor as defined in 11 U.S.C. Section 101(51B). Bryan
Latham, manager, signed the petition.
At the time of the filing, the Debtor disclosed assets of between
$1 million and $10 million and liabilities of the same range.
Judge James R. Sacca oversees the case. The Law Office of Scott B.
Riddle, LLC serves as the Debtor's legal counsel.
MONITRONICS INTERNATIONAL: S&P Affirms 'B-' ICR; Outlook Negative
-----------------------------------------------------------------
S&P Global Ratings affirmed all of its ratings on Farmers Branch,
T.X.-based U.S. alarm monitoring company Monitronics International
Inc. (doing business as Brinks Home Security), including its 'B-'
issuer credit rating, on Monitronics.
Monitronics will be challenged to profitability grow its subscriber
base or reverse negative FOCF trends to improve its longer-term
liquidity position amid intense competition and mature market
conditions in the U.S. security monitoring industry.
S&P said, "We expect pricing pressure from competitors to continue
as technology advancements limit product and service
differentiation. As evidenced by the recent loss of its exclusive
Nest device partnership and Google's announced investment with U.S.
alarm monitoring industry market leader ADT Inc., exclusive
partnerships are likely a thing of the past. Scaled industry
participants that have invested in user experience, cost-effective
sales and marketing, and technical infrastructure to integrate and
monitor a broad range of smart security devices will prosper over
the next two to three years. Partnerships, collaborations, merger
and acquisitions, and new product launches are just some ways to
execute on this strategy. Moreover, we believe competitors who
provide scalable options for users and remain flexible across types
of living spaces will benefit from longer customer lifetime value
and higher average revenue per user through system upgrades."
"While Monitronics continues to leverage the experience of its
exclusive Nest partnership to broaden its capabilities and pursue
bulk purchases such as the recent Protect America transaction, we
believe it will continue to face pressure on recurring monthly
revenue (RMR) generation, attrition, and cost management as it
competes against larger, well-capitalized peers such as ADT and APX
Group Holdings Inc., which could lead to persistent free cash flow
deficits and severely weaken its liquidity position. However,
Monitronics benefits from its national operating scale and an
established base of more than 915,000 subscribers."
"Although Monitronics had $12.8 million of cash balances and $120.9
million of revolver availability as of third quarter, we view its
liquidity as less than adequate to support its longer-term growth
needs."
"We project that cash sources will exceed uses by more than 1.9x
over the next year, though liquidity could decline if the company
struggles to improve its headroom under its
senior-secured-debt-to-RMR financial maintenance covenant of 30x.
As of Sept. 30, 2020, Monitronics had headroom of 12% but, we
expect the headroom to decline 100-200 basis points over the next
few quarters. Additionally, the company has a $25 million minimum
liquidity financial maintenance covenant and total leverage ratio
(stepping down to 4.25x on January 1, 2021 and 4.0x on January 1,
2022) financial maintenance covenants."
Monitronics does not have any significant near-term maturities; it
has only small debt amortizations due within the next three years.
Still, S&P believes longer-term liquidity could weaken if the
company cannot improve FOCF trends. Additionally, Monitronics has
significant debt, and it will face difficulty issuing additional
debt financing given its recent bankruptcy filing and low debt
trading prices.
Better-than-expected third-quarter operating performance reversed
previous trends, providing encouraging momentum.
The company generated revenue growth of 8.6% in the third quarter,
reversing the quarterly trend of mid-single-digit revenue declines
since the company's emergence from bankruptcy. S&P attributes
Monitronics' good performance to the prioritization of its
subscriber retention initiatives through the COVID-19 pandemic as
evidenced by the pause in price increases to support customers who
may face economic hardships. This led to a substantial improvement
in unit attrition rates of 15.4% for the trailing 12-month (TTM)
period ended Sept. 30, 2020, down from 17.3% in the prior-year
period.
S&P said, "Additionally, we believe the company benefited from the
contributions of the 113,013 acquired Protect America subscribers,
through modest upfront cash payments and attrition risk sharing
earn-out model. Although revenues declined 2.5% on a TTM basis
ended Sept. 30, 2020, to $500.2 million, the company stemmed EBITDA
erosion through cost-cutting measures and generated $224.8 million
in S&P Global Ratings-adjusted EBITDA. Management estimates its
cost-reduction efforts will provide more than $19 million for 2020.
We expect Monitronics to grow revenue 1.6% in 2020 and 1.4% in 2021
by improving RMR generation through reinstating price increases for
certain customers. Finally, we believe the lower subscriber
acquisition spend could result in modest FOCF generation of $15
million to $20 million over the next 12 months."
However, lower average RMR of $40.81 from the Protect America
subscribers and lower production in the dealer channel, which
typically has higher equipment subsidizations, have contributed to
RMR declining to $43.74 as of September 2020, from $45.29 as of
Sept. 30, 2019. As a result, RMR attrition increased to 17.7% as of
Sept. 30, 2020, from 17.3% in the prior year. Additionally, a new
go-to-market strategy targeting the higher RMR smart home
automation services upmarket will likely support growth. S&P
anticipates some EBITDA margin compression over the next 12 months
as Monitronics increases its investments in diversifying its
subscriber channels and service and retains its customers with
older 2G/3G security devices through their radio conversion
process.
S&P said, "The negative outlook reflects the potential that we
could lower our ratings over the next six to 12 months if
Monitronics' recent positive business momentum reverses and its
liquidity cushion deteriorates. The outlook incorporates the
uncertainty regarding the company's ability to leverage its large
operating and subscriber scales to increase its revenue and expand
free cash flow generation such that it can grow into its capital
structure and improve its credit measures."
S&P could lower the rating over the next six to 12 months if it
believes the capital structure is no longer sustainable and there
is an increasing likelihood of a distressed restructuring or
covenant breach. This could occur if Monitronics experiences:
-- Less than 10% cushion across any of its financial covenants;
-- A substantial liquidity contraction;
-- An inability to improve RMR attrition levels; or
-- Relatively low FOCF stemming from weaker-than-expected
operating performance or greater-than-expected business investments
or customer acquisition spending.
S&P could revise the outlook to stable if Monitronics outperforms
the rating agency's base-case assumptions. This includes RMR
attrition rates improving such that the company would maintain
ample covenant cushion of over 15% while maintaining ample cushion
against the total net leverage and minimum liquidity covenants, as
well as supportive FOCF to debt over S&P's two- to three-year
forecast period.
MONTICELLO HORIZON: Opposes Bid to Appoint Ch. 11 Trustee
---------------------------------------------------------
Debtor Monticello Horizon Legacy, LLC, asks the U.S. Bankruptcy
Court for the S.D. of New York to deny the motion filed by
Wilmington Trust, National Association, which seeks to appoint a
chapter 11 trustee.
The Debtor's attorney, Michelle L. Trie, Esq. at Genova & Malin
LLP, said that the Debtor is still well within the time frame of
formulating and filing its Chapter 11 Plan, especially given the
economic and healthy climate in the country due to the pandemic.
Ms. Trie also argued that the operations of the Debtor do not lend
itself to the appointment of a chapter 11 trustee. The Debtor has
and continues to fully disclose its financial situation and
condition to the United States Trustee and to the Court. Hence,
there are no facts or circumstances that would employ the
extraordinary relief of appointing a Chapter 11 Trustee in the
case.
Wilmington Trust, as trustee, asserts claims against the Debtor on
account of loans secured by twenty-one parcels of residential real
property located in Sullivan County, New York. In February, 2020,
with the onset of the Covid-19 pandemic, the Debtor defaulted on
the loan payments to Wilmington. A UCC-1 sale of the LLC interest
was scheduled by the Debtor but the Debtor sought bankruptcy
protection.
A copy of the Debtor's Memorandum of Law is available at
https://bit.ly/3ld0vnU from PacerMonitor.com.
About Monticello Horizon Legacy
Monticello Horizon Legacy, LLC, based in South Fallsburg, NY, filed
a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-35665) on June
24, 2020. In the petition signed by Esther Loeffler, managing
member, the Debtor was estimated to have $1 million to $10 million
in both assets and liabilities. The Hon. Cecelia G. Morris
oversees the case. Michelle Trier, Esq., at Genova & Malin, serves
as bankruptcy counsel.
NANO MAGIC: Has $111,000 Net Loss for the Quarter Ended Sept. 30
----------------------------------------------------------------
Nano Magic Inc. filed its quarterly report on Form 10-Q, disclosing
a net loss of $110,610 on $1,100,847 of total revenues for the
three months ended Sept. 30, 2020, compared to a net loss of
$265,580 on $505,343 of total revenues for the same period in
2019.
At Sept. 30, 2020, the Company had total assets of $4,265,688,
total liabilities of $2,952,108, and $1,313,580 in total
stockholders' equity.
Nano Magic said, "The Company had losses from operations and net
cash used by operations of US$1,031,083 and US$878,668,
respectively, for the year ended December 31, 2019. Furthermore,
at September 30, 2020, the Company had an accumulated deficit of
US$8,460,248. These factors raise substantial doubt about the
Company's ability to continue as a going concern within one year
after the date that the financial statements are issued.
Management cannot provide assurance that the Company will
ultimately achieve profitable operations or become cash flow
positive, or raise additional debt and/or equity capital. During
2018 management took measures to reduce operating expenses. During
2019 and the first three quarters of 2020, management closely
monitored costs. In addition, the Company raised equity capital in
2018, 2019 and 2020. These unaudited consolidated financial
statements do not include any adjustments related to the
recoverability and classification of assets or the amounts and
classification of liabilities that might be necessary should the
Company be unable to continue as a going concern."
A copy of the Form 10-Q is available at:
https://bit.ly/2KwPjGc
Nano Magic Inc. develops and commercializes advanced-performance
products enabled by nanotechnology. The Company unites staff and
resources in nanotechnology research and development and product
commercialization. The Company is based in Bloomfield Hills,
Michigan.
NATIONAL CINEMEDIA: Says Substantial Going Concern Doubt Exists
---------------------------------------------------------------
National CineMedia, Inc. filed its quarterly report on Form 10-Q,
disclosing a consolidated net loss of $31 million on $6 million of
revenue for the three months ended Sept. 24, 2020, compared to a
consolidated net income of $23 million on $111 million of revenue
for the same period ended Sept. 26, 2019.
At Sept. 24, 2020, the Company had total assets of $1,098 million,
total liabilities of $1,308 million, and $210 million in total
deficit.
The Company said, "Based on the Company's current financial
position and liquidity sources, including current cash balances,
and forecasted future cash flows, management believes the Company
can meet its obligations as they become due, including all interest
and debt service payments within one year following the date that
these financial statements are issued. However, the Company does
not expect to meet certain of its financial covenants within one
year following the date that these financial statements are issued.
If any of these financial covenants are not met, a majority of the
lenders of the Senior Secured Credit Facility are permitted under
the agreement to accelerate the debt which could also result in a
cross-default under NCM LLC's senior notes. Considering current
liquidity sources, the Company would not be able to repay the
Company's total outstanding debt balance. These conditions and
events raise substantial doubt about the Company's ability to
continue as a going concern. In light of this, the Company is
actively pursuing with its administrative agent and expects to
obtain an amendment to its Senior Secured Credit Facility to extend
a waiver of its financial covenants through at least one year
following the date that these financial statements are issued.
Management expects the amendment to be approved during the next
several months, however there can be no assurance that the Company
will be successful in obtaining the amendment. As long as an
amendment has not been obtained, management's plan cannot be
considered probable and thus does not alleviate the substantial
doubt about the Company's ability to continue as a going concern."
A copy of the Form 10-Q is available at:
https://bit.ly/370hC7o
National CineMedia, Inc. ("NCM, Inc.") was incorporated in Delaware
as a holding company with the sole purpose of becoming a member and
sole manager of National CineMedia, LLC ("NCM LLC"), a limited
liability company. The Company operates the largest cinema
advertising network reaching movie audiences in the U.S., allowing
NCM LLC to sell advertising under long-term exhibitor services
agreements ("ESAs") with the founding members and certain
third-party theater circuits, referred to in this document as
"network affiliates" under long-term network affiliate agreements.
The Company is headquartered in Centennial, Colorado.
NATURALSHRIMP INC: Posts $590K Net Loss for Quarter Ended Sept. 30
------------------------------------------------------------------
NaturalShrimp Incorporated filed its quarterly report on Form 10-Q,
disclosing a net loss of $589,879 on $0 of sales for the three
months ended Sept. 30, 2020, compared to a net loss of $856,711 on
$0 of sales for the same period in 2019.
At Sept. 30, 2020, the Company had total assets of $4,092,496,
total liabilities of $4,307,508, and $215,012 in total
stockholders' deficit.
The Company said, "For the six months ended September 30, 2020, the
Company had a net loss available for common stockholders of
approximately US$2,394,000. At September 30, 2020, the Company had
an accumulated deficit of approximately US$48,821,000 and a working
capital deficit of approximately US$3,088,000. These factors raise
substantial doubt about the Company's ability to continue as a
going concern, within one year from the issuance date of this
filing. The Company's ability to continue as a going concern is
dependent on its ability to raise the required additional capital
or debt financing to meet short and long-term operating
requirements. During the six months ended September 30, 2020, the
Company received net cash proceeds of US$2,500,000 from the sale of
2,500 Series B Preferred shares. Subsequent to September 30, 2020,
the Company received US$250,000 from the sale of Series B Preferred
shares. Management believes that private placements of equity
capital and/or additional debt financing will be needed to fund the
Company's long-term operating requirements. The Company may also
encounter business endeavors that require significant cash
commitments or unanticipated problems or expenses that could result
in a requirement for additional cash. If the Company raises
additional funds through the issuance of equity or convertible debt
securities, the percentage ownership of its current shareholders
could be reduced, and such securities might have rights,
preferences or privileges senior to our common stock. Additional
financing may not be available upon acceptable terms, or at all.
If adequate funds are not available or are not available on
acceptable terms, the Company may not be able to take advantage of
prospective business endeavors or opportunities, which could
significantly and materially restrict our operations. The Company
continues to pursue external financing alternatives to improve its
working capital position. If the Company is unable to obtain the
necessary capital, the Company may have to cease operations."
A copy of the Form 10-Q is available at:
https://bit.ly/2UM0Cw9
NaturalShrimp Incorporated produces naturally-grown shrimps in the
United States and internationally. The company was founded in 2001
and is based in Addison, Texas.
NET ELEMENT: Has $2.3-Mil. Loss for Quarter Ended Sept. 30
----------------------------------------------------------
Net Element, Inc. filed its quarterly report on Form 10-Q,
disclosing a comprehensive loss attributable to common stockholders
of $2,331,656 on $16,734,374 of total revenues for the three months
ended Sept. 30, 2020, compared to a comprehensive loss attributable
to common stockholders of $1,006,254 on $16,819,686 of total
revenues for the same period in 2019.
At Sept. 30, 2020, the Company had total assets of $22,572,567,
total liabilities of $19,708,110, and $2,864,457 in total
stockholders' equity.
The Company disclosed conditions that raise substantial doubt about
its ability to continue as a going concern.
The Company said, "We sustained a net loss of approximately US$4.0
million for the nine months ended September 30, 2020 and US$6.5
million for the year ended December 31, 2019 and have an
accumulated deficit of approximately US$182.8 million and a
negative working capital of approximately US$0.3 million at
September 30, 2020.
"The continuing spread of the novel coronavirus pandemic
("COVID-19") is currently impacting countries, communities, supply
chains and markets, global financial markets, as well as, the
largest industry group serviced by our Company. The Company cannot
predict, at this time, whether COVID-19 will continue to have a
material impact on our future financial condition and results of
operations due to understaffing in the service sector and the
decrease in revenues and profits, particularly restaurants, and any
possible future government ordinances that may further restrict
restaurant and other service or retail sectors operations.
"On August 11, 2020, the Company received its third tranche of RBL
promissory notes in the aggregate amount of US$707,000, less any
fees, from ESOUSA to be exchanged for Common Stock pursuant to the
ESOUSA Agreement. The Company issued 66,190 shares of Common Stock
to ESOUSA in connection with this exchange. Concurrently with this
transaction, the Company received an equivalent aggregate amount of
US$707,000 from RBL under the Credit Facility.
"On August 21, 2020, the Company received its fourth tranche of RBL
promissory notes in the aggregate amount of US$401,000, less any
fees, from ESOUSA to be exchanged for Common Stock pursuant to the
ESOUSA Agreement. The Company issued 45,654 shares of Common Stock
to ESOUSA in connection with this exchange. Concurrently with this
transaction, the Company received an equivalent aggregate amount of
US$401,000 from RBL under the Credit Facility.
"On September 25, 2020, the Company received its fifth tranche of
RBL promissory notes in the aggregate amount of US$426,000, less
any fees, from ESOUSA to be exchanged for Common Stock pursuant to
the ESOUSA Agreement. The Company issued 50,000 shares of Common
Stock to ESOUSA in connection with this exchange. Concurrently
with this transaction, the Company received an equivalent aggregate
amount of US$426,000 from RBL under the Credit Facility.
"On August 4, 2020, our Company entered into an Agreement and Plan
of Merger (the "Merger Agreement") with Mullen Technologies, Inc.,
a California corporation ("Mullen"), and Mullen Acquisition, Inc.,
a California corporation and wholly owned subsidiary of the Company
("Merger Sub"). Pursuant to, and on the terms and subject to the
conditions of, the Merger Agreement, Merger Sub will be merged with
and into Mullen (the "Merger"), with Mullen continuing as the
surviving corporation in the Merger. After Mullen's completion and
delivery to our Company, of the audited financial statements for
Mullen and its subsidiaries and affiliates required to be included
in a registration statement, the Company intends to prepare and
file with the Commission a registration statement on Form S-4
(together with all amendments thereto, the "Registration
Statement") in which the proxy statement will be included as a part
of the prospectus, in connection with the registration under the
Securities Act of the shares of Parent Shares to be issued in
connection with the transactions contemplated in the Merger
Agreement. The Merger Agreement contains termination rights for
each of the Company and Mullen, including, among others, (i) in the
event that the Merger has not been consummated by December 31,
2020, (ii) in the event that the requisite approval of the
Company's stockholders is not obtained upon a vote thereon, (iii)
in the event that any governmental authority shall have taken
action to restrain, enjoin or prohibit the consummation of the
Merger, which action shall have become final and non-appealable and
(iv) in the event that there is a breach by the other party of any
of its representations, warranties, covenants or agreements, which
breach is sufficiently material and not timely cured or curable.
In addition, Mullen may terminate the Merger Agreement if, prior to
receipt of the requisite approval of the Company's stockholders,
the Company's board of directors shall have changed their
recommendation in respect of the Merger. Further, the Company may
terminate the Merger Agreement prior to receipt of the requisite
approval of the Company's stockholders to enter into a definitive
agreement with respect to a Superior Proposal (as such term is
defined in the Merger Agreement).
"As contemplated by the Merger Agreement, on August 11, 2020, our
Company as lender, entered into an unsecured Promissory Note, dated
August 11, 2020 (the "Note"), with Mullen. Pursuant to the Note,
Mullen borrowed from the Company US$500,000. Prior to maturity of
the loan, the principal amount of the loan will carry an interest
rate of 14% per annum compounded monthly and payable upon demand.
This loan will mature on the earlier of (i) the date that the
Merger Agreement is terminated for any reason by any party thereto
and (ii) the Merger Effective Time (as defined in the Merger
Agreement).
"On September 14, 2020, an advance of US$141,000 which was
previously borrowed by the Company from RBL, was sent to Mullen by
the Company.in connection with expenses incurred by the Company on
behalf of Mullen. Subsequent to September 30, 2020, the Company
received US$55,000 from Mullen, as a payment towards this
advance..
"Consummation of the Merger, the Divestiture, the Private Placement
and the other transactions contemplated in the Merger Agreement, is
subject to customary conditions including, among others, the
approval of the Company's stockholders. There is no guarantee that
the Merger, the Divestiture, the Private Placement or the other
transactions contemplated in the Merger Agreement will be
completed.
"These conditions raise substantial doubt about our ability to
continue as a going concern."
A copy of the Form 10-Q is available at:
https://bit.ly/2HnNeeo
Net Element, Inc., operates as a financial technology and
value-added solutions company in North America, Russia, and the
Commonwealth of Independent States. It operates in two segments,
North American Transaction Solutions and International Transaction
Solutions. Net Element, Inc. was founded in 2004 and is based in
North Miami Beach, Florida.
NEUROMETRIX INC: Posts $257,000 Net Loss for Sept. 30 Quarter
-------------------------------------------------------------
NeuroMetrix, Inc. filed its quarterly report on Form 10-Q,
disclosing a net loss of $257,113 on $2,036,228 of revenues for the
three months ended Sept. 30, 2020, compared to a net loss of
$1,404,600 on $2,088,001 of revenues for the same period in 2019.
At Sept. 30, 2020, the Company had total assets of $8,340,038,
total liabilities of $2,968,266, and $5,371,772 in total
stockholders' equity.
NeuroMetrix said, "The Company has reported recurring losses from
operations and negative cash flows from operating activities. At
September 30, 2020, the Company had an accumulated deficit of
US$196.6 million. These factors raise substantial doubt about the
Company's ability to continue as a going concern for the one-year
period from the date of issuance of these financial statements.
The financial statements do not include any adjustments that might
result from the outcome of this uncertainty. The Company held cash
and cash equivalents of US$4.9 million as of September 30, 2020.
The Company believes that these resources and the cash to be
generated from future product sales will be sufficient to meet its
projected operating requirements into the fourth quarter of 2021.
Accordingly, the Company may need to raise additional funds to
support its operating and capital needs in the fourth quarter of
2021 and beyond."
A copy of the Form 10-Q is available at:
https://bit.ly/3pYRlPN
NeuroMetrix, Inc., a healthcare company, develops and markets
products for the detection, diagnosis, and monitoring of peripheral
nerve and spinal cord disorders. The Company develops wearable
neuro-stimulation therapeutic devices and point-of-care neuropathy
diagnostic tests to address chronic health conditions, including
chronic pain, sleep disorders, and diabetes. It operates in the
United States, Europe, Japan, China, the Middle East, and Mexico.
The Company has a strategic collaboration with GlaxoSmithKline.
NeuroMetrix, Inc. was founded in 1996 and is headquartered in
Waltham, Massachusetts.
NEW HOME CO: S&P Affirms 'B-' ICR; Rating Off CreditWatch Negative
------------------------------------------------------------------
S&P Global Ratings removed U.S.-based The New Home Co. Inc. (NWHM)
from CreditWatch where it was placed with negative implications on
March 18, 2020, and affirmed its ratings on NWHM, including its
'B-' issuer credit rating.
The stable outlook reflects the likelihood that New Home maintains
debt to EBITDA at close to the recent 7x level.
S&P said, "Our stable outlook on NWHM largely reflects the improved
liquidity profile that's resulted from its recent debt refinancing.
In early October 2020, NWHM's $250 million five-year note issuance
helped set the stage for the renegotiation of its bank facility
that had become current. Its new $60 million revolving credit
facility, announced later that same month (October), extends the
bank agreement's maturity to 2023 (from 2021) and supports its
working capital needs."
S&P could downgrade the company over the next year if profit
margins reverted to past mid-single-digit levels and robust
inventory spending caused a material net cash shortfall. Under this
scenario, which might arise from EBITDA falling to below $30
million, S&P could lower the rating based on the following:
-- EBITDA interest coverage falls below 1.0x; or
-- Debt to EBITDA approaches 10x.
Given its significantly smaller scale and comparatively modest
profitability prospects, an upgrade on NWHM seems very unlikely
over the next 12 months. However, S&P could consider an upgrade to
'B' if the following were to occur:
-- Entry into new markets expands scale and helped boost revenues
toward $750 million, or about 50% above S&P's 2021 forecast;
-- EBITDA margins outperform S&P's 8% EBITDA expectation for 2021
by at least 100 basis points; and
-- Resulting leverage declines sustainably below 5x debt to
EBITDA.
NEXGEL INC: Reports $545K Net Loss for Quarter Ended Sept. 30
-------------------------------------------------------------
NexGel, Inc. filed its quarterly report on Form 10-Q, disclosing a
net loss of $545,000 on $242,000 of net revenues for the three
months ended Sept. 30, 2020, compared to a net income of $74,000 on
$287,000 of net revenues for the same period in 2019.
At Sept. 30, 2020, the Company had total assets of $2,204,000,
total liabilities of $1,830,000, and $374,000 in total
stockholders' equity.
As of September 30, 2020, the Company had a cash balance of
$157,000. For the nine months ended September 30, 2020, the
Company incurred a net loss of $1,583,000 and had a net usage of
cash in operating activities of $1,378,000. In addition, the
Company had a working capital deficit of $479,000 as of September
30, 2020.
NexGel said, "The Company expects to continue incurring losses for
the foreseeable future and will need to raise additional capital to
support ongoing operations. The ability of the Company to continue
to operate as a going concern is dependent upon its ability to
raise additional capital and to ultimately achieve profitable
operations. Management is evaluating various options to raise
capital to fund the Company's working capital requirements through
equity offerings. There can be no assurances, however, that
management will be able to obtain sufficient additional funds when
needed, or that such funds, if available, will be obtained on terms
satisfactory to the Company. These factors raise substantial doubt
as to the Company's ability to continue as a going concern. The
condensed financial statements do not include any adjustments
relating to the recoverability and classification of recorded
assets and liabilities that might be necessary should the Company
be unable to continue as a going concern."
A copy of the Form 10-Q is available at:
https://bit.ly/3963Xyg
NexGel, Inc. manufactures high water content, electron beam
cross-linked, aqueous polymer hydrogels, or gels, used for wound
care, medical diagnostics, transdermal drug delivery and cosmetics.
It is based in Langhorne, Pennsylvania.
NGL ENERGY: S&P Downgrades ICR to 'CCC+'; Outlook Negative
----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on NGL Energy
Partners L.P. (NGL) to 'CCC+' from 'B+'.
At the same time, S&P lowered its issue-level rating on the
partnership's senior unsecured debt to 'CCC+' from 'B+'. S&P's '4'
recovery rating on the debt remains unchanged, indicating its
expectation for average (30%-50%; rounded estimate: 40%) recovery.
S&P said, "The negative outlook captures the partnership's
heightened refinancing risk and limited liquidity. We forecast that
NGL will achieve adjusted debt to EBITDA in the 6.0x-6.5x range as
of fiscal year-end 2021."
NGL has an aggregate of $1.915 billion of credit facilities that
mature in October 2021. As of Sept. 30, 2020, the partnership had
approximately $1.7 billion drawn under these two facilities.
Management is working with its lender group to extend the
maturities of the facilities and make various amendments. However,
the borrowings outstanding are now current and, until the maturity
extension is finalized, the partnership will continue to face a
sizeable maturity due in less than a year while it maintains weak
liquidity.
NGL's crude business segment faces commercial challenges with
Extraction Oil & Gas, an anchor shipper on the Grand Mesa Pipeline
that is currently in Chapter 11 bankruptcy. On Nov. 2, 2020, the
bankruptcy court issued a bench ruling granting Extraction's motion
to reject both long-term transportation service agreements (TSA) it
entered into with Grand Mesa. While the partnership intends to
appeal the bankruptcy court's ruling, the final ruling and timeline
are still fluid. An unfavorable restructuring or the severance of
the TSAs would materially reduce the long-term cash flows of its
crude business segment. Through Sept. 30, 2020, NGL's financial
volumes averaged 123,000 barrels per day and its physical volumes
were approximately 109,000 barrels per day, which compares with its
historical flows of approximately 130,000 barrels per day. A
favorable ruling would likely support the partnership's credit
quality, although it is unlikely that S&P will raise its ratings
until it extends its credit facilities.
NGL's water solutions segment reached a milestone in October when
it commissioned its 30-inch pipeline, Poker Lake Express, which has
an initial capacity of 350,000 barrels per day (MBPD) and connects
with its integrated Delaware Basin water pipeline infrastructure
network. The partnership recently signed a new water transportation
disposal agreement with a leading super major customer in the
Delaware Basin and extended its terms and acreage dedication for an
existing investment grade customer in the Delaware Basin. NGL
continues to demonstrate its ability to add long-term fixed-fee
cash flows through its water business, which further insulates its
cash flow.
S&P said, "We also note that management has expressed an interest
in forming a joint venture for a portion or all of its water
solutions business. While we feel this transaction would support
its credit quality and provide it with net proceeds that it would
likely use to reduce its debt, the partnership would be giving up
at least portion of a core business it worked to scale through
acquisitions over the last 18 months."
The partnership has recently taken constructive measures to improve
its balance sheet and retain cash. As of Sept. 30, 2020, NGL
repurchased approximately $90.94 million of face value senior
unsecured debt for approximately $54.49 million in cash. The recent
cut to its common unit distribution and the reduction in its
capital spending will allow the partnership to retain cash and
further pay down its debt. While these actions will enable NGL to
remain free cash flow positive through fiscal year-end 2021, NGL
will not be able to repay the credit facility borrowings solely
through these actions.
S&P said, "We expect the partnership's Permian water solutions
business to continue to improve through fiscal year-end 2021 as the
Poker Lake acreage continues to scale. We forecast NGL's adjusted
debt to EBTIDA will be in the 6.0x-6.5x range as of fiscal year-end
2021."
"The negative outlook reflects the heightened refinancing risk
associated with the partnership's credit facilities, which come due
in October 2021. Even if NGL completes a maturity extension, it
still faces a sizeable pay down plan that will hinder its near-term
growth. We forecast the partnership will achieve adjusted debt to
EBITDA in the 6.0x-6.5x range as of fiscal year-end 2021."
"We could lower our rating on NGL if it is unsuccessful in
extending the maturity of its credit facilities over the near
term."
"We could consider taking a positive rating action on the
partnership if it successfully extends the maturity of its credit
facilities over the near term while demonstrating a clear plan to
pay down the outstanding borrowings under the facilities."
NOBLE CORP: Files Second Amended Plan
-------------------------------------
Noble Corporation plc (n/k/a Noble Holding Corporation plc) and
certain of its affiliates, filed a Second Amended Plan.
The Plan contemplates an Exit Revolving Credit Facility, a first
lien exit revolving credit facility with aggregate principal
commitments equal to $675 million.
Under the Plan, Go-Forward Trade Claims in Class 4A through 4F are
unimpaired.
Class 7A General Unsecured Claims against Debtor Group A will
recover 100 percent. Class 7B General Unsecured Claims against
Debtor Group B will recover 86 percent. Class 7C General Unsecured
Claims against Debtor Group C are projected to recover 6.4 percent.
Class 7D General claims against Debtor Group D vary from 1 percent
to 63 percent. Class 7E General Unsecured Claims against Group E
will recover 0 percent. Class 7F General Unsecured Claims against
Debtor Group F will recover 15 percent.
Over the course of several months leading up to the Petition Date,
the Debtors engaged with their key creditor constituencies to
explore potential value-maximizing restructuring transactions.
Ultimately, these hard-fought and arms'-length negotiations led to
entry into the Restructuring Support Agreement (the "RSA"), the
terms of which are reflected in the Plan.
The Plan reduces the Company's debt from approximately $4 billion
to $400 million, provides for an exit revolving credit facility
with commitments of up to $675 million, and includes a rights
offering that raises $200 million in proceeds. The Plan also
reflects and incorporates settlements of two long-running
litigations—with the Paragon Litigation Trust and Transocean Ltd.
and certain of its affiliates (collectively, "Transocean") --
collectively claiming billions of dollars in damages. Negotiating
the Plan and the underlying transactions and settlements required
substantial effort and careful planning by the Debtors' management
team, key creditor groups, and the supporting parties in these
chapter 11 cases.
The Debtors are now poised to complete the final step of their
restructuring by confirming the Plan. To arrive here, the Debtors
navigated a complex, multi-step process that required engagement
with stakeholders on multiple fronts and in multiple jurisdictions,
as well as tireless coordination with the RSA parties to implement
the fully backstopped Rights Offering, Exit Revolving Credit
Facility, and related Restructuring Transactions contemplated
therein and that serve as the foundation of the Plan. Throughout it
all, the Debtors focused on building consensus by employing a
transparent and inclusive process. As contemplated by the RSA, the
Plan will equitize over $3 billion worth of Priority Guaranteed
Notes and Legacy Notes. The Revolving Credit Facility Lenders will
fund a new Exit Revolving Credit Facility. Moreover, Go-Forward
Trade Claims are unimpaired and nearly two thousand jobs have been
saved.
Due in large part to the Debtors' diligent efforts to forge
consensus, every active creditor constituency in these chapter 11
proceedings now supports confirmation of the Plan and creditors
voted overwhelmingly to approve the Plan.
A red-lined copy of the Second Amended Joint Plan dated November
18, 2020, is available at https://tinyurl.com/y4fcd2rf from
PacerMonitor.com at no charge.
About Noble Corporation
Noble Corporation plc -- http://www.noblecorp.com/-- is an
offshore drilling contractor for the oil and gas industry. It
provides contract drilling services to the international oil and
gas industry with its global fleet of mobile offshore drilling
units. Noble Corporation focuses on a balanced, high-specification
fleet of floating and jackup rigs and the deployment of its
drilling rigs in oil and gas basins around the world.
On July 31, 2020, Noble Corporation and its affiliates filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Tex. Lead Case No. 20-33826). Richard B. Barker,
chief financial officer, signed the petitions. Debtors disclosed
total assets of $7,261,099,000 and total liabilities of
$4,664,567,000 as of March 31, 2020.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP and
Porter Hedges LLP as legal counsel; Smyser Kaplan & Veselka,
L.L.P., McAughan Deaver PLLC, and Baker Botts L.L.P. as special
counsel; AlixPartners, LLP as financial advisor; and Evercore Group
LLC as investment banker. Epiq Corporate Restructuring, LLC is the
claims and noticing agent.
NOBLE CORP: Sees Bankruptcy Exit Late This Year or Early 2021
-------------------------------------------------------------
Noble Holding Corporation plc (OTC-PINK: NEBLQ) announced Nov. 23,
2020, that the U.S. Bankruptcy Court for the Southern District of
Texas has issued an order approving the Company's Joint Plan of
Reorganization (the "Plan"). The Company is working towards
emergence as soon as possible upon receipt of certain regulatory
approvals which could be received late this year or early 2021.
The Plan received widespread support from creditors and upon
emergence will equitize all outstanding bond debt, which currently
totals $3.4 billion, and provide for a new $200 million investment
in the form of second lien notes as well as a new $675 million
secured credit facility.
Robert W. Eifler, President and Chief Executive Officer of the
Company, stated, "We are pleased to have reached this critical
milestone and are eager to continue executing on our strategy. I
would like to thank our creditors, customers, vendors, advisors and
employees, whose support throughout this process has been critical
to reaching a consensual and efficient restructuring while
maintaining our industry-leading operations. We look forward to
emerging with a significantly improved balance sheet and remain
committed to delivering the operational excellence that our
customers have come to expect from Noble."
About Noble Holding Corporation plc
In November 2020, Noble Corporation plc changed its name to Noble
Holding Corporation plc to allow the ultimate parent company that
emerges from the Chapter 11 reorganization to use the name "Noble
Corporation plc." Noble is a leading offshore drilling contractor
for the oil and gas industry. The Company owns and operates one of
the most modern, versatile and technically advanced fleets in the
offshore drilling industry. Noble performs, through its
subsidiaries, contract drilling services with a fleet of 19
offshore drilling units, consisting of 7 drillships and
semisubmersibles and 12 jackups, focused largely on ultra-deepwater
and high-specification jackup drilling opportunities in both
established and emerging regions worldwide. Noble is a public
limited company registered in England and Wales with company number
08354954 and registered office at 3rd Floor, 1 Ashley Road,
Altrincham, Cheshire, WA14 2DT. Additional information on Noble is
available at www.noblecorp.com.
On July 31, 2020, Noble Corporation and its affiliates filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Tex. Lead Case No. 20-33826). Richard B. Barker,
chief financial officer, signed the petitions. Debtors disclosed
total assets of $7,261,099,000 and total liabilities of
$4,664,567,000 as of March 31, 2020.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP and
Porter Hedges LLP as legal counsel; Smyser Kaplan & Veselka,
L.L.P., McAughan Deaver PLLC, and Baker Botts L.L.P. as special
counsel; AlixPartners, LLP as financial advisor; and Evercore Group
LLC as investment banker. Epiq Corporate Restructuring, LLC is the
claims and noticing agent.
NOBLE CORP: Wins Confirmation of Reorganization Plan
----------------------------------------------------
Judge David R. Jones has entered findings of fact, conclusions of
law, and order confirming the Modified Second Amended Joint Plan of
Reorganization of Noble Corporation plc (n/k/a Noble Holding
Corporation plc) ("Noble") and certain of its affiliates.
Article VII of the Plan provides for adequate and proper means for
the Plan's execution and implementation, thereby satisfying the
requirements of section 1123(a)(5) of the Bankruptcy Code.
The Plan satisfies the requirements of section 1129(a)(3) of the
Bankruptcy Code. The Debtors have proposed the Plan "in good faith
and not by any means forbidden by law." In determining that the
Debtors have proposed the Plan in good faith, the Court has
examined the totality of the circumstances surrounding the filing
of these Chapter 11 Cases, the Plan itself, and the process leading
to its formulation.
The Plan is the product of good faith, arm's-length negotiations by
and among the Debtors, the Debtors' directors and officers, and the
Consenting Creditors. Consistent with the overriding purpose of
chapter 11, the Debtors filed these Chapter 11 Cases, and proposed
the Plan, with the legitimate purpose of maximizing stakeholder
value.
A full-text copy of the order and the second amended joint plan
dated November 20, 2020, is available at
https://tinyurl.com/yyrc6do5 from PacerMonitor at no charge.
Proposed Counsel for the Debtors:
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
George N. Panagakis
Anthony Joseph
155 N. Wacker Dr.
Chicago, Illinois 60606-1720
Tel: (312) 407-0700
Fax: (312) 407-0411
Mark McDermott
Jason Kestecher
Nicholas Hagen
One Manhattan West
New York, New York 10001
Tel: (212) 735-3000
Fax: (212) 735-2000
- and -
PORTER HEDGES LLP
John F. Higgins
Eric M. English
M. Shane Johnson
Megan Young-John
Emily D. Nasir
1000 Main St., 36th Floor
Houston, Texas 77002
Tel: (713) 226-6000
Fax: (713) 226-6248
About Noble Corporation
Noble Corporation plc -- http://www.noblecorp.com/-- is an
offshore drilling contractor for the oil and gas industry. It
provides contract drilling services to the international oil and
gas industry with its global fleet of mobile offshore drilling
units. Noble Corporation focuses on a balanced, high-specification
fleet of floating and jackup rigs and the deployment of its
drilling rigs in oil and gas basins around the world.
On July 31, 2020, Noble Corporation and its affiliates filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Tex. Lead Case No. 20-33826). Richard B. Barker,
chief financial officer, signed the petitions. Debtors disclosed
total assets of $7,261,099,000 and total liabilities of
$4,664,567,000 as of March 31, 2020.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP and
Porter Hedges LLP as legal counsel, AlixPartners, LLP as financial
advisor, and Evercore Group LLC as investment banker. Epiq
Corporate Restructuring, LLC is the claims and noticing agent.
NORTHWEST HARDWOODS: Gets Court Approval for First Day Motions
--------------------------------------------------------------
Daniel Gill of Bloomberg Law reports that bankrupt Northwest
Hardwoods Inc. got court permission to keep operating and use cash
collateral as it works to confirm a "pre-pack" Chapter 11 plan in
January 2020.
One day after the nation's largest manufacturer of hardwood lumber
filed for bankruptcy protection, Judge Christopher S. Sontchi of
the U.S. Bankruptcy Court for the District of Delaware Tuesday,
November 24, 2020, agreed to approve a host of orders authorizing
Northwest to function as a debtor-in-possession.
The company's plan would strip $270 million of debt from its
ledgers and significantly reduce debt service expenses going
forward, Northwest said in court filings.
About Northwest Hardwoods
Headquartered in Tacoma, Washington, Northwest Hardwoods is the
largest United States manufacturer of North American hardwood
lumber based on sawmill capacity, with a current estimated annual
hardwood lumber capacity of approximately 320 million board feet.
Its North America operations include 20 facilities that produce
over 20 species of domestic hardwoods. The Company serves more than
2,000 active customers across over 60 countries.
Northwest Hardwoods, Inc., and two affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 20-13005) on Nov. 23,
2020.
The Debtors were estimated to have $100 million to $500 million in
assets and liabilities as of the bankruptcy filing.
The Hon. Christopher S. Sontchi is the case judge.
The Debtors tapped GIBSON, DUNN & CRUTCHER LLP as bankruptcy
counsel; YOUNG CONAWAY STARGATT & TAYLOR, LLP as co-bankruptcy
counsel; and HURON CONSULTING SERVICES LLC as financial advisor.
PRIME CLERK LLC is the claims agent.
The secured noteholders are represented by Willkie Farr & Gallagher
LLP as legal counsel and Guggenheim Securities, LLC as financial
advisor.
NORTHWEST HARDWOODS: In Chapter 11 With Plan Deal
-------------------------------------------------
On November 23, 2020, Northwest Hardwoods, Inc. and certain of its
affiliates took the next step in implementing its restructuring
support agreement (the "RSA") by filing voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware.
All of the company's first day motions were approved by the court
on an interim basis, which enables the company to run operations,
supply customers and pay vendors per the normal course of business.
Significantly, the Bankruptcy Court authorized the Company to use
over $22 million of available cash to pay all critical vendors and
other service providers any pre-bankruptcy amounts owing as
invoices for those amounts become due and owing.
As announced on Nov. 6th, the Company entered into the RSA with
holders of more than 95% in principal amount of the Company’s
secured notes and certain of its existing equity holders to execute
a transaction that will deliver its balance sheet by ~$270 million
and position NWH for future growth and success.
Nathan Jeppson, CEO of Northwest Hardwoods said "Today marks an
important milestone in our process to significantly reduce our debt
so we can re-invest in long-term growth. Throughout this process,
we will continue to serve our customers and deliver on our mission
of delivering the best hardwoods products in the industry. Given
the strong level of support from our lenders and creditors, we
expect to complete this process over the next 60 days."
The action is the product of extensive, collaborative, good faith
negotiations among NWH and its key stakeholders. The financial
restructuring is specifically designed to ensure that NWH's
executive team can remain focused on go-forward operations, which
will continue in the ordinary course without interruption.
Specifically, the RSA accomplishes several key objectives: 1)
reduce the company's debt by $270 million 2) significantly reduces
debt service obligations, thereby increasing cash flow available
for re-investment in the business and 3) most importantly,
accomplishes this without reducing employee pay or benefits and
with no expected impairments to customers or vendors.
Upon resolution, the secured noteholders will convert their ~$379
million of secured notes into $110 million of new exit term loans
and 99% of the equity in reorganized NWH (subject to dilution by a
management incentive plan). The remainder of the reorganized
equity will be reserved for the Company’s existing equity
holders. In addition, NWH has received a commitment from Bank of
America and Wells Fargo to refinance the existing ABL facility as
part of the financial restructuring, ensuring that the Company will
continue to have ready access to a working capital facility going
forward.
This approach will ensure that the Company's operations continue
without interruption, with employees, suppliers, vendors, contract
counterparties and other trade creditors continuing to be paid in
full and in the ordinary course.
An ad hoc group of the holders of the company's secured notes,
encompassing over 90% of the company's secured notes, has likewise
expressed its support of this agreement. A statement from the Ad
Hoc Group stated "We believe in the long-term growth of Northwest
Hardwoods, its incredible employees and the strength of its
management team. This action will allow the company to
meaningfully reduce its overall debt, without any interruption to
current operations. We look forward to a successful process and
future for Northwest Hardwoods".
* * *
Law360 reports that private equity-owned Northwest Hardwoods Inc.,
retreated into Chapter 11 in Delaware early Monday, November 23,
2020, saying fallout from trade disputes with China and the
blighting of markets by the COVID-19 pandemic had stunted its
ability to service more than $420 million in secured debt. The
ongoing COVID-19 pandemic has pushed several lumber companies into
bankruptcy.
About Northwest Hardwoods
Headquartered in Tacoma, Washington, Northwest Hardwoods is the
largest United States manufacturer of North American hardwood
lumber based on sawmill capacity, with a current estimated annual
hardwood lumber capacity of approximately 320 million board feet.
Its North America operations include 20 facilities that produce
over 20 species of domestic hardwoods. The Company serves more than
2,000 active customers across over 60 countries.
Northwest Hardwoods, Inc., and two affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 20-13005) on Nov. 23,
2020.
The Debtors were estimated to have $100 million to $500 million in
assets and liabilities as of the bankruptcy filing.
The Hon. Christopher S. Sontchi is the case judge.
The Debtors tapped GIBSON, DUNN & CRUTCHER LLP as bankruptcy
counsel; YOUNG CONAWAY STARGATT & TAYLOR, LLP as co-bankruptcy
counsel; and HURON CONSULTING SERVICES LLC as financial advisor.
PRIME CLERK LLC is the claims agent.
The secured noteholders are represented by Willkie Farr & Gallagher
LLP as legal counsel and Guggenheim Securities, LLC as financial
advisor.
NORTHWEST HARDWOODS: Jan. 6, 2021 Plan & Disclosures Hearing Set
----------------------------------------------------------------
Debtors Northwest Hardwoods, Inc., Hardwoods Intermediate Holdings
II, Inc. and Hardwoods Holdings, Inc. filed with the U.S.
Bankruptcy Court for the District of Delaware a motion foe entry of
an order Scheduling Combined Hearing on Adequacy of Disclosure
Statement and Confirmation of Prepackaged Plan.
On November 24, 2020, Judge Christopher S. Sontchi granted the
motion and ordered that:
* January 6, 2020 at 11:00 a.m. in Courtroom No. 6 of the United
States Bankruptcy Court for the District of Delaware, 824 North
Market Street, 5th Floor, Wilmington, Delaware 19801 is the
Combined Hearing (at which time this Court will consider, among
other things, the adequacy of the Disclosure Statement and
confirmation of the Plan).
* December 23, 2020 is fixed as the last day to file any responses
or objections to the adequacy of the Disclosure Statement or
confirmation of the Plan.
* December 23, 2020 is fixed as the last day to file any responses
or objections to the assumption of executory contracts and
unexpired leases.
* The Debtors and any other parties supporting confirmation of the
Plan may file reply briefs in response to any responses or
objections to the adequacy of the Disclosure Statement or
confirmation of the Plan by 11:00 a.m. two business days prior to
the Combined Hearing.
* The Solicitation Procedures utilized by the Debtors for
distribution of the Solicitation Packages in soliciting acceptances
and rejections of the Plan as set forth in the Motion are
conditionally approved as satisfying the requirements of the
Bankruptcy Code, the Bankruptcy Rules and the Local Rules.
A full-text copy of the order dated November 24, 2020, is available
at https://tinyurl.com/y5wje3mp from PacerMonitor at no charge.
Counsel to the Debtors:
David M. Feldman, Esq.
J. Eric Wise, Esq.
Matthew K. Kelsey, Esq.
Alan Moskowitz, Esq.
GIBSON, DUNN & CRUTCHER LLP
200 Park Avenue
New York, New York 10166
Tel: (212) 351-4000
Fax: (212) 351-4035
E-mail: dfeldman@gibsondunn.com
ewise@gibsondunn.com
mkelsey@gibsondunn.com
amoskowitz@gibsondunn.com
About Northwest Hardwoods
Headquartered in Tacoma, Washington, Northwest Hardwoods is the
largest United States manufacturer of North American hardwood
lumber based on sawmill capacity, with a current estimated annual
hardwood lumber capacity of approximately 320 million board feet.
Its North America operations include 20 facilities that produce
over 20 species of domestic hardwoods. The Company serves more than
2,000 active customers across over 60 countries.
Northwest Hardwoods, Inc., and two affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 20-13005) on Nov. 23,
2020.
The Debtors were estimated to have $100 million to $500 million in
assets and liabilities as of the bankruptcy filing.
The Hon. Christopher S. Sontchi is the case judge.
The Debtors tapped GIBSON, DUNN & CRUTCHER LLP as bankruptcy
counsel; YOUNG CONAWAY STARGATT & TAYLOR, LLP as co-bankruptcy
counsel; and HURON CONSULTING SERVICES LLC as financial advisor.
PRIME CLERK LLC is the claims agent.
The secured noteholders are represented by Willkie Farr & Gallagher
LLP as legal counsel and Guggenheim Securities, LLC as financial
advisor.
NOVATION COMPANIES: Has $959,000 Net Loss for Sept. 30 Quarter
--------------------------------------------------------------
Novation Companies, Inc. filed its quarterly report on Form 10-Q,
disclosing a net loss of $959,000 on $12,381,000 of service fee
income for the three months ended Sept. 30, 2020, compared to a net
loss of $2,811,000 on $15,671,000 of service fee income for the
same period in 2019.
At Sept. 30, 2020, the Company had total assets of $12,766,000,
total liabilities of $92,624,000, and $79,858,000 in total
shareholders' deficit.
The Company said, "During the nine months ended September 30, 2020,
the Company incurred a net loss of US$7.9 million and generated
negative operating cash flow of US$0.9 million. As of September
30, 2020, the Company had an overall shareholders deficit of
US$79.9 million, an aggregate of US$1.1 million in cash and cash
equivalents and total liabilities of US$92.6 million. Of the
US$1.1 million in cash, US$0.4 million is held by the Company's
subsidiary NovaStar Mortgage LLC ("NMLLC"). This cash is available
only to pay general creditors and expenses of NMLLC.
"From January 2019 through August 2019, the Company had a
significant on-going obligation to pay interest under its senior
note agreements at LIBOR plus 3.5% per annum, payable quarterly in
arrears until maturity on March 30, 2033, leading to a significant
annual cash outflow. In addition, HCS has experienced lower than
anticipated cash flows due to increased costs and changes in
customers. These items have led to substantial doubt about the
Company's ability to continue as a going concern.
"Management continues to work toward expanding HCS's customer base
by increasing revenue from existing customers, looking at methods
to reduce overall operating costs, both at HCS and the corporate
level, and targeting new customers that have not previously been
served by HCS. As disclosed in Note 5 to the condensed
consolidated financial statements, the Company was successful in
amending the senior note agreements to lower the interest rate and
receive future credit for cash interest payments made in 2019 in
exchange for the issuance of common stock and warrants. Based on
the terms of the amendment, the Company is not required to make
cash interest payments on the senior notes from August 2019 through
March 2022, leading to significant cash savings for the Company.
This amendment to the Note Purchase Agreement and waiver of
interest payments through April 2022 has significantly improved our
forecasted cash position over the next year.
"In late March 2020, HCS started experiencing a reduction in
Georgia Community Service Board ("CSB") customer needs related to
the coronavirus (COVID-19). This resulted in the layoff of
approximately 8% of the Company's employees. As HCS relies on
providing healthcare staffing services to generate income, this has
decreased our service fee income, and direct cost of services,
accordingly. While the majority of these employees were rehired
when customer demand returned, there have been some permanent loss
of staffing opportunities based on changes to programs and services
offered by CSBs. In addition, there is still concern at the
Company about the predicted resurgence of COVID-19, and its effect
on our services, during this fall and winter.
"Our historical operating results and poor cash flow suggest
substantial doubt exists related to the Company's ability to
continue as a going concern. Furthermore, there is still
significant uncertainty regarding the future impact that COVID-19
will have on our business. Based on these uncertainties, there is
no guarantee the Company's cash position will cover current
obligations. As a result, we have not been able to alleviate the
substantial doubt about the Company's ability to continue as a
going concern for at least one year after the date that these
condensed consolidated financial statements are issued."
A copy of the Form 10-Q is available at:
https://bit.ly/3nGm026
Novation Companies, Inc., through its subsidiary, Healthcare
Staffing, Inc., provides outsourced health care staffing and
related services primarily to Community Service Boards in Georgia.
It also owns a portfolio of mortgage securities. The company was
formerly known as NovaStar Financial, Inc. and changed its name to
Novation Companies, Inc. in May 2012. Novation Companies, Inc. was
founded in 1996 and is based in Kansas City, Missouri.
NUVERRA ENVIRONMENTAL: Has $7.1-Mil. Net Loss for Sept. 30 Quarter
------------------------------------------------------------------
Nuverra Environmental Solutions, Inc., filed its quarterly report
on Form 10-Q, disclosing a net loss of $7,125,000 on $23,796,000 of
total revenue for the three months ended Sept. 30, 2020, compared
to a net loss of $6,052,000 on $43,098,000 of total revenue for the
same period in 2019.
At Sept. 30, 2020, the Company had total assets of $195,936,000,
total liabilities of $57,557,000, and $138,379,000 in total
shareholders' equity.
Nuverra Environmental said, "The Company continues to incur
operating losses, and we anticipate losses to continue into the
near future. Additionally, due to the COVID-19 outbreak, there has
been a significant decline in oil and natural gas demand, which has
negatively impacted our customers' demand for our services,
resulting in uncertainty surrounding the potential impact on our
cash flows, results of operations and financial condition. We
expect crude oil prices to remain low for the foreseeable future,
so we anticipate our customers' crude or natural gas liquids
drilling and completion activity to continue to operate at lower
levels. Due to the uncertainty of future oil and natural gas
prices and the continued effects of the COVID-19 outbreak, there is
substantial doubt as to the Company's ability to continue as a
going concern within one year after the date that these financial
statements are issued.
"In order to mitigate these conditions, the Company has undertaken
various initiatives during 2020 that management believes will
positively impact our operations, including personnel and salary
reductions, other changes to our operating structure to achieve
additional cost reductions, and the sale of certain assets. In
addition, on July 13, 2020, the Company entered into amendments of
its First Lien Credit Agreement and Second Lien Term Loan Credit
Agreement, dated August 7, 2017, by and among the lenders party
thereto, Wilmington Savings Fund Society, FSB, as administrative
agent ("Wilmington"), and the Company (the "Second Lien Term Loan
Credit Agreement"), which extended the maturity dates of its First
Lien Term Loan and Revolving Facility from February 7, 2021 to May
15, 2022, and extended the maturity date of its Second Lien Term
Loan Credit Agreement from October 7, 2021 to November 15, 2022.
We believe that as a result of the cost reduction initiatives and
the extension of the maturity dates of our credit agreements, our
cash flow from operations, together with cash on hand and other
available liquidity, will provide sufficient liquidity to fund
operations for at least the next twelve months."
A copy of the Form 10-Q is available at:
https://bit.ly/3fplRNI
Nuverra Environmental Solutions, Inc., provides water logistics and
oilfield services to customers focused on the development and
ongoing production of oil and natural gas from shale formations in
the United States. The Company was formerly known as Heckmann
Corporation and changed its name to Nuverra Environmental
Solutions, Inc. in May 2013. The Company is headquartered in
Scottsdale, Arizona. On May 1, 2017, Nuverra Environmental
Solutions, Inc., along with its affiliates, filed a voluntary
petition for reorganization under Chapter 11 in the United States
Bankruptcy Court for the District of Delaware.
NUZEE INC: Posts $2.5-Mil. Net Loss for the Quarter Ended June 30
-----------------------------------------------------------------
NuZee, Inc. filed its quarterly report on Form 10-Q, disclosing a
net loss of $2,541,062 on $191,962 of revenues for the three months
ended June 30, 2020, compared to a net loss of $9,393,927 on
$585,202 of revenues for the same period in 2019.
At June 30, 2020, the Company had total assets of $8,566,542, total
liabilities of $1,775,962, and $6,790,580 in total stockholders'
equity.
NuZee said, "The Company has had limited revenues, recurring
losses, and an accumulated deficit and is dependent on sales of its
equity, including to its majority shareholder, to provide
additional funding for operating expenses. These items raise
substantial doubt as to the Company's ability to continue as a
going concern. The Company's continued existence is dependent upon
management's ability to develop profitable operations, continued
contributions from its majority shareholder to finance its
operations and the ability to obtain additional funding sources to
explore potential strategic relationships and to provide capital
and other resources for the further development and marketing of
the Company's products and business."
A copy of the Form 10-Q is available at:
https://bit.ly/35VY6tE
NuZee, Inc. (d/b/a Coffee Blenders) is a specialty coffee company
and a single-serve pour-over coffee producer and co-packer. The
Company owns sophisticated packing equipment developed in Asia for
pour over coffee production and it believes its long-standing
experience with this equipment and associated pour over filters,
and its relationships with their manufacturers provide the Company
with an advantage over its North American competitors.
NYMOX PHARMACEUTICAL: Says Substantial Going Concern Doubt Exists
-----------------------------------------------------------------
Nymox Pharmaceutical Corporation filed its quarterly report on Form
10-Q, disclosing a net loss of $4,156,000 on $0 of total revenues
for the three months ended Sept. 30, 2020, compared to a net loss
of $2,461,000 on $39,000 of total revenues for the same period in
2019.
At Sept. 30, 2020, the Company had total assets of $5,740,000,
total liabilities of $1,896,000, and $3,844,000 in total
stockholders' equity.
The Company said, "Management believes that current cash balances
as of September 30, 2020 are not sufficient to finance the
Company's operations for at least the next 12 months. However, if
necessary, the Company intends to seek additional equity or other
financing, should the Company's liquidity needs change.
"Considering recent developments and the need for additional
financing, there exists a material uncertainty that casts
substantial doubt about the Corporation's ability to continue as a
going concern. These financial statements do not reflect
adjustments that would be necessary. If the going concern
assumption is not appropriate, then adjustments may be necessary to
the carrying value and classification of assets and liabilities and
reported results of operations and such an adjustment could be
material."
A copy of the Form 10-Q is available at:
https://bit.ly/35TZrB1
Nymox Pharmaceutical Corporation specializes in the research and
development of therapeutics and diagnostics, with a particular
emphasis on products targeted for the unmet needs of the rapidly
aging male population in developed economies. The Company's lead
drug candidate for benign prostatic hyperplasia (BPH) Fexapotide
Triflutate (FT) has completed Phase 3 development in more than 70
clinical centers in the United States, involving more than 1700
patients during the entire clinical development program.
Currently, the Company will soon be filing for approval in major
economies around the world, including the United States and Europe.
OASIS PETROLEUM: Has $55.7-Mil. Net Loss for Sept. 30 Quarter
-------------------------------------------------------------
Oasis Petroleum Inc. filed its quarterly report on Form 10-Q,
disclosing a net loss (attributable to the Company) of $55,699,000
on $271,059,000 of total revenues for the three months ended Sept.
30, 2020, compared to a net income (attributable to the Company) of
$20,288,000 on $482,743,000 of total revenues for the same period
in 2019.
At Sept. 30, 2020, the Company had total assets of $2,506,777,000,
total liabilities of $3,144,928,000, and $638,151,000 in total
stockholders' deficit.
Oasis Petroleum said, "The Company currently expects that its
operating cash flows, cash on hand and financing borrowing capacity
under the DIP Facility should provide sufficient liquidity for the
Company during the pendency of the Chapter 11 Cases. However, the
Company's operations and its ability to develop and execute its
business plan are subject to a high degree of risk and uncertainty
associated with the Chapter 11 Cases. The Company's ability to
continue as a going concern is contingent upon, among other things,
its ability to comply with the covenants contained in the DIP
Facility, the Bankruptcy Court's approval of the Plan and the
Company's ability to successfully implement the Plan, obtain exit
financing and emerge from the Chapter 11 Cases. The significant
risks and uncertainties related to the Company's liquidity and the
Chapter 11 Cases raise substantial doubt about the Company's
ability to continue as a going concern."
A copy of the Form 10-Q is available at:
https://bit.ly/3lPZ1Bf
Oasis Petroleum Inc. is an independent exploration and production
(E&P) company focused on the acquisition and development of
onshore, unconventional crude oil and natural gas resources in the
United States. Oasis Petroleum North America LLC (OPNA) and Oasis
Petroleum Permian LLC (OP Permian) conduct the company's
exploration and production activities and own its crude oil and
natural gas properties located in the North Dakota and Montana
regions of the Williston Basin and the Texas region of the Delaware
Basin, respectively. The company is based in Houston, Texas.
OBALON THERAPEUTICS: Has $1.6-Mil. Net Loss for Sept. 30 Quarter
----------------------------------------------------------------
Obalon Therapeutics, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss and comprehensive loss of $1,560,000 on
$44,000 of revenue for the three months ended Sept. 30, 2020,
compared to a net loss and comprehensive loss of $3,706,000 on
$333,000 of revenue for the same period in 2019.
At Sept. 30, 2020, the Company had total assets of $11,962,000,
total liabilities of $6,040,000, and $5,922,000 in total
stockholders' equity.
The Company said, "Based on our cash balances and recurring losses
since inception, there is substantial doubt about our ability to
continue as a going concern. Our ability to continue as a going
concern, and correspondingly to execute on our business plan and
strategy, is dependent upon our ability to accomplish one or more
of the following: raise additional capital in the very near term to
fund our ongoing operations or engage in a strategic alternative.
If we are not able to accomplish one or more of these goals in the
near term, there is a high likelihood we may need to sell all or
portions of our business, liquidate all or some of our assets or
seek bankruptcy protection, which could result in significant
decrease in value for all stakeholders."
A copy of the Form 10-Q is available at:
https://bit.ly/338Yt1V
Obalon Therapeutics, Inc. is a vertically integrated medical
device-company focused on developing and commercializing innovative
medical devices to treat obese and overweight people by
facilitating weight loss. The company is based in Carlsbad,
California.
OBITX INC: Has $1.1-Mil. Net Loss for Quarter Ended July 31
-----------------------------------------------------------
OBITX, Inc. filed its quarterly report on Form 10-Q, disclosing a
net loss of $1,076,468 on $0 of revenue for the three months ended
July 31, 2020, compared to a net loss of $41,218 on $0 of revenue
for the same period in 2019.
At July 31, 2020, the Company had total assets of $1,927,726, total
liabilities of $506,909, and $1,420,817 in total stockholders'
equity.
OBITX said, "The Company has negative cash flow and there are no
assurances the Company will generate a profit or obtain positive
cash flow. The Company has sustained its solvency through the
support of its related parties, which raise substantial doubt about
its ability to continue as a going concern.
"Management is taking steps to raise additional funds to address
its operating and financial cash requirements to continue
operations in the next twelve months. Management has devoted a
significant amount of time to the raising of capital from
additional debt and equity financing. However, the Company's
ability to continue as a going concern is dependent upon raising
additional funds through debt and equity financing and generating
revenue. There are no assurances the Company will receive the
necessary funding or generate the revenue necessary to fund
operations. The financial statements contain no adjustments for
the outcome of this uncertainty."
A copy of the Form 10-Q is available at:
https://bit.ly/3pTpdxm
OBITX, Inc., publishes and generates textual, audio, and/or video
content on the Internet, and operate web sites that use a search
engine to generate and maintain extensive databases of internet
addresses and content. The Company earns revenue through social
media advertising, fees, and services. The Company was
incorporated in the State of Delaware on March 30, 2017 originally
under the name GigeTech, Inc. On October 31, 2017 the Company
changed its name to OBITX, Inc., and updated its Articles of
Incorporation through unanimous consent of its shareholder, MCIG.
The Company is headquartered in Jacksonville, Florida.
OBLONG INC: Has $2.085-Mil. Net Loss for Quarter Ended Sept. 30
---------------------------------------------------------------
Oblong, Inc. filed its quarterly report on Form 10-Q, disclosing a
net loss of $2,085,000 on $3,266,000 of revenue for the three
months ended Sept. 30, 2020, compared to a net loss of $640,000 on
$2,370,000 of revenue for the same period in 2019.
At Sept. 30, 2020, the Company had total assets of $27,242,000,
total liabilities of $13,897,000, and $13,345,000 in total
stockholders' equity.
The Company disclosed factors that raise substantial doubt as to
its ability to continue as a going concern.
The Company said, "Our capital requirements in the future will
continue to depend on numerous factors, including the timing and
amount of revenue for the combined organization, customer renewal
rates and the timing of collection of outstanding accounts
receivable, in each case particularly as it relates to the combined
organization's major customers, the expense to deliver services,
expense for sales and marketing, expense for research and
development, capital expenditures, the cost involved in protecting
intellectual property rights, the amount of forgiveness of the PPP
Loan, if any, and any debt service obligations under the PPP Loan.
While our Acquisition of Oblong Industries does provide additional
revenues to the Company, the cost to further develop and
commercialize its product offerings is expected to exceed its
revenues for the foreseeable future. However, we have achieved
certain revenue and cost synergies in connection with combining
Glowpoint and Oblong Industries; we reduced the total of general
and administrative, research and development and sales and
marketing expenses from US$5,656,000 in the fourth quarter of 2019,
to US$4,560,000 in the first quarter of 2020, then to US$3,637,000
in the second quarter of 2020, and then to US$2,747,000 in third
quarter 2020. We also expect to continue to invest in product
development and sales and marketing expenses with the goal of
growing the Company's revenue in the future. The Company believes
that, based on the combined organization's current projection of
revenue, expenses, capital expenditures, debt service obligations,
and cash flows, it will not have sufficient resources to fund its
operations for the next twelve months following the filing of this
Report. We believe additional capital will be required to fund
operations and provide growth capital including investments in
technology, product development and sales and marketing. To access
capital to fund operations or provide growth capital, we will need
to raise capital in one or more debt and/or equity offerings.
There can be no assurance that we will be successful in raising
necessary capital or that any such offering will be on terms
acceptable to the Company. If we are unable to raise additional
capital that may be needed on terms acceptable to us, it could have
a material adverse effect on the Company. The factors discussed
above raise substantial doubt as to our ability to continue as a
going concern."
A copy of the Form 10-Q is available at:
https://bit.ly/3kW7npy
Oblong, Inc. provides multi-stream collaboration technologies and
managed services for video collaboration and network applications
in the United States and internationally. The company operates in
two segments, Glowpoint and Oblong Industries. Its flagship product
is Mezzanine that enables visual collaboration across multi-users,
multi-screens, multi-devices, and multi-locations. The company
offers managed videoconferencing, hybrid videoconferencing, video
meeting suites, and webcasting services, as well as JoinMyVideo, an
on-demand video meeting room service. It also provides remote
service management services, including Resolve - Total Support, a
management and support service; Helpdesk, which provides level 1
support; and Proactive Monitoring, a remote and automated
monitoring service. In addition, the company offers Cloud Connect:
Video that allows its customers to outsource the management of
their video traffic; Cloud Connect: Converge, which provides
customized multiprotocol label switching solutions; and Cloud
Connect: Cross Connect that allows the customers to leverage their
existing carrier for the extension of a layer 2 private line to its
data center. Further, it provides professional services, such as
onsite support or dispatch, as well as configuration or
customization of equipment or software on behalf of customers; and
resells video equipment to its customers. It serves customers in
the enterprise, commercial, and public sector markets. The company
was founded in 2000 and is headquartered in Los Angeles,
California.
OCEAN POWER: Expands Commercial Team to Southern Europe
-------------------------------------------------------
Jorge Franco has joined Ocean Power Technologies, Inc. as regional
sales representative based in Spain. Reporting to OPT Vice
President, Global Sales Jeff Wiener, Mr. Franco will concentrate on
opportunities in Southern Europe.
"Southern Europe offers opportunities for OPT's offshore power and
communications solutions, particularly in the oil and gas
industry," said George H. Kirby, president and chief executive
officer of OPT. "Jorge has significant relationships within leading
companies operating in the region, and we believe his experience
will be beneficial to serving OPT's existing and prospective
customers. We are excited to have him represent our solutions."
Mr. Franco was most recently global account vice president for
Halliburton servicing the ENI and REPSOL accounts. He has more
than 20 years of experience in multinational technical companies
selling products and services for offshore operations in Venezuela,
Italy, Argentina, Mexico, West Africa, and Southeast Asia to
improve customers' productivity. Mr. Franco holds a Civil
Engineering degree from Argentina's Universidad Nacional del Sur
and a Petroleum Engineering post-graduate certification from the
University of Tulsa.
About Ocean Power Technologies
Headquartered in Monroe Township, New Jersey, Ocean Power
Technologies, Inc. -- http://www.oceanpowertechnologies.com/-- is
a marine power solutions provider that designs, manufactures,
sells, and services its products while working closely with
partners that
provide payloads, integration services, and marine installation
services.
Ocean Power reported a net loss of $10.35 million for the 12 months
ended April 30, 2020, compared to a net loss of $12.25 million for
the 12 months ended April 30, 2019. As of July 31, 2020, the
Company had $14.40 million in total assets, $4.28 million in total
liabilities, and $10.12 million in total stockholders' equity.
KPMG LLP, in Philadelphia, Pennsylvania, the Company's auditor
since 2004, issued a "going concern" qualification in its report
dated June 29, 2020, citing that the Company has suffered recurring
losses from operations and has an accumulated deficit that raise
substantial doubt about its ability to continue as a going concern.
ODEBRECHT ENGENHARIA: Files for Chapter 15 Bankruptcy Protection
----------------------------------------------------------------
Sao Paulo, Brazil-based Odebrecht Engenharia e Construcao SA filed
for Chapter 15 bankruptcy protection in New York (Bankr. S.D.N.Y.
Case No. 20-12741) on Nov. 24, 2020.
Adriana Henry Meirelles is the Debtor's foreign representative in
the U.S.
The Debtor seeks U.S. recognition of its Brazilian proceeding (Case
No. 1075159-25.2020.8.26.0100) as foreign main proceeding.
The Debtor's U.S. counsel:
Luke A Barefoot
Cleary Gottlieb Steen & Hamilton LLP
212-225-2000
E-mail: lbarefoot@cgsh.com
Odebrecht Engenharia e Construcao SA (OEC) is the largest
engineering and construction company in Latin America, with US$10.5
billion in net revenues in the last twelve months ended September
2016. The company's project backlog of US$17 billion is diversified
into contracts comprising large-scale construction projects in the
transportation segment, energy and sewage infrastructures,
buildings and industrial facilities, located in Brazil, other Latin
American countries and Africa.
OEC is a subsidiary of Odebrecht S.A., a family-owned investment
holding company for one of the largest non-financial conglomerates
in Brazil that controls Braskem S.A. (Ba1 stable), the largest
chemical company in Latin America, along with other investments in
the oil & gas, energy sectors, toll roads, water sewage concessions
and real estate. Odebrecht consolidated net revenues reached BRL
117.7 billion in the LTM 2Q16, of which 41 percent generated by
OEC, 42 percent by Braskem, and 17 percent by other subsidiaries.
As of June 30, 2016, the group's consolidated cash position was
BRL17.5 billion for a total reported debt of BRL94.5 billion
ONEWEB GLOBAL: Emerges From Chapter 11 Bankruptcy
-------------------------------------------------
Alex Davies of ReThink Research reports that OneWeb has officially
emerged from Chapter 11 bankruptcy, looking more like a sick
chicken than a resplendent phoenix, as the joint UK government and
Bharti Global acquisition has been made official. While OneWeb
tries to convince the world that it has legs, Eutelsat has made a
couple of smaller moves in the satellite realm, which have been
largely overshadowed by the looming OneWeb omnishambles. The
elephant in the room is the unrelenting launch cadence of SpaceX,
which has been slinging Starlink satellites into orbit with
abandon. Amazon is also lurking in the shadows, strumming its lyre,
readying its own Kuiper low-earth orbit (LEO) constellation, and
the incumbent commercial satellite broadband providers simply have
no answer.
About OneWeb Global Limited
Founded in 2012, OneWeb Global Limited is a global communications
company developing a low-Earth orbit satellite constellation system
and associated ground infrastructure, including terrestrial
gateways and end-user terminals, capable of delivering
communication services for use by consumers, businesses,
governmental entities, and institutions, including schools,
hospitals, and other end-users whether on the ground, in the air,
or at sea.
OneWeb's business consists of the development of the OneWeb System,
which has included the development of small-next generation
satellites that have been mass-produced through a joint venture and
the development of specialized connections between the satellite
system and the internet and other communications networks through
the SNPs. For more information, visit https://www.oneweb.world/
OneWeb Global Limited and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
20-22437) on March 27, 2020. At the time of the filing, Debtors
disclosed assets of between $1 billion and $10 billion and
liabilities of the same range.
Judge Robert D. Drain oversees the cases.
The Debtors tapped Milbank LLP as counsel; Guggenheim Securities,
LLC as investment banker; FTI Consulting, Inc. as financial
advisor; Grant Thornton LLP as tax consultant; and Dixon Hughes
Goodman LLP as tax consulting and compliance services provider.
Omni Agent Solutions is the claims, noticing and solicitation
agent.
ORIGINCLEAR INC: Posts $5 Million Net Income in Third Quarter
-------------------------------------------------------------
OriginClear, Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing net income of $5.02
million on $917,320 of sales for the three months ended Sept. 30,
2020, compared to a net loss of $1.22 million on $939,468 of sales
for the three months ended Sept. 30, 2019.
For the nine months ended Sept. 30, 2020, the Company reported net
income of $20.34 million on $3.06 million of sales compared to a
net loss of $8.32 million on $2.69 million of sales for the same
period a year ago.
As of Sept. 30, 2020, the Company had $1.72 million in total
assets, $20.56 million in total liabilities, and a total
shareholders' deficit of $24.13 million.
OriginClear said, "The accompanying financial statements have been
prepared on a going concern basis of accounting, which contemplates
continuity of operations, realization of assets and liabilities and
commitments in the normal course of business. The accompanying
financial statements do not reflect any adjustments that might
result if the Company is unable to continue as a going concern.
These factors, among others raise substantial doubt about the
Company's ability to continue as a going concern. Our independent
auditors, in their report on our audited financial statements for
the year ended December 31, 2019 expressed substantial doubt about
our ability to continue as a going concern.
"The ability of the Company to continue as a going concern and
appropriateness of using the going concern basis is dependent upon,
among other things, achieving profitable operations and/or raising
additional capital. During the nine months ended September 30,
2020, the Company obtained funds from the sales of preferred stock.
Management believes this funding will continue from current
investors and from new investors. The Company also generated
revenue of $3,064,758 during the nine months ended September 30,
2020, and has standing purchase orders and open invoices with
customers which will provide funds for operations. Management
believes the existing shareholders, and prospective new investors
and future sales will provide the additional cash needed to meet
the Company’s obligations as they become due and will allow the
development of its core business operations. No assurance can be
given that any future financing will be available or, if available,
that it will be on terms that are satisfactory to the Company.
Even if the Company is able to obtain additional financing, it may
contain restrictions on our operations, in the case of debt
financing or cause substantial dilution for our stockholders, in
case of equity financing."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1419793/000121390020038829/f10q0920_originclear.htm
About OriginClear
Headquartered in Los Angeles, California, OriginClear --
http://www.originclear.com-- is a provider of water treatment
solutions and the developer of a breakthrough water cleanup
technology. Through its wholly owned subsidiaries, OriginClear
provides systems and services to treat water in a wide range of
industries, such as municipal, pharmaceutical, semiconductors,
industrial, and oil & gas.
OriginClear reported a net loss of $27.47 million for the year
ended Dec. 31, 2019, compared to a net loss of $11.35 million for
the year ended Dec. 31, 2018. As of June 30, 2020, the Company had
$1.64 million in total assets, $28.24 million in total liabilities,
and a total shareholders' deficit of $26.60 million.
M&K CPAS, PLLC, in Houston, TX, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated May 29,
2020, citing that the Company suffered a net loss from operations
and has a net capital deficiency, which raises substantial doubt
about its ability to continue as a going concern.
PG&E CORP: May Face New State Regulators Scrutiny After Fires
-------------------------------------------------------------
David R. Baker of Bloomberg News reports that PG&E may face new
scrutiny from State regulators after fires.
California's top utility regulator warned PG&E Corp. that it may
place the company under "enhanced oversight and enforcement" -- a
process that can lead to new operating restrictions -- over its
tree-trimming practices.
Enhanced oversight process was created during PG&E's recent
bankruptcy, after company power lines sparked deadly wildfires.
Process can be triggered by repeated safety problems, or incidents
that destroy significant numbers of homes.
In letter Tuesday, November 24, 2020, president of the California
Public Utilities Commission warned PG&E that commission staff were
examining whether company should be placed in enhanced oversight
process.
About PG&E Corp.
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a managing
director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities. Morrison &
Foerster LLP, as special regulatory counsel. Munger Tolles & Olson
LLP, as special counsel.
The Office of the U.S. Trustee appointed an official committee of
creditors on Feb. 12, 2019. The Committee retained Milbank LLP as
counsel; FTI Consulting, Inc., as financial advisor; Centerview
Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.
On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants. The tort claimants' committee is represented by
Baker & Hostetler LLP.
PG&E Corporation and Pacific Gas and Electric Company announced
July 1, 2020, that PG&E has emerged from Chapter 11, successfully
completing its restructuring process and implementing PG&E's Plan
of Reorganization that was confirmed by the Bankruptcy Court on
June 20, 2020.
REMARK HOLDINGS: Posts $4.4 Million Net Income in Third Quarter
---------------------------------------------------------------
Remark Holdings, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing net income
of $4.41 million on $2.65 million of revenue for the three months
ended Sept. 30, 2020, compared to a net loss of $4.94 million on
$686,000 of revenue for the three months ended Sept. 30, 2019.
"The third quarter of 2020 was highlighted by a sequential quarter
over quarter doubling of revenue from China as the country emerged
from post-COVID-19 lock-downs. We were able to restart certain
projects, including the conversion of bank and mobile retail
outlets to smart stores, and smart school safety installations at
primary schools in several Provinces of China. We anticipate
another doubling of revenue from China in our fourth quarter,"
noted Kai-Shing Tao, chairman and chief executive officer of Remark
Holdings. "In the United States, we focused on growing our
distribution and channel partnerships for our AI platform, and we
expect to close additional deals in the fourth quarter."
"Our business has gone through a major transformation. We spent
the past five years building a robust AI platform that has been
recognized as having superior commercial solutions in the areas of
computer vision. We spent the past three years working to
commercialize the technology with world-class companies such as
China Mobile. Now, going into the fourth quarter of 2020 and the
first quarter of 2021, we are poised to report significant revenue
growth from China while simultaneously addressing large total
addressable market opportunities, and signing up new channel
partners. Finally, we are confident that we will have the
opportunity to monetize our stake in Sharecare which will provide
us with ample capital to execute all of our growth opportunities,
potentially repurchase shares and maintain a rock-solid balance
sheet," concluded Mr. Tao.
For the nine months ended Sept. 30, 2020, the Company reported a
net loss of $7.82 million on $5.37 million of revenue compared to a
net loss of $16.57 million on $4.76 million of revenue for the nine
months ended Sept. 30, 2019.
As of Sept. 30, 2020, the Company had $16.08 million in total
assets, $18.93 million in total liabilities, and a total
stockholders' deficit of $2.85 million.
Remark Holdings stated, "Our history of recurring operating losses,
working capital deficiencies and negative cash flows from operating
activities give rise to substantial doubt regarding our ability to
continue as a going concern.
"We intend to fund our future operations and meet our financial
obligations through revenue growth from our AI offerings, as well
as through sales of our thermal-imaging products. We cannot,
however, provide assurance that revenue, income and cash flows
generated from our businesses will be sufficient to sustain our
operations in the twelve months following the filing of this Form
10-Q. As a result, we are actively evaluating strategic
alternatives including debt and equity financings and potential
sales of investment assets or operating businesses.
"Conditions in the debt and equity markets, as well as the
volatility of investor sentiment regarding macroeconomic and
microeconomic conditions (in particular, in response to the
COVID-19 pandemic), will play primary roles in determining whether
we can successfully obtain additional capital. We cannot be
certain that we will be successful at raising additional capital.
"A variety of factors, many of which are outside of our control,
affect our cash flow; those factors include the effects of the
COVID-19 pandemic, regulatory issues, competition, financial
markets and other general business conditions. Based on financial
projections, we believe that we will be able to meet our ongoing
requirements for at least the next 12 months with existing cash,
cash equivalents and cash resources, and based on the probable
success of one or more of the following plans:
* develop and grow new product line(s)
* monetize existing assets
* obtain additional capital through debt and/or equity
issuances.
"However, projections are inherently uncertain and the success of
our plans is largely outside of our control. As a result, there is
substantial doubt regarding our ability to continue as a going
concern, and we may fully utilize our cash resources prior to
November 23, 2021."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1368365/000136836520000085/mark-20200930.htm
About Remark Holdings
Remark Holdings, Inc. (NASDAQ: MARK) --
http://www.remarkholdings.com/-- delivers an integrated suite of
AI solutions that enable businesses and organizations to solve
problems, reduce risk and deliver positive outcomes. The company's
easy-to-install AI products are being rolled out in a wide range of
applications within the retail, financial, public safety and
workplace arenas. The company also owns and operates digital media
properties that deliver relevant, dynamic content and ecommerce
solutions. The company is headquartered in Las Vegas, Nevada, with
additional operations in Los Angeles, California and in Beijing,
Shanghai, Chengdu and Hangzhou, China.
As of June 30, 2020, the Company had $23.08 million in total
assets, $30.52 million in total liabilities, and a total
stockholders' deficit of $7.44 million.
Cherry Bekaert LLP, in Atlanta, Georgia, the Company's auditor
since 2011, issued a "going concern" qualification in its report
dated May 29, 2020, citing that the Company has suffered recurring
losses from operations and negative cash flows from operating
activities and has a negative working capital and a stockholders'
deficit that raise substantial doubt about its ability to continue
as a going concern.
REVACH VENTURE: Gets OK to Hire Robinson Brog as Legal Counsel
--------------------------------------------------------------
Revach Venture LLC received approval from the U.S. Bankruptcy Court
for the Eastern District of New York to hire Robinson Brog Leinwand
Greene Genovese & Gluck P.C. as its legal counsel.
The firm's services include:
(a) advising the Debtor of its powers and duties under the
Bankruptcy Code in the continued operation of its business and the
management of its property;
(b) negotiating with creditors, preparing a plan of
reorganization and taking the necessary legal steps to consummate
the plan;
(c) appearing before the various taxing authorities to work
out a plan to pay taxes owing in installments;
(d) preparing legal documents;
(e) appearing before the court and representing the Debtor in
all matters pending before the court; and
(f) assisting the Debtor in connection with all aspects of its
Chapter 11 case.
The rates charged by the firm range from $450 to $750 per hour for
shareholders, $400 to $550 per hour for associates and counsel, and
$175 to $285 per hour for paralegals.
Robinson Brog received $25,000 as payment for fees and expenses
incurred to prepare the Debtor's bankruptcy filings.
Fred Ringel, Esq., a shareholder of Robinson Brog, disclosed in
court filings that the firm and its attorneys are "disinterested
persons" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Fred B. Ringel, Esq.
Robinson Brog Leinwand Greene Genovese & Gluck P.C.
875 Third Avenue
New York, NY 10022
Tel: (212) 603-6300
Email: fbr@robinsonbrog.com
About Revach Venture LLC
Revach Venture LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
20-43534) on Sept. 30, 2020. Shmelka Guttman, sole member, signed
the petition.
At the time of the filing, the Debtor was estimated to have
$500,000 to $1 million in assets and $1 million to $10 million in
liabilities.
Judge Elizabeth S. Stong oversees the case. Robinson Brog Leinwand
Greene Genovese & Gluck P.C. serves as the Debtor's legal counsel.
RHA STROUD: Appointment of PCO Necessary, Court Rules
-----------------------------------------------------
Judge Sarah A. Hall of the U.S. Bankruptcy Court for the W.D. of
Oklahoma entered an order directing the U.S. Trustee to appoint a
patient care ombudsman in the case of RHA Stroud LLC.
The order was issued since neither of the interested parties
responded to the U.S. Trustee's request for an order directing the
appointment of a PCO for the Debtor nor any of them objected to the
requested relief.
A copy of the Order is available at https://bit.ly/379MylU from
PacerMonitor.
About RHA Stroud LLC
RHA Stroud LLC and RHA Stroud LLC and RHA Anadarko, Inc., operate
two hospitals in rural Oklahoma -- the Stroud Regional Medical
Center in Stroud, Oklahoma, and The Physicians' Hospital in
Anadarko, in Anadarko, Oklahoma. They are the largest non-profit
health-care system in Lincoln and Caddo counties, with combined
annual revenues of $94.3 million in fiscal year 2019. One Cura
Health f/k/a One Cura Wellness is the parent non profit
organization.
Both hospitals are designated critical care facilities.
RHA Stroud LLC and RHA Anadarko, Inc., sought Chapter 11 protection
(Bankr. W.D. Okla. Case No. 20-13482 and 20-13483) on Oct. 25,
2020. RHA Stroud was estimated to have $10 million to $50 million
in assets and $50 million to $100 million in liabilities.
Akerman LLP, led by David W. Parham and Esther McKean, is the
Debtors' counsel. Rubenstein & Pitts, PLLC, led by Michael A
Rubenstein, is the Oklahoma counsel.
RHA STROUD: Seeks to Hire WithumSmith+Brown as Financial Advisor
----------------------------------------------------------------
RHA Stroud, Inc. and RHA Anadarko, Inc. seek approval from the U.S.
Bankruptcy Court for the Western District of Oklahoma to hire
WithumSmith+Brown, PC, as their accountant and financial advisor.
The firm will provide these services:
a. assist in the preparation of Debtors' tax returns;
b. assist in the preparation of monthly accounting;
c. assist in the preparation of cash flow forecasts,
valuations and financial advisory services necessary in the case;
d. attend meetings with the Debtors, and with federal, state
and local tax authorities; and
e. assist with preparation of Debtors' schedules and statement
of financial affairs; and
f. render such other services for the Debtors.
The hourly rates that Withum will charge for services rendered will
be as follows:
Partners & Principals $225 to $890
Managers & Senior Managers $220 to $630
Supervisors $210 to $475
Seniors $175 to $335
Staff Accountants $175 to $240
Para-Professionals $100 to $370
Kenneth DeGraw, who will be primarily responsible for the
engagement on behalf of Withum, will be paid an hourly rate of
$630.
Mr. DeGraw, a partner at WithumSmith+Brown, disclosed in a court
filing that his firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Kenneth DeGraw
WITHUMSMITH+BROWN, PC
200 Jefferson Park, Suite 400
Whippany, NJ 07981
Telephone: (973) 898-9494
Facsimile: (973) 898-0686
Email: kdegraw@withum.com
About RHA Stroud LLC
RHA Stroud Inc. and RHA Anadarko, Inc. operate two hospitals in
rural Oklahoma -- the Stroud Regional Medical Center in Stroud,
Okla., and The Physicians' Hospital in Anadarko, in Anadarko, Okla.
They are the largest non-profit health-care system in Lincoln and
Caddo counties, with combined annual revenues of $94.3 million in
fiscal year 2019. Both hospitals are designated critical care
facilities.
One Cura Health, formerly known as One Cura Wellness, is the parent
non-profit organization.
RHA Stroud and RHA Anadarko sought Chapter 11 protection (Bankr.
W.D. Okla. Case Nos. 20-13482 and 20-13483) on Oct. 25, 2020. RHA
Stroud was estimated to have $10 million to $50 million in assets
and $50 million to $100 million in liabilities.
Akerman LLP, led by David W. Parham, Esq., and Esther McKean, Esq.,
is the Debtors' bankruptcy counsel. Rubenstein & Pitts, PLLC, led
by Michael A. Rubenstein, Esq., is the Oklahoma counsel.
RJL ENTERTAINMENT: Hires Skrobarczyk & Partridge as Accountant
--------------------------------------------------------------
RJL Entertainment, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Skrobarczyk &
Partridge, LLP as its accountant.
Skrobarczyk & Partridge, through its principal William Skrobarczyk,
will analyze Debtor's records, calculate the amount of
pre-bankruptcy taxes due, provide expert testimony and prepare
financial projections for a proposed Chapter 11 plan. Mr.
Skrobarczyk's rate is $350 per hour.
The firm requested a cost deposit of $10,000.
Mr. Skrobarczyk disclosed in court filings that he and other
employees of Skrobarczyk & Partridge, do not represent any interest
adverse to the Debtor.
The firm can be reached through:
William Skrobarczyk, CPA, MBA, PFS
Skrobarczyk & Partridge Cpas LLP
711 N Carancahua St # 1700
Corpus Christi, TX 78401
Phone: +1 361-993-0065
About RJL Entertainment
RJL Entertainment Inc. owns and operates an adult entertainment
club in Corpus Christi, Texas.
On June 11, 2019, RJL Entertainment sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 19-20273).
At the time of the filing, the Debtor disclosed assets of between
$1 million and $10 million and liabilities of the same range.
Judge David R. Jones oversees the case. The Debtor tapped Jordan,
Holzer & Ortiz, P.C. as its legal counsel and Winans & Thompson, PC
as its accountant.
RUBY TUESDAY: Gets Court Nod to Start Sale of Company
-----------------------------------------------------
Peter Romeo of Restaurant Business reports that Ruby Tuesday has
been given a go-ahead by the bankruptcy court overseeing its
Chapter 11 filing to commence an auction for the sale of the
company or its parts, with bids due by the end of the business day
on Jan. 14, 2020.
The bankrupt parent of Ruby, RTI Holdings, has until Dec. 10, 2020
to find a "stalking horse" to effectively set a floor for the
bidding. With a stalking horse offer, the bidder is entitled to
reimbursement for most expenses related to making the initial bid
if a higher offer is subsequently submitted.
RTI has indicated that potential bidders could include Golden Sachs
Group and The TCW Group, a financial management concern. Both are
secured lenders to RTI, whose debts are pegged by bankruptcy
filings at $56.1 million. A majority of that sum is owed to the
two finance companies, according to press reports.
Goldman Sachs has just made an unspecified investment in Zaxby's.
RTI's bankruptcy filings indicate that the company is willing to be
sold whole or in part.
Permission to proceed with a sale was granted by the U.S.
Bankruptcy Court of Delaware after it decided in RTI's favor on the
question of which party owns the assets of a so-called "rabbi
trust" that was set up 35 years ago to provide certain retired
employees with pension funds. The court ruled last week that RTI
was entitled to the trust's assets, which amount to about $22.5
million in insurance policies and cash.
A sale of all or major parts of Ruby Tuesday would be another major
development in the story of a 48-year-old brand that has rattled
through one significant change after another in recent years. The
casual-dining pioneer has gone through a half-dozen CEOs since
early 2017. It was acquired for $335 million by NRD Capital, the
private-equity firm of franchise veteran Aziz Hashim, in October
2017.
At the time, the Ruby Tuesday chain consisted of 541 restaurants,
down from an all-time high of 840 units. Today, the brand extends
to 236 U.S. locations.
The brand has been struggling for much of the past decade. It opted
for Chapter 11 bankruptcy protection after the pandemic wiped out
dining room sales.
About Ruby Tuesday Inc.
Founded in 1972 in Knoxville, Tennessee, Ruby Tuesday, Inc. --
http://www.rubytuesday.com/-- is dedicated to delighting guests
with exceptional casual dining experiences that offer
uncompromising quality paired with passionate service every time
they visit. From signature handcrafted burgers to the farm-grown
goodness of the Endless Garden Bar, Ruby Tuesday is proud of its
long-standing history as an American classic and international
favorite for nearly 50 years. The Company currently owns, operates
and franchises casual dining restaurants in the United States,
Guam, and five foreign countries under the Ruby Tuesday®
brand.
On Oct. 7, 2020, Ruby Tuesday, Inc., and 50 affiliates sought
Chapter 11 protection. The lead case is In re RTI Holding Company,
LLC (Bankr. D. Del. Lead Case No. 20-12456).
Ruby Tuesday was estimated to have $100 million to $500 million in
assets as of the bankruptcy filing.
The Hon. John T. Dorsey is the case judge.
Ruby Tuesday is advised by Pachulski Stang Ziehl & Jones LLP as
legal counsel, CR3 Partners, LLC, as financial advisor, FocalPoint
Securities, LLC, as investment banker, and Hilco Real Estate, LLC,
as lease restructuring advisor. Epiq is the claims agent,
maintaining the page https://dm.epiq11.com/RubyTuesday
RUBY TUESDAY: Proposes Dual-Path Plan
-------------------------------------
RTI Holding Company, LLC, et al., submitted a Chapter 11 Plan that
is supported by their prepetition secured creditors.
The Plan reflects the agreement reached among the Debtors and
Prepetition Secured Creditors to follow a dual path whereby the
Debtors will either reorganize via a consensual transaction that
would provide for the Debtors to emerge from these chapter 11
proceedings under new ownership by the Prepetition Secured
Creditors or sell their assets as a going concern.
The Debtors and the Prepetition Secured Creditors determined that
it was the best option for the Debtors to file for chapter 11 with
an agreement on a Plan that provides the possibility of recoveries
to all of the Debtors' stakeholders and allows the Debtors to
undertake the necessary financial and operational restructurings.
The Plan reflects the agreement reached with the Prepetition
Secured Creditors to reorganize the Debtors as a going-concern
business, back-stopped by a parallel sale process.
The Debtors and the Prepetition Secured Creditors believe that the
financial restructurings, the operational restructuring (through,
among other things, focused lease rejections) and the other
transactions reflected in the Plan will position the Reorganized
Debtors well to succeed post emergence from bankruptcy. With a
sustainable business plan and adequate operating liquidity, the
Reorganized Debtors will be positioned to compete more effectively
in the evolving restaurant industry.
As of the Petition Date, the Debtors had outstanding funded debt
obligations in the aggregate principal amount of approximately
$37.91 million, and related interest and accruals. Additionally,
as of the Petition Date, the Debtors had an estimated $18.8 million
of outstanding accounts payable, on an unsecured basis, to vendors,
customers, service providers, and landlords.
The Plan proposes to treat claims as follows:
* Class 3 Prepetition Secured Debt Claims totaling $37.91
million is impaired. Each Holder of an Allowed Subclass 3A Claim
shall receive, in full satisfaction, settlement, discharge and
release of, and in exchange for such claim, its Pro Rata share of
(i) the GS Cash Payment, (ii) any GS Adjustment Equity, and (iii)
one hundred percent (100%) of the equity in RT Lodge Company; and
unless it has been paid in full previously from Net Sale Proceeds,
each Holder of an Allowed Subclass 3B Claim shall receive, in full
satisfaction, settlement, discharge and release of, and in exchange
for such claim, its Pro Rata share of (i) the TCW Cash Payment and
(ii) one hundred percent (100%) of the equity in RT Asset Company
less any GS Adjustment Equity.
* Class 4 General Unsecured Claims totaling $112.1 - 117.4
Million is impaired. Subject to ARTICLE VII.B.3 of the Plan, each
Holder of an Allowed General Unsecured Claim, in full satisfaction,
settlement, discharge and release of, and in exchange for, such
Allowed General Unsecured Claims shall receive its Pro Rata share
of [___] (the "Class 4 Aggregate Cash Distribution").
* Class 7 Dissenters Claims. This class is impaired. On the
Effective Date, pursuant to section 510(b) of the Bankruptcy Code,
the Dissenters Claims shall be subordinated to the same priority as
Equity Interests in RTI and shall be extinguished.
* Class 8 Equity Interests in Holding. This class is impaired.
On the Effective Date, the Equity Interests in Holding shall be
extinguished.
Unless an Alternative Exit Lender is providing an Alternative Exit
Facility under alternative terms, the Exit L/C Facility shall be an
up to $10,000,000 (or such lesser amount agreed to by the parties)
standby letter of credit facility provided by the Exit Lender as a
new facility to RT Asset Company on the Effective Date, which
facility shall be First Out and secured by a first Lien (which is
pari passu with the Lien of the Exit Term Loan Facility) on
substantially all of the assets of RT Asset Company and which shall
have GS Bank or its affiliate as issuing bank. GS Bank or its
affiliate shall serve as the initial issuer of all replacement and
re-issued standby letters of credit under the Exit L/C Facility,
including, without limitation, the roll up of $9,600,000 of
outstanding letters of credit under the DIP Facility; provided,
that in no event shall any letter of credit issued by GS Bank or
its affiliate under the Exit L/C Facility have an expiration date
later than one (1) year from the Effective Date; provided further
that the Exit Loan Documents shall provide GS Bank or its
affiliate, as applicable, with all of the rights related to cash
collateralization that GS Bank possesses in its capacity as
"Issuing Bank" under the DIP Credit Agreement, which cash
collateralization rights shall be acceptable to GS Bank or its
affiliate, as applicable, in its sole discretion.
A full-text copy of the Disclosure Statement dated November 7,
2020, is available at https://tinyurl.com/y6ehdp49 from
PacerMonitor.com at no charge.
Counsel for the Debtors:
Richard M. Pachulski
Malhar S. Pagay
James E. O'Neill
PACHULSKI STANG ZIEHL & JONES LLP
Victoria A. Newmark (CA Bar No. 183581)
919 North Market Street, 17th Floor
Wilmington, DE 19899-8705 (Courier 19801)
Telephone: 302/652-4100
Facsimile: 302/652-4400
E-mail: rpachulski@pszjlaw.com
mpagay@pszjlaw.com
joneill@pszjlaw.com
vnewmark@pszjlaw.com
About RTI Holding Company
RTI Holding Company, LLC and its affiliates develop, operate and
franchise casual dining restaurants in the United States, Guam and
five foreign countries under the Ruby Tuesday brand. The
company-owned and operated restaurants (i.e. non-franchise) are
concentrated primarily in the Southeast, Northeast, Mid-Atlantic
and Midwest regions of the United States.
On Oct. 7, 2020, RTI Holding Company and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 20-12456). At the time of the filing, the Debtors
disclosed assets of between $100 million and $500 million and
liabilities of the same range.
Judge John T. Dorsey oversees the cases.
Pachulski Stang Ziehl & Jones LLP and CR3 Partners LLC serve as the
Debtors' legal counsel and financial advisor respectively. Epiq
Corporate Restructuring LLC is the claims, noticing and
solicitation agent and administrative advisor.
SAN LUIS & RIO: Trustee Taps Hall & Evans as Special Counsel
------------------------------------------------------------
William A. Brandt, Jr., the Chapter 11 trustee for San Luis & Rio
Grande Railroad, Inc., seeks approval from the U.S. Bankruptcy
Court for the District of Colorado to hire Hall & Evans, P.C. as
his special counsel.
The firm will provide any legal advice in connection with the
Debtor's bankruptcy case.
The hourly rates to be charged by Hall & Evans are:
Shareholder $205
Associates $175
Paralegals $85
Keith Goman, Esq., a member at Hall & Evans, disclosed in court
filings that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Keith Goman, Esq.
HALL & EVANS, P.C.
1001 17th Street, Suite 300
Denver, CO 80202
Telephone: (303) 628-3300
Facsimile: (303) 628-3368
About San Luis & Rio Grande Railroad Inc.
San Luis & Rio Grande Railroad, Inc., operates the San Luis & Rio
Grande Railroad.
On Oct. 16, 2019, an involuntary Chapter 11 petition was filed
against San Luis & Rio Grande Railroad by creditors, Ralco LLC,
South Middle Creek Road Association and The San Luis Central
Railroad Co. (Bankr. D. Colo. Case No. 19-18905).
The petitioning creditors are represented by Brownstein Hyatt
Farber Schrec and Graves Dougherty Hearon & Moody.
Judge Thomas B. McNamara oversees the case.
Williams A. Brandt Jr. was appointed as Chapter 11 trustee for San
Luis & Rio Grande Railroad. The trustee is represented by Markus
Williams Young & Hunsicker LLC.
SANUWAVE HEALTH: Incurs $6 Million Net Loss in Third Quarter
------------------------------------------------------------
SANUWAVE Health, Inc., filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $6.01 million on $1.97 million of total revenues for the three
months ended Sept. 30, 2020, compared to a net loss of $2.75
million on $197,640 of total revenues for the three months ended
Sept. 30, 2019.
For the nine months ended Sept. 30, 2020, the Company reported a
net loss of $12.64 million on $2.20 million of total revenues
compared to a net loss of $7.68 million on $692,579 of total
revenues for the nine months ended Sept. 30, 2019.
As of Sept. 30, 2020, the Company had $32.87 million in total
assets, $33.74 million in total liabilities, and a total
stockholders' deficit of $873,002.
The Company does not currently generate significant recurring
revenue and may require additional capital during 2020. As of
Sept. 30, 2020, the Company had cash and cash equivalents of
$5,391,591. For the nine months ended Sept. 30, 2020, the net cash
used by operating activities was $9,779,889. The Company said
those factors raise substantial doubt about its ability to continue
as a going concern for a period of at least twelve months from the
filing of this report.
SANUWAVE stated, "The continuation of the Company's business is
dependent upon raising additional capital to fund operations.
Management's plans are to obtain additional capital through
investments by strategic partners for market opportunities, which
may include strategic partnerships or licensing arrangements, or
raise capital through the issuance of common or preferred stock,
securities convertible into common stock, or secured or unsecured
debt. These possibilities, to the extent available, may be on
terms that result in significant dilution to the Company's existing
shareholders. Although no assurances can be given, management of
the Company believes that potential additional issuances of equity
or other potential financing transactions as discussed above should
provide the necessary funding for the Company to continue as a
going concern. If these efforts are unsuccessful, the Company may
be forced to seek relief through a filing under the U.S. Bankruptcy
Code. The condensed consolidated financial statements do not
include any adjustments that might be necessary if the Company is
unable to continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1417663/000114036120026351/brhc10016968_10q.htm
About SANUWAVE Health
Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc.
(OTCQB:SNWV) -- http://www.SANUWAVE.com-- is a shockwave
technology company initially focused on the development and
commercialization of patented noninvasive, biological response
activating devices for the repair and regeneration of skin,
musculoskeletal tissue and vascular structures. SANUWAVE's
portfolio of regenerative medicine products and product candidates
activate biologic signaling and angiogenic responses, producing new
vascularization and microcirculatory improvement, which helps
restore the body's normal healing processes and regeneration.
SANUWAVE applies its patented PACE technology in wound healing,
orthopedic/spine, plastic/cosmetic and cardiac conditions. Its
lead product candidate for the global wound care market, dermaPACE,
is US FDA cleared for the treatment of Diabetic Foot Ulcers. The
device is also CE Marked throughout Europe and has device license
approval for the treatment of the skin and subcutaneous soft tissue
in Canada, South Korea, Australia and New Zealand. SANUWAVE
researches, designs, manufactures, markets and services its
products worldwide, and believes it has demonstrated that its
technology is safe and effective in stimulating healing in chronic
conditions of the foot (plantar fasciitis) and the elbow (lateral
epicondylitis) through its U.S. Class III PMA approved OssaTron
device, as well as stimulating bone and chronic tendonitis
regeneration in the musculoskeletal environment through the
utilization of its OssaTron, Evotron and orthoPACE devices in
Europe, Asia and Asia/Pacific. In addition, there are
license/partnership opportunities for SANUWAVE's shockwave
technology for non-medical uses, including energy, water, food and
industrial markets.
SANUWAVE reported a net loss of $10.43 million for the year ended
Dec. 31, 2019, compared to a net loss of $11.63 million for the
year ended Dec. 31, 2018. As of June 30, 2020, the Company had
$3.41 million in total assets, $15.78 million in total liabilities,
$2.25 million in redeemable preferred stock, series C convertible,
$200,000 in redeemable preferred stock, series D convertible, and a
total stockholders' deficit of $14.82 million.
Marcum LLP, in New York, NY, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
30, 2020 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.
SHALE FARMS: Gets Court Approval to Hire Appraiser
--------------------------------------------------
Shale Farms, LLC received approval from the U.S. Bankruptcy Court
for the Eastern District of Tennessee to hire Roger Cameron, a real
estate appraiser practicing in Tennessee.
The Debtor will need an appraisal of its real property in case the
mediation regarding the objection filed by creditor William Martin
to its plan of reorganization is not successful.
Mr. Cameron will be paid at an hourly rate of $200, plus
out-of-pocket expenses.
Mr. Cameron disclosed in court filings that he is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The appraiser holds office at:
Roger Cameron
1226 Spring Creek Rd.
Dandridge, TN 37725
Telephone: (423) 397-2480
About Shale Farms
Shale Farms, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Tenn. Case No. 20-31787) on July 29, 2020. Roy E. Tolliver,
the company's manager, signed the petition.
At the time of the filing, Debtor had estimated assets of between
$500,001 and $1 million and liabilities of between $100,001 and
$500,000.
The Debtor hired Moore and Brooks, as counsel.
SORROEIX INC: Case Summary & 17 Unsecured Creditors
---------------------------------------------------
Debtor: Sorroeix, Inc.
4260 Spring Creek Road
Lavinia, TN 38348
Chapter 11 Petition Date: November 25, 2020
Court: United States Bankruptcy Court
Western District of Tennessee
Case No.: 20-11492
Judge: Hon. Jimmy L. Croom
Debtor's Counsel: Steven N. Douglas, Esq.
HARRIS SHELTON, PLLC
40 S. Main Street, Suite 2210
Memphis, TN 38103-2555
Tel: (901) 525-1455
Fax: (901) 526-4084
Email: sdouglass@harrisshelton.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Matthew Jones, president/CEO.
A copy of the petition containing, among other items, a list of the
Debtor's 17 unsecured creditors is available at for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/4W535CA/Sorroeix_Inc__tnwbke-20-11492__0001.0.pdf?mcid=tGE4TAMA
STARFISH HOLDCO: S&P Alters Outlook to Stable, Affirms 'B-' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative and
affirmed its 'B-' issuer credit rating on Data integrity software
provider Starfish Holdco LLC (d/b/a Precisely).
In addition, S&P affirmed its 'B-' issue-level rating on the
company's first-lien term loan; the '3' recovery rating is
unchanged. S&P also affirmed its 'CCC' issue-level rating on the
company's second-lien term loan; the '6' recovery rating is
unchanged.
Precisely has not had issues with its operating performance through
the integration of the Pitney Bowes business and the COVID-19
pandemic. When Starfish, which was doing business as Syncsort at
the time, acquired Pitney Bowes' S&D business segment back in
October 2019, S&P noted there would be integration risk because
this was a merger of equals with significant restructuring costs
and the Pitney Bowes' S&D was a weaker business than Syncsort's. In
March of 2020, the COVID-19 pandemic hit resulting in large
macroeconomic repercussions and leading to tremendous uncertainty
about the global economy. In May, Starfish also integrated the
combined companies and rebranded them as Precisely, with a focus on
providing end-to-end data integrity solutions. However, during this
integration and rebranding process and the macroeconomic fallout
from the pandemic, Precisely has continued to exhibit stable
operating performance.
Precisely has seen modest organic revenue growth through the first
three quarters of 2020 compared to 2019 due to good growth in
subscription and SaaS revenue. While perpetual license and
professional services sales are down more than 10%, Precisely has
been able to increase subscription and SaaS revenue more than 20%
to help offset that decline. Precisely has been able to increase
recurring revenue from the high-70% area to mid-80% area in over a
years' time, which S&P believes can help further mitigate the
macroeconomic volatility and disruptions to business operations.
S&P believes that as companies continue to use data as the primary
driver to make business decisions, data integrity platforms such as
Precisely, should have decent growth prospects over the next few
years.
S&P said, "We expect Precisely's leverage will decrease on its good
EBITDA margin expansion and by paying down debt. While Precisely
has been able to generate modest organic growth, it also has been
able to achieve additional cost synergies. We initially believed
the Pitney Bowes S&D acquisition would generate around $50 million
in synergies. However, now that Precisely has fully achieved the
$50 million synergy plan, management believes it can execute
another $10 million in synergies related to planned force
reductions and real estate lease exits. We believe that Precisely
should be able to achieve low-40% area EBITDA margins as it
achieves synergies and one-time costs roll off in 2021."
"In October, Precisely also divested a piece of the Pitney Bowes'
business for around $95 million. While Precisely will lose some
revenue and EBITDA contribution from the divestiture, we expect it
will use some of the funds to pay down its current existing
revolver balance and initiate debt repayment. We believe that with
the EBITDA margin expansion and debt paydown, Precisely should be
able to decrease leverage to the mid-6x area in 2021."
"While unadjusted free operating cash flow (FOCF) will be negative
in 2020 on large one-time acquisition costs, we believe that
Precisely can generate positive free cash flow in 2021. Precisely
has incurred large one-time restructuring and integration costs
related to the acquisition of the Pitney S&D business. We expect
that Pitney will incur more than $75 million of one-time costs,
which will keep free cash flow generation negative in 2020.
However, we expect a significant portion of the one-time costs to
roll off in 2021. In addition, Precisely usually has low capital
expenditures (capex) of around $20 million, which should help it
drive positive free cash generation. We expect that modest organic
growth, EBITDA margin expansion on additional synergies and
expected one-time cost acquisition roll offs should help Precisely
generate more than $40 million of unadjusted FOCF in 2021."
"The stable outlook reflects our expectation that Precisely will
continue to have stable performance through the completed
integration of Pitney Bowes' S&D business and the macroeconomic
impact from the pandemic. We expect the modest organic demand from
its strong recurring revenue and good EBITDA margin expansion from
its synergies, will help drive leverage to the mid-6x area in
2020."
"We could consider a downgrade within the next 12 months if
Precisely is not able to generate positive FOCF after debt service,
inclusive of integration and restructuring costs, because in this
case we would question the sustainability of its capital structure.
This could occur if Precisely experienced disruptions to the
business due to its additional cost-savings plan or waning demand
on its subscription or SaaS solutions."
"While unlikely over the next 12 months, we could consider an
upgrade if Precisely was able to keep leverage sustained below 7x
inclusive of debt-funded acquisitions and shareholder returns, and
generated FOCF to debt above 5%. Precisely could achieve this if it
is able to increase organic growth on its subscription and SaaS
revenue and achieve its additional cost savings without disruptions
to the business."
SUN PACIFIC: Incurs $286K Net Loss in Third Quarter
---------------------------------------------------
Sun Pacific Holding Corp filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $286,280 on $88,459 of revenues for the three months ended Sept.
30, 2020, compared to a net loss of $643,678 on $49,448 of revenues
for the three months ended Sept. 30, 2019.
For the nine months ended Sept. 30, 2020, the Company reported a
net loss of $1.22 million on $255,240 of revenues compared to a net
loss of $1.92 million on $259,736 of revenues for the nine months
ended Sept. 30, 2019.
As of Sept. 30, 2020, the Company had $8.84 million in total
assets, $14.20 million in total liabilities, and a total
stockholders' deficit of $5.36 million.
For the nine months ended Sept. 30, 2020 and 2019, the Company
incurred losses from operations of $818,646 and $935,388,
respectively. The Company had a working capital deficit of
$12,930,939 as of Sept. 30, 2020. These circumstances, the Company
said, raise substantial doubt about its ability to continue as a
going concern.
Sun Pacific stated, "The Company's ability to continue as a going
concern is dependent on its ability to raise the additional capital
to meet short and long-term operating requirements. Management is
continuing to pursue external financing alternatives to improve the
Company's working capital position however additional financing may
not be available upon acceptable terms, or at all. If the Company
is unable to obtain the necessary capital, the Company may have to
cease operations."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1343465/000149315220022329/form10q.htm
About Sun Pacific
Headquartered in Manalapan NJ, Sun Pacific Holding Corp --
http://www.sunpacificholding.com/-- offers "Next Generation" solar
panel and lighting products by working closely with design,
engineering, integration and installation firms in order to deliver
turnkey solar and other energy efficient solutions. It provides
solar bus stops, solar trashcans and "street kiosks" that utilize
advertising offerings that provide State and local municipalities
with costs efficient solutions. The Company provides general,
electrical, and plumbing contracting services to a range of both
public and commercials customers in support of its goals of
expanding its green energy market reach.
Sun Pacific reported a net loss of $1.78 million for the year ended
Dec. 31, 2019, compared to a net loss of $1.77 million for the year
ended Dec. 31, 2018. As of June 30, 2020, the Company had $8.79
million in total assets, $13.87 million in total liabilities, and a
total stockholders' deficit of $5.07 million.
Turner, Stone & Company, L.L.P., in Dallas, Texas, the Company's
auditor since 2017, issued a "going concern" qualification in its
report dated May 20, 2020, citing that the Company has suffered
recurring losses from operations since inception and has a
significant working capital deficiency, both of which raise
substantial doubt about its ability to continue as a going concern.
SYNERGY PHARMACEUTICALS: Cole Schotz Lacks Standing on Fee Claim
----------------------------------------------------------------
In the bankruptcy case captioned In re: Synergy Pharmaceuticals
Inc., et al., Chapter 11, Debtors, Case No. 18-14010 (JLG), Jointly
Administered (Bankr. S.D.N.Y.), Bankruptcy Judge James L. Garrity,
Jr. denied the application of Cole Schotz, P.C. as former counsel
for the Ad Hoc Committee of Equity Holders, for allowance of an
administrative expense claim and for counsel's services incurred in
making a substantial contribution in the bankruptcy cases. Judge
Garrity held that the Firm lacks standing to assert the Fee Claim.
On Dec. 12, 2018, Debtors Synergy Pharmaceuticals, Inc. and Synergy
Advanced Pharmaceuticals, Inc. filed voluntary petitions for relief
under chapter 11 of the Bankruptcy Code. By order dated April 25,
2019, the Debtors confirmed their Modified Fourth Amended Joint
Plan of Reorganization. Cole Schotz, P.C. is a law firm that acted
as counsel to an ad hoc group of shareholders in these jointly
administered chapter 11 cases for approximately one month after the
Petition Date. Its role ended on Jan. 29, 2019 when the Office of
the United States Trustee appointed an Official Committee of Equity
Holders.
The Equity Committee did not retain the Firm to serve as its
counsel. The Firm has filed an application pursuant to sections
503(b)(3)(D) and 503(b)(4) of the Bankruptcy Code seeking payment
of professional fees and expenses aggregating $112,216.30, that it
says it incurred on behalf of the Ad Hoc Shareholders Group, and
based on the group's substantial contribution to the Debtors'
chapter 11 cases. The claim is exclusive of the $32,990 retainer
paid by members of the Ad Hoc Shareholders Group to the Firm.
Portage Point Partners, LLC is the Plan Administrator appointed
under the Modified Fourth Amended Plan. It objects to the
Application. CRG Servicing LLC as agent for, and on behalf of, the
Prepetition Term Lenders and John W. Noble, the Litigation Trustee
under the Modified Fourth Amended Plan join in the Objection.
The Plan Administrator argued the Firm is not authorized to file
the Application for two reasons. First, it asserted that the Firm
lacks standing to seek payment of an administrative expense under
section 503(a) because it is not among the entities identified in
section 503(b)(3)(D) as being eligible to do so. The Plan
Administrator argued that, in this instance, the Ad Hoc
Shareholders Group, not the Firm, must first file an application
under sections 503 for the allowance and payment of the Fee Claim.
The Firm disputed that contention.
The Firm argued that even if the members of the Ad Hoc Shareholders
Group are not responsible for the payment of the Fee Claim, it is
nonetheless entitled to payment of that fee pursuant to section
503(b)(4). As support, it relied on In re Western Asbestos Co., 318
B.R. 527 (Bankr. N.D. Cal. 2004). In that case, the issue before
the bankruptcy court was "whether an attorney may obtain an
administrative claim for fees and expenses [under section 503 of
the Bankruptcy Code] for its creditor client's substantial
contribution to a chapter 11 case when its creditor client has no
obligation to pay those fees and expenses." The court held that
under those circumstances, "an attorney may obtain an
administrative claim [under section 503(b)(4)][.]" There, three
debtors in the administratively consolidated cases were at one time
distributors and installers of building materials containing
asbestos. All three entities and their insurance companies were
actual and/or potential defendants in lawsuits filed by individuals
exposed to asbestos who had either developed a disease as a result
of their exposure or feared that they would do so in the future.
The Stutzman Firm served as co-counsel to a group of asbestos
claimants pursuant to an arrangement whereby its fees and expenses
were paid by its co-counsel. After the debtors confirmed their plan
of reorganization, Baron & Budd filed an application (the "503(b)
Application") for payment of the Stutzman Firm's attorney fees and
expenses under section 503(b)(3)(D) of the Bankruptcy Code. The
Futures Representative objected to the application.
During the hearing on the 503(b) Application, the attorneys
disclosed that Baron & Budd compensated the Stutzman Firm for its
services and did not claim the right to seek reimbursement for
those payments from its asbestos claimant clients. Id. The
bankruptcy court found that Baron & Budd had no right to an
administrative claim for the Stutzman Firm's attorneys' fees and
expenses pursuant to section 503(b)(3)(D) because the asbestos
claimants, not Baron & Budd, were creditors of the debtors, the
asbestos claimants did not incur any obligation to pay the Stutzman
Firm's fees, and attorneys' fees and expenses are expressly
excluded from section 503(b)(3).
However, the court found that Baron & Budd could assert that claim
under section 503(b)(4). In construing the relationship between
sections 503(b)(3)(D) and 503(b)(4), the court found that a
"natural reading" of the statute is that section 503(b)(3)(D)
"permits an administrative claim for expenses other than attorneys'
fees and expenses that are actually incurred by a creditor who made
a substantial contribution[,]" while section 503(b)(4) "permits an
administrative claim for attorneys' fees and expenses of an
attorney who represents a creditor who made a substantial
contribution regardless of whether the fees and expenses were
incurred by the creditor." In reaching that conclusion, the
bankruptcy court rejected certain "dicta" in In re Sedona
Institute, 220 B.R. 74 (9th Cir. BAP 1998). As described by the
Western Asbestos court, in that case, in reversing and remanding an
order of the bankruptcy court denying a law firm's administrative
expense claim for making a substantial contribution, the bankruptcy
appellate panel directed the trial court to (i) consider whether
the creditor had made a substantial contribution, and (ii) whether
the creditor had any obligation to pay the attorneys' fees and
expenses.
The Firm asserted that the "the sound policy and reasoning of
Western Asbestos and its rejection of the dicta in Sedona Institute
should guide this Court." According to Judge Garrity, in making
that argument the Firm failed to account for Judge Lynch's
rejection, in In re Olsen, of the Western Asbestos court's
construction of section 503(b)(4). In Olsen, the law firm cited
Western Asbestos as support for its contention that it could seek
fees under section 503 even though no payment obligation had been
incurred by its creditor client.
The Court found Judge Lynch's analysis of the interplay of sections
503(b)(3) and (b)(4) more persuasive than that of the Western
Asbestos court. The Firm lacks standing under section 503 to file
the Application on behalf of the Ad Hoc Shareholders Group because
the members of the group have no obligation to pay the fees that
comprise the Fee Claim. For that reason, the Court denied the
Application.
However, even assuming, arguendo, that the Firm has standing to
assert the Fee Claim under section 503 of the Bankruptcy Code, the
claim nonetheless fails because the Firm has not met its burden of
demonstrating that the Ad Hoc Shareholders Group made a
"substantial contribution" to these chapter 11 cases, the Court
said.
A full-text copy of the Court's Memorandum Decision and Order dated
Nov. 5, 2020 is available at https://bit.ly/3kpuxo6 from
Leagle.com.
About Synergy Pharmaceuticals
Synergy (NASDAQ: SGYP) -- http://www.synergypharma.com/-- is a
biopharmaceutical company focused on the development and
commercialization of novel gastrointestinal (GI) therapies. The
company has pioneered discovery, research and development efforts
around analogs of uroguanylin, a naturally occurring human GI
peptide, for the treatment of GI diseases and disorders. Synergy's
proprietary GI platform includes one commercial product TRULANCE(R)
(plecanatide) and a second product candidate - dolcanatide.
Synergy Pharmaceuticals Inc. (Lead Case) and its subsidiary Synergy
Advanced Pharmaceuticals, Inc., filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 18-14010) on Dec. 12,
2018.
In the petitions signed by Gary G. Gemignani, executive vice
president and chief financial officer, the Debtors posted total
assets of $83,039,825 and total liabilities of $179,282,378 as of
Sept. 30, 2018.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as
bankruptcy counsel; Sheppard, Mullin, Richter & Hampton LLP as
special counsel; FTI Consulting, Inc. as financial advisor;
Centerview Partners Holdings LP as investment banker; and Prime
Clerk LLC, as notice and claims agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on Dec. 20, 2018. The committee hired Latham &
Watkins LLP as its legal counsel, Alvarez & Marsal North America,
LLC as its restructuring advisor, and Jefferies LLC as its
investment banker.
On Jan. 29, 2019, the U.S. trustee appointed a committee to
represent the Debtors' equity security holders. Gibson Dunn &
Crutcher LLP is the equity committee's legal counsel.
TBH19 LLC: Must Show Cause re Trustee Appointment, Ch. 7 Conversion
-------------------------------------------------------------------
The Bankruptcy Court issued an expanded order, dated Nov. 24, 2020,
to show cause whether a chapter 11 trustee should be appointed for
TBH19, LLC, or the case should be converted to a case under chapter
7.
The expanded show cause order seeks to address the issue of whether
gross mismanagement and/or incompetence exists such that either a
chapter 11 trustee should be appointed or the case should be
converted to a case under chapter 7. The hearing on the expanded
order is set for February 4, 2021.
A copy of the Expanded Order is available at https://bit.ly/3qel8UG
from PacerMonitor.com.
About TBH19 LLC
TBH19, LLC, owns a single-family residential property located at
1011 N. Beverly Hills, Calif., having an appraised value of $125
million. The residence is considered one of the crowning
achievements of renowned architect Gordon Kaufmann and was built in
1927 for Milton Getz, executive director of the Union Bank & Trust
Company. TBH19 is managed by Lenard M. Ross.
TBH19 sought for Chapter 11 protection (Bankr. C.D. Cal. Case No.
19-23823) on Nov. 24, 2019. The Debtor disclosed total assets of
$125,042,955 and total liabilities of $75,126,312 as of the
bankruptcy filing. Judge Vincent P. Zurzolo oversees the case.
The Law Offices of Robert M. Yaspan, is the Debtor's legal counsel.
TD HOLDINGS: Signs $20 Million Securities Purchase Agreement
------------------------------------------------------------
TD Holdings, Inc. and certain investors entered into a securities
purchase agreement, pursuant to which the Company agreed to sell to
such Purchasers an aggregate of 8,000,000 shares of common stock in
a registered direct offering, for gross proceeds of approximately
$20 million. The purchase price for each share of Common Stock is
$2.50.
The Company currently intends to use the net proceeds from the
Offering for working capital and general corporate purposes. The
Offering is expected to close on or about Nov. 25, 2020, upon the
satisfaction or waiver of customary closing conditions.
The Offering has been registered under the Securities Act pursuant
to the Company's shelf registration statement on Form S-3, as
amended (File No. 333-239757), as supplemented by the Prospectus
Supplement dated Nov. 24, 2020 relating to the sale of the Shares.
About TD Holdings
Headquartered in Beijing, People's Republic of China, TD Holdings,
Inc., (formerly known as Bat Group, Inc.) operates a luxurious car
leasing business as well as a commodities trading business
operating in China.
For the year ended Dec. 31, 2019, the Company incurred net loss
from continuing operations of approximately $6.94 million, and
reported cash outflows of approximately $2.17 million from
operating activities. These factors caused concern as to the
Company's liquidity as of Dec. 31, 2019.
TEMBLOR PETROLEUM: Gets OK to Hire Brown Armstrong as Accountant
----------------------------------------------------------------
Temblor Petroleum Company, LLC received approval from the U.S.
Bankruptcy Court for the Eastern District of California to employ
Brown Armstrong, A Professional Corporation as its accountant.
The Debtor is in need of an accountant to prepare its income tax
returns and financial statements, prepare Schedule K-1's for its
members, and give advice on business management and planning.
Brown Armstrong will be paid at these rates:
Clint W. Baird, CPA $300 per hour
Alexis Ragus, Tax Manager $150 per hour
Staff Members $100 - $180 per hour
Brown Armstrong will also be reimbursed for out-of-pocket expenses
incurred.
Clint Baird, Esq., a partner at Brown Armstrong, disclosed in court
filings that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
Brown Armstrong can be reached at:
Clint W. Baird, CPA
Brown Armstrong, A Professional Corporation
2177 S.W. Main Street
Portland, OR 97205-1190
Tel: (503) 221-1776
Fax: (503) 223-6918
About Temblor Petroleum Company
Temblor Petroleum Company, LLC is part of the oil and gas
exploration and production industry. It is based in Bakersfield,
Calif.
Temblor Petroleum Company filed a Chapter 11 petition (Bankr. E.D.
Cal. Case No. 20-11367) on April 9, 2020. In its petition, the
Debtor disclosed $12,688,376 in assets and $12,198,911 in
liabilities. Philip Bell, managing member, signed the petition.
Judge Fredrick E. Clement oversees the case.
The Law Offices of Leonard K. Welsh serves as the Debtor's
bankruptcy counsel.
TONOPAH SOLAR: Faces Chapter 11 Feasibility Challenges
------------------------------------------------------
Law360 reports that unsecured creditors of a massive, bankrupt, $1
billion Nevada solar power plant, Tonopah Solar Energy LLC, pressed
arguments in Delaware on Friday, November 20, 2020, that the
company's Chapter 11 assumptions are far too sunny, with a plan
that will earn too little and give away too much. The objections
surfaced during a daylong, unfinished confirmation hearing for
Tonopah's plan, with U.S. Bankruptcy Judge Karen B. Owens noting
early on that "feasibility" was a crucial question for the court.
At issue is a bankruptcy restructuring proposal by Tonopah that
would hand the still-under-repair Crescent Dunes Solar Energy
Project to construction contractor Cobra Thermosolar Plants Inc.
About Tonopah Solar Energy
Tonopah Solar Energy, LLC owns and operates a net 110-megawatt
concentrated solar energy power plant located near Tonopah in Nye
County, Nevada. The power plant is also known as the Crescent Dunes
Solar Energy Project, which is the first utility-scale concentrated
solar power plant in the United States to be fully integrated with
energy storage technology.
Tonopah Solar Energy sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 20-11884) on July 30,
2020. At the time of the filing, Debtor had estimated assets of
between $500 million and $1 billion and liabilities of between $100
million and $500 million.
Judge Karen B. Owens oversees the case.
The Debtor tapped Young, Conaway, Stargatt & Taylor LLP and Willkie
Farr & Gallagher LLP as its legal counsel, Houlihan Lokey Inc. as
investment banker, and Epiq Corporate Restructuring, LLC as claims
agent and administrative advisor. FTI Consulting, Inc., provides
turnaround management services.
TOTAL OILFIELD: Seeks to Hire T&C Bookkeeping as Accountant
-----------------------------------------------------------
Total Oilfield Solutions, LLC seeks authority from the U.S.
Bankruptcy Court for the District of New Mexico to employ T&C
Bookkeeping and Consulting as its accountant.
The services that the accountant will render are:
a. assist the Debtor in the preparation of accounting reports;
b. prepare federal and New Mexico tax returns;
c. assist in formulating a plan of reorganization; and
d. provide other services traditionally performed by a
full-service accounting firm.
The firm's hourly rates are:
Senior Staff $400
Junior Staff $250
T&C is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Thomas Warren
T&C Bookkeeping and Consulting
334 Tumbleweed Road
Dexter, NM 88230
Phone: 575-300-1417
Fax: 575-208-7297
About Total Oilfield Solutions
Total Oilfield Solutions, LLC, a Carlsbad, N.M.-based provider of
support activities for the mining industry, filed its voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. D.N.M.
Case No. 20-11198) on June 15, 2020. At the time of filing, Debtor
disclosed assets of $1 million to $10 million and liabilities of
$100,000 to $500,000.
Judge Robert H. Jacobvitz oversees the case.
The Debtor tapped Giddens & Gatton Law, P.C. as its bankruptcy
counsel, Carrillo Law Firm, P.C. as special counsel, and T&C
Bookkeeping and Consulting as accountant.
TPT GLOBAL: Posts $1.4 Million Net Loss in Third Quarter
--------------------------------------------------------
TPT Global Tech, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
attributable to the company's shareholders of $1.36 million on
$2.78 million of total revenues for the three months ended Sept.
30, 2020, compared to net income attributable to the company's
shareholders of $2.98 million on $3.62 million of total revenues
for the three months ended Sept. 30, 2019.
For the nine months ended Sept. 30, 2020, the Company reported a
net loss attributable to the company's shareholders' of $4.86
million on $8.62 million of total revenues compared to a net loss
attributable to the company's shareholders of $8.54 million on
$6.21 million of total revenues for the same period during year.
As of Sept. 30, 2020, the Company had $15.96 million in total
assets, $36.86 million in total liabilities, $4.79 million in total
mezzanine equity, and a total stockholders' deficit of $25.69
million.
Cash flows generated from operating activities were not enough to
support all working capital requirements for the nine months ended
Sept. 30, 2020 and 2019. The Company used $216,685 and $1,032,989,
respectively, in cash for operations for the nine months Sept. 30,
2020 and 2019. Cash flows from financing activities were $724,356
and $2,027,422 for the same periods. The Company said these
factors raise substantial doubt about the ability of the Company to
continue as a going concern for a period of one year from the
issuance of these financial statements.
"In order for us to continue as a going concern for a period of one
year from the issuance of these financial statements, we will need
to obtain additional debt or equity financing and look for
companies with cash flow positive operations that we can acquire.
There can be no assurance that we will be able to secure additional
debt or equity financing, that we will be able to acquire cash flow
positive operations, or that, if we are successful in any of those
actions, those actions will produce adequate cash flow to enable us
to meet all our future obligations. Most of our existing financing
arrangements are short-term. If we are unable to obtain additional
debt or equity financing, we may be required to significantly
reduce or cease operations," TPT Global said.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1661039/000165495420012794/tptw_10q.htm
About TPT Global Tech
TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is
a Technology/Telecommunications Media Content Hub for Domestic and
International syndication and also provides technology solutions to
businesses domestically and worldwide. TPT Global offers Software
as a Service (SaaS), Technology Platform as a Service (PAAS),
Cloud-based Unified Communication as a Service (UCaaS) and
carrier-grade performance and support for businesses over its
private IP MPLS fiber and wireless network in the United States.
TPT's cloud-based UCaaS services allow businesses of any size to
enjoy all the latest voice, data, media and collaboration features
in today's global technology markets. TPT's also operates as a
Master Distributor for Nationwide Mobile Virtual Network Operators
(MVNO) and Independent Sales Organization (ISO) as a Master
Distributor for Pre-Paid Cellphone services, Mobile phones
Cellphone Accessories and Global Roaming Cellphones.
TPT Global reported a net loss of $14.03 million for the year ended
Dec. 31, 2019, compared to a net loss of $5.38 million for the year
ended Dec. 31, 2018. As of June 30, 2020, the Company had $15.45
million in total assets, $35.38 million in total liabilities, $4.79
million in total mezzanine equity, and $24.77 in total
stockholders' deficit.
Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, the
Company's auditor since 2016, issued a "going concern"
qualification in its report dated April 14, 2020 citing that the
Company has suffered recurring losses from operations and has a net
capital deficiency which raise substantial doubt about its ability
to continue as a going concern.
TPT GLOBAL: Subsidiary Changes Name and Effects Reverse Share Split
-------------------------------------------------------------------
TPT Global Tech, Inc.'s subsidiary InnovaQor Inc. has completed the
process with FINRA to complete its name change and effect a reverse
share split of one for twenty.
InnovaQor, Inc. is the result of a merger agreement between
Southern Plains Oil Corp and InnovaQor which has a Software
Licensing Agreement with TPTW enabling it to utilize features from
TPTW's TV and Social Media platform "Viewme Live". Southern Plains
Oil Corp has now completed its name change to InnovaQor and
completed a reverse split of its common stock as defined in the
merger agreement. The process has been initiated to change the
trading symbol to INOQ, which is expected to be effective within
the next thirty days.
The Company intends to complete the recently executed Agreement
with Rennova Health, Inc., a Florida based company, as soon as
practical, and to merge Rennova Health's software and genetic
testing interpretation divisions, Health Technology Solutions, Inc.
("HTS") and Advanced Molecular Services Group, Inc., ("AMSG") into
InnovaQor.
InnovaQor will own certain assets and technology from TPTW's
proprietary live streaming communication technology and the
technology and software developed and owned by HTS and AMSG. The
combination of these fully developed assets will facilitate the
creation of a next generation telehealth type platform. This
platform will combine telehealth with EHR like capabilities and
facilitate a patient's immediate access to healthcare including
their local hospital or doctors, for initial consultation,
scheduling of appointments for medical services and follow on
care.
Completion of the agreement with Rennova Health, Inc. is subject to
a number of approvals and consents which need to be secured to
complete the transaction. TPTW will receive approximately 5M
common shares in InnovaQor. TPTW's intent is to distribute 2.5M of
these common shares to its shareholders.
About TPT Global Tech
TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is
a Technology/Telecommunications Media Content Hub for Domestic and
International syndication and also provides technology solutions to
businesses domestically and worldwide. TPT Global offers Software
as a Service (SaaS), Technology Platform as a Service (PAAS),
Cloud-based Unified Communication as a Service (UCaaS) and
carrier-grade performance and support for businesses over its
private IP MPLS fiber and wireless network in the United States.
TPT's cloud-based UCaaS services allow businesses of any size to
enjoy all the latest voice, data, media and collaboration features
in today's global technology markets. TPT's also operates as a
Master Distributor for Nationwide Mobile Virtual Network Operators
(MVNO) and Independent Sales Organization (ISO) as a Master
Distributor for Pre-Paid Cellphone services, Mobile phones
Cellphone Accessories and Global Roaming Cellphones.
TPT Global reported a net loss of $14.03 million for the year ended
Dec. 31, 2019, compared to a net loss of $5.38 million for the year
ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $15.96
million in total assets, $36.86 million in total liabilities, $4.79
million in total mezzanine equity, and a total stockholders'
deficit of $25.69 million.
Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, the
Company's auditor since 2016, issued a "going concern"
qualification in its report dated April 14, 2020 citing that the
Company has suffered recurring losses from operations and has a net
capital deficiency which raise substantial doubt about its ability
to continue as a going concern.
U.S. OUTDOOR: Taps Willamette Valley to Provide Tax Services
------------------------------------------------------------
U.S. Outdoor Holding LLC seeks approval from the U.S. Bankruptcy
Court for the District of Oregon to hire Willamette Valley
Accounting LLC.
The firm will provide tax services including, but not limited to,
preparing federal and state income tax returns and other
submissions required by the federal or state taxing authorities,
and providing general tax advice in connection with the Debtor's
bankruptcy.
Rick Dishner, who is anticipated to perform services on the case,
will be paid an hourly fee of $150.
The services the firm will provide will not exceed the amount of
$4,000 without further order of the court.
The firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code, according to a court
filing.
The firm can be reached through:
Rick Dishner
Willamette Valley Accounting LLC
214 Center Avenue
Molalla, OR 97038
About U.S. Outdoor Holding LLC
U.S. Outdoor Holding LLC -- https://www.usoutdoor.com/ -- is a
family-owned dealer of many top outdoor brands. It has been
operating since 1957.
U.S. Outdoor Holding filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No.
20-32571) on Sept. 4, 2020. The petition was signed by Edward A.
Ariniello, member manager.
At the time of the filing, Debtor disclosed $1,531,809 in assets
and $3,352,108 in liabilities.
Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP, represents
Debtor as counsel.
UMATRIN HOLDING: Posts $252K Net Income in Third Quarter
--------------------------------------------------------
Umatrin Holding Limited filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing net income
of $252,051 on $821,105 of sales for the three months ended Sept.
30, 2020, compared to a net loss of $14,662 on $308,784 of sales
for the three months ended Sept. 30, 2019.
For the nine months ended Sept. 30, 2020, the Company reported net
income of $1.04 million on $2.63 million of sales compared to net
income of $117,453 on $902,750 of sales for the nine months ended
Sept. 30, 2019.
As of Sept. 30, 2020, the Company had $2.23 million in total
assets, $1.58 million in total liabilities, and $656,097 in total
equity.
The Company had accumulated deficit of $2,550,026 as of Sept. 30,
2020 which include a net income of $1,039,516 for the nine months
ended Sept. 30, 2020.
Umatrin said, "The Company's ability to generate profit in the next
12 months is uncertain given that the market in which it operates
is facing an economic slowdown. Management's plans include the
raising of capital through the equity markets to fund future
operations, seeking additional acquisitions, and generating profits
through its business operations; however, there can be no
assurances the Company will be successful in its efforts to secure
additional equity financing and obtaining sufficient profit. These
factors raise substantial doubt about the Company's ability to
continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1317839/000147793220006848/umhl_10q.htm
About Umatrin
Umatrin Holding Limited (formerly known as Golden Opportunities
Corporation) was incorporated in the state of Delaware on Feb. 2,
2005. The Company was originally incorporated in order to locate
and negotiate with a targeted business entity for the combination
of that target company with the Company. On Jan. 6, 2016, the
Company acquired 80% of the equity interests of UMatrin Worldwide
SDN BHD in exchange for the issuance of a total of 100,000,000
shares of its common stock to the two holders of Umatrin, Dato' Sri
Eu Hin Chai and Dato' Liew. Immediately following the Share
Exchange, the business of Umatrin became the business of UMHL. The
UMHL operation office remained in Malaysia and the business market
will remain focus in Asia. Umatrin provides technology and
services to enable consumers, merchants and other participants to
conduct business in its cloud-based trading system.
Umatrin Holding reported net profit of $95,138 for the year ended
Dec. 31, 2019, compared to a net loss of $453,120 for the year
ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $1.53
million in total assets, $1.94 million in total liabilities, and a
total deficit of $409,949.
JLKZ CPA LLP, in Flushing, New York, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
May 29, 2020 citing that the Company had incurred substantial
losses with working capital deficits, which raises substantial
doubt about its ability to continue as a going concern.
URBAN ONE: S&P Affirms 'CCC' ICR on Notes Exchange
--------------------------------------------------
S&P Global Ratings affirmed its 'CCC' issuer credit rating on Urban
One Inc. and removed all of its ratings from CreditWatch, where the
rating agency placed them with negative implications on Oct. 12,
2020.
S&P assigned a 'CCC' issue-level ratings and '3' recovery rating
(rounded estimate: 60%) to the company's new 8.75% senior secured
notes due Dec. 31, 2022. At the same time, S&P withdrew its rating
on the stub notes at the company's request.
The negative outlook reflects the refinancing risk associated with
the company's senior secured notes due December 2022 and the
springing maturity of its senior secured term loan in September
2022.
S&P said, "We do not view Urban One's completed exchange offer as a
distressed exchange. Urban One completed an exchange offer for its
$350 million 7.375% senior secured notes due April 15, 2022. About
99% of the existing notes were exchanged for new 8.75% senior
secured notes due Dec. 31, 2022. Only about $3 million of stub
notes remain, which we expect the company to redeem with cash on
hand. If any amount of the stub notes remain on Jan. 15, 2022, the
senior secured term loan would be due on that date, although we
expect the company to redeem the notes well ahead of that date. As
the stub note is very small, we no longer believe there is a risk
of the company not obtaining a clean auditor opinion for its fiscal
2020 annual report." After redeeming the stub notes, the company's
senior secured term loan will be due 90 days ahead of the December
2022 maturity of the new notes and will no longer be current when
the company files its 2020 annual report in March 2021. This
provides the company with an additional year to pursue a
comprehensive refinancing."
Noteholders received $10 in cash for every $1,000 par in existing
notes. Additionally, there will be a mandatory redemption of $15
million of the new notes within 90 days after closing and the new
notes will participate in a 50% excess cash flow sweep. S&P
believes the incremental interest and cash considerations provided
adequate compensation for extending the maturity of the notes and
it did not view this transaction as distressed.
Urban One still faces material refinancing risk, which could
prevent it from receiving a clean auditor's opinion on its 2021
audited financial statements. If Urban One's new senior secured
notes are still outstanding on Sept. 15, 2022, the maturity of its
senior secured term loan will spring forward to that date from
2023. Urban One does not have sufficient liquidity to repay these
maturities and S&P believes it will be difficult for the company to
refinance them over the next year given S&P's expectation for
challenging business and market conditions. If these debt
maturities have not been extended before March 2022 (the deadline
to file its 2021 financial statements), the company will not be
able to obtain a clean auditor's opinion, which would result in a
technical default.
S&P said, "We expect Urban One will have sufficient sources of
liquidity to cover its uses over the next 12 months and maintain
compliance with its financial maintenance covenants. Urban One
exceeded our expectations for revenue and EBITDA generation in the
middle two quarters of 2020 and ended the third quarter with $102
million of cash on its balance sheet. Pro forma for the redemptions
it must execute as part of the exchange, we expect the company has
roughly $70 million of available cash. We also expect the company
to generate roughly $40 million to $50 million of free cash flow
over the next 12 months. After the exchange, the next material use
of liquidity is potentially when its $37.5 million asset-based
lending facility ($27.5 million drawn) expires on April 21, 2021.
Additionally, the company has $22.5 million in scheduled
amortization payments in 2021. We believe the company has
sufficient sources of liquidity to cover its uses over the next 12
months and we no longer expect the company to violate its financial
maintenance covenants, although we expect headroom to be thin."
Urban One's $350 million senior secured term loan ($321 million
outstanding) and it's unrated $192 million senior unsecured term
loan ($167 million outstanding) are both subject to financial
maintenance covenants. The senior secured term loan has a maximum
senior secured net leverage covenant of 5.85x and a minimum
interest coverage covenant of 1.25x. The unsecured loan contains a
7.5x gross leverage test. As of Sept. 30, 2020, the company had
approximately 22% EBITDA cushion of compliance against its senior
secured net leverage covenant and approximately 15% cushion against
its gross leverage covenant. S&P expects headroom to decline to
less than 15% on both covenants at the end of 2020, but do not
foresee a material breach at this time.
The negative outlook reflects refinancing risk associated with the
company's senior secured notes due December 2022 and the springing
maturity of its senior secured term loan in September 2022. If the
company does not refinance these maturities over the next year, it
might be unable to obtain a clean auditor's opinion when filing its
10-K in March 2022.
S&P could lower the rating if it envisioned a default occurring in
the next six months because of an inability to obtain a clean
auditor's opinion, a distressed exchange, or if it expects the
company to violate a maintenance covenant.
S&P could raise the rating if all of the following occurred:
-- The company successfully refinanced or extended the maturities
of its senior secured notes such that it no longer faced the risk
of a technical default with filing its 2021 audit;
-- S&P believed a distressed exchange was unlikely over the next
year; and
-- S&P expected the company to maintain covenant headroom of at
least 15% over the next year.
UTEX INDUSTRIES: Seeks to Hire Weil Gotshal as Legal Counsel
------------------------------------------------------------
UTEX Industries, Inc. and its affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of Texas to hire
Weil, Gotshal & Manges LLP as their legal counsel.
The firm will provide these legal services:
(a) take all necessary actions to protect and preserve
Debtors' estates;
(b) prepare legal papers;
(c) take all necessary actions in connection with any Chapter
11 plan, disclosure statement and all related documents;
(d) take all appropriate actions in connection with the sale
of Debtors' assets;
(e) take all necessary actions to protect and preserve the
value of Debtors' estates; and
(f) perform all other necessary legal services in connection
with the prosecution of Debtors' Chapter 11 cases.
The firm's hourly rates are:
Partners and Counsel $1,100 - $1,695
Associates $595 - $1,050
Paraprofessionals $250 - $435
The firm intends to seek reimbursement for expenses incurred.
Weil received payments and advances in the aggregate amount of
$3,124,422.62 for services performed and to be performed, including
the filing of the Debtors' Chapter 11 cases.
Matthew Barr, Esq., a partner at Weil, disclosed in court filings
that the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.
Mr. Barr also made the following disclosures in response to the
request for additional information set forth in Paragraph D.1 of
the Revised U.S. Trustee Guidelines:
-- Weil has not agreed to any variations from, or alternatives
to, its standard or customary billing arrangements for this
engagement;
-- none of Weil's professionals included in the engagement
vary their rate based on the geographic location of the bankruptcy
case;
-- Weil represented the Debtors for approximately eight months
prior to the petition date. Weil's billing rates and material
financial terms with respect to this matter have not changed since
the Debtors engaged the firm in February 2020.
-- Weil is developing a prospective budget and staffing plan
for the Debtors' cases.
The firm can be reached through:
Matthew S. Barr, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153-0119
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
Email: matt.barr@weil.com
About UTEX Industries
UTEX Industries, Inc. is a privately held designer and manufacturer
of engineered seals and related components. Most of UTEX's
products have short lifecycles and must be replenished
periodically. Its products primarily serve the completions,
production and drilling segments of the oil and gas industry.
Visit https://www.utexind.com for more information.
UTEX is headquartered in Houston, Texas, with manufacturing and
technical sales facilities across Texas, Oklahoma, Singapore and
Malaysia, and distribution centers located in Texas, Pennsylvania
and Colorado.
On Oct. 8, 2020, UTEX and its affiliates sought Chapter 11
protection (Bankr. S.D. Texas Lead Case No. 20-34932). At the time
of the filing, UTEX was estimated to have $100 million to $500
million in assets and $500 million to $1 billion in liabilities.
The Debtors tapped Weil, Gotshal & Manges LLP as their legal
counsel, Houlihan Lokey Capital Inc. as investment banker, and
AlixPartners LLP as financial advisor. Omni Agent Solutions is the
claims agent.
VISTA OUTDOOR: S&P Alters Outlook to Positive, Affirms 'B+' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on U.S.-based Vista Outdoor
Inc. to positive from stable and affirmed the 'B+' issuer credit
rating on the company.
At the same time, S&P affirmed its 'B+' issue-level rating on the
company's senior unsecured debt. The '3' recovery rating is
unchanged and indicates its expectation for meaningful recovery
(50%-70%; rounded estimate: 60%).
The positive outlook reflects that S&P could raise the ratings
within the next year if the company sustains profitability and cash
flow, and maintains financial policies that support leverage
maintained below 3x.
S&P's positive outlook reflects improved credit metrics due to
strong demand for Vista's products. The company's adjusted leverage
declined to 2x for the 12 months ended Sept. 27 from 5.9x for the
same prior-year period. Sales for the company substantially grew
through the first two quarters of fiscal 2021 driven primarily by a
spike in demand for ammunition, and a rebound in outdoor products
in the second quarter. Vista also reduced net debt by $150 million
through the first half of fiscal 2021. Adjusted gross margins
improved to about 27.5% for the 12 months ended Sept. 27 from 23.7%
for the same period in 2019, driven primarily by stronger
ammunition volumes, greater operating leverage, and increased
ammunition pricing. Vista and the industry have increased prices
despite moderate input cost inflation because demand has outpaced
supply.
Outdoor products surged, with second fiscal quarter 2021 revenues
increasing nearly 35% over the same period a year ago, as consumers
adopted more outdoor activities and reallocated discretionary
spending from travel and leisure categories. S&P expects ammunition
demand tailwinds to drive further EBITDA growth in the near term,
resulting in its forecast of 1.5x-2x adjusted leverage for fiscal
2021.
Sustainability of ammunition profitability remains a key risk.
Despite the strong profitability in the second fiscal quarter, S&P
believes demand could trail off in fiscal 2022, particularly in
ammunition. Through September 2020, 15.4 million background checks
for firearm sales were completed, about 6.2 million for first-time
buyers, according to the National Shooting Sports Foundation.
Vista's ammunition backlog was in excess of $1 billion. However,
the ammunition industry demand is historically volatile. Potential
stockpiling could curtail future demand, as during the last down
cycle from 2016-2019, when the domestic ammunition wholesale
industry's sales declined about 34%. Additionally, it is unclear
how many new gun owners will be recurring users of ammunition. The
potential for firearm legislation under the newly elected
administration and outcome of the upcoming U.S. senate runoff
elections, and social unrest could spur further ammunition demand
for fiscal 2022 and onward.
However, as consumer stockpiles increase, S&P projects in its
base-case model that demand will moderate in fiscal 2022. While
Vista is better positioned than in 2016 to weather a material
downturn in the ammunition industry due to its greater mix of more
stable 9-millimeter ammunition, a decline in volumes will lead to
weaker overhead absorption and hurt pricing power, which drove
margin growth through the first half of fiscal 2021.
The acquisition of Remington Arms Co. Inc.'s ammunition and
accessories businesses further rounds out Vista's ammunition
portfolio and gives it a leading brand, if the company can
successfully integrate the assets to generate revenues in line with
historical performance and expand its margin profile. Remington
also increases the company's risk and concentration in ammunition
sales, which could hurt profitability in a material category
downturn. S&P expects fiscal 2022 margins will decline due to
demand moderation following the spike in fiscal 2021, the ramp-up
associated with Remington, and loss of some Lake City business.
S&P also believes changing consumer sentiment toward firearms and
gun legislation could significantly affect ammunition
profitability. While potential gun legislation could drive
increased demand for ammunition, retailers could choose to destock
ammunition and relationships with outdoor products distributors
could be detrimentally affected.
The longer-term shift to outdoor activities will be vital to
sustained organic growth. During the second quarter, the company's
outdoor segment revenues increased 35% year over year, bolstered by
demand for action sports and outdoor recreation products. COVID-19
shelter-in-place orders and suspension of travel and leisure
activities drove greater consumer spending in the category.
S&P said, "While we expect positive trends to continue,
particularly given recent resurgences in the virus resulting in
further lockdowns, it is unclear if the shift is permanent. As
such, we expect moderating growth of mid-single-digit percentages
in fiscal 2022 as consumers reallocate spending toward leisure and
travel categories following widespread vaccine administration."
"We expect Vista to remain acquisitive and seek opportunities for
shareholder-friendly capital deployment. The company would maintain
leverage below 2x in the near term given the spike in ammunition
demand. However, we expect longer term it will increase debt and
leverage to its stated 2x-3x range through acquisitions or
shareholder returns. The company has historically been acquisitive,
though in recent years it has focused on divesting assets to
improve profitability and reduce leverage. It recently acquired
Remington's ammunition business for a gross purchase price of $81.4
million to further round out its portfolio. We anticipate similar
acquisitions targeting adjacencies and expanding brands in the
future. While we have not modeled material acquisitions in our
forecast, we believe a larger debt-funded acquisition could result
in a leverage profile in excess of 3x on an S&P Global
Ratings-adjusted basis, particularly if there is a material
downturn in ammunition demand in fiscal 2022."
Environmental, social, and governance (ESG) credit factors for this
credit rating change:
-- Health and safety
The positive outlook reflects S&P's expectation that it could
upgrade Vista over the next 12 months if ammunition profitability
and cash flow remain sustainable, and financial policy remains
conservative such that the rating agency expects leverage to remain
below 3x.
S&P believes this could occur if:
-- The company sustains at least low double-digit EBITDA margin;
-- Ammunition demand is steady and does not drop off precipitously
and it sustains organic growth for outdoor products;
-- Or S&P views the business more favorably.
S&P could revise the outlook back to stable if the company it
expects leverage sustained above 3x.
This could happen if:
-- The company is unable to sustain improved profitability and
organic revenue growth because of a substantial drop off in
ammunition demand due to changes in the social or political
landscape;
-- Outdoor sales deteriorate due to weak macroeconomic conditions
and reduced discretionary spending; or
-- The company adopts a more aggressive financial policy through
making debt-funded acquisitions or shareholder returns.
WINSTEAD'S COMPANY: Crafts Bankruptcy Plan to Pay Debts
-------------------------------------------------------
Leslie Collins of Kansas City Business Journal reports that the
longstanding Kansas City burger chain, Winstead's, has crafted a
Chapter 11 bankruptcy plan to continue operations and pay off
debts.
Winstead's, founded in 1943, filed for bankruptcy in February and
closed its Leawood location at 4971 W. 135th St. during the
Covid-19 pandemic to improve profitability. In 2018, it had six
locations, but it's down to two: 101 Emanuel Cleaver II Blvd. in
Kansas City and 10711 Roe Ave. in Overland Park.
Nabil and Peggy Haddad own a majority of Winstead's at 96%, David
Haddad owns 3%, and Samia Haddad owns 1%. Moving forward, the group
will retain their ownership interest but won't receive monetary
distributions through the Chapter 11 plan, according to court
documents.
Winstead's owes $1.3 million in unsecured claims, plus $856,400 in
priority and secured claims. It also owes $274,176 in priority tax
claims and $16,841 in administrative expenses tied to the Chapter
11 filing.
Winstead's has created a payment plan that starts in 2021 and
continues through March 1, 2028. Winstead's will use cash flow from
operations to make payments. The plan awaits court approval, and
objections must be filed by Dec. 14, 2020.
About Winstead's Company
Winstead's Company operates 3 Winstead's Restaurant located at
(i)101 Emanuel Cleaver II Blvd., Kansas City, Mo.; (ii) 10711 Roe,
Overland Park, Kansas; and (iii) 4971 W. 135th St., Leawood,
Kansas.
Winstead's Company filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No.
20-20288) on Feb. 24, 2020, listing under $1 million in both assets
and liabilities. Judge Robert D. Berger oversees the case. Colin
Gotham, Esq., at Evans & Mullinix, P.A., is the Debtor's legal
counsel.
WORLD CLASS: Austin's Silicon Hills Campus Heads for Foreclosure
----------------------------------------------------------------
Kathryn Hardison of Austin Business Journal reports that one of
Austin's biggest office campuses is facing foreclosure as the saga
continues for World Class Holdings and its swath of bankruptcies.
A bankruptcy judge granted a motion on Nov. 24, 2020 in the
bankruptcy case of Silicon Hills Campus LLC — an entity
controlled by Nate Paul's World Class Holdings — to remove a stay
that shielded the former 3M campus in Northwest Austin from
foreclosure. It could be auctioned off early next year.
World Class Holdings filed for Chapter 11 bankruptcy protection in
U.S. Bankruptcy Court for the Western District of Texas in January
2020 to protect the 1.3 million-square-foot campus at 6801 River
Place Blvd. from foreclosure. It was most recently home to 3M, the
conglomerate known for products such as Post-it Notes and Scotch
Tape. 3M's Austin operations are now in Northeast Austin and its
old campus in Northwest Austin — often touted as the largest
string of vacant office space in the region — sits vacant.
Lender Tuebor REIT Sub LLC, a subsidiary of New York-based Ladder
Capital Corp. (NYSE: LADR), had been trying to remove the stay
since January 2020, according to court documents.
Attorney Liz Boydston of Polsinelli PC, who represents Tuebor REIT,
said the property will head to the auction block for foreclosure on
Jan. 5, 2020.
"That's the next step unless the debtor files appeal," Boydston
said. "They have 14 days from the entry of the order to file an
appeal, and if they don't appeal it within 14 days, then it will
get foreclosed on."
Paul could not be immediately reached for comment.
Paul and his team of attorneys have been trying to shield the
156-acre campus from the foreclosure process for about a year. A
foreclosure sale had been scheduled in January 2020 on the same day
Paul filed for Chapter 11 bankruptcy, and Tuebor has filed several
notices of foreclosure on the property in Travis County since
September 2019, according to past Austin Business Journal
reporting.
World Class has been feuding over the campus with Tuebor since
World Class defaulted on a $64 million loan in August 2019. The
Austin-based real estate firm has been embroiled in a string of
legal disputes for over a year, and its mounting bankruptcies have
led to $135 million in claims from creditors holding notes on World
Class loans.
About World Class Holdings Inc.
World Class Holdings Inc. is a multi-billion dollar holding company
established by Nate Paul in 2016 that owns a diverse portfolio of
assets and operating companies. Paul formed World Class in 2007.
and today the company is one of the nation's largest
privately-owned real estate owners. Its portfolio spans multiple
asset classes, including office, retail, multifamily, industrial,
hospitality, self-storage and marinas located across 17 states
nationwide.
At least 22 entities owned by World Class have sought bankruptcy
protection since November 2019.
The most recent filings were filed Oct. 6, 2020, by WC Teakwood
Plaza LLC (Bankr. W.D. Tex. Case No. 20-11104), WC 4811 South
Congress LLC (Case No. 20-11105), WC 8120 Research LP (Case No.
20-11106), and WC South Congress Square LLC (Case No. 20-11107) .
WC Teakwood was estimated to have $10 million to $50 million in
assets and $1 million to $10 million in liabilities as of the
bankruptcy fliling. WC 4811 South was estimated to have $10 million
to $50 million in assets and $1 million to $10 million in
liabilities. WC 8120 Research was estimated to have $10 million to
$50 million in assets and at least $1 million in debt. WC South
Congress was estimated to have $50 million to $100 million in
assets and $10 million to $50 million in liabilities.
FISHMAN JACKSON RONQUILLO PLLC, led by Mark H. Ralston, is the
Debtors' counsel.
YONG KANG: Seeks to Hire Lin Law Group as Legal Counsel
-------------------------------------------------------
Yong Kang Las Vegas Assisted Living Center, LLC seeks approval from
the U.S. Bankruptcy Court for the District of Nevada to hire Lin
Law Group as its legal counsel.
The firm will provide all legal work necessary to the successful
filing and discharge of the Debtor's Chapter 11 case.
Lin Law Group received a retainer of $5,000.
Lin Law is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Michael M. Lin, Esq.
Francis Arenas, Esq.
LIN LAW GROUP
5288 Spring Mtn Rd., Suite 103
Las Vegas, NV 89146
About Yong Kang Las Vegas
Based in Las Vegas, Yong Kang Las Vegas Assisted Living Center, LLC
owns and operates a continuing care retirement communities and
assisted living facilities for the elderly.
Yong Kang Las Vegas Assisted Living Center sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
20-14788) on Sept. 25, 2020. The petition was signed by Longsheng
Lei, the company's president.
At the time of the filing, Debtor had estimated assets of between
$1 million and $10 million and liabilities of the same range.
Lin Law Group is Debtor's legal counsel.
YOUFIT HEALTH: Seeks to Hire Greenberg Traurig as Legal Counsel
---------------------------------------------------------------
YouFit Health Clubs LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to hire
Greenberg Traurig, LLP as their legal counsel.
The firm will provide these services:
a. provide legal advice with respect to the Debtors' powers
and duties;
b. negotiate, draft, and pursue all documentation necessary in
the Chapter 11 cases;
c. prepare legal papers necessary to the administration of the
Debtors' estates;
d. appear before the court;
e. prepare, negotiate and take all necessary actions in
connection with a plan or plans of reorganization;
f. attend meetings and negotiate with representatives of
creditors, the U.S. Trustee, and other parties-in-interest;
g. provide legal advice to the Debtors related to their
business operations;
h. take all necessary actions to protect and preserve the
Debtors' estates; and
i. perform other legal services for the Debtors.
The firm's current hourly rates are as follows:
Nancy A. Peterman $1,150
Dennis A. Meloro $1,100
Jeffrey M. Wolf $995
Eric J. Howe $840
Nicholas E. Ballen $550
Patrick Wu $500
Danny Duerdoth $435
Nancy Peterman, Esq., a shareholder at Greenberg Traurig, disclosed
in court filings that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Nancy A. Peterman, Esq.
GREENBERG TRAURIG, LLP
77 West Wacker Drive, Suite 3100
Chicago, IL 60601
Telephone: (312) 456-8410
Email: petermann@gtlaw.com
About YouFit Health Clubs
YouFit Health Clubs, LLC, and its affiliates own and operate 85
fitness clubs in the states of Alabama, Arizona, Florida, Georgia,
Louisiana, Maryland, Pennsylvania, Rhode Island, Texas, and
Virginia. Visit https://www.youfit.com for more information.
On Nov. 9, 2020, YouFit Health Clubs and its affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12841).
YouFit was estimated to have $50 million to $100 million in assets
and $100 million to $500 million in liabilities as of the filing.
The Hon. Mary F. Walrath is the case judge.
The Debtors tapped Greenberg Traurig LLP as its bankruptcy counsel,
FocalPoint Securities LLC as investment banker, Red Banyan Group
LLC as communications consultant, and Hilco Real Estate LLC as real
estate advisor. Donlin Recano & Company Inc. is the claims agent.
YUNHONG CTI: Hikes Authorized Common Shares to 50 Million
---------------------------------------------------------
Yunhong CTI Ltd. filed Articles of Amendment to its Articles of
Incorporation with the Secretary of State of Illinois pursuant to
which the Company increased its authorized shares of common stock
from 15,000,000 to 50,000,000.
About Yunhong CTI Ltd.
Yunhong CTI Ltd. f/k/a CTI Industries --
http://www.ctiindustries.com/-- is a manufacturer and marketer of
foil balloons and producer of laminated and printed films for
commercial uses. Yunhong CTI also distributes Candy Blossoms and
other gift items and markets its products throughout the United
States and in several other countries.
Yunhong CTI reported a net loss of $8.07 million for the year ended
Dec. 31, 2019, compared to a net loss of $3.74 million for the year
ended Dec. 31, 2018, following a net loss of $1.78 million for the
year ended Dec. 31, 2017. As of Sept. 30, 2020, the Company had
$21.95 million in total assets, $20.21 million in total
liabilities, and $1.73 million in total stockholders' equity.
RBSM, in Larkspur, CA, the Company's auditor since 2019, issued a
"going concern" qualification in its report dated May 14, 2020,
citing that the Company has suffered net losses from operations and
liquidity limitations that raise substantial doubt about its
ability to continue as a going concern.
YUNHONG CTI: Incurs $1 Million Net Loss in Third Quarter
--------------------------------------------------------
Yunhong CTI Ltd. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $1.03
million on $5.98 million of net sales for the three months ended
Sept. 30, 2020, compared to a net loss of $2.22 million on $6.36
million of net sales for the three months ended Sept. 30, 2019.
For the nine months ended Sept. 30, 2020, the Company reported a
net loss of $2.98 million on $18.79 million of net sales compared
to a net loss of $6.54 million on $24.26 million of net sales for
the same period during the prior year.
As of Sept. 30, 2020, the Company had $21.95 million in total
assets, $20.21 million in total liabilities, and $1.73 million in
total stockholders' equity.
Yunhong CTI's financial performance in 2017, 2018 and 2019,
included net losses attributable to the Company of $1.6 million,
$3.6 million, and $7.1 million, respectively. While these results
included significant charges related to the disposition of
subsidiaries, the Company believes that the result raises
substantial doubt about its ability to continue as a going concern
one year from the date these financial statements are issued.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1042187/000143774920024340/ctib20200930_10q.htm
About Yunhong CTI Ltd.
Yunhong CTI Ltd. f/k/a CTI Industries --
http://www.ctiindustries.com/-- is a manufacturer and marketer of
foil balloons and producer of laminated and printed films for
commercial uses. Yunhong CTI also distributes Candy Blossoms and
other gift items and markets its products throughout the United
States and in several other countries.
Yunhong CTI reported a net loss of $8.07 million for the year ended
Dec. 31, 2019, compared to a net loss of $3.74 million for the year
ended Dec. 31, 2018, following a net loss of $1.78 million for the
year ended Dec. 31, 2017. As of June 30, 2020, the Company had
$24.26 million in total assets, $21.50 million in total
liabilities, and $2.76 million in total stockholders' equity.
RBSM, in Larkspur, CA, the Company's auditor since 2019, issued a
"going concern" qualification in its report dated May 14, 2020,
citing that the Company has suffered net losses from operations and
liquidity limitations that raise substantial doubt about its
ability to continue as a going concern.
ZENERGY BRANDS: Dec. 28 Plan & Disclosure Hearing Set
-----------------------------------------------------
Debtors Zenergy Brands, Inc.; NAUP Brokerage, LLC; Zenergy Labs,
LLC; Zenergy Power & Gas, Inc.; Enertrade Electric, LLC; Zenergy &
Associates, Inc.; and Zen Technologies, Inc. filed with the U.S.
Bankruptcy Court for the Eastern District of Texas, Sherman
Division, a motion for entry of an order conditionally approving
the Disclosure Statement.
On November 20, 2020, Judge Brenda T. Rhoades granted the motion
and ordered that:
* The Disclosure Statement is conditionally approved as having
adequate information as required by section 1125(b) of the
Bankruptcy Code.
* The form, content and manner of service of the Solicitation
Package are approved in all respects.
* Dec. 20, 2020, at 5:00 PM is the deadline for the receipt of
duly-executed Ballots by counsel to the Debtors.
* Dec. 28, 2020, at 10:00 AM in 660 North Central Expressway,
Suite 300B, Plano, TX 75074 is the hearing to consider the final
approval of the Disclosure Statement and confirmation of the Plan.
* Dec. 20, 2020, at 5:00 PM is the deadline for filing and
serving Objections to approval of the Disclosure Statement or
confirmation of the Plan.
* Dec. 27, 2020 is the deadline for the Debtors to file a brief
in support of plan confirmation and reply to any Objections.
A full-text copy of the order dated November 20, 2020, is available
at https://tinyurl.com/y6553y6u from PacerMonitor at no charge.
About Zenergy Brands Inc.
Zenergy Brands, Inc. -- https://whatiszenergy.com/ -- is a
next-generation energy and technology company engaged in selling
energy-conservation products and services to commercial, industrial
and municipal customers. It is a business-to-business company whose
platform is a combined offering of energy services and smart
controls. Zenergy Brands is a public company, fully reporting to
the Securities and Exchange Commission and trading on the OTCQB.
Zenergy Brands and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. E.D. Tex. Lead Case No. 19-42886)
on Oct. 24, 2019. As of June 30, 2019, Zenergy Brands had total
assets of $1,944,089 and liabilities of $8,369,818.
Judge Brenda T. Rhoades oversees the cases. The Debtors tapped
Foley & Lardner LLP as their legal counsel, and Stretto as their
claims, noticing, and solicitation agent.
The Office of the U.S. Trustee has appointed creditors to serve on
the Official Committee of unsecured creditors. The committee is
represented by Kane Russell Coleman Logan PC.
ZENERGY BRANDS: Unsecureds to Recover 0% to 30% in Liquidating Plan
-------------------------------------------------------------------
Debtors Zenergy Brands, Inc.; NAUP Brokerage, LLC; Zenergy Labs,
LLC; Zenergy Power & Gas, Inc.; Enertrade Electric, LLC; Zenergy &
Associates, Inc.; and Zen Technologies, Inc. filed with the United
States Bankruptcy Court for the Eastern District of Texas, Sherman
Division, a Plan of Liquidation and Disclosure Statement on
November 19, 2020.
The Plan will effect an orderly wind down of the Debtors' business
operations, a controlled liquidation of all Collateral, including
the transfer of certain assets to Eco Investments, LLC, and the
transfer of all Causes of Action to the Liquidation Trust. The Plan
further provides for the settlement of claims against the Debtor by
the Unsecured Creditor's Committee.
Debtor would sell and assign to Eco Investments all of its interest
in the Transferred Assets. On the Closing Date, Eco Investments
would pay or enter into a transaction such that the Debtor is paid
$500,000 in immediately available funds, subject to higher and
better bids in exchange for the Debtor selling and assigning the
Transferred Assets, including the Floresville ISD MESA, to Eco
Investments. The proceeds of the Purchase Price shall satisfy 100%
of all Allowed Administrative Claims in the Bankruptcy Proceeding
with all remaining funds, if any, distributed to the Liquidation
Trust.
In connection with the Transaction, the Plan shall establish the
Liquidation Trust. The Liquidation Trust Assets shall include the
following, without limitation, (i) the Residual MESAs; (ii) any and
all of the Debtors' or the Estates' Causes of Action, Avoidance
Actions, Retained Insurance Causes of Action, and insurance
coverages and insurance proceeds related thereto; (iii) $10,000
Cash to be funded by Eco Investments at Confirmation in addition to
the Additional Funds; and (iv) any Remaining Assets not listed in
(i) through (iii).
Class 5 consists of all Allowed Unsecured Claims with estimated
Allowable Claims of $5.8 million, and estimated recovery of 0% to
30% plus membership interest in Eco Investments. The 30% recovery
assumes that the Liquidation Trust is successful in asserting
certain Causes of Action.
The holder of the Allowed Unsecured Claim shall receive a Pro Rata
Liquidation Trust Interest equal to the Pro Rata amount of their
Allowed Unsecured Claim, and the Liquidation Trustee will make
distributions to all Allowed Unsecured Claims in Class 5 pursuant
to the terms and conditions of this Plan and a Liquidation Trust
Agreement, and issuance to holders of the Allowed Unsecured Claims
membership interests totaling 9% of the issued and outstanding
membership interests of Eco Investments as of the Closing Date
pursuant to the terms set forth in the Committee Settlement.
On the Effective Date, all Allowed Equity Interests in the Debtors
shall be deemed canceled and extinguished, and shall be of no
further force and effect, whether surrendered for cancellation or
otherwise, and the holders of Allowed Equity Interests shall
receive no distribution.
A full-text copy of the disclosure statement dated November 19,
2020, is available at https://tinyurl.com/yy3kdt3j from
PacerMonitor at no charge.
Attorneys for the Debtors:
Marcus A. Helt
2021 McKinney Avenue, Suite 1600
Dallas, Texas 75201
Telephone: (214) 999-3000
Facsimile: (214) 999-4667
Jack G. Haake
Washington Harbour
3000 K Street, N.W., Suite 600
Washington, D.C. 20007-5109
Telephone: (202) 672-5300
Facsimile: (202) 672-5399
About Zenergy Brands
Zenergy Brands, Inc. -- https://whatiszenergy.com/ -- is a
next-generation energy and technology company engaged in selling
energy-conservation products and services to commercial, industrial
and municipal customers. It is a business-to-business company whose
platform is a combined offering of energy services and smart
controls. Zenergy Brands is a public company, fully reporting to
the Securities and Exchange Commission and trading on the OTCQB.
Zenergy Brands and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. E.D. Tex. Lead Case No. 19-42886)
on Oct. 24, 2019. As of June 30, 2019, Zenergy Brands had total
assets of $1,944,089 and liabilities of $8,369,818.
Judge Brenda T. Rhoades oversees the cases. The Debtors tapped
Foley & Lardner LLP as their legal counsel, and Stretto as their
claims, noticing, and solicitation agent.
The Office of the U.S. Trustee has appointed creditors to serve on
the Official Committee of unsecured creditors. The committee is
represented by Kane Russell Coleman Logan PC.
ZENERGY BRANDS: WIns Nod to Solicit Votes on Wind-Down Plan
-----------------------------------------------------------
Alex Wolf of Bloomberg Law reports that Zenergy Brands Inc.
received court approval to solicit stakeholder votes on its plan to
wind down in bankruptcy and establish a liquidation trust for
unsecured creditors.
Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas authorized Zenergy to circulate its
Chapter 11 plan in a Nov. 20, 2020 order, scheduling a plan
confirmation hearing for Dec. 28, 2020.
The energy conservation servicer and product developer is proposing
to liquidate under a plan that would transfer its interest in a
managed energy services agreement for an independent school
district in Floresville, Texas to Eco Investments LLC.
About Zenergy Brands Inc.
Zenergy Brands, Inc. -- https://whatiszenergy.com/ -- is a
next-generation energy and technology company engaged in selling
energy-conservation products and services to commercial, industrial
and municipal customers. It is a business-to-business company whose
platform is a combined offering of energy services and smart
controls. Zenergy Brands is a public company, fully reporting to
the Securities and Exchange Commission and trading on the OTCQB.
Zenergy Brands and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. E.D. Tex. Lead Case No. 19-42886)
on Oct. 24, 2019. As of June 30, 2019, Zenergy Brands had total
assets of $1,944,089 and liabilities of $8,369,818.
Judge Brenda T. Rhoades oversees the cases. The Debtors tapped
Foley & Lardner LLP as their legal counsel, and Stretto as their
claims, noticing, and solicitation agent.
The Office of the U.S. Trustee has appointed creditors to serve on
the Official Committee of unsecured creditors. The committee is
represented by Kane Russell Coleman Logan PC.
[*] 32 Hospitals That Filed for Bankruptcy in 2020
--------------------------------------------------
Ayla Ellison of Becker Hospital Review reports that from
reimbursement landscape challenges to dwindling patient volumes,
many factors lead hospitals to file for bankruptcy. At least 32
hospitals across the U.S. have filed this year, and the financial
challenges caused by the COVID-19 pandemic may force more hospitals
to enter bankruptcy in coming months.
Lower patient volumes, canceled elective procedures and higher
expenses have created a cash crunch for hospitals, many of which
were already operating on thin margins. U.S. hospitals are
estimated to lose more than $323 billion this year, according to a
report from the AmericanHospital Association.
Moody's Investors Service said the sharp decline in revenue and
cash flow caused by the suspension of elective procedures could
cause more hospitals to default on their credit agreements this
year than in 2019.
Most of the hospitals that have filed for bankruptcy this year,
which are part of the health systems listed below, are operating as
normal throughout the bankruptcy process. At least two of the
hospitals that entered bankruptcy this year have shut down.
* LRGHealthcare
LRGHealthcare, a two-hospital system based in Laconia, N.H., filed
for Chapter 11 bankruptcy Oct. 19. The system entered bankruptcy
with a debt load of more than $100 million. LRGHealthcare tried to
secure a partner for more than two years to help stabilize its
finances. President and CEO Kevin Donovan said filing for
bankruptcy was necessary after it became clear that the system's
debt would be an impediment to any deal.
* Eastern Niagara Hospital
Lockport, N.Y.-based Eastern Niagara Hospital filed for Chapter 11
bankruptcy July 8, two weeks after its previous bankruptcy case was
dismissed. The hospital first filed for Chapter 11 bankruptcy in
November 2019. The bankruptcy court dismissed the case June 24 at
the request of the hospital to allow it to apply for a Paycheck
Protection Program loan. Eastern Niagara Hospital President and CEO
Anne McCaffrey said the hospital refiled for bankruptcy to continue
the debt-restructuring process.
* Quorum Health
Brentwood, Tenn.-based Quorum Health and its 23 hospitals filed for
Chapter 11 bankruptcy April 7. The company, a spinoff of Franklin,
Tenn.-based Community Health Systems, said the bankruptcy filing is
part of a plan to recapitalize the business and reduce its debt
load. Quorum emerged from bankruptcy in July.
* Randolph Health
Randolph Health, a single-hospital system based in Asheboro, N.C.,
filed for Chapter 11 bankruptcy March 6. Entering Chapter 11
bankruptcy will allow Randolph Health to restructure its debt,
which officials said is necessary to ensure the health system
continues to provide care for many more years.
* Faith Community Health System
Faith Community Health System, a single-hospital system based in
Jacksboro, Texas, filed for bankruptcy protection on Feb. 29. The
health system, part of the Jack County (Texas) Hospital District,
entered Chapter 9 bankruptcy — a bankruptcy proceeding that
offers distressed municipalities protection from creditors while a
repayment plan is negotiated.
* Pinnacle Healthcare System
Overland Park, Kan.-based Pinnacle Healthcare System's hospitals in
Missouri and Kansas filed for Chapter 11 bankruptcy Feb. 12.
Pinnacle Regional Hospital in Boonville, Mo., formerly Cooper
County Memorial Hospital, entered bankruptcy about a month after it
abruptly shut down. Pinnacle Regional Hospital in Overland Park,
formerly Blue Valley Hospital, closed about two months after
entering bankruptcy.
* Thomas Health
South Charleston, W.Va.-based Thomas Health's two hospitals filed
for Chapter 11 bankruptcy Jan. 10. In an affidavit filed in the
bankruptcy case, Thomas Health President and CEO Daniel J. Lauffer
cited several reasons the health system is facing financial
challenges, including reduced reimbursement rates and patient
outmigration. The health system said the bankruptcy process will
help it address its long-term debt and pursue strategic
opportunities.
[*] Biggest Bankruptcy Filings of Tampa Bay in 2020
---------------------------------------------------
Luke Torrance of Tampa Bay Business Journal details the biggest
bankruptcy filings of Tampa Bay in 2020.
The Covid-19 pandemic is unlike anything the globe has seen in
several generations, and its economic impact is rivaled in recent
memory only by the Great Recession. The coronavirus has been a boon
for a few companies but tough business for many more, leading to
more bankruptcies — at some point.
While many companies are in financial distress, others are trying
to hold out as long as possible due to difficulties surrounding the
current bankruptcy process. That led to the lowest number of
bankruptcies in years this summer, and filings remained down 31
percent year-to-date in 2020 versus 2019 through October, according
to the American Bankruptcy Institute. But filings are beginning to
creep upward, and bankruptcy attorneys expect filings to come
flooding in next year, when the reorganization process will be more
straightforward.
Still, there has been no shortage of bankruptcies in 2020. Here are
the 10 largest filed in Tampa Bay so far this year, as gathered by
American City Business Leads.
10. Gibraltar Homes Legends Bay LLC
This Bradenton-based homebuilder filed for Chapter 7 bankruptcy
just after the pandemic set in, back in early April. Gibraltar
listed no assets and had debts in excess of $4.22 million, almost
all of which was owed to BB&T. The company, which built condos at
Lakewood Ranch, was facing financial difficulties as far back as
2012 and has not updated its social media channels since then. They
appear again on this list.
9. Lazer Tank Lines
Located just east of downtown Tampa, this trucking company filed
for Chapter 11 bankruptcy less than a month ago. Lazer had more
than $2.18 million in assets against $4.52 million in debts, with
Bulk Resources — a provider of tank shipping equipment based in
Plant City — as its largest creditor. Lazer is not the only
trucking company on this list.
8. Gibraltar Homes LLC
The same company as the one that ranked 10th, with the same
address, attorney, bankruptcy chapter (7), major creditor (BB&T
Bank) and assets listed ($0). This company listed debts of $4.57
million and filed for bankruptcy a few days earlier, on March 31.
Of Tampa's 10 largest bankruptcies, the two Gibraltar Homes cases
were the only to file for Chapter 7.
7. Ambay Plastic Surgery PA
This Wesley Chapel-based plastic surgery center filed for Chapter
11 bankruptcy on July 7, listing assets of $143,811 against debts
of $5.48 million, with North Carolina-based Live Oak Banking Corp.
serving as the largest creditor. The practice is run by Dr. Raj
Ambray and the website lists at least five additional employees.
6. Teknia Networks & Logistics Inc.
Pinellas Park-based Teknia is an authorized dealer of Hyundai
construction equipment and vehicles, including excavators and
forklifts. The company filed for bankruptcy in late August, listing
$3.29 million in assets against $5.49 million in debts.
Unsurprisingly, Teknia's major creditor is listed as Hyundai
Construction Equipment.
5. B-Line Carriers
This Brooksville-based trucking company is one of 300 companies in
the United States to file for bankruptcy after receiving a Paycheck
Protection Program loan in excess of $150,000. Owner Jason Baldree
told the Tampa Bay Business Journal in August that the pandemic had
a massive impact on his company, which transports fuel for cruise
ships and school buses. B-Line's $500,000 PPP loan was intended to
save 60 jobs, but the company ended up filing for bankruptcy a few
months later, with $4.27 million in assets against $6 million in
debts.
4. Yodel Technologies LLC
This technology services company located in Palm Harbor is the only
bankruptcy on this list to take place before Covid-19, as Yodel
filed for Chapter 11 bankruptcy back in January. The company listed
$3.13 million in assets against $6.03 million in debts. The company
had two employees, according to Dun & Bradstreet.
3. Tango Delta Financial Inc.
Although this Sarasota-based financial company filed for bankruptcy
in May, that course of action had more to do with a pre-Covid court
case. The company was ordered in January to pay $8 million to the
bankruptcy trustee of a now-defunct, for-profit college based in
San Antonio. A lawsuit filed in 2018 alleged that Tango Delta —
then known as American Student Financial Group — engaged in a
scheme to bypass federal student aid rules and defraud the college
and the government, using the college's own money to partially fund
loans to nursing students. Tango Delta listed $13.75 million in
assets against $10.53 million in debts.
2. Outdoor by Design LLC
Outdoor by Design is a manufacturer of outdoor furniture, producing
pieces at a 220,000-square-foot facility in Sarasota. According to
Dun & Bradstreet, the company had 21 employees and generated $5.43
million in sales. The manufacturer filed for bankruptcy on June 1,
listing $3.09 million in assets and $10.54 million in debts.
1. Teewinot Life Sciences Corp.
Tampa Bay's biggest bankruptcy so far in 2020 is this
biopharmaceutical company based in Westchase. According to its
website, Teewinot provides "development and production of
cannabinoids and their derivatives for consumer and pharmaceutical
products." When the company filed for Chapter 11 bankruptcy in late
August, it listed assets approaching $26 million — almost as much
as the assets of the other nine companies listed here combined —
and debts of $13.67 million. Tuatara Capital Parallel Fund I LP was
identified as the largest creditor, although they were owed only
$2.17 million.
[^] BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace
-------------------------------------------------------------
Author: Warren E. Agin
Publisher: Bowne Publishing Co.
List price: $225.00
Review by Gail Owens Hoelscher
Red Hat Inc. finds itself with a high of 151 5/8 and low of 20 over
the last 12 months! Microstrategy Inc. has roller-coasted from a
high of 333 to a low of 7 over the same period! Just when the IPO
boom is imploding and high-technology companies are running out of
cash, Warren Agin comes out with a guide to the legal issues of the
cyberage.
The word "cyberspace" did not appear in the Merriam-Webster
Dictionary until 1986, defined as "the on-line world of computer
networks." The word "Internet" showed up that year as well, as "an
electronic communications network that connects computer networks
and organizational computer facilities around the world."
Cyberspace has been leading a kaleidoscopic parade ever since, with
the legal profession striding smartly in rhythm. There is no
definition for the word "cyberassets" in the current
Merriam-Webster. Fortunately, Bankruptcy and Secured Lending in
Cyberspace tells us what cyberassets are and lays out in meticulous
detail how to address them, not only for troubled technology
companies, but for all companies with websites and domain names.
Cyberassets are primarily websites and domain names, but also
include technology contracts and licenses. There are four types of
assets embodied in a website: content, hardware, the Internet
connection, and software. The website's content is its fundamental
asset and may include databases, text, pictures, and video and
sound clips. The value of a website depends largely on the traffic
it generates.
A domain name provides the mechanism to reach the information
provided by a company on its website, or find the products or
services the company is selling over the Internet. Examples are
Amazon.com, bankrupt.com, and "swiggartagin.com." Determining the
value of a domain name is comparable to valuing trademark rights.
Domain names can come at a high price! Compaq Computer Corp. paid
Alta Vista Technology Inc. more than $3 million for "Altavista.com"
when it developed its AltaVista search engine.
The subject matter covered in this book falls into three groups:
the Internet's effect on the practice of bankruptcy law; the ways
substantive bankruptcy law handles the impact of cyberspace on
basic concepts and procedures; and issues related to cyberassets as
secured lending collateral.
The book includes point-by-point treatment of the effect of
cyberassets on venue and jurisdiction in bankruptcy proceedings;
electronic filing and access to official records and pleadings in
bankruptcy cases; using the Internet for communications and
noticing in bankruptcy cases; administration of bankruptcy estates
with cyberassets; selling bankruptcy estate assets over the
Internet; trading in bankruptcy claims over the Internet; and
technology contracts and licenses under the bankruptcy codes. The
chapters on secured lending detail technology escrow agreements for
cyberassets; obtaining and perfecting security interests for
cyberassets; enforcing rights against collateral for cyberassets;
and bankruptcy concerns for the secured lender with regard to
cyberassets.
The book concludes with chapters on Y2K and bankruptcy; revisions
in the Uniform Commercial Code in the electronic age; and a
compendium of bankruptcy and secured lending resources on the
Internet. The appendix consists of a comprehensive set of forms for
cyberspace-related bankruptcy issues and cyberasset lending
transactions. The forms include bankruptcy orders authorizing a
domain name sale; forms for electronic filing of documents;
bankruptcy motions related to domain names; and security agreements
for Web sites.
Bankruptcy and Secured Lending in Cyberspace is a well-written,
succinct, and comprehensive reference for lending against
cyberassets and treating cyberassets in bankruptcy cases.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2020. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***