/raid1/www/Hosts/bankrupt/TCR_Public/210218.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, February 18, 2021, Vol. 25, No. 48
Headlines
84 LUMBER CO: Moody's Affirms B1 CFR & Alters Outlook to Positive
ADIO PHARMACY: Seeks to Hire Blue & Co as Accountant
AGUPLUS LLC: March 15 Plan Confirmation Hearing Set
ART CAPITAL: Seeks Approval to Hire CFGI as Accountant
AXIA REALTY: Sale of Condo Units to Fund 100% Plan
BLACKRIDGE TECHNOLOGY: Research Unsecureds to Split $497K in Plan
CABLE ONE: Moody's Affirms Ba3 CFR on Planned Hargray Acquisition
CENTURY 21: Unsecured Creditors to Recover 30% to 40% in Plan
CENTURY 21: Wind-Down Case Attracts Claims Traders
CENTURY 21: Wins Cash Collateral Access on Final Basis
CINEMEX HOLDINGS: Landlord Slams Bid to Narrow $3-Mil. Judgment
COMAIR LTD: South African Carrier Files Chapter 15 in New York
CONGERS PHARMACY: Wins Cash Collateral Access Thru March 25
CONQUEST FOODS: Case Summary & 20 Largest Unsecured Creditors
COUNTRY FRESH: Files for Chapter 11 With $119M in Debt
COUNTRY FRESH: Seeks Sale of Business; Stellex Is Lead Bidder
CUPPA INC: Case Summary & 20 Largest Unsecured Creditors
D. W. TRIM: Seeks to Use Cash Collateral
DANNY R. BARTEL: Seeks to Hire Davis Ermis as Legal Counsel
DANNY R. BARTEL: Seeks to Hire Freemon Shapard as Accountant
DEAN & DELUCA: Emerged From Chapter 11 on Jan. 28
DIAMOND HOLDING: Hires Gleichenhaus Marchese as Special Counsel
DW TRIM: Case Summary & 20 Largest Unsecured Creditors
EAGLEVIEW TECHNOLOGY: Loan Add-on No Impact on Moody's B3 CFR
EASTERDAY RANCHES: Wins Interim Cash Collateral Access
FORD STEEL: March 10 Plan Confirmation Hearing Set
FRICTIONLESS WORLD: March 30 Disclosure Statement Hearing Set
GARRETT MOTION: Court Judge Questions Stock Deal
GARRETT MOTION: Equity Committee Says Plan Patently Unconfirmable
GARRETT MOTION: Further Amends Plan Docs. to Address Concerns
GARRETT MOTION: Gibson Dunn 2nd Update on First Lien Group
GARRETT MOTION: Ropes & Gray 3rd Update on Noteholder Group
GATEWAY RADIOLOGY: Seeks to Hire Beighley Myrick as Special Counsel
GCM GROSVENOR: Moody's Assigns Ba3 CFR, Outlook Positive
GENERAL CANNABIS: Sells $1.66 Million Convertible Notes
GIRARDI & KEESE: Don't Evict Founder from Mansion, Brother Asks
GIRARDI & KEESE: Ex-Lawyer Seeks Out Theft Suit Settlement
GLENROY COACHELLA: Case Summary & 20 Largest Unsecured Creditors
GLENROY COACHELLA: Hotel Project Files for Chapter 11
HEARTWISE INCORPORATION: Hires Trojan Law as Special Counsel
HENRY FORD VILLAGE: Plan Proposal Period Extended to Aug. 31
HILLMAN GROUP: Moody's Hikes CFR to B1 Following Landcadia Merger
HOMES4FAMILIES LLC: Wins Cash Collateral Access on Final Basis
HOST HOTELS: Successfully Extends Credit Facility Waiver Period
ILLINOIS JACK: Case Summary & 20 Largest Unsecured Creditors
IRONCLAD ENCRYPTION: Unsecured Creditors to Recover 50% in Plan
IRONSIDE LLC: Asks Court to Extend Exclusivity Period to April 19
J.J.W. METAL: Seeks Approval to Hire Special Counsel
KEYSTONE ACQUISITION: Moody's Affirms B3 CFR on Earnings Growth
KNOTEL INC: Seeks Approval to Hire 'Ordinary Course' Professionals
KNOTEL INC: Seeks to Hire Ernst & Young to Provide Tax Services
KNOTEL INC: Seeks to Hire Fenwick & West as Corporate Counsel
KNOTEL INC: Seeks to Hire Milbank LLP as Bankruptcy Counsel
KNOTEL INC: Seeks to Hire Moelis & Company as Investment Banker
KNOTEL INC: Seeks to Hire Morris Nichols as Delaware Counsel
KNOTEL INC: Seeks to Hire Omni Agent as Administrative Agent
KNOTEL INC: Unsecured Creditors Object to $70M Newmark Credit Bid
KWOR ACQUISITION: Moody's Affirms B3 CFR on Debt Funded Dividend
LAROCHE CARRIER: Unsec. Creditors Won't Recovery Anything in Plan
LEGENDS GOLF ORLANDO: Stoneybrook West Hits Auction Block
MARTIN DEVELOPMENT: Wins Cash Collateral Access Thru April 9
MATTEL INC: Moody's Completes Review, Retains B1 CFR
MISSOURI JACK: Case Summary & 20 Largest Unsecured Creditors
MMZ HOLDINGS: Case Summary & 2 Unsecured Creditors
MUSEUM OF AMERICAN JEWISH: Wins Cash Collateral Access Thru Mar 22
NA RAIL: Moody's Affirms B2 CFR & Alters Outlook to Stable
NASDI LLC: Seeks to Hire McAlpine PC as Special Counsel
NATIONAL RIFLE ASSOCIATION: Has Disqualifying Conflicts, Says UST
NORTHERN OIL: Signs $550M Purchase Deal with BofA Securities
NOVELION THERAPEUTICS: Chapter 15 Case Summary
O & B HACKING: Court Approves Disclosure Statement
OMNIQ CORP: Gets $2.1 Million Purchase Order for Software Solution
ONABREAK LLC: Seeks to Hire Freeman Law as Legal Counsel
OPTION CARE: Closes Underwritten Offering of Common Shares
PBS BRAND: Starts Bankruptcy Sale Process
PERMIAN HOLDCO 1: Wants May 17 Plan Exclusivity Extension
RIOT BLOCKCHAIN: Names Jason Les as CEO, Appoints New Director
ROBERT FORD: Seeks Cash Collateral Access
SEANERGY MARITIME: Receives Waiver on Loan Covenant
SHELTON BROTHERS: Wins Cash Collateral Access Thru March 25
SITO MOBILE: Exclusivity Period Extended to March 2
SKLAR EXPLORATION: Seeks to Extend Plan Filing Period to April 19
SOLSTICE MARKETING: Case Summary & 20 Largest Unsecured Creditors
SUMMIT HOTEL: Amends Credit Agreements, Covenant Waiver Extended
SUNOPTA INC: Board OKs One-Time Grants of Stock Units for Execs
THUNDER RAIN: Seeks to Hire Bailey Johnson as Counsel
U.S. GLOVE: Seeks Cash Collateral Access Thru April 15
URBAN COMMONS: Voluntary Chapter 11 Case Summary
VILLAS OF WINDMILL: US Trustee Opposes Trustee's Plan Disclosures
WASHINGTON PRIME: Misses $23.2-Mil. Bond Payment, Hires Advisors
WASHINGTON PRIME: Modifies Compensation Program
WC 4811 SOUTH: Seeks to Hire Reed Smith as Bankruptcy Counsel
WC 4TH AND COLORADO: Seeks to Hire Reed Smith as Bankruptcy Counsel
WC CUSTER CREEK: Seeks to Hire Reed Smith as Bankruptcy Counsel
WC TEAKWOOD: Seeks to Hire Reed Smith as Bankruptcy Counsel
[*] Pinkas to Chair Greenberg Traurig's NY Bankruptcy Practice
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
84 LUMBER CO: Moody's Affirms B1 CFR & Alters Outlook to Positive
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Moody's Investors Service affirmed 84 Lumber Company's B1 Corporate
Family Rating and B1-PD Probability of Default Rating. Moody's also
upgraded the rating assigned to 84 Lumber Company's senior secured
term loan due 2026 to B2 from B3, which is being increased to $607
million from $307 million. Proceeds from the incremental $300
million add-on to the term loan will be used to repay revolver
borrowings and to pay a dividend. 84 Lumber is also reducing the
pricing of its existing term loan. The outlook is changed to
positive from stable.
The replenished availability under the revolver will be used for
working capital requirements and minimal letter of credit
commitments. Cash interest savings will not be material relative to
the company's total interest payments of about $30 million per
year.
The change in outlook to positive from stable reflects Moody's
expectation that over the next year 84 Lumber will benefit from
growth in new home construction and residential repair and
remodeling activity, the main drivers of 84 Lumber's revenue.
Moody's has a positive outlook for US Homebuilding with good growth
expected. More revolver availability and no near-term maturities
further support the positive outlook.
The upgrade of 84 Lumber's senior secured term loan to B2 from B3
results from this debt becoming a greater portion of 84 Lumber's
capital structure resulting in higher expected recovery values
relative to the lower revolver outstandings. The term loan is
subordinated to the company's asset based revolving credit facility
and has a first lien on substantially all noncurrent assets and a
second lien on assets securing the company's asset based revolving
credit facility (ABL priority collateral).
The following ratings are affected by the action:
Affirmations:
Issuer: 84 Lumber Company
Corporate Family Rating, Affirmed B1
Probability of Default Rating, Affirmed B1-PD
Upgrades:
Issuer: 84 Lumber Company
Senior Secured Term Loan B, Upgraded to B2 (LGD5) from B3 (LGD5)
Outlook Actions:
Issuer: 84 Lumber Company
Outlook, Changed To Positive From Stable
RATINGS RATIONALE
84 Lumber's B1 CFR reflects Moody's views that the company is well
positioned to capitalize from growth in new home construction and
residential repair and remodeling activity expectation and good
liquidity. However, Moody's also expects Mrs. Margaret Hardy-Knox,
President and owner of 84 Lumber, will continue to draw meaningful
annual dividends and will dampen free cash flow. This capital could
otherwise be used to enhance liquidity or for potential
acquisitions. Moody's believes that significant operating margin
expansion beyond Moody's projected range of 5.0% - 7.5% will be
difficult to achieve due to strong competition and 84 Lumber's
product mix is reliant on commodity-like products such as plywood
and lumber, which are easily available from other distributors.
However, 84 Lumber has low leverage. Moody's estimates adjusted
debt-to-LTM EBITDA of 2.2x at year end 2021 and interest coverage,
measured as EBITA-to-interest-expense, will remain above 5.5x
through 2021.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade:
Debt-to-LTM EBITDA is sustained below 3.0x
Operating margin is maintained above 5.0%
The company's liquidity improves through improving free cash flow
Factors that could lead to a downgrade:
Debt-to-LTM EBITDA is sustained above 4.0x
The company's liquidity profile deteriorates
Aggressive acquisition or shareholder initiatives
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.
84 Lumber Company, headquartered in Eighty Four, Pennsylvania, is a
national distributor of lumber and building materials and provides
construction services for new residential construction. Trusts for
the benefit of Mrs. Margaret Hardy-Knox are the beneficial owners,
controlling nearly 95% of 84 Lumber.
ADIO PHARMACY: Seeks to Hire Blue & Co as Accountant
----------------------------------------------------
ADiO Pharmacy Distribution Services, PLLC seeks approval from the
U.S. Bankruptcy Court for the Western District of Kentucky to hire
Blue & Co., LLC to prepare its tax returns and provide accounting
services.
The firm will be paid at these rates:
Director $495 per hour
Senior Manager $465 per hour
Manager $350 per hour
Senior Staff $260 per hour
Staff $220 per hour
Intern $185 per hour
Admin $150 per hour
Angela Zirkelbach, CPA, director-in-charge of Blue & Co, disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Angela L. Zirkelbach, CPA
12800 N. Meridian Street, Suite 400
Carmel, IN 46032
Phone: 317-713-7961
Email: azirkelbach@blueandco.com
About ADiO Pharmacy Distribution Services
Paducah, Ky.-based ADiO Pharmacy Distribution Services, PLLC
operates full-service pharmacies.
ADiO Pharmacy Distribution Services sought protection under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 20-50588) on
Nov. 19, 2020. In its petition, the Debtor disclosed total assets
of $351,496 and total liabilities of $5,797,269. CEO Vivek
Swaminathan signed the petition.
Judge Alan C. Stout oversees the Debtor's case. Michael L.
Wheatley is the Chapter 11 Subchapter V trustee appointed in the
case.
The Debtor tapped Seiller Waterman, LLC as its legal counsel and
Blue & Co., LLC as its accountant.
AGUPLUS LLC: March 15 Plan Confirmation Hearing Set
---------------------------------------------------
On Jan. 25, 2021, debtors AguPlus, LLC and Agu-V, Inc., filed with
the U.S. Bankruptcy Court for the District of Hawaii an Amended
Disclosure Statement for Joint Chapter 11 Liquidating Plan.
On Jan. 25 and 26, 2021, Debtors caused to be served a Notice of
Filing of the Amended Disclosure Statement and the Debtors' Joint
Liquidating Plan of Jan. 25, 2021, and the Ballot conforming for
Accepting or Rejecting Plan of Reorganization to be transmitted to
the Office of the United States Trustee, the Internal Revenue
Service, the State of Hawaii Department of Taxation, to the secured
creditors and all unsecured creditors and parties-in interest, as
provided in Fed. R. Bankr. P. 3017(d).
On Feb. 9, 2021, Judge Robert J. Faris approved the Amended
Disclosure Statement and ordered that:
* March 1, 2021, is fixed as the deadline for written
acceptances or rejections (ballots) of the Debtors' Joint Chapter
11 Liquidating Plan.
* March 5, 2021, is the last day to file an administrative
claim pursuant to the Order Granting Ex Parte Motion to Set
Administrative Claims Bar Date.
* March 8, 2021, is the Deadline to file Ballot tabulation.
* March 8, 2021, is the Deadline to file objections to
confirmation.
* March 15, 2021, at 2:00 p.m., is the date and time fixed for
the hearing on confirmation of the Debtors’ Joint Chapter 11
Liquidating Plan.
* March 15, 2021, at 2:00 p.m., is the hearing on the Debtors'
Motion to (1) Obtain Post-Petition Secured Exit Financing in
Connection with Joint Plan of Liquidation; (2) Grant Security
Interests and Superpriority Claims Pursuant to Section 364(c) of
the Bankruptcy Code.
A full-text copy of the order dated Feb. 9, 2021, is available at
https://bit.ly/3aqX5fq from PacerMonitor at no charge.
Attorneys for Debtors:
O'CONNOR PLAYDON GUBEN & INOUYE LLP
JERROLD K. GUBEN 3107-0
733 Bishop Street, Suite 2400
Honolulu, Hawaii 96813
Telephone: (808) 524-8350
Facsimile: (808) 531-8628
E-mail: JKG@opgilaw.com
About AguPlus LLC
AguPlus, LLC, a Hawaii-based company that operates ramen
restaurants. The man behind the concept of the Agu ramen
restaurants was Hisashi Uehara, who was born in Okinawa, Japan, and
moved to Hawaii at the age of 14. In 2013, Hisashi opened his
first ramen shop at 925 Isenberg Street, Honolulu, Hawaii. At its
peak in 2018, AguPlus had 7 locations in Hawaii and 7 in Texas.
When it sought bankruptcy, only 3 locations in Texas, and the
original Isenberg location in Hawaii remained open.
AguPlus, LLC, and its affiliate Agu-V, Inc., filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Hawaii Lead Case No. 19-01529) on Nov. 29, 2019.
In the petitions signed by Rika Takahashi, manager, AguPlus was
estimated to have $500,000 to $1 million in assets and $10 million
to $50 million in liabilities while Agu-V was estimated to have
$500,000 to $1 million in assets and $500,000 to $1 million in
liabilities.
Judge Robert J. Faris oversees the case.
O'Connor Playdon Guben & Inouye LLP serves as Debtors' legal
counsel.
ART CAPITAL: Seeks Approval to Hire CFGI as Accountant
------------------------------------------------------
Art Capital Bermuda Ltd. and BlueFin Servicing Ltd. seek approval
from the U.S. Bankruptcy Court for the Southern District of New
York to hire CFGI to provide them with accounting and financial
advisory services throughout the Chapter 11 process.
The hourly rates charged by Joseph Baum, a partner at CFGI, range
from $775 to $580.
Mr. Baum disclosed in a court filing that his firm is a
"disinterested person" as that term is defined by Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Joseph Baum
CFGI
340 Madison Avenue, 3rd Floor
New York, NY 10173
Phone: (646) 360-2850
Email: jbaum@cfgi.com
About Art Capital Bermuda
Art Capital Bermuda Ltd. and BlueFin Servicing Ltd. are finance and
lending companies established in Bermuda, providing off-shore
secured loan opportunities, mainly involving the financing of fine
art by collectors, brokers and dealers.
Art Capital and BlueFin Servicing filed their voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 20-12400) on Oct. 8, 2020. At the time of the
filing, the Debtors disclosed assets of between $1 million and $10
million and liabilities of the same range.
Judge James L. Garrity Jr. oversees the cases.
The Debtors tapped Goldberg Weprin Finkel Goldstein, LLP as their
legal counsel and CFGI as their accountant and financial advisor.
AXIA REALTY: Sale of Condo Units to Fund 100% Plan
--------------------------------------------------
Axia Realty, LLC, filed a Plan of Reorganization and a Disclosure
Statement on Feb. 15, 2021.
The Debtor is a New York limited liability company and the sponsor
of a boutique luxury condominium development located at the
Property. Commencing in or about 2012, the Debtor embarked on a
total gut renovation of the Property and converted the Property
into a six-unit condominium development. The construction was
substantially completed in 2016 to 2017. Pursuant to the Fifth
Amendment to the Offering Plan, the Offering Plan was declared
effective in February 2017.
The Debtor believes the fair market value of the Retained
Condominium units is between $30,000,000 and $40,000,000. This
valuation is based upon the Debtor's best estimate after consulting
with numerous brokers and consideration of the current real estate
market in Manhattan.
The Plan is predicated upon the Debtor's post-confirmation sale of
the Retained Condominium Units. From the sale proceeds, the
Reorganized Debtor shall satisfy in full the DIP Loan and pay all
creditors whether secured or unsecured 100% of their allowed claims
plus applicable interest rendering them unimpaired and conclusively
deemed to have accepted the Plan. The Debtor disputes certain
insider Claims filed by Phoenix and Levant. Cedro, Silver Lining
and Neyor, each have asserted Claims individually and derivatively
on behalf of the Condominium against the Debtor. These Claims are
detailed in the Cedro Action. The Debtor and/or the
ReorganizedDebtor likely intends to object to these Claims and
attempt to resolve any objections consensually. However, if the
Bankruptcy Court determines the Claims are Allowed Claims, they
will be paid in full plus interest under the Plan. The Reorganized
Debtor shall continue to be managed on a day-to-day basis by
Antonia.
The Debtor's Equity Interest Holders will retain their Equity
Interests as they existed on the Petition Date but shall receive no
distribution until the DIP Lender's Claim is fully paid and all
Allowed Claims plus interest from the Petition Date are fully paid.
Class 3 General Unsecured Claims will receive 100% of their allowed
claims, with interest at 3% per annum from the Petition Date, to be
paid in cash from the sale proceeds from the Retained Condominium
Units.
The Plan will be funded from the Sale of the Retained Condominium
Units and from the DIP Loan.
A full-text copy of the Disclosure Statement dated February 15,
2021, is available at https://bit.ly/2NE6wPG from PacerMonitor.com
at no charge.
Attorneys for Axia Realty, LLC:
Scott S. Markowitz, Esq.
Robert A. Wolf, Esq.
TARTER KRINSKY & DROGIN LLP
1350 Broadway, 11th Floor
New York, New York 10018
(212) 216-8000
smarkowitz@tarterkrinsky.com
rwolf@tarterkrinsky.com
About Axia Realty
New York-based Axia Realty, LLC filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 20-12511) on Oct. 26, 2020. Antonia Milonas,
manager, signed the petition. In its petition, the Debtor disclosed
$45,750,000 in assets and $9,197,428 in liabilities.
Judge Martin Glenn presides over the case.
The Debtor tapped Tarter Krinsky & Drogin LLP as bankruptcy counsel
and Vernon Consulting Inc. as financial advisor and accountant.
BLACKRIDGE TECHNOLOGY: Research Unsecureds to Split $497K in Plan
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Blackridge Technology International, Inc., et al., filed a First
Amended Plan of Reorganization.
The hearing to consider confirmation of the Debtors' Plan has been
continued to March 9, 2021, at 2:00 p.m.
According to the Amended Plan, Class 1 Allowed Priority Wage Claims
estimated in the amount of $593,057, in combination with the
allowed priority tax claims of $15,398, will be paid pro rata of
their allowed claim amount, without statutory interest on or before
the effective date of the Plan, from the approximate sum of
$173,000 available from the net sales proceeds. Accordingly, the
Class 1 Allowed Priority Wage Claims are impaired under the Plan.
The International and Holdings Class 2A Allowed General Unsecured
Claims, calculated in the total amount of $32,527,953 will be paid
pro rata from net sale monies available, if any. It is projected
that there will be no sale monies available to pay the Class 2A
Allowed General Unsecured Claims, therefore, the claim amounts
owing will remain unpaid, with no prospect for any payment.
Accordingly, the Class 2A Allowed General Unsecured claims are
impaired under the Plan.
The Research Class 2B Allowed General Unsecured Claims, calculated
in the total amount of $2,147,000 shall be paid pro rata from net
sale monies available. It is projected that there will be some
sale monies available to pay the Class 2B Allowed General Unsecured
Claims, estimated in the amount of $497,000 after deduction of
estimated allowed administrative expenses of approximately $86,000
which Class 2B allowed general unsecured claims will be paid pro
rata. Accordingly, the Class 2B Allowed General Unsecured Claims
are impaired under the Plan.
The equity interests of the shareholders will remain unchanged. The
common stock of International/Holdings is estimated to be valued at
zero. Accordingly, the Class 3 equity interests of the Debtors are
unimpaired under the Plan.
The Debtors shall fund the proposed Plan payments through monies
collected from the Court approved sales of the Debtors' assets.
A full-text copy of the First Amended Plan dated Feb. 9, 2021, is
available at https://bit.ly/3dlT79u from PacerMonitor.com at no
charge.
Attorneys for the Debtors:
Stephen R. Harris
Harris Law Practice LLC
6151 Lakeside Drive, Suite 2100
Reno, NV 89511
Telephone (775) 786-7600
Email: steve@harrislawreno.com
About Blackridge Technology
Blackridge Technology International develops, markets, and supports
a family of products that provide a next-generation cybersecurity
solution for protecting enterprise networks and cloud services.
Blackridge Technology International filed a voluntary Chapter 11
petition (Bankr. D. Nev. Case No. 20-50314) on March 13, 2020. In
the petition signed by Robert J. Graham, president, the Debtor was
estimated $10 million to $50 million in both assets and
liabilities.
Judge Bruce T. Beesley oversees the case.
Stephen R. Harris, Esq., at Harris Law Practice LLC, is the
Debtor's legal counsel. The Debtor also tapped Patagonia Capital
Advisors as their investment banker.
CABLE ONE: Moody's Affirms Ba3 CFR on Planned Hargray Acquisition
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Moody's Investors Service affirmed Cable One, Inc.'s Ba3 Corporate
Family Rating and the Ba3-PD Probability of Default Rating. Moody's
also affirmed the B2 senior unsecured rating and Ba3 senior secured
bank credit facility rating. The SGL-1 Speculative Grade Liquidity
Rating is maintained. The outlook is stable.
Cable One announced it has entered into a definitive agreement to
acquire the equity interests in Hargray Acquisition Holdings, LLC,
the ultimate parent of Hargray Communications Group, Inc. that it
does not already own. The equity interests to be acquired by Cable
One represent approximately 85% of Hargray on a fully diluted
basis. Cable One has been a minority investor in Hargray since
October 1, 2020, when the Company contributed its system serving
Anniston, Alabama and surrounding areas to Hargray in exchange for
equity interests representing approximately 15% of Hargray on a
fully diluted basis. The transaction, which implies a $2.2 billion
total enterprise value, will expand Cable One's presence into the
Southeastern U.S. and enable Cable One to capitalize on Hargray's
experience and expertise in fiber expansion.
According to Cable One management, Hargray generated approximately
$128 million in Adjusted EBITDA on an annualized basis for the
quarter ended December 31, 2020 ("4Q LQA"), and they expect to
realize approximately $45 million in estimated annual run-rate
synergies within three years of closing the transaction. The
purchase price represents multiples of Hargray's 4Q LQA Adjusted
EBITDA of 17.2x before taking into account estimated run-rate
synergies; and 12.7x after assuming the immediate realization in
full of the $45 million in estimated run-rate synergies.
Cable One intends to finance the transaction with a combination of
existing cash resources, revolving credit facility capacity, and
proceeds from new indebtedness and/or equity capital. Cable One has
received $900 million of definitive bridge loan commitments from
J.P. Morgan and Credit Suisse to finance a portion of the purchase
price.
The transaction is subject to certain regulatory approvals and
other customary closing conditions and is expected to be completed
during the second quarter of 2021.
Moody's expect this transaction to add scale and geographic
diversity, but also initially increase leverage and capital
intensity, and reduce EBITDA margins. The affirmation of the
ratings reflects Moody's view that governance risk is unchanged,
with leverage that will remain within Moody's tolerances for the
Ba3 CFR and aligned with management's financial policy which
targets leverage at or below 4.0x to 4.5x. Hargray will contribute
and represent approximately 16% and 13%, respectively, of the pro
forma combined revenue and EBITDA (Moody's adjusted 2021
projections, at year end following acquisition). Hargray operates
in 4 states, with footprint added in South Carolina, Georgia,
Northern Florida, and Alabama. Moody's expect Cable One's ownership
of the assets will produce up to $45 million in synergies, will
lower capital intensity, and improve EBITDA margins and free cash
flows.
In connection with the transaction there is some uncertainty about
the ultimate capital and organizational structure and mix of claim
priorities. To the extent the financing mix for Hargray includes a
significant component of unsecured debt, there could be upward
rating pressure on the Ba3 senior secured rating.
LIST OF AFFECTED RATINGS:
Affirmations:
Issuer: Cable One, Inc.
Probability of Default Rating, Affirmed Ba3-PD
LT Corporate Family Rating, Affirmed Ba3
Senior Secured Bank Credit Facility, Affirmed Ba3 (LGD3)
Senior Unsecured Regular Bond/Debenture, Affirmed B2 (LGD5) from
(LGD6)
Outlook Actions:
Issuer: Cable One, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
Cable One, Inc.'s Ba3 Corporate Family Rating reflects the
Company's strong balance sheet supported by moderate leverage,
despite a very active, but disciplined M&A growth strategy. The
Company also benefits from a diversified footprint, superior
network speeds, a favorable competitive environment, and a very
profitable business model that produces EBITDA margins approaching
50%. Constraining the rating is the Company's declining video (and
voice) services which exhibit low penetration, and high loss rates.
The service offering is subject to intense competition and is being
harvested for cash and profits. There is moderate governance risk,
with a tolerance for leverage at or below 4.0x-4.5x for M&A, and
dividends. This event risk is the primary constraint to a higher
rated credit profile.
The Company has very good liquidity, supported by positive
operating cash flow, an undrawn $500 million revolving credit
facility, and covenant cushion. The credit profile also benefits
from a favorable maturity profile with no maturities until 2025.
RATING OUTLOOK
The stable outlook reflects our expectation that revenue will rise
to near $1.7 billion and EBITDA will rise to over $900 million,
over the next 12-18 months, with EBITDA margins rising to the high
50% range. Net of capex (about 25% of revenue) and interest (about
4% weighted average borrowing cost), Moody's project free cash flow
to rise near $200 million. Free cash flow to debt will be 3%- 6%.
Moody's expect liquidity to remain very good. Unless otherwise
notes, all figures are Moody's adjusted and include Hargray, over
next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that Could Lead to an Upgrade
Gross debt / EBITDA (Moody's adjusted) sustained comfortably below
3.5x with commitment by management to sustain metrics at this
level
Free cash flow to gross debt (Moody's adjusted) sustained above
10%
Moody's could also consider a positive rating action if financial
policy was more conservative, the scale of the Company was larger,
or there was more diversity in the business model without negative
implications on profitability.
Factors that Could Lead to a Downgrade
Gross debt / EBITDA (Moody's adjusted) sustained above 4.5x
Free cash flow to gross debt (Moody's adjusted) sustained below
5%
Moody's could also consider a negative rating action if liquidity
deteriorated, financial policy turned more aggressive, or there was
a material and unfavorable change in the scale, diversity or
operating performance.
The principal methodology used in these ratings was Pay TV
published in December 2018.
Headquartered in Phoenix, AZ, Cable One, Inc. offers traditional
and advanced video services including digital television,
video-on-demand, high-definition television, as well as high-speed
Internet access and phone service. The Company passes 2.3 million
homes, in 21 states across the West, Mid-West, and South (including
Arizona, Idaho, Illinois, Mississippi, Missouri, Oklahoma, and
Texas), serving more than 900 thousand residential and commercial
customers. Revenue for the last twelve months ended September 30,
2020 was approximately $1.3 billion.
Founded in 1947, Hargray is a regional telecommunications company
providing advanced Internet, television, and telephone
communications services to residential and business customers in 14
markets across Alabama, Florida, Georgia, and South Carolina.
Hargray offers gigabit-capable services to approximately 99% of its
customers. Approximately 60% of Hargray's total revenues for the
12-month period ended December 31, 2020 were derived from
residential data and business services customers.
CENTURY 21: Unsecured Creditors to Recover 30% to 40% in Plan
-------------------------------------------------------------
Century 21 Department Stores LLC and its affiliates filed with the
U.S. Bankruptcy Court for the Southern District of New York a Joint
Chapter 11 Plan and a Disclosure Statement on Feb. 9, 2021.
The Court has scheduled the confirmation hearing for April 26,
2021, at 11:00 a.m. Objections to confirmation of the Plan must be
filed with the Court and served so as to be actually received no
later than April 15, 2021, at 12:00 p.m. The voting deadline is
April 15, 2021, at 8:00 p.m.
The Debtors tapped Hilco Merchant Resources, LLC, and Gordon
Brothers Retail Partners, LLC, to conduct going-out-of-business
sales at each of the Debtors' store locations. The stores were
closed on a rolling basis with all GOB Sales concluded by Dec. 6,
2020.
In December, the Court approved the sale of the Debtors'
intellectual property assets to Gindi C21 IP LLC for $9 million,
which outbid 8 parties.
The Debtors have monetized their largest asset -- their $175
million claims against insurers after Covid-19 devastated their
operations. In December, the Debtors won approval of the sale of
their legal claims against the insurers to C21 Blue Insurance LLC
(owned by entities related to co-CEO Raymond Gindi). The Creditors
Committee reached a deal for the Gindi family to purchase the
interests in the insurance action for at least $59 million, which
would allow unsecured creditors a base recovery of 36%, from just
15.7% in the original transaction proposed by the Debtors. The
parties won court approval of the transaction on Dec. 28, 2020.
The "base" recoveries do not take into account any upside sharing
of the proceeds -- the Debtors will receive 10% of proceeds
actually received in excess of $75 million of that portion of the
cash gross proceeds received from the Insurance Action. The
transaction also provided for (i) a release of claims -- including
tens of millions of dollars in unpaid rent and on account of lease
rejection damages –- that the Gindi parties hold against the
Debtors and the Debtors' estates, (ii) indemnification for the
Debtors' estates provided by the Gindi parties.
The proceeds of the Insurance Action Interest Sale and Gindi
Settlement provided the Debtors with means to satisfy in full, in
cash the outstanding loan balance owed to the Prepetition Secured
Lenders.
From and after the Effective Date, Century 21 Department Stores
LLC, as may be renamed ("the Wind-Down Debtor"), will continue in
existence for the purpose of winding up the Debtors' affairs as
expeditiously as practicable. The Plan contemplates, among other
things, distributions to Holders of Allowed Claims in accordance
with the terms of the Plan, followed by the Wind Down of the
Wind-Down Debtor. Under the Plan, the remaining assets of the
Debtors will be distributed to creditors in accordance with the
waterfall priority payment scheme.
The Creditors Committee recommends that Holders of General
Unsecured Claims vote in favor of the Plan.
As of the Petition Date, the Debtors were jointly and severally
indebted and liable to the Prepetition Secured Parties not less
than (a) $56,260,439 (inclusive of letters of credit).
As of the Petition Date, unsecured creditors had claims against the
Debtors in excess of $200 million. Unsecured claims against the
Debtors include (a) accrued and unpaid trade and other unsecured
debt incurred in the ordinary course of the Debtors' business, (b)
unpaid amounts owed to the Debtors' vendors, and (c) claims for
unpaid rent and other obligations under the Debtors' leases. The
Debtors' deferred compensation plan is underfunded by $20.3
million.
Class 1 consists of Other Secured Claims and shall receive an
estimated recovery of 100% in Plan, while General Unsecured Claims
in Class 3 shall receive an estimated recovery of 30% to 40%.
The Plan Administrator will fund distributions under the Plan with
cash held on the Effective Date by or for the benefit of the
Debtors or Wind-Down Debtor, and the proceeds of any non-cash or
contingent assets held by the Wind-Down Debtor, including Insurance
Action Proceeds, if any.
A full-text copy of the Disclosure Statement dated Feb. 9, 2021, is
available at https://bit.ly/2M1PfiU from PacerMonitor.com at no
charge.
Attorneys for Debtors:
Matthew A. Skrzynski
PROSKAUER ROSE LLP
Eleven Times Square
New York, NY 10036
Telephone: (212) 969-3000
Facsimile: (212) 969-2900
- and –
Jeff J. Marwil
Jordan E. Sazant
Brooke H. Blackwell
Michael Wheat
PROSKAUER ROSE LLP
70 West Madison, Suite 3800
Chicago, IL 60602
Telephone: (312) 962-3550
Facsimile: (617) 526-9899
- and –
Peter J. Young
PROSKAUER ROSE LLP
2029 Century Park East, Suite 2400
Los Angeles, CA 90067-3010
Telephone: (310) 557-2900
Facsimile: (310) 557-2193
About Century 21
Century 21 Department Stores LLC and its affiliates are pioneers in
off-price retail offering access to designer brands at amazing
prices. They opened their iconic flagship location in downtown
Manhattan in 1961. As of the petition date, the Debtors have 13
stores across New York, New Jersey, Pennsylvania and Florida and an
online retail presence, operate seasonal pop-ups, and employ other
innovative retail concepts. Visit http://www.c21stores.com/for
more information.
Century 21 Department Stores LLC and its affiliates sought Chapter
11 protection (Bankr. S.D.N.Y. Lead Case No. 20-12097 on Sept. 10,
2020).
Century 21 was estimated to have $100 million to $500 million in
assets and liabilities as of the bankruptcy filing.
The Hon. Shelley C. Chapman is the case judge.
The Debtors have tapped Proskauer Rose LLP as their legal counsel,
Berkeley Research Group LLC as financial advisor, and Hilco
Merchant Resources LLC as liquidation consultant. Stretto is
Debtors' claims agent. Berdon LLP serves as Debtors' tax preparer
and consultant.
The official committee of unsecured creditors tapped Lowenstein
Sandler LLP as its legal counsel and AlixPartners LLP as financial
advisor.
CENTURY 21: Wind-Down Case Attracts Claims Traders
--------------------------------------------------
In Century 21 Department Stores' Chapter 11 cases, there have been
around 150 claims trading transactions since the bankruptcy filing
in September 2020, with about two dozens made just days after its
Chapter 11 plan was filed last week. There were at least a dozen
transfer agreements involving buyer Fair Harbor Capital from Feb.
10 to 16. Cherokee Debt Acquisition, LLC, and Bradford Capital
Holdings, LP, bought multiple claims as well.
Date
Filed Claim Amount Assignor Assignee
----- ------------ -------- --------
02/16/21 $9,887 Zizo USA Inc. Fair Harbor Capital
02/16/21 $27,702 Triple 7 Global Fair Harbor Capital
02/16/21 $15,182 The News Inc Fair Harbor Capital
02/16/21 $24,603 Team Creation Group Fair Harbor Capital
02/16/21 $4,580 Ramallah Trading Co Fair Harbor Capital
02/16/21 $26,035 Powerreviews Inc. Fair Harbor Capital
02/16/21 $21,156 NJ Flexography Fair Harbor Capital
02/16/21 $5,563 Jenna Michael Fair Harbor Capital
02/16/21 $28,023 Few Moda Fair Harbor Capital
02/16/21 $18,357 Daron Worldwide Fair Harbor Capital
02/16/21 $25,488 Clio Apparel Inc Fair Harbor Capital
02/16/21 $21,312 Cistar Studios LLC Fair Harbor Capital
02/16/21 $53,505 Movado Group, Inc. Hain Capital Group
02/16/21 $6,719 Dynamic Sports Fair Harbor Capital
02/12/21 $15,802 Rilievi USA Inc Fair Harbor Capital
02/12/21 $116,224 Jolie, Inc. Fair Harbor Capital
02/12/21 $4,381 Jack Georges Fair Harbor Capital
02/12/21 $6,600 Fabrice Trombert Fair Harbor Capital
02/12/21 $10,200 1 Model Management Fair Harbor Capital
02/11/21 $13,300 Trimfoot Co. LLC Argo Partners
02/11/21 $8,466 Euro Ceramica Inc. Cherokee Debt Acquisit
02/11/21 $47,473 Original Swimwear Invictus Global Mgt.
02/11/21 $145,317 Hana Financial Inc. Invictus Global Mgt.
02/10/21 $29,545 Alpargatas USA, Inc. Cherokee Debt Acquisit
02/10/21 $50,000 B.R. Fries Construc Bradford Capital
02/10/21 $17,762 T-Christopher LLC Bradford Capital
02/09/21 $10,270 PAUL SMITH INC. Argo Partners
02/09/21 $6,080 Giambattista Valli Bradford Capital
02/05/21 $2,518 VICENZI USA INC Argo Partners
02/04/21 $11,008 JEAN CLAUDE JEWELRY Argo Partners
02/04/21 $20,641 Epoca International Bradford Capital
02/04/21 $59,831 Drivers Express LLC Bradford Capital
02/04/21 $40,546 Riviera Finance Cherokee Debt Acquis
02/04/21 $90,230 Ralph Clark Assoc Cherokee Debt Acquis
02/04/21 $6,063 Bazzini LLC Bradford Capital
02/03/21 $21,000 Secret Sauce Part Bradford Capital
02/03/21 $44,898 Precise Plumbing Bradford Capital
02/03/21 $17,490 Leisure Merchand Bradford Capital
02/03/21 $5,400 Bells & Whistles Bradford Capital
02/03/21 $38,478 Home Essentials & B VonWin Capital Mgt.
02/02/21 $48,074 SMCP USA Inc. Bradford Capital
02/02/21 $41,759 Totes Isotoner Corp VonWin Capital Mgt.
01/29/21 $20,469 Rupert Sanderson Bradford Capital
01/29/21 $15,588 Bensussen Deutsch Bradford Capital
01/29/21 $25,244 ANVI Spain Producc Bradford Capital
01/29/21 $44,552 Substance Over Form Bradford Capital
01/29/21 $14,093 Ffd Designs U.S. Bradford Capital
01/29/21 $18,846 Almar Hats Bradford Capital
01/29/21 $39,788 All Gloves, Inc. Cherokee Debt Acquis
01/29/21 $12,297 Soxland Int'l Inc Cherokee Debt Acquis
01/29/21 $7,200 Exadata Solutions Bradford Capital
01/28/21 $9,456 Old Soles Inc. Bradford Capital
01/28/21 $5,059 Zak Designs, Inc. Bradford Capital
01/28/21 $16,800 Workplace Solutions Workplace Solutions
01/28/21 $4,800 Workplace Solutions Fair Harbor Capital
01/28/21 $16,800 Workplace Solutions Fair Harbor Capital
01/28/21 $15,100 Mira Lighting Fair Harbor Capital
01/28/21 $7,016 Lightspeed Express Fair Harbor Capital
01/28/21 $9,678 Kid Dangerous Fair Harbor Capital
01/28/21 $37,184 Inter County Fair Harbor Capital
01/28/21 $6,200 Global Innovations Fair Harbor Capital
01/28/21 $43,557 Enviro Water LLC Fair Harbor Capital
01/28/21 $1,742 Band to Markets Fair Harbor Capital
01/28/21 $7,290 Baublebar Fair Harbor Capital
01/28/21 $4,756 As Beauty LLC Fair Harbor Capital
01/28/21 $6,816 Adina Reyter Fair Harbor Capital
01/28/21 $7,176 Addicted Beauty LLC Fair Harbor Capital
01/27/21 $125,595 Aquazzura N.A. Inc. Hain Capital Group
01/27/21 $131,077 VF Outdoor LLC Contrarian Funds
01/27/21 $95,942 VF Outdoor LLC Contrarian Funds
01/27/21 $1,077 VF Outdoor LLC Contrarian Funds
01/27/21 $36,098 Kipling Retail, LLC Contrarian Funds
01/25/21 $6,436 Zuo Modern Contemp. Bradford Capital
01/25/21 $12,893 ThreebyOne USA LLC Argo Partners
01/24/21 $56,790 Farview Fashion Inc. Bradford Capital
01/24/21 $171,897 Triluxe Apparel Bradford Capital
01/22/21 $63,350 Manhattan Beachwear Bradford Capital
01/22/21 $68,238 Worldwide Ship Bradford Capital
01/22/21 $32,199 Karen Harvey Bradford Capital
01/22/21 $21,225 Gen3 Marketing LLC Bradford Capital
01/22/21 $31,813 Star Childrens Bradford Capital
01/22/21 $33,336 Designer Greetings Bradford Capital
01/22/21 $22,631 Panorama Tours Inc. Bradford Capital
01/22/21 $64,261 Gerson & Gerson Inc. Bradford Capital
01/22/21 $21,034 Dress Forum Inc. Bradford Capital
01/21/21 $14,095 FURLUX Argo Partners
01/20/21 $12,852 Aquarius Ltd. Cherokee Debt Acquis
01/20/21 $21,532 SHE Trading Argo Partners
01/20/21 $48,948 Herschel Supply Co. Argo Partners
01/20/21 $18,645 CG Mobile America Argo Partners
01/20/21 $12,080 Int'l Design Group Cherokee Debt Acquis
01/20/21 $36,781 ABCO Systems Inc. Argo Partners
01/20/21 $18,601 ABASI Rosborough Argo Partners
01/20/21 $26,597 7908741 Canada Argo Partners
01/19/21 $35,374 Home Essentials & B VonWin Capital Mgt.
01/19/21 $196,152 Kidiliz Group USA Argo Partners
01/19/21 $14,733 Duck River Textile Argo Partners
01/15/21 $74,040 Deckers Outdoor VonWin Capital Mgt.
01/14/21 $231,449 Randa Corp Contrarian Funds
01/14/21 $17,626 Randa Accessories Contrarian Funds
01/14/21 $245,934 Randa Accessories Contrarian Funds
01/13/21 $33,670 Spectrum Signs TR Capital Management, LLC
01/13/21 $21,312 Sidecar Interactive Contrarian Funds
01/13/21 $30,335 Sidecar Interactive Contrarian Funds
01/11/21 $34,250 Analytics Pros Inc. Contrarian Funds
01/11/21 $34,250 Analytics Pros Inc. Contrarian Funds
01/11/21 $18,645 CG Mobile America Argo Partners
01/11/21 $18,601 ABASI Rosborough Argo Partners
01/08/21 $36,990 River Traders Inc. Contrarian Funds
01/07/21 $10,924 Hape Int'l Inc. Argo Partners
01/07/21 $19,745 Corporate Cost S Argo Partners
01/07/21 $13,128 Certified Labeling Argo Partners
01/07/21 $36,781 ABCO Systems Inc. Argo Partners
01/07/21 $25,240 Affordable Luxury Hain Capital Group
01/05/21 $13,896 Crystal Temptations TR Capital Management
01/04/21 $21,532 SHE Trading Argo Partners
01/04/21 $24,819 Jardin Contrarian Funds
01/04/21 $24,811 Jardin Contrarian Funds
12/31/20 $69,891 DC Collective LLC Hain Capital Group
12/30/20 $48,472 Gimpex Limited Bradford Capital
12/30/20 $15,773 PTS America Inc. National Union Fire
12/29/20 $69,485 Tibi, LLC Jefferies Leveraged
12/28/20 $29,760 Franklin Floors Inc Contrarian Funds
12/28/20 $29,760 Franklin Floors Inc Contrarian Funds
12/28/20 $33,110 Rani Arabella Contrarian Funds
12/28/20 $36,990 River Traders Inc. Contrarian Funds
12/28/20 $104,700 Kasthuri LLC TR Capital Management
12/28/20 $87,100 Kasthuri LLC TR Capital Management
12/23/20 $43,037 3B International TR Capital Management
12/22/20 $48,948 Herschel Supply Co. Argo Partners
12/22/20 $26,597 7908741 Canada Argo Partners
12/22/20 $33,649 Saturn Business Hain Capital Group
12/21/20 $111,413 Tfp Transatlantic TR Capital Management
12/21/20 $49,923 L'amy America TR Capital Management
12/21/20 $111,413 L'amy America TR Capital Management
12/21/20 $20,158 Enchante Accessories TR Capital Management
12/21/20 $12,199 Enchante Accessories TR Capital Management
12/21/20 $5,065 Inspired Home Decor TR Capital Management
12/21/20 $5,168 Inspired Home Decor TR Capital Management
12/21/20 $130,021 Dolce & Gabbana USA TR Capital Management
12/21/20 $129,843 Dolce & Gabbana USA TR Capital Management
12/21/20 $8,771 Le Groupe Lemur Inc TR Capital Management
12/21/20 $68,489 Lemur Group Inc. TR Capital Management
12/21/20 $95,827 Heritage Travelware TR Capital Management
12/21/20 $147,923 Duggal Visual TR Capital Management
12/21/20 $120,245 Duggal Visual TR Capital Management
12/21/20 $56,050 Akris NYC TR Capital Management
12/21/20 $50,030 Akris NYC TR Capital Management
12/21/20 $55,704 Cliff International Hain Capital Group
12/16/20 $180,085 POS Remarketing Fair Harbor Capital
11/18/20 $240,410 Quality King National Union Fire
11/18/20 $24,648 U.P.D. Inc. National Union Fire
Century 21 had sought Chapter 11 protection after its insurance
providers failed to pay roughly $175 million under certain policies
that were put in place to protect against losses stemming from
disruptions during the pandemic. To monetize its claims now,
rather than later, the Debtor sold its rights to the lawsuits to
C21 Blue Insurance LLC (owned by entities related to co-CEO Raymond
Gindi) for $59 million. The transaction also provides Debtor's
estate with an additional 10% share of the proceeds if the proceeds
from the action exceed $75 million. The sale of the Debtor's
interest in the insurance action made a meaningful recovery for
unsecured creditors possible.
Key developments in the case are:
* On Sept. 10, 2020, the Debtors sought Chapter 11 protection
and filed a motion to conduct going-out-of-business sales at all 13
brick and mortar stores.
* On Nov. 13, Century 21 signed a deal to sell intellectual
property assets for $800,000, absent higher and better offers.
* On Nov. 23, the Debtors sought approval of a private sale of
its interests in the Insurance Action to an undisclosed buyer.
* At a Dec. 1 auction, Gindi C21 IP LLC's $9 million offer
emerged as the winning bid for the IP assets
* Hilco Merchant Resources, LLC, and Gordon Brothers Retail
Partners, LLC, concluded going-out-of-business sales at each of the
Debtors' store locations Dec. 6.
* On Dec. 8, the Creditors Committee announced that the Gindi
family proposed a better offer for the Insurance Action interests
-- the potential deal with the Gindi Parties involves the sale of
the Insurance Claims as well as a resolution of all estate claims
against the Gindi Parties in exchange for a total of $59 million,
plus a sharing of insurance proceeds above $75 million. The
Committee said the recovery range for unsecured creditors under the
Gindi Settlement will potentially provide a recovery range as high
as 36.0% (assuming no proceeds sharing), compared with 15.7%
(assuming no litigation success) under the original sale
agreement.
* On Dec. 11, the Debtor refiled the motion to sell the Insurance
Action Interests, incorporating terms of the deal reached with the
Committee and Gindi Parties.
* On Dec. 28, the Court approved the sale transaction and
settlement with the Gindi Parties.
* On Feb. 9, 2021, the Debtors filed a Chapter 11 Plan that says
secured creditors will recover 100% while general unsecured claims
will recover 30% to 40%.
About Century 21
Century 21 Department Stores LLC and its affiliates --
http://www.c21stores.com/-- are pioneers in off-price retail
offering access to designer brands at amazing prices. They opened
their iconic flagship location in downtown Manhattan in 1961. As of
the petition date, the Debtors have 13 stores across New York, New
Jersey, Pennsylvania and Florida and an online retail presence,
operate seasonal pop-ups, and employ other innovative retail
concepts.
Century 21 Department Stores LLC and its affiliates sought Chapter
11 protection (Bankr. S.D.N.Y. Lead Case No. 20-12097 on Sept. 10,
2020).
Century 21 was estimated to have $100 million to $500 million in
assets and liabilities as of the bankruptcy filing.
The Hon. Shelley C. Chapman is the case judge.
The Debtors have tapped Proskauer Rose LLP as their legal counsel,
Berkeley Research Group LLC as financial advisor, and Hilco
Merchant Resources LLC as liquidation consultant. Stretto is
Debtors' claims agent. Berdon LLP serves as Debtors' tax preparer
and consultant.
The official committee of unsecured creditors tapped Lowenstein
Sandler LLP as its legal counsel and AlixPartners LLP as financial
advisor.
CENTURY 21: Wins Cash Collateral Access on Final Basis
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York has
authorized Century 21 Department Stores LLC and affiliates to use
cash collateral on a final basis.
As of the Petition Date, the aggregate principal amount outstanding
under the Debtor's $125 million ABL Facility was not less than
$56,241,128, inclusive of not less than $18,190,769 of issued and
outstanding letters of credit as defined in the ABL Loan Documents.
Following the Debtors' payment of $16,265,526 Cash Payoff Amount,
the only remaining ABL Obligations outstanding are the ABL
Indemnity Obligations.
On December 31, 2020, the Debtors paid to JPMorgan Chase Bank, N.A.
-- in its capacities as Administrative Agent, Issuing Bank, and
Swing Line Lender -- for the benefit of the ABL Parties, $250,000
into a noninterest bearing account maintained at JPMorgan Chase
Bank to secure contingent indemnification, reimbursement, or
similar continuing obligations arising under or related to the ABL
Loan Documents and continuing obligations in respect of cash
management and banking services provided by the ABL Agent or any
ABL Lender.
The Prepetition ABL Indemnity Reserve will secure all costs,
expenses, and other amounts owed to or incurred by the ABL Agent
related to the ABL Loan Documents, the ABL Obligations, or the ABL
Prepetition Liens granted to the ABL Agent.
The Debtors acknowledge and stipulate that, since June 16, 2020,
they were in default of their obligations under the ABL Loan
Documents, and that from June 18, 2020 through December 31, 2020,
interest accrued on the ABL Prepetition Obligations at the default
rate set forth in the ABL Credit Agreement. Upon entry of the Final
Order, the ABL Agent has agreed to limit to the ABL Indemnity
Obligations the exercise of any right or remedy for any default,
noncompliance. Default, Event of Default, or Termination Event
previously arising or currently existing under the ABL Loan
Documents or the Interim Order.
As adequate protection for and solely to the extent of the amount
of diminution in value from and after the Petition Date, of its
interests in the ABL Prepetition Collateral, the ABL Agent is
granted on a final basis valid, binding, enforceable and perfected
replacement and additional liens upon and security interests in all
property, real or personal, whether now existing or hereafter
arising and wherever located, tangible and intangible, of each of
the Debtors.
The ABL Adequate Protection Liens are valid, binding and
enforceable against any trustee or other estate representative
appointed in any Case, upon the conversion of any of the Cases to a
case under chapter 7 of the Bankruptcy Code and/or upon the
dismissal of any Case or Successor Case.
As further adequate protection, the Debtors will pay all fees and
expenses under the ABL Loan Documents.
In consideration for the ABL Agent's and ABL Lenders' consent to
the use of Cash Collateral the ABL Parties were paid, in addition
to all other Secured Obligations owing by Debtors to ABL Agent and
ABL Lenders, a cash fee in the amount of $50,000 per week, through
and including the week ending December 12, 2020.
A copy of the order is available at https://bit.ly/3du745B from
Stretto.com.
About Century 21 Department Stores LLC
Century 21 Department Stores LLC and its affiliates sought Chapter
11 protection (Bankr. S.D.N.Y. Case No. 20-12097) on Sept. 10,
2020. Century 21 was estimated to have $100 million to $500
million in assets and liabilities as of the bankruptcy filing.
Century 21 Department Stores LLC and its affiliates --
http://www.c21stores.com-- are pioneers in off-price retail
offering access to designer brands at amazing prices. They opened
their iconic flagship location in downtown Manhattan in 1961. As of
the petition date, the Debtors have 13 stores across New York, New
Jersey, Pennsylvania and Florida and an online retail presence,
operate seasonal pop-ups, and employ other innovative retail
concepts.
The Hon. Shelley C. Chapman is the case judge.
The Debtors have tapped Proskauer Rose LLP as their legal counsel,
Berkeley Research Group LLC as financial advisor, and Hilco
Merchant Resources LLC as liquidation consultant. Stretto is the
Debtors' claims agent. Berdon LLP as serves as Debtors' tax
preparer and consultant.
On September 16, 2020, the Office of the United States Trustee
appointed the official committee of unsecured creditors pursuant to
Section 1102(a)(1) of the Bankruptcy Code.
CINEMEX HOLDINGS: Landlord Slams Bid to Narrow $3-Mil. Judgment
---------------------------------------------------------------
Law360 reports that the owner of two Minnesota movie theater, asked
a New York federal judge Monday, Feb. 15, 2021, to reject bankrupt
movie theater operator Cinemex Holdings USA Inc.'s bid to winnow
down an attachment order in a fight over unpaid rent, arguing that
the company's "past conduct makes clear that it will not willingly
pay any judgment in this case."
"MN Theaters 2006 LLC says that given Grupo Cinemex's actions in
this case and in its bankruptcy case in Florida -- where Cinemex
engaged in fraudulent transfers to avoid its obligations -- it
needs the security provided by the attachment order.
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.
Quinn Emanuel Urquhart & Sullivan, LLP and Bast Amron, LLP serve as
the Debtors' bankruptcy counsel.
COMAIR LTD: South African Carrier Files Chapter 15 in New York
--------------------------------------------------------------
Jeremy Hill of Bloomberg News reports that Comair Ltd., the South
African partner of British Airways, filed for Chapter 15 bankruptcy
protection from creditors in New York.
Chapter 15 bankruptcy allows firms to protect their U.S. assets
from litigation while they work out a restructuring in another
country.
Comair, which operates the low-cost Kulula brand, was put into a
form of bankruptcy protection in South Africa last 2020 after South
Africa banned non-essential travel to contain the spread of the
coronavirus.
About Comair Ltd.
Comair Limited is an airline based in South Africa that operates
scheduled services on domestic routes as a British Airways
franchisee. It also operates as a low-cost carrier under its own
kulula.com brand.
The struggling airline was forced to halt all activities in March
2020 after a countrywide lockdown was imposed to curb the spread of
coronavirus. Burning cash, Comair was forced to seek bankruptcy
protection in May.
In September 2020, the administrators of the restructuring process
presented a plan that provides that former board members and
executives of Comair would inject fresh equity into the company.
The approved rescue plan also entails 600 million rand in fresh
loans from its lenders, a deferred payment of 800 million rand and
delisting from the Johannesburg Stock Exchange (JSE).
Comair resumed kulula and British Airways flights in December
2020.
According to PacerMonitor.com, Comair Limited filed a Chapter 15
petition (Bankr. S.D.N.Y. Case No. 21-10298) on Feb. 16, 2021, to
seek U.S. recognition of its Business Rescue proceedings in South
Africa. Pillsbury Winthrop Shaw Pittman LLP is the U.S. counsel.
CONGERS PHARMACY: Wins Cash Collateral Access Thru March 25
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York has
authorized Congers Pharmacy Inc. to, among other things, use cash
collateral on an interim basis through March 25, 2021, in
accordance with the budget.
The use of the Debtor's personal property, including cash in bank
accounts, which potentially constitutes collateral of McKesson
Corporation, Capital One Bank Corporation as an SBA lender, and
AmerisourceBergen Drug Corporation is essential to the continued
preservation and maximization of the Debtor's estate.
On January 3, 2018, the Debtor and McKesson entered into a supply
contract under which the Debtor granted a security interest in all
of its assets, including but not limited to accounts receivable, to
secure the Debtor's purchases of pharmaceutical products. On
January 3, 2018, McKesson perfected its security interest by
recording a financing statement with the New York Department of
State, Filing No. 201801035013845. As of the Petition Date,
McKesson was owed $5,101, which debt has now been paid subject to
the terms of the Court's order authorizing such payment.
The Debtor is obligated as a borrower under a note dated May 15,
2018, a security agreement and a UCC-1 fixture filing with Secured
Creditor pursuant to which it borrowed the original principal
amount of $460,000 as an SBA loan. On May 16, 2018, the Secured
Creditor perfected its security interest by, among other things,
control of deposit accounts and recording a financing statement
with the New York Department of State, Filing No. 201805168224155.
The Debtor is a party to a supply contract with ABC. The Debtor
granted ABC a security interest in substantially all of the
Debtor's assets, pursuant to a UCC-1 financing statement recorded
on February 8, 2018 with the New York Department of State, Filing
No. 201802085170774. Pursuant to a subordination agreement between
ABC and the Secured Creditor, ABC's security interest, while second
in priority by virtue of the date of recordation, is subordinated
to the Secured Creditor's claim and security interest up to
$460,000 plus certain other amounts.
The Debtor also received an Economic Injury Disaster Loan from the
Small Business Administration on May 16, 2020, in the amount of
$150,000 for relief due to the pandemic. This loan will become
payable beginning in May of 2021. It is not believed that the SBA
has perfected a security interest for the Disaster Loan.
The use of the Debtor's cash in bank accounts, which potentially
constitutes collateral of McKesson, the Secured Creditor and ABC is
essential to the continued preservation and maximization of the
Debtor's estate.
The Debtor is permitted to use the Cash Collateral to pay the
PrePetition Indebtedness to McKesson in accordance with the
Debtor's request to pay critical vendors, which has been granted by
separate Court order. On and after the Petition Date, the Debtor is
permitted to purchase products including pharmaceutical products
from McKesson on agreed-upon credit terms, in the amounts set forth
in the Budget. The postpetition purchases may be paid using Cash
Collateral. To the extent McKesson holds a valid, perfected and
enforceable security interest in the Collateral, McKesson will
maintain its first priority security interest in the Collateral on
account of purchases of the Purchased Products on agreed-upon trade
credit terms.
In addition to the existing rights and interests of McKesson, the
Secured Creditor and ABC in the Cash Collateral and for the purpose
of adequately protecting McKesson, the Secured Creditor and ABC
from diminution in the value of the Collateral, McKesson, the
Secured Creditor and ABC are granted replacement liens, only to the
extent that their respective liens were or are deemed valid,
perfected and enforceable as of the Petition Date in the continuing
order of priority of their prepetition liens.
McKesson, the Secured Creditor and ABC will also have an
administrative expense claim in the Debtor's Chapter 11 Case and
against the Debtor's bankruptcy estate for the Debtor's use of
Cash Collateral to the extent of any diminution in the value of
McKesson's and/or Secured Creditor's respective interests in the
Cash Collateral.
All Replacement Liens granted are deemed effective, valid, and
perfected as of the Petition Date, without the necessity of filing
or recording by or with any entity of any documents or instruments
otherwise required to be filed or recorded under applicable
non-bankruptcy law.
The Debtor is also directed to maintain all necessary insurance as
required by the Secured Lender under the respective loan documents
and the Office of the United States Trustee.
A final hearing on the Motion is scheduled for March 25 at 10 a.m.
A copy of the Interim Order is available at https://bit.ly/3dgN8ml
from PacerMonitor.com.
About Congers Pharmacy Inc.
Congers Pharmacy Inc. is a pharmacy that operates its improved
leased property located at 15 S. Route 303, Congers, NY 10920. It
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. N.Y. Case No. 20-23275) on December 15, 2020. Judge Robert D.
Drain oversees the case.
CONQUEST FOODS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Conquest Foods, LLC
13768 Shoreline Drive
Earth City, MO 63045
Chapter 11 Petition Date: February 16, 2021
Court: United States Bankruptcy Court
Eastern District of Missouri
Case No.: 21-40542
Judge: Hon. Barry S. Schermer
Debtor's Counsel: David A. Sosne, Esq.
SUMMERS COMPTON WELLS LLC
8909 Ladue Road
St. Louis, MO 63124
Tel: 314-991-4999
E-mail: dasattymo@summerscomptonwells.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Navid Sharafatian, manager of TNH
Partners, LLC, its managing member.
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/EQ572TI/Conquest_Foods_LLC__moebke-21-40542__0001.0.pdf?mcid=tGE4TAMA
COUNTRY FRESH: Files for Chapter 11 With $119M in Debt
------------------------------------------------------
Olivia Pulsinelli of Houston Business Journal reports that Country
Fresh Holding Company Inc. and 16 affiliated companies filed for
Chapter 11 bankruptcy protection in Houston on Feb. 15, 2021, and
it plans to sell itself.
Known collectively as Fresh Food Group, the company provides
branded and private-label offerings of fresh-cut fruits and
vegetables, ready-to-go meals and meal kits, behind-the-glass
salads, snacks and ingredients/bulk food components to
supermarkets, club stores, convenience stores, industrial and
food-service customers in the U.S. and Canada.
The company is bringing $119 million in debt to the U.S. Bankruptcy
Court for the Southern District of Texas, according to a
declaration from Stephen Marotta. Marotta is a senior managing
director of Ankura Consulting Group LLC and was appointed as the
chief restructuring officer for CF Holding on Feb. 15, 2021.
Additionally, the company received a $5.8 million Payroll
Protection Program loan that remains outstanding.
In his declaration, Marotta outlined the challenges Fresh Food
Group has faced in recent years, culminating with the Covid-19
pandemic and the discovery of listeria in the company's Dallas
facility.
The company dates back to 1999, when it was founded as Country
Fresh LLC, but much of its growth occurred in just the past few
years. Kainos Capital acquired Country Fresh and its affiliated
entities in 2017. Shortly thereafter, Kainos acquired entities
operating under the Sun Rich Fresh Foods brand in the U.S. and
Canada, and it acquired Canadian entities operating under the
Tiffany Gate brand in 2018. All of the companies were combined to
create Fresh Food Group, which now has 11 processing facilities,
including eight in the U.S. Since 2019, those 11 facilities
processed more than 230 million pounds of fruit, vegetables and
other food products. The company has invested about $25 million in
its facilities since 2017.
In the face of significant liquidity issues and other economic
pressures, the company underwent a debt restructuring and exchange
transaction in 2019. The company's first- and second-lien lender
groups took control of the company from Kainos, equitizing more
than $300 million of senior secured debt.
However, the Covid-19 pandemic was the main cause of the company's
bankruptcy filing, Marotta's declaration states.
"Unfortunately, as schools transitioned to virtual learning (a
significant problem for the company given its partnership with New
York schools, in particular, in a program that provides apples to
students in New York schools), restaurants shut down or
significantly curtailed their operations, consumers began to avoid
the fresh-food sections of grocery and similar stores, and, most
importantly, large social and other gatherings began to be canceled
due to state provincial, and local regulations and consumer
preferences, the company’s revenue dropped precipitously,"
Marotta said.
The company idled its facility in Reading, Pennsylvania, and
furloughed those employees. It also faced falling utilization rates
at other facilities and increasing prices from suppliers.
Production was curtailed at a facility in north Houston, affecting
about 310 people employed by Richardson, Texas-based Rex Staffing,
according to a notice sent to the Texas Workforce Commission in
August 2020.
Most of Fresh Food Group's workers are provided by staffing
agencies. The company currently employs about 2,500 people —
including 890 direct employees — at its facilities and offices in
the U.S. and Canada. Most of those individuals — 2,118 — are in
the U.S., including 330 direct employees, per Marotta's
declaration.
In addition to the pandemic, the discovery of listeria at the
company's Dallas facility in October 2020 also hurt Fresh Food
Group financially.
"The company has since taken all appropriate steps to remedy the
situation and comply with applicable FDA regulations, pass all
necessary tests, and reopen the facility for production," Marotta
said. "The facility reopened in January 2021, but the production
capacity lost while it was closed further constricted the company's
revenue, and the debtors have not yet been able to realize the
increased production capacity."
Several months ago, interested parties began approaching the
company with unsolicited acquisition offers. The company hired
Stout Risius Ross LLC as its investment banker in October to begin
a marketing process, which went through several stages.
Ultimately, the company reached a deal with Stellex, a global
private equity firm that has teamed with some of the company's
prior owners. The asset purchase agreement calls for Fresh Food
Group to sell its U.S. and Canadian assets, with the exception of
the facility in Vancouver, British Columbia, and its associated
operations. Stellex will pay $30 million in cash considerations
and $25 million in a secured note. The deal makes Stellex the
stalking-horse bidder for the company, so an auction will be held.
Specific details about the auction have not been filed with the
bankruptcy court yet.
The company also reached an agreement for nearly $13.42 million in
debtor-in-possession financing.
About Country Fresh Holding
Country Fresh Holdings, LLC, operates as a holding company. The
Company, through its subsidiaries, provides fresh-cut fruits and
vegetables, snacking products, and home meal replacement solutions.
Country Fresh Holdings serves customers in the United States and
Canada.
Country Fresh Holding Company Inc. and its affiliates sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 21-30574) on
Feb. 15, 2021.
The Hon. David R. Jones is the case judge.
The Debtors tapped FOLEY & LARDNER, LLP, as counsel; and ANKURA
CONSULTING GROUP, LLC, is the management and restructuring services
provider. EPIQ CORPORATE RESTRUCTURING is the claims agent.
COUNTRY FRESH: Seeks Sale of Business; Stellex Is Lead Bidder
-------------------------------------------------------------
Country Fresh(TM), a leading fresh-cut fruit, vegetable, and
snacking solutions provider, filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court (the "Court") for the Southern District of
Texas in order to effectuate the upcoming sale of the company. The
sale includes all Country Fresh brands, including SunRich(TM) and
Tiffany Gate(TM).
"Pandemic-related supply chain and business disruptions have
affected Country Fresh and our customers dramatically over the past
year," said Bill Andersen, Country Fresh President and CEO.
"Despite efforts to improve company results before and during
COVID, we believe that this sale transaction will result in a
better-capitalized company and positions our customers, suppliers,
employees, and all other stakeholders for maximum success going
forward."
To facilitate the sale process, and to provide increased financial
flexibility to continue navigating through current marketplace
challenges, Country Fresh announced (i) the entry into a binding
stalking horse purchase agreement with a global private equity
firm, Stellex Capital, subject to potential overbids at an auction
to be held in the next several weeks, and (ii) has obtained a
commitment from certain members of its existing lender group to
provide debtor-in-possession financing. This funding will allow
Country Fresh to continue to meet ongoing obligations while
pursuing the sale of its assets under Court supervision.
Country Fresh's manufacturing and distribution facilities will
continue to operate unimpeded to fulfill orders during the sale
process.
Country Fresh has filed several customary "First Day" motions with
the Court, which are intended to ensure that the Company is able to
maintain operations in the ordinary course and facilitate a smooth
transition into Chapter 11.
"The health and safety of employees, customers, and the communities
in which we operate remains a top priority," continued Andersen.
"From the beginning of the pandemic, Country Fresh has implemented
a series of stringent health and safety programs in all North
American facilities while diligently following guidance from local,
state, and federal health authorities."
The auction itself and resulting transaction is expected to close
within 60 days. Additional information regarding Country Fresh's
Chapter 11 filing is available at
https://dm.epiq11.com/countryfresh.
About Country Fresh
Country Fresh Holdings, LLC, operates as a holding company. The
Company, through its subsidiaries, provides fresh-cut fruits and
vegetables, snacking products, and home meal replacement solutions.
Country Fresh Holdings serves customers in the United States and
Canada.
Country Fresh Holding Company Inc. and its affiliates sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 21-30574) on
Feb. 15, 2021.
The Hon. David R. Jones is the case judge.
The Debtors tapped FOLEY & LARDNER, LLP, as counsel; and ANKURA
CONSULTING GROUP, LLC, is the management and restructuring services
provider. EPIQ CORPORATE RESTRUCTURING is the claims agent.
CUPPA INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Cuppa, Inc.
3131 Morris Street North
Saint Petersburg, FL 33713
Chapter 11 Petition Date: February 17, 2021
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 21-00747
Debtor's Counsel: Jake C. Blanchard, Esq.
BLANCHARD LAW, P.A.
1501 Belcher Road South
Unit 6
Largo, FL 33771
Tel: 727-531-7068
Fax: 727-535-2068
E-mail: jake@jakeblanchardlaw.com
Total Assets: $37,466
Total Liabilities: $1,402,590
The petition was signed by Louis A. Moser, 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/VCOPF2Q/Cuppa_Inc__flmbke-21-00747__0001.0.pdf?mcid=tGE4TAMA
D. W. TRIM: Seeks to Use Cash Collateral
----------------------------------------
D.W. Trim asks the U.S. Bankruptcy Court for the Central District
of California, Riverside Division, for authority to use cash
collateral, transact business in the ordinary course, and direct
general contractors to pay the Debtor in the ordinary course.
The Debtor seeks authorization to use its monies to operate its
business, honor existing and future contracts for work, and do so
first on an interim basis and then on a final basis. If the Debtor
cannot use its cash collateral, the Debtor says it would need to
cease its business operation and let its employees go.
The company started in 2008 with about $250,000 in gross revenues
and about $1 million in gross revenues by 2009. Revenues topped
out at $7.4 million in 2017. Until perhaps that year, margins after
costs of goods sold tended to be very healthy. In 2019 and 2020,
net profit after COGS averaged about 20% or less. Installing doors
in tract homes is a difficult business. Southern California is a
huge builder of homes. A few companies control perhaps 90% of this
market in Southern California. D.W. is a smaller player. It obtains
work from general contractors who perceive that smaller door
installation companies do better work. With heavy filings of home
warranty claims and lawsuits, quality work counts.
Also D.W. works hard to cultivate and to maintain good relations
with these general contractors. The Debtor's principal, Christopher
S. De Mint, has been in the industry for 21 years. Many general
contractors worked with his father before then. The large players
can undercut D.W. on price. The average charge for door
installation work is $5,000 per tract home. However, a good number
of general contractors are willing to pay more to get a better
quality product and service that D.W. and smaller installation
companies offer.
The Debtor's present financial circumstances can be traced to a few
difficulties which include the cut on margin on bids by door
installation companies in 2019 and and 2020 to obtain contracts and
supply chain disruptions in 2020 that led to significant increase
in prices.
The Debtor has had financial and business difficulties that led to
the Chapter 11 filing. The Debtor has taken time to identify the
problems and potential solutions to stabilize the Debtor's business
and reorganize. The Debtor will require at least several months
before it determine how the proposed business changes will affect
the business.
The Debtor has multiple creditors who assert security interests in
its funds and receivables:
* The senior lender is the Small Business Administration which
recorded a UCC 1 Financing Statement in May, 2020 for an Economic
Impact Disaster Loan for $150,000. The first payments on this loan
are due to start in May, 2021.
* Jeld Win, a supplier recorded a Financing Statement in
November, 2020, to secure products it provided and proceeds of the
same.
* Fox Capital, a hard money lender recorded a UCC 1 Financing
Statement with the date uncertain in 2020, to secure $45,000.
* IOU Financial recorded a Financing Statement in January,
2021, to secure a $230,000 loan made in August, 2020.
The Debtor believes that the SBA is fully secured.
The secured creditor's security interest is protected for at least
these reasons:
a. The value of the Debtor's assets vs. what it owes to the
S.B.A.
b. D.W. will continue to operate the business and maintain its
assets.
c. Operating the business creates additional revenues.
d. All assets are adequately insured.
e. Providing replacements lien to secured creditors to the
extent their prepetition liens attached to property prepetition and
with the same validity, priority, and description. If any defect
exist in a prepetition granted security interest, that defect could
still be challenged.
f. The Court may order D.W. to make adequate protection
payments.
D.W. does not propose to make adequate protection payments for at
least a few months so that it can get its finances on a firmer
basis.
The Debtor contends it has done its best to make reliable
projections concerning income and expenses. However, budgeting is
not an exact science and the Debtor must comply or risk losing the
customer. There may be considerable variance during the period. The
Debtor is requesting permission to vary from the budget by as much
as 20% in any one category where projected spending is under $2,000
and vary by as much as 15% as to any other category. If D.W.
determines it needs to vary from any one budgeted item by more than
the 15% or 20% variances, D.W. proposes that it provide written
notice by email to the SBA, which would then be given two business
days to object.
A copy of the Motion is available at https://bit.ly/37lm2XI from
PacerMonitor.com.
About D.W. Trim, Inc.
Riverside, California-based D.W. Trim, Inc. provides labor and
materials as a finish carpentry sub-contractor on tract home
projects, largely in the Inland Empire. It was incorporated in
2008 and operates its business from a leased office location.
Prior to 2008, its principal, Christopher S. De Mint, had worked in
the same line of work after a short period of time in college. Its
primary focus in construction is on doors and mouldings (crown
molding, door casing, baseboards), decorative wall wood treatment,
door hardware, bathroom hardware like bars and medicine cabinets,
closet shelving. The firm's work is in tract single family
residences and not often in other type of construction, e.g.
apartments and condominiums.
DW employs approximately 19 full-time employees in the field at
construction sites, 6 mill employees who cut and package materials
for jobs and 9 people in administration, project management and in
management.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-10758) on February
15, 2021. In the petition signed by Christopher S. De Mint, as
president, the Debtor disclosed up to $10 million in both assets
and liabilities.
THE FOX LAW CORPORATION, INC. is the Debtor's counsel.
DANNY R. BARTEL: Seeks to Hire Davis Ermis as Legal Counsel
-----------------------------------------------------------
Danny R. Bartel, M.D., P.A. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire Davis, Ermis &
Roberts, P.C. as its legal counsel.
The firm's services will include:
(a) advising the Debtor regarding its powers and duties in the
continued operation of its business and management of its
property;
(b) preparing legal papers; and
(c) other legal services necessary to administer the Debtor's
Chapter 11 case.
The firm will be paid at these rates:
Attorneys $400 per hour
Legal Assistants $150 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
Craig Davis, Esq., a partner at Davis Ermis, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
Davis Ermis can be reached at:
Craig D. Davis, Esq.
Davis Ermis & Roberts, P.C.
1010 N. Center, Suite 100
Arlington, X 76011
Tel: (972) 263-5922
Fax: (972) 262-3264
Email: davisdavisandroberts@yahoo.com
About Danny R. Bartel
Danny R. Bartel, M.D., P.A. provides treatment for headaches,
epilepsy, strokes, Parkinson's disease, infusion therapy,
neuropathy, dementia and Alzheimer's, as well as advanced
neurological treatments, to the Wichita Falls, Graham and Decatur,
Texas area.
Danny R. Bartel sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Texas Case No. 21-40285) on Feb.
9, 2021. At the time of the filing, the Debtor had estimated
assets of less than $50,000 and liabilities of between $50,001 and
$100,000.
Judge Edward L. Morris oversees the case.
The Debtor tapped Davis, Ermis & Roberts, P.C. and Freemon Shapard
& Story, CPAs as its legal counsel and accountant, respectively.
DANNY R. BARTEL: Seeks to Hire Freemon Shapard as Accountant
------------------------------------------------------------
Danny R. Bartel, M.D., P.A. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire Freemon Shapard &
Story, CPAs as its accountant.
The firm's services will include:
a. preparation of income tax returns;
b. preparation of F.I.C.A. and withholding tax returns;
c. provision of adequate control over the revenue from the
operation of the property; and
d. preparation of operating reports.
The firm can be reached through:
Bob Henry, CPA
Kalynne Lawrence, Accountant
Freemon Shapard & Story, CPAs
807 8th Street, 2nd Floor
Wichita Falls, TX 76301
Tel: 940-322-4436
Fax: 940-761-3365
About Danny R. Bartel
Danny R. Bartel, M.D., P.A. provides treatment for headaches,
epilepsy, strokes, Parkinson's disease, infusion therapy,
neuropathy, dementia and Alzheimer's, as well as advanced
neurological treatments, to the Wichita Falls, Graham and Decatur,
Texas area.
Danny R. Bartel sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Texas Case No. 21-40285) on Feb.
9, 2021. At the time of the filing, the Debtor had estimated
assets of less than $50,000 and liabilities of between $50,001 and
$100,000.
Judge Edward L. Morris oversees the case.
The Debtor tapped Davis, Ermis & Roberts, P.C. and Freemon Shapard
& Story, CPAs as its legal counsel and accountant, respectively.
DEAN & DELUCA: Emerged From Chapter 11 on Jan. 28
-------------------------------------------------
CFGI announced Feb. 16, 2021, that Dean & DeLuca completed its
financial restructuring and successfully emerged from Chapter 11
with support from CFGI, Argus Management Corporation and Brown
Rudnick LLP
On Nov. 25, 2020, the Bankruptcy Court in the Southern District of
New York confirmed Dean and DeLuca's Chapter 11 plan. The chain of
upscale grocery stores and cafes filed a voluntary petition for
relief on March 31, 2020. The Chapter 11 Plan became effective on
January 28, 2021.
Joseph Baum, CFGI's Partner in charge of Restructuring, and Lawton
Bloom of Argus Management were Co-CROs, and Brown Rudnick LLP acted
as reorganization counsel, successfully leading the company through
bankruptcy.
Reorganized Dean and Deluca emerged with a stronger balance sheet,
eliminating over $300 million in debt. The company is working to
restart operations in the United States and around the world.
About Dean & Deluca
Dean & DeLuca New York, Inc., is a multi-channel retailer of
premium gourmet and delicatessen food and beverage products under
the Dean & DeLuca brand name. It traces its roots to the opening
of
the first Dean & DeLuca store in the Soho district of Manhattan,
New York City by Joel Dean and Giorgio DeLuca in 1977.
Affiliate Dean & DeLuca, Inc. was incorporated in Delaware in 1999.
On Sept. 29, 2014, Pace Development Corporation, through its
wholly-owned subsidiary, Pace Food Retail Co., Ltd., acquired 100%
of the shares of Dean & DeLuca, Inc. from its then shareholders.
Dean & DeLuca New York and six affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
20-10916) on March 31, 2020. At the time of the filing, the Debtors
had estimated assets of between $10 million and $50 million and
liabilities of between $100 million and $500 million.
The Debtors tapped Brown Rudnick LLP as their legal counsel,
Stretto as claims and noticing agent, and Saul Ewing Arnstein &
Lehr LLP as special counsel.
The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors in Debtors' bankruptcy cases. The committee is
represented by Arent Fox, LLP.
About CFGI
CFGI, a portfolio company of The Carlyle Group, is a highly
specialized financial consulting firm that supports the office of
the CFO with all its accounting, finance, risk management and
digital transformation needs. As an extension of your corporate
finance team, CFGI can serve in a variety of capacities – from
technical accounting or finance transformation advisor to IPO and
M&A support to Controller or CFO.
DIAMOND HOLDING: Hires Gleichenhaus Marchese as Special Counsel
---------------------------------------------------------------
Diamond Holding LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to employ Gleichenhaus,
Marchese & Weishaar, PC as its special litigation counsel.
The Debtor needs the firm's legal assistance to respond to a
judgment issued by the New York Supreme Court, which awarded the
plaintiff in a case styled Awilda Orta v. Diamond Holding LLC (No.
510824/2017) an aggregate of $262,723.35.
The Debtor also needs legal assistance in connection with the sale
of its primary asset -- a residential real property located at
255–257 Evergreen Avenue, Brooklyn, N.Y. The property is
scheduled to be sold at auction on March 10.
Gleichenhauswill be paid at these rates:
Partners $310 to $385 per hour
Associates $230 to $300 per hour
Paraprofessionals $150 to $180 per hour
Scott Bogucki, Esq., a partner at Gleichenhaus, disclosed in a
court filing 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:
Scott J. Bogucki, Esq.
Gleichenhaus, Marchese & Weishaar, P.C.
43 Court Street, 930 Convention Tower
Buffalo, NY 14202
Phone: 716-845-6446
About Diamond Holding
Diamond Holding LLC is a single asset real estate (as defined in 11
U.S.C. Section 101(51B)).
Diamond Holding filed its voluntary petition for relief under
Chapter 11 of the Bankurptcy Code (Bankr. E.D.N.Y. Case No.
20-44219) on Dec. 9, 2020. Martin Perl, a Diamond Holding member,
signed the petition. In its petition, the Debtor estimated
$500,000 to $1 million in assets and $1 million to $10 million in
liabilities.
Judge Nancy Hershey Lord presides over the case.
The Debtor tapped Morris Fateha, Esq., as its bankruptcy counsel
and Gleichenhaus, Marchese & Weishaar, PC as its special litigation
counsel.
DW TRIM: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: DW Trim, Inc.
DW Door & Trim
2211 Business Way
Riverside, CA 92501
Business Description: DW Trim, Inc. offers construction services
and labor as a finish carpentry sub-
contractor on tract homes providing, among
other things, installation of doors and
mouldings.
Chapter 11 Petition Date: February 15, 2021
Court: United States Bankruptcy Court
Central District of California
Case No.: 21-10758
Judge: Hon. Mark D. Houle
Debtor's Counsel: Steven R. Fox, Esq.
THE FOX LAW CORPORATION, INC.
17835 Ventura Blvd.
Suite 306
Encino, CA 91316
Tel: (818) 774-3545
Fax: (818) 774-3707
E-mail: srfox@foxlaw.com
Total Assets: $2,332,771
Total Liabilities: $1,808,316
The petition was signed by Christopher S. De Mint, 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/RXZHMSI/DW_Trim_Inc__cacbke-21-10758__0001.0.pdf?mcid=tGE4TAMA
EAGLEVIEW TECHNOLOGY: Loan Add-on No Impact on Moody's B3 CFR
-------------------------------------------------------------
Moody's Investors Service said EagleView Technology Corporation's
plan to upsize its existing first-lien term loan facility by $100
million to $625 million has no impact on EagleView's B3 Corporate
Family Rating, B3-PD Probability of Default Rating, B2 senior
secured first-lien credit facilities ratings, Caa2 senior secured
second-lien term loan facility rating and stable outlook.
Net proceeds from the add-on will be used to repay $40 million of
outstanding borrowings on the $85 million revolving credit facility
(RCF) due 2023 and downsize the $230 million outstanding
second-lien term loan facility due 2026 by roughly $55 million.
Given that the upsize will be: (i) a fungible add-on to the
existing first-lien term loan (maturing in 2025); and (ii) pari
passu with the existing first-lien credit facilities sharing the
same collateral package, it will bear the same CUSIP as the
first-lien term loan.
The refinancing transaction is leverage neutral because EagleView's
total debt quantum and financial leverage will remain relatively
unchanged with pro forma total debt to EBITDA staying at roughly
7.3x (Moody's adjusted) at December 31, 2020. Moody's views the
transaction favorably given the expected annual interest expense
savings from reducing the second-lien tranche and reallocating it
to the first-lien.
The B3 CFR reflects EagleView's: (i) high financial leverage; (ii)
small revenue base; (iii) exposure to weather patterns and existing
residential home sales, both of which are cyclical, counterbalanced
by measures introduced to minimize earnings volatility arising from
weather pattern risk; (iv) absence of meaningful international
diversification; and (v) governance risks associated with private
equity sponsor ownership.
The credit profile is supported by EagleView's: (i) position as the
leading provider of high resolution aerial imagery and 3D
measurement software solutions to governments, property & casualty
(P&C) insurance carriers and residential contractors with very
little direct competition; (ii) best-in-class products with an
extensive image library that creates high entry barriers; (iii)
long-standing customer relationships characterized by high
retention rates, increasing customer uptake and account penetration
despite the current pandemic; (iv) highly visible reoccurring
revenue streams supported by multi-year contracts in the government
business and increasingly in the P&C segment; (v) low production
costs for image capture combined with its proprietary and patented
technology that establish a scalable business model; and (vi)
Moody's expectation for revenue and EBITDA growth as well as good
free cash flow conversion over the long-term.
Liquidity remains good with LTM 31 December 2020 free cash flow
generation of $19 million and cash balances totaling $19 million
(unaudited). At year end 2020, EagleView was subject to the 8.2x
First-Lien Net Leverage springing maintenance covenant since more
than 40% was drawn under the RCF (i.e., $60 million outstanding).
The company comfortably met the test with a ratio of 4.77x. To the
extent the RCF is drawn above the 40% threshold over the next 12-15
months after repayment from this debt raise, Moody's expects
EagleView to maintain covenant headroom with at least 30% to 35%
EBITDA cushion.
Headquartered in Bellevue, Washington, EagleView Technology
Corporation is a leading provider of 3D aerial measurement services
to the government, property & casualty insurance and residential
construction markets. EagleView is owned by Vista Equity Partners
and Clearlake Capital Group, L.P. Revenue totaled $242 million for
the fiscal year ended December 31, 2020 (unaudited).
EASTERDAY RANCHES: Wins Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
has authorized Easterday Ranches, Inc. and affiliates to use cash
collateral on an emergency interim basis in accordance with a
budget.
The Debtor has an immediate and critical need to use cash
collateral in order to permit, among other things, preservation and
maintenance of the Debtor's business operation and assets.
The parties that may assert an interest in the Cash Collateral are
Washington Trust Bank, CHS Capital, LLC, Prudential Insurance
Company of America, Equitable Financial Life Insurance Company
f/k/a AXA Equitable Life Insurance Company, LTM Investments LLC,
J.R. Simplot Company and Weyns Farms, LLC.
As adequate protection, the Cash Collateral Parties are granted a
continuing security interest in and lien on all collateral of the
Debtor of the same type and nature that exists as of the Petition
Date with the same validity and priority as exists as of the
Petition Date, and an additional and replacement security interest
in and lien on all property and assets of the Debtor's estate.
The Replacement Liens and Adequate Protection Liens will be deemed
to be perfected automatically upon entry of the Interim Order,
without the necessity of filing any UCC-1 financing statement,
state or federal notice, mortgage or similar instrument or document
in any state or public record or office and without the necessity
of taking possession or control of any collateral.
The Interim Order provides for these Events of Default:
(i) Failure to abide by any material term, covenant or
condition approved by or incorporated into the Interim Order;
(ii) Termination of the automatic stay with respect to any cash
collateral;
(iii) Absent the prior written approval of Washington Trust and
CHS, the Debtor's "Ending Cash" is lower than the Budget by more
than 20% for the week ending week 2, the week ending week 4 and
bi-weekly thereafter;
(iv) The Debtor fails to maintain adequate insurance covering
the collateral;
(v) Any of the collateral is converted by the Debtor, lost or
stolen in any material amount due to a failure on the part of the
Debtor to take reasonable precautions to protect the collateral
from loss or waste, or not accounted for by the Debtor;
(vi) The Debtor fails to timely deliver any reports required;
(vii) Entry of an order converting the Debtor's case to a
proceeding under Chapter 7; and
(viii) Entry of an order dismissing the Debtor's Chapter 11
Case.
The Debtor must provide the Cash Collateral Lenders with a weekly
cash flow report for all periods since the Petition Date, including
a comparison of actual results to the projections set forth in the
Budget and any other information that the Cash Collateral Lenders
reasonably request.
A Final Hearing on the Debtor's request is scheduled for March 8 at
10 a.m.
A copy of the Order is available at https://bit.ly/3rYodbi from
PacerMonitor.com.
About Easterday Ranches, Inc.
Easterday Ranches, Inc., is a privately held company in the cattle
ranching and farming business.
Easterday Ranches, Inc., doing business as Easterday Farms, filed a
Chapter 11 bankruptcy petition (Bankr. E.D. Wash. Case No.
21-00141) on Feb. 1, 2021. The Debtor estimated at least $100
million in assets and liabilities.
T. Scott Avila and Peter Richter of Paladin Management Group
currently serve as co-CROs. Pachulski Stang Ziehl & Jones LLP is
the Company's bankruptcy counsel. Bush Kornfeld LLP is the
Debtor's general and litigation counsel. Davis Wright Tremaine
LLP is the special counsel.
FORD STEEL: March 10 Plan Confirmation Hearing Set
--------------------------------------------------
On Dec. 31, 2020, debtor Ford Steel, LLC, filed with the U.S.
Bankruptcy Court for the Southern District of Texas, Houston
Division, a Plan of Reorganization and a Disclosure Statement.
On Feb. 9, 2021, Judge Eduardo Rodriguez approved the Disclosure
Statement and ordered that:
* March 3, 2021, is the deadline for filing and serving
written objections to confirmation of the Plan.
* March 8, 2021, is the deadline for filing ballots accepting
or rejecting the Plan.
* March 10, 2021, at 1:30 p.m. is the hearing on the Plan of
Reorganization which shall be conducted electronically before the
United States Bankruptcy Court, Southern District of Texas, Houston
Division.
A full-text copy of the order dated Feb. 9, 2021, is available at
https://bit.ly/2Zj7P94 from PacerMonitor at no charge.
Attorneys for the Debtor:
Julie Mitchell Koenig, Esq.
Cooper & Scully, PC.
815 Walker, Suite 1040
Houston, TX 77002
Tel: 713-236-6800
Fax: 713-236-6880
Email: julie.koenig@cooperscully.com
About Ford Steel
Ford Steel, LLC, is in the business of steel product manufacturing
from purchased steel. It fabricates for a wide variety of
industries including the petrochemical industry, waste water
treatment, transmission communication and broadcast towers, mining,
and oil and gas industries. Visit http://www.fordsteelllc.com/for
more information.
Ford Steel filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-34405) on Sept. 1,
2020. Herbert C. Jeffries, managing member, signed the petition.
The Debtor was estimated to have $1 million to $10 million in both
assets and liabilities at the time of the filing. Judge Eduardo V.
Rodriguez oversees the case. Cooper & Scully, PC, serves as the
Debtor's legal counsel. Muskat Mahony & Devine, LLP, and Currin
Wuest Mielke Paul & Knapp, PLLC, as special counsel.
FRICTIONLESS WORLD: March 30 Disclosure Statement Hearing Set
-------------------------------------------------------------
On Feb. 5, 2021, the Official Committee of Unsecured Creditors and
the Arbitration Creditors ("Plan Proponents") filed with the U.S.
Bankruptcy Court for the District of Colorado a Chapter 11 Plan and
Disclosure Statement. On February 9, 2021, Judge Michael E. Romero
ordered that:
* March 30, 2021, at 1:30 p.m. via Zoom video conference is
the hearing to consider the adequacy of and to approve the
Disclosure Statement.
* March 16, 2021, is fixed as the last day for filing and
serving objections to the Disclosure Statement.
A full-text copy of the order dated Feb. 9, 2021, is available at
https://bit.ly/3b8T0LX from PacerMonitor.com at no charge.
A full-text copy of the Official Committee of Unsecured Creditors
and the Arbitration Creditors' First Amended Disclosure Statement
dated
Feb. 5, 2021, is available at https://bit.ly/3piZvAG from
PacerMonitor.com at no charge.
Counsel for Official Committee:
ARCHER & GREINER, P.C.
Three Logan Square
1717 Arch Street, Suite 3500
Philadelphia, PA 19103
Telephone: (215) 963-3300
- and -
HOLLAND & HART LLP
555 17th Street, Suite 3200
Denver, CO 80202
Telephone: (303) 295-8000
Counsel for Frictionless, Changzhou Zhong and Changzhou Inter:
SHERMAN & HOWARD L.L.C.
633 Seventeenth Street, Suite 3000
Denver, CO 80202
Telephone: (303) 297-2900
- and -
K&L GATES LLP
1601 K Street, NW
Washington, D.C. 20006
Telephone: (202) 778-9200
About Frictionless World
Frictionless World, LLC -- https://www.frictionlessworld.com/ --
provides professional grade outdoor power equipment, replacement
parts for tractors, hitches and agricultural implements, gate and
fence equipment, lithium ion powered tools, and ice fishing
equipment. It offers brands such as Dirty Hand Tools, RanchEx,
Redback, Trophy Strike and Vinsetta Tools.
Frictionless World sought Chapter 11 protection (Banks. D. Col.
Case No. 19-18459) on Sept. 30, 2019. The Hon. Michael E. Romero is
the case judge. In the petition signed by CEO Daniel Banjo, the
Debtor disclosed total assets of $14,600,503 and total liabilities
of $17,364,542.
The Debtor tapped Wadsworth Garber Warner Conrardy P.C. as
bankruptcy counsel; Thomas P. Howard, LLC as special counsel; r2
Advisors, LLC as financial advisor; and Three Twenty-One Capital
Partners, LLC as investment banker.
The Office of the U.S. Trustee appointed creditors to serve on the
official committee of unsecured creditors on Nov. 20, 2019. JW
Infinity Consulting LLC, is the financial advisor to the
Committee.
Tom Connolly was appointed as Chapter 11 trustee effective as of
October 1, 2020. The trustee is represented by Faegre Drinker
Biddle & Reath, LLP.
GARRETT MOTION: Court Judge Questions Stock Deal
------------------------------------------------
Steven Church of Bloomberg News reports that Garrett Motion Inc.
will try to end a fight among its shareholders over a proposal to
recapitalize the auto-parts maker in bankruptcy after a judge
questioned how the deal was put together.
Under the current proposal, Centerbridge Partners, Oaktree Capital
Group and their allies would get the right to buy up to 93.3% of
the convertible preferred stock Garrett wants to issue to exit
bankruptcy. The 42% of shareholders not in that group would get the
remainder, a committee representing the minority holders said in a
court filing.
A group of equity holders -- the Official Committee of Equity
Securities Holders -- has filed its own proposal in the case. In
the Equity Committee's plan, existing equity holders are
unimpaired.
Existing holders will have the option to receive a number of shares
of GMI Common Stock equal to the number of shares of existing
common stock held by the holders or cash in the amount of $7.00 per
share in exchange for cancelation of their shares.
The bankruptcy judge noted that the Debtor's proposed deal would
lock out some owners. At the behest of the judge, Centerbridge and
Oaktree have agreed to negotiate with minority holders.
According to Law360, after hearing a recitation of concerns from
U.S. Bankruptcy Judge Michael E. Wiles over Garrett's proposed
Chapter 11 plan and a competing plan from the equity committee,
debtor attorney Andrew G. Dietderich of Sullivan & Cromwell LLP
said the case could benefit from taking negotiations with the
committee and plan sponsors.
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 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 billion in assets and $4.169 billion 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 and Morgan Stanley & Co. LLC as investment bankers, and
AlixPartners LP as restructuring advisor. Kurtzman Carson
Consultants LLC is the claims agent.
On Oct. 5, 2020, the U.S. Trustee for Region 2 appointed a
committee to represent unsecured creditors in the Debtors' Chapter
11 cases. White & Case LLP and Conway MacKenzie, LLC serve as the
committee's legal counsel and financial advisor, respectively.
An Official Committee of Equity Securities Holders has also been
appointed in the case and is represented by Andrew K. Glenn, Esq.,
David S. Rosner, Esq., Matthew B. Stein, Esq., and Shai Schmidt,
Esq. of Kasowitz Benson Torres LLP.
GARRETT MOTION: Equity Committee Says Plan Patently Unconfirmable
-----------------------------------------------------------------
The Official Committee of Equity Securities Holders (the "Equity
Committee") of Garrett Motion Inc. and its affiliated debtors
objects to Debtors' motion for entry of an order approving the
Disclosure Statement explaining the Debtors' Plan.
The Disclosure Statement describes a Chapter 11 plan that would
result in a needless transfer of over $1.3 billion of value away
from thousands of shareholders owning 42% of GMI (many of which are
small, retail investors) to a handful of hedge funds -- members of
the COH Group -- that own a slim majority. The Debtors themselves
acknowledged the inequitable nature of the COH Group's proposal
since the beginning of the Chapter 11 Cases, describing it as a
coercive, sweetheart deal with a subset of the GMI shareholders,
handing them the voting power and residual economic value of GMI.
The Equity Committee claims that the features of the COH Plan that
make it unconfirmable are so blatantly at odds with the
requirements of the Bankruptcy Code that this Court should reject
the Disclosure Statement to avoid not only the wasteful use of
judicial and estate resources, but also any suggestion that the
Court approves of the Debtors' rank misuse of the bankruptcy
process.
The Equity Committee points out that the Debtors cannot demonstrate
that the COH Plan provides the best value to their estates.
Section 1123(a)(4) therefore prohibits them from offering
Centerbridge, Oaktree and the Additional Insider Shareholders the
exclusive right to purchase the COH Convertible Series A Preferred
Stock (subject to the rights offering).
The Equity Committee asserts that the COH Plan is not fair because
it effects a massive dilution to existing GMI shareholders proposed
by the COH Plan, which could transfer over $1.3 billion of value
from existing GMI shareholders to the sponsors of the COH Plan.
The Equity Committee further asserts that the Disclosure Statement
fails to provide adequate information under Section 1125 of the
Bankruptcy Code because it omits critical information. Without
complete and accurate information about the foregoing topics,
stakeholders cannot fairly assess whether to accept or reject the
COH Plan.
Proposed Counsel to the Official Committee of Equity:
GLENN AGRE BERGMAN & FUENTES LLP
Andrew K. Glenn
Jed I. Bergman
Shai Schmidt
55 Hudson Yards
20th Floor
New York, NY 10001
Telephone: (212) 358-5600
E-mail: AGlenn@glennagre.com
JBergman@glennagre.com
SSchmidt@glennagre.com
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 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 billion in assets and $4.169 billion 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 and Morgan Stanley & Co. LLC as investment bankers; and
AlixPartners LP as restructuring advisor. Kurtzman Carson
Consultants LLC is the claims agent.
On Oct. 5, 2020, the U.S. Trustee for Region 2 formed a committee
to represent unsecured creditors in the Debtors' Chapter 11 cases.
White & Case LLP and Conway MacKenzie, LLC, serve as the
committee's legal counsel and financial advisor, respectively.
GARRETT MOTION: Further Amends Plan Docs. to Address Concerns
-------------------------------------------------------------
Garrett Motion Inc., et al., on Feb. 15, 2021, filed a further
Amended Chapter 11 Plan of Reorganization and a corresponding
Disclosure Statement on Feb. 15, 2021, to reflect comments from
certain parties-in-interest and to address concerns raised by the
Equity Committee.
The principal features of the Plan are set forth in the Plan
Support Agreement (as amended, the "Plan Support Agreement") among
Centerbridge Partners, L.P. ("Centerbridge"), Oaktree Capital
Management, L.P. ("Oaktree"), Honeywell International Inc.
("Honeywell"), certain shareholders represented by Jones Day (the
"Additional Investors," and collectively, the "COH Group"), certain
senior noteholders (the "Consenting Noteholders"), who collectively
hold more than 88% of the Senior Notes and 58% of GMI's Common
Stock., and certain senior secured lenders, who collectively hold
no less than 47% of the outstanding loans under the Senior Credit
Facilities. The Debtors entered into the Plan Support Agreement to
maximize the value of the Debtors' estates following the Debtors'
extensive auction process and after hard fought, arm's-length
negotiations among the parties thereto.
The Plan and Plan Support Agreement, as further described in this
Disclosure Statement, provide for the following restructuring
transactions:
i. the infusion of significant debt and equity commitments to
support the Debtors' go forward operations and payments under the
Plan as follows:
a. committed direct equity investments by certain members of
the COH Group in the amount of $1,050.8 million in the aggregate to
purchase Convertible Series A Preferred Stock from the Reorganized
Debtors;
b. a $200 million rights offering available to Holders of
Existing Common Stock to purchase Convertible Series A Preferred
Stock, which is fully backstopped by Centerbridge, Oaktree, and the
Additional Investors for no additional backstop fee; and
c. committed debt financing of $1.5 billion;
ii. payment in full in cash, plus accrued and unpaid interest at
the non-default contractual rate, plus additional interest of 1.00%
per annum on all outstanding principal and other overdue amounts
under the Prepetition Credit Agreement from the Petition Date to
the Effective Date for Holders of Prepetition Credit Agreement
Claims;
iii. payment in full in cash, plus accrued and unpaid interest in
cash at the non-default contractual rate through the Effective Date
plus $15 million in cash in resolution of claims related to the
Applicable Premium, for Holders of Senior Subordinated Noteholder
Claims;
iv. payment in full in cash for all other secured and unsecured
creditors, except Honeywell, who has agreed to its treatment;
v. a global settlement with Honeywell, who will receive on the
Effective Date $375 million in cash and Series B Preferred Stock
issued by the Reorganized Debtors pursuant to which the Reorganized
Debtors will pay Honeywell a total of $834.8 million in the
aggregate through 2030, subject to the various put and call rights
set forth therein (the "Honeywell Settlement"); and
vi. Holders of Existing Common Stock will have the option to
receive a number of shares of GMI Common Stock equal to the number
of shares of Existing Common Stock held by each such Holder and
each such Holder's Pro Rata share of the Subscription Rights or, at
such Holder's election (unless such stockholder is a party to the
Plan Support Agreement), receive cash in the amount of $6.25 per
share in exchange for cancellation of their shares.
The Plan is a significant achievement for the Debtors and has
support from the Debtors' senior lenders, senior noteholders, the
Official Committee of Unsecured Creditors (the "Creditors'
Committee"), Honeywell, and a majority of GMI's stockholders.
After evaluating all sale and restructuring proposals made in
connection with the Bankruptcy Court approved-auction process and
by other parties in interest in the Chapter 11 Cases, the Debtors
determined, in their business judgment, that entry into the Plan
Support Agreement with its committed equity and debt financing,
significant "cash out" option for other stockholders, and a
settlement with Honeywell that resolves numerous litigation issues
is in the best interests of the Debtors' estates and all
stakeholders.
The consensual global resolution of Honeywell's claims against the
Debtors, and treatment thereof, is an integral, non-severable
component of the Plan. Honeywell contractually agreed through the
Plan Support Agreement to convert its claims into preferred equity
at a significant discount to the amount at which Honeywell believes
its claims are worth. Honeywell also has agreed to forgo having
special governance rights on account of its Series B Preferred
Stock and to limit its representation on the Company's seven-member
(or larger, with Honeywell consent) board to a single director.
Honeywell's agreement to accept the foregoing treatment and remain
in the Debtors' capital structure on these terms, however, is
predicated on Centerbridge and Oaktree serving as the Plan
Sponsors, including their investment in, and associated control of,
the Reorganized Debtors as contemplated by the Plan Support
Agreement. Centerbridge and Oaktree have committed to invest a
significant amount of new equity capital in the Reorganized Debtors
in the form of Convertible Series A Preferred Stock and, through
this investment, they will have the right to nominate a majority of
the members to the New Board. Honeywell's willingness to settle its
claims and remain in the capital structure is based, in significant
part, on its trust and confidence in the Plan Sponsors and the
members of the New Board to act as exemplary corporate stewards in
guiding the direction of the Debtors' business post-emergence.
Accordingly, the Honeywell Settlement is not "portable" to any
alternative plans.
Honeywell's agreement to the proposed treatment of its claims
facilitates and crystallizes recoveries for Holders of Existing
Common Stock by providing such Holders with a substantial, minimum
cash recovery option without the threat that Honeywell's claims
could significantly reduce or eliminate recoveries to common
stockholders.
The Debtors determined in their business judgment that the
Honeywell Settlement incorporated into the Plan is in the best
interests of their estates based upon (a) the relative merits of
each parties' respective litigation positions, (b) the time and
cost required to continue litigation against Honeywell, (c) the
possibility that continued litigation could result in one or more
adverse rulings, (d) potential confirmation litigation around the
treatment of Honeywell's claims in any alternative plan, and (e)
all other facts and circumstances in the Chapter 11 Cases,
including the likelihood of generating stakeholder support for, or
executing on, any alternative transaction. Further, the Debtors and
the board of directors of each of GMI, Debtor Garrett ASASCO Inc.
("ASASCO"), and Garrett Motion Holdings Inc. ("GMHI") have
determined that the Plan Support Agreement and the Honeywell
Settlement incorporated therein (including the size of the
Honeywell Plan Claims and their treatment under the Plan), are
fair, equitable, and reasonable. Resolving Honeywell's claims and
all related litigation also removes a material impediment to
confirmation of the Plan and allows the Debtors to expeditiously
move the Chapter 11 Cases to completion with the support of a
majority of their stakeholders.
The classification, treatment status and voting rights of Classes
of Claims and Interests under the Plan include: Claims in Class 7
(General Unsecured Claims) are Unimpaired under the Plan and will
either be Reinstated, paid in full and/or assumed by one or more
Reorganized Debtors; Claims in Classes 4 (Prepetition Credit
Agreement Claims), 5 (Senior Subordinated Noteholder Claims) and 6
(Honeywell Plan Claims) are or may be Impaired under the Plan and
have consented to such treatment pursuant to the RSA or the Plan
Support Agreement (each, as defined herein), respectively.
Accordingly, all non-Debtor Classes of Claims against the Debtors
are Unimpaired under the Plan or have consented to be impaired
under the Plan, with the exception of Claims in Class 10 (Section
510(b) Claims), if any, which are mandatorily subordinated to all
other Claims pursuant to section 510(b) of the Bankruptcy Code.
In addition, each Holder of Existing Common Stock in Class 11
(Existing Common Stock) will receive in exchange for its shares of
Existing Common Stock, either (a) (i) the same number of shares of
Existing Common Stock in New GMI, and (ii) its Pro Rata share of
the Subscription Rights in connection with the Rights Offering of
up to $200 million of Convertible Series A Preferred Stock, or (b)
if such Holder timely exercises its Cash-Out Option, its Cash-Out
Consideration in the form of Cash in the amount of $6.25 with
respect to each share of Existing Common Stock properly delivered
under the Cash-Out Option.
A full-text copy of the Further Amended Disclosure Statement dated
February 15, 2021, is available at https://bit.ly/3u9FFvl from
www.kccllc.net at no charge.
Counsel for the Debtors:
Andrew G. Dietderich
Brian D. Glueckstein Alexa J. Kranzley
Benjamin S. Beller
SULLIVAN & CROMWELL LLP
125 Broad Street
New York, New York 10004
Telephone: (212) 558-4000
Facsimile: (212) 558-3588
E-mail: dietdericha@sullcrom.com
gluecksteinb@sullcrom.com
kranzleya@sullcrom.com
bellerb@sullcrom.com
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 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 billion in assets and $4.169 billion 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 and Morgan Stanley & Co. LLC as investment bankers; and
AlixPartners LP as restructuring advisor. Kurtzman Carson
Consultants LLC is the claims agent.
On Oct. 5, 2020, the U.S. Trustee for Region 2 formed a committee
to represent unsecured creditors in the Debtors' Chapter 11 cases.
White & Case LLP and Conway MacKenzie, LLC, serve as the
committee's legal counsel and financial advisor, respectively.
GARRETT MOTION: Gibson Dunn 2nd Update on First Lien Group
----------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Gibson, Dunn & Crutcher LLP submitted a second
amended verified statement to disclose an updated list of Ad Hoc
Group of First Lien Lenders that it is representing in the Chapter
11 cases of Garrett Motion Inc., et al.
On or about September 2020, members of the Ad Hoc Group of First
Lien Lenders retained attorneys presently with Gibson, Dunn &
Crutcher LLP to represent them as counsel in connection with a
potential restructuring of the outstanding debt obligations of the
above-captioned debtors and certain of their subsidiaries and
affiliates. From time to time thereafter, certain additional
holders of the Debtors' outstanding debt obligations have joined
the Ad Hoc Group of First Lien Lenders.
On September 22, 2020, the Ad Hoc Group of First Lien Lenders filed
the Verified Statement of the Ad Hoc Group of First Lien Lenders
Pursuant to Bankruptcy Rule 2019 [Docket No. 45]. Since that time,
the membership of the Ad Hoc Group of First Lien Lenders and the
disclosable economic interests in relation to the Debtors held or
managed by such members has changed. The Ad Hoc Group of First Lien
Lenders submits this Amended Verified Statement accordingly.
Gibson Dunn represents the members of the Ad Hoc Group of First
Lien Lenders in their capacity as lenders under that certain Credit
Agreement, dated as of September 27, 2018 by and among Garrett LX
III S.a.r.l., Garrett Borrowing LLC and Garrett Motion Sarl, as
borrowers, the guarantors party thereto, the lenders party thereto,
and JPMorgan Chase Bank N.A., as administrative agent.
Gibson Dunn does not represent or purport to represent any other
entities in connection with the Debtors' chapter 11 cases. Gibson
Dunn does not represent the Ad Hoc Group of First Lien Lenders as a
"committee" and does not undertake to represent the interests of,
and is not a fiduciary for, any creditor, party in interest, or
other entity that has not signed a retention agreement with Gibson
Dunn. In addition, the Ad Hoc Group of First Lien Lenders does not
represent or purport to represent any other entities in connection
with the Debtors' chapter 11 cases.
Upon information and belief formed after due inquiry, Gibson Dunn
does not hold any disclosable economic interests in relation to the
Debtors.
As of Feb. 15, 2021, members of the Ad Hoc Group of First Lien
Lenders and their disclosable economic interests are:
Angelo, Gordon & Co.
245 Park Avenue
New York, NY 10167
* Term Loan B Obligations (EUR): 1,000,000.00
* Term Loan B Obligations ($): 35,368,434.01
* Senior Note Obligations (EUR): 2,310,000.00
Banco Bilboa Vizcaya
Argentaria, S.A.
New York Branch
1345 Avenue of the Americas
44th Floor
New York, NY 10105
* Revolving Loan Obligations (EUR): 32,000,000.00
* Term Loan A Obligations (EUR): 19,062,500.00
Blue Mountain Capital Management, LLC
280 Park Avenue
New York, NY 10017
* Term Loan B Obligations (EUR): 5,730,666.66
* Term Loan B Obligations ($): 4,421,250.00
* DIP Obligations ($): 2,800,000.00
Credit Suisse Asset Management, LLC &
Credit Suisse Asset Management Limited
11 Madison Avenue
New York, NY 10010
* Term Loan A Obligations (EUR): 13,013,000.00
* Term Loan B Obligations ($): 19,322,000.00
* Term Loan B Obligations ($): 16,148,408.39
* DIP Obligations ($): 34,000,000.00
Deutsche Bank AG
London Branch
Winchester House
1 Great Winchester St.
London EC3N 2DB, United Kingdom
* Revolving Loan Obligations (EUR): 47,500,000.00
* Term Loan A Obligations (EUR): 12,581,250.00
Diameter Capital Partners
24 W. 40th Street
5th Floor
New York, NY 10018
* Term Loan B Obligations (EUR): 44,817,078.00
* Term Loan B Obligations ($): 24,423,712.00
Eaton Vance Management
Two International Place
Boston, MA 02110
* Term Loan B Obligations (EUR): 10,642,666.67
* Term Loan B Obligations ($): 6,496,314.88
* DIP Obligations ($): 4,000,000.00
Elmwood Asset Management, LLC
40 West 57th Street Suite 1800
New York, NY 10017
* Term Loan B Obligations ($): 7,806,402.05
* DIP Obligations ($): 6,400,000.00
GoldenTree Asset Management LP
300 Park Avenue
20th Floor
New York, NY 10022
* Term Loan B Obligations (EUR): 13,917,333.33
* Term Loan B Obligations ($): 11,322,322.89
* DIP Obligations ($): 3,600,000.00
HBK Master Fund L.P.
2300 North Field Street Suite 2200
Dallas, Texas 75201
* Term Loan A Obligations (EUR): 32,712,044.00
* Term Loan B Obligations (EUR): 33,302,139.89
* Term Loan B Obligations ($): 5,000,000
Intermediate Capital Group PLC
Procession House
55 Ludgate Hill
London, EC4M 7JW
* Term Loan A Obligations (EUR): 19,062,500.00
* Term Loan B Obligations (EUR): 26,418,772.99
* DIP Obligations ($): 20,000,000.00
Invesco Senior Secured Management, Inc.
1166 Avenue of the Americas
25th Floor
New York, NY 10036
* Term Loan A Obligations (EUR): 14,962,000.00
* Term Loan B Obligations (EUR): 7,381,000.00
* Term Loan B Obligations ($): 50,132,000.00
* DIP Obligations ($): 33,138,000.00
Investcorp Credit Management US LLC
280 Park Avenue
36th Floor
New York, NY 10017
* Term Loan B Obligations (EUR): 9,540,797.35
* DIP Obligations ($): 4,000,000.00
M&G Alternatives Investment Management Limited and
M&G Investment Management Limited
10 Fenchurch Avenue
London, EC3M 5AG
* Term Loan B Obligations (EUR): 25,926,150.00
Marble Point Credit Management LLC
600 Steamboat Road Suite 202
Greenwich, CT 06830
* Term Loan B Obligations ($): 15,170,489.92
Nova Kreditna Banka Moribor d.d.
Ulica Vita Kraigherja 4
2000 Maribor, Slovenia
* Term Loan B Obligations (EUR): $8,186,666.67
Partners Group (USA) Inc.
1200 Entrepreneurial Drive
Broomfield, CO 80021
* Term Loan B Obligations (EUR): 2,000,000.00
* Term Loan B Obligations ($): 1,992,000.40
Sixth Street Partners LLC
888 7th Ave.
35th Floor
New York, NY 10106
* Term Loan B Obligations ($): 15,754,536.00
* DIP Obligations ($): 16,000,000.00
Steele Creek Investment Management LLC
201 S. College Street
Suite 1690
Charlotte, NC 28202
* DIP Obligations ($): 6,400,000.00
Sumitomo Mitsui Banking Corporation
Prinzenallee 7
40549 Dusseldorf, Germany
* Revolving Loan Obligations (EUR): 24,000,000.00
* Term Loan A Obligations (EUR): 12,962,500.00
Unicredit Bank AG
Arabellastrasse 12
81925 Munich, Germany
* Revolving Loan Obligations (EUR): 32,000,000.00
* Term Loan A Obligations (EUR): 19,062,500.00
Voya Alternative Asset Management LLC
7337 East Doubletree Ranch Road
Suite 100
Scottsdale, AZ 8525
* Term Loan B Obligations ($): 21,780,816.73
Counsel to the Ad Hoc Group of First Lien Lenders can be reached
at:
GIBSON, DUNN & CRUTCHER LLP
Scott J. Greenberg, Esq.
Steven A. Domanowski, Esq.
200 Park Avenue
New York, NY 10166
Telephone: (212) 351-4000
Facsimile: (212) 351-4035
E-mail: sgreenberg@gibsondunn.com
sdomanowski@gibsondunn.com
- and -
Robert A. Klyman, Esq.
Matther G. Bouslog, Esq.
333 South Grand Avenue
Los Angeles, CA 90071
Telephone: (213) 229-7562
Facsimile: (213) 229-6562
E-mail: rklyman@gibsondunn.com
mbouslog@gibsondunn.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/2NdSsMP
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.
GARRETT MOTION: Ropes & Gray 3rd Update on Noteholder Group
-----------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Ropes & Gray LLP submitted a third supplemental
verified statement to disclose an updated list of Ad Hoc Group of
Secured Noteholders that they are representing in the Chapter 11
cases of Garrett Motion, Inc., et al.
The Ad Hoc Group of Secured Noteholders, by and through their
undersigned counsel, of 5.125% Senior Notes due 2026 issued
pursuant to that certain Indenture, dated as of September 27, 2018,
together with any other agreements or documents executed in
connection therewith, by and among Garrett L X I S.À.R.L. and
Garrett Borrowing LLC, Garrett Motion Inc., the Guarantors party
thereto, Deutsche Trustee Company Limited, as indenture trustee,
Deutsche Bank AG, London Branch, as security agent and paying
agent, and Deutsche Bank Luxembourg S.A., as registrar and transfer
agent.
During September 2020, members of the Ad Hoc Group of Secured
Noteholders retained attorneys with the firm of Ropes & Gray LLP to
represent them as counsel in connection with the outstanding debt
obligations of the above-captioned debtors and debtors in
possession.
On October 5, 2020, Ropes & Gray, on behalf of the Ad Hoc Group of
Secured Noteholders, filed the Verified Statement of the Ad Hoc
Group of Secured Noteholders Pursuant to Bankruptcy Rule 2019 [Dkt.
No. 159]. On October 20, 2020, Ropes & Gray, on behalf of the Ad
Hoc Group of Secured Noteholders, filed the Supplemental Verified
Statement of the Ad Hoc Group of Secured Noteholders Pursuant to
Bankruptcy Rule 2019 [Dkt. No. 250]. On October 21, 2020, Ropes &
Gray, on behalf of the Ad Hoc Group of Secured Noteholders, filed
the Corrected Supplemental Verified Statement of the Ad Hoc Group
of Secured Noteholders Pursuant to Bankruptcy Rule 2019 [Dkt No.
260] that corrected the Supplemental 2019 Statement. On November
19, 2020, Ropes & Gray, on behalf of the Ad Hoc Group of Secured
Noteholders, filed the Second Supplemental Verified Statement of
the Ad Hoc Group of Secured Noteholders Pursuant to Bankruptcy Rule
2019 [Dkt. No. 424].
Upon information and belief formed after due inquiry, Ropes & Gray
does not hold any disclosable economic interests in relation to the
Debtors.
As of Feb. 15, 2021, members of the Ad Hoc Group and their
disclosable economic interests are:
AllianceBernstein L.P.
150 4th Avenue N.
Nashville, TN 37219
* Term Loan B Obligations ($): $3,085,413
* Note Obligations (€): 34,165,000
Bardin Hill Investment Partners LP
299 Park Avenue
New York, NY 10171
* Note Obligations (€): 26,575,000
Benefit Street Partners LLC
9 W. 57th Street
Suite 4920
New York, NY 10019
* Note Obligations (€): 8,000,000
* Equity Interests (Shares): 1,389,839
Carronade Capital Management, LP
17 Old Kings Highway South Suite 140
Darien, CT 06820
* Note Obligations (€): 2,460,000
KSAC Europe Investments S.a.r.l.
1A, rue Thomas Edison
Strassen L-1445
Luxembourg
* Note Obligations (€): 50,655,000
Lord, Abbett & Co LLC
90 Hudson Street
Jersey City, NJ 07302-3973
* Note Obligations (€): 14,100,000
P. Schoenfeld Asset Management LP
1350 Avenue of the Americas
21st Floor
New York, NY 10019
* Term Loan B Obligations ($): 8,500,000
* Note Obligations (€): 20,000,000
Robeco Institutional Asset Management B.V.
P.O. Box 973
3000 AZ
Rotterdam
The Netherlands
* Note Obligations (€): 34,990,000
Counsel to the Ad Hoc Group of Secured Noteholders can be reached
at:
ROPES & GRAY LLP
Mark I. Bane, Esq.
Matthew M. Roose, Esq.
Daniel G. Egan, Esq.
1211 Avenue of the Americas
New York, NY 10036-8704
Telephone: 212.596.9000
Facsimile: 212.596.9090
Email: mark.bane@ropesgray.com
matthew.roose@ropesgray.com
daniel.egan@ropesgray.com
- and -
ROPES & GRAY LLP
Andrew G. Devore, Esq.
Prudential Tower, 800 Boylston Street
Boston, MA 02199-3600
Telephone: 617.951.7000
Facsimile: 617.951.7777
Email: andrew.devore@ropesgray.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3k3NYV6
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.
GATEWAY RADIOLOGY: Seeks to Hire Beighley Myrick as Special Counsel
-------------------------------------------------------------------
Gateway Radiology Consultants P.A. seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to expand the
scope of services of its special counsel, Beighley, Myrick, Udell,
+ Lynne, PA.
Beighley Myrick will be handling the appeal related to a case
involving the Debtor (Case 19-4971-MGW, In Re: Gateway Radiology
Consultants, P.A.). The firm will be paid at these rates:
Partners $650 per hour
Associates $325 per hour
Para-professionals $175 per hour
The firm requested a retainer in the amount of $5,000.
Maury Udell, Esq., a partner at Beighley Myrick, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
Beighley Myrick can be reached at:
Maury L. Udell, Esq.
Beighley, Myrick, Udell, + Lynne, PA
150 W. Flagler St, Suite 1800
Miami, FL 33130
Tel: (305) 349-3930
About Gateway Radiology Consultants
Saint Petersburg, Fla.-based Gateway Radiology Consultants P.A.
filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-04971) on
May 28, 2019. In the petition signed by Gateway Radiology
President Gagandeep Manget M.D., the Debtor disclosed $1.2 million
in assets and $14.9 million in liabilities.
Judge Michael G. Williamson oversees the case.
The Debtor tapped Joel M. Aresty, P.A. as its bankruptcy counsel.
Beighley, Myrick, Udell, + Lynne, PA and Paul C. Jensen,
Attorney-At-Law serve as the Debtor's special counsel.
GCM GROSVENOR: Moody's Assigns Ba3 CFR, Outlook Positive
--------------------------------------------------------
Moody's Investors Service assigned a Ba3 corporate family rating
and a Ba3-PD probability of default rating to GCM Grosvenor Inc.
(Grosvenor; NASDAQ: GCMG). Moody's also assigned a Ba3 rating to
senior secured credit facilities at Grosvenor Capital Management
Holdings, LLLP. The outlook is positive for GCM Grosvenor Inc. and
Grosvenor Capital Management Holdings, LLLP.
Assignments:
Issuer: GCM Grosvenor Inc.
Corporate Family Rating, Assigned at Ba3
Probability of Default Rating, Assigned at Ba3-PD
Issuer: Grosvenor Capital Management Holdings, LLLP
$290 million senior secured first lien term loan due 2028,
Assigned at Ba3
$50 million senior secured first lien revolving credit facility
due 2026, Assigned at Ba3
Outlooks Actions:
Issuer: GCM Grosvenor, Inc.
Outlook, Assigned Positive
Issuer: Grosvenor Capital Management Holdings, LLLP
Outlook, Assigned Positive
RATINGS RATIONALE
The Ba3 CFR reflects the firm's strong and established position as
an alternative investment solutions provider, moderate financial
leverage and uneven organic AUM growth. The rating is also
supported by the company's high AUM retention rates and the scale
and breadth of its alternative asset management platform.
Grosvenor's rating is constrained by the erosion of pricing power
in the alternative intermediary business which weighs on the
company's revenue and margin growth.
The positive outlook reflects improvement in the investment
performance of Grosvenor's absolute return strategies and steady
growth in private market strategies fee-paying AUM, as well as its
recent transition into a public company through a SPAC conversion
which was a deleveraging event for the company. Moody's expect
higher operating earnings in 2021 on the back of strong fundraising
in private market strategies in 2020. Furthermore, the recent
closing of the business combination with CF Finance Acquisition
Corp which resulted in Grosvenor becoming a public company also
serves to strengthen the company's profile by reducing balance
sheet leverage and improving corporate transparency and governance.
Grosvenor has made significant progress in reducing notional debt
through the Mosaic transaction and its transition to a public
company in 2020. During the outlook period, Moody's will be
watching to see if the improved performance of the firm's public
markets strategies translates into stronger client inflows and
whether the positive momentum in private market fundraising is
sustained.
The company's amend and extend transaction will build on
improvements in the company's balance sheet strength by extending
the maturities on the term loan and revolver each by three years,
lowering its cost of borrowing and reducing the outstanding term
loan amount by $50 million to $290 million. The company's pro-forma
Debt/EBITDA ratio (as defined by Moody's) is expected to be 3.2x at
the close of the transaction.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Upward pressure on the ratings of Grosvenor could arise following;
(1) annualized organic AUM growth of 2% or above, (2) success of
the firm's extension of its AUM mix into new asset classes and ESG
strategies, (3) improvement in pre-tax income margins to above 30%,
or (4) leverage sustained below 3.5x (as measured by Moody's).
Downward pressure on the ratings could arise following: (1)
annualized organic AUM decay of 2% or higher; (2) leverage
(Debt/EBITDA) sustained above 5.0x; 3) sustained deterioration in
pre-tax income margins, or 4) an event that materially impacts the
firm's brand name/reputation.
Grosvenor is an alternative asset management company with close to
$58.6 billion of AUM as of September 30, 2020.
The principal methodology used in these ratings was Asset Managers
Methodology published in November 2019.
GENERAL CANNABIS: Sells $1.66 Million Convertible Notes
-------------------------------------------------------
General Cannabis Corp. entered into a securities purchase agreement
with an accredited investor, pursuant to which the Company issued
and sold convertible notes with an aggregate principal amount of
$1,660,000 to such Investor. The Notes are part of an
over-allotment option exercised by the Company in connection with
the convertible note offering consummated on Dec. 23, 2020 and
reported on a Current Report on Form 8-K filed on Dec. 30, 2020.
In connection with the issuance of the Notes, the holder received
warrants to purchase shares of the Company's common stock equal to
20% coverage of the aggregate principal amount at $0.56 per share.
In the aggregate, this equals 592,858 shares of the Company's
common stock with a par value $0.001 per share.
The Notes will bear interest at an annual rate of 10% and will
mature on Feb. 8, 2024. The Investor has the option to convert up
to 50% of the outstanding unpaid principal and accrued interest of
the Notes into Common Stock at a variable price of 80% of the
market price but no less than $0.65 per share and no more than
$1.00 per share. The Warrants are exercisable at an exercise price
of $0.56 per Warrant, subject to adjustment as provided in the
Warrants, at any time prior to the earlier of the Maturity Date and
an Acquisition.
About General Cannabis Corp
Headquartered in Denver, Colorado, General Cannabis Corp --
http://www.generalcann.com-- provides services to the cannabis
industry. The company is a trusted partner to the cultivation,
production and retail sides of the cannabis business. It achieves
this through a combination of strong operating divisions, capital
investments and real estate.
General Cannabis reported a net loss of $12.46 million for the year
ended Dec. 31, 2019, compared to a net loss of $16.97 million for
the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company
had $8.23 million in total assets, $9.15 million in total
liabilities, and a total stockholders' deficit of $922,855.
Marcum LLP, in Melville, NY, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated May 14,
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.
GIRARDI & KEESE: Don't Evict Founder from Mansion, Brother Asks
---------------------------------------------------------------
Law360 reports that the brother and conservator of Girardi Keese
founder Tom Girardi is beseeching a Los Angeles bankruptcy judge
not to evict the disgraced trial lawyer from his Pasadena,
California, mansion, saying it's the only place that is familiar to
Girardi and close to his medical providers.
Robert Girardi, a Southern California dentist, told the court he is
still struggling to understand his brother's complicated legal
problems — including at least tens of millions of dollars owed to
lenders, ex-clients, co-counsel and vendors. He said the mansion,
which Tom Girardi had claimed was worth $16. 5 million, appeared to
be overencumbered.
About Girardi & Keese
Girardi and Keese or Girardi & Keese was a Los Angeles-based law
firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It
served clients in California in a variety of legal areas. It was
known for representing plaintiffs against major corporations.
An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No.
20-21022) was filed in December 2020 against GIRARDI KEESE by
alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian,
Erika Saldana, Virginia Antonio, and Kimberly Archie.
The petitioners' attorneys:
Andrew Goodman
Goodman Law Offices, Apc
Tel: 818-802-5044
E-mail: agoodman@andyglaw.com
Elissa D. Miller, a member of the firm SulmeyerKupetz, has been
appointed as Chapter 7 trustee.
The Chapter 7 trustee can be reached at:
Elissa D. Miller
333 South Grand Ave., Suite 3400
Los Angeles, California 90071-1406
Telephone: 213.626.2311
Facsimile: 213.629.4520
E-mail: emiller@sulmeyerlaw.com
GIRARDI & KEESE: Ex-Lawyer Seeks Out Theft Suit Settlement
----------------------------------------------------------
Law360 reports that a former lawyer at bankrupt California law firm
Girardi Keese has asked an Illinois federal judge to dismiss him
from a suit claiming firm founder Tom Girardi wrongfully took
millions of dollars from a plane crash settlement, saying there are
no grounds to sue him in Illinois.
In a filing Friday, Feb. 12, 2021, Keith Griffin denied he had any
control over Girardi Keese's finances or engaged in any conduct
that would allow him to be drawn into the suit filed by Edelson PC
against Girardi in a Chicago court in December 2020. "Edelson
defames a host of non-responsible parties while seeking to recover
millions.
About Girardi & Keese
Girardi and Keese or Girardi & Keese was a Los Angeles-based law
firm founded in 1965 by lawyers Thomas Girardi and Robert Keese.
It served clients in California in a variety of legal areas. It
was known for representing plaintiffs against major corporations.
An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No.
20-21022) was filed in December 2020 against GIRARDI KEESE by
alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian,
Erika Saldana, Virginia Antonio, and Kimberly Archie.
The petitioners' attorneys:
Andrew Goodman
Goodman Law Offices, Apc
Tel: 818-802-5044
E-mail: agoodman@andyglaw.com
Elissa D. Miller, a member of the firm SulmeyerKupetz, has been
appointed as Chapter 7 trustee.
The Chapter 7 trustee can be reached at:
Elissa D. Miller
333 South Grand Ave., Suite 3400
Los Angeles, California 90071-1406
Telephone: 213.626.2311
Facsimile: 213.629.4520
E-mail: emiller@sulmeyerlaw.com
GLENROY COACHELLA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Glenroy Coachella, LLC
1801 S. La Cienega Blvd., Suite 301
Los Angeles, CA 90035
Business Description: Glenroy Coachella, LLC operates in the
traveler accommodation industry.
Chapter 11 Petition Date: February 15, 2021
Court: United States Bankruptcy Court
Central District of California
Case No.: 21-11188
Judge: Hon. Sheri Bluebond
Debtor's Counsel: David J. Weintraub, Esq.
WEINTRAUB & SELTH, APC
11766 Wilshire Boulevard
Suite 1170
Los Angeles, CA 90025
Tel: (310) 207-1494
E-mail: dan@wsrlaw.net
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Stuart Rubin, manager.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/NA5UP7Q/Glenroy_Coachella_LLC__cacbke-21-11188__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. SMS Architects Architect Fees $291,430
18004 Sky Park Cir.
Suite 200
Irvine, CA 92614
2. Carrier Johnson $278,429
185 W. F St.
Suite 500
San Diego, CA 92101
3. Bentley Financial Services Vendor Debt $140,255
One Porsche Dr.
Atlanta, GA 30354
4. Barajas Plastering Co. Vendor Debt $96,000
81-328 Avenida
Romero Indio, CA 92201
5. Saxon Engineering Civil $73,557
2605 Temple Heights Dr. Engineering
Suite A Fees
Oceanside, CA 92056
6. Colliers Project Construction $71,991
Leaders Management
135 New Road
Madison, CT 06443
7. TLR Enterprises, Inc. $61,574
74875 Velie Way
Palm Desert, CA 92260
8. Mascorro Concrete $56,841
Construction Inc
P.O. Box 910
Thousand Palms, CA 92276
9. Legacy Foodservice Monetary $56,385
Design LLC Judgment
2380 Thayer Ave.
Henderson, NV 89074-541
10. Carrier Johnson $50,000
185 W. F St., Suite 500
San Diego, CA 92101
11. Orco Block & Hardscape $39,244
11100 Beach Blvd.
Stanton, CA 90680-3219
12. KMA Consulting Site $37,425
151 Kalmus Dr. Plumbing
Suite C230
Costa Mesa, CA 92626
13. Systems Waterproofing, Inc. Vendor Debt $33,359
223 West Blueridge Ave.
Orange, CA 92865
14. Hugh T. Smith Co. Vendor $31,065
5383 Roberts Rd.
Yucca Valley, CA 92284
15. Design Development Co. Kitchen Design & $23,798
28035 Dorothy Dr., Interior Building
Suite 100
Agoura Hills, CA 91301
16. West Coast Sand $21,666
and Gravel Inc.
P.O. Box 5067
Buena Park, CA 90621-5067
17. Neil Rosenfield Accounting Fees $20,000
Baker Tilly
15760 Ventura Blvd.
Suite 1100
Encino, CA 91436
18. L & W Supply $19,505
Corporation
P.O. Box 838
Beloit, WI 53512
19. City of Coachella Utility Services $18,032
1515 Sixth St.
Coachella, CA 92236
20. RTM Engineering Vendor $13,597
Consultants, LLC
650 E. Algonquin Rd.
Suite 250
Schaumburg, IL 60173
GLENROY COACHELLA: Hotel Project Files for Chapter 11
-----------------------------------------------------
Allison McNeely of Bloomberg News reports that the owner of a
lavish hotel development near the site of Coachella, the famous
California music festival, has filed for bankruptcy after lawsuits
and delays stymied its plans.
Glenroy Coachella LLC, which owns the Hotel Indigo development,
sought Chapter 11 protection in Los Angeles on Monday, February 15,
2021, according to a bankruptcy petition.
The bankruptcy filing comes after Stuart Rubin, manager of the
project, faced a lawsuit from his business partner, Gary
Stiffelman, for $50 million amid allegations of "incompetence and
fraud," according to the Palm Springs Desert Sun. The lawsuit
alleged that the development spent two separate budgets of $25
million.
Hotel Indigo, a division of InterContinental Hotels Group Plc,
doesn't list the Coachella location among its current properties.
Construction on the project began in early 2017 under the guidance
of Rubin's son, Joseph, and was met with delays almost immediately,
according to the Stiffelman lawsuit.
The project was supposed to be completed in time for the 2018
edition of the Coachella Valley Music and Arts Festival, according
to the lawsuit.
The Glenroy Coachella project is the latest in a string of
hospitality-related restructurings, following bankruptcy filings
from the Wardman Park Hotel in Washington, D.C., and two boutique
hotels in Brooklyn. Covid-19 has been devastating for the lodging
sector with travel halted and hotel rooms sitting empty, and a full
recovery not expected until 2023.
About Glenroy Coachella
Glenroy Coachella LLC is the owner of the unfinished Hotel Indigo
Coachella, a lavish hotel development in Coachella, California.
Hotel Indigo Coachella was billed as a luxe, 35-acre resort close
to the site of Coachella, the famous California music festival.
The hotel was to have a DJ stage, catwalk, 10,000-square-foot
(3,049 square meter) pool, casitas and 250 guest rooms.
Construction on the project began in early 2017 but the project
faced delays. Stuart Rubin, manager of the project, has been hit
with a lawsuit from his business partner, Gary Stiffelman, for $50
million amid allegations of "incompetence and fraud."
Glenroy Coachella sought Chapter 11 protection (Bankr. C.D. Cal.
Case No. 21-11188) on Feb. 15, 2021. In the petition signed by
Stuart Rubin, manager, the Debtor estimated assets of $50 million
to $100 million and debt of $10 million to $50 million. The Hon.
Sheri Bluebond is the case judge. WEINTRAUB & SELTH, APC, led by
David J. Weintraub, is the Debtor's counsel.
HEARTWISE INCORPORATION: Hires Trojan Law as Special Counsel
------------------------------------------------------------
Heartwise Incorporation seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire Trojan Law
Offices as its special counsel.
The Debtor requires legal assistance to appeal a $9.5 million
judgment issued by the U.S. District Court for the District of Utah
in favor of Vitamins Online, Inc. The Debtor is a defendant in the
case styled Vitamins Online, Inc. v. Heartwise, Inc., Case No.
2:13-cv-00982-DAK.
Trojan Law Offices received a retainer in the amount of $40,000.
The firm will be paid at these rates:
R. Joseph Trojan $500 per hour
Associates $300 - $450 per hour
Paralegals $185 per hour
R. Joseph Trojan, Esq., at Trojan Law Offices, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
R. Joseph Trojan, Esq.
Trojan Law Offices
811 Wilshire Blvd #1700
Los Angeles, CA 90017
Phone: +1 213-344-3854
About Heartwise Inc.
Heartwise Incorporation -- https://www.naturewise.com -- is a
retail store that sells wellness and health related supplements.
Heartwise filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 20-13335) on
Dec. 4, 2020. Tuong V. Nguyen, chief executive officer, signed the
petition. In its petition, the Debtor disclosed $7,653,717 in
assets and $12,030,563 in liabilities.
Judge Mark S. Wallace oversees the case.
The Law Offices of Michael Jay Berger and Trojan Law Offices serve
as the Debtor's bankruptcy counsel and special counsel,
respectively.
HENRY FORD VILLAGE: Plan Proposal Period Extended to Aug. 31
------------------------------------------------------------
Judge Mark A. Randon of the U.S. Bankruptcy Court for the Eastern
District of Michigan, Southern Division, extended Henry Ford
Village, Inc.'s Plan Proposal Period from February 25, 2021 to
August 31, 2021.
Judge Randon also extended the Debtor's Solicitation Period from
April 12, 2021 to October 15, 2021. An extension of the Case
Management Deadlines by an additional 186 days was likewise
granted.
About Henry Ford Village
Henry Ford Village, Inc. is a non-profit, non-stock corporation
established to operate a continuing care retirement community
located at 15101 Ford Road, Dearborn, Mich. It provides senior
living services comprised of 853 independent living units, 96
assisted living unites and 89 skilled nursing beds.
Henry Ford Village sought Chapter 11 protection (Bankr. E.D. Mich.
Case No. 20-51066) on Oct. 28, 2020. In the petition signed by CRO
Chad Shandler, Henry Ford Village was estimated to have $50 million
to $100 million in assets and $100 million to $500 million in
liabilities.
The Hon. Mark A. Randon is the case judge.
The Debtor has tapped Dykema Gossett PLLC as its legal counsel and
FTI Consulting, Inc., as its financial advisor. Kurzman Carson
Consultants, LLC, is the claims agent.
HILLMAN GROUP: Moody's Hikes CFR to B1 Following Landcadia Merger
-----------------------------------------------------------------
Moody's Investors Service upgraded The Hillman Group Inc.'s
Corporate Family Rating to B1 from B3, Probability of Default
Rating to B1-PD from B3-PD, and its Speculative Grade Liquidity
rating to SGL-1 from SGL-2. At the same time, Moody's assigned a B1
rating to the company's proposed new first lien term loan credit
facilities due 2028, consisting of a first lien term loan of either
$835 million or up to $985 million, and a $200 million delayed draw
first lien term loan. The outlook is stable. The company's existing
senior unsecured rating of Caa2, senior secured credit facility
rating of B2 are unchanged. Following the consummation of the
transaction, the pre-merger existing debt ratings will be withdrawn
concurrent with the associated repayment of these debt obligations.
This concludes the ratings under review commenced on January 27,
2021.
HMAN Group Holdings, Inc., the parent company of Hillman, and
Landcadia Holdings III, Inc. (Landcadia III), a special purpose
acquisition company (SPAC), entered into a definitive merger
agreement that will result in Hillman becoming a publicly listed
company. Under the proposed merger agreement, Landcadia III will
purchase Hillman for $2,642 million or 11.0x management's projected
2021 adjusted EBITDA of $240 million. Anticipated cash proceeds
include the proposed $835 million first lien term loan, $375
million from private investment in public equity (PIPE) investors
and $500 million of cash from SPAC investors. Cash proceeds will be
used to fund the acquisition, to repay Hillman's existing debt at
approximately $1,544 million, and to pay related fees and expenses.
The proposed first lien term loan amount may increase by up to $150
million to $985 million, to the extent that cash from SPAC
investors decreases due to member redemptions However, Moody's does
not anticipate a material amount of member redemptions. Concurrent
with the transaction, the company is entering into a new $250
million asset based lending (ABL) revolver facility due 2026, which
is expected to be undrawn at close, and is anticipated to have $96
million of cash on balance sheet.
The proposed $200 million delayed draw term loan will be available
for up to 24 months to finance permitted acquisitions, and subject
to a first lien net leverage ratio test not to exceed the greater
of first lien net leverage as of closing date, or as of the then
most recently completed fiscal quarter, but not exceeding the
closing date ratio plus 0.5x.
The ratings and liquidity rating upgrades reflect the material
improvement in Hillman's financial leverage and liquidity following
the reduction in funded debt as well as its transition to a public
company. Pro forma for the merger transaction, Moody's estimates
Hillman's debt/EBITDA will improve to around 3.9x at fiscal year
end December 2020, or 4.6x if the full $150 million of additional
first lien term loan is utilized, down from about 7.0x pre-merger
as of the same period. In addition, the anticipated debt reduction
will benefit Hillman's liquidity with improved free cash flow
generation as the company estimates interest expense savings of
about $50 million annually.
The following ratings/assessments are affected by the action:
Ratings Upgraded:
Issuer: Hillman Group Inc. (The)
Corporate Family Rating, Upgraded to B1 from B3
Probability of Default Rating, Upgraded to B1-PD from B3-PD
Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2
New Assignments:
Issuer: Hillman Group Inc. (The)
Senior Secured 1st Lien Term Loan B, Assigned B1 (LGD4)
Senior Secured 1st Lien Delayed Draw Term Loan, Assigned B1
(LGD4)
Outlook Actions:
Issuer: Hillman Group Inc. (The)
Outlook, Changed To Stable From Rating Under Review
RATINGS RATIONALE
Hillman's B1 CFR broadly reflects its moderate financial leverage
with debt/EBITDA estimated at around 3.9x as of the fiscal year end
December 2020 pro forma for the proposed acquisition transaction,
or 4.6x if the full $150 million of additional first lien term loan
is needed to cover member redemptions. However, Moody's does not
anticipate a material amount of member redemptions. The company has
high customer concentration and high growth capital expenditures
that pressures free cash flow, however the company has the
flexibility to pare back growth investments during periods of weak
demand. Governance factors include Hillman's aggressive growth
through acquisitions strategy. The rating also reflects the
relatively stable demand for Hillman's products as a result of
their replenishment nature and low price points, resulting in
modest exposure to cyclical downturns. The company has
long-standing relationships with well-recognized retailers, good
geographic diversification within the US and Canada, and a track
record of successfully integrating acquisitions. Hillman benefits
from some product diversification, and strong consumer demand for
the company's construction fasteners and personal protection
equipment products in fiscal 2020 more than offset weakness in its
key duplicating business. The company's very good liquidity
reflects our expectation for positive free cash flows of around
$50-$60 million over the next 12-18 months, and access to an
undrawn $250 million revolver.
Governance factors also include the broader shareholder ownership
post-closing of the merger, with 49% owned by the existing Hillman
shareholders, 26% by public investors, 20% by the PIPE investors,
and 5% by the Landcadia III sponsors, assuming no redemptions by
shareholders. In addition, the company has publicly indicated a
more conservative financial policy reflected by its commitment to
not increase financial leverage above the level at the close of the
transaction.
The company's SGL-1 speculative grade liquidity rating reflects its
very good liquidity, supported by Moody's expectation for positive
free cash flows and access to an undrawn $250 million ABL revolver
expiring in 2026. Moody's expects free cash flow of around $50
million in fiscal 2021 and improving to over $100 million in fiscal
2022, which is higher than prior years because of the reduction in
cash interest and expected higher earnings. Moody's also expects
that the ABL revolver will remain largely undrawn over the next
12-18 months.
The rating on the proposed first lien credit facilities of B1, same
as the CFR, reflects the Probability of Default rating of B1-PD and
that the facilities represent the preponderance of the pro forma
capital structure.
The stable outlook reflects Moody's expectations for continued good
demand for the company's products over the next 12 months that
should support credit metrics remaining at around current levels
and positive free cash flow on an annual basis of over $50
million.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company growth its revenue
scale, demonstrates consistent organic revenue growth and operating
margin expansion, while debt/EBITDA is sustained below 3.5x, and
EBIT/interest expense is above 3.0x A ratings upgrade will also
require the company to maintain at least good liquidity, and
Moody's expectations of balanced financial policies that support
credit metrics at those levels.
Ratings could be downgraded if the company's operating performance
deteriorates with consistent declines in revenue or profit margins
deterioration, or if debt/EBITDA is sustained above 4.5x, or
EBIT/interest below 2.0x. Ratings could also be downgraded if
liquidity deteriorates highlighted by negative to modest free cash
flow generation on an annual basis, or high reliance on the
revolver facility.
The proposed first lien credit agreement is expected to contain
provisions for incremental debt capacity up to: the greater of
$255.0 million and 100% of pro forma trailing four quarter
consolidated EBITDA, plus additional amounts available under the
general debt basket and the general RP basket; plus additional
amounts subject to: a pro forma first lien net leverage requirement
not to exceed first lien net leverage at close (if pari passu
secured); a pro forma secured net leverage ratio not to exceed
closing date first lien net leverage plus 1.5x (for junior secured
debt); either (i) a pro forma total net leverage ratio not to
exceed closing date first lien net leverage plus 1.75x; or (ii) the
net interest coverage ratio is not less than 2x (for unsecured
debt). Alternatively, the incremental can also be used to finance a
permitted acquisition or investment, with a requirement not to
increase first lien net leverage on a pro forma basis or decrease
interest coverage. Up to the greater of $255 and 100% of pro forma
trailing four-quarter consolidated EBITDA of the incremental debt
can be incurred with an earlier maturity date. Moody's estimates
the incremental first lien net leverage that the company can incur
adds about 1.1x of first lien leverage. Domestic subsidiaries must
be wholly-owned to act as subsidiary guarantors; partial dividend
of ownership interest could jeopardize guarantees subject to
limitation by credit agreement. The credit agreement is also
expected to permit the designation of unrestricted subsidiaries and
the transfer of assets to unrestricted subsidiaries, other than
with respect to material intellectual property. In addition, the
asset-sale proceeds prepayment requirement has leverage-based
step-downs to 50% and 0%, if the first lien net leverage ratio is
lower than 0.75x or 1.25x, respectively than at closing, with the
right to reinvest or commit to reinvest within 15 months (subject
to 6 month extension).
The principal methodology used in these ratings was Consumer
Durables Industry published in April 2017.
The Hillman Group Inc. headquartered in Cincinnati, OH, is a
product and services provider in the hardware and home improvement
industry. The company sells hardware including fasteners, rods,
keys, tags and signs to retailers in the United States, Canada,
Mexico, Latin America, and the Caribbean, and provides related
services, including installing and maintaining key duplication and
engraving machines. Annual revenue for fiscal year end December
2020 is estimated at $1.368 billion.
HOMES4FAMILIES LLC: Wins Cash Collateral Access on Final Basis
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland, Baltimore
Division, has authorized Homes4FamiIies, LLC to use cash collateral
through the earlier of plan confirmation, case conversion, or
dismissal of the case, and in accordance with a revised budget,
with a 20% variance on non-employee related expenses.
The Debtor and K&S Eastern LLC agree that the budget must include
an escrow of the lesser of $750 or 1-1/2th of the annual taxes per
month pending further Court order.
The Debtor acknowledges that the sum of the assessed values on the
real properties pursuant to the Maryland Department of Assessments
and Taxation records is $626,000. However, the Debtor reserves the
right to present lower valuations.
The Debtor acknowledges that it received, in cash or consideration,
the principal amount of $743,250 pursuant to a Promissory Note
dated October 18, 2020.
The Debtor acknowledges that the cash or consideration in the
principal amount of $743,250 pursuant to a Loan Agreement includes
the interest rate of 7.31% per annum.
The Debtor acknowledges that its license to collect rents under the
Deed of Trust was revoked by the Creditor on or about March 18,
2020. The Debtor is authorized to collect the rents on the
Properties in Baltimore City but only for deposit into the
Debtor-in-Possession account in the Debtor's name at First National
Bank of Pennsylvania.
The Debtor believes that all of the properties, including the
Property at 429 N. Washington St. are essential to its potential
reorganization and is a cornerstone of any Plan of Reorganization.
As adequate protection for K&S Eastern, LLC and as previously
agreed:
a. the Debtor grants, pledges, conveys and confirms to the
Secured Lender liens in all of the Debtor's assets, including the
Properties, and authorizes this Stipulation and Order to be
recorded in the Land Records for Baltimore City,
b. the Debtor grants a lien on post-petition rents and on the
Properties to secure debt and expenses accrued subsequent to the
filing of the Petition;
c. No additional principal amount of debt beyond the debt
which is the scope of the Loan Documents is being created;
d. The liens will be valid without further need of perfection
by the Secured Lender;
e. The Secured Lender is also granted an administrative claim
pursuant to 11 U.S.C. section 507(b) to the extent adequate
protection is not adequate; provided, however, section 507(b) claim
will be subordinate to the fees and expenses and only those fees
and expenses of the Subchapter V Trustee of up to $10,000.
Until further Court Order or a plan is confirmed and then in
accordance with that plan, the Debtor will remit to K&S Eastern the
sum of $3,000 per month due on or before the 10th of each month as
adequate protection.
The Debtor must also provide a weekly report of the receipts and
disbursements as to all Properties, and separate disbursements that
are disbursed from rents and the DIP account. Loan proceeds will be
deposited into the DIP account and may be advanced in installments
as needed.
A copy of the Order is available at https://bit.ly/3u50DLO from
PacerMonitor.com.
About Homes4FamiIies, LLC
Homes4FamiIies, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 20-20771) on February 14,
2020. In the petition signed by Mark Jones, president and chief
executive officer, the Debtor disclosed up to $1 million in both
assets and liabilities.
Judge Nancy V. Alquist oversees the case.
Damani K. Ingram, Esq. at the Ingram Firm, LLC is the Debtor's
counsel.
K&S Eastern, LLC, as lender, is represented by:
Martin H. Schreiber II, Esq.
Law Office of Martin H. Schreiber II, LLC
3600 Clipper Mill Road, Suite 201
Baltimore, MD 21211
HOST HOTELS: Successfully Extends Credit Facility Waiver Period
---------------------------------------------------------------
Host Hotels & Resorts, Inc. (NASDAQ: HST), the nation's largest
lodging real estate investment trust (the "Company"), on Feb. 10,
2021, disclosed that it completed a second amendment to the credit
agreement governing its $1.5 billion revolving credit facility and
two $500 million term loans.
Sourav Ghosh, Executive Vice President, Chief Financial Officer and
Treasurer, said, "We obtained new industry-leading amendment terms
that provide continued covenant relief while significantly
enhancing our flexibility to capitalize on investment opportunities
that can create long-term value for our stakeholders. We greatly
appreciate the strong, longstanding partnership demonstrated by our
banks and their continued recognition of the Company's superior
balance sheet and liquidity position as well as its disciplined
capital allocation track record -- attributes that we believe will
positively differentiate Host through the lodging recovery."
Key terms of the second amendment to the credit agreement include:
-- Continued waiver of all quarterly-tested financial covenants
through the first quarter of 2022, with testing resuming for the
second quarter of 2022 (the "first test period");
-- For the first test period, only the fixed charge coverage
ratio covenant is tested with a minimum requirement of 1.0x; all
other covenants are waived until the quarter ending September 30,
2022;
-- Modification of leverage covenant to ease compliance for the
first five quarters following the first test period, with maximum
leverage thresholds by quarter listed below;
* 8.5x for the quarters ending September 30 and December
31 of 2022
* 8.0x for the quarters ending March 31 and June 30 of
2023
* 7.50x for the quarter ending September 30, 2023
* 7.25x thereafter
-- Ability to retain $500 million from asset sales for the
purpose of reinvesting in acquisitions unencumbered by debt in
addition to the prior ability to reinvest $750 million of net sale
proceeds through the like-kind-exchange exchange process;
-- Permission to acquire assets up to $2.0 billion with existing
liquidity and the above-mentioned asset sales as long as the
Company maintains total minimum liquidity of $600 million; and
-- Ability to fund $450 million in ROI capital expenditures
during the extended covenant relief period in addition to any
unused amount of the $500 million capacity under the first
amendment, as well as to complete capital expenditures incurred in
connection with emergency repairs, life safety repairs or ordinary
course maintenance repairs.
Notably, the Company did not incur any increases in pricing through
this amendment. In addition, the Company also continued to preserve
the fully unsecured status of its 80 consolidated assets.
For additional information on the terms of the second amendment to
the credit agreement, please refer to the presentation titled
"Enhancing Financial Flexibility" located in the investor section
of the Company's website.
About Host Hotels & Resorts
Host Hotels & Resorts, Inc. -- http://www.hosthotels.com/-- is an
S&P 500 company and is the largest lodging real estate investment
trust and one of the largest owners of luxury and upper-upscale
hotels. The Company currently owns 75 properties in the United
States and five properties internationally totaling approximately
46,300 rooms. The Company also holds non-controlling interests in
six domestic and one international joint ventures. Guided by a
disciplined approach to capital allocation and aggressive asset
management, the Company partners with premium brands such as
Marriott(R), Ritz-Carlton(R), Westin(R), Sheraton(R), W(R), St.
Regis(R), The Luxury Collection(R), Hyatt(R), Fairmont(R),
Hilton(R), Swissotel(R), ibis(R) and Novotel(R), as well as
independent brands.
ILLINOIS JACK: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Illinois Jack, LLC
13768 Shoreline Drive
Earth City, MO 63045
Chapter 11 Petition Date: February 16, 2021
Court: United States Bankruptcy Court
Eastern District of Missouri
Case No.: 21-40541
Debtor's Counsel: David A. Sosne, esq.
SUMMERS COMPTON WELLS LLC
8909 Ladue Road
St. Louis, MO 63124
Tel: 314-991-4999
E-mail: dasattymo@summerscomptonwells.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Navid Sharafatian, manager of
TNH Partners, LLC, its manager.
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/ACPLFFA/Illinois_Jack_LLC__moebke-21-40541__0001.0.pdf?mcid=tGE4TAMA
IRONCLAD ENCRYPTION: Unsecured Creditors to Recover 50% in Plan
---------------------------------------------------------------
Ironclad Encryption Corporation filed a Second Amended Combined
Plan of
Reorganization and Disclosure Statement on Feb. 15, 2021.
The Class 1 claim of the Internal Revenue Service is unimpaired.
Class 2 consists of Creditors with Allowed Unsecured Claims in the
amount of $10,000 or less, or Creditors with Allowed Unsecured
Claims in excess of $10,000, but who elect to reduce their Claims
to $10,000. Each Allowed Unsecured Claim in this Class will receive
a cash payment on the Effective Date equal to 10 cents on the
dollar and will receive no further or other consideration under the
Plan. Class 2 is impaired.
Class 3 consists of all Allowed Claims of Unsecured Creditors. Each
Creditor with an Allowed Unsecured Claim in this Class will receive
a Class 3 Plan Note dated as of the Effective Date, or, if an
objection to such Claim has been filed, as soon after the Effective
Date as such Creditor's Claim is allowed by Final Order. Each Class
3 Plan Note shall be in the principal amount of 50% of the Allowed
Unsecured Claim of each Creditor in this Class. Each Class 3 Plan
Note shall be non-interest bearing, unsecured, and the principal
amount shall be payable in quarterly installments equal to 1/20th
of the original principal amount of the note, with the first
quarterly payment being due on the first business day of the 13th
month from and after the date of the note. The Reorganized Debtor
shall be entitled to prepay each Class 3 Plan Note and take
advantage of the discount. Class 3 is impaired.
Class 4 consists of all Allowed Unsecured Claims of the Lerner
Parties. The treatment of the claims of the Lerner Parties are set
forth in detail in the Mediated Settlement Agreement which include
an initial payment of $500,000.00.
Class 5 consists of allowed interests of holders of classes A & B
common stock and Class 6 consists of allowed interests of holders
of preferred stock, Series A. Upon the Effective Date, Interests
in the Debtor shall be deemed cancelled Classes 5 and 6 are both
impaired.
The Plan shall be funded by the Plan Deposit in the amount of
$260,000 made by the Plan Deposit Party (J.D. McGraw) on the
Effective Date. Additionally, the Plan Deposit Party shall deposit
the sum of $500,000 to the Debtor on the Effective Date to permit
the Debtor to pay Lerner the sum of $500,000 on the Effective Date.
In exchange for the Plan Deposit, J.D. McGraw will receive, on the
Effective Date, 100% of the Class C Common Stock issued by the
Reorganized Debtor on the Effective Date.
A full-text copy of the Second Amended Combined Plan of
Reorganization and Disclosure Statement dated February 15, 2021, is
available at https://bit.ly/3u6Lc61 from PacerMonitor.com at no
charge.
Attorneys for the Debtor:
Leonard H. Simon, Esq.
William P. Haddock, Esq.
PENDERGRAFT & SIMON, L.L.P.
T2777 Allen Parkway, Suite 800
Houston, Texas 77019
Tel: (713) 528-8555
Fax: (832) 202-2810
Mobile: (713) 253-2810
E-mail: lsimon@pendergraftsimon.com
About IronClad Encryption Corp
Based in Houston, Texas, IronClad Encryption Corporation (formerly
Butte Highlands Mining Corporation) is engaged in the business of
developing and licensing the use of cyber software technology that
encrypts data files and electronic communications. On the Web:
https://www.ironcladencryption.com/
IronClad Encryption sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-34332) on Aug. 28,
2020. The petition was signed by J.D. McGraw, president. At the
time of the filing, the Debtor had estimated assets of between
$500,000 and $1 million and liabilities of between $1 million and
$10 million.
Judge Christopher M. Lopez oversees the case.
Pendergraft & Simon LLP is the Debtor's legal counsel.
IRONSIDE LLC: Asks Court to Extend Exclusivity Period to April 19
-----------------------------------------------------------------
Ironside, LLC and Ironside Lubricants, LLC ask the U.S. Bankruptcy
Court for the Southern District of Texas, Houston Division, to
extend the exclusivity period for them to propose a plan of
reorganization to April 19, 2020.
The Debtors contend that good cause exists to extend the
exclusivity period because:
(1) a pending motion to appoint a trustee or, alternatively,
convert the case to Chapter 7 will be heard during the next 60
days;
(2) Ironside LLC is investigating with third parties the best
terms for the ultimate liquidation of most of the Debtor's assets
in a manner that will provide the highest return to the Estate
while Ironside Lubricants, works on the best way to reorganize its
business as a going concern; and
(3) wide-spread power outages and hazardous road conditions
have made it impossible for the Debtors and their counsel to
propose a plan of reorganization by the end of the exclusivity
period.
The Debtors tell the Court that the 180-day exclusivity period for
the small business Debtors to propose a plan of reorganization
ended on February 16, 2021. The Debtors further tell the Court
that February 16 was also the second day in a row that the Debtors'
counsel has not had electricity at home, and travel has been
hazardous due to wide-spread power outages and winter driving
conditions. The Debtors added their counsel's office was
inaccessible on February 16 due to a power outage there. In fact,
their Motion was written and filed on an iPhone.
"The Debtors and their representatives are in Conroe, Texas, and
they were dealing with these unprecedented winter conditions
starting on Sunday. For this reason alone, the Court should extend
the exclusivity period," the Debtors say.
Ironside, LLC and Ironside Lubricants, LLC are represented by:
Leonard H. Simon, Esq.
William P. Haddock, Esq.
PENDERGRAFT & SIMON, LLP
2777 Allen Parkway, Suite 800
Houston, TX 77019
Telephone: 713-528-8555
Email: lsimon@pendergraftsimon.com
whaddock@pendergraftsimon.com
About Ironside LLC
Ironside, LLC -- https://ironsidemfg.com/ -- designs and builds a
line of thru-tubing mud motors and other components for the
oilfield industry. Its products include bearings, transmissions,
components, motors, agitator, and dual flapper valve.
Ironside, LLC and its affiliate, Ironside Lubricants, LLC, filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-34222) on Aug.
20, 2020. Randy Riney, managing member, signed the petitions. At
the time of the filing, Ironside, LLC disclosed estimated assets of
$1 million to $10 million and estimated liabilities of $500,000 to
$1 million.
Judge Eduardo V. Rodriguez oversees the cases. Pendergraft &
Simon, LLP serves as the Debtors' legal counsel.
J.J.W. METAL: Seeks Approval to Hire Special Counsel
----------------------------------------------------
J.J.W. Metal Corp. seeks approval from the U.S. Bankruptcy Court
for the District of Puerto Rico to employ Gino Negretti Lavergne,
Esq., an attorney practicing in San Juan, P.R.
Mr. Lavergne was tapped as special counsel to assist the Debtor in
commercial litigation and any matter related to its ability to
operate its recycling business.
The attorney will be paid at the rate of $175 per hour. Associates
and paralegals assisting him will charge $100 per hour and $50 per
hour, respectively.
Mr. Lavergne is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code, according to court
filings.
Mr. Lavergne can be reached through:
Gino Negretti Lavergne, Esq.
Caribbean Towers
670 Ponce de Leon Avenue, Suite 17
San Juan, PR 00907-3207
Tel. No. (787) 725-5500
Fax No. (787) 725-5503
Email: ginonegretti@gmail.com
About J.J.W. Metal Corp.
J.J.W. Metal Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.P.R. Case No. 20-04536) on Nov. 23, 2020.
J.J.W. Metal President Jorge Rodriguez Quinones signed the
petition.
At the time of filing, the Debtor disclosed total assets of
$1,649,341 and total liabilities of $1,750,865.
Judge Edward A. Godoy oversees the case.
The Debtor tapped Charles A. Cuprill, P.S.C., Law Offices as its
legal counsel and Luis R. Carrasquillo & Co. P.S.C. as its
financial consultant.
KEYSTONE ACQUISITION: Moody's Affirms B3 CFR on Earnings Growth
---------------------------------------------------------------
Moody's Investors Service affirmed Keystone Acquisition Corp.'s
(KEPRO) B3 Corporate Family Rating, B3-PD Probability of Default
Rating, the B1 rating on the company's senior secured first lien
credit facilities, and the Caa2 rating on the senior secured second
lien term loan. The ratings outlook is stable.
The affirmation of the B3 Corporate Family Rating reflects Moody's
expectation that KEPRO's credit metrics will improve through
earnings growth over the next 12 to 18 months. However, Moody's
expects the company will remain highly leveraged, small on absolute
scale, with significant customer concentration in a niche market.
KEPRO's good liquidity profile is supported by Moody's expectation
of growing cash balance, positive free cash flow in the range of
$5-$10 million, over the next 12 months, along with full
availability under its $25 million credit revolving facility.
Moody's expects the company to successfully address the approaching
maturity of its revolver, which will expire in May 2022.
Following is a summary of Moody's rating actions for Keystone
Acquisition Corp:
Ratings affirmed:
Corporate Family Rating at B3
Probability of Default Rating at B3-PD
Sr. Secured First Lien Bank Credit Facilities, at B1 (LGD3)
Sr. Secured Second Lien Term Loan, at Caa2 (LGD5)
Outlook Actions:
Outlook, Remains Stable
RATINGS RATIONALE
Keystone Acquisition Corp.'s ("KEPRO") B3 Corporate Family Rating
reflects its high financial leverage of 7.3 times(on Moody's
adjusted basis) for the LTM period ended September 30, 2020, as
well as event and financial policy risk due to private equity
ownership. The credit profile also reflects the company's small
scale and narrow product focus within the care management, quality
improvement organization (QIO) and assessments and eligibility
sector for Medicare and Medicaid patients, as well as material
customer concentration with the top four customers accounting for
over 40% of total revenue. However, KEPRO benefits from the
favorable trends of the U.S. government increasingly outsourcing
the management of healthcare services, as well as its long-term
relationship with its customers. The credit profile is also
supported by KEPRO's solid margins and good liquidity.
The company's $25 million senior secured first lien revolver due
2022 and $233 million first lien term loan due 2024 are rated B1,
two notches above the Corporate Family Rating, and reflects their
priority lien on collateral of substantially all of the company's
domestic assets relative to the $100 million senior secured second
lien term loan due 2025, which is rated Caa2, two notches below the
CFR. First lien instrument ratings reflect a one notch upgrade
override to the LGD model-implied outcome for the facility. The
override reflects considerable portion of second lien debt in
KEPRO's capital structure, along with expectation of reduction of
first lien debt through term loan amortization.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company effectively manages
its growth and reduces debt to EBITDA to below 5.0 times and free
cash flow to debt of at least 5.0%, on a sustained basis. A
material increase in scale and reduced customer concentration would
also support an upgrade.
The ratings could be downgraded if the company loses a material
contract or if liquidity deteriorates. If profitability and cash
flow are materially impacted by increased competition or aggressive
financial policies, the rating could be downgraded.
Social and governance considerations are material to KEPRO's credit
profile. The rating reflects negative social risk as a result of
the coronavirus outbreak. The company experienced some contract
shrinkage due to the COVID-19 pandemic, which resulted in revenue
declines. Nonetheless, Moody's believes that care coordination and
quality assurance service providers face generally lower social
risks than many other healthcare providers. Social risk
considerations also arise from the potential for rapid changes in
KEPRO's markets, driven by a combination of potential legislative
and regulatory factors that in turn are driving industry
consolidation. Many of these create opportunities for KEPRO, but
they also create risks.
Moody's expects KEPRO's financial policies to remain aggressive
under private equity ownership. Moody's anticipates the company
could incur debt to fund acquisitions if a suitable opportunity
arose, and that management's strategy will be to supplement organic
growth with tuck-in acquisitions given the very fragmented nature
of the market.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Headquartered in Nashville, TN, KEPRO, provides care management,
quality improvement and assessments and eligibility services for
Medicare and Medicaid patients. The company's services include
utilization review, case and disease management, quality
improvement and healthcare analytics to help healthcare payors
monitor healthcare quality, ensure compliance and contain costs.
KEPRO is owned by equity sponsor Apax Partners. For the twelve
month ended September 30, 2020, the company generated revenues of
approximately $168 million.
KNOTEL INC: Seeks Approval to Hire 'Ordinary Course' Professionals
------------------------------------------------------------------
Knotel, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to hire professionals
utilized in the ordinary course of their business.
The "ordinary course professionals" will provide services unrelated
to the Debtors' Chapter 11 cases but that are necessary and
beneficial to the Debtors' business and estates.
During the pendency of their bankruptcy cases, the Debtors intend
that no single OCP will be paid more than $30,000 per month based
on a rolling three-month average, excluding costs and disbursements
.
The OCP's include:
ABC-Amega
500 Seneca Street, Suite 400
Buffalo, NY 14204
Attn: Alan Steinhart
Al.Steinhart@abc-amega.com
-- Collections
Epstein Becker Green P.C.
875 Third Avenue
New York, NY 10022
Attn: Shira M. Blank
sblank@ebglaw.com
-- Employment Counsel
Gluck Daniel LLP
1 Sansome Street, Suite 720
San Francisco, CA 94104
Attn: Matthew J. Gluck
mgluck@gluckdaniel.com
-- Litigation Counsel
Levato Law
2029 Century Park East, Suite 400
Los Angeles, CA 90067
Attn: Stephen D. Weisskopf
sweisskopf@levatolaw.com
-- Litigation Counsel
O'Melveny & Myers LLP
1999 Avenue of the Stars, 7th Floor
Los Angeles, CA 90067
Attn: David L. Kirman
dkirman@omm.com
-- Litigation Counsel
About Knotel Inc.
Knotel -- http://www.Knotel.com/-- is a flexible workspace
platform that matches, tailors, and manages space for customers.
New York-based Knotel offers workspace properties such as desks,
open, and private spaces on rent for companies in 20 global
markets. In the U.S., Knotel primarily serves in the New York City
and San Francisco areas.
Knotel, founded in 2015, raised hundreds of millions of dollars
from investors. It expanded rapidly for years and was one of the
more aggressive competitors in the co-working and flexible office
space sector, becoming one of WeWork's fiercest rival.
As the COVID-19 pandemic upended the co-working industry, Knotel,
Inc., and its U.S. subsidiaries sought Chapter 11 protection
(Bankr. D. Del. Case No. 21-10146) on Jan. 30, 2021, to pursue a
sale of the assets to Newmark Group.
Knotel estimated $1 billion to $10 billion in assets and
liabilities as of the bankruptcy filing.
Judge Mary F. Walrath oversees the cases.
The Debtors tapped Milbank LLP as their bankruptcy counsel, Morris
Nichols Arsht & Tunnell LLP as Delaware bankruptcy co-counsel,
Fenwick & West LLP as corporate counsel, and Moelis & Company LLC
as investment banker and financial advisor. The Debtors also hired
Ernst & Young LLP to provide tax services. Omni Agent Solutions is
the claims agent and administrative agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
The committee is represented by Potter Anderson & Corroon, LLP and
Lowenstein Sandler, LLP.
KNOTEL INC: Seeks to Hire Ernst & Young to Provide Tax Services
---------------------------------------------------------------
Knotel, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Ernst &
Young, LLP to provide them with tax services.
The services include:
I. Tax compliance services, which include the following:
-- EIN applications and check the box election
-- 2018 Amended Tax Returns
-- 2017 & 2018 California Forms 568 (single-member LLCs)
-- 2020 Tax Compliance (US Federal, State, Local, and
Foreign Tax Returns)
-- 2020 FBAR Filings
-- 2020 Canada, Ireland, and India tax and accounting
services
II. Sales and use tax audit defense, specifically assisting
with Debtors' New York State sales and use tax audit examination.
III. Routine on-call tax advisory services, covering general tax
consulting on matters that may arise through ordinary course of
business.
IV. Bankruptcy tax advisory services, including work to be
performed with the Debtors, the Debtors' counsel and other advisors
in developing an understanding of tax implications associated with
the Chapter 11 filing, restructuring or other plan.
The fees for tax compliance, sales and use tax audit defense, and
routine oncall services will be based on the actual time that E&Y's
professionals spend performing them. The rates charged by Ernst &
Young are as follows:
Partner/Principal $775 per hour
Managing Director $700 per hour
Senior Manager $550 per hour
Manager $425 per hour
Senior $275 per hour
Staff $175 per hour
Meanwhile, the fees for bankruptcy tax services are:
Partner/Principal $900 per hour
Managing Director $850 per hour
Senior Manager $725 per hour
Manager $650 per hour
Senior $475 per hour
Staff $300 per hour
Dale Kim, a partner at Ernst & Young, disclosed in a court filing
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Dale Y. Kim, CPA
Ernst & Young LLP
18101 Von Karman Avenue, Suite 1700,
Irvine, CA 92612-0181
Phone: +1 949 794 2300
Fax: +1 949 437 0595
About Knotel Inc.
Knotel -- http://www.Knotel.com/-- is a flexible workspace
platform that matches, tailors, and manages space for customers.
New York-based Knotel offers workspace properties such as desks,
open, and private spaces on rent for companies in 20 global
markets. In the U.S., Knotel primarily serves in the New York City
and San Francisco areas.
Knotel, founded in 2015, raised hundreds of millions of dollars
from investors. It expanded rapidly for years and was one of the
more aggressive competitors in the co-working and flexible office
space sector, becoming one of WeWork's fiercest rival.
As the COVID-19 pandemic upended the co-working industry, Knotel,
Inc., and its U.S. subsidiaries sought Chapter 11 protection
(Bankr. D. Del. Case No. 21-10146) on Jan. 30, 2021, to pursue a
sale of the assets to Newmark Group.
Knotel estimated $1 billion to $10 billion in assets and
liabilities as of the bankruptcy filing.
Judge Mary F. Walrath oversees the cases.
The Debtors tapped Milbank LLP as their bankruptcy counsel, Morris
Nichols Arsht & Tunnell LLP as Delaware bankruptcy co-counsel,
Fenwick & West LLP as corporate counsel, and Moelis & Company LLC
as investment banker and financial advisor. The Debtors also hired
Ernst & Young LLP to provide tax services. Omni Agent Solutions is
the claims agent and administrative agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
The committee is represented by Potter Anderson & Corroon, LLP and
Lowenstein Sandler, LLP.
KNOTEL INC: Seeks to Hire Fenwick & West as Corporate Counsel
-------------------------------------------------------------
Knotel, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Fenwick &
West LLP as their corporate counsel.
The services that Fenwick & West will render include, but will not
be limited to, representation of the Debtors with respect to their
restructuring and the preservation and utilization of their tax
attributes.
Fenwick & West can be reached at:
Michael F. Solomon Esq.
Fenwick & West LLP
1191 Second Ave., 10th Floor
Seattle, WA 98101
Tel: (206) 389-4510
Email: msolomon@fenwick.com
About Knotel Inc.
Knotel -- http://www.Knotel.com/-- is a flexible workspace
platform that matches, tailors, and manages space for customers.
New York-based Knotel offers workspace properties such as desks,
open, and private spaces on rent for companies in 20 global
markets. In the U.S., Knotel primarily serves in the New York City
and San Francisco areas.
Knotel, founded in 2015, raised hundreds of millions of dollars
from investors. It expanded rapidly for years and was one of the
more aggressive competitors in the co-working and flexible office
space sector, becoming one of WeWork's fiercest rival.
As the COVID-19 pandemic upended the co-working industry, Knotel,
Inc., and its U.S. subsidiaries sought Chapter 11 protection
(Bankr. D. Del. Case No. 21-10146) on Jan. 30, 2021, to pursue a
sale of the assets to Newmark Group.
Knotel estimated $1 billion to $10 billion in assets and
liabilities as of the bankruptcy filing.
Judge Mary F. Walrath oversees the cases.
The Debtors tapped Milbank LLP as their bankruptcy counsel, Morris
Nichols Arsht & Tunnell LLP as Delaware bankruptcy co-counsel,
Fenwick & West LLP as corporate counsel, and Moelis & Company LLC
as investment banker and financial advisor. The Debtors also hired
Ernst & Young LLP to provide tax services. Omni Agent Solutions is
the claims agent and administrative agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
The committee is represented by Potter Anderson & Corroon, LLP and
Lowenstein Sandler, LLP.
KNOTEL INC: Seeks to Hire Milbank LLP as Bankruptcy Counsel
-----------------------------------------------------------
Knotel, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Milbank LLP.
The firm will perform legal services for the Debtors in connection
with their Chapter 11 proceedings.
Milbank can be reached through:
Dennis F. Dunne, Esq.
Michael W. Price, Esq.
Lauren C. Doyle, Esq.
Milbank LLP
55 Hudson Yards
New York, NY US 10001-2163
Tel: +1 212.530.5000
Fax: +1 212.530.5219
Email: ddunne@milbank.com
mprice@milbank.com
ldoyle@milbank.com
-- and --
Andrew M. Leblanc, Esq.
Milbank LLP
1850 K Street, NW, Suite 1100
Washington, DC US 20006
Tel: +1 202.835.7500 / +1 202.835.7574
Fax: +1 202.263.7586 / +1 202.263.7574
Email: aleblanc@milbank.com
About Knotel Inc.
Knotel -- http://www.Knotel.com/-- is a flexible workspace
platform that matches, tailors, and manages space for customers.
New York-based Knotel offers workspace properties such as desks,
open, and private spaces on rent for companies in 20 global
markets. In the U.S., Knotel primarily serves in the New York City
and San Francisco areas.
Knotel, founded in 2015, raised hundreds of millions of dollars
from investors. It expanded rapidly for years and was one of the
more aggressive competitors in the co-working and flexible office
space sector, becoming one of WeWork's fiercest rival.
As the COVID-19 pandemic upended the co-working industry, Knotel,
Inc., and its U.S. subsidiaries sought Chapter 11 protection
(Bankr. D. Del. Case No. 21-10146) on Jan. 30, 2021, to pursue a
sale of the assets to Newmark Group.
Knotel estimated $1 billion to $10 billion in assets and
liabilities as of the bankruptcy filing.
Judge Mary F. Walrath oversees the cases.
The Debtors tapped Milbank LLP as their bankruptcy counsel, Morris
Nichols Arsht & Tunnell LLP as Delaware bankruptcy co-counsel,
Fenwick & West LLP as corporate counsel, and Moelis & Company LLC
as investment banker and financial advisor. The Debtors also hired
Ernst & Young LLP to provide tax services. Omni Agent Solutions is
the claims agent and administrative agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
The committee is represented by Potter Anderson & Corroon, LLP and
Lowenstein Sandler, LLP.
KNOTEL INC: Seeks to Hire Moelis & Company as Investment Banker
---------------------------------------------------------------
Knotel, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Moelis &
Company LLC.
The firm will provide financial advisory and investment banking
services in connection with the Debtors' Chapter 11 proceedings.
Moelis & Company can be reached at:
Lawrence Y. Kwon
Moelis & Company LLC
399 Park Avenue, 5th Floor
New York, NY 10022
Tel: (212) 883-3800 / (212) 883 3852
Email: larry.kwon@moelis.com
About Knotel Inc.
Knotel -- http://www.Knotel.com/-- is a flexible workspace
platform that matches, tailors, and manages space for customers.
New York-based Knotel offers workspace properties such as desks,
open, and private spaces on rent for companies in 20 global
markets. In the U.S., Knotel primarily serves in the New York City
and San Francisco areas.
Knotel, founded in 2015, raised hundreds of millions of dollars
from investors. It expanded rapidly for years and was one of the
more aggressive competitors in the co-working and flexible office
space sector, becoming one of WeWork's fiercest rival.
As the COVID-19 pandemic upended the co-working industry, Knotel,
Inc., and its U.S. subsidiaries sought Chapter 11 protection
(Bankr. D. Del. Case No. 21-10146) on Jan. 30, 2021, to pursue a
sale of the assets to Newmark Group.
Knotel estimated $1 billion to $10 billion in assets and
liabilities as of the bankruptcy filing.
Judge Mary F. Walrath oversees the cases.
The Debtors tapped Milbank LLP as their bankruptcy counsel, Morris
Nichols Arsht & Tunnell LLP as Delaware bankruptcy co-counsel,
Fenwick & West LLP as corporate counsel, and Moelis & Company LLC
as investment banker and financial advisor. The Debtors also hired
Ernst & Young LLP to provide tax services. Omni Agent Solutions is
the claims agent and administrative agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
The committee is represented by Potter Anderson & Corroon, LLP and
Lowenstein Sandler, LLP.
KNOTEL INC: Seeks to Hire Morris Nichols as Delaware Counsel
------------------------------------------------------------
Knotel, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Morris,
Nichols, Arsht & Tunnell LLP as their Delaware bankruptcy counsel.
The firm will perform all necessary services, including without
limitation, legal advice in the areas of restructuring and
bankruptcy.
Morris Nichols can be reached at:
Derek C. Abbott, Esq.
Andrew R. Remming, Esq.
Matthew B. Harvey, Esq.
Joseph C. Barsalona II, Esq.
Morris, Nichols, Arsht & Tunnell LLP
1201 North Market Street, 16th Floor
Wilmington, DE 19899-1347
Telephone: (302) 658-9200
Facsimile: (302) 658-3989
Email: dabbott@mnat.com
aremming@mnat.com
mharvey@mnat.com
jbarsalona@mnat.com
About Knotel Inc.
Knotel -- http://www.Knotel.com/-- is a flexible workspace
platform that matches, tailors, and manages space for customers.
New York-based Knotel offers workspace properties such as desks,
open, and private spaces on rent for companies in 20 global
markets. In the U.S., Knotel primarily serves in the New York City
and San Francisco areas.
Knotel, founded in 2015, raised hundreds of millions of dollars
from investors. It expanded rapidly for years and was one of the
more aggressive competitors in the co-working and flexible office
space sector, becoming one of WeWork's fiercest rival.
As the COVID-19 pandemic upended the co-working industry, Knotel,
Inc., and its U.S. subsidiaries sought Chapter 11 protection
(Bankr. D. Del. Case No. 21-10146) on Jan. 30, 2021, to pursue a
sale of the assets to Newmark Group.
Knotel estimated $1 billion to $10 billion in assets and
liabilities as of the bankruptcy filing.
Judge Mary F. Walrath oversees the cases.
The Debtors tapped Milbank LLP as their bankruptcy counsel, Morris
Nichols Arsht & Tunnell LLP as Delaware bankruptcy co-counsel,
Fenwick & West LLP as corporate counsel, and Moelis & Company LLC
as investment banker and financial advisor. The Debtors also hired
Ernst & Young LLP to provide tax services. Omni Agent Solutions is
the claims agent and administrative agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
The committee is represented by Potter Anderson & Corroon, LLP and
Lowenstein Sandler, LLP.
KNOTEL INC: Seeks to Hire Omni Agent as Administrative Agent
------------------------------------------------------------
Knotel, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Omni Agent
Solutions as their administrative agent.
The firm's services include:
(1) assisting with the preparation and filing of the Debtors'
schedules of assets and liabilities and statements of financial
affairs;
(2) assisting with, among other things, solicitation,
balloting, tabulation and calculation of votes as well as preparing
reports in support of confirmation of any Chapter 11 plan;
(3) preparing an official ballot certification and testifying
in support of the ballot tabulation results, if necessary;
(4) managing the distributions pursuant to any Chapter 11 plan
confirmed in the Debtors' Chapter 11 cases; and
(5) other necessary administrative services.
The firm received a retainer in the amount of $40,000.
Paul Deutch, Esq., executive vice president of Omni, disclosed in a
court filing that his firm is a "disinterested person" as that term
is defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Paul Deutch, Esq.
Omni Agent Solutions
1120 Avenue of the Americas, 4th Floor
New York, NY 10036
Tel. 212-302-3580 Ext 190
Fax. 212-302-3820
Email: paul@omniagnt.com
About Knotel Inc.
Knotel -- http://www.Knotel.com/-- is a flexible workspace
platform that matches, tailors, and manages space for customers.
New York-based Knotel offers workspace properties such as desks,
open, and private spaces on rent for companies in 20 global
markets. In the U.S., Knotel primarily serves in the New York City
and San Francisco areas.
Knotel, founded in 2015, raised hundreds of millions of dollars
from investors. It expanded rapidly for years and was one of the
more aggressive competitors in the co-working and flexible office
space sector, becoming one of WeWork's fiercest rival.
As the COVID-19 pandemic upended the co-working industry, Knotel,
Inc., and its U.S. subsidiaries sought Chapter 11 protection
(Bankr. D. Del. Case No. 21-10146) on Jan. 30, 2021, to pursue a
sale of the assets to Newmark Group.
Knotel estimated $1 billion to $10 billion in assets and
liabilities as of the bankruptcy filing.
Judge Mary F. Walrath oversees the cases.
The Debtors tapped Milbank LLP as their bankruptcy counsel, Morris
Nichols Arsht & Tunnell LLP as Delaware bankruptcy co-counsel,
Fenwick & West LLP as corporate counsel, and Moelis & Company LLC
as investment banker and financial advisor. The Debtors also hired
Ernst & Young LLP to provide tax services. Omni Agent Solutions is
the claims agent and administrative agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
The committee is represented by Potter Anderson & Corroon, LLP and
Lowenstein Sandler, LLP.
KNOTEL INC: Unsecured Creditors Object to $70M Newmark Credit Bid
-----------------------------------------------------------------
Allison McNeely of Bloomberg News reports that Knotel Inc.'s
unsecured creditors say the once high-flying office space provider
shouldn't be sold to a Newmark Group Inc. affiliate because higher
bids can be found.
Digiatech's $70 million stalking horse credit bid, which sets a
minimum price for the sale process, is a "loan-to-own gambit" that
will discourage potential bids from other parties, according to an
objection filed Monday, Feb. 15, 2021, by the official committee of
unsecured creditors.
The 28-day sale process, and the fact that Moelis & Co. didn't
begin the marketing process until after Knotel filed for
bankruptcy, will suppress interest in the auction, the Committee
says.
"The sale process proposed by the Debtors is riddled with serious
defects that, if not corrected, will chill bidding and prevent the
Debtors from any opportunity to realize the maximum value for their
business and assets, and thereby fulfilling their fiduciary duties
to all creditors of these estates. The abbreviated sale process
proposed by the Debtors is only designed to guarantee that
Digiatech will be the Successful Bidder. If Digiatech intends to
use the Chapter 11 process and all of its benefits to simply
foreclose on its collateral, it must fund a process that is fair
and equitable to all parties in interest. This Court should not
reward Digiatech's loan-to-own gambit, where it or its affiliates
wore and continue to wear multiple hats with respect to these
Debtors, designed to control the Debtors and benefit itself alone,"
the Committee said in court filings.
About Knotel Inc.
Knotel Inc. -- http://www.Knotel.com/-- is a flexible workspace
platform that matches, tailors, and manages space for customers.
New York-based Knotel offers workspace properties such as desks,
open, and private spaces on rent for companies in 20 global
markets. In the U.S., Knotel primarily serves in the New York City
and San Francisco areas.
Knotel, founded in 2015, raised hundreds of millions of dollars
from investors. It expanded rapidly for years and was one of the
more aggressive competitors in the co-working and flexible office
space sector, becoming one of WeWork's fiercest rival.
As the COVID-19 pandemic upended the co-working industry, Knotel,
Inc., and its U.S. subsidiaries sought Chapter 11 protection
(Bankr. D. Del. Case No. 21-10146) on Jan. 30, 2021, to pursue a
sale of the assets to Newmark Group.
Knotel estimated $1 billion to $10 billion in assets and
liabilities as of the bankruptcy filing.
Morris, Nichols, Arsht & Tunnell LLP is serving as the Company's
counsel. Moelis & Company is the investment banker. Omni Agent
Solutions is the claims agent.
KWOR ACQUISITION: Moody's Affirms B3 CFR on Debt Funded Dividend
----------------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating and B3-PD probability of default rating of KWOR Acquisition,
Inc. (holding company for Alacrity Solutions Group, LLC, together
with its affiliates, Alacrity) following the company's announcement
of borrowings to help fund a dividend to shareholders. The company
is adding $60 million to its first-lien term loan (affirmed at B2),
drawing an additional $17 million under its delayed draw term loan
(affirmed at B2), and issuing a new $30 million second-lien term
loan (unrated). The firm will use proceeds from these borrowings
plus cash on hand to fund a $164.5 million dividend and pay related
fees and expenses. The rating outlook for KWOR Acquisition, Inc. is
stable.
RATINGS RATIONALE
According to Moody's, Alacrity's rating reflects its position as a
leading US claims management services company primarily
specializing in homeowners claims, its national field adjusting
platform, and its good EBITDA margins and cash flows. The company
has a relatively stable customer base with high switching costs,
providing field and desk adjusting, desktop review, and managed
repair services primarily to property and casualty insurers that
sell homeowners, automobile and commercial policies. Alacrity has a
national footprint with 11 US locations and 900 employees plus
access to an adjuster base of over 4,000 independent contractors.
These strengths are offset by aggressive financial leverage, modest
interest coverage and insurance carrier concentration where the top
three insurers account for over half of the company's revenues.
Given the company's business concentration in homeowners claims,
Alacrity's revenues and earnings are subject to fluctuations in
claims volumes due to both ordinary and catastrophic events.
The issuance of debt to help fund a shareholder dividend is credit
negative, and it will push Alacrity's pro forma debt-to-EBITDA
ratio above 7x, based on Moody's estimates. However, the rating
agency expects the company to reduce its leverage below 7x within
the next few quarters. Alacrity has (EBITDA - capex) coverage of
interest between 1.5x and 2x and a free-cash-flow-to-debt ratio in
the low-to-mid-single digits. These pro forma metrics include
Moody's adjustments for operating leases and certain unusual items.
The firm's private equity sponsors led by Kohlberg & Company would
likely provide additional support if needed to support the credit
profile, said Moody's.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade of Alacrity's ratings
include: (1) debt-to-EBITDA ratio declining below 5.5x, (2) (EBITDA
- capex) coverage of interest exceeding 2x, (3)
free-cash-flow-to-debt ratio exceeding 5%, and (4) greater
diversification of carrier relationships.
The following factors could lead to a downgrade of Alacrity's
ratings: (1) revenue decline, (2) debt-to-EBITDA ratio remaining
above 7x, (3) (EBITDA - capex) coverage of interest below 1.2x, or
(4) free-cash-flow-to-debt ratio below 2%.
Moody's has affirmed the following ratings of KWOR Acquisition,
Inc:
Corporate family rating at B3;
Probability of default rating at B3-PD;
$50 million backed senior secured first-lien revolving credit
facility maturing in June 2024 at B2 (LGD3);
$360 million (including pending $60 million increase) backed senior
secured first-lien term loan maturing in June 2026 at B2 (LGD3);
$50 million (fully drawn, including the pending $17 million draw
down) backed senior secured first-lien delayed draw term loan
maturing in June 2026 at B2 (LGD3).
The rating outlook for KWOR Acquisition, Inc. is stable.
The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in June 2018.
Based in Indiana, Alacrity is a provider of outsourced claims
management services in the US. In addition to its core field
adjusting services, Alacrity also provides desk adjusting, desktop
review and managed repair services. For the 12 months ended
September 2020, Alacrity generated revenue of $283 million.
LAROCHE CARRIER: Unsec. Creditors Won't Recovery Anything in Plan
-----------------------------------------------------------------
LaRoche Carrier, LLC, filed a Disclosure Statement for its Small
Business Chapter 11 Plan.
The Debtor owns free and clear a 2011 Cascadia Freightliner Semi
which at the time of the filing of the original petition was in
repairs. The semi is now operable and is pulling a 2017 Wabash
trailer and is being driven by a contract carrier being paid by
mileage. This is now generating about $6,000 monthly.
Under the Plan, secured claims in Class 2 are impaired and will be
paid over time:
* The secured claim #9 of PNC totaling $56,345 will be paid
$727.09 monthly for 61 months.
* The secured claim #10 of PNC totaling $23,275 will be paid
$336.58 monthly for 61 months.
* The secured claim #1 of BMO Harris Bank totaling $106,960 will
be paid $1,003.60 monthly for 61 months.
* The secured claim #2 of BMO Harris Bank totaling $14,236 will
be paid $192.04 monthly for 61 months. This class is impaired.
* The secured claim #3 of BMO Harris Bank totaling $115,440 will
be paid $1,192.09 monthly for 61 months.
* The secured claim #4 of Citizens Bank totaling $17,475 will be
paid $288.88 monthly for 61 months.
General unsecured claims consist of claims of Octagon Tire Holdings
LLC totaling $7,395, First Ins. Funding, Lake Forest Bk & Trust
Co., NA totaling $28,586, Mercedez Benz Fin. Serv. USA LLC totaling
$41,243 and Mingo Agency/Milton Mingo totaling $31,433. These
claims are all impaired and will receive no distribution.
Operations will be funded by truck driving operations.
A full-text copy of the Disclosure Statement dated Feb. 15, 2021,
is available at https://bit.ly/3aq8MD0 from PacerMonitor.com at no
charge.
About LaRoche Carrier
LaRoche Carrier, LLC, was engaged in using multiple vehicles and
multiple trailers. The company was paying drivers by the miles and
ran into difficulty keeping drivers and also having mechanical
failures for both the tractors and the trailers.
Laroche Carrier LLC sought Chapter 11 protection (Bankr. N.D. Ind.
Case No. 19-10532) on April 1, 2019. Frederick W. Wehrwein, Esq.,
at FRED WEHRWEIN, P.C., is the Debtor's counsel.
LEGENDS GOLF ORLANDO: Stoneybrook West Hits Auction Block
---------------------------------------------------------
Jack Witthaus of Orlando Business Journal reports that the
shuttered golf course, Stoneybrook West Golf Club, in a gated
community is going up for sale -- which may attract the attention
of residential developers.
The 152.9-acre Stoneybrook West Golf Club at 15501 Towne Commons
Blvd. in Winter Garden will hit the auction block 11 a.m. March 12,
2021. Pompano Beach-based Fisher Auction Co. is handling the
auction.
There's no starting bid on the golf course, which remains in OK
shape despite not being in operation for over two years, said Lamar
Fisher, president and CEO of Fisher Auction Co. The property also
includes an 8,074-square-foot clubhouse with a bar/restaurant area,
event room, offices, full commercial kitchen and more.
The property's market value was $2.1 million in 2020, according to
Orange County records.
Anyone is open to bid on the property, Fisher said, but the city of
Winter Garden and the Stoneybrook West homeowners association both
want the golf course to remain just that. "They want to make sure
it's going to be successful again," Fisher said.
The golf course reportedly has been experiencing financial
troubles. On Aug. 7, 2020 Clermont-based Legends Golf Orlando LLC,
an entity tied to Stoneybrook West, filed a voluntary petition for
Chapter 11 bankruptcy. Its assets and debts both are listed between
$1 million-$10 million.
Situations like this sometimes pave the way for future
redevelopment opportunities, as Central Florida golf courses
continue to be the target for new residential and mixed-use
developments. Redevelopment would create both jobs and potentially
new residences and amenities in the area.
However, developers may face an immense challenge securing
approvals to redevelop Stoneybrook West, as there appears to be
little appetite among nearby neighbors and the city for a new use
for the land. That said, redeveloping the course into residential
uses would be profitable. For example, the property value may jump
to $100,000 an acre -- a conservative figure -- if it were rezoned
residential, said Robbie McEwan, senior vice president of CBRE
Group Inc. (NYSE: CBRE), who isn't involved in the deal.
"Maybe some builder is willing to take a gamble," McEwan said.
Golf courses have closed across Florida, the golf capital of the
world, in recent years due to overbuilding. In fact,
municipal-owned golf courses lost nearly $100 million between
2014-2018, according to USA Today. The Sunshine State is home to
more than 1,200 golf courses.
About Legends Golf Orlando
Legends Golf Orlando, LLC -- https://www.golfsbw.com/ -- owns and
operates a golf course in Clermont, Fla.
Legends Golf Orlando sought Chapter 11 protection (Bankr. M.D.
Fla.
Case No. 20-04460) on Aug. 7, 2020. Miguel Angel Vidal, the
managing
member, signed the petition. At the time of the filing, the Debtor
had
estimated assets of between $1 million and $10 million and
liabilities of the same range.
The Debtor tapped Bartolone Law, PLLC as its legal counsel and
Accounting Center of Orlando, LLC and Lighthouse Tax Accounting
and
Valuation, Inc. as its accountant.
Jason A. Burgess was appointed as Chapter 11, Subchapter V
trustee,
in the Debtor's case on Aug. 10, 2020. The Trustee is represented
by his own firm, The Law Offices of Jason A. Burgess, LLC.
MARTIN DEVELOPMENT: Wins Cash Collateral Access Thru April 9
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts has
authorized Martin Development, LLC, Diesel Realty, LLC, DMM
Holdings, LLC and David M. Martin to use cash collateral on an
interim basis through April 9, 2021. The Debtors' cases are jointly
administered.
The Debtors require the use of cash collateral to manage and
preserve each of their respective properties and to pay usual and
necessary post-petition operating expenses.
The three corporate Debtors currently own and/or operate and/or
manage various commercial real estate located in Amesbury,
Massachusetts. In addition, Martin Development generates
substantial income from general contracting and construction work.
Diesel generates substantial revenue from the construction
equipment utilization. Mr. Martin is a licensed builder who holds
several trade licenses. Mr. Martin generates his income through the
management of the commercial real estate owned by Martin
Development, Diesel and DMM and Martin Development's construction
operations.
The Debtors were forced to seek relief under Chapter 11 for a
variety of reasons including to stay the imminent foreclosure of
properties owned by Martin Development and Diesel Realty.
Each of the Debtors' assets are encumbered by mortgages and other
liens. Due to cross collateralization of the various obligations,
the secured debt of record exceeds the value of the collateral
securing such debts. The Debtors' real estate is encumbered by
mortgages, assignment of leases and rents, liens and/or security
interests evidenced by mortgages and judgements recorded in the
Essex County Registry of Deeds and UCC-1 Financing Statements filed
with the Commonwealth of Massachusetts.
The parties with interests in the cash collateral are:
(a) Katherine Martin:
Katherine Martin is the holder of a Note secured by a
commercial real estate mortgage in the original amount of $690,000.
The Katherine Martin Mortgage holds the first priority mortgage on
the real property located at 77 Elm Street and recorded in the
Essex South Registry of Deeds at Book 34226 Page 307on July 17,
2015. As of the Petition Date, Martin Development estimates the
sums owed to Katherine Martin is approximately $754,642.
(b) Richard Fournier:
Richard Fournier, Trustee of the MASS Realty Trust is the
holder of a Commercial Real Estate Mortgage Security Agreement and
Assignment of Leases to secure the secure a promissory note in the
original amount of $320,000. The Fournier Mortgage is secured by
115 Main Street and recorded in the Essex South Registry of Deeds
land registry document number 568123 on December 18, 2015. As of
the Petition Date, the Diesel Realty estimates the total amount
owed on the Fournier Note is approximately $360,023.
(c) Birch Hollow, LLC
Birch Hollow, LLC is the holder of various mortgages on real
estate owned by Martin Development, DMM and Diesel Real Estate as
well as UCC-1 Financing Statements recorded at the Commonwealth of
Massachusetts to secure its obligations.
A telephonic hearing on the Debtor's further use of cash collateral
is set for April 9 at 11:30 a.m.
A copy of the order is available at https://bit.ly/2OGSehF from
PacerMonitor.com.
About Martin Development, LLC
Martin Development, LLC, a North Andover, Mass.-based freight
shipping broker, and its affiliates filed voluntary Chapter 11
petitions (Bankr. D. Mass. Lead Case No. 20-40935) on Sept. 23,
2020. In the petitions signed by David M. Martin, manager, Martin
Development disclosed between $1 million and $10 million in both
assets and liabilities.
Judge Elizabeth D. Katz oversees the cases.
The Debtors tapped Parker & Lipton as their legal counsel and
George C. Ferullo, C.P.A., P.C. as their accountant.
MATTEL INC: Moody's Completes Review, Retains B1 CFR
----------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Mattel, Inc. and other ratings that are associated with
the same analytical unit. The review was conducted through a
portfolio review discussion held on February 9, 2021 in which
Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
Mattel's B1 CFR reflects the company's improved but still elevated
leverage and expanding but still marginal profitability after
several years of operating challenges. The company faced challenges
which were exacerbated by the 2018 liquidation of Toys "R" Us, Inc.
(TRU), one of Mattel's most important retailers, although Moody's
believe Mattel's turnaround plan will restore its credit metrics
over the next few years. The rating is supported by the company's
status as one of the largest toy makers in the world, a strong
brand portfolio, good geographic diversification, suspension of
dividend indicating a willingness to restore financial strength,
and cost savings that will improve profitability. The rating is
constrained by high leverage and modest profitability, disruption
in the supply chain and route to market given the coronavirus,
execution risk in the turnaround, weakness in some brands, changing
consumer buying patterns, and the toy industry's inherent
volatility due to fashion risk, entertainment tie-ins, and extreme
seasonality.
The principal methodology used for this review was Consumer
Packaged Goods Methodology published in February 2020.
MISSOURI JACK: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Missouri Jack, LLC
13768 Shoreline Drive
Earth City, MO 63045
Chapter 11 Petition Date: February 16, 2021
Court: United States Bankruptcy Court
Eastern District of Missouri
Case No.: 21-40540
Judge: Hon. Barry S. Schermer
Debtor's Counsel: David A. Sosne, Esq.
SUMMERS COMPTON WELLS LLC
8909 Ladue Road
St. Louis, MO 63124
Tel: 314-991-4999
E-mail: dasattymo@summerscomptonwells.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Navid Sharafatian, manager of TNH
Partners, LLC, its manager.
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/D2HN7AQ/Missouri_Jack_LLC__moebke-21-40540__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. AM Total Service LLC Vendor $11,900
10238 Abdell Dr
Saint Louis, MO 63126
Email: amtotalservices@gmail.com
2. Ameren Missouri
PO Box 88068
Chicago, IL60680-1068
3. American Express Credit Card $167,779
P.O. Box 650448
Dallas, TX 75265-0448
www.americanexpress.com
4. Anthem Insurance $109,144
PO BOX 105183
Atlanta, GA
30348-5183
Email: stefanie.boerner@anthem.com
5. Bank of America Credit Card $49,647
PO Box 982238
El Paso, TX 79998-2238
Email: tracey.wopperer@bofa.com
6. BARCO Vendor $15,287
350 W. Rosecrans Ave
Gardena, CA 90248
Email: Tina.Simmonds@barcouniforms.com
7. Bluegrass Lawncare Vendor $21,355
of St Louis LLC
13852 Ferguson Lane
Bridgeton, MO 63044
Email: ar@bluegrasslawn.com
8. Branman Teplin Accounting Firm $13,770
and Heshejin
280 S. Beverly Drive
Suite 409
Beverly Hills, CA 90212
Email: bheshejin@bthcpas.com
9. First Capitol Vendor $48,549
Consulting Inc
3530 Wilshire Blvd
Suite 1460
Los Angeles, CA 90010
Email: accounting@fcci.us.com
10. Flowers Foods Vendor $19,769
PO Box 847871
Dallas, TX 75284
Email: collectionsdept@flocorp.com
11. Insurance Office of Vendor $41,169
America
3281 E Guasti Road
Suite 400
Ontario, CA 91761
Email: Adam.Braley@ioausa.com
12. Intrepid Direct Vendor $37,496
Insurance Agency LLC
CO Cynthia Shaw
1250 Diehl Rd Suite 200
Naperville, IL 60563
Email: billing@intrepiddirect.com
13. Lecocq Grounds Service Vendor $13,860
4074 Gravois Rd
House Springs, MO 63051
Email: ryanlecocq.rl@gmail.com
14. Maxwell and KOLB LLC Vendor $15,583
PO Box 6580
Jefferson City, MO
65102
Email: kolbproperties@mchsi.com
15. MC2 Enterprises Inc. Vendor $46,903
PO Box 4868
Parker, CO 80134
Email: DawnA@vwcbuildersmidwest.com
16. Pro Lawns Inc. Vendor $25,100
PO Box 577
O Fallon, MO
63366-0577
Email: nickprolawns@aol.com
17. Retail Technology Group Vendor $34,914
1663 Fenton Business Park Court
Fenton, MO 63026
Email: nickprolawns@aol.com
18. Spire Vendor $25,602
Drawer 2
Saint Louis, MO 63171
www.spireenergy.com
19. THF Grindstone Plaza Vendor $92,396
211 North Stadium Blvd
Suite 201
Columbia, MO 65203
Email: mpitts@sandbergphoenix.com
20. TurnKey Technologies Inc Vendor $22,527
One Technology Place
East Syracuse, NY 13057
Email: gtogni@turnkeyweb.net
MMZ HOLDINGS: Case Summary & 2 Unsecured Creditors
--------------------------------------------------
Debtor: MMZ Holdings, LLC
1213, 1217, 1223 Centinela Ave
Inglewood, CA 90302
Chapter 11 Petition Date: February 16, 2020
Court: United States Bankruptcy Court
Central District of California
Case No.: 21-11230
Judge: Hon. Julia W. Brand
Debtor's Counsel: Michael Jay Berger, Esq.
LAW OFFICES OF MICHAEL JAY BERGER
9454 Wilshire Boulevard, 6th Floor
Beverly Hills, CA 90212
Tel: (310) 271-6223
Fax: (310) 271-9805
E-mail: michael.berger@bankruptcypower.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Michael Itaev, its managing member.
A copy of the petition containing, among other items, a list of the
Debtor's two unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/CQZ2MJI/MMZ_Holdings_LLC__cacbke-21-11230__0001.0.pdf?mcid=tGE4TAMA
MUSEUM OF AMERICAN JEWISH: Wins Cash Collateral Access Thru Mar 22
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has authorized the Museum of American Jewish History, d/b/a
National Museum of American Jewish History to use cash collateral
on an interim basis through March 22, 2021 in accordance with the
budget, with a 10% variance.
The Debtor requires the use of cash collateral to pay insurance,
wages, rent, utility charges, and other critical expenses.
Prior to the events of the COVID-19 crisis, the Debtor operated a
museum known as the National Museum of American Jewish History
located on Independence Mall in Philadelphia. At this time, the
Museum is closed to the public. The Debtor generally generates its
revenues through a combination of sales of memberships and tickets
to the Museum, event revenue, endowment income, and charitable
contributions, but is not generating ticket or event revenue at
this time.
The Debtor is permitted to use cash collateral for, among other
things, working capital purposes, the payment of certain
obligations in accordance with relief authorized by the Court and
other obligations as set forth in the Budget.
As adequate protection, to protect the interest of UMB Bank, N.A.,
as Indenture Trustee, in the cash for any diminution in value from
the use of the collateral, and (iii) for the imposition of the
automatic stay, the Court grants the Indenture Trustee replacement
security interests in and replacement liens on all of the Debtor's
post-petition assets as to which the Indenture Trustee held a
pre-petition lien, provided that such lien on post-petition assets
will apply only to the types of collateral in which the Indenture
Trustee held a valid and enforceable lien on pre-petition assets.
The replacement liens will be equal to the aggregate diminution in
value, if any, after the Petition Date of the pre-petition cash
collateral. The Replacement Liens will be of the same validity,
extent, and priority as the liens of the Indenture Trustee on the
pre-petition collateral. The Replacement Liens are valid and duly
perfected security interests and liens as of the Petition Date.
A hearing to consider the entry of a further Order authorizing and
approving use of Cash Collateral and providing adequate protection
is scheduled for March 17 at 11:30 a.m.
A copy of the order and budget through March 28, 2021, is available
at https://bit.ly/2Zq81TW from DonlinRecano.com.
About Museum of American Jewish History
The Museum of American Jewish History -- https://www.nmajh.org/ --
is a Pennsylvania non-profit organization which operates the
National Museum of American Jewish History, the only museum in the
nation dedicated exclusively to exploring and interpreting the
American Jewish experience. The museum presents educational and
public programs that preserve, explore and celebrate the history of
Jews in America. The museum was established in 1976 and is housed
in the Philadelphia's Independence Mall.
On March 1, 2020, Museum of American Jewish History sought Chapter
11 protection (Bankr. E.D. Pa. Case No. 20-11285). The Debtor was
estimated to have $10 million to $50 million in assets and
liabilities. Judge Magdeline D. Coleman oversees the case. The
Debtor tapped Dilworth Paxson, LLP as its legal counsel and Donlin,
Recano & Company, Inc. as its claims agent.
NA RAIL: Moody's Affirms B2 CFR & Alters Outlook to Stable
----------------------------------------------------------
Moody's Investors Service affirmed the ratings of rail and port
terminal operator NA Rail Hold Co. (aka Patriot Rail & Ports). The
ratings include the B2 corporate family rating, the B2-PD
probability of default rating and the B2 senior secured ratings on
the $40 million revolving credit facility due 2024 and the $305
million term loan due 2026. The ratings outlook was changed to
stable, from negative.
The ratings outlook was changed to stable because the prospects for
rail freight transportation are improving and the impact of the
pandemic on NA Rail Hold Co.'s earnings is largely mitigated by an
increase in non-freight services as well as cost actions.
RATINGS RATIONALE
The ratings consider NA Rail Hold Co.'s position as an operator of
13 short line railroads that connect with the national rail
infrastructure of the Class 1 railroads in the US, the company's
relatively modest scale as well as the revenue and customer
concentration in pulp and paper. NA Rail Hold Co. has a good record
of attaining price increases in excess of rail cost inflation,
aided by its limited exposure to more competitive intermodal
freight. Operating margins are attractive, notwithstanding the much
less profitable port terminal activities of NA Port Hold Co. (held
with NA Rail Hold Co. under common control). Moody's estimates
operating margins (excluding amortization) were in the high teens
in 2020, despite the earnings pressure from the port terminal
operations that are more severely impacted by the pandemic. NA Rail
Hold Co. does not own all its railroads. The company operates some
railroads or portions thereof under lease or operating agreements.
Moody's estimates that debt/EBITDA was nearly 6.5 times at year-end
2020. Pro forma for the largely equity-funded acquisition of the
Salt Lake, Garfield & Western railway, debt/EBITDA was just below 6
times, in Moody's estimate.
Liquidity is adequate. Moody's expects free cash flow in 2021 to be
around $15 million, while free cash flow in 2020 remained positive.
The $40 million revolving credit facility is considerable relative
to the company's revenue base, although a portion of the revolver
could be drawn to help fund acquisitions of short line railroads.
Moody's considers the environmental risks of the surface
transportation sector to be high. Nonetheless, NA Rail Hold Co. is
much less exposed to environmental risk because it does not ship
any coal.
The $40 million revolving credit facility due 2024 and the $305
million term loan due 2026 are rated B2, the same level as the
corporate family rating. This reflects the very high proportion of
senior secured debt in the company's liability structure.
The stable ratings outlook is predicated on Moody's expectation of
moderately growing rail revenues, fairly stable operating margins
and an increase in free cash flow.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company demonstrates a prudent
execution of its acquisition strategy and significantly increases
its scale, if operating margins are consistently in excess of 20%
(calculated excluding amortization), debt/EBITDA remains below 4.5
times and if free cash flow increases solidly.
The ratings could be downgraded if Moody's expects that operating
margins decrease towards the mid-teens (calculated excluding
amortization), debt/EBITDA does not revert to less than 6 times, or
that liquidity weakens (including if free cash flow drops below $10
million per annum), or if there is a loss of a major rail
customer.
The following rating actions were taken:
Affirmations:
Issuer: NA Rail Hold Co.
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Senior Secured Bank Credit Facility, Affirmed B2 (LGD3)
Outlook Actions:
Issuer: NA Rail Hold Co.
Outlook, Changed To Stable From Negative
The principal methodology used in these ratings was Surface
Transportation and Logistics published in May 2019 .
NA Rail Hold Co. operates 13 short line railroads in North America
and provides rail services, including railcar cleaning, track
cleaning and maintenance, in 17 states. NA Port Hold Co. operates
five port terminals and two cold storage facilities in four states
in the southeastern US. NA Rail Hold Co. and NA Port Hold Co. are
majority-owned by an infrastructure fund managed by First Sentier
Investors.
NASDI LLC: Seeks to Hire McAlpine PC as Special Counsel
-------------------------------------------------------
NASDI, LLC seeks authority from the U.S. Bankruptcy Court for the
District of Massachusetts to employ McAlpine, P.C. as its special
counsel.
The firm will represent the Debtor in the litigation styled NASDI,
LLC v. Skanska Koch, Inc. et al, United States District Court,
Southern District of New York (Case Number 17 CV 3578); and in an
appeal in the Court of Chancery of the State of Delaware (C.A. No.
10540-VCM).
McAlpine will be paid at these rates:
Mark McAlpine $625 per hour
Douglas Eyre $450 per hour
Thomas Trapnell $350 per hour
Arthur Dore $185 per hour
The firm received a retainer in the amount of $375,000.
Mark McAlpine, Esq., a partner at McAlpine, disclosed in a court
filing that the firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Mark McAlpine, Esq.
McAlpine, PC
3201 University Drive, Suite 200
Auburn Hills, MI 48236
Phone: +1 248-373-3700
Email: mlmcalpine@mcalpinepc.com
About NASDI LLC
A group of creditors including IUOE Local 4 Health and Welfare
Fund, IUOE Local 4 Pension Fund and IUOE Local 4 Annuity & Savings
Fund filed a Chapter 7 involuntary petition against NASDI LLC
(Bankr. D. Mass. Case No. 20-12188) on Nov. 5, 2020. The creditors
are represented by Gregory A. Geiman, Esq.
On Dec. 22, 2020, the court ordered the conversion of the case to
one under Chapter 11. Judge Melvin S. Hoffman oversees the
Debtor's Chapter 11 case.
The Debtor tapped Gary W. Cruickshank, Esq., as its bankruptcy
attorney and McAlpine, P.C. as its special counsel.
NATIONAL RIFLE ASSOCIATION: Has Disqualifying Conflicts, Says UST
-----------------------------------------------------------------
Peg Brickley of The Wall Street Journal reports that the Justice
Department's bankruptcy monitor wants the National Rifle
Association's go-to lawyers barred from representing the gun-rights
group in its chapter 11 case, citing "disqualifying conflicts" and
previous allegations of billing improprieties.
Brewer Attorneys & Counselors, a law firm that has represented the
NRA in court and administrative proceedings across the country,
isn't suitable to be part of the crew of court-supervised lawyers
handling the gun group's bankruptcy, according to a Tuesday court
filing by the U.S. Trustee, which oversees bankruptcy courts for
the U.S. government.
In addition to the NRA itself, the Brewer firm has also represented
Wayne LaPierre, the group's chief executive officer and a prime
target of litigation brought by New York's attorney general
alleging rampant financial misdeeds.
Mr. LaPierre is now separately represented, according to an NRA
spokesman. But the prior relationship between Mr. LaPierre and the
Brewer firm makes it "highly unlikely" that as the NRA's counsel
the Brewer firm would look into or advocate for any claims the
group may have against him, the U.S. Trustee said.
"The statements in this legal filing, like others, reflect a
misinformed view of the Brewer firm, its billings and its advocacy
for the NRA," said Charles L. Cotton, first vice president of the
NRA. "I, and all the officers, fully support the work the firm is
doing, the results achieved, and the value of its services. As we
have stated before, this relationship has been reviewed, vetted and
approved," he said.
About the National Rifle Association
Founded in 1871 in New York State, the National Rifle Association
of America is a gun rights advocacy group. The NRA claims to be the
longest-standing civil rights organization and has more than five
million members.
Seeking to move its domicile and principal place of business to
Texas amid lawsuits in New York, National Rifle Association of
America sought Chapter 11 protection (Bankr. N.D. Tex. Case No.
21-30085) on Jan. 15, 2021. Affiliate Sea Girt LLC simultaneously
sought Chapter 11 protection (Case No. 21-30080).
The NRA was estimated to have assets and liabilities of $100
million to $500 million as of the bankruptcy filing.
The Hon. Stacey G. Jernigan is the case judge.
NELIGAN LLP, led by Patrick J. Neligan, Jr., is the Debtor's
counsel.
NORTHERN OIL: Signs $550M Purchase Deal with BofA Securities
------------------------------------------------------------
Northern Oil and Gas, Inc. entered into a purchase agreement with
BofA Securities, Inc., as representative of the several initial
purchasers, pursuant to which the Company has agreed to sell
$550,000,000 in aggregate principal amount of the Company's 8.125%
Senior Notes due 2028 to the Initial Purchasers. The Purchase
Agreement contains customary representations, warranties and
agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Initial
Purchasers, including for liabilities under the Securities Act of
1933, as amended, other obligations of the parties and termination
provisions. The Notes will be issued in a transaction exempt from
the registration requirements of the Securities Act and resold by
the Initial Purchasers in reliance on Rule 144A and Regulation S
under the Securities Act. The sale of the Notes is expected to
close on Feb. 18, 2021, subject to customary closing conditions.
About Northern Oil
Northern Oil and Gas, Inc. -- http://www.northernoil.com-- is an
independent energy company engaged in the acquisition, exploration,
development and production of oil and natural gas properties,
primarily in the Bakken and Three Forks formations within the
Williston Basin in North Dakota and Montana.
Northern Oil recorded a net loss of $76.32 million for the year
ended Dec. 31, 2019. As of Sept. 30, 2020, the Company had $1.02
billion in total assets, $1.11 billion in total liabilities, and a
total stockholders' deficit of $83.73 million.
NOVELION THERAPEUTICS: Chapter 15 Case Summary
----------------------------------------------
Chapter 15 Debtor: Novelion Therapeutics Inc.
400 Burrard Street, Suite 1680
Vancouver, BC V6C 3A6
Canada
Business
Description: Novelion Therapeutics Inc., a
biopharmaceutical company, developed a
portfolio of therapies for individuals
living with rare diseases in the United
States, Brazil, and internationally.
The company was formerly known as QLT
Inc. and changed its name to Novelion
Therapeutics in November 2016. Novelion
was founded in 1981 and is headquartered
in Vancouver, Canada.
Foreign
Proceeding: File No. S1913050 - Supreme Court of
British Columbia, Vancouver Registry
Chapter 15
Petition Date: February 8, 2021
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 21-10245
Judge: Hon. Michael E. Wiles
Foreign
Representative: Alvarez & Marsal Canada Inc.
400 Burrard Street, Suite 1680
Vancouver, BC V6C 3A6
Canada
Foreign
Representative's
Counsel: Eric Daucher, Esq.
NORTON ROSE FULBRIGHT US LLP
1301 Avenue of the Americas
New York, NY 10019
Tel: (212) 318-3000
E-mail: eric.daucher@nortonrosefulbright.com
Estimated Assets: Unknown
Estimated Debts: Unknown
A full-text copy of the Chapter 15 petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/DRCXSSQ/Novelion_Therapeutics_Inc_and__nysbke-21-10245__0001.0.pdf?mcid=tGE4TAMA
O & B HACKING: Court Approves Disclosure Statement
--------------------------------------------------
Judge Jil Mazer-Marino has entered an order that approving the
Disclosure Statement of O & B Hacking, Corp., and setting a March
17, 2021 hearing to consider confirmation of the Debtor's Plan.
On March 17, 2021, at 11:00 a.m., a telephonic hearing will be held
before the Honorable Jil Mazer-Marino, United States Bankruptcy
Judge in the United States Bankruptcy Court for the Eastern
District of New York, 271 Cadman Plaza East, Brooklyn, New York
11201, to consider confirmation of the Plan.
The deadline for the confirmation of the Plan is extended to March
24, 2021.
All ballots voting in favor of or against the Plan are to be
submitted so as to be actually received by counsel for the Debtor
on or before March 10, 2021, at 4:00 p.m.
Objections to confirmation of the Plan must be filed on served on
or before March 10, 2021.
Counsel for the Debtor shall file a ballot tally and an affidavit
and/or brief in support of confirmation by March 11, 2021 at 12:00
p.m.
About O & B Hacking, Corp.
Based in Brooklyn, New York, O & B Hacking, Corp., owner of two NYC
Taxi medallions #7J18 and 7J19, filed a voluntary petition under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
19-46885) on Nov. 14, 2019, listing under $1 million in both assets
and liabilities. Alla Kachan, Esq. at the Law Offices of Alla
Kachan, P.C., is the Debtor's counsel.
OMNIQ CORP: Gets $2.1 Million Purchase Order for Software Solution
------------------------------------------------------------------
OMNIQ Corp. has received a purchase order with a value of
approximately $2.1 million from a Fortune 100 retailer for the
supply of Software Solutions for Data and IoT device, management
enabling automation & efficiencies throughout all the supply chain
levels of the customer.
"Positive momentum continues, achieving record new orders of more
than $15 Million in just over a month into 2021. We're growing
faster than any equivalent period in the history of our company.
This unprecedented growth is the result of both new client wins,
and repeat business with our esteemed customer base of many Fortune
500 companies including some of the largest retail companies in the
U.S. We are proud to provide OMNIQ technology, hardware and
software to support their supply chain operations," said Shai
Lustgarten, CEO of OMNIQ.
OMNIQ's suite of supply chain mobility solutions include advanced
mobile technologies that are transforming the way businesses
operate by automating the proccess and eliminating manual and
paper-based processes that cause delays in operation and losses.
OMNIQ's Solutions provide the tracking all the IoT devices,
managing applications and content, all while keeping devices and
data, safe and secured. The systems provide a more "contactless"
approach to the customer's retail and logistics operations, and
will be integrated with the corporate automated services.
Mr. Lustgarten continued, "Our extraordinary growth is also a
testament to the quality and dependability of our solutions in
accurately capturing data for quick and accurate services. In
addition to increasing retail workforce productivity and
operational efficiency, our solutions help reduce potential health
risks especially during this time of pandemic, where hands-free
supply chain solutions that enable contactless handling of goods
from the warehouse to the supermarket aisles, protecting employees
and customers. I am thrilled with these achievements created by
our devoted employees and sales team as our solutions are receiving
massive demand across many industries, including healthcare,
retail, transportation and logistics, safe city and parking
management, as organizations continue to apply COVID-19 safety
measures."
About OMNIQ Corp.
Headquartered in Salt Lake City, Utah, OMNIQ Corp. (OTCQB: OMQS) --
http://www.omniq.com-- provides computerized and machine vision
image processing solutions that use patented and proprietary AI
technology to deliver data collection, real time surveillance and
monitoring for supply chain management, homeland security, public
safety, traffic & parking management and access control
applications. The technology and services provided by the Company
help clients move people, assets and data safely and securely
through airports, warehouses, schools, national borders, and many
other applications and environments.
Omniq reported a net loss attributable to common stockholders of
$5.31 million for the year ended Dec. 31, 2019, compared to a net
loss attributable to common stockholders of $5.41 million for the
year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had
$40.33 million in total assets, $43.49 million in total
liabilities, and a total stockholders' deficit of $3.16 million.
Haynie & Company, in Salt Lake City, Utah, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated March 30, 2020, citing that the Company has a deficit in
stockholders' equity, and has sustained recurring losses from
operations. This raises substantial doubt about the Company's
ability to continue as a going concern.
ONABREAK LLC: Seeks to Hire Freeman Law as Legal Counsel
--------------------------------------------------------
Onabreak, LLC 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's services will include the preparation of a Chapter 11
plan of reorganization and the filing of adversary proceedings to
pursue any causes of action that the Debtor may have.
Freeman Law will charge $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 $500.
Gregory 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 Onabreak LLC
Onabreak, LLC sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Texas Case No. 21-30221) on Feb. 1,
2021, listing $100,001 to $500,000 in assets and $50,001 to
$100,000 in liabilities. Gregory Wayne Mitchell, Esq. at Freeman
Law, PLLC, serves as the Debtor's legal counsel.
OPTION CARE: Closes Underwritten Offering of Common Shares
----------------------------------------------------------
Option Care Health, Inc. entered into an underwriting agreement
with Goldman Sachs & Co. LLC and HC Group Holdings I, LLC (the
"Selling Stockholder"), relating to an underwritten public offering
of 17,250,000 shares of the Company's common stock, par value
$0.0001 per share, sold by the Selling Stockholder at a price to
the public of $18.50 per share. The Securities include 2,250,000
shares sold by the Selling Stockholder in connection with the
Underwriter's full exercise of its option to purchase additional
shares. The Offering closed on Feb. 10, 2021.
The Securities were sold pursuant to a registration statement on
Form S-3 (File No. 333-239504) that was filed by the Company with
the Securities and Exchange Commission on June 26, 2020 and became
effective on July 8, 2020, a prospectus included in the
Registration Statement and a prospectus supplement, dated Feb. 8,
2021 and filed with the Commission on Feb. 10, 2021.
The Company will not receive any of the proceeds from the sale of
the Securities by the Selling Stockholder.
The Underwriting Agreement contains customary representations,
warranties, covenants and indemnification obligations of the
Company, the Selling Stockholder and the Underwriter, including for
liabilities under the Securities Act of 1933, as amended, and other
obligations of the parties.
In addition, pursuant to the terms of the Underwriting Agreement,
(i) the Company's executive officers and directors have entered
into "lock-up" agreements with the Underwriter, which generally
prohibit the sale, transfer or other disposition of securities of
the Company for a 60-day period, subject to certain exceptions, and
(ii) the Selling Stockholder has entered into substantially the
same "lock-up" agreement with the Underwriter, which generally
prohibits the sale, transfer or other disposition of securities for
a 60-day period, subject to certain exceptions.
About Option Care Health
Option Care Health is an independent provider of home and alternate
site infusion services through its national network of 158
locations in 45 states. Option Care Health draws on nearly 40
years of clinical care experience to offer patient-centered,
cost-effective infusion therapy. Option Care Health's infusion
services include the clinical management of infusion therapy,
nursing support and care coordination. Option Care Health's
multidisciplinary team of approximately 2,900 clinicians, including
pharmacists, pharmacy technicians, nurses and dietitians, are able
to provide infusion service coverage for nearly all patients across
the United States needing treatment for complex and chronic medical
conditions.
Option Care recorded a net loss of $75.92 million for the year
ended Dec. 31, 2019, compared to a net loss of $6.11 million for
the year ended Dec. 31, 2018. For the six months ended June 30,
2020, the Company reported a net loss of $27.58 million. As of
Sept. 30, 2020, the Company had $2.66 billion in total assets,
$1.67 billion in total liabilities, and $993.50 million in total
stockholders' equity.
PBS BRAND: Starts Bankruptcy Sale Process
-----------------------------------------
Jonathan Maze of Restaurant Buziness reports that Punch Bowl
Social, the "eatertainment" concept that had filed for bankruptcy
in December 2020, is set for a sale process after the company and
its lenders resolved their differences.
The company and its lender have made peace and the company is
attracting interest from potential buyers.
The Denver-based chain, which is currently operating two of its 13
locations, reports considerable interest from potential buyers and
is expected to name a "stalking horse" bidder this third week of
February 2021. A stalking horse bidder sets the base price for an
upcoming auction in a bankruptcy process and generally has the
inside track to acquire the company.
"Peace has broken out," Ted Gavin, Punch Bowl's chief restructuring
officer, said in an interview. "Interest has been robust." He noted
that a sale could close as early as mid-March 2021 following an
auction for the chain.
Punch Bowl 18 months ago was widely considered one of the hottest
concepts in the U.S., having earned a major investment from Cracker
Barrel in 2019. But a failed effort at a smaller prototype led to a
dispute from its lender, CrowdOut Capital, which intensified once
the pandemic began and Cracker Barrel opted to write off its
investment in the chain.
Punch Bowl filed for Chapter 11 debt protection in December 2020,
largely to prevent CrowdOut from taking over the company. The
chain's owners filed for bankruptcy without the knowledge of the
lender—which had taken over operations of the chain earlier in
the year, placing former Souplantation and Sweet Tomatoes CEO John
Haywood into the chief executive's seat.
The company and CrowdOut have since come to an agreement, with the
lender providing funds to get the chain through the bankruptcy
process. Gavin, managing director of bankruptcy consulting firm
Gavin/Solmonese, was appointed to oversee the restructuring
process.
Punch Bowl operated 18 locations at the end of 2019. That number is
down to 13 following some permanent closures, but only two are
currently operating. Gavin said the plan is to "aggressively reopen
stores” as state COVID regulations allow.
"The bankruptcy process will protect the entities while they
reopen," Gavin said. "We will not make a store open earlier."
Punch Bowl was not able to find a buyer last year, but Gavin
suggested that interest in the company remains significant.
Several investment firms have been eyeing potential acquisitions of
companies either out of bankruptcy or in bargain sales. Many such
investors could easily target a company such as Punch Bowl, which
had been on the edge of industry trends in the pre-COVID
era—especially if those investors are betting on a quick return
to dine-in business once restrictions are further eased and the
vaccine makes its way through the population.
One such investor, Sortis Holdings, expressed interest in an
acquisition last 2020, according to bankruptcy filings. But that
deal fell through. Sortis is an investment firm that last year
bought Sustainable Restaurant Group, the owner of Bamboo Sushi.
"There is a lot of value here for someone with patience," Gavin
said. "There’s a lot of upside here."
About Punch Bowl Social
Punch Bowl Social is a restaurant chain that offers the best in fun
with a great lineup of arcade games, karaoke, food, craft cocktails
and drinks, and hosting your events.
PBS Brand Co., LLC, and its affiliates own Punch Bowl Social, a
chain of "eatertainment" venues that blends best in category
scratch-kitchen culinary specialties, and craft cocktail and craft
non-alcoholic programs.
On Dec. 21, 2020, PBS Brand Co., LLC, and its affiliates, including
Punch Bowl Social, Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 20-13157). The cases are pending before the
Honorable John T. Dorsey and are being jointly administered for
procedural purposes under Case No. 20-13157.
PBS Brands was estimated to have $10 million to $50 million in
assets and liabilities as of the bankruptcy filing.
The Debtors tapped MORRIS JAMES LLP as bankruptcy counsel; and
GAVIN/SOLMONESE as restructuring advisor. OMNI AGENT SOLUTIONS is
the claims agent.
The Official Committee of Unsecured Creditors tapped Porzio,
Bromberg & Newman, P.C., as counsel; and Province LLC as financial
advisor.
PERMIAN HOLDCO 1: Wants May 17 Plan Exclusivity Extension
---------------------------------------------------------
Permian Holdco 1, Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to extend the
exclusive periods during which they may file a chapter 11 plan and
solicit acceptances thereof to May 17, 2021 and July 14, 2021,
respectively.
The Debtors' Exclusive Filing Period was set to expire February 16,
2021, while their Exclusive Solicitation is set to expire on April
15, 2021.
The Debtors contend they have been in Chapter 11 for just under
seven months. The Debtors further contend that during this short
period of time, they have worked diligently to ensure a smooth
transition into Chapter 11 and to preserve and maximize the value
of the Debtors' estates for the benefit of all stakeholders.
The Debtors tell the Court that since the entry of the First
Exclusivity Extension Order, they have, among other things:
(i) obtained entry of the Order Sustaining Debtors' Second
(2nd) Omnibus (Substantive) Objection to Claims Pursuant to Section
502 of the Bankruptcy Code, Bankruptcy Rule 3007 and Local Rule
3007-1;
(ii) solicited acceptances of the Plan;
(iii) filed various documents and pleadings in support of
confirmation of the Plan; and
(iv) obtained entry of the Confirmation Order.
The Debtors further tell the Court they are seeking an extension
out of an abundance of caution because their Plan has not yet
become effective. "Accomplishing these tasks in under seven months
has been a labor-intensive process, occupying a significant amount
of the Debtors’ time, energy and resources. Under the
circumstances, the Debtors submit that the requested extensions are
both appropriate and necessary to afford the Debtors with
sufficient time and 'breathing room' to consummate the Plan, which
has already been approved by the Confirmation Order," the Debtors
say.
The Debtors' Motion is scheduled for hearing on March 29, 2021, at
11:30 a.m. The deadline for filing objections to the Debtors'
Motion is March 2, 2021 at 4 p.m.
Permian Holdco 1, Inc. and its affiliated debtors are represented
by:
M. Blake Cleary, Esq.
Robert F. Poppiti, Jr., Esq.
Joseph M. Mulvihill, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
1000 North King Street
Wilmington, DE 19801
Telephone: (302) 571-6600
Email: mbcleary@ycst.com
rpoppiti@ycst.com
jmulvihill@ycst.com
About Permian Holdco 1
Permian Holdco 1, Inc. and its affiliates are manufacturers of
above-ground storage tanks and processing equipment for the oil and
natural gas exploration and production industry.
Permian Holdco 1, Inc. and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Case No.
20-11822) on July 19, 2020. The petitions were signed by Chris
Maier, chief restructuring officer. Holdco estimated under $50,000
in both assets and liabilities.
The Honorable Mary F. Walrath presides over the cases.
M. Blake Cleary, Esq., Robert F. Poppiti, Jr., Esq., Joseph M.
Mulvihill, Esq., and Jordan E. Sazant, Esq., of Young Conaway
Stargatt & Taylor, LLP serve as counsel to the Debtors. Seaport
Gordian Energy LLC serves as an investment banker to the Debtors
and Epiq Corporate Restructuring LLC acts as notice and claims
agent.
Troutman Pepper Hamilton Sanders LLP serves as counsel to the
Official Committee of Unsecured Creditors.
* * *
Permian Tank & Manufacturing, on Dec. 14, 2020, disclosed that its
business has has been acquired by New Permian Holdco, LLC. The
sale was supported by Permian Tank's lender, who provided
incremental financing to strengthen the Company during the
transition and has committed to provide additional growth capital.
RIOT BLOCKCHAIN: Names Jason Les as CEO, Appoints New Director
--------------------------------------------------------------
Riot Blockchain, Inc. has appointed Jason Les as chief executive
officer.
Mr. Les has been deeply involved with Bitcoin since 2013, with
significant experience in both mining and as an engineer studying
protocol development and contributing to open-source projects. He
has served as an independent director on the Company's Board of
Directors since 2017, and he will continue to remain as a member of
the Board of Directors. As CEO, he will be the driving force
behind the Company's strategic focus on Bitcoin mining, and its
mission to become one of the most relevant and significant
companies supporting the Bitcoin network and greater bitcoin
ecosystem.
"In early 2020, Riot made the strategic decision to completely
focus on expanding its mining capabilities, which has positioned
the Company well to take advantage of significant opportunities in
the current Bitcoin environment," said Benjamin Yi, chairman of the
Board of Directors. "Strengthening our management team to take
advantage of these opportunities has been a high priority for the
Board, and we are pleased to appoint Jason to lead the Company.
Having worked closely with Jason as a Board colleague for the past
two years, the Board is confident that he will continue to leverage
his unique skill set and background in Bitcoin to drive the
Company's continued growth."
"It is a privilege to be asked to serve as Riot's CEO," said Jason
Les. "We are at an exciting and critical juncture in our industry,
with Bitcoin positioned to disrupt the global financial system. In
addition, there continues to be a large shift in mining capacity to
the United States, creating significant opportunity for the
Company. With its fleet of next-generation miners, unique industry
relationships, and strong balance sheet, Riot is extremely
well-positioned to capitalize on these opportunities that we see in
front of us."
Jeff McGonegal who was appointed chief executive officer in early
2019, will return to focus on his long-standing position as chief
financial officer, a position held since 2003.
Riot also announced that Hannah Cho has been appointed to the
Company's Board of Directors, effective Feb. 8, 2021.
Ms. Cho, 43, is a veteran marketing and communications professional
who has spent her career in the enterprise technology industry.
She is currently vice president, marketing communications at BMC
Software, a portfolio company of KKR which offers software and
services to support cloud computing, IT service management,
automation, IT operations, and the mainframe for digital
transformation. Ms. Cho brings significant executive leadership
experience in marketing and communications gained at leading
technology companies including Anaplan, CA Technologies, Intel
Corporation, and Cisco Systems. In addition to her corporate
experience, she was also previously senior vice president,
Technology Communications at Edelman.
"We are thrilled to welcome a critical thinker of Hannah's caliber
to Riot's Board of Directors," said Benjamin Yi. "The Board will
benefit from her significant experience as a corporate leader and
communications specialist. We look forward to utilizing and
leveraging her unique professional background and insights."
About Riot Blockchain
Headquartered in Castle Rock, Colorado, Riot Blockchain --
http://www.RiotBlockchain.com-- specializes in cryptocurrency
mining with a focus on bitcoin. Riot also holds non-controlling
investments in blockchain technology companies. Riot is
headquartered in Castle Rock, Colo., and the Company's mining
facility is located in Oklahoma City.
Riot incurred a net loss of $20.30 million in 2019 compared to a
net loss of $60.21 million in 2018. As of Sept. 30, 2020, the
Company had $62.63 million in total assets, $1.96 million in total
liabilities, and $60.67 million in total stockholders' equity.
ROBERT FORD: Seeks Cash Collateral Access
-----------------------------------------
Robert Ford Insurance Agency, Inc. asks the U.S. Bankruptcy Court
for the Eastern District of Tennessee, Northern Division, for
authority to use cash collateral initially on an emergency
preliminary basis and, thereafter, on a permanent basis during the
course of the case after appropriate notice and hearing.
The Debtor requires the use of cash collateral to pay monthly
operating expenses including Republic Bank.
Robert Ford Insurance borrowed $960,000 pursuant to a Note, dated
10/1/2019, payable to Republic Bank of Chicago Corporate OBC.
Contemporaneously with the execution of the Note, Robert Ford
Insurance entered into a Security Agreement, granting a purchase
money security interest to Republic Bank in proceeds. The proceeds
from sales of policies may constitute "Cash Collateral" under 11
U.S.C. section 363(a) if Republic Bank has a valid and perfected
prepetition lien, but only to that extent. Republic Bank may be
entitled to adequate protection for the use thereof to the extent
that Republic Bank has a valid and perfected prepetition lien, but
only to that extent. Any adequate protection should be conditioned
upon the proof of the prepetition valid and perfected lien.
As adequate protection, the Debtor proposes to grant replacement
liens in post-petition inventory and other assets to Republic Bank,
to the same extent and in the same priority as held in prepetition
inventory and other assets, but only to the extent and in the
amount as the Debtor's actual use of prepetition Cash Collateral.
The Debtor asserts it has a reasonable possibility for successful
reorganizatio and believes that its operations will have a positive
cash flow.
A copy of the motion is available at https://bit.ly/3u55a10 from
PacerMonitor.com.
About Robert Ford Insurance Agency, Inc.
Robert Ford Insurance Agency, Inc. is an insurance company based
in Tennessee. It sought protection under Chapter 11 of the U.S.
Bankruptcy Court (Bankr. E.D. Tenn. Case No. 21-30224) on February
11, 2021. In the petition signed by Robert Ford, owner/chief
executive officers, the Debtor disclosed $520,000 in assets and
$1,650,962 in liabilities.
SEANERGY MARITIME: Receives Waiver on Loan Covenant
---------------------------------------------------
Seanergy Maritime Holdings Corp. has received a waiver on its
market-value-to loan covenant from Marfin Bank. As part of the
waiver, Marfin Bank has put a temporary restriction on the
Company's payment of dividends.
Dale Ploughman, the Company's chief executive officer stated: "The
waiver we received from Marfin Bank, our main bankers, is a
positive development for our company and we believe is indicative
of the excellent relationship we have with our lenders."
"With all six of our vessels fixed under time charters for one year
up to September 2009 at an average daily rate of about $52,700
generating revenues of approximately $110 million, we believe that
we are already in a strong position. However, current market
conditions dictate an increased level of prudence and vigilance to
safeguard and then to increase shareholder value for the long
term," Mr. Ploughman said.
"In this context, the temporary suspension of our dividend we
believe will reinforce our company's liquidity and financial
strength. We also believe it will enable us not only to weather
the current challenging conditions in the shipping and financial
markets but also position us to take full advantage of accretive
expansion opportunities as these may occur," Mr. Ploughman said.
About Seanergy Maritime
Greece-based Seanergy Maritime Holdings Corp. --
http://www.seanergymaritime.com-- is a Marshall Islands
corporation with its executive offices in Athens, Greece. The
Company is engaged in the transportation of dry bulk cargoes
through the ownership and operation of dry bulk carriers. The
Company purchased and took delivery of six dry bulk carriers in the
third and fourth quarters of 2008 from companies associated with
members of the Restis family. Its current fleet is comprised of
two Panamax, two Supramax and two Handysize dry bulk carriers with
a combined cargo-carrying capacity of 317,743 dwt and an average
fleet age of approximately 11 years.
Seanergy Maritime reported a net loss of US$11.70 million for the
Dec. 31, 2019, a net loss of US$21.06 million for the year ended
Dec. 31, 2018, and a net loss of US$3.23 million for the year ended
Dec. 31, 2017. As of Dec. 31, 2019, the Company had US$282.55
million in total assets, US$252.69 million in total liabilities,
and US$29.86 million in total stockholders' equity.
Ernst & Young (Hellas) Certified Auditors Accountants S.A., in
Athens, Greece, the Company's auditor since 2012, issued a "going
concern" qualification in its report dated March 5, 2020 citing
that the Company has a working capital deficiency and has stated
that substantial doubt exists about the Company's ability to
continue as a going concern. In addition, the Company has not
complied with a certain covenant of a loan agreement with a bank.
SHELTON BROTHERS: Wins Cash Collateral Access Thru March 25
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts has
authorized Shelton Brothers, Inc. to use cash collateral on an
interim basis through March 25, 2021.
The filing of the Debtor's bankruptcy case was precipitated by a
series of events. Over the last six years, the Debtor was engaged
in litigation with a competitor that, ultimately, culminated in a
$2,129,515 judgment being entered against the Debtor. Then, during
2020, many of the Debtor's customers were forced to shut down or
dramatically reduce their purchases due to the Covid-19 pandemic.
This caused the Debtor to default under its loan documents.
As of the Petition Date, the principal assets of the business
consisted of:
-- $3,543 in cash,
-- $1,960,035 in accounts receivable, and
-- $2,173,837 in inventories.
As of the Petition Date, RNSS, LLC holds a $2,558,516 secured claim
against the estate. Unsecured debt is estimated to be $4,015,440.
On October 23, 2014, the Debtor entered into a financing
transaction with Hampden Bank whereby Hampden Bank loaned the
Debtor the total sum of $2,500,000 pursuant to a Loan and Security
Agreement and other loan documents. The Loan and Security Agreement
granted Hampden Bank a security interest in all of the Debtor's
assets including, but not limited to, all accounts, accounts
receivable, inventory, general intangibles, equipment, deposit
accounts, and their proceeds.
RNSS, LLC is the successor in interest to Hampden Bank under the
Loan and Security Agreement. RNSS appears to hold a first-priority
security interest in the Collateral.
There is currently one outstanding secured loan due to RNSS in the
amount of $2,558,516. The total balance due on account of the
Pre-Petition Obligations, is $2,558,516. RNSS is fully secured.
A telephonic hearing on the Debtor's further use of cash collateral
is set for March 25 at 10 a.m. Objections are due March 23.
A copy of the Order is available at https://bit.ly/3qpcdPF from
PacerMonitor.com.
About Shelton Brothers, Inc.
Shelton Brothers, Inc. is a beer importing and distributing company
located in Belchertown, Mass. Shelton Brothers filed a voluntary
petition under the provisions of Chapter 11 of the Bankruptcy Code
(Bankr. D. Mass. Case No. 20-30606) on Dec. 18, 2020. In the
petition signed by Daniel W. Shelton, president, the Debtor
disclosed between $1 million to $10 million in both assets and
liabilities.
Judge Elizabeth D. Katz oversees the case.
Andrea M. O'Connor, Esq., at Fitzgerald Attorneys at Law, P.C.,
represents the Debtor as counsel.
SITO MOBILE: Exclusivity Period Extended to March 2
---------------------------------------------------
Judge Stacey L. Meisel of the U.S. Bankruptcy Court for the
District of New Jersey extended the period within which SITO Mobile
Solutions, Inc., SITO Mobile, Ltd., and SITO Mobile R&D IP, LLC
have the exclusive right to file a plan of reorganization to March
2, 2021.
Judge Meisel also extended the period for obtaining acceptances to
the plan until May 31, 2021.
The Debtors have reached an agreement with the Official Committee
of General Unsecured Creditors to adjourn their hearing and discuss
an amicable resolution and possible extension of the exclusive
period.
The hearing on the Debtors' motion to extend the exclusive period
for the filing of a plan was adjourned to March 2, 2021 at 11:00
a.m.
SITO Mobile Solutions, Inc., SITO Mobile, Ltd., and SITO Mobile R&D
IP, LLC are represented by:
Daniel M. Stolz, Esq.
Donald W. Clarke, Esq.
GENOVA BURNS, LLC
110 Allen Road, Suite 304
Basking Ridge, NJ 07920
Telephone: 973-533-0777
Email: dstolz@genovaburns.com
dclarke@genovaburns.com
The Official Committee of General Unsecured Creditors are
represented by:
Amir Gamliel, Esq.
PERKINS COIE LLP
1888 Century Park East, Suite 1700
Los Angeles, CA 90067-1721
Telephone: 310-788-9900
Email: AGamliel@perkinscoie.com
About SITO Mobile
SITO -- https://www.sitomobile.com -- is a developer of customized,
data-driven solutions for brands spanning strategic insights and
media. The platform reveals a deeper and more meaningful
understanding of customer interests, actions and experiences
providing increased clarity for clients when it comes to navigating
business decisions.
Jersey City, N.J.-based Sito Mobile Ltd., and its affiliates SITO
Mobile Solutions, Inc., and SITO Mobile R&D IP, LLC, filed Chapter
11 petitions (Bankr. D.N.J. Case Nos. 20-21435, 20-21436 and
20-21437) on October 8, 2020. The petitions were signed by CEO
Thomas Candelaria.
Sito Mobile Ltd.'s declared total assets at $0 and total
liabilities at $21,027,306. SITO Mobile Solutions declared total
assets at $592,565 and total liabilities at $21,019,306. SITO
Mobile R&D declared total assets at $2,674,944 and total
liabilities at $19,727,206.
The Debtors hired Daniel M. Stolz, Esq., at Wasserman, Jurista &
Stolz, P.C. as counsel. In January 2021, Wasserman, Jurista &
Stolz was merged into Genova Burns in anticipation of a surge of
midsized clients facing bankruptcies and restructurings. The
Debtors are now represented by Genova Burns, LLC.
The Official Committee of General Unsecured Creditors is
represented by lawyers at Perkins Coie LLP.
SKLAR EXPLORATION: Seeks to Extend Plan Filing Period to April 19
-----------------------------------------------------------------
Sklar Exploration Company, LLC and Sklarco, LLC ask the U.S.
Bankruptcy Court for the District of Colorado to extend their
exclusive period for filing their Plan of Reorganization and to
gain acceptance of their Plan, through and including April 19,
2021.
The Debtors filed their Joint Plan of Reorganization and Disclosure
Statement to Accompany the Plan on December 18, 2020.
"Since the filing of the Joint Plan and Disclosure Statement, the
Debtors have participated in a two day mediation regarding the
terms of the Joint Plan, and have had settlement discussions with a
number of parties in interest, including the Ad Hoc Committee of
Working Interest Holders. The settlement discussions have resulted
in an agreement in principle with the Committee and East West Bank,
which is being incorporated into an Amended Joint Plan and Amended
Disclosure Statement," the Debtors tell the Court.
The Debtors have until February 26, 2021 to file their Amended Plan
and Disclosure Statement.
The Debtors contend they "are not seeking to extend the deadline to
file their Amended Plan. However, to ensure that the Debtors have
sufficient time to solicit acceptance of their Amended Plan, the
Debtors request an extension of the exclusivity period."
Sklar Exploration Company, LLC and Sklarco, LLC are represented
by:
Jeffrey S. Brinen, Esq.
Keri L. Riley, Esq.
KUTNER BRINEN, P.C.
1660 Lincoln St., Suite 1850
Denver, CO 80264
Telephone: 303-832-2400
Email: klr@kutnerlaw.com
jsb@kutnerlaw.com
About Sklar Exploration Company
Sklar Exploration Company, LLC -- https://sklarexploration.com/ --
is an independent exploration production company owned and managed
by Howard F. Sklar. With offices in Boulder, Colo., Shreveport,
La., and Brewton, Ala., Sklar owns interests in oil and gas wells
located throughout the United States. Its exploration and
production activities have historically focused on the
hydrocarbon-rich Lower Gulf Coast basins and in the Interior Gulf
Coast basins of East Texas, North Louisiana, South Mississippi,
South Alabama, and the Florida Panhandle.
Sklar Exploration Company and Sklarco, LLC, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Lead Case No.
20-12377) on April 1, 2020. At the time of the filing, Sklar
Exploration had estimated assets of between $1 million and $10
million and liabilities of between $10 million and $50 million.
Sklarco disclosed assets of between $10 million and $50 million and
liabilities of the same range.
Judge Elizabeth E. Brown oversees the cases.
The Debtors tapped Kutner Brinen, P.C. as bankruptcy counsel, and
Berg Hill Greenleaf & Ruscitti, LLP and Armbrecht Jackson, LLP as
special counsel.
The U.S. Trustee for Region 19 appointed a committee to represent
unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Munsch Hardt Kopf & Harr, P.C.
SOLSTICE MARKETING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Solstice Marketing Concepts LLC
665 5th Avenue
8th Floor
New York, NY 10022
Business Description: Solstice Marketing Concepts LLC --
http://solsticesunglasses.com/-- is a
brick and mortar and online sunglasses
retailer.
Chapter 11 Petition Date: February 17, 2021
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 21-10306
Judge: Hon. Martin Glenn
Debtor's
Bankruptcy
Counsel: Craig A. Wolfe, Esq.
Jason R. Alderson, Esq.
T. Charlie Liu, Esq.
David K. Shim, Esq.
MORGAN, LEWIS & BOCKIUS LLP
101 Park Avenue
New York, NY 10178-0060
Tel: (212) 309-6204
Tel: (212) 309-6000
Fax: (212) 309-6001
Email: craig.wolfe@morganlewis.com
jason.alderson@morganlewis.com
charlie.liu@morganlewis.com
david.shim@morganlewis.com
Debtor's
Real Estate
Consultant &
Advisor: RETAIL CONSULTING SERVICES, INC.
Debtor's
Financial
Consultant &
Advisor: KCP ADVISORY GROUP LLC
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jacen A. Dinoff, chief restructuring
officer.
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/5XBGHYA/Solstice_Marketing_Concepts_LLC__nysbke-21-10306__0001.0.pdf?mcid=tGE4TAMA
SUMMIT HOTEL: Amends Credit Agreements, Covenant Waiver Extended
----------------------------------------------------------------
Summit Hotel Properties, Inc., disclosed that it has amended the
credit agreements for its $400 million revolving credit facility
and three senior term loans totaling approximately $550 million to
enhance overall flexibility and extend the financial covenant
waiver period through March 31, 2022, unless terminated earlier at
the Company's option.
"We appreciate the continued support from our bank group that
allowed us to complete the amendments with numerous enhancements,
including a waiver of key financial covenants through March 31,
2022. The favorable terms obtained are a testament to our
efficient, high-quality portfolio of hotels and our longstanding
track record of being thoughtful and disciplined capital
allocators," commented Jonathan P. Stanner, the Company's President
and Chief Executive Officer. "This amendment, along with the other
significant actions we have taken since the onset of the pandemic,
provides us with ample liquidity and the flexibility to
opportunistically pursue a broad range of capital and transaction
alternatives," commented Mr. Stanner.
Key terms and enhancements of the amendments include:
-- Waiver of key financial covenants through March 31, 2022
(with covenant testing to resume June 30, 2022). Certain financial
and other covenants are modified or adjusted through December 31,
2023.
-- Full availability of $400 million revolver, subject to
certain conditions, which is an increase of $20 million compared to
the previous amendment. The $400 million revolver currently has an
outstanding balance of $10 million. Combined with current cash of
approximately $25 million, the Company has over $400 million of
total liquidity.
-- Ability to fund up to $150 million of new investments with
existing liquidity subject to maintaining total liquidity of at
least $150 million. The $150 million acquisition allotment may also
be increased for certain future capital events.
-- Continuation of the Company's ability to make preferred
distributions and invest in various capital improvement projects.
-- Flexibility to use net proceeds from future capital events to
repay outstanding balances on the revolving credit facility first
and subsequently reduce certain term loan balances to preserve
future liquidity.
About Summit Hotel Properties
Summit Hotel Properties, Inc. (NYSE: INN) --
http://www.shpreit.com/-- is a publicly-traded real estate
investment trust focused on owning premium-branded hotels with
efficient operating models primarily in the Upscale segment of the
lodging industry. As of February 8, 2021, the Company's portfolio
consisted of 72 hotels, 67 of which were wholly owned, with a total
of 11,288 guestrooms located in 23 states.
SUNOPTA INC: Board OKs One-Time Grants of Stock Units for Execs
---------------------------------------------------------------
The Board of Directors of SunOpta Inc. approved a one-time special
grant of 40,347 restricted stock units for Joe Ennen, the Company's
chief executive officer, and a one-time special grant of 12,414
RSUs for Scott Huckins, the Company's chief financial officer. The
one-time special grants were made pursuant to the Company's Amended
2013 Stock Incentive Plan in recognition of the successful
completion of the sale of the Company's global ingredients segment,
which closed on Dec. 30, 2020. The RSUs granted to Mr. Ennen and
Mr. Huckins will vest in three equal annual installments beginning
Feb. 9, 2022. Each vested RSU will entitle the grantee to receive
one common share of the Company.
Exchange Transactions
On Feb. 10, 2021, the Company received an Optional Exchange Notice
from Oaktree Organics, L.P. and Oaktree Huntington Investment Fund
II, L.P., funds managed by Oaktree Capital Management, L.P.,
pursuant to which Oaktree Organics and Oaktree Huntington have
elected to exchange all of their Series A Preferred Shares pursuant
to their terms for Common Shares of the Company, representing 12.3%
of the Company's issued and outstanding Common Shares on a
post-exchange basis.
On Oct. 7, 2016, Oaktree invested $85 million in the Company by
purchasing 85,000 exchangeable Series A Preferred Shares issued by
the Company's subsidiary, SunOpta Foods Inc. The Series A
Preferred Shares are exchangeable into the Common Shares at an
expected exchange price of $7.00 per share. The number of Common
Shares to be issued in exchange for the Series A Preferred Shares
is determined by dividing the aggregate Series A Preferred Shares'
liquidation preference, expected to be $88,434,000 on the Exchange
Date, by $7.00. As a result, Oaktree will receive a total of
12,633,427 Common Shares pursuant to the exchange together with
cash payment to adjust for fractional Common Shares issuable to
Oaktree Organics and Oaktree Huntington.
On Oct. 7, 2016, the Company filed Articles of Amendment to
designate a series of special shares as Special Shares, Series 1.
The Special Voting Shares entitle the holder thereof to one vote
per Special Voting Share on all matters submitted to a vote of the
holders of Common Shares, together as a single class, subject to
certain exceptions. In connection with the exchange of the Series
A Preferred Shares, all Special Voting Shares held by an affiliate
of Oaktree, as trustee for and on behalf of Oaktree, will be
redeemed.
Both prior to and after the exchange of the Series A Preferred
Shares, Oaktree will beneficially own or control shares equal to
19.0% of the total outstanding voting shares of the Company,
including 15,000 Series B-1 Preferred Shares issued on April 24,
2020, which remain subject to permanent exchange and voting caps.
Similarly, Oaktree will continue to have the right to designate two
nominees for election to the Company's Board of Directors and to
other governance rights previously announced. However, after such
exchange, the Company will no longer be required to pay a dividend
on the Series A Preferred Shares. Previously, the Company was
obligated to pay a cumulative dividend of 8% per year, representing
approximately $7.0 million in annual dividends, which the Company
could elect to pay in cash or in kind.
Also on Feb. 10, 2021, the Company received a demand registration
request from Oaktree Organics and Oaktree Huntington pursuant to
the Amended and Restated Investor Rights Agreement dated April 24,
2020 among Oaktree Organics, Oaktree Huntington, the Company and
SunOpta Foods Inc. Pursuant to the Demand Request and the Investor
Rights Agreement, the Company is obligated to use its commercially
reasonable efforts to register an aggregate of 20,726,126 of the
Company's Common Shares held by Oaktree for resale by filing a
resale shelf registration statement under the U.S. Securities Act
of 1933, as amended. The Common Shares covered by the Demand
Request include 8,092,699 shares purchased by Oaktree in the open
market and 12,633,427 shares to be received in exchange for the
Series A Preferred Shares. The Company expects to make these
filings during the first quarter of 2021. Oaktree has informed the
Company that it has no current intention of selling Common Shares
covered by the Demand Request in the foreseeable future.
About SunOpta Inc.
Headquartered in Ontario, Canada, SunOpta Inc. is a global company
focused on plant-based foods and beverages, fruit-based foods and
beverages, and organic ingredient sourcing and production. SunOpta
specializes in the sourcing, processing and packaging of organic,
natural and non-GMO food products, integrated from seed through
packaged products; with a focus on strategic vertically integrated
business models.
SunOpta reported a loss attributable to common shareholders of
$8.78 million for the year ended Dec. 28, 2019, compared to a net
loss attributable to common shareholders of $117.11 million for the
year ended Dec. 29, 2018. As of Sept. 26, 2020, the Company had
$921.36 million in total assets, $672.14 million in total
liabilities, $86.95 million in series A preferred stock, $27.47
million in series B preferred stock, and $134.80 million in total
equity.
THUNDER RAIN: Seeks to Hire Bailey Johnson as Counsel
-----------------------------------------------------
Thunder Rain Holdings, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Texas to hire Bailey Johnson &
Lyon, PLLC as its legal counsel.
The firm's services include:
(a) advising the Debtor regarding its powers, duties and
responsibilities and the continued management of its affairs and
assets under Chapter 11;
(b) preparing legal papers;
(c) preparing a plan of reorganization and other services
incident thereto;
(d) investigating and prosecuting preference and fraudulent
transfers actions arising under the avoidance powers of the
Bankruptcy Code; and
(e) performing all other legal services for the Debtor which
may be necessary.
The firm will be paid at these rates:
Gary G. Lyon $400 per hour
Paralegal $75 per hour
Gary Lyon, Esq., founding partner and attorney at Bailey Johnson,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached though:
Gary G. Lyon, Esq.
Bailey Johnson & Lyon, PLLC
6401 W. Eldorado Parkway, Suite 234
McKinney, TX 75070
Phone: (214) 620-2034
Fax: (469) 521-7219
Email: glyon.attorney@gmail.com
About Thunder Rain Holdings
Thunder Rain Holdings, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No.
21-40163) on Feb. 1, 2021. At the time of filing, the Debtor
disclosed $2,281,753 in assets and $2,543,976 in liabilities.
Gary G. Lyon, Esq., at Bailey Johnson & Lyon, PLLC, is the Debtor's
legal counsel.
U.S. GLOVE: Seeks Cash Collateral Access Thru April 15
------------------------------------------------------
U.S. Glove, Inc. asks the U.S. Bankruptcy Court for the District of
New Mexico for authority to use cash collateral on an emergency
basis through April 15, 2021, and provide adequate protection to
pre-petition secured creditors.
The Debtor requires the use of cash collateral to continue the
operation of its business. The Debtor also requires use of cash
collateral pending a final hearing on the Motion. Without such
authority, the Debtor will be forced to halt its operations or risk
losing its employees if it does not make payroll, resulting in
immediate and irreparable harm to the estate.
The Debtor says it is suffering a severe decline in retail and
online sales due to the COVID-19 pandemic and its impact on the
industries that utilize the Debtor's products.
The Debtor is indebted to two parties on a secured basis. First,
the Debtor is obligated to the U.S. Small Business Administration
for an Economic Injury Disaster Loan in the amount of $150,000.
According to the Debtor's records, the SBA may have a firstposition
security interest in substantially all of the Debtor's assets,
including all inventory, equipment, accounts and other depository
accounts, rights to payment, intangibles, and all products and
proceeds of the foregoing.
The Debtor is also obligated to company co-owner Michael J. Jacobs
on account of a senior secured note.
The Debtor's attorneys have not had an opportunity review all the
documentation regarding the security interests. However, after
reviewing the information that is available, it appears the
security interests of the SBA and Jacobs are perfected. The Debtor
reserves the right to revise its preliminary assessment after its
attorneys have had an opportunity to review the documentation.
The Debtor also has these unsecured debts: (a) the SBA is owed
approximately $59,000 pursuant to outstanding and unpaid PPP loans,
(b) Jacobs is also owed approximately $1,330,547 pursuant to an
outstanding and unpaid junior unsecured note, and (c) various trade
creditors and vendors are owed amounts totaling less than $10,000.
As adequate protection, the Debtor proposes to make cash payments
to Jacobs in the amount of $5,000 per month, payable on the first
day of each month during the pendency of the proceedings, grant the
SBA and Jacobs a replacement lien in the same priority and to the
same extent and in the same collateral as the SBA and Jacobs had
pre-petition, provide financial reports, pay real and/or personal
taxes that accrue post-petition, and maintain general property and
liability coverage and will continue to maintain and protect all
Prepetition Collateral consistent with the Prepetition Loan
Documents.
A copy of the motion is available at https://bit.ly/3s1BkZg from
PacerMonitor.com.
About U.S. Glove, Inc.
U.S. Glove, Inc. is a a New Mexico Corporation with its
headquarters located at 6801 Washington Street NE, Albuquerque, New
Mexico 87109. It manufactures hand and wrist support products for
gymnastics and cheerleading, as well as a variety of other
ancillary products, including wristbands, chalk, athletic tape, and
grip brushes designed to enhance athletic performance.
U.S. Glove sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.M. Case No. 21-10172) on February 14,
2021. In the petition signed by Randolph Chalker, authorized
person, the Debtor disclosed up to $500,000 in assets and up to $10
million in liabilities.
The Debtor is represented in court by:
Thomas D. Walker, Esq.
Chris W. Pierce, Esq.
Walker & Associates PC
500 Marquette Ave NW, Suite 650
Albuquerque, NM 87102
Tel: (505) 766-9272
Fax: (505) 766-9287
E-mail: twalker@walkerlawpc.com
cpierce@walkerlawpc.com
- and -
Justin M. Mertz, Esq.
Reza Hajisanei, Esq.
MICHAEL BEST & FRIEDRICH LLP
790 N. Water Street, Suite 2500
Milwaukee, WI 53202
Tel: (414) 271-6560
Fax: (414) 277-0656
E-mail: jmmertz@michaelbest.com
rhajisanei@michaelbest.com
URBAN COMMONS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Urban Commons Gramercy, LLC
10250 Constellation Blvd., Suite 1750
Los Angeles, CA 90067
Business Description: Urban Commons Gramercy, LLC is a Single
Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)). The Company
owns a fee simple title to a property
located in Los Angeles, California having
a current value of $13.50 million.
Chapter 11 Petition Date: February 16, 2021
Court: United States Bankruptcy Court
Central District of California
Case No.: 21-11234
Judge: Hon. Ernest M. Robles
Debtor's Counsel: Yi Sun Kim, Esq.
G&B LAW, LLP
16000 Ventura Boulevard
Suite 1000
Encino, CA 91436
Tel: 818-382-6200
Fax: 818-986-6534
E-mail: ykim@gblawllp.com
Total Assets: $13,500,000
Total Liabilities: $7,238,825
The petition was signed by Howard Wu, authorized representative.
The Debtor stated it has no unsecured creditors.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/XILO6KI/Urban_Commons_Gramercy_LLC__cacbke-21-11234__0001.0.pdf?mcid=tGE4TAMA
VILLAS OF WINDMILL: US Trustee Opposes Trustee's Plan Disclosures
-----------------------------------------------------------------
The United States Trustee for Region 21 objects to the disclosure
statement and proposed plan filed by the Chapter 11 trustee for
debtor Villas of Windmill Point II Property Owners Association,
Inc.
The United States Trustee moves the Court to not approve the
proposed Disclosure Statement as containing adequate information in
the absence of amendments to deal with such matters:
* In Section 2.1, the Trustee should delete "Debtor" as
operating the business affairs.
* The disclosure statement should indicate the name of the
property manager retained by the Chapter 11 trustee and the payment
terms. To the extent the property manager will remain
post-confirmation, the disclosure statement should indicate so.
* The discussion of Class 2 should provide more information
regarding the potential payment of these creditors. Will each
creditor be treated separately for the purposes of the proposed
plan payment or will the Trustee total the amount due and then
treat all 3 creditors with the same payment terms.
* The U.S. Trustee submits that Article VII should also
indicate that priority claimants will be paid from the Debtor's
ongoing business since they will be paid over time.
* The disclosure statement should indicate when the Trustee
will relinquish his role post-confirmation.
* The disclosure statement fails to contain sufficient
information and projections relevant to the creditors' decision to
accept or reject the proposed plan.
A full-text copy of the US Trustee's objection to the Chapter 11
Trustee's disclosure statement dated Feb. 9, 2021, is available at
https://bit.ly/3bfM3c5 from PacerMonitor at no charge.
About Villas of Windmill Point II Property
Based in Port Saint Lucie, Fla., Villas of Windmill Point II
Property Owners Association, Inc., is a non-profit corporation with
volunteers that self manages 89 separately deeded, single-family
residential villa units that are attached in four and five-unit
clusters within a Planned Unit Development (PUD).
Villas of Windmill filed a Chapter 11 petition (Bankr. S.D. Fla.
19-20400) on Aug. 2, 2019. At the time of filing, the Debtor was
estimated to have $1 million to $10 million in assets and $1
million to $10 million in liabilities.
The Debtor is represented by Brian K. McMahon, Esq., in West Palm
Beach, Fla.
Leslie S. Osborne was appointed as the Debtor's Chapter 11 trustee.
The Trustee is represented by Rappaport Osborne Rappaport.
WASHINGTON PRIME: Misses $23.2-Mil. Bond Payment, Hires Advisors
----------------------------------------------------------------
Washington Prime Group, L.P., the operating partnership of
Washington Prime Group Inc., said in a regulatory filing that on
Feb. 15, 2021, it elected to withhold an interest payment of $23.2
million due on Feb. 15, 2021, with respect to WPG L.P.'s
outstanding Senior Notes due 2024 (the "Notes").
Under the indenture governing the Notes, WPG L.P. has a 30-day
grace period to make the interest payment before such non-payment
constitutes an "event of default" with respect to the Notes. If an
"event of default" should occur, the trustee or the holders of at
least 25% of the Notes could accelerate the outstanding
indebtedness due under the Notes, making such indebtedness due and
payable, which would result in a cross-default with respect to some
of WPG L.P.'s or the Company’s other indebtedness.
WPG L.P. has engaged Kirkland & Ellis LLP as legal counsel and
Guggenheim Securities, LLC as investment banker to assist the
Company and its subsidiaries with respect to their continuing
discussions with certain counterparties as well as other lenders
within the Company’s capital structure. The Company intends to
use the aforementioned 30-day grace period to further said
discussions. The Company expects to continue to operate in the
ordinary course.
About Washington Prime Group
Columbus, Ohio-based Washington Prime Group Inc. (NYSE: WPG) is a
retail REIT that owns a mix of enclosed malls and open-air
community centers across the United States. Gross assets totaled
$7.7 billion including pro-rata share of JVs as of 2Q20.
WASHINGTON PRIME: Modifies Compensation Program
-----------------------------------------------
Washington Prime Group Inc., led by its Board of Directors, has
modified aspects of its compensation program for its entire
workforce after conducting a comprehensive review of the program to
determine whether it continues to effectively incentivize and
retain its employees in light of the COVID-19-related market
impacts.
The Board and Compensation Committee, with the advice of their
independent compensation consultant and legal advisors, determined
that the historic compensation structure and performance metrics
would not be effective in motivating and incentivizing the
Company's workforce. As a result, on Feb. 11, 2021, given the
current circumstances, the Board and the Company implemented a new
compensation structure for 2021 for the Company's senior executives
(including its named executive officers), employees and
non-employee directors.
Senior Executives and Named Executive Officers: The target variable
compensation of certain senior employees (which is generally equal
to their variable compensation for 2020), including the Company's
named executive officers and designated vice presidents, will be
prepaid with an obligation to refund up to 100% of the compensation
(on an after-tax basis) if certain conditions are not satisfied.
The total amount paid to these 17 employees will be approximately
$11.6 million. The Company's named executive officers' target
compensation will be earned 50% based on their continued employment
for a period of up to 12 months and 50% based on achieving certain
specified incentive metrics; provided that repayment of specified
portions of the compensation will not be required in the event of
certain qualifying terminations of employment, including death,
disability or a termination of the executive by the Company for a
reason other than "cause".
Employees: To maintain the stability and continuity of the
Company's workforce and minimize distractions arising from the
uncertainty associated with its compensation program, the Company's
annual incentive plan will be converted into an opportunity for the
Company's employees to receive cash retention payments earned on a
quarterly basis over a 12-month period, subject to their continued
employment. The Company and the Board believe the revised
compensation program's emphasis on retention is essential to keep
employees engaged and focused on the tasks necessary to achieve the
Company's short- and long-term goals.
About Washington Prime Group
Headquartered in Columbus Ohio, Washington Prime Group Inc. --
http://www.washingtonprime.com-- is a retail REIT and a recognized
company in the ownership, management, acquisition and development
of retail properties. The Company combines a national real estate
portfolio with its expertise across the entire shopping center
sector to increase cash flow through rigorous management of assets
and provide new opportunities to retailers looking for growth
throughout the U.S. Washington Prime Group is a registered
trademark of the Company.
As of Sept. 30, 2020, the Company had $4.21 billion in total
assets, $3.48 billion in total liabilities, $3.26 million in
redeemable noncontrolling interests, and $727.73 million in total
equity.
* * *
As reported by the TCR on June 3, 2020, Fitch Ratings downgraded
the ratings of Washington Prime Group, Inc. and its operating
partnership, Washington Prime Group, L.P., including the Long-Term
Issuer Default Rating, to 'CCC+' from 'B'. Fitch said the
deterioration of the operating performance of WPG's mall assets and
its capital access has severely limited the company's ability to
navigate coronavirus-related retailer tenant stress.
Moody's Investors Service also downgraded the senior unsecured debt
and corporate family ratings of Washington Prime Group, L.P. to
Caa3 from Caa1. "WPG's Caa3 corporate family rating reflects its
large, geographically diversified portfolio of retail assets, which
includes a mix of enclosed malls (71% of Comp NOI) and open-air
centers (29%) across the US.," Moody's said, according to a TCR
report dated June 1, 2020.
As reported by the TCR on Aug. 27, 2020, S&P Global Ratings lowered
its issuer credit rating on Washington Prime Group Inc. (WPG) to
'CCC' from 'CCC+'. "We believe WPG will likely violate its
financial covenants unless its rent collection and EBITDA
generation materially improve from second quarter and stabilize
over the next few quarters," S&P said.
WC 4811 SOUTH: Seeks to Hire Reed Smith as Bankruptcy Counsel
-------------------------------------------------------------
WC 4811 South Congress LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to employ Reed Smith, LLP
as its bankruptcy counsel.
The firm's services include:
(a) advising the Debtor with respect to its powers and duties
in the continued operation of its business and the management of
its property;
(b) advising the Debtor and taking all necessary actions to
protect and preserve its estates, including the defense of any
actions commenced against the Debtor, the negotiation of disputes
in which the Debtor is involved, and the preparation of objections
to claims filed against the estate;
(c) drafting legal papers;
(d) representing the Debtor in negotiations with creditors and
other parties in interest;
(e) taking all necessary actions in connection with a plan of
reorganization and all related documents; and
(f) performing other legal services necessary to administer
the Debtor's Chapter 11 case, including any general corporate legal
services.
The firm will be paid at these rates:
Michael P. Cooley, Partner $815 per hour
Keith M. Aurzada, Partner $825 per hour
Omar J. Alaniz, Partner $850 per hour
Devan Dal Col, Associate $485 per hour
Shikendra Bedford-Rhea, Paralegal $295 per hour
The firm received a retainer in the amount of $25,000.
As disclosed in court filings, Reed Smith is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Omar J. Alaniz, Esq.
Michael P. Cooley, Esq.
Devan J. Dal Col, Esq.
Reed Smith LLP
2850 N. Harwood, Suite 1500
Dallas, TX 75201
Tel: (469) 680-4200
Fax: (469) 680-4299
About WC 4811 South Congress
Austin, Texas-based WC 4811 South Congress LLC is a single asset
real estate debtor (as defined in 11 U.S.C. Section 101(51B)).
WC 4811 South Congress sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 20-11105) on Oct. 6,
2020. Natin Paul, president of the Debtor's managing member,
signed the petition. At the time of the filing, the Debtor had
estimated assets of between $10 million and $50 million and
liabilities of between $1 million and $10 million.
Judge Tony M. Davis oversees the case.
Fishman Jackson Ronquillo PLLC is the Debtor's legal counsel.
WC 4TH AND COLORADO: Seeks to Hire Reed Smith as Bankruptcy Counsel
-------------------------------------------------------------------
WC 4th and Colorado, LP seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to employ Reed Smith, LLP
as its bankruptcy counsel.
The firm's services include:
(a) advising the Debtor with respect to its powers and duties
in the continued operation of its business and the management of
its property;
(b) advising the Debtor and taking all necessary actions to
protect and preserve its estates, including the defense of any
actions commenced against the Debtor, the negotiation of disputes
in which the Debtor is involved, and the preparation of objections
to claims filed against the estate;
(c) drafting legal papers;
(d) representing the Debtor in negotiations with creditors and
other parties in interest;
(e) taking all necessary actions in connection with a plan of
reorganization and all related documents; and
(f) performing other legal services necessary to administer
the Debtor's Chapter 11 case, including any general corporate legal
services.
The firm will be paid at these rates:
Michael P. Cooley, Partner $815 per hour
Keith M. Aurzada, Partner $825 per hour
Omar J. Alaniz, Partner $850 per hour
Devan Dal Col, Associate $485 per hour
Shikendra Bedford-Rhea, Paralegal $295 per hour
The firm received a retainer in the amount of $25,000.
As disclosed in court filings, Reed Smith is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Omar J. Alaniz, Esq.
Michael P. Cooley, Esq.
Devan J. Dal Col, Esq.
Reed Smith LLP
2850 N. Harwood, Suite 1500
Dallas, TX 75201
Tel: (469) 680-4200
Fax: (469) 680-4299
About WC 4th and Colorado
WC 4th and Colorado, LP, is an Austin, Texas-based single asset
real estate debtor (as defined in 11 U.S.C. Section 101(51B)).
WC 4th and Colorado sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W. D. Texas Case No. 20-10881) on Aug. 4,
2020. Brian Elliot, authorized agent, signed the petition. At the
time of the filing, the Debtor had estimated assets of between $10
million and $50 million and liabilities of between $1 million and
$10 million.
Mark Ralston, Esq., is the Debtor's legal counsel.
WC CUSTER CREEK: Seeks to Hire Reed Smith as Bankruptcy Counsel
---------------------------------------------------------------
WC Custer Creek Center Property, LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Texas to employ Reed
Smith, LLP as its bankruptcy counsel.
The firm's services include:
(a) advising the Debtor with respect to its powers and duties
in the continued operation of its business and the management of
its property;
(b) advising the Debtor and taking all necessary actions to
protect and preserve its estates, including the defense of any
actions commenced against the Debtor, the negotiation of disputes
in which the Debtor is involved, and the preparation of objections
to claims filed against the estate;
(c) drafting legal papers;
(d) representing the Debtor in negotiations with creditors and
other parties in interest;
(e) taking all necessary actions in connection with a plan of
reorganization and all related documents; and
(f) performing other legal services necessary to administer
the Debtor's Chapter 11 case, including any general corporate legal
services.
The firm will be paid at these rates:
Michael P. Cooley, Partner $815 per hour
Keith M. Aurzada, Partner $825 per hour
Omar J. Alaniz, Partner $850 per hour
Devan Dal Col, Associate $485 per hour
Shikendra Bedford-Rhea, Paralegal $295 per hour
The firm received a retainer in the amount of $25,000.
As disclosed in court filings, Reed Smith is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Omar J. Alaniz, Esq.
Michael P. Cooley, Esq.
Devan J. Dal Col, Esq.
Reed Smith LLP
2850 N. Harwood, Suite 1500
Dallas, TX 75201
Tel: (469) 680-4200
Fax: (469) 680-4299
About WC Custer Creek Center Property
Austin, Texas-based WC Custer Creek Center Property, LLC filed a
Chapter 11 petition (Bankr. W.D. Texas Case No. 20-11202) on Nov.
2, 2020. Natin Paul, manager, signed the petition.
In its petition, the Debtor was estimated to have $10 million to
$50 million in assets and $1 million to $10 million in
liabilities.
Judge Tony M. Davis oversees the case.
The Debtor tapped Fishman Jackson Ronquillo, PLLC and Reed Smith
LLP as its legal counsel. Columbia Consulting Group, PLLC is the
Debtor's financial advisor.
WC TEAKWOOD: Seeks to Hire Reed Smith as Bankruptcy Counsel
-----------------------------------------------------------
WC Teakwood Plaza, LLC seeks authority from the U.S. Bankruptcy
Court for the Western District of Texas to employ Reed Smith, LLP
as its bankruptcy counsel.
The firm's services include:
(a) advising the Debtor with respect to its powers and duties
in the continued operation of its business and the management of
its property;
(b) advising the Debtor and taking all necessary actions to
protect and preserve its estates, including the defense of any
actions commenced against the Debtor, the negotiation of disputes
in which the Debtor is involved, and the preparation of objections
to claims filed against the estate;
(c) drafting legal papers;
(d) representing the Debtor in negotiations with creditors and
other parties in interest;
(e) taking all necessary actions in connection with a plan of
reorganization and all related documents; and
(f) performing other legal services necessary to administer
the Debtor's Chapter 11 case, including any general corporate legal
services.
The firm will be paid at these rates:
Michael P. Cooley, Partner $815 per hour
Keith M. Aurzada, Partner $825 per hour
Omar J. Alaniz, Partner $850 per hour
Devan Dal Col, Associate $485 per hour
Shikendra Bedford-Rhea, Paralegal $295 per hour
The firm received a retainer in the amount of $25,000.
As disclosed in court filings, Reed Smith is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Omar J. Alaniz, Esq.
Michael P. Cooley, Esq.
Devan J. Dal Col, Esq.
Reed Smith LLP
2850 N. Harwood, Suite 1500
Dallas, TX 75201
Tel: (469) 680-4200
Fax: (469) 680-4299
About WC Teakwood Plaza
Based in Austin, Texas, WC Teakwood Plaza LLC is primarily engaged
in renting and leasing real estate properties.
WC Teakwood Plaza sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Texas Case No. 20-11104) on Oct. 6,
2020. Natin Paul, president of th Debtor's managing member, signed
the petition. At the time of the filing, the Debtor had estimated
assets of between $10 million and $50 million and liabilities of
between $1 million and $10 million.
Judge Tony M. Davis oversees the case.
The Debtor tapped Fishman Jackson Ronquillo PLLC and Reed Smith LLP
as its bankruptcy counsel.
[*] Pinkas to Chair Greenberg Traurig's NY Bankruptcy Practice
--------------------------------------------------------------
Veteran restructuring attorney Oscar N. Pinkas has joined global
law firm Greenberg Traurig, LLP as Chair of the firm's New York
Restructuring & Bankruptcy Practice. Pinkas is known for advising
clients worldwide -- both in and out of court -- in connection with
underperforming, distressed, workout, receivership, insolvency, and
bankruptcy situations.
"During one of the most challenging times in modern history,
Greenberg Traurig just concluded another record year of revenue and
profits. As always, we look for opportunity in crisis and change.
Financial discipline, a steady hand, a clear unified message, and
our unique culture and core beliefs of respect, empowerment,
collaboration, and trust, have allowed us to endure and recruit
highly-skilled lawyers, like Oscar, who want to be part of
Greenberg Traurig's winning recipe," said Richard A. Rosenbaum,
Greenberg Traurig's Executive Chairman. "Oscar will play a key role
in the firm's Restructuring & Bankruptcy Practice, working closely
in New York with longstanding shareholder and now Vice Chair of the
New York Restructuring & Bankruptcy Practice, Nathan A. Haynes, as
well as our deep bench of private equity, corporate, real estate,
tax, and finance lawyers, guiding clients through the entire life
cycle of their investments, both in the United States and
globally."
"Joining Greenberg Traurig's highly respected Restructuring &
Bankruptcy Practice provides a real opportunity to grow my global
practice, including by continuing to serve clients in the M&A,
private equity, and finance space," Pinkas said. "I look forward
to leveraging GT's transactional core and worldwide platform of
multi-disciplinary attorneys to serve clients whenever and
wherever."
A former leader in Dentons' Restructuring, Insolvency & Bankruptcy
Practice, Pinkas will serve Greenberg Traurig clients by drawing on
his wide range of experience handling strategic, operational, or
financial issues – particularly with an emphasis on mergers and
acquisitions and equity or debt financing transactions. He
represents investors, purchasers, lenders/agents, indenture
trustees, estate fiduciaries, committees, and debtors.
"Greenberg Traurig New York welcomes Oscar, a strategic problem
solver whom we know will add great dimension to our Restructuring &
Bankruptcy Practice and enhance the resources of our corporate and
private equity teams," said Ejim Peter Achi and Scott J. Bornstein,
Co-Managing Shareholders of Greenberg Traurig's New York office, in
a joint statement.
"Oscar's multi-faceted experience and stellar reputation for
handling the most complex, unique, and sensitive legal matters with
creativity and practicality will be a tremendous asset to our
clients," said Shari L. Heyen and David B. Kurzweil, Co-Chairs of
Greenberg Traurig's global Restructuring & Bankruptcy Practice, in
a joint statement. "He understands how to proactively help clients
resolve and take advantage of opportunities that may arise in
complex distress situations."
Pinkas has led numerous prominent engagements for clients in recent
cases and matters, including bebe stores, Deluxe Entertainment,
Dura Automotive Systems, Global A&T Electronics, Magnetation,
Mesabi Metallics, Ranger Offshore, Sanjel, Vivus, and Walter
Energy.
An Advisory Board Member of the American Bankruptcy Institute,
Pinkas has been honored with numerous recognitions. He was named a
"40 Under 40 Leader in Insolvency" by the American Bankruptcy
Institute; an "Emerging Leader in M&A Financing and Turnaround" by
The M&A Advisor; a "Top 50 Rising Star Dealmaker in the Americas"
by Global M&A Network; a Top Rated Bankruptcy Attorney by Super
Lawyers; and a "Top Attorney Under 40" by Bankruptcy Law360.
Frequently sought out by media and industry leaders for commentary
on cases and important business topics, Pinkas regularly speaks on
panels regarding his areas of practice. He also authors articles
on the impact of significant changes in the law, including more
than 20 articles in the ABI Journal, New York Law Journal, Law360,
ABF Journal, and Private Debt Investor.
Pinkas received his J.D. from Seton Hall University School of Law;
his MBA with honors from Solvay Business School, Université Libre
de Bruxelles; and a B.A. in Economics from Rollins College.
About Greenberg Traurig's Restructuring & Bankruptcy Practice:
Greenberg Traurig's internationally recognized Restructuring &
Bankruptcy Practice provides clients with deep insight and
knowledge acquired over decades of advisory and litigation
experience. The team has a broad and diverse range of experience
developing creative and effective solutions to the highly complex
issues that arise in connection with in- and out-of-court
reorganizations, restructurings, workouts, liquidations, and
distressed acquisitions and sales. Using a multidisciplinary
approach, the firm's vast resources and invaluable business
network, the team helps companies navigate challenging times and
address the full range of issues that can arise in the course of
their own restructurings or dealings with other companies in
distress.
About Greenberg Traurig, LLP
Greenberg Traurig, LLP (GT) -- http://www.gtlaw.com/-- has
approximately 2200 attorneys in 40 locations in the United States,
Latin America, Europe, Asia, and the Middle East. GT has been
recognized for its philanthropic giving, diversity, and innovation,
and is consistently among the largest firms in the U.S. on the
Law360 400 and among the Top 20 on the Am Law Global 100. The firm
is net carbon neutral with respect to its office energy usage and
Mansfield Rule 3.0 Certified.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Maxim Edward Shishlyannikov
Bankr. N.D. Cal. Case No. 21-30112
Chapter 11 Petition filed February 9, 2021
In re Mustang Mining Company, LLC
Bankr. N.D. Tex. Case No. 21-30257
Chapter 11 Petition filed February 9, 2021
See
https://www.pacermonitor.com/view/K2PHPJI/Mustang_Mining_Company_LLC__txnbke-21-30257__0001.0.pdf?mcid=tGE4TAMA
represented by: Stephanie D. Curtis, Esq.
CURTIS | CASTILLO PC
E-mail: scurtis@curtislaw.net
In re Vinmak RE Holdings 11, LLC
Bankr. N.D. Cal. Case No. 21-40194
Chapter 11 Petition filed February 10, 2021
See
https://www.pacermonitor.com/view/SSUDDTA/Vinmak_RE_Holdings_11_LLC__canbke-21-40194__0001.0.pdf?mcid=tGE4TAMA
represented by: Rryan C. Wood, Esq.
LAW OFFICES OF RYAN W. WOOD, INC.
E-mail: ryan@westcoastbk.com
In re AGV Partners, Inc.
Bankr. M.D. Fla. Case No. 21-00647
Chapter 11 Petition filed February 11, 2021
See
https://www.pacermonitor.com/view/HQGBJ5A/AGV_Partners_Inc__flmbke-21-00647__0001.0.pdf?mcid=tGE4TAMA
represented by: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
E-mail: All@tampaesq.com
In re Phase III Building Supplies, Inc.
Bankr. N.D. Fla. Case No. 21-10023
Chapter 11 Petition filed February 11, 2021
See
https://www.pacermonitor.com/view/I53JMZY/Phase_III_Building_Supplies_Inc__flnbke-21-10023__0001.0.pdf?mcid=tGE4TAMA
represented by: Jason A. Burgess, Esq.
THE LAW OFFICES OF JASON A. BURGESS, LLC
E-mail: jason@jasonAburgess.com
In re 196 Capital Corp
Bankr. S.D. Fla. Case No. 21-11322
Chapter 11 Petition filed February 11, 2021
See
https://www.pacermonitor.com/view/QKESJRQ/196_Capital_Corp__flsbke-21-11322__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Norman C. Bijou and Virginia R. Bijou
Bankr. E.D. La. Case No. 21-10188
Chapter 11 Petition filed February 11, 2021
represented by: Robert L. Marrero, Esq.
ROBERT MARRERO, LLC
In re YS Homes, LLC
Bankr. D. Md. Case No. 21-10874
Chapter 11 Petition filed February 11, 2021
See
https://www.pacermonitor.com/view/7FSVFFQ/YS_Homes_LLC__mdbke-21-10874__0001.0.pdf?mcid=tGE4TAMA
represented by: Richard M. Goldberg, Esq.
SHAPIRO SHER GUINOT & SANDLER
E-mail: rmg@shapirosher.com
In re Sang H. Shin DMD PC
Bankr. S.D. Tex. Case No. 21-30554
Chapter 11 Petition filed February 11, 2021
See
https://www.pacermonitor.com/view/47CARRI/SANG_H_SHIN_DMD_PC__txsbke-21-30554__0001.0.pdf?mcid=tGE4TAMA
represented by: Samuel L. Milledge, Sr., Esq.
THE MILLEDGE LAW FIRM, PLLC
E-mail: milledge@milledgelaw.com
In re Cornus Montessori, LLC
Bankr. E.D. Va. Case No. 21-10213
Chapter 11 Petition filed February 11, 2021
See
https://www.pacermonitor.com/view/436BFOA/Cornus_Montessori_LLC__vaebke-21-10213__0001.0.pdf?mcid=tGE4TAMA
represented by: Christopher L. Rogan, Esq.
ROGANMILLERZIMMERMAN, PLLC
E-mail: crogan@RMZLawFirm.com
In re Lloyd W. Telford
Bankr. E.D. Va. Case No. 21-10216
Chapter 11 Petition filed February 11, 2021
represented by: Madeline Trainor, Esq.
In re Corey Craig Williams and Heidi Lynn Williams
Bankr. W.D. Wash. Case No. 21-10287
Chapter 11 Petition filed February 11, 2021
represented by: Craig S. Sternberg, Esq.
In re Michael Gargan
Bankr. C.D. Cal. Case No. 21-10362
Chapter 11 Petition filed February 12, 2021
represented by: Michael Jones, Esq.
In re Rockville Tag & Title LLC
Bankr. D. Md. Case No. 21-10879
Chapter 11 Petition filed February 12, 2021
See
https://www.pacermonitor.com/view/IELTLYY/Rockville_Tag__Title_LLC__mdbke-21-10879__0001.0.pdf?mcid=tGE4TAMA
represented by: Richard Rosenblatt, Esq.
LAW OFFICES OF RICHARD B. ROSENBLATT, PC
E-mail: rrosenblatt@rosenblattlaw.com
In re Anna & Vasilies Inc.
Bankr. D. Md. Case No. 21-10892
Chapter 11 Petition filed February 12, 2021
See
https://www.pacermonitor.com/view/5LOYPCY/Anna__Vasilies_Inc__mdbke-21-10892__0001.0.pdf?mcid=tGE4TAMA
represented by: Gary S. Poretsky, Esq.
PHOENIX LAW GROUP, LLC
E-mail: gary@plgmd.com
In re 188th Brenwal Ave. Development, LLC
Bankr. D.N.J. Case No. 21-11182
Chapter 11 Petition filed February 12, 2021
See
https://www.pacermonitor.com/view/BZW575I/188th_Brenwal_Ave_Development__njbke-21-11182__0001.0.pdf?mcid=tGE4TAMA
represented by: Andrew J. Kelly, Esq.
THE KELLY FIRM, P.C.
E-mail: akelly@kbtlaw.com
In re Ajit Cab Corp.
Bankr. E.D.N.Y. Case No. 21-40348
Chapter 11 Petition filed February 12, 2021
See
https://www.pacermonitor.com/view/X7YCGSQ/AJIT_CAB_CORP__nyebke-21-40348__0001.0.pdf?mcid=tGE4TAMA
represented by: Karamvir Dahiya, Esq.
DAHIYA LAW OFFICES, LLC
E-mail: karam@bankruptcypundit.com
In re Kapur Thala Cab Corp.
Bankr. E.D.N.Y. Case No. 21-40349
Chapter 11 Petition filed February 12, 2021
See
https://www.pacermonitor.com/view/XZ3GSDA/KAPUR_THALA_CAB_CORP__nyebke-21-40349__0001.0.pdf?mcid=tGE4TAMA
represented by: Karamvir Dahiya, Esq.
DAHIYA LAW OFFICES, LLC
E-mail: karam@bankruptcypundit.com
In re Raju Cab Corp.
Bankr. E.D.N.Y. Case No. 21-40350
Chapter 11 Petition filed February 12, 2021
See
https://www.pacermonitor.com/view/UGH2AOY/RAJU_CAB_CORP__nyebke-21-40350__0001.0.pdf?mcid=tGE4TAMA
represented by: Karamvir Dahiya, Esq.
DAHIYA LAW OFFICES, LLC
E-mail: karam@bankruptcypundit.com
In re TS Gill Cab Corp.
Bankr. E.D.N.Y. Case No. 21-40351
Chapter 11 Petition filed February 12, 2021
See
https://www.pacermonitor.com/view/UD7S5VQ/TS_GILL_CAB_CORP__nyebke-21-40351__0001.0.pdf?mcid=tGE4TAMA
represented by: Karamvir Dahiya, Esq.
DAHIYA LAW OFFICES, LLC
E-mail: karam@bankruptcypundit.com
In re Sean Michael Kelly and Nicole Lynn Kelly
Bankr. W.D. Pa. Case No. 21-20300
Chapter 11 Petition filed February 12, 2021
represented by: David Z. Valencik, Esq.
CALAIARO VALENCIK
E-mail: dvalencik@c-vlaw.com
In re Kriesel Rentals, LLC
Bankr. W.D. Wisc. Case No. 21-10265
Chapter 11 Petition filed February 12, 2021
See
https://www.pacermonitor.com/view/3R3SCQQ/Kriesel_Rentals_LLC__wiwbke-21-10265__0001.0.pdf?mcid=tGE4TAMA
represented by: Joshua D. Christianson, Esq.
CHRISTIANSON & FREUND, LLC
E-mail: lawfirm@cf.legal
In re Guy Harlin Hovander
Bankr. W.D. Wash. Case No. 21-10313
Chapter 11 Petition filed February 12, 2021
In re Wilson DuMornay
Bankr. S.D. Fla. Case No. 21-11459
Chapter 11 Petition filed February 15, 2021
represented by: Ido Alexander, Esq.
In re Marta D Savic
Bankr. N.D. Cal. Case No. 21-50192
Chapter 11 Petition filed February 16, 2021
represented by: David Boone, Esq.
In re David A. Deden
Bankr. D. Colo. Case No. 21-10739
Chapter 11 Petition filed February 16, 2021
represented by: Thomas Ridgely, Esq.
In re 4uweprint, LLC
Bankr. M.D. Fla. Case No. 21-00664
Chapter 11 Petition filed February 16, 2021
See
https://www.pacermonitor.com/view/NZSACPY/4uweprint_LLC__flmbke-21-00664__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Martin Carpenter's Air Conditioning and Heating, Inc.
Bankr. M.D. Fla. Case No. 21-00722
Chapter 11 Petition filed February 16, 2021
See
https://www.pacermonitor.com/view/UN7NT3I/Martin_Carpenters_Air_Conditioning__flmbke-21-00722__0001.0.pdf?mcid=tGE4TAMA
represented by: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
E-mail: All@tampaesq.com
In re Peter Etney Williams and Paulette Angela Williams
Bankr. M.D. Fla. Case No. 21-00657
Chapter 11 Petition filed February 16, 2021
represented by: Wayne Spivak, Esq.
In re Betty Clarke Dixon
Bankr. S.D. Fla. Case No. 21-11479
Chapter 11 Petition filed February 16, 2021
represented by: Claudette Brevitt-Schoop, Esq.
In re SB Starlight Property LLC
Bankr. S.D. Fla. Case No. 21-11473
Chapter 11 Petition filed February 16, 2021
See
https://www.pacermonitor.com/view/IR7SJZA/SB_Starlight_Property_LLC__flsbke-21-11473__0001.0.pdf?mcid=tGE4TAMA
represented by: Peter Spindel, Esq.
PETER SPINDEL, ESQ.
E-mail: peterspindel@gmail.com
In re Brent Wes Malnack and Marcia Louise Booth-Malnack
Bankr. D. Neb. Case No. 21-80127
Chapter 11 Petition filed February 16, 2021
represented by: Michael Eversden, Esq.
In re Faith Acquisitions, LLC
Bankr. D.N.J. Case No. 21-11270
Chapter 11 Petition filed February 16, 2021
See
https://www.pacermonitor.com/view/JINROSY/Faith_Acquisitions_LLC__njbke-21-11270__0001.0.pdf?mcid=tGE4TAMA
represented by: Andrew J. Kelly, Esq.
THE KELLY FIRM, P.C.
E-mail: akelly@kbtlaw.com
In re Gwendolyn Charlene Blue
Bankr. M.D.N.C. Case No. 21-80059
Chapter 11 Petition filed February 16, 2021
In re Robreto Otilio Maldonado Nieves
Bankr. D.P.R. Case No. 21-00459
Chapter 11 Petition filed February 16, 2021
represented by: Teresa Lube Capo, Esq.
*********
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
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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
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available at your local bookstore or through Amazon.com. Go to
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Monthly Operating Reports are summarized in every Saturday edition
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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.
*********
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