/raid1/www/Hosts/bankrupt/TCR_Public/210513.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, May 13, 2021, Vol. 25, No. 132
Headlines
2018 BLUE ISLAND: July 1 Plan & Disclosure Hearing Set
ABRAXAS PETROLEUM: Widens Net Loss to $184.5 Million in 2020
ACASTI PHARMA: Signs Deal to Acquire Grace Therapeutics
ADMIRAL PROPERTY: Files Notice on Auction Sale of Queens Property
ADMIRAL PROPERTY: Sets Bidding Procedures for Queens Property
AIRPORT VAN RENTAL: Wins Cash Collateral Access Thru June 30
AL NGPL HOLDINGS: Moody's Affirms Ba3 CFR, Outlook Stable
ALLIE'S PARTY: Wins Cash Collateral Access
ALLIED ESPORTS: Frank Ng Quits as Director
ALPHATEC HOLDINGS: Incurs $22.9 Million Net Loss in First Quarter
APOLLO ENDOSURGERY: Signs Separation Deal With U.S. Sales VP
AT HOME GROUP: Signs $2.8B Acquisition Deal With Hellman & Friedman
ATLANTIC STREET: Plan of Reorganization Confirmed by Judge
AUTO PLAZA: Case Summary & 20 Largest Unsecured Creditors
AUTOMOTORES GILDEMEISTER: Gets OK to Hire Investment Bankers
AUTOMOTORES GILDEMEISTER: Hires Bruzzone & Gonzalez as Tax Counsel
AUTOMOTORES GILDEMEISTER: Taps Cariola Diez as Chilean Counsel
AUTOMOTORES GILDEMEISTER: Taps Cleary Gottlieb as Lead Counsel
AVALANCHE COMPANY: Taps Scott Peck as Tax Preparer
AVINGER INC: Posts $6.1 Million Net Loss in First Quarter
BEST VIEW: Seeks to Hire Integra Realty as Appraiser
BLUE STAR: Appoints Silvia Alana as Chief Financial Officer
BMSL MANAGEMENT: Court Approves Amended Disclosure Statement
BOY SCOUTS: Claimant E.G.W. Opposes Disclosure Statement
BY CHLOE: PE Firms Tried to Profit From Her IP, Says Coscarelli
CAMBER ENERGY: Delays Filing of 2020 Annual Report
CARBONLITE RECYCLING: Bid Protections for DAK Americas Approved
CARBONYX INC: Unsecureds to Get $990K in Sunshine Plan
CARIBBEAN COMMERCIAL: Asks Court to Leave Chapter 11 Behind
CENTURY ALUMINUM: Widens Net Loss to $140 Million in First Quarter
CHARTER NEXT: KKR & Leonard Green LBO No Impact on Moody's B3 CFR
CONNECTIONS COMMUNITY: Hires Omni as Administrative Agent
CONNECTIONS COMMUNITY: Taps Robert Katz of EisnerAmper as CRO
CONNECTIONS COMMUNITY: Taps SSG Advisors as Investment Banker
COSI INC: Wins Quick Case Dismissal for Federal Relief Fund
CTI BIOPHARMA: Incurs $17.3 Million Net Loss in First Quarter
CUENTAS INC: Incurs $1.7 Million Net Loss in First Quarter
CYPRUS MINES: To Depose Ch. 11 Claims Representative Candidates
DELCATH SYSTEMS: All Four Proposals Passed at Annual Meeting
DEXKO GLOBAL: Moody's Alters Outlook on B2 CFR to Stable
DIFFUSION PHARMACEUTICALS: Incurs $4.6M Net Loss in First Quarter
DIFFUSION PHARMACEUTICALS: Receives Nasdaq Noncompliance Notice
DOUGLAS DYNAMICS: Moody's Affirms B1 CFR & Alters Outlook to Pos.
ENERY ALLOYS: Estate Files Liquidating Plan After Assets Sale
ENRAMADA PROPERTIES: Court Denies OK of Disclosure Statement
EQT CORP: Fitch Assigns BB+ Rating on Proposed Senior Unsec. Notes
FF FUND: Equity Holders Question Adequacy of Disclosure Statement
FF FUND: SEC Objects to First Amended Plan
FLORIDA DEVELOPMENT: Fitch Withdraws B+ Rating on 2010B Bonds
FORUM ENERGY: Incurs $29.7 Million Net Loss in First Quarter
GENERAL CANNABIS: Steven Gutterman Quits as CEO, Director
GI DYNAMICS: Incurs $2.4 Million Net Loss in First Quarter
GLACIAL MATERIALS: Court OKs Disclosure Statement
GREENSILL CAPITAL: Committee Retracts Plea to File Docs Under Seal
HAVEN CAMPUS: Case Summary & 20 Largest Unsecured Creditors
HCA INC: Fitch Raises LongTerm IDR to 'BB+', Outlook Stable
HERBALIFE NUTRITION: Moody's Rates New $500MM Unsecured Notes 'B1'
HERMITAGE OFFSHORE: Unsecureds Share Pro-Rata in Recovery Fund
ICAN BENEFIT: Wins Cash Collateral Access Thru June 19
INVESTVIEW INC: Unveils Transformational Acquisitions to Expand Biz
ION GEOPHYSICAL: Incurs $7.3 Million Net Loss in First Quarter
ION GEOPHYSICAL: Two Board Members Resign
IRONWOOD FINANCIAL: Wins Cash Collateral Access Thru June 1
ISLET SCIENCES: Unsecureds to Get 1.5% Equity in Reorganized Debtor
KADMON HOLDINGS: Incurs $28.4 Million Net Loss in First Quarter
KLX ENERGY: Reduces Board Size to Seven Members
KNOW LABS: Incurs $5.4 Million Net Loss in Second Quarter
KWK INC: Seeks Cash Collateral Access
LAW OFFICES OF BRIAN WITZER : Taps Jennifer Liu as Accountant
MAJESTIC HILLS: June 10 Disclosure Statement Hearing Set
MAX FINE FURNITURE: Plan Confirmation Hearing Moved to June 24
MERCY HOSPITAL: Bankruptcy Dismissal Hearing Moved to May 14, 2021
MONARCH GROUP: Insiders to Recover Claims Pro-Rata in 12 Payments
MY SIZE: Raises $460K From Additional Stock Offering
NATIONAL RIFLE ASSOCIATION: Bankruptcy Case Dismissed by Judge
NATIONAL RIFLE ASSOCIATION: NYAG Touts Dismissal of Case
NINE POINT ENERGY: Claims Filing Deadline Set for May 27
NORTHERN OIL: Incurs $90.4 Million Net Loss in First Quarter
NSITE VENTURES: Court Approves Disclosure Statement
OPTION CARE: Incurs $2.9 Million Net Loss in First Quarter
PAPER SOURCE: Elliott to Buy Business for At Least $91.5 MIllion
POLAR US BORROWER: Moody's Rates New $300M Unsecured Notes 'Caa2'
PREFERRED EQUIPMENT: Wins Cash Collateral Access Thru May 28
PRODUCERS INC: FD Parties Say Plan Violates Settlement
PURDUE PHARMA: Peter W. Jackson Says Plan Facially Unconfirmable
PURDUE PHARMA: Unsecureds Get Pro-rata Share Under 2nd Amended Plan
RAYNOR SHINE SERVICES: U.S. Trustee Says Discl. Statement Deficient
ROLLING HILLS: Seeks to Hire Realty Exchange as Broker
ROMANS HOUSE: PCO Susan Goodman Submits First Report
SALEM COUNTY: Moody's Rates 2021 Guaranteed Refunding Bonds 'Ba2'
SALEM MEDIA: Posts $323K Net Income in First Quarter
SAN ISABEL TELECOM: Case Summary & 20 Largest Unsecured Creditors
SANTA CLARITA: Blue Ox Says Plan Attempts to Stave Off Foreclosure
SOUND INPATIENT: Moody's Alters Outlook on B1 CFR to Stable
SOUTHERN PRODUCE: $10K Sale of 71-Acre Faison Asset to Cottle OK'd
SOUTHERN PRODUCE: Privately Selling Faison Real Property for $6K
SPRY PUBLISHING: Taps Stevenson & Bullock as Legal Counsel
STREAM TV NETWORKS: To Reclaim Assets for Chapter 11 Reorganization
SUGARLOAF HOLDINGS: Trustee's Sale of Pahvant & Mascaro Claims OK'd
SUITABLE TECHNOLOGIES: Bid to Seek Plan Votes Approved
SUITABLE TECHNOLOGIES: June 18 Plan Confirmation Hearing Set
SUITABLE TECHNOLOGIES: Unsecureds to Recover 35% in Plan Settlement
TECHNICAL COMMUNICATIONS: Reports $329K Net Loss for Second Quarter
TEKNIA NETWORKS: Unsecureds to Share Pro-Rata of Disposable Income
TITAN INTERNATIONAL: Completes Redemption of 6.5% Sr. Secured Notes
TITAN INTERNATIONAL: Posts $13.2-Mil. Net Income in First Quarter
TOWNE & TERRACE: Case Summary & 16 Unsecured Creditors
TRI-STATE SPORTS: Court Approves Disclosure Statement
TRILOGY INTERNATIONAL: Fitch Affirms 'CCC+' LongTerm IDR
TWINS SPECIAL: Taps Scott Peck CPA as Tax Preparer
UNIVERSAL HEALTH: Fitch Affirms 'BB+' LT IDR, Outlook Stable
URBAN MEDICAL: Patient Care Ombudsman Files 4th Interim Report
VIRTUS INVESTMENT: Moody's Raises CFR to Ba1, Outlook Stable
WESTERN HERITAGE: July 1 Plan Confirmation Hearing Set
WILDFIRE INC: Stipulation on Cash Collateral Access OK'd
WOOD COUNTY HOSPITAL: Moody's Affirms Ba3 Rating on $54MM Debt
WORKHORSE GRADING: Files Emergency Bid to Use Cash Collateral
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
2018 BLUE ISLAND: July 1 Plan & Disclosure Hearing Set
------------------------------------------------------
Debtor 2018 Blue Island, LLC, filed a motion for the Entry of an
Order Scheduling a Combined Hearing on the Adequacy of a Disclosure
Statement and for the Confirmation of a Plan of Liquidation. On May
11, 2021, Judge David D. Cleary ordered that:
* May 20, 2021, is the deadline for the Debtor to file and
serve a copy of the proposed Disclosure Statement and Plan
(including, without limitation, ballots, notice of voting and all
deadlines) on all creditors and parties-in-interest.
* July 1, 2021, at 9:30 a.m. is the combined hearing on
approval of the Disclosure Statement and confirmation of the Plan.
* June 21, 2021, at 5:00 p.m., is the deadline to file
Objections to the approval of the Disclosure Statement and/or
confirmation of the Plan.
* June 23, 2021, is the deadline for the Debtor to file a
proposed order approving the Disclosure Statement and confirming
the Plan.
* June 28, 2021, at 5:00 p.m., is the deadline to file ballots
for the acceptance or rejection of the plan.
* June 28, 2021, is the deadline to file responses to any
Objections to approval of Disclosure Statement or confirmation of
the Plan.
A full-text copy of the order dated May 11, 2021, is available at
https://bit.ly/3bhG5YQ from PacerMonitor.com at no charge.
The Debtor is represented by:
Kevin H. Morse, Esq.
Michael B. Bregman, Rsq.
CLARK HILL PLC
130 East Randolph Street, Suite 3900
Chicago, IL 60601
Tel: (312) 985-5595
Fax: (312) 985-5984
Email: kmorse@clarkhill.com
mbregman@clarkhill.com
About 2018 Blue Island
2018 Blue Island, LLC sought Chapter 11 protection (Bankr. N.D.
Ill. Case No. 20-21563) on Dec. 15, 2020. The case is assigned to
Judge Jacqueline P. Cox. The petition was signed by Andrew Belew,
president, Better Housing Foundation, Inc., as manager. The Debtor
estimated assets and liabilities in the range of $10 million to $50
million. The Debtor tapped Kevin H. Morse, Esq., at Clark Hill PLC,
as counsel.
ABRAXAS PETROLEUM: Widens Net Loss to $184.5 Million in 2020
------------------------------------------------------------
Abraxas Petroleum Corporation filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $184.52 million on $43.04 million of total revenue for the
year ended Dec. 31, 2020, compared to a net loss of $65 million on
$129.15 million of total revenue for the year ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $157.76 million in total
assets, $230.73 million in total liabilities, and a total
stockholders' deficit of $72.97 million.
San Antonio, Texas-based ADKF, P.C., the Company's auditor since
2020, issued a "going concern" qualification in its report dated
May 6, 2021, citing that the Company has not satisfied certain
covenants under its first lien credit facility as of Dec. 31, 2020
which represents an event of default. Additionally, the company
does not anticipate maintaining compliance with all of its credit
facilities over the next twelve months. These matters raise
substantial doubt about the Company's ability to continue as a
"going concern".
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/867665/000143774921011204/axas20201231_10k.htm
About Abraxas
San Antonio, TX-based Abraxas Petroleum Corporation --
www.abraxaspetroleum.com -- is an independent energy company
primarily engaged in the acquisition, exploration, development and
production of oil and gas.
ACASTI PHARMA: Signs Deal to Acquire Grace Therapeutics
-------------------------------------------------------
Acasti Pharma Inc. has entered into a definitive agreement to
acquire Grace Therapeutics, Inc., a privately held emerging
biopharmaceutical company focused on developing innovative drug
delivery technologies for the treatment of rare and orphan
diseases. Subject to the completion of the Proposed Transaction,
Acasti will acquire Grace's pipeline of drug candidates addressing
critical unmet medical needs with the potential to deliver
significant value to patients and providers. It is anticipated
that the cash at closing of about $64 million will be principally
used to pursue the clinical development of the first two assets
through Phase 3, and further advance earlier pipeline assets into
the clinic. The Proposed Transaction has been approved by the
boards of directors of both companies and is supported by Grace
shareholders through voting and lock-up agreements with the
Company. The transaction remains subject to approval of Acasti
stockholders, as well as applicable stock exchanges.
The Company has posted a presentation summarizing key highlights of
the transaction, which is available on both the Acasti and Grace
websites. Acasti plans to file the required Form S-4 proxy
statement with the U.S. Securities & Exchange Commission, which
will include detailed disclosures regarding the transaction.
Following the filing of the required Form S-4, Acasti and Grace
management plan to host an investor conference call to further
discuss the anticipated benefits of the acquisition and answer
investor questions. Acasti will call a shareholder meeting to
approve the transaction following the public filing of the Form S-4
proxy statement. As the Proposed Transaction moves forward, Acasti
continues to evaluate strategic options for value creation from its
existing assets.
In connection with the Proposed Transaction, Acasti will acquire
Grace's entire therapeutic pipeline consisting of three unique
clinical stage and multiple pre-clinical stage assets supported by
an intellectual property portfolio consisting of more than 40
granted and pending patents in various jurisdictions worldwide.
Grace's product candidates aim to improve clinical outcomes by
applying proprietary formulation and drug delivery technologies to
existing pharmaceutical compounds to achieve improvements over the
current standard of care or provide treatment for diseases with no
currently approved therapy. Grace's three lead programs have all
received Orphan Drug Designation1 from the U.S. Food & Drug
Administration (FDA), which could provide up to seven years of
marketing exclusivity in the United States upon FDA's approval of
the New Drug Application (NDA), provided that certain conditions
are met.
Grace's Leading Drug Assets:
GTX-104: Subarachnoid Hemorrhage (SAH) – Intravenous
Infusion
* Clinical stage: PK Bridging study results expected
Q1'22;
Phase 3 Safety Study expected to start enrollment Q3'22.
Product Description: Novel aqueous nanoparticle
formulation of water insoluble nimodipine, that enables a
continuous peripheral IV infusion for rapid and enhanced
bioavailability. Acasti and Grace believe GTX-104 can
potentially improve the management of hypotension and
vasospasm in SAH patients, thereby improving patient
outcomes and potentially preventing death and/or reduce
long-term disability.
* Disease Target: SAH is a rare and life-threatening
medical
emergency in which bleeding occurs over the surface of
the
brain in the subarachnoid space between the brain and
skull. A primary cause of such hemorrhage is rupture of
an aneurysm or ballooning of a weakened blood vessel
wall.
Notably, 10-15% of SAH patients currently die before
reaching hospital and 20% of admitted patients die in
hospital2.
* Target Market: SAH affects approximately 50,000 patients
per year in the U.S.3 with an estimated addressable
market
of over $300 million4. Nimodipine, the current standard
of care for SAH, is only available as an oral capsule and
liquid solution in the U.S., making drug delivery very
difficult particularly when a patient is unconscious.
Oral
nimodipine also has suboptimal absorption when
administered through the gut.
GTX-102: Ataxia-telangiectasia (A-T) - Oral Mucosal Spray
* Clinical stage: PK Study results expected 2H'22; start of
Phase 3 expected 1H'23.
* Product Description: A novel and convenient oral mucosal
spray formulation of betamethasone intended to
significantly improve neurological symptoms of A-T,
including improving clinical assessments of posture and
gait disturbance, and kinetic speech and oculomotor
functions. Currently, there are no FDA approved
pharmacotherapies for A-T. Acasti and Grace also believe
that GTX-102 could ease drug administration for patients
experiencing A-T given its application as a more
convenient, concentrated and metered betamethasone liquid
spray onto the tongue, as these A-T patients typically
have difficulty swallowing6.
* Disease Target: A-T is a progressive, neurodegenerative
genetic disease that primarily impacts children causing
severe disability, for which no treatment currently
exists. A-T affects many parts of the body, including
areas of the brain, causing difficulty with motor
function
and motion. The disease is also associated with
weakening
of the immune system predisposing patients to infection,
and with faulty repair of damaged DNA that may increase
the risk of cancer.
* Target market: A-T affects approximately 4,300 patients
per year in the U.S.8 with an estimated addressable
market
of approximately $150 million.
GTX-101: Post Herpetic Neuralgia (PHN) - Topical Spray
* Clinical Stage: Phase 1 results expected 2H'22; start of
Phase 2 expected 2H'22.
* Product Description: A novel, topical bio-adhesive film-
forming spray of bupivacaine for the treatment of PHN,
which could provide significant benefits over the standard
of care, including greater convenience, and faster onset
and longer action. GTX-101's metered-dose of bupivacaine
spray forms a thin bio-adhesive topical film on the
surface
of the patient's skin, which enables a touch-free, non-
greasy application. No skin sensitivity was reported in
its Phase 1 study.
* Disease Target: PHN is a persistent and often debilitating
neuropathic pain caused by nerve damage from the varicella
zoster virus (shingles). PHN pain varies from mild to
excruciating in severity, and may persist for months and
even years, adversely impacting quality of life and
leading
to social withdrawal and depression. As a result, PHN is
often cited as the leading cause of suicide in chronic
pain
patients over the age of 709.
* Target market: PHN affects approximately 150,000 patients
per year in the U.S.10 with an estimated addressable
market
of approximately $400 million. Current treatment of PHN
most often consists of oral gabapentin and lidocaine
patches, and refractory cases may be prescribed opioids to
address persistent pain. Current lidocaine patches used
for PHN are suboptimal, as these patches are difficult to
use; 40% of patients experience insufficient pain relief,
the analgesic effect could take up to 2 weeks, and many
patients suffer from skin sensitivity and irritation4.
Unlike oral gabapentin and lidocaine patches, Acasti and
Grace believe that the biphasic delivery mechanism of
GTX-
101 has the potential for rapid onset and continuous pain
relief for up to eight hours.
Roddy Carter, chairman of Acasti, commented on the transaction, "We
have diligently pursued a thorough strategic process to evaluate a
range of value-creating alternatives. We believe that combining
Grace's innovative research programs and scientific talent with
Acasti's financial resources and drug development and
commercialization expertise position us to build a portfolio of
innovative therapeutics that will address unmet medical needs. The
Acasti and Grace boards have approved this transaction, which is
also supported by Grace shareholders, and we highly recommend that
our shareholders also approve it."
Jan D'Alvise, chief executive officer of Acasti, stated, "We
believe that Grace's assets represent a transformative opportunity
for Acasti, as their novel drug delivery technologies used to
develop new therapies could improve upon existing compounds with
known safety profiles and provide an attractive path to drug
development and commercialization. We believe Grace's product
portfolio has the potential to provide better patient solutions
with enhanced efficacy, faster onset of action, reduced side
effects, convenient delivery, and increased patient compliance.
For these and other reasons, we are very excited about the
therapeutic potential of Grace’s pipeline, and we believe there
could be significant international licensing and marketing
opportunities for these assets."
Vimal Kavuru, co-founder and chairman of Grace, noted, "Merging
with Acasti is a significant opportunity for Grace, as it allows us
to partner with an experienced team, well-versed in drug
development and commercialization, with a strong commitment to the
highest standards of corporate governance. As a result of the
merger, we anticipate the combined company will have the financial
resources to fund our lead programs to critical value inflection
points. Our board of directors have approved the proposed
transaction with Acasti, which is also supported by Grace's
shareholders."
"We believe our dedication to bringing new, safe and effective
medicines to patient populations where there is significant unmet
medical need is shared by the management and board of Acasti. We
look forward to a successful future together and driving value for
our combined shareholders," noted S. George Kottayil, Ph.D.,
co-founder and chief executive officer of Grace.
Management and Operations
Upon shareholder approval of the Proposed Transaction, the combined
companies will be led by Jan D'Alvise as president and chief
executive officer, and the corporation will continue to maintain
its corporate headquarters in Laval, Quebec, Canada. All Grace
employees will transition to Acasti and they will continue to
maintain an R&D laboratory and commercial presence in North
Brunswick, New Jersey. The new Board of Directors will be composed
of 4 representatives from Acasti and 3 from Grace, with more
details to be provided in the proxy statement.
About the Proposed Transaction
Pending approval by Acasti shareholders as well as applicable stock
exchange approvals, Grace will merge with a new wholly owned
subsidiary of Acasti. Grace stockholders will receive newly issued
Acasti common shares pursuant to an exchange ratio formula set
forth in the definitive agreement. Under the terms of the
definitive agreement, immediately following the consummation of the
Proposed Transaction, Acasti's securityholders on a pro forma basis
would own approximately 55% of the combined company's common
shares, and Grace's securityholders would own approximately 45% of
the combined company's common shares, in each case calculated on a
fully-diluted basis, subject to upward adjustments in favor of
Acasti based on each company's capitalization and net cash balance
as set forth in the definitive agreement, with more details to be
provided in the proxy statement. For illustrative purposes,
assuming no adjustments for each company's capitalization and net
cash balance, and based on 208,375,549 common shares of Acasti
currently issued and outstanding, an aggregate of 170,489,086
common shares of Acasti would be issued to Grace stockholders as
consideration for the Proposed Transaction.
In connection with the entering into the definitive agreement,
Grace stockholders representing substantially all of the
outstanding shares of Grace have entered into voting and lock-up
agreements with the Company pursuant to which they have agreed,
amongst other things to (i) vote their shares of Grace in favor of
the Proposed Transaction, (ii) be subject to lock-up provisions for
a period of 12 months (subject to certain exceptions), and (iii)
support the election of board nominees through to the 2023 annual
general meeting of shareholders.
The Proposed Transaction is expected to close in calendar Q3 of
2021, immediately following approval by Acasti shareholders,
subject to any applicable SEC review and stock exchange approvals,
as well as satisfaction of other closing conditions by each company
specified in the definitive agreement.
Acasti will take steps to regain compliance with Nasdaq's minimum
bid price requirements in connection with the Proposed Transaction,
and if required, would implement a share consolidation.
Oppenheimer & Co. is acting as Acasti's financial advisor for the
Proposed Transaction and Osler, Hoskin & Harcourt, LLP is serving
as its legal counsel. William Blair & Company, LLC is serving as
financial advisor to Grace, with Reed Smith, LLP serving as its
legal counsel.
The Proposed Transaction is an arm's length transaction in
accordance with the policies of the TSX Venture Exchange.
About Acasti Pharma
Acasti -- http://www.acastipharma.com-- is a biopharmaceutical
innovator that has historically focused on the research,
development and commercialization of prescription drugs using OM3
fatty acids delivered both as free fatty acids and
bound-to-phospholipid esters, derived from krill oil. OM3 fatty
acids have extensive clinical evidence of safety and efficacy in
lowering triglycerides in patients with hypertriglyceridemia, or
HTG. CaPre, an OM3 phospholipid therapeutic, was being developed
for patients with severe HTG.
Acasti reported a net loss and total comprehensive loss of $25.51
million for the year ended March 31, 2020, compared to a net loss
and total comprehensive loss of $39.37 million for the year ended
March 31, 2019. As of Sept. 30, 2020, the Company had $13.83
million in total assets, $4.96 million in total liabilities, and
$8.87 million in total shareholders' equity.
KPMG LLP, in Montreal, Canada, the Company's auditor since 2009,
issued a "going concern" qualification in its report dated June 29,
2020, citing that the Corporation has incurred operating losses and
negative cash flows from operations since its inception, and
additional funds will be needed in the future that raise
substantial doubt about its ability to continue as a going concern.
ADMIRAL PROPERTY: Files Notice on Auction Sale of Queens Property
-----------------------------------------------------------------
Admiral Property Group, LLC, filed with the U.S. Bankruptcy Court
for the Eastern District of New York a notice of proposed auction
sale of interest in the real property commonly known as 157 Beach
96th Street, in Queens, New York.
A hearing on the Motion was set for May 11, 2021, at 2:00 p.m. The
Objection Deadline was May 10, 2021.
As of the Petition Date, the Debtor held an interest in the Real
Property in fee simply absolute. The Real Property is
non-residential real property and thus the corporate Debtor does
not reside in it.
The Debtor previously entered into extensive negotiations with Fort
Amsterdam Capital, LLC ("FAC") the secured creditor. As a result
of the negotiations with FAC, the Debtor was able to negotiate a
"carve-out" agreement which agreement was approved by the Court by
an Order dated April 2, 2021.
The Debtor sought and obtained an Order of the Court authorizing
its retention of Rosewood Realty Group to assist it in liquidating
the estate's interest in the Real Property. Rosewood marketed the
Real Property in its customary fashion and obtained a proposed
stalking horse purchaser. However, for reasons which the Debtor has
previously stated, the proposed stalking horse purchaser contract
has been terminated by the Debtor and the Debtor believes that the
auction process proposed will secure the highest and best offer for
the purchase of the Real Property. This will maximize return to
the creditors of the estate.
The successful buyer may be required to enter into a contract of
sale of the Real Property with the Debtor.
The terms of the sale are:
a. The Seller is Admiral Property Group, LLC, the chapter 11
Debtor.
b. The Proposed Purchaser is the party with the highest/best
offer for the purchase of the Real Property and approved by the
Bankruptcy Court.
c. The Property Description is the Real Property as
described.
d. Conveyance is in "all as presently exists" in "as is"
"where is" condition "with all faults." The Debtor makes no
representations or warranties of any sort.
e. The Purchase Price is the amount determined to be the
highest/best offer made.
f. Adjustments are as required.
g. Delivery of Possession is on the date of Closing.
h. Conditions of Closing – The proposed sale is expressly
subject to Bankruptcy Court approval and is subject to
higher/better offers thereupon.
i. Transfer/Recording Fees/Taxes – The proposed purchaser
(Successful Buyer) is solely responsible for the payment of any and
all Transfer/Recording Fees/Taxes in connection with the purchase
of the Real Property.
j. The closing will be at the Debtor's counsel's office, or
another location as agreed by and between the parties
k. Risk of Loss remains the Debtor's until the date of
Closing.
The salient terms of the Bidding Procedures are:
a. Initial Bid: Any bid submissions must also state that the
Bidder is financially able and interested in acquiring the Real
Property for a cash price of not less than $2.25 million plus the
6% buyers' premium, without any contingencies as to financing or
additional due diligence.
b. Deposit: 20% of the Bidder's bid
b. Auction: The Video Auction on May (TBD), 2021 at 11:00 a.m.
(ET) may be recorded and or transcribed. By submitted a Qualified
Bid, each Qualified Bidder consents to the recording of the
Auction.
d. Bid Increments: $25,000
e. The Secured Creditor is deemed to be a Qualified Bidder,
and a bid by it is deemed to be a Qualified Bid and may ultimately
qualify as the Successful Bidder or the Back-up Bidder as provided
for. Additionally, the Secured Creditor may credit bid up to $2
million of its secured claim pursuant to the Stipulated Order
Regarding Secured Claim of Fort Amsterdam Capital, LLC. Any bid
over $2 million by the Secured Credit must be in cash and,
otherwise meet the terms set forth.
It is respectfully requested that the Court authorizes the Debtor
to sell the Real Property free and clear of all liens, claims,
encumbrances and other interests with such liens, claims,
encumbrances and other interests to attach to the proceeds of the
sale. The subject Real Property will be sold "as is" with all
faults. The Debtor makes no representations whatsoever as to the
status or condition of the Real Property.
A copy of the Bidding Procedures is available at
https://tinyurl.com/4y5trnws from PacerMonitor.com free of charge.
About Admiral Property Group
Admiral Property Group, LLC is a single asset real estate debtor
(as defined in 11 U.S.C. Section 101(51B)).
On July 31, 2020, an involuntary petition was filed against
Admiral
Property Group by Metro Mechanical LLC, N&K Plumbing and Heating
Corp, and Borowide Electrical Contractors (Bankr. E.D.N.Y. Case
No.
20-42826). The petitioning creditors are represented by Joel
Shafferman, Esq., at Shafferman & Feldman, LLP.
Judge Nancy Hershey Lord oversees the Debtor's Chapter 11 case.
The Kantrow Law Group, PLLC serves as the Debtor's legal counsel
in
its bankruptcy case.
ADMIRAL PROPERTY: Sets Bidding Procedures for Queens Property
-------------------------------------------------------------
Admiral Property Group, LLC, asks the U.S. Bankruptcy Court for the
Eastern District of New York to authorize the auction sale of its
interest in the real property commonly known as 157 Beach 96th
Street, in Queens, New York.
As of the Petition Date, the Debtor held an interest in the Real
Property in fee simple absolute. The Real Property is
non-residential real property and thus the corporate Debtor does
not reside in it.
The Debtor previously entered into extensive negotiations with Fort
Amsterdam Capital, LLC ("FAC") the secured creditor. As a result
of the negotiations with FAC, the Debtor was able to negotiate a
"carve-out" agreement which agreement was approved by the Court by
an Order dated April 2, 2021.
The Debtor sought and obtained an Order of the Court authorizing
its retention of Rosewood Realty Group to assist it in liquidating
the estate's interest in the Real Property. Rosewood marketed the
Real Property in its customary fashion and obtained a proposed
stalking horse purchaser. However, for reasons which the Debtor has
previously stated, the proposed stalking horse purchaser contract
has been terminated by the Debtor and the Debtor believes that the
auction process proposed will secure the highest and best offer for
the purchase of the Real Property. This will maximize return to
the creditors of the estate.
The successful buyer may be required to enter into a contract of
sale of the Real Property with the Debtor.
The terms of the sale are:
a. The Seller is Admiral Property Group, LLC, the chapter 11
Debtor.
b. The Proposed Purchaser is the party with the highest/best
offer for the purchase of the Real Property and approved by the
Bankruptcy Court.
c. The Property Description is the Real Property as
described.
d. Conveyance is in "all as presently exists" in "as is"
"where-is" condition "with all faults." The Debtor makes no
representations or warranties of any sort.
e. The Purchase Price is the amount determined to be the
highest/best offer made.
f. Adjustments are as required.
g. Delivery of Possession is on the date of Closing.
h. Conditions of Closing – The proposed sale is expressly
subject to Bankruptcy Court approval and is subject to
higher/better offers thereupon.
i. Transfer/Recording Fees/Taxes – The proposed purchaser
(Successful Buyer) is solely responsible for the payment of any and
all Transfer/Recording Fees/Taxes in connection with the purchase
of the Real Property.
j. The closing will be at the Debtor's counsel's office, or
another location as agreed by and between the parties
k. Risk of Loss remains the Debtor's until the date of
Closing.
The salient terms of the Bidding Procedures are:
a. Initial Bid: Any bid submissions must also state that the
Bidder is financially able and interested in acquiring the Real
Property for a cash price of not less than $2.25 million, plus the
6% buyers' premium, without any contingencies as to financing or
additional due diligence.
b. Deposit: 20% of the Bidder's bid
b. Auction: The Video Auction on May (TBD), 2021, at 11:00
a.m. (ET) may be recorded and or transcribed. By submitted a
Qualified Bid, each Qualified Bidder consents to the recording of
the Auction.
d. Bid Increments: $25,000
e. The Secured Creditor is deemed to be a Qualified Bidder,
and a bid by it is deemed to be a Qualified Bid and may ultimately
qualify as the Successful Bidder or the Back-up Bidder as provided
for. Additionally, the Secured Creditor may credit bid up to $2
million of its secured claim pursuant to the Stipulated Order
Regarding Secured Claim of Fort Amsterdam Capital, LLC. Any bid
over $2 million by the Secured Credit must be in cash and,
otherwise meet the terms set forth.
It is respectfully requested that the Court authorizes the Debtor
to sell the Real Property free and clear of all liens, claims,
encumbrances, and other interests with such liens, claims,
encumbrances, and other interests to attach to the proceeds of the
sale. The subject Real Property will be sold "as is" with all
faults. The Debtor makes no representations whatsoever as to the
status or condition of the Real Property.
A copy of the Bidding Procedures is available at
https://tinyurl.com/2586zvak from PacerMonitor.com free of charge.
About Admiral Property Group
Admiral Property Group, LLC is a single asset real estate debtor
(as defined in 11 U.S.C. Section 101(51B)).
On July 31, 2020, an involuntary petition was filed against
Admiral
Property Group by Metro Mechanical LLC, N&K Plumbing and Heating
Corp, and Borowide Electrical Contractors (Bankr. E.D.N.Y. Case
No.
20-42826). The petitioning creditors are represented by Joel
Shafferman, Esq., at Shafferman & Feldman, LLP.
Judge Nancy Hershey Lord oversees the Debtor's Chapter 11 case.
The Kantrow Law Group, PLLC serves as the Debtor's legal counsel
in
its bankruptcy case.
AIRPORT VAN RENTAL: Wins Cash Collateral Access Thru June 30
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, has authorized Airport Van Rental, Inc. and
affiliates to use cash collateral on an interim basis through the
close of business on June 30, 2021.
The Debtors are authorized to use cash collateral in accordance
with the budget, subject to an increase in the line item for
"Unsecured Creditor Committee" such that the total amount payable
for that line item for the months of April through June 2021 will
be $175,000, (b) a 10% variance per line item, and (c) any further
order of the Court.
Each party claiming an interest in cash collateral is granted a
replacement lien on all of the estate's assets, excluding avoiding
power claims and recoveries, to the extent that the Debtors' use of
the party's cash collateral results in a decrease in the value of
the party's interest in cash collateral.
As additional adequate protection for the Debtors' use of cash
collateral, the Debtors will make a payment to each Lender in
accordance with the "Lender Adequate Protection Program." With each
payment, the Debtors will provide reports to each Lender showing
how the amount of the payment was calculated on a
vehicle-by-vehicle basis. The Debtors will use their best efforts
to include the amount of rental revenue received for each vehicle
during the period covered by the report.
On or before the 20th day of each month, the Debtors will make a
payment to the U.S. Small Business Administration in the amount of
$2,437.
The Debtors will continue to maintain the segregated
debtor-in-possession account established by the Debtors to cover
circumstances in which a Debtor sells a vehicle but, because of
significant damage to the vehicle, the amount achieved at auction
is substantially less than the Manheim Market Report (MMR) value of
that type of vehicle in average condition. In those circumstances,
the Debtors are authorized to use the funds in the segregated
account to pay the Lender the difference between (a) 95% of the MMR
and (b) the net sale price.
Until a Lender's secured claim is satisfied, the Lender will retain
its liens on assets of the estate with the same validity, priority
and extent that the liens had on such assets as of the Petition
Date. Each Lender's interest in cash collateral will continue
notwithstanding the commingling of its cash collateral with cash
collateral in which another secured creditor asserts an interest or
with any non-cash collateral funds.
If the Debtors seek to sell a vehicle, the Debtors will obtain the
relevant Lender's consent before authorizing a sale for less than
95% of the then-current MMR.
If the Debtors sell a vehicle at auction, and unless the Lender
agrees otherwise, the Debtors will instruct Manheim, or such other
company conducting the auction, to pay the net sale proceeds
directly to the Lender that has a security interest in the vehicle.
Manheim or such other company conducting the auction is authorized
to comply with the Debtors' instruction and to pay the net sale
proceeds directly to the Lender. If the sale proceeds are paid to
the Debtors despite such instructions, the Debtors shall promptly
pay the full amount of the net proceeds to the Lender.
If the Debtors receive insurance proceeds to compensate the Debtors
for a loss or damages suffered by a vehicle in which a Lender has a
security interest, the Debtors will pay the full amount of the
insurance proceeds to such Lender except as needed to reimburse the
Debtors for actual expenses incurred by them for repairing the
vehicle.
A copy of the order is available for free at https://bit.ly/3biHYVk
from PacerMonitor.com.
About Airport Van Rental, Inc.
Airport Van Rental -- https://www.airportvanrental.com/ -- is a van
rental company offering short and long-term rentals for road trips,
weekend journeys, moving, and any other group outings. Airport Van
Rental and its affiliates filed their voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case
No. 20-20876) on Dec. 11, 2020. Yazdan Irani, its president and
chief executive officer, signed the petitions.
At the time of filing, Airport Van Rental disclosed between $10
million and $50 million in both assets and liabilities.
Judge Sheri Bluebond oversees the case.
The Debtors tapped Danning, Gill, Israel & Krasnoff, LLP as their
bankruptcy counsel, CSA Partners LLC as financial consultant, and
Joel Glaser, APC as litigation counsel. Kevin S. Tierney is the
Debtors' chief reorganization officer.
AL NGPL HOLDINGS: Moody's Affirms Ba3 CFR, Outlook Stable
---------------------------------------------------------
Moody's Investors Service affirmed the ratings of AL NGPL Holdings
LLC, including its Ba3 Corporate Family Rating, Ba3-PD Probability
of Default Rating and the Ba3 rating on its $425 million senior
secured term loan due 2028. The rating outlook is stable. There is
no change to NGPL PipeCo LLC's Baa3 senior unsecured rating and
stable outlook.
The affirmation reflects the incorporation of the newly published
Minority Holding Companies Methodology as a secondary methodology
into the analysis of AL NGPL. This methodology describes the
general principles for assessing entities such as AL NGPL whose
activities are limited to owning non-controlling interests in
non-financial corporate entities. Considerations discussed in the
methodology include subordination risk between the non-controlling
owner and the underlying operating company, the stability of the
operating company distributions and coverage, and the extent of the
non-controlling owner's influence on the governance of the
operating company.
Affirmations:
Issuer: AL NGPL Holdings LLC
Probability of Default Rating, Affirmed Ba3-PD
Corporate Family Rating, Affirmed Ba3
Senior Secured Term Loan, Affirmed Ba3 (LGD4)
Outlook Actions:
Issuer: AL NGPL Holdings LLC
Outlook, Remains Stable
RATINGS RATIONALE
AL NGPL's Ba3 CFR reflects NGPL PipeCo LLC's (NGPL, Baa3 stable)
credit profile offset by AL NGPL's minority ownership and
non-operating interest. The rating considers the additional $425
million of debt placed at AL NGPL that is structurally subordinated
to NGPL's $2 billion of balance sheet debt. NGPL is constrained by
its leverage with debt to EBITDA of 4.1x as of December 31, 2020,
and AL NGPL's pro forma leverage is higher at 7.8x (calculated
using its 25 percent proportional share of NGPL debt and EBTIDA as
well as the $425 million of debt at AL NGPL). AL NGPL has no
physical assets nor does it generate revenue or cash flow. It is
entirely dependent on distributions from NGPL to service its $425
million term loan. Moody's expects NGPL to grow its cash flow with
incremental volumes from modest new projects that have recently
entered service. Further growth spending will likely be funded with
debt at NGPL or contributions from the owners such that
distributions are not cut to fund investments. The rating considers
the structural subordination, AL NGPL's ownership percentage of
NGPL and AL NGPL's governance rights that ensure continued
distributions from NGPL. AL NGPL has one of five board seats, but
implementation of many actions including a change in the
distribution policy requires an 85 percent supermajority that
effectively requires AL NGPL's consent to implement.
NGPL has a geographically extensive natural gas pipeline network
from West Texas and the US Gulf Coast up to the Chicago area
serving demand from local gas distribution companies, power plants,
and industrial users as well as LNG exporters on the US Gulf Coast.
It benefits from a stable fee-based, demand pull business
underpinned by long-term contracts with take-or-pay provisions
(over one-half are attributable to investment grade rated
counterparties). The company had engaged in numerous growth
projects, which each individually were of a modest size, but
consumed much of its cash flow from operations. Following
ArcLight's acquisition of its 25 percent stake, NGPL will either
debt finance growth projects or seek contributions from its owners
in order to maintain stable distributions sufficient to service the
AL NGPL debt.
AL NGPL's term loan is rated Ba3, the same level as the Ba3 CFR,
reflecting the lack of other material amounts of debt in the
liability structure. The term loan has a first priority senior
secured lien on all assets of AL NGPL, including the equity
interest in the entity that indirectly owns Natural Gas Pipeline of
America LLC.
Moody's expects AL NGPL to have adequate liquidity through
mid-2022. The company will receive quarterly distributions from
NGPL that will be used to service its debt and minor operating
expenses. It also has a $13 million letter of credit facility used
to fund a debt service account that will cover six months of
interest and amortization on the senior secured term loan. The term
loan, which is due in 2028, has one financial covenant -- a minimum
debt service coverage ratio of 1.10x. Moody's expects the company
to comply with the covenant through mid-2022. AL NGPL has no
revolving credit facility or alternate sources of immediate
liquidity.
The stable outlook reflects the stable outlook on NGPL's ratings
(supported by a strong contracted fee-based business) and Moody's
expectation that NGPL's steady cash flow will support consistent
distributions to AL NGPL sufficient to cover AL NGPL's debt service
requirements.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
AL NGPL's rating could be upgraded if NGPL PipeCo LLC's rating is
upgraded. AL NGPL's rating could be downgraded if NGPL PipeCo LLC's
rating is downgraded, distributions to AL NGPL decline or debt at
AL NGPL materially increases.
AL NGPL is a holding company established in connection with the
March 2021 purchase by ArcLight of a 25 percent stake in NGPL
PipeCo LLC. NGPL PipeCo LLC is a holding company that wholly owns
Natural Gas Pipeline Company of America LLC, an interstate pipeline
regulated by the Federal Energy Regulatory Commission (FERC). NGPL
is jointly owned by funds managed by Arc Light (25%), Kinder
Morgan, Inc. (37.5%) and Brookfield Infrastructure Partners, LP
(37.5%).
The principal methodology used in these ratings was Natural Gas
Pipelines published in July 2018.
ALLIE'S PARTY: Wins Cash Collateral Access
------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
has authorized Allie's Party Equipment Rental, Inc. to use cash
collateral on an interim basis to pay these items as proposed:
(1) prepetition and post-petition payroll for all employees,
including any insiders who also serve as employees;
(2) rent as and when due to N&B Enterprises, LLC, GenMyk, LLC,
and JS MCA Hunter Park LP;
(3) trash removal expenses;
(4) business and automobile insurance premiums;
(5) propane expenses;
(6) website hosting expenses;
(7) cell phone services;
(8) advertising expenses;
(9) medical insurance premiums;
(10) fuel expenses;
(11) laundry expenses; and
(12) prepetition and post-petition utilities as and when due.
A hearing on the Debtor's continued use of cash collateral is
scheduled for June 7, 2021 at 2:30 p.m. Objections are due May 20.
A copy of the order is available for free at https://bit.ly/2R18Y4O
from PacerMonitor.com.
About Allie's Party Equipment Rental
Allie's Party Equipment Rental, Inc., which offers party equipment
rental services in 130 Vallecitos De Oro, San Marcos, California,
filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 21-01804) on
April 30, 2021. The petition, signed by Michael B. Nicholson,
president, disclosed $1,055,520 in total assets and $5,143,074 in
total liabilities.
Judge Christopher B. Latham oversees the case.
Curry Advisors, A Professional Law Corporation, represents the
Debtor as counsel. Judge Christopher B. Latham is assigned to the
case. Jean Goddard is appointed as the Debtor's Subchapter V
Trustee.
ALLIED ESPORTS: Frank Ng Quits as Director
------------------------------------------
Frank Ng notified the Board of Directors of Allied Esports
Entertainment, Inc. of his resignation as a member of the Board,
effective May 5, 2021. Mr. Ng continues to serve as the Company's
chief executive officer. In connection with Mr Ng's resignation,
the Board permitted the accelerated vesting of 10,000 outstanding
options previously issued to Mr. Ng for his director services
scheduled to vest on Sept. 19, 2021 and extended the exercise
period to exercise 20,000 vested outstanding options issued to Mr.
Ng to Sept. 19, 2029.
The Board appointed Jerry Lewin to serve as a Class C director on
the Board effective May 6, 2021 to fill the vacancy on the Board.
Mr. Lewin has worked in the hospitality industry for 43 years and
spent the last 30 years with Hyatt hotels. Before joining Hyatt,
Mr. Lewin served for ten years in various management capacities for
Hilton hotels in San Francisco, Oakland, Los Angeles, San Diego and
Las Vegas. Mr. Lewin joined Hyatt hotels in 1987 as the General
Manager at Hyatt Regency Dallas moving on to several different
properties and becoming the vice president of the Hyatt Regency
Chicago, which was the largest hotel in the Hyatt chain at the
time. In 2000, Mr. Lewin became senior vice president of Operations
overseeing 38 hotels in the United States responsible for over $2
billion in revenue, which included overseeing sales, revenue, human
resources, operations and development. Mr. Lewin currently serves
as the senior vice president of Profitability for Hyatt
Corporation, leading global change through key operational
programs. Mr. Lewin received his Bachelor of Science degree from
Cornell University in Ithaca, New York and completed the Executive
Development Program at J.L. Kellogg Graduate School of Management
at Northwestern University. Mr. Lewin currently serves as
president of the New York Law Enforcement Foundation and as a
director of Kandi Technologies Group Inc. (Nasdaq: KNDI) as well as
several other corporate boards.
Effective May 6, 2021, Libing (Claire) Wu was appointed Chair of
the Company's Compensation Committee, and Jerry Lewin was also
appointed to serve on the Compensation Committee with Bradley
Berman. Libing (Claire) Wu was also appointed to serve on the
Company's Nominating and Corporate Governance Committee with
Yinghua Chen (Chair) and Lyle Berman.
Allied Esports
Headquartered in Irvine, California, Allied Esports Entertainment,
Inc. -- www.alliedesportsent.com -- operates a public esports and
entertainment company, consisting of the Allied Esports and World
Poker Tour businesses.
Allied Esports reported a net loss of $45.06 million for the year
ended Dec. 31, 2020, compared to a net loss of $16.74 million for
the year ended Dec. 31, 2019.
Melville, New York-based Marcum LLP, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
April 12, 2021, citing that the Company has a working capital
deficiency from continuing operations, 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.
ALPHATEC HOLDINGS: Incurs $22.9 Million Net Loss in First Quarter
-----------------------------------------------------------------
Alphatec Holdings, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $22.90 million on $44.12 million of total revenue for the three
months ended March 31, 2021, compared to a net loss of $20.72
million on $30.12 million of total revenue for the three months
ended March 31, 2020.
As of March 31, 2021, the Company had $404.50 million in total
assets, $70.15 million in total current liabilities, $38.58 million
in long-term debt, $20.75 million in operating lease liability
(less current portion), $11.29 million in other long-term
liabilities, $23.60 million in redeemable preferred stock, $131.84
million in contingently redeemable common stock, and $108.29
million in total stockholders' equity.
"With revenue growth of 50% in the first quarter, ATEC's market
share expansion continues," said Pat Miles, chairman and chief
executive officer. |"Our relentless focus on improving the clinical
experience in spine is now propelling industry-leading growth.
Market-shaping innovation, integrated with unprecedented
intra-operative information, is compelling an increasing number of
surgeons and exclusive distributors to partner with ATEC. That
growth is being amplified as the introduction of distinct products
and procedures throughout our portfolio increases reven ue per
surgery and inspires broader adoption. Still, there is vast
opportunity ahead of us to advance spine surgery, and as spine's
most experienced students, we know that ATEC's best is yet to
come!"
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1350653/000156459021025079/atec-10q_20210331.htm
About Alphatec Holdings
Alphatec Holdings, Inc. (ATEC) (www.atecspine.com), through its
wholly-owned subsidiaries, Alphatec Spine, Inc. and SafeOp
Surgical, Inc., is a medical device company dedicated to
revolutionizing the approach to spine surgery through clinical
distinction. ATEC architects and commercializes approach-based
technology that integrates seamlessly with the SafeOp Neural
InformatiX System to provide real-time, objective nerve information
that can enhance the safety and reproducibility of spine surgery.
Alphatec Holdings reported a net loss of $78.99 million for the
year ended Dec. 31, 2020, compared to a net loss of $57 million for
the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had
$261.22 million in total assets, $58.31 million in total current
liabilities, $38.03 million in long-term debt (less current
portion), $41,000 in operating lease liability (less current
portion), $11.35 million in other long-term liabilities, $23.60
million in redeemable preferred stock, and $129.88 million in
stockholders' equity.
APOLLO ENDOSURGERY: Signs Separation Deal With U.S. Sales VP
------------------------------------------------------------
Apollo Endosurgery, Inc. and Bret Schwartzhoff, vice president,
U.S. Sales and Global Marketing, entered into a separation
agreement, effective immediately.
The terms and conditions of the separation agreement are set forth
in the Current Report on Form 8-K previously filed by Apollo
Endosurgery, except that the company has agreed to pay Mr.
Schwartzhoff an amount equal to 33.3% of his annual target bonus
for 2021.
About Apollo Endosurgery
Apollo Endosurgery, Inc. -- http://www.apolloendo.com-- is a
medical technology company focused on less invasive therapies to
treat various gastrointestinal conditions, ranging from
gastrointestinal complications to the treatment of obesity.
Apollo's device-based therapies are an alternative to invasive
surgical procedures, thus lowering complication rates and reducing
total healthcare costs. Apollo's products are offered in over 75
countries and include the OverStitch Endoscopic Suturing System,
the OverStitch Sx Endoscopic Suturing System, and the ORBERA
Intragastric Balloon.
Apollo Endosurgery reported a net loss of $22.61 million for the
year ended Dec. 31, 2020, compared to a net loss of $27.43 million
for the year ended Dec. 31, 2019. As of March 31, 2021, the
Company had $73.98 million in total assets, $71.29 million in total
liabilities, and $2.69 million in total stockholders' equity.
AT HOME GROUP: Signs $2.8B Acquisition Deal With Hellman & Friedman
-------------------------------------------------------------------
At Home Group Inc. has entered into a definitive agreement to be
acquired by funds affiliated with Hellman & Friedman (H&F), a
premier global private equity firm, in an all-cash transaction
valued at $2.8 billion, including the assumption of debt.
Under the terms of the agreement, At Home stockholders will receive
$36.00 per share in cash, which represents a premium of
approximately 17% to the Company's closing stock price of $30.67 on
May 4, 2021, the last trading day prior to media speculation
regarding a possible transaction, and a premium of approximately
25% to the 30-day volume weighted average share price.
Phil Francis, At Home's lead independent director and Chair of the
Special Committee of the Board of Directors, said, "After a
thorough evaluation and diligent and thoughtful deliberations in
consultation with our independent advisors, we are pleased to reach
this agreement, which provides stockholders with immediate and
substantial value for their investment. The Special Committee and
the Board considered the current state of the business, its outlook
and opportunities, and believe this transaction is the optimal path
forward and in the best interest of our stockholders."
Lee Bird, chairman and chief executive officer of At Home, said,
"As we enter the next chapter for our company, H&F is the ideal
partner to advance our At Home 2.0 long term strategy. Together
with H&F, we will have the resources and flexibility to provide our
customers with a differentiated experience that meets their
evolving needs. This transaction is a testament to the achievements
of our team members, and I would like to thank each of them for all
they do each day to contribute to the success of At Home."
Erik Ragatz, Partner at H&F, said, "As the leading value retailer
of home decor offering unmatched breadth and depth of product
assortment at everyday low prices, At Home is well positioned to
continue its long track record of store expansion and growth. At
Home's differentiated, low-cost operating model is disruptive to
the traditional home channels and provides a strong opportunity for
market share gain. This acquisition is consistent with Hellman &
Friedman's strategy to invest in market-leading businesses with
substantial runway for growth, and we are looking forward to
partnering with At Home's talented management team to help capture
the significant market opportunity in front of the Company."
Approvals and Timing
The transaction was negotiated on behalf of At Home by a Special
Committee of its Board of Directors composed entirely of
independent directors with the assistance of independent financial
and legal advisors. Following the Special Committee's unanimous
recommendation, At Home's Board of Directors unanimously approved
the merger agreement and has recommended that At Home's
stockholders adopt and approve the merger agreement and the
transaction.
The transaction is expected to close in the third quarter of
calendar year 2021, subject to the satisfaction of customary
closing conditions, including the approval of At Home's
stockholders and expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. The
transaction is not subject to a financing condition. Upon
completion of the transaction, At Home will become a privately-held
company and At Home's shares will no longer trade on The New York
Stock Exchange.
Under the terms of the agreement, At Home may solicit alternative
acquisition proposals from third parties during a 40-day "go-shop"
period following the date of execution of the merger agreement.
There can be no assurances that the "go-shop" will result in a
superior proposal. At Home does not intend to disclose
developments related to the solicitation process until it
determines whether such disclosure is appropriate or is otherwise
required. The agreement provides H&F with a customary right to
match any superior proposal.
Advisors
Goldman Sachs & Co. LLC is serving as exclusive financial advisor
and Fried, Frank, Harris, Shriver & Jacobson LLP as legal counsel
to the Special Committee. Guggenheim Securities, LLC is serving as
financial advisor and Simpson Thacher & Bartlett LLP as legal
counsel to Hellman & Friedman.
A copy of the press release is available for free at:
http://investor.athome.com/news-and-events/news-releases/2021/05-06-2021-144518548
About At Home Group Inc.
At Home Group Inc. (NYSE: HOME) is a home decor retailer offering
more than 50,000 on-trend home products to fit any budget or style,
from furniture, mirrors, rugs, art and housewares to tabletop,
patio and seasonal decor. At Home is headquartered in Plano,
Texas, and currently operates 219 stores in 40 states.
At Home Group reported a net loss of $149.73 for the fiscal year
ended Jan. 30, 2021, compared to a net loss of $214.43 for the
fiscal year ended Jan. 25, 2020. As of Jan. 30, 2020, the Company
had $2.52 billion in total assets, $2.04 billion in total
liabilities, and $484.16 million in total stockholders' equity.
ATLANTIC STREET: Plan of Reorganization Confirmed by Judge
----------------------------------------------------------
Judge Michael A. Fagone has entered an order approving the
Disclosure Statement on a final basis and confirming the Chapter 11
Plan of Atlantic Street Properties, LLC.
The Court has reviewed the Disclosure Statement, the Plan, and the
Certification of Plan Votes in the absence of objections to final
approval of the Disclosure Statement and confirmation of the Plan.
A full-text copy of the order dated May 6, 2021, is available at
https://bit.ly/3w2N0gi from PacerMonitor.com at no charge.
The Debtor is represented by:
J. Scott Logan, Esq.
Law Offices of J. Scott Logan, LLC
75 Pearl Street, Ste. 211
Portland, Maine 04101
Phone: (207)699-1314
E-mail: scott@southernmainebankruptcy.com
About Atlantic Street Properties
Atlantic Street Properties, LLC, is a single asset real estate
debtor (as defined in 11 U.S.C. Section 101(51B)). It owns a
multi-unit property located at 90 Atlantic St., Portland, Maine,
having an expert valuation of $1.222 million.
Atlantic Street sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Maine Case No. 20-20444) on Dec. 8,
2020. At the time of the filing, the Debtor disclosed $1.223
million in assets and $782,756 in liabilities. Judge Michael A.
Fagone oversees the case. Law Offices of J. Scott Logan, LLC is
the Debtor's legal counsel.
AUTO PLAZA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Auto Plaza, Inc.
d/b/a The Auto Plaza
d/b/a Auto Plaza
d/b/a The auto Plaza at English Creek
6122 Black Horse Pike
Egg Harbor Township, NJ 08234
Business Description: Auto Plaza, Inc. is a privately-owned
company that sells pre-owned vehicles.
Chapter 11 Petition Date: May 11, 2021
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 21-13918
Debtor's Counsel: Andrew L. Miller, Esq.
LAW OFFICES OF ANDREW L. MILLER
1550 New Road
Suite A
Northfield, NJ 08225
Tel: (609) 645-1599
Fax: (609) 645-7554
E-mail: andrewmiller@almlaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Charles Cain, Jr., president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/EXNREFA/Auto_Plaza_Inc__njbke-21-13918__0001.0.pdf?mcid=tGE4TAMA
AUTOMOTORES GILDEMEISTER: Gets OK to Hire Investment Bankers
------------------------------------------------------------
Automotores Gildemeister SpA and its affiliates received approval
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Rothschild & Co US Inc. and Asesorias Financieras RP
Spa as their investment bankers.
The firms' services include:
(a) identifying or initiating potential transactions;
(b) reviewing and analyzing assets of the Debtors as well as
their operating and financial strategies;
(c) reviewing and analyzing the business plans and financial
projections prepared by the Debtors;
(d) evaluating the Debtors' debt capacity in light of their
projected cash flows and assisting in the determination of an
appropriate capital structure for the Debtors;
(e) assisting the Debtors and their bankruptcy professionals
in reviewing the terms of any proposed transaction, in responding
thereto, and, if directed, in evaluating alternative proposals for
a transaction;
(f) determining a range of values for the Debtors and any
securities that the Debtors offer or propose to offer in connection
with a transaction;
(g) advising the Debtors on the risks and benefits of
considering a transaction with respect to the Debtors' intermediate
and long-term business prospects and strategic alternatives in
order to maximize business enterprise value of the Debtors;
(h) reviewing and analyzing any proposals the Debtors receive
from third parties in connection with a transaction, including,
without limitation, any proposals for debtor-in-possession
financing, as appropriate;
(i) assisting or participating in negotiations with parties in
interest;
(j) attend meetings of Gildemeister's board of Directors,
creditor groups, official constituencies and other interested
parties, as necessary; and
(k) if requested by the Debtors, participating in hearings
before the bankruptcy court and providing testimony.
The firms will be paid as follows:
(a) Monthly Fee: The Debtors shall pay the investment bankers
a monthly fee of 200,000 during the pendency of the Debtors'
Chapter 11 cases. From July 1 through Dec 31, 2020, the Debtors
paid Rothschild & Co a monthly fee of $200,000. Commencing as of
Jan 1, 2021, the monthly fee was increased to $400,000 until
commencement of the Debtors' cases.
(b) Completion Fee: The Debtors shall pay the investment
bankers a completion fee equal to $5.85 million upon the earlier of
(i) the confirmation and effectiveness of a plan and (ii) the
closing of a transaction.
(c) Credits: The investment bankers shall credit against the
completion fee the sum of (i) $50,000, (ii) 25 percent of the first
five monthly fees paid by the Debtors, and (iii) 50 percent of the
increased monthly fees paid by the Debtors.
(d) Expenses: The Debtors shall reimburse the investment
bankers for their expenses.
Marcelo Messer, a managing director at Rothschild, and Roberto
Paiva, owner of Asesorias Financieras, disclosed in court filings
that the firms are "disinterested persons" within the meaning of
Section 101(14) of the Bankruptcy Code.
The firms can be reached through:
Marcelo Messer
Rothschild & Co US Inc.
1251 Avenue of the Americas, 33rd Floor
New York, NY 10020
Tel: +1 212 403 3500
-- and --
Roberto Paiva
Asesorias Financieras RP Spa
Magdalena 140, oficina 2202
Las Condes, RM
Chile
About Automotores Gildemeister
Headquartered in Santiago, Chile, Automotores Gildemeister SpA is
one of the largest car importers and distributors in Chile and Peru
operating a network of company-owned and franchised vehicle
dealerships. Its principal car brand is Hyundai, for which it is
the sole importer in both of its markets. For the last 12 months
ended June 30, 2020, AG reported consolidated net revenues of $770
million, of which 95.2% correspond to sales in Chile and Peru, its
key markets.
Automotores Gildemeister SpA and its affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Case No. 21-10685) in New York on April
12, 2021. The Hon. Lisa G Beckerman is the case judge.
Automotores was estimated to have $500 million to $1 billion in
assets and liabilities as of the bankruptcy filing.
The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as
bankruptcy counsel; Cariola, Dez, Prez-Cotapos and Bruzzone &
Gonzlez Abogados as special Chilean counsel; Rothschild & Co US
Inc. and Asesorias Financieras Rp Spa as investment bankers; and
FTI Consulting Canada ULC as financial advisor. Prime Clerk, LLC
is the claims and noticing agent and administrative advisor.
AUTOMOTORES GILDEMEISTER: Hires Bruzzone & Gonzalez as Tax Counsel
------------------------------------------------------------------
Automotores Gildemeister SpA and its affiliates received approval
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Bruzzone & Gonzalez Abogados as their special
Chilean tax counsel.
The firm's services include:
(a) legal tax advice in connection with the ongoing
operations of Gildemeister and its local and foreign subsidiaries;
(b) legal tax advice on audits conducted by the tax
authorities;
(c) legal tax advice on reorganization and financing and
business restructuring, including Chapter 11 process;
(d) review of figures supporting Chapter 11 process and
determination of tax effects;
(e) review of legal documentation, disclosures, filings,
permits and authorizations necessary for the implementation and
conclusion of Chapter 11 process;
(f) assistance in implementing Chapter 11 process in Chile,
including the relationship with foreign tax authorities;
(g) coordinating with financial, business and other tax and
legal advisors in Chile, the United States of America and other
jurisdictions.
The firm will be paid at these rates:
Senior Partner $250 per hour
Partner $200 per hour
Senior Consultant $150 per hour
Staff $120 per hour
Osiel Gonzalez, Esq., a partner at Bruzzone & Gonzalez, disclosed
in court filings that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Gonzalez disclosed that:
-- Bruzzone & Gonzalez's rates are in U.S. dollars;
-- none of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case;
-- Bruzzone & Gonzalez represented the Debtors during the
12-month period prior to the petition date and that the firm has
not adjusted its billing rates or material financial terms for the
post-petition representation of the Debtors; and
-- the Debtors have approved the budget and staffing plan for
the period from April 12 through 60 days after the petition date.
The firm can be reached through:
Osiel Gonzalez
Bruzzone & Gonzalez Abogados
Calle Luis Pasteur 5280
Vitacura, Region Metropolitana
Chile
Phone: +56 2 3275 4000
Email: ogonzalez@bruzzoneygonzalez.com
About Automotores Gildemeister
Headquartered in Santiago, Chile, Automotores Gildemeister SpA is
one of the largest car importers and distributors in Chile and Peru
operating a network of company-owned and franchised vehicle
dealerships. Its principal car brand is Hyundai, for which it is
the sole importer in both of its markets. For the last 12 months
ended June 30, 2020, AG reported consolidated net revenues of $770
million, of which 95.2% correspond to sales in Chile and Peru, its
key markets.
Automotores Gildemeister SpA and its affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Case No. 21-10685) in New York on April
12, 2021. The Hon. Lisa G Beckerman is the case judge.
Automotores was estimated to have $500 million to $1 billion in
assets and liabilities as of the bankruptcy filing.
The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as
bankruptcy counsel; Cariola, Dez, Prez-Cotapos and Bruzzone &
Gonzlez Abogados as special Chilean counsel; Rothschild & Co US
Inc. and Asesorias Financieras Rp Spa as investment bankers; and
FTI Consulting Canada ULC as financial advisor. Prime Clerk, LLC
is the claims and noticing agent and administrative advisor.
AUTOMOTORES GILDEMEISTER: Taps Cariola Diez as Chilean Counsel
--------------------------------------------------------------
Automotores Gildemeister SpA and its affiliates received approval
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Cariola, Diez, Perez-Cotapos SpA as their special
Chilean counsel.
The firm's services include:
(a) providing advice on general Chilean law matters, including
but not limited to, corporate matters related to the implementation
of the agreed financial restructuring process;
(b) providing legal advice as well as legal representation to
defend the Debtors in Chile, including their local and foreign
subsidiaries, officers and board members in matters related to the
financial restructuring process;
(c) assisting with all Chilean law aspects of the documents
related to the restructuring, including the negotiations and review
of documents, drafting of local legal documents, powers of
attorney, and setting up of a local investment vehicle, if
applicable;
(d) advising with any financing and refinancing arrangements;
(e) providing antitrust advice, particularly with respect to
the terms and conditions of the restructuring and compliance with
local competition law;
(f) preparing the documents required for the implementation of
restructuring related transactions in Chile;
(g) assisting in the implementation of the restructuring in
Chile, including dealings with local authorities and other
stakeholders; and
(h) advising with respect to a change of control of the
Debtors, including any public notices, appointment of new board
members and applicable filings.
The firm will be paid at these rates:
Partners $350 - $450 per hour
Associates $150 - $350 per hour
Cariola received an initial retainer in the amount of $200,000, of
which $148,858.73 was applied to
outstanding balances on account of pre-bankruptcy fees and
expenses.
Francisco Javier Illanes, Esq., a partner at Cariola, disclosed in
a court filing that his firm is a "disinterred person" within the
meaning on Section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Illanes disclosed that:
-- Cariola's rates are in U.S. dollars;
-- none of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case;
-- Cariola represented the Debtors during the 12-month period
prior to the petition date. Cariola has not adjusted its billing
rates or material financial terms for the post-petition
representation of the Debtors; and
-- the Debtors have approved the budget and staffing plan for
the period from April 12 through 60 days after the petition date.
The firm can be reached through:
Francisco Javier Illanes, Esq.
Cariola, Diez, Perez-Cotapos SpA
Av. Andrés Bello 2711, Piso 19.
Santiago, Chile
Tel: +562 2360 4000
Fax: +562 2360 4030
Email: fjillanes@cariola.cl
About Automotores Gildemeister
Headquartered in Santiago, Chile, Automotores Gildemeister SpA is
one of the largest car importers and distributors in Chile and Peru
operating a network of company-owned and franchised vehicle
dealerships. Its principal car brand is Hyundai, for which it is
the sole importer in both of its markets. For the last 12 months
ended June 30, 2020, AG reported consolidated net revenues of $770
million, of which 95.2% correspond to sales in Chile and Peru, its
key markets.
Automotores Gildemeister SpA and its affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Case No. 21-10685) in New York on April
12, 2021. The Hon. Lisa G Beckerman is the case judge.
Automotores was estimated to have $500 million to $1 billion in
assets and liabilities as of the bankruptcy filing.
The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as
bankruptcy counsel; Cariola, Dez, Prez-Cotapos and Bruzzone &
Gonzlez Abogados as special Chilean counsel; Rothschild & Co US
Inc. and Asesorias Financieras Rp Spa as investment bankers; and
FTI Consulting Canada ULC as financial advisor. Prime Clerk, LLC
is the claims and noticing agent and administrative advisor.
AUTOMOTORES GILDEMEISTER: Taps Cleary Gottlieb as Lead Counsel
--------------------------------------------------------------
Automotores Gildemeister SpA and its affiliates received approval
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Cleary Gottlieb Steen & Hamilton, LLP as their lead
bankruptcy counsel.
The firm's services include:
a. providing advice to the Debtors with respect to their
powers and duties in the continued operation of their businesses
and the management of their properties;
b. taking all necessary actions to protect and preserve the
Debtors' estates, including the prosecution of actions on the
Debtors' behalf, the defense of any actions commenced against the
Debtors, the negotiation of disputes in which the Debtors are
involved and the preparation of objections to claims filed against
the Debtors' estates;
c. preparing legal papers;
d. representing the Debtors in negotiations with creditors,
equity holders and parties in interest, including governmental
agencies and authorities; and
e. other legal services necessary to administer the Debtors'
Chapter 11 cases.
The firm will be paid at these rates:
Partners $1,115 - 1,650 per hour
Counsel $1,040 - 1,270 per hour
Senior Attorneys $1,015 - 1,185 per hour
Associates $595 - 1,005 per hour
Paralegals $325 - 435 per hour
The Debtors provided Cleary Gottlieb with an initial retainer in
the amount of $500,000.
Jane VanLare, Esq., a member of Cleary Gottlieb, disclosed in a
court filing that the firm is a "disinterred person" within the
meaning on Section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Ms.
VanLare disclosed that:
-- Cleary Gottlieb has not agreed to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement;
-- none of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case;
-- Cleary Gottlieb represented the Debtors during the 12-month
period prior to the petition date. Its rates for U.S. employees
from Jan. 1, 2020 to Dec. 31, 2020 ranged from $1,065 to $1,525 for
partners, $995 to $1,215 for counsel, $970 to $1,130 for senior
attorneys, $565 to $955 for associates, $305 to $575 for staff
attorneys, $505 for international lawyers, $460 for law clerks,
$455 for summer associates, and $310 to $415 for paralegals; and
-- the Debtors have approved the budget and staffing plan for
the period from April 12 through 60 days after the petition date.
The firm can be reached through:
Jane VanLare, Esq.
Adam Brenneman, Esq.
Cleary Gottlieb Steen & Hamilton, LLP
One Liberty Plaza
New York, NY 10006
Tel: (212) 225-2000
Fax: (212) 225-3999
Email: jvanlare@cgsh.com
abrenneman@cgsh.com
About Automotores Gildemeister
Headquartered in Santiago, Chile, Automotores Gildemeister SpA is
one of the largest car importers and distributors in Chile and Peru
operating a network of company-owned and franchised vehicle
dealerships. Its principal car brand is Hyundai, for which it is
the sole importer in both of its markets. For the last 12 months
ended June 30, 2020, AG reported consolidated net revenues of $770
million, of which 95.2% correspond to sales in Chile and Peru, its
key markets.
Automotores Gildemeister SpA and its affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Case No. 21-10685) in New York on April
12, 2021. The Hon. Lisa G Beckerman is the case judge.
Automotores was estimated to have $500 million to $1 billion in
assets and liabilities as of the bankruptcy filing.
The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as
bankruptcy counsel; Cariola, Dez, Prez-Cotapos and Bruzzone &
Gonzlez Abogados as special Chilean counsel; Rothschild & Co US
Inc. and Asesorias Financieras Rp Spa as investment bankers; and
FTI Consulting Canada ULC as financial advisor. Prime Clerk, LLC
is the claims and noticing agent and administrative advisor.
AVALANCHE COMPANY: Taps Scott Peck as Tax Preparer
--------------------------------------------------
Avalanche Company, LLC has requested retroactive approval from the
U.S. Bankruptcy Court for the Southern District of California to
employ and compensate Scott Peck, CPA & Associates, Inc.
Scott Peck prepared the federal and state tax returns for the tax
years 2015 to 2019 for Avalanche Company and related entity, Twins
Special, LLC. The firm charged a total of $7,500 for its services.
Christopher Mechling, one of the owners of Twins Special, paid the
firm $2,000 from his own funds, leaving a $5,500 balance, which is
still outstanding. Avalanche Company has agreed to pay the
outstanding $3,000, with the other $2,500 to be paid by Twins
Special.
As disclosed in court filings, Scott Peck does not represent
interests materially adverse to the Debtor and its bankruptcy
estate.
The firm can be reached through:
Scott Peck, CPA
Scott Peck CPA & Associates, APC
613 W Valley Pkwy #305
Escondido, CA 92025
Phone: +1 760-466-2000
About Avalanche Company
Avalanche Company, LLC, a San Diego, Calif.-based owner of sporting
goods, hobby and musical instrument stores, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Calif. Case No.
20-01229) on March 3, 2020. At the time of the filing, the Debtor
disclosed assets of between $1 million and $10 million and
liabilities of the same range. Judge Christopher B. Latham
oversees the case. The Debtor is represented by the Law Office of
Bruce R. Babcock, Esq.
AVINGER INC: Posts $6.1 Million Net Loss in First Quarter
---------------------------------------------------------
Avinger, Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q disclosing a net loss applicable to
common stockholders of $6.10 million on $2.56 million of revenues
for the three months ended March 31, 2021, compared to a net loss
applicable to common stockholders of $6.82 million on $2.26 million
of revenues for the three months ended March 31, 2020.
As of March 31, 2021, the Company had $42.11 million in total
assets, $21.63 million in total liabilities, and $20.48 million in
total stockholders' equity.
In the course of its activities, the Company has incurred losses
and negative cash flows from operations since its inception. As of
March 31, 2021, the Company had an accumulated deficit of $372.4
million. The Company expects to incur losses for the foreseeable
future. The Company believes that its cash and cash equivalents of
$30.4 million at March 31, 2021 and expected revenues and funds
from operations will be sufficient to allow the Company to fund its
current operations through 2022. The Company received net proceeds
of approximately $3.9 million from the sale of its common stock in
its January 2020 offering, $2.3 million of loan proceeds in April
2020 pursuant to the Paycheck Protection Program under the
Coronavirus Aid, Relief and Economic Security Act, $3.0 million
from the sale of its common stock in April and May 2020, $5.5
million from the sale of its common stock in June and July 2020,
$11.3 million from the sale of itscommon stock in August and
September 2020, and approximately $13.1 million from the sale of
its common stock in February 2021. The Company does not have any
immediate plans to raise additional funds through future equity or
debt financings. However, the Company may decide to raise
additional funds to meet its operational needs and capital
requirements for product development, clinical trials and
commercialization or other strategic objectives.
Avinger said, "The Company can provide no assurance that it will be
successful in raising funds pursuant to additional equity or debt
financings or that such funds will be raised at prices that do not
create substantial dilution for our existing stockholders. Given
the volatility in the Company's stock price, any financing that we
may undertake in the next twelve months could cause substantial
dilution to our existing stockholders, there can be no assurance
that the Company will be successful in acquiring additional funding
at levels sufficient to fund its various endeavors. In addition,
the COVID-19 pandemic and responses thereto have resulted in
reduced consumer and investor confidence, instability in the credit
and financial markets, volatile corporate profits, restrictions on
elective medical procedures, and reduced business and consumer
spending, which could increase the cost of capital and/or limit the
availability of capital to the Company. During the second quarter
of 2020 the Company took certain actions to manage available cash
and other resources to mitigate the effects of COVID-19 on our
business, which included reduction of discretionary costs,
reduction of base salaries for all of our non-manufacturing
employees by 20% and reduction of hours worked by our manufacturing
workers by 20%. Salaries and hours worked largely returned to prior
levels by July 2020."
"If the Company is unable to raise additional capital in sufficient
amounts or on terms acceptable to it, the Company may have to
significantly reduce its operations or delay, scale back or
discontinue the development of one or more of its products. The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty. The Company's
ultimate success will largely depend on its continued development
of innovative medical technologies, its ability to successfully
commercialize its products and its ability to raise significant
additional funding."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1506928/000143774921011163/avgr20210331_10q.htm
About Avinger
Headquartered in Redwood City, California, Avinger --
http://www.avinger.com-- is a commercial-stage medical device
company that designs and develops image-guided, catheter-based
system for the diagnosis and treatment of patients with Peripheral
Artery Disease (PAD).
Avinger reported a net loss applicable to common stockholders of
$22.87 million for the year ended Dec. 31, 2020, compared to a net
loss applicable to common stockholders of $23.03 million for the
year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had
$33.19 million in total assets, $20.12 million in total
liabilities, and $13.07 million in total stockholders' equity.
BEST VIEW: Seeks to Hire Integra Realty as Appraiser
----------------------------------------------------
Best View Construction & Development, LLC seeks approval from the
U.S. Bankruptcy Court for the District of Idaho to employ Integra
Realty Resources - Boise as its appraiser.
The Debtor has objected to unsecured portions of certain proofs of
claim filed by creditors holding vendees' liens against its
property. The objection in part relates to the claims for damages
concerning the Debtor's rejection of purchase agreements. The
proper calculation for damages depends on the fair market value of
the property at the time the contract was deemed breached and the
contract price. To prove the value of the fair market value of the
property retroactively, the Debtor requires the services of Integra
to provide the necessary valuation.
The Debtor will compensate Integra as follows:
Retainer $2,250 Due upon execution of contract
Upon Completion $2,250 Due upon completion of report
--------
$4,500 Total Fee
As disclosed in court filings, Integra Realty is a disinterested
person within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Robin Brady
Integra Realty Resources - Boise
1661 W. Shoreline Dr., Ste 200
Boise, ID 83702
Phone: (208) 342-2500
About Best View Construction
Nampa, Idaho-based Best View Construction & Development, LLC --
http://bestviewidaho.com/-- is a licensed and fully insured real
estate construction company specializing in modern and post modern
themed developments.
Best View Construction & Development filed a Chapter 11 petition
(Bankr. D. Idaho Case No. 20-00674) on July 22, 2020. In the
petition signed by Gaven J. King, owner and manager, the Debtor
disclosed $1,513,330 in assets and $2,819,123 in liabilities.
Judge Joseph M. Meier presides over the case. Angstman Johnson
serves as the Debtor's bankruptcy counsel.
BLUE STAR: Appoints Silvia Alana as Chief Financial Officer
-----------------------------------------------------------
Silvia Alana, 37, was appointed chief financial officer of Blue
Star Foods Corp, effective May 5, 2021.
Ms. Alana has been corporate controller of the Company since August
2020. Prior thereto, Ms. Alana was global technical accounting
manager at Brightstar Corporation from April 2018 to July 2020 and
Audit Manager at Crowe Horwath, LLP from July 2016 to April 2018.
Ms. Alana was a senior accountant in Global Accounting and
Reporting Services at Carnival Corporation & Plc from May 2013 to
February 2015 and an Auditor in Assurance at Pricewaterhouse
Coopers, LLP from January 2010 to May 2013. She graduated from
Florida International University with a Bachelor degree in
Accounting in 2008 and a Master of Accounting in 2009. Ms. Alana
is a Certified Public Accountant.
There is no arrangement or understanding between Ms. Alana and any
other persons pursuant to which Ms. Alana was appointed an officer
of the Company.
There are no family relationships between Ms. Alana and any of the
Company's executive officers or directors.
Ms. Alana has been a party to a three-year employment agreement,
dated Aug. 3, 2020, with the Company to serve as its corporate
controller for an annual base salary of $127,500, which increased
to $140,250 in February 2021. The agreement also provided for the
grant on the first anniversary of the agreement of a three-year
option to purchase that number of shares equal to 30% of her then
current salary at the market price of the Company's common stock.
About Blue Star Foods
Blue Star Foods Corp. is a sustainable seafood company that
processes, packages and sells refrigerated pasteurized Blue Crab
meat, and other premium seafood products. Its products are
currently sold in the United States, Mexico, Canada, the Caribbean,
the United Kingdom, France, the Middle East, Singapore and Hong
Kong. The company headquarters is in Miami, Florida (United
States), and its corporate website is:
http://www.bluestarfoods.com/
Blue Star reported a net loss of $4.44 million for the year ended
Dec. 31, 2020, a net loss of $5.02 million for the year ended Dec.
31, 2019, and a net loss of $2.28 million for the 12 months ended
Dec. 31, 2018. As of Dec. 31, 2020, the Company had $7.82 million
in total assets, $7.84 million in total liabilities, and a total
stockholders' deficit of $19,723.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2014, issued a "going concern" qualification in its report dateed
April 15, 2021, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern.
BMSL MANAGEMENT: Court Approves Amended Disclosure Statement
------------------------------------------------------------
Judge Robert E. Grossman approved as containing adequate
information, pursuant to Section 1125 of the Bankruptcy Code, the
Amended Disclosure Statement explaining the Amended Plan of BMSL
Management LLC.
All ballots to accept or reject the Plan must be submitted to be
actually received on or before 12 p.m. on May 27, 2021 by the
Debtor's counsel:
Heath S. Berger, Esq.
BERGER, FISCHOFF, SHUMER, WEXLER & GOODMAN, LLP
6901 Jericho Turnpike, Suite 230
Syosset, NY 11791
Fax: (516) 747-0382
Email: hberger@bfslawfirm.com
The hearing to consider confirmation of the Plan is set for June 2,
2021, at 10 a.m. A copy of the Order is available for free at
https://bit.ly/3exHaO7 from PacerMonitor.com.
About BMSL Management
BMSL Management LLC filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 20-43621) on Oct. 14, 2020, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by Shiryak Bowman Anderson Gill & Kadochnikov, LLP.
BOY SCOUTS: Claimant E.G.W. Opposes Disclosure Statement
--------------------------------------------------------
Claimant E.G.W., a minor child by and through her natural father
and guardian Brian Williams, represented by Brian D. Nettles, Esq.,
Christian M. Morris, Esq., and Andrea L. Vieira, Esq. of the law
firm Nettles | Morris filed an amended objection to the Disclosure
Statement accompanying the Second Amended Chapter 11 Reorganization
Plan of Boy Scouts of America and Delaware BSA, LLC.
Claimant E.G.W. objects to the adequacy of the Disclosure Statement
saying the Disclosure Statement fails to provide her with
sufficient information to make an informed decision on whether (a)
to vote to accept or reject the Plan, which proposes a release of
all local councils and may propose a release of charter
organizations, or (b) to raise a Best Interest of Creditors
objection.
According to the Claimant's counsel, Mr. Nettles, the Disclosure
Statement does not provide any property-by-property valuation of
the real or personal property that the Debtors intend to transfer
to a settlement trust, or any property-by-property valuation of the
real or personal property that the Debtors seek to retain. It is
imperative, he said, that the Disclosure Statement provide the
liquidation value or fair market value for each such property,
including the more-than-1,146-acre properties which were recorded
in the Nevada Assessor's office that the Boy Scouts America Las
Vegas Area Council owns.
A copy of the Objection is available for free at
https://bit.ly/3hh1i92 from Omni Agent Solutions, the claims
agent.
Claimant E.G.W. is also represented by:
Sally E. Veghte, Esq.
KLEHR HARRISON HARVEY BRANZBURG LLP
919 N. Market Street, Suite 1000
Wilmington, DE 19801
Telephone: (302) 552-5503
E-mail: sveghte@klehr.com
- and -
Morton Branzburg, Esq.
KLEHR HARRISON HARVEY BRANZBURG LLP
1835 Market Street, Suite 1400
Philadelphia, PA 19103
Telephone: (215) 569-2700
E-mail: mbranzburg@klehr.com
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BY CHLOE: PE Firms Tried to Profit From Her IP, Says Coscarelli
---------------------------------------------------------------
Law360 reports that celebrity chef Chloe Coscarelli is suing
private equity giants including Bain Capital in New York federal
court for allegedly infringing and profiting off her trademarks,
the latest in a long-running fight over control of her now-bankrupt
"By Chloe" vegan restaurant chain.
In a lawsuit filed Monday, May 10, 2021, Coscarelli says the firms
unlawfully invested more than $30 million in BC Hospitality Group
Inc. , a corporate entity created by father-and-daughter
restaurateurs James Haber and Samantha Wasser allegedly to cut
Coscarelli out of the restaurant chain. Even after an arbitrator
declared that deal unlawful in 2020, Coscarelli claims the firms
continued to expand the franchise.
About By Chloe
By Chloe is a fast-casual vegan restaurant chain based in New York
City.
BC Hospitality Group Inc. and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 20-13103) on Dec. 14,
2020. BC Hospitality was estimated to have assets of $10 million
to $50 million and liabilities of $1 million to $10 million.
YOUNG CONAWAY STARGATT & TAYLOR, LLP, is the Debtors' counsel.
ANKURA CONSULTING GROUP, LLC, is the financial advisor.
CAMBER ENERGY: Delays Filing of 2020 Annual Report
--------------------------------------------------
Camber Energy, Inc. filed a Form 12b-25 with the Securities and
Exchange Commission notifying the delay in the filing of its Annual
Report on Form 10-K for the year ended Dec. 31, 2020.
The Company has experienced delays in completing its Transition
Report on Form 10-K for the transition period ended Dec. 31, 2020,
within the prescribed time period, due to delays in assembling the
financial information required to be reviewed by its independent
auditor, and in completing the accounting of certain transactions
affecting the Company. The delay could not be eliminated without
unreasonable effort or expense.
The Company plans to file its completed Transition Report on Form
10-K on or before the fifteenth day following the prescribed due
date.
About Camber Energy
Based in Houston, Texas, Camber Energy -- http://www.camber.energy
-- is primarily engaged in the acquisition, development and sale of
crude oil, natural gas and natural gas liquids from various known
productive geological formations, including from the Hunton
formation in Lincoln, Logan, Payne and Okfuskee Counties, in
central Oklahoma; the Cline shale and upper Wolfberry shale in
Glasscock County, Texas; and Hutchinson County, Texas, in
connection with its Panhandle acquisition which closed in March
2018.
Camber Energy reported a net loss of $3.86 million for the year
ended March 31, 2020, compared to net income of $16.64 million for
the year ended March 31, 2019. As of Sept. 30, 2020, the Company
had $11.79 million in total assets, $1.61 million in total
liabilities, $6 million in preferred stock (series C), and $4.18
million in total stockholders' equity.
Marcum LLP, in Houston, Texas, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated June 29,
2020, citing that the Company has incurred significant losses from
operations and had an accumulated deficit as of March 31, 2020 and
2019. These factors raise substantial doubt about its ability to
continue as a going concern.
CARBONLITE RECYCLING: Bid Protections for DAK Americas Approved
---------------------------------------------------------------
Judge John T. Dorsey of the U.S. Bankruptcy Court for the District
of Delaware approved the PA Facility Bid Protections proposed by
CarbonLite Recycling Holdings, LLC, and affiliates in connection
with the sale of Reading Facility to DAK Americas LLC, subject to
overbid.
In accordance with the Bid Procedures Order, the Seller, with the
consent of the applicable Consent Parties and after consultation
with the Committee, and subject to the Court's approval of same as
an allowed administrative expense, has agreed to provide the PA
Facility Stalking Horse Bidder with the following: (a) a Break-Up
Fee as set forth in the PA Facility Stalking Horse Agreement in the
amount of $2.88 million, and (b) Expense Reimbursement for expenses
actually incurred by the PA Facility Stalking Horse Bidder in
connection with its bid, in an amount up to $350,000 ("PA Facility
Bid Protections").
The PA Facility Bid Protections will be earned by and payable to
the PA Facility Stalking Horse Bidder as set forth in the Order,
without need for further order of the Court.
The PA Facility Bid Protections will only be earned by and payable
to the PA Facility Stalking Horse Bidder upon the Closing of a Sale
Transaction with a Successful Bidder that has Overbid the PA
Facility Stalking Horse Bidder on the PA Facility included in the
PA Facility Stalking Horse Bid ("Alternative Transaction") in
accordance with the Bid Procedures and as set forth in the Order
and Section 8.1(i) of the PA Facility Stalking Horse Agreement.
The PA Facility Bid Protections will not be payable upon
termination of the PA Facility Stalking Horse Agreement by either
party or both parties for any reasons except as provided in the
Order.
Section 8.1(g) of the PA Facility Stalking Horse Agreement is
revised with the agreement of the Seller and the Purchaser to
provide: "By Purchaser, if (i) prior to the Auction, other than as
contemplated by the Bid Procedures Order or the Agreement, the
Seller enters into a definitive agreement with respect to any
Alternative Transaction, and such Alternative Transaction is later
consummated or (ii) after the conclusion of the Auction, if
Purchaser is the Successful Bidder, Seller enters into any
Alternative Transaction, and such Alternative Transaction is later
consummated."
The Debtors are authorized to take all actions necessary to
effectuate the relief granted pursuant to the Order.
About CarbonLite Recycling Holdings, LLC
CarbonLite Recycling Holdings, LLC and affiliates are on the
forefront of processing post-consumer recycled polyethylene
terephthalate (rPET) plastic products and producing high-quality
rPET and polyethylene terephthalate ("PET") beverage and food
packaging products. As of the Petition Date, the Debtors operate
two facilities, one in Dallas, Texas and the other in Riverside,
California at which they process PET bottles and flake into rPET
pellets, which are later incorporated into other products and
packaging. The Debtors are scheduled to begin operations at a
third
processing facility in Reading, Pennsylvania in April 2021. The
Debtors also operate PinnPack, which processes the rPET and PET
into high-quality thermoformed packaging and similar products at a
facility in Oxnard, California which the Debtors sell to customers
including restaurants and grocery stores.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 21-10527) on March 8,
2021. In the petition signed by Brian Weiss, chief restructuring
officer, the Debtor disclosed up to $50,000 in both assets and
liabilities.
Judge John T. Dorsey oversees the case.
James E. O'Neill, Esq. at Pachulski Stang Ziehl & Jones LLP is the
Debtor's counsel.
CARBONYX INC: Unsecureds to Get $990K in Sunshine Plan
------------------------------------------------------
Evan L. Shaw, unsecured creditor of debtor Carbonyx, Inc., and
Sunshine Recycling, Inc., submitted a First Amended Combined Plan
of Reorganization and Disclosure Statement for the Debtor dated May
9, 2021.
The Debtor is no longer operating, and that it no longer holds a
lease interest in the building in Oklahoma in which it once
operated. According to the Debtor, its owns assets comprised
primarily of machinery and equipment with an appraised value of
$590,000.
The Debtor scheduled only one non-Disputed Unsecured Claim, in the
name of the Law Office of Van Shaw (the correct name of the
creditor is Evan L. Shaw, the owner of the Law Office of Van Shaw),
one of the Plan Proponents, in the amount of $750,000. No
objection to this Claim has been filed. Evan L. Shaw is filing his
own claim in the case.
The Debtor scheduled Frank Rango, C6 LLC, Bhavna Patel, River
Partners Capital Management, LLP, and Harmir Realty Co. LP with
Disputed Unsecured Claims totaling $30,500,000. Frank Rango, C6
Ardmore Ventures, LLC, Bhavna Patel, River Partners 2012-CBX LLC,
and Harmir Realty Co. LP filed Unsecured Proofs of Claim in the
total amount of 34,250,544. The Debtor filed Objections to these
Claims, but the Trustee has filed withdrawals of those Objections,
to which the Debtor objects. The objections are set for a status
conference on April 6, 2021. The Plan Proponents intend to file
objections to these Claims primarily on the basis that they are
equity interest holders, not creditors. These persons have shares
of stock in the Debtor as a result of a conversion of their claims
from debt to equity. There is no question but that these persons
are insiders.
This Plan provides for the payment of $5,000 per month for five
years to Class 4, 5 and 6 Claimants, and $1,500 per month for five
years to Class 7 Claimants, which equates to total payments of
$990,000. Therefore, this Plan provides for higher returns to
creditors than a Chapter 7 liquidation.
Class 5 consists of allowed claims of Evan L. Shaw. Class 5 Claims
will be satisfied by the payment of $5,000 per month for 60 months
(for a total of $300,000). Payments will commence on the first day
of the first month following the Effective Date and continue on the
first day of each month thereafter for 60 months. These Claims are
impaired.
Class 6 consists of Allowed Insider Claims of Frank Rango, C6
Ardmore Ventures, LLC, Bhavna Patel, River Partners 2012-CBX LLC,
and Harmir Realty Co. LP. Class 6 Claims shall be satisfied by the
payment of $5,000.00 per month for 60 months (for a total of
$300,000). Payments will commence on the first day of the first
month following the Effective Date and continue on the first day of
each month thereafter for 60 months. These Insider Claims are
impaired.
These claims are separately classified because they are insider
claims and were converted to equity interests. These Claimants will
only receive payment if they have Allowed Claims as creditors.
Otherwise their interests are those of equity interest holders.
Further, the Debtor will convey the patents in which it holds an
interest to these Alleged Claimants in partial satisfaction of
their claims on the Effective Date even if their claims are those
of equity and not those of creditors. The value of these patent
interests has not been determined but are tendered to these persons
as further consideration under this Plan.
The Plan is proposed by Evan L. Shaw, a creditor of the Debtor, and
by Sunshine Recycling, Inc., an operator of scrap metal recycling
plants. Mr. Shaw was listed by the Debtor as an undisputed,
unsecured creditor in the amount of $750,000.00. Mr. Shaw is a
creditor of the Debtor by virtue of a Guaranty Agreement under
which the Debtor guaranteed the obligation of Carbonyx
International USA, Inc. pursuant to a Promissory Note executed
September 19, 2017.
The funding and distribution of the payments due to creditors under
the Plan shall be the responsibility of Carbonyx II, as operated
and managed by Sunshine Recycling, Inc. The source of such funding
shall be the payments to be received from Sunshine for the purchase
of all of Carbonyx II's production pursuant to the Output Contract,
to be no less than $25,000 per month. Sunshine Recycling has signed
this Plan as an indication of its agreement to the obligations it
is undertaking pursuant to the Plan.
Like in the prior iteration of the Plan, Class 7 consists of
Allowed General Unsecured Claims. Each of the Class 7 Claimants
shall be paid pro-rata out of $1,500 per month for a period of 60
months. Payments shall commence on the first day of the first month
following the Effective Date and continue on the first of each
month thereafter for 60 months.
A full-text copy of the First Amended Combined Plan and Disclosure
Statement dated May 9, 2021, is available at https://bit.ly/3y0DXi5
from PacerMonitor.com at no charge.
Attorneys for Evan Shaw, and Sunshine Recycling:
Joyce W. Lindauer
Kerry S. Alleyne
Guy H. Holman
Joyce W. Lindauer Attorney, PLLC
1412 Main St. Suite 500
Dallas, Texas 75202
Telephone: (972) 503-4033
Facsimile: (972) 503-4034
About Carbonyx Inc.
Plano, Texas-based Carbonyx, Inc., was in the business of producing
a carbon-alloy material created as a replacement for blast-furnace
coke used in steelmaking. Carbonyx was founded in 2000 by
Siddhartha Gaur.
Plano, Texas-based Carbonyx, Inc., filed a Chapter 11 petition
(Bankr. E.D. Tex. Case No. 20-40494) on Feb. 18, 2020. In the
petition signed by Hasmukh Patel, authorized agent, the Debtor was
estimated to have up to $50,000 in assets and $10 million to $50
million in liabilities.
Judge Brenda T. Rhoades oversees the case.
Eric A. Liepins, P.C. serves as the Debtor's bankruptcy counsel.
On Nov. 10, 2020, Linda Payne was appointed as Chapter 11 trustee
in the Debtor's case. The trustee is represented by the Law
Offices of Bill F. Payne, PC.
CARIBBEAN COMMERCIAL: Asks Court to Leave Chapter 11 Behind
-----------------------------------------------------------
Law360 reports that the U.S. subsidiary of an Anguillan bank has
asked a New York bankruptcy judge to wind down its nearly
five-year-old Chapter 11 case, saying a litigation trust will take
over its claims against the bank regulator it claims used it as a
"piggy bank." In a motion filed Monday the Caribbean Commercial
Investment Bank and the National Bank of Anguilla asked the court
to end their Chapter 11 cases, saying with their liquidating plan
approved in 2020 and the case can be considered "fully
administered" even while its adversary action remains on hold.
About Caribbean Commercial Investment Bank
Caribbean Commercial Investment Bank Ltd is a commercial bank
incorporated and licensed in Anguilla, with its headquarters
located at 2 St. Mary's Street, The Valley, Anguilla. The Bank is
wholly-owned by the Caribbean Commercial Bank (Anguilla) Ltd.
("CCB"), which was incorporated pursuant to the laws of Anguilla as
a privately-owned company. On Aug. 12, 2013, the Eastern Caribbean
Central Bank, which was the regulator of CCB, placed the affairs of
CCB into conservatorship pursuant to the Eastern Caribbean Central
Bank Agreement Act.
Caribbean Commercial Bank (Anguilla) Ltd. is the sole shareholder
of the Debtor. CCB was incorporated pursuant to the laws of
Anguilla as a privately-owned company. On April 22, 2016, Eastern
Caribbean Central Bank appointed a receiver for the CCB pursuant to
Section 137 of Anguilla's Banking Act, No. 6 of 2015.
Caribbean Commercial Investment Bank Ltd. filed a Chapter 11
bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-13311) on Nov. 22,
2016, listed under $50 million in both assets and liabilities.
The
petition was signed by William Tacon, as foreign representative.
The Hon. Stuart M. Bernstein presides over the case.
James C. McCarroll, Esq., Jordan W. Siev, Esq., and Kurt F. Gwynne,
Esq., at Reed Smith LLP, serve as counsel.
CENTURY ALUMINUM: Widens Net Loss to $140 Million in First Quarter
------------------------------------------------------------------
Century Aluminum Company filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $140 million on $444 million of total net sales for the three
months ended March 31, 2021, compared to a net loss of $2.7 million
on $421.2 million of total net sales for the three months ended
March 31, 2020.
As of March 31, 2021, the Company had $1.36 billion in total
assets, $364.3 million in total current liabilities, $590.8 million
in total noncurrent liabilities, and $408.3 million in total
shareholders' equity.
The Company said, "We believe that cash provided from operations
and financing activities will be adequate to cover our operations
and business needs over the next twelve months. As of March 31,
2021, we had cash and cash equivalents of approximately $26.3
million and unused availability under our revolving credit
facilities of $63.8 million, resulting in a total liquidity
position of approximately $90.1 million."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/949157/000094915721000080/cenx-20210331.htm
About Century Aluminum Company
Century Aluminum Company -- http://www.centuryaluminum.com-- is a
global producer of primary aluminum and operates aluminum reduction
facilities, or "smelters," in the United States and Iceland.
Century Aluminum reported a net loss of $123.3 million for the year
ended Dec. 31, 2020, compared to a net loss of $80.8 million for
the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had
$1.39 billion in total assets, $240.3 million in total current
liabilities, $613.2 million in total noncurrent liabilities, and
$546.1 million in total shareholders' equity.
CHARTER NEXT: KKR & Leonard Green LBO No Impact on Moody's B3 CFR
-----------------------------------------------------------------
Moody's Investors Service commented that the May 6, 2021
announcement that KKR & Co. Inc had signed a definitive agreement
to invest in Charter Next Generation, Inc. ("CNG") has no immediate
impact on the CNG's B3 Corporate Family Rating or other ratings.
KKR will be joining Leonard Green & Partners, L.P. as an equal
co-owner of the business, and a wholly owned subsidiary of the Abu
Dhabi Investment Authority (ADIA) will also be investing in the
transaction to become a minority owner. The proposed transaction is
a credit negative for CNG as it will increase leverage.
The exact details and closing date of the deal have not been
announced. However, pro forma for the proposed LBO, Moody's expects
adjusted debt to LTM EBITDA at January 3, 2021 to rise to over 8.0x
from 7.6x, but free cash flow to debt to remain strong in the low
to mid-single digits. Moody's expects liquidity to remain strong
with continued high availability under the $100 million revolver
which expires 2025 and abundant cushion under the financial
covenant.
Moody's will continue to evaluate the details of the transaction as
they emerge, including additional information pertaining to the
ultimate financing structure, projected operating performance, and
deleveraging plans. However, barring material changes to financial
policies and projected operating results and deleveraging, the
ratings could be maintained.
Charter Next Generation, Inc., headquartered in Milton, Wisconsin,
is a producer of specialty polyethylene films primarily for food
and consumer products, industrial and medical applications. The
primary raw material used is various polyethylene resins. Revenue
for the 12 months ended January 3, 2021 was $987 million.
Approximately 94% of revenue is generated in the U.S., 4% in Canada
and the remainder in Europe and Asia. CNG has been majority-owned
by Leonard Green & Partners L.P. since May 2017, with Oak Hill
Capital Partners holding a minority stake in the company. The
company does not publicly disclose financial information.
CONNECTIONS COMMUNITY: Hires Omni as Administrative Agent
---------------------------------------------------------
Connections Community Support Programs, Inc. seeks approval from
the U.S. Bankruptcy Court for the District of Delaware to hire Omni
Agent Solutions as its administrative agent.
The firm will render these services:
a. assist in the solicitation, balloting and tabulation of
votes, prepare any related reports in support of confirmation of a
Chapter 11 plan, and process requests for documents;
b. prepare an official ballot certification and, if necessary,
testify in support of the ballot tabulation results;
c. assist in the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;
d. provide a confidential data room, if requested;
e. manage and coordinate any distributions pursuant to a
Chapter 11 plan; and
f. provide other bankruptcy administrative services.
Paul Deutch, executive vice president of Omni, disclosed in a court
filing that his firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Paul H. 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 Connections Community Support Programs
Connections Community Support Programs Inc. is a multifaceted
not-for-profit 501(c)(3) health and human services organization
operating and founded in Delaware with over 100 locations
throughout Delaware and more than 1,100 employees.
Since its founding in 1985, CCSP has grown from providing
assistance to older adults with lifelong histories of psychiatric
hospitalization to one of Delaware's largest nonprofit
organizations that touches the lives of approximately 10,000 of
Delaware's most vulnerable citizens and their families, dealing
with behavioral health and substance use disorders, housing
challenges, and developmental and intellectual disabilities. The
organization leases 408 properties (including 389 leased
facilities associated with housing and veterans' services) and owns
48 properties.
Connections Community Support Programs filed for Chapter 11
protection (Bankr. D. Del. Case No. 21-10723) on April 19, 2021.
The Debtor had estimated assets and debt of $50 million to $100
million as of the bankruptcy filing.
The Debtor tapped Chipman Brown Cicero & Cole, LLP, led by Mark L.
Desgrosseilliers, Esq., as legal counsel and SSG Advisors, LLC as
investment banker. Robert Katz, managing director at EisnerAmper
LLP, serves as the Debtor's chief restructuring officer. Omni
Agent Solutions is the claims and noticing agent and administrative
agent.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors on May 3, 2021. The committee is represented
by Christopher A. Ward, Esq.
On April 26, 2021, the U.S. Trustee for Region 3 appointed Eric M.
Huebscher as patient care ombudsman in this Chapter 11 case. The
ombudsman tapped Huebscher & Company as his consultant and advisor.
CONNECTIONS COMMUNITY: Taps Robert Katz of EisnerAmper as CRO
-------------------------------------------------------------
Connections Community Support Programs, Inc. seeks approval from
the U.S. Bankruptcy Court for the District of Delaware to hire
EisnerAmper, LLP and designate Robert Katz, the firm's managing
director, as its chief restructuring officer.
The firm's services include:
a. providing consulting services to assist with the Debtor's
restructuring;
b. coordinating with the Debtor's legal counsel relating to
the Department of Justice's investigation and lawsuits;
c. communicating with stakeholders, preparing statements and
schedules, cash flow and variance forecasting;
d. perform the restructuring services in accordance with
applicable professional standards, including the Statements on
Standards for Consulting Services issued by the American Institute
of Certified Public Accountants; and
e. assist the Debtor with revenue cycle management
improvements and enhancements.
The fee for Mr. Katz's services is $145,000 per month. The
retainer fee is $75,000.
Mr. Katz disclosed in a court filing that his firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Robert Katz
EisnerAmper LLP
One Logan Square
130 North 18th Street, Suite 3000
Philadelphia, PA 19103
Phone: 215-881-8800/215-881-8828
About Connections Community Support Programs
Connections Community Support Programs Inc. is a multifaceted
not-for-profit 501(c)(3) health and human services organization
operating and founded in Delaware with over 100 locations
throughout Delaware and more than 1,100 employees.
Since its founding in 1985, CCSP has grown from providing
assistance to older adults with lifelong histories of psychiatric
hospitalization to one of Delaware's largest nonprofit
organizations that touches the lives of approximately 10,000 of
Delaware's most vulnerable citizens and their families, dealing
with behavioral health and substance use disorders, housing
challenges, and developmental and intellectual disabilities. The
organization leases 408 properties (including 389 leased
facilities associated with housing and veterans' services) and owns
48 properties.
Connections Community Support Programs filed for Chapter 11
protection (Bankr. D. Del. Case No. 21-10723) on April 19, 2021.
The Debtor had estimated assets and debt of $50 million to $100
million as of the bankruptcy filing.
The Debtor tapped Chipman Brown Cicero & Cole, LLP, led by Mark L.
Desgrosseilliers, Esq., as legal counsel and SSG Advisors, LLC as
investment banker. Robert Katz, managing director at EisnerAmper
LLP, serves as the Debtor's chief restructuring officer. Omni
Agent Solutions is the claims and noticing agent and administrative
agent.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors on May 3, 2021. The committee is represented
by Christopher A. Ward, Esq.
On April 26, 2021, the U.S. Trustee for Region 3 appointed Eric M.
Huebscher as patient care ombudsman in this Chapter 11 case. The
ombudsman tapped Huebscher & Company as his consultant and advisor.
CONNECTIONS COMMUNITY: Taps SSG Advisors as Investment Banker
-------------------------------------------------------------
Connections Community Support Programs, Inc. seeks approval from
the U.S. Bankruptcy Court for the District of Delaware to hire SSG
Advisors, LLC as its investment banker.
The firm will render these services:
-- prepare an information memorandum describing the Debtor, its
historical performance and services;
-- assist the Debtor in compiling a data room of any necessary and
appropriate documents related to the sale;
-- assist in developing a list of suitable potential buyers who
will be contacted after approval by the Debtor and update and
review such list with the Debtor on an on-going basis;
-- coordinate the execution of confidentiality agreements for
potential buyers wishing to review the information memorandum;
-- assist the Debtor in coordinating site visits for interested
buyers and work with the management team to develop appropriate
presentations for such visits;
-- solicit competitive offers from potential buyers;
-- sdvise and assist the Debtor in structuring the sale and
negotiating the transaction agreements; and
-- otherwise assist the Debtor and its other professionals, as
necessary, through closing on a best efforts basis.
The firm will be compensated as follows:
1. Initial Fee. An initial fee of $40,000.
2. Monthly Fees. A monthly fee of $40,000 payable beginning
April 1, 2021.
3. Financing Fee. Upon the closing of a financing transaction
to any party, SSG shall be entitled to a fee payable in cash, in
federal funds via wire transfer or certified check, at and as a
condition of closing of such financing equal to 2.0% of any senior
debt raised from any financing source, including senior revolver
and term loan, plus 4.0 percent of any Tranche B, traditional
subordinated debt or equity raised regardless of whether the Debtor
chose to draw down the full amount of the financing.
Notwithstanding the foregoing, SSG shall not be entitled to any
financing fee related to capital, financing or guaranty from any
existing lender or equity investor or government economic
assistance program.
4. Sale Fee. Upon the consummation of a sale transaction to
any party and as a direct carveout from proceeds of any sale, prior
in right to any post- or pre-petition secured debt, SSG shall be
entitled to a fee, payable in cash, in federal funds via wire
transfer or certified check, at and as a condition of closing of
such sale, equal to the greater of (a) $450,000 or (b) three
percent of total consideration. In the event that the Debtor
determines to terminate the sale process and move to an orderly
wind-down of its assets, then SSG's sale fee shall be $150,000.
5. Restructuring Fee. Upon confirmation of a plan of
reorganization effectuating a restructuring, SSG shall be entitled
to a fee payable in cash, in federal funds via wire transfer or
certified check, at and as a condition of closing such transaction
equal to $450,000. SSG shall not be entitled to both a sale fee and
a restructuring fee.
J. Scott Victor, managing director at SSG Advisors, 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:
J. Scott Victor
SSG Advisors, LLC
300 Barr Harbor Drive, Suite 420
West Conshohocken, PA 19428
Phone: (610) 940-1094
Fax: (610) 940-4719
Email: jsvictor@ssgca.com
About Connections Community Support Programs
Connections Community Support Programs Inc. is a multifaceted
not-for-profit 501(c)(3) health and human services organization
operating and founded in Delaware with over 100 locations
throughout Delaware and more than 1,100 employees.
Since its founding in 1985, CCSP has grown from providing
assistance to older adults with lifelong histories of psychiatric
hospitalization to one of Delaware's largest nonprofit
organizations that touches the lives of approximately 10,000 of
Delaware's most vulnerable citizens and their families, dealing
with behavioral health and substance use disorders, housing
challenges, and developmental and intellectual disabilities. The
organization leases 408 properties (including 389 leased
facilities associated with housing and veterans' services) and owns
48 properties.
Connections Community Support Programs filed for Chapter 11
protection (Bankr. D. Del. Case No. 21-10723) on April 19, 2021.
The Debtor had estimated assets and debt of $50 million to $100
million as of the bankruptcy filing.
The Debtor tapped Chipman Brown Cicero & Cole, LLP, led by Mark L.
Desgrosseilliers, Esq., as legal counsel and SSG Advisors, LLC as
investment banker. Robert Katz, managing director at EisnerAmper
LLP, serves as the Debtor's chief restructuring officer. Omni
Agent Solutions is the claims and noticing agent and administrative
agent.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors on May 3, 2021. The committee is represented
by Christopher A. Ward, Esq.
On April 26, 2021, the U.S. Trustee for Region 3 appointed Eric M.
Huebscher as patient care ombudsman in this Chapter 11 case. The
ombudsman tapped Huebscher & Company as his consultant and advisor.
COSI INC: Wins Quick Case Dismissal for Federal Relief Fund
-----------------------------------------------------------
Leslie A. Pappas of Bloomberg Law reports that Cosi Inc. convinced
a court to dismiss its Chapter 11 case, allowing the fast-casual
restaurant chain to apply for a new, federal relief program for the
restaurant industry that's largely unavailable to bankrupt
companies.
The company's emergency request to dismiss the case is unusual but
rational, Judge Brendan L. Shannon of the U.S. Bankruptcy Court for
the District of Delaware said at a hearing Tuesday, May 11, 2021.
The judge, in approving the company's motion, noted that Cosi isn't
eligible to apply for a grant from the Restaurant Revitalization
Fund until its reorganization plan is confirmed.
The $28.6 billion RRF relief fund, which is part of the $1.9
trillion Covid relief package passed by Congress in March, offers
restaurants grants of up to $10 million. Cosi tried to accelerate
its bankruptcy case earlier this month to apply for the grant,
hoping that an interim court confirmation of its plan would make
the company eligible.
But the Small Business Administration, which is administering the
fund, informed Cosi on May 7 that interim plan approval wouldn't be
enough. Under agency policy, companies that have filed for
bankruptcy can't apply for relief unless they have a
court-confirmed plan.
It was the second time since Cosi filed for bankruptcy in February
2020 that the SBA had rejected its request for Covid relief.
Cosi tried early in its bankruptcy to get a loan under the CARES
Act's Paycheck Protection Program, but the SBA rejected the
application because the company was in Chapter 11.
The PPP rejection was "a gut punch" and being turned away for RRF
"was the upper cut to the jaw that put us on the canvas," Cosi's
attorney, Mark E. Felger of Cozen O'Connor, said at the hearing
Tuesday.
The RRF funds will likely run out if Cosi doesn't immediately get
its application in the queue, Felger said. Cosi will apply to the
program as soon as its case is dismissed, he said.
The SBA's policy on eligibility for RRF grants is the same as the
one for PPP loans. The agency updated its guidance in April 2021
to allow companies with court-approved bankruptcy plans to apply
for PPP loans.
The SBA is taking no position on Cosi's steps to dismiss the case,
Dominique Sinesi, an attorney from the Department of Justice
representing the SBA, told the court.
Shannon also gave his preliminary approval to Cosi's disclosure
statement, enabling the company to seek votes on its plan outside
of court. The judge also agreed to reinstate the case later on five
days’ notice if Cosi requests it.
"Go forth and apply, and good luck with the application," Shannon
said.
Cosi's lenders and trade creditors also supported the emergency
dismissal.
About Cosi Inc.
Cosi, Inc. -- https://www.getcosi.com/ -- and its affiliates
operate fast-casual restaurants under the COSI brand. COSI features
flatbread made fresh throughout the day and specializes in a
variety of made-to-order hot and cold sandwiches, salads, bowls,
breakfast wraps, bagels, melts, soups, flatbread pizzas, snacks,
desserts, and a large offering of handcrafted, coffee-based, and
specialty beverages.
Cosi, Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 20-10417) on Feb. 24, 2020. Cosi, Inc., was
estimated to have $10 million to $50 million in assets and
liabilities. Judge Brendan L. Shannon is the case judge. The
Debtors tapped Cozen O'Connor as counsel. Omni Agent Solutions is
the claims and noticing agent.
CTI BIOPHARMA: Incurs $17.3 Million Net Loss in First Quarter
-------------------------------------------------------------
CTI Biopharma Corp. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $17.27 million for the three months ended March 31, 2021,
compared to a net loss of $12.19 million for the three months ended
March 31, 2020.
As of March 31, 2021, the Company had $42.79 million in total
assets, $16.14 million in total liabilities, and $26.65 million in
total stockholders' equity.
The Company has funded its operations from proceeds from the sales
and the issuance of equity securities, payments pursuant to license
and collaboration agreements and the incurrence of debt. As of
March 31, 2021, the Company had $37.2 million in cash, cash
equivalents and short-term investments
Net cash used in operating activities increased to $16.8 million
during the three months ended March 31, 2021 compared to $10.4
million for the same period in 2020. The increase was primarily
due to increases in research and development and general and
administrative expenses associated with continued development and
preparation for the potential commercialization of pacritinib.
Net cash provided by investing activities was $8.0 million and $2.5
million during the three months ended March 31, 2021 and 2020,
respectively. The change was due to the amounts of short-term
investments matured between periods.
Net cash provided by financing activities was $1.5 million and
$57.9 million during the three months ended March 31, 2021 and
2020, respectively. The change was primarily attributable to the
net proceeds from the completion of its rights offering in March
2020.
The Company said, "We have historically funded our operations
through the sale of equity securities, funding received from our
licensees and collaborators and debt financing. We do not expect
to achieve or sustain profitability for the foreseeable future. We
had a net loss of $17.3 million for the three months ended March
31, 2021 and an accumulated deficit of $2.3 billion as of March 31,
2021, primarily from expenses incurred in connection with our
research programs and from general and administrative costs
associated with our operations. We believe that our cash, cash
equivalents and short-term investments, together with the net
proceeds of $53.5 million received upon completion of the public
offering of our common stock and our Series X1 Preferred Stock in
April 2021, will be sufficient to fund our projected operations
into the fourth quarter of 2021. This raises substantial doubt
about our ability to continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/891293/000089129321000025/ctic-20210331.htm
About CTI BioPharma
Headquartered in Seattle, Washington, CTI BioPharma Corp. is a
biopharmaceutical company focused on the acquisition, development
and commercialization of novel targeted therapies for blood-related
cancers that offer a unique benefit to patients and their
healthcare providers. The Company concentrates its efforts on
treatments that target blood-related cancers where there is an
unmet medical need. In particular, the Company is focused on
evaluating pacritinib, its sole product candidate currently in
active development, for the treatment of adult patients with
myelofibrosis. In addition, the Company has recently started
developing pacritinib for use in hospitalized patients with severe
COVID-19, in response to the COVID-19 pandemic.
CTI Biopharma reported a net loss of $52.45 million for the year
ended Dec. 31, 2020, compared to a net loss of $40.02 million for
the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had
$58.24 million in total assets, $18.21 million in total
liabilities, and $40.03 million in total stockholders' equity.
Seattle, Washington-based Ernst & Young LLP, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated March 17, 2021, citing that the Company has suffered losses
from operations and has stated that substantial doubt exists about
the Company's ability to continue as a going concern.
CUENTAS INC: Incurs $1.7 Million Net Loss in First Quarter
----------------------------------------------------------
Cuentas, Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q disclosing a net loss attributable to
the company of $1.68 million on $225,000 of revenue for the three
months ended March 31, 2021, compared to a net loss attributable to
the company of $2.16 million on $134,000 of revenue for the three
months ended March 31, 2020.
As of March 31, 2021, the Company had $13.53 million in total
assets, $3.34 million in total liabilities, and $10.19 million in
total stockholders' equity.
As of March 31, 2021, the Company had $6,482,000 of cash, total
current assets of $6,727,000 and total current liabilities of
$3,249,000 creating a working capital of $3,478,000. As of Dec.
31, 2020, the Company had $227,000 of cash, total current assets of
$296,000 and total current liabilities of $6,480,000 creating a
working capital deficit of $6,184,000. The increase in the
Company's working capital deficit was mainly attributable to the
decrease in Accounts Payables in the amount of 1,952,000, decrease
in our other Accounts Payables in the amount of 1,376,000 and
increase in its Cash and Cash equivalents in the amount of
$6,255,000.
Net cash used in operating activities was $3,356,000 for the
three-month period ended March 31, 2021, as compared to cash used
in operating activities of $738,000 for the three-month period
ended March 31, 2020. The Company's primary uses of cash have been
for professional support and working capital purposes.
Net cash used in investing activities was $47,000 for the
three-month period ended March 31, 2021. Net cash used in
investing activities was $0 for the three-month period ended March
31, 2020.
Net cash provided by financing activities was approximately
$9,658,000 for the three-month period ended March 31, 2020, as
compared to net cash provided by financing activities was
approximately $743,000 for the three-month period ended March 31,
2020.
The Company stated, "Due to our operational losses, we have
principally financed our operations through the sale of our Common
Stock and the issuance of convertible debt."
"We have principally financed our operations through the sale of
our Common Stock to private investors, issuance of convertible
loans debt and loans from our shareholders."
"Our lack of operating history makes predictions of future
operating results difficult to ascertain. Our prospects must be
considered in light of the risks, expenses and difficulties
frequently encountered by companies in their early stage of
development, particularly companies in new and rapidly evolving
markets. Such risks for us include, but are not limited to, an
evolving and unpredictable business model and the management of
growth," the Company stated in the report."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1424657/000121390021024609/f10q0321_cuentasinc.htm
About Cuentas
Headquartered in Miami, Florida, Cuentas, Inc. --
http://www.cuentas.com-- is a Fintech company utilizing technical
innovation together with existing and emerging technologies to
deliver accessible, efficient and reliable mobile, new-era and
traditional financial services to consumers. Cuentas is
proactively applying technology and compliance requirements to
improve the availability, delivery, reliability and utilization of
financial services especially to the unbanked, underbanked and
underserved segments of today's society.
Cuentas, reported a net loss attributable to the company of $8.10
million for the year ended Dec. 31, 2020, compared to a net loss
attributable to the company of $1.32 million for the year ended
Dec. 31, 2019. As of Dec. 31, 2020, Cuentas had $7.50 million in
total assets, $6.57 million in total liabilities, and $931,000 in
total stockholders' equity.
CYPRUS MINES: To Depose Ch. 11 Claims Representative Candidates
---------------------------------------------------------------
Law360 reports that bankrupt talc miner Cyprus Mines will be able
to depose two candidates proposed by the debtor's past insurers to
represent the interests of future injury claimants after a Delaware
judge approved a discovery timeline Monday related to competing
motions to appoint such a representative.
Cyprus Mines Corp. and its former insurers have proposed separate
candidates to fill the future claims representative position in the
debtor's Chapter 11 case, and the discovery schedule approved by
the court calls for any document production and depositions to be
concluded by May 19, 2021, with a hearing on the competing motions
set for June 2, 2021.
About Cyprus Mines Corporation
Cyprus Mines Corporation is a Delaware corporation and a
wholly-owned subsidiary of Cyprus Amax Minerals Co., which is an
indirect subsidiary of Freeport-McMoRan Inc. It currently has
relatively limited business operations, which include the ownership
of various parcels of real property, certain royalty interests that
generate de minimis revenue (e.g., less than $1,500 in each of the
past two calendar years), and the ownership of an operating
subsidiary that conducts marketing activities.
Cyprus Mines is a predecessor in interest of Imerys Talc America,
Inc. In June 1992, Cyprus Mines sold its talc-related assets to RTZ
America Inc. (later known as Rio Tinto America, Inc.) through a
two-step process. First, Cyprus Mines transferred its talc-related
assets and liabilities (subject to minor exceptions) to Cyprus Talc
Corporation, a newly formed subsidiary of Cyprus Mines, pursuant to
an Agreement of Transfer and Assumption, dated June 5, 1992.
Second, Cyprus Mines sold the stock of Cyprus Talc Corporation to
RTZ pursuant to a Stock Purchase Agreement, also dated June 5, 1992
(as amended, the "1992 SPA"). The purchase price was approximately
$79.5 million. Cyprus Talc Corporation was later renamed Imerys
Talc America, Inc. By virtue of the 1992 ATA, the entity now named
Imerys expressly and broadly assumed the talc liabilities of Cyprus
Mines and its former subsidiaries that were in the talc business.
Cyprus Mines filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 21-10398) on Feb. 11, 2021, listing between $10
million and $50 million in assets, and between $1 million and $10
million in liabilities.
The Hon. Laurie Selber Silverstein is the case judge.
The Debtor tapped Reed Smith LLP, led by Kurt F. Gwynne, Esq., as
bankruptcy counsel; Kasowitz Benson Torres, LLP as special
conflicts counsel; and Prime Clerk LLC as claims agent.
James L. Patton, Jr. was appointed as the future claimants'
representative in the Debtor's Chapter 11 case. The FCR tapped
Young Conaway Stargatt & Taylor, LLP as his bankruptcy counsel and
Gilbert, LLP as his special insurance counsel.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee of tort claimants on March 4, 2021. The tort committee is
represented by Caplin & Drysdale, Chartered and Campbell & Levine,
LLC. Province, LLC serves as the tort committee's financial
advisor.
DELCATH SYSTEMS: All Four Proposals Passed at Annual Meeting
------------------------------------------------------------
The Annual Meeting of Stockholders of Delcath Systems, Inc. was
held on May 6, 2021, at which the stockholders:
(a) elected Roger G. Stoll, Ph.D. and Steven Salamon as Class
III
directors to serve on the Board of Directors of the Company
for a term expiring at the Company's 2024 annual meeting of
stockholders and until their successors are duly elected and
qualified;
(b) approved an amendment of the Delcath Systems, Inc. 2020
Omnibus Equity Incentive Plan to increase by 1,800,000 the
number of shares of the Company's common stock available
for
issuance under the Plan;
(c) ratified the selection of Marcum LLP as the independent
registered public accounting firm of the Company for the
fiscal year ending Dec. 31, 2021; and
(d) approved, on a non-binding advisory basis, the compensation
of the named executive officers of the Company.
About Delcath Systems
Headquartered in New York, NY, Delcath Systems, Inc. --
http://www.delcath.com-- is an interventional oncology company
focused on the treatment of primary and metastatic liver cancers.
The Company's lead product candidate, Melphalan Hydrochloride for
Injection for use with the Delcath Hepatic Delivery System, or
Melphalan/HDS, is designed to administer high-dose chemotherapy to
the liver while controlling systemic exposure and associated side
effects. In Europe, Melphalan/HDS is approved for sale under the
trade name Delcath CHEMOSAT Hepatic Delivery System for Melphalan.
Delcath Systems reported a net loss of $24.15 million for the year
ended Dec. 31, 2020, compared to a net loss of $8.88 for the year
ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $34.64
million in total assets, $12.56 million in total liabilities, and
$22.08 million in total stockholders' equity.
New York, NY-based Marcum LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
31, 2021, 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.
DEXKO GLOBAL: Moody's Alters Outlook on B2 CFR to Stable
--------------------------------------------------------
Moody's Investors Service affirmed the ratings of DexKo Global,
Inc., including the corporate family rating at B2, the probability
of default rating (at B2-PD, the first lien secured rating at B1
and the second lien secured rating at Caa1. The ratings outlook was
changed to stable from negative.
The change in outlook to stable reflects Moody's expectation of
continuing demand growth in most of DexKo's end markets will
support higher earnings resulting in debt/EBITDA to be maintained
below 6x through 2022 absent any sizeable debt-funded acquisitions
or shareholder returns.
The following rating actions were taken:
Affirmations:
Issuer: DexKo Global, Inc.
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Senior Secured 1st Lien Bank Credit Facility, Affirmed B1 (LGD3)
Senior Secured 2nd Lien Bank Credit Facility, Affirmed Caa1
(LGD6)
Issuer: AL-KO VT Holdings, Gmbh
Senior Secured Bank Credit Facility, Affirmed B1 (LGD3)
Outlook Actions:
Issuer: DexKo Global, Inc.
Outlook, Changed To Stable From Negative
Issuer: AL-KO VT Holdings, Gmbh
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
DexKo's ratings reflect the company's exposure to diverse, yet
cyclical end markets and the elevated financial risk associated
with high financial leverage, which is a result of a relatively
aggressive acquisition strategy historically. The company's
products, primarily focused on axles, chassis and related
components, are used for towing applications across a wide range of
end-uses. Many of the company's end-markets, including
construction, industrial, and agriculture sectors as well as the
more consumer-driven market of recreational vehicles, are expected
to sustain strong demand tailwinds in 2021. Moody's expects DexKo's
revenues to increase in at least the mid-teens range in 2021
following better than expected top line performance in 2020.
Moody's expects earnings growth on higher volumes, but anticipates
EBITA margins to remain relatively flat in the low-teens range
through 2022 due to higher input costs. Moody's believes DexKo will
be able to offset increased costs with pricing actions.
With improved earnings, Moody's expects the company's leverage,
which was at 7x debt/EBITDA at the end of 2020, to trend down but
unlikely to be materially below the 6x level for any extended
period. DexKo has historically grown in size through acquisitions,
with over 25 acquisitions since 2012. Some acquisitions have been
partially debt-funded, reflecting the company's financial policy
under private equity ownership. DexKo's most recent acquisition of
an aftermarket distributor in early-2021 was funded with cash on
hand and should contribute to expected deleveraging over the next
twelve months. Sustained leverage below the 6x level will be
dependent upon whether the company resumes a more aggressive
approach toward debt-funded acquisitions within its highly
fragmented industry or engages in debt-funded distributions to
shareholders.
Moody's expects DexKo to maintain good liquidity. The company's
liquidity position is supported by its strong free cash flow
generation, which Moody's expects to continue in 2021 and 2022 with
free cash flow to adjusted debt in the high single digit range.
DexKo's consistent free cash flow reflects its efficient working
capital management that is driven by its relatively short lead
times for production, as well as low maintenance capex. The $150
million revolving credit facility, however, is due July 2022.
Moody's expects the facility to remain unused.
The stable outlook reflects Moody's expectation for strong demand
in most of DexKo's end markets, supporting the company's earnings
and deleveraging below 6x in 2021.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if DexKo demonstrates consistent and
profitable organic revenue growth and maintains a financial policy
that supports a leverage profile of below 5x debt/EBITDA on a
sustained basis.
The ratings could be downgraded if DexKo is unable to manage its
investment activity, including acquisitions and/or shareholder
returns, or maintain strong profitability to sustain debt/EBITDA at
around 6x. A deterioration in the company's liquidity position,
including a material reduction in cash, or free cash flow that is
approaching breakeven, could result in a downgrade.
Headquartered in Novi, Michigan, DexKo Global, Inc. is a global
manufacturer and distributor of engineered components for towable
and related applications primarily in North America and Europe. The
company serves a variety of markets including agriculture,
commercial, construction, general industrial, livestock,
landscaping, marine, military, energy, residential, recreation
vehicle and many other specialized end-use segments. KPS Capital
Partners, LP is the majority owner of the company, while The
Sterling Group and the management team have a minority ownership.
Pro forma for the early-2021 acquisition, revenue for the twelve
months ended December 31, 2020 was approximately $1.7 billion.
The principal methodology used in these ratings was Manufacturing
Methodology published in March 2020.
DIFFUSION PHARMACEUTICALS: Incurs $4.6M Net Loss in First Quarter
-----------------------------------------------------------------
Diffusion Pharmaceuticals Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss of $4.64 million for the three months ended March 31,
2021, compared to a net loss of $2.56 million for the three months
ended March 31, 2020.
As of March 31, 2021, the Company had $56.21 million in total
assets, $2.57 million in total liabilities, and $53.65 million in
total stockholders' equity.
The Company has not generated any revenues from product sales and
has funded operations primarily from the proceeds of public and
private offerings of equity, convertible debt and convertible
preferred stock. Substantial additional financing will be required
by the Company to continue to fund its research and development
activities. No assurance can be given that any such financing will
be available when needed, or at all, or that the Company's research
and development efforts will be successful."
The Company regularly explores alternative means of financing its
operations and seeks funding through various sources, including
public and private securities offerings, collaborative arrangements
with third parties and other strategic alliances and business
transactions. The Company does not have any commitments to obtain
additional funds and may be unable to obtain sufficient funding in
the future on acceptable terms, if at all. If the Company cannot
obtain the necessary funding, it will need to delay, scale back or
eliminate some or all of its research and development programs or
enter into collaborations with third parties to commercialize
potential products or technologies that it might otherwise seek to
develop or commercialize independently; consider other various
strategic alternatives, including a merger or sale of the Company;
or cease operations. If the Company engages in collaborations, it
may receive lower consideration upon commercialization of such
products than if it had not entered such arrangements or if it
entered into such arrangements at later stages in the product
development process.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1053691/000143774921011355/dffn20210331_10q.htm
About Diffusion Pharmaceuticals
Diffusion Pharmaceuticals Inc. is an innovative biotechnology
company developing new treatments that improve the body's ability
to bring oxygen to the areas where it is needed most, offering new
hope for the treatment of life-threatening medical conditions.
Diffusion's lead drug TSC was originally developed in conjunction
with the Office of Naval Research, which was seeking a way to treat
hemorrhagic shock caused by massive blood loss on the battlefield.
Diffusion reported a net loss of $14.18 million for the year ended
Dec. 31, 2020, compared to a net loss of $11.80 million for the
year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had
$27.73 million in total assets, $2.91 million in total liabilities,
and $24.81 million in total stockholders' equity.
DIFFUSION PHARMACEUTICALS: Receives Nasdaq Noncompliance Notice
---------------------------------------------------------------
Diffusion Pharmaceuticals Inc. received a written notice from the
staff of the Listing Qualifications Department of The Nasdaq Stock
Market, LLC on May 6, 2021, indicating that the Company was not in
compliance with Nasdaq Listing Rule 5550(a)(2) because the bid
price for the Company's common stock had closed below $1.00 per
share for the previous 30 consecutive business days.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company
has 180 calendar days from the date of such notice, or until Nov.
2, 2021, to regain compliance with the minimum bid price
requirement. To regain compliance, the bid price for the Company's
common stock must close at $1.00 per share or more for a minimum of
10 consecutive business days.
Nasdaq's written notice has no effect on the listing or trading of
the Company's common stock at this time, and the Company is
currently evaluating its alternatives to resolve this listing
deficiency.
About Diffusion Pharmaceuticals
Diffusion Pharmaceuticals Inc. is an innovative biotechnology
company developing new treatments that improve the body's ability
to bring oxygen to the areas where it is needed most, offering new
hope for the treatment of life-threatening medical conditions.
Diffusion's lead drug TSC was originally developed in conjunction
with the Office of Naval Research, which was seeking a way to treat
hemorrhagic shock caused by massive blood loss on the battlefield.
Diffusion reported a net loss of $14.18 million for the year ended
Dec. 31, 2020, compared to a net loss of $11.80 million for the
year ended Dec. 31, 2019. As of March 31, 2021, the Company had
$56.21 million in total assets, $2.56 million in total liabilities,
and $53.65 million in total stockholders' equity.
DOUGLAS DYNAMICS: Moody's Affirms B1 CFR & Alters Outlook to Pos.
-----------------------------------------------------------------
Moody's Investors Service affirmed all ratings of Douglas Dynamics,
L.L.C.'s, including the corporate family rating at B1, probability
of default rating at B1-PD and senior secured rating at B2. The
outlook is revised to positive from negative.
The change in outlook to positive reflects Douglas Dynamic's
demonstrated commitment to maintain a conservative balance sheet
with optional debt repayments, which Moody's expects will result in
debt/EBITDA around 3x and free cash flow to debt in the mid-single
digit range during 2021 despite ongoing headwinds, specifically
supply chain constraints and cost inflation, that will persist
through the year.
The following rating actions were taken:
Affirmations:
Issuer: Douglas Dynamics, L.L.C.
Corporate Family Rating, Affirmed B1
Probability of Default Rating, Affirmed B1-PD
Senior Secured Bank Credit Facility, Affirmed B2 (LGD4)
Outlook Actions:
Issuer: Douglas Dynamics, L.L.C.
Outlook, Changed To Positive From Negative
RATINGS RATIONALE
Douglas Dynamics' ratings reflect its strong position in the niche
market of snow and ice control equipment, solid EBITA margins in
the mid-teens range and a conservative debt leverage profile.
Moody's views the company's relatively strong debt metrics,
including about 3x debt/EBITDA expected by end of 2021, to be
prudent to manage the inherent volatility a majority of the
business is exposed to. Douglas Dynamic's modest revenue scale and
narrow product focus is heavily tied to the unpredictability of
yearly snowfall levels in North America. Since 2018, snowfall
across the US has been below the 10-year rolling average and
consecutive years of low snowfall could impact future replacement
demand for the company's higher margin Work Truck Attachment
products. Nonetheless, Douglas Dynamics has expanded into
non-weather related segments in recent years to reduce that
significant risk.
Supply chain constraints, particularly for medium-duty truck
chassis, has been an ongoing headwind for Douglas Dynamics, and
Moody's expects supply shortages to persist through 2021 which will
impact the company's production capabilities. Demand levels in the
company's Work Truck Solutions segment, where the chassis shortage
is more impactful, are expected to remain strong with high levels
of backlog and improving municipal government orders following the
pandemic. High demand should allow for the company to increase
prices during 2021 to offset rising material and labor costs, thus
keeping EBITA margins in the mid-teens range.
Douglas Dynamics' Speculative Grade Liquidity rating of SGL-3
reflects Moody's view that the company will maintain adequate
liquidity. Moody's expects free cash flow generation (inclusive of
dividends) in 2021 will be largely in line with the prior year as
supply challenges persist. Douglas Dynamics' seasonal liquidity
needs are supported by availability under its $100 million
asset-based revolving credit facility (ABL) due 2023.
As a niche supplier, Moody's views environmental risk, specifically
carbon transition risk which is high for the broader sector, to be
relatively immaterial to Douglas Dynamics given its product focus
on work truck attachments.
Moody's views governance risk as low as the company has
demonstrated a conservative financial policy over the last several
years supportive of both debt and equity holders. The company has
an experienced board of directors with a range of outside business
experience. Douglas Dynamics remains committed to maintaining a
low-leveraged balance sheet below 3x debt/EBITDA on a net-basis and
has made voluntary debt repayments in 2020 and into 2021 to bring
net leverage to 2.2x at end of March 2021. Acquisition activity has
been muted over the last several years, but Moody's expects the
company to remain opportunistic in pursuing targets to increase its
scale and diversify its product base.
The positive outlook reflects Moody's expectation for Douglas
Dynamics to manage through cost and supply challenges in 2021 to
maintain moderate financial leverage at about 3x debt/EBITDA and
adequate liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Douglas Dynamics sustains
debt/EBITDA below 3x to withstand inherent volatility in its
business and absorb a potentially more aggressive inorganic growth
strategy. The ratings could also be upgraded if the company
demonstrates improving earnings in its Work Truck Solutions
segment, such that company EBITA margin is sustained above 15%.
The ratings could be downgraded if Moody's expects that debt/EBITDA
leverage will be sustained above 4x from either unfavorable market
conditions or the company pursues a large debt-funded acquisitions.
A deterioration in the company's liquidity, including free cash
flow to debt in the low-single digit range, could pressure the
rating.
The principal methodology used in these ratings was Automotive
Supplier Methodology published in January 2020.
Douglas Dynamics is a manufacturer and up-fitter of commercial work
truck attachments and equipment. The company's products include
snowplows, sand and salt spreaders as well as attachments and
storage solutions for commercial work vehicles. Headquartered in
Milwaukee, Wisconsin, the company generated approximately $515
million of revenue for the twelve months ended March 31, 2021.
ENERY ALLOYS: Estate Files Liquidating Plan After Assets Sale
-------------------------------------------------------------
MEA RemainCo Holdings, LLC (f/k/a Energy Alloys Holdings, LLC) and
its debtor-affiliates filed with the Bankruptcy Court a Combined
Disclosure Statement and Joint Chapter 11 Plan of Liquidation on
May 7, 2021. The Debtors' names have been changed following the
sale of their assets.
The Debtors' Combined Plan and Disclosure Statement provide for the
distribution of the Debtors' assets already liquidated or to be
liquidated over time to the Holders of Allowed Claims pursuant to
the terms of the Combined Plan and Disclosure Statement and the
priority of claims provisions of the Bankruptcy Code.
Classes of Claims and their treatment under the Plan:
(A) Class 1 Other Priority Claims and Class 2 Other Secured
Claims are unimpaired and therefore are deemed to accept the Plan.
(B) Class 5 Intercompany Claims and Class 6 Equity Interests are
impaired and deemed to reject the Plan so that they are not
entitled to vote.
(C) Class 3 Wingfoot/Second Lien Claims aggregating $90,460,066
are impaired and can vote on the Plan. After the payment or
reservation of the cash necessary to fund the confirmation Amount,
each Holder of an Allowed Wingfoot/Second Lien Claim shall receive
on the Effective Date:
(1) 75% of each of the following:
* the Debtors' Cash on hand, after the payment or
reservation of the Cash necessary to fund the Confirmation Amount,
as of the Effective Date;
* the Wingfoot/Second Lien Secured Parties Collateral
Proceeds;
* the Remaining Claims Reserve; and
* the Remaining Fee Escrow Amount; and
(2) 100% of the recoveries from causes of action:
* against the Wingfoot/Second Lien Secured Parties and
their Related Parties;
* against the Debtors' present or former employees with
respect to wage and severance payments;
* related to the severance and retention bonuses paid to
Kevin Burnett, Doris Stuart, and Neil Thomas; and
* related to board of director fees. Upon receipt of the
Wingfoot/Second Lien Secured Parties Recovery, all Allowed
Wingfoot/Second Lien Claims shall be deemed satisfied.
(D) Class 4 General Unsecured Claims are impaired and are
entitled to vote on the Plan. Each Holder of an Allowed General
Unsecured Claim shall receive one or more Distributions equal to
its Pro Rata share of the GUC Recovery Pool as such Distributions
become available in the reasonable discretion of the Liquidation
Trustee.
Written objections to final approval of the Combined Plan and
Disclosure Statement must be filed no later than June 18, 2021 at 4
p.m. (prevailing Eastern Time) to the Debtor's counsel:
Daniel J. DeFranceschi, Esq.
Zachary I. Shapiro, Esq.
RICHARDS, LAYTON & FINGER, P.A.,
One Rodney Square, 920 N. King Street,
Wilmington, DE 19801
E-mail: defranceschi@rlf.com
shapiro@rlf.com
The voting deadline is 4 p.m. (prevailing Eastern Time) on June 18,
2021. The confirmation hearing is on June 28, 2021, at 2 p.m.
(prevailing Eastern Time).
Counsel for Wingfoot/Second Lien Required Lenders:
W. Austin Jowers, Esq.
KING & SPALDING LLP
1180 Peachtree Street
NE Suite 1600
Atlanta, GA 30309
Email: ajowers@kslaw.com
- and -
M. Blake Cleary, Esq.
Matthew Lunn, Esq.
YOUNG, CONAWAY, STARGATT & TAYLOR, LLP
1000 N King St, Wilmington, DE 19801
Email: mbcleary@ycst.com
mlunn@ycst.com
A copy of the Combined Plan and Disclosure Statement is available
for free at https://bit.ly/2SxgFzS from Epiq Corporate
Restructuring, claims agent.
About MEA RemainCo Holdings
MEA RemainCo Holdings, LLC, f/k/a Energy Alloys Holdings, LLC when
founded in 1995 together with its affiliates, are privately-owned
distributors and resellers of tube and bar products sold into the
oil and gas industry for the exploration of hydrocarbons. Visit
https://www.ealloys.com for more information.
On May 5, 2021, the Court entered an Order authorizing the Debtors
to change the case caption to reflect the corporate name changes
pursuant to the BioUrja Purchase Agreement governing the sale of
substantially all of the Debtors' assets to BioUrja. The BioUrja
Purchase Agreement required, among others, that the Debtors cease
using the name "Energy Alloys" and any derivations thereof.
On Sept. 9, 2020, then Energy Alloys Holdings LLC and seven of its
affiliates filed for bankruptcy protection (Bankr. D. Del. Lead
Case No. 20-12088). Bryan Gaston, chief restructuring officer,
signed the petitions. Judge Mary Walrath presides over the cases.
The Debtors were estimated to have consolidated assets of $10
million to $50 million, and consolidated liabilities of $100
million to $500 million.
The Debtors tapped Richards, Layton & Finger, P.A., as bankruptcy
counsel, Akin Gump Strauss Hauer & Feld LLP as corporate counsel,
Moelis & Company as investment banker, and Epiq Corporate
Restructuring LLC as claims and noticing agent. Ankura Consulting
Group, LLC provides interim management services.
The U.S. Trustee appointed a committee of unsecured creditors on
Sept. 23, 2020. The committee is represented by McDermott Will &
Emery, LLP.
ENRAMADA PROPERTIES: Court Denies OK of Disclosure Statement
------------------------------------------------------------
Judge Julia W. Brand denied approval of the Disclosure Statement
explaining the Chapter 11 Plan of Enramada Properties, LLC and
Oscar Rene Novoa and Sylvia Novoa. Sylvia Novoa is the Debtor's
managing member.
The Court directed the Debtors to file an amended Chapter 11 Plan
and Disclosure Statement on or before August 2, 2021. Status
conference is continued to Aug. 12, 2021, at 10 a.m. in Courtroom
1375 of the Central California Bankruptcy Court.
A copy of the Order is available for free at https://bit.ly/3o5Y2yP
from PacerMonitor.com.
About Enramada Properties
Enramada Properties, LLC, based in Whittier, California, holds a
joint tenancy interest in a property located in Los Angeles,
California valued at $325,000. It also owns two real properties in
Whittier having an aggregate current value of $1.1 million.
Enramada Properties filed for Chapter 11 bankruptcy (Bankr. C.D.
Cal. Case No. 19-19869) on August 22, 2019. In the petition signed
by Sylvia Novoa, managing member, the Debtor listed total assets of
$1,429,000 against total liabilities of $1,724,414. The Hon. Julia
W. Brand oversees the case. Andrew S. Bisom, Esq., at The Bison
Law Group, serves as the Debtor's bankruptcy counsel.
EQT CORP: Fitch Assigns BB+ Rating on Proposed Senior Unsec. Notes
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB+'/'RR4' rating to EQT's 5- and
10-year senior unsecured notes. Proceeds are intended to partially
finance the acquisition of Alta Resources Marcellus assets. The
Long-Term Issuer Default Rating is 'BB+'. The Rating Outlook is
Stable.
The rating reflects the credit-accretive nature of the announced
acquisition of Alta Resources, which is planned to be financed with
a large equity component. In addition, the transaction increases
EQT's production scale, adds high quality inventory to the
company's portfolio, lowers overall operating costs per unit, and
enhances FCF.
The Stable Outlook reflects Fitch's expectation of continued credit
improvement and conservative financial policies. A positive rating
action could occur upon stronger netback's and continued
application of FCF proceeds to debt reduction.
KEY RATING DRIVERS
Credit Accretive Transaction: EQT is acquiring the Marcellus assets
of Alta Resources, an independent exploration and producer (E&P)
operating in the Appalachian basin for approximately $2.9 billion.
The acquisition is expected to be funded with $1 billion of debt
with the remainder funded through the issuance of EQT shares to the
seller. Alta's current production is approximately 1 bcfe/d with
approximately 50% of production coming from operated wells.
Approximately 220,000 acres are operated (greater than 95% held by
production) and 78,000 acres are non-operated (99% held by
production). Approximately 85% of the non-operated acreage is
operated by Chesapeake Energy Corp. Fitch views the transaction as
credit accretive given the large equity component of the financing,
the attractive northeast Pennsylvania acreage, the overall
reduction in costs per unit, and incremental FCF.
The transaction is expected to close in 3Q21 and require a
shareholder vote subject to the SEC's 20% rule. EQT has obtained
commitments for a 364-day bridge loan prior to announcing the
transaction.
Debt Reduction Management: EQT continues to address its overall
debt load by using FCF to reduce debt. EQT has approximately $603
million of maturities due in 2021 to 2023, which Fitch believes
should be addressed with FCF proceeds. Maturities from 2025 to 2027
range from $0.6 billion to $1.25 billion annually, which Fitch
believes can be met through FCF proceeds and debt refinancings.
Fitch believes EQT's access to debt capital markets are strong.
Solid Hedging Strategy: EQT continues to opportunistically add
hedges as pricing improves. The company has hedged approximately
85% of its expected 2021 production at an approximately
$2.70/dekatherm (Dth). Fitch believes management will look to
increase its hedging program and begin to move to multi-year hedges
beyond 2022.
Improved Liquidity: EQT's current liquidity is supported by a $2.5
billion unsecured revolver with $300 million of outstanding
borrowings and approximately $770 million of outstanding letters of
credit as of March 31, 2021. The revolver was recently extended by
one year to July 2023. Fitch's expectation of positive FCF over the
forecast period will limit use of the facility to working capital
swings.
Relatively High FT Costs: EQT's firm transportation (FT) and
gathering and transmission costs are relatively high compared with
other Appalachian natural gas producers. The company has taken
steps to rationalize its firm transportation portfolio to improve
costs while maintaining direct access to markets with greater
realized prices and growing demand. The Alta acquisition would
result in lowering these costs for EQT.
Leading Size and Acreage: EQT is one of the largest gas producers
in the U.S. with 1Q21 average daily sales volume of 4,610 million
cubic-foot equivalent per day (mmcfe/d). Estimated proved reserves
were 19.8 trillion cubic feet equivalent (Tcfe), which is
significantly higher than gas-weighted E&P peers.
The company has one of the best land positions in the Marcellus,
given its extensive contiguous acreage position (1.6 million net
acres in Appalachia, including 1.3 million net acres in the core of
the Marcellus and 60,000 net acres in the core of the Ohio Utica).
EQT estimates it has 1,660 core undeveloped drilling locations in
the Marcellus and 120 locations in the Ohio Utica, providing a deep
inventory of Tier 1 inventory without the need for material land
acquisition.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Not applicalble.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Not applicalble.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
FF FUND: Equity Holders Question Adequacy of Disclosure Statement
-----------------------------------------------------------------
Dennis S. Hersch, in his individual capacity; Richard Grausman;
Brian Stein; the Ann Lewin Revocable Trust; the Kimple 2009 Trust;
Lewis Hall; Stalene Hall; and Ashleigh Aungst, as holders of
limited partner equity interests in FF Fund I, L.P., file their
reservation of rights and objection to the confirmation of the
First Amended Chapter 11 Plans of Reorganization of FF Fund I, L.P.
and F5 Business Investment Partners, LLC.
The recent arrest and incarceration of the Debtor's principal,
Andrew T. Franzone, on federal securities fraud and wire fraud
charges, along with the Securities and Exchange Commission's
commencement of a civil action alleging, among other things, frauds
under the Exchange Act and the Securities Act, and violations of
the Advisors Act, have prompted the Debtors to exercise their
option under the Plans to seek to confirm the Plans under their
Liquidating Trust alternative, related Jordi Guso, Esq., at BERGER
SINGERMAN LLP, counsel for Dennis S. Hersch.
Mr. Guso said the version of the proposed liquidating trust
agreement the Debtors have filed (and which they reserve the right
to revise) provides no mechanisms for the Interested Parties, or
the Fund's creditors and other limited partners, to (i) effectively
oversee the Liquidating Trustee's work, (ii) have notice of and a
right to object to the Liquidating Trustee's settlement or
compromise of Liquidating Trust claims, or (iii) provide input,
insight, and direction to the proposed Liquidating Trustee, his
staff, and his retained professionals with respect to managing and
monetizing the Liquidating Trust's assets.
The Interested Parties, accordingly, ask the Court that before the
Plans are confirmed, the Plans and the proposed liquidating trust
instrument should be amended to provide such mechanisms for the
benefit of the Liquidating Trust's beneficiaries.
A copy of the Objection is available for free at
https://bit.ly/3eFqLrj from PacerMonitor.com.
Counsel for Dennis S. Hersch:
Jordi Guso, Esq.
BERGER SINGERMAN LLP
1450 Brickell Avenue, Suite 1900
Miami, FL 33131
Telephone: (305) 755-9500
Facsimile: (305) 714-4340
Email: jguso@bergersingerman.com
- and -
Brad J. Axelrod, Esq.
Olivia J. Italiano, Esq.
Baron C. Giddings, Esq.
Monique J. Arrington, Esq.
Yating Wang, Esq.
WOLLMUTH MAHER & DEUTSCH LLP
500 Fifth Avenue
New York, NY 10110
Telephone: (212) 382-3300
Email: baxelrod@wmd-law.com
oitaliano@wmd-law.com
bgiddings@wmd-law.com
marrington@wmd-law.com
ywang@wmd-law.com
Counsel for Richard Grausman, Brian Stein, the Ann Lewin Revocable
Trust, the Kimple 2009 Trust, Lewis Hall, Stalene Hall, and
Ashleigh Aungst:
Theodore Snyder, Esq.
MURPHY & MCGONIGLE, P.C.
1185 Avenue of the Americas, 21st Floor
Telephone: (212) 880-3976
About FF Fund
FF Fund I, L.P., is a limited partnership that was formed in August
2010. FF Fund's general partner is FF Management. FF Fund's
offering documents identified a broad range of investment
strategies to achieve its stated objectives of "capital
appreciation and current income."
FF Fund has 13 subsidiaries and affiliates that FF Management set
up and routinely evolved over the roughly 10 years since FF Fund's
formation for various accounting, tax, audit, insurance,
regulatory, liquidity, operational, and administrative reasons.
F3 Real Estate Partners, LLC, was established to invest in real
estate primarily from 2011 through 2019. Prior to the CRO's
appointment, F3 purchased and then sold a residential complex
containing 87 condominium units in West Palm Beach, FL, which sale
transaction closed in May 2019.
F5 Business Investment Partners, LLC, held and currently owns the
majority of the current investments made by FF Fund with monies
received from the Limited Partners. The investments made by the F5
consisted mainly of (i) illiquid, non-tradeable privately held
shares in early-stage or start-up companies, (ii) minority
interests in real estate partnerships, or (iii) unsecured
promissory notes.
F6 Standard Securities Partners, LLC, held liquid hedge fund
investments.
The remainder of the subsidiaries had nominal investments.
On Sept. 24, 2019, FF Management retained Soneet R. Kapila to
manage FF Fund. FF Management was and is controlled by Andrew
Franzone.
FF Fund I L.P., an investment company based in Miami, Fla., filed a
voluntary petition for relief under Chapter 11 of Bankruptcy Code
(Bankr. S.D. Fla. Case No. 19-22744) on Sept. 24, 2019. In the
petition signed by CRO Soneet R. Kapila, the Debtor estimated $50
million to $100 million in assets and $1 million to $10 million in
liabilities.
On Jan. 24, 2020, F5 Business Investment Partners, LLC, an
affiliate of FF Fund, filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 20-10996). The case is jointly administered with that of
FF Fund. At the time of the filing, F5 Business estimated assets
of between $10 million and $50 million and liabilities of between
$1 million and $10 million.
Chief Judge Laurel M. Isicoff oversees the cases.
Paul J. Battista, Esq., at Genovese Joblove & Battista, P.A., is
serving as the Debtors' legal counsel.
No creditors' committee has been appointed in the case. In
addition, no trustee or examiner has been appointed.
FF FUND: SEC Objects to First Amended Plan
------------------------------------------
The U.S. Securities and Exchange Commission supplemented its
Omnibus Objection with respect to the First Amended Plans of FF
Fund I, L.P. and F5 Business Investment Partners, LLC, seeking that
any order confirming the Debtors' Plans address the SEC's remaining
unresolved issues pertaining to the proposed Liquidating Trust
Alternative.
The supplement objection also covered issues with respect to (i)
preserving the SEC's ability to liquidate its monetary claims
against the Debtors, Trusts and any non-debtors in a non-bankruptcy
forum, (ii) the SEC's right to seek to estimate its claims against
the Debtors and the Trusts, (iii) the denial of a discharge for the
liquidating Debtors in accordance with Section 1141(d)(3) of the
Bankruptcy Code, and (iv) the continued obligation to comply with
applicable securities laws.
A copy of the Objection is available for free at
https://bit.ly/3vTrOcM from PacerMonitor.com.
About FF Fund
FF Fund I, L.P., is a limited partnership that was formed in August
2010. FF Fund's general partner is FF Management. FF Fund's
offering documents identified a broad range of investment
strategies to achieve its stated objectives of "capital
appreciation and current income."
FF Fund has 13 subsidiaries and affiliates that FF Management set
up and routinely evolved over the roughly 10 years since FF Fund's
formation for various accounting, tax, audit, insurance,
regulatory, liquidity, operational, and administrative reasons.
F3 Real Estate Partners, LLC, was established to invest in real
estate primarily from 2011 through 2019. Prior to the CRO's
appointment, F3 purchased and then sold a residential complex
containing 87 condominium units in West Palm Beach, FL, which sale
transaction closed in May 2019.
F5 Business Investment Partners, LLC, held and currently owns the
majority of the current investments made by FF Fund with monies
received from the Limited Partners. The investments made by the F5
consisted mainly of (i) illiquid, non-tradeable privately held
shares in early-stage or start-up companies, (ii) minority
interests in real estate partnerships, or (iii) unsecured
promissory notes.
F6 Standard Securities Partners, LLC, held liquid hedge fund
investments.
The remainder of the subsidiaries had nominal investments.
On Sept. 24, 2019, FF Management retained Soneet R. Kapila to
manage FF Fund. FF Management was and is controlled by Andrew
Franzone.
FF Fund I L.P., an investment company based in Miami, Fla., filed a
voluntary petition for relief under Chapter 11 of Bankruptcy Code
(Bankr. S.D. Fla. Case No. 19-22744) on Sept. 24, 2019. In the
petition signed by CRO Soneet R. Kapila, the Debtor estimated $50
million to $100 million in assets and $1 million to $10 million in
liabilities.
On Jan. 24, 2020, F5 Business Investment Partners, LLC, an
affiliate of FF Fund, filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 20-10996). The case is jointly administered with that of
FF Fund. At the time of the filing, F5 Business estimated assets
of between $10 million and $50 million and liabilities of between
$1 million and $10 million.
Chief Judge Laurel M. Isicoff oversees the cases.
Paul J. Battista, Esq., at Genovese Joblove & Battista, P.A., is
serving as the Debtors' legal counsel.
No creditors' committee has been appointed in the case. In
addition, no trustee or examiner has been appointed.
FLORIDA DEVELOPMENT: Fitch Withdraws B+ Rating on 2010B Bonds
-------------------------------------------------------------
Fitch Ratings has withdrawn its ratings for the following bonds due
to prerefunding activity:
-- Florida Development Finance Corp. (FL) (Renaissance Charter
School, Inc. Project) educational facilities revenue bonds
(taxable) series 2010B (prerefunded maturities only –
34061UAD0) previous rating: 'B+'/Rating Outlook Stable.
The ratings were withdrawn because the bonds were prerefunded.
FORUM ENERGY: Incurs $29.7 Million Net Loss in First Quarter
------------------------------------------------------------
Forum Energy Technologies, Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss of $29.66 million on $114.52 million of revenue for the
three months ended March 31, 2021, compared to a net loss of $37.14
million on $182.63 million of revenue for the three months ended
March 31, 2020.
As of March 31, 2021, the Company had $843.96 million in total
assets, $462.40 million in total liabilities, and $381.56 million
in total equity.
As of Dec. 31, 2020, the Company had $316.9 million principal
amount of 2025 Notes outstanding and $13.1 million outstanding on
our revolving Credit Facility. During the first quarter of 2021,
the Company repurchased an aggregate $16.5 million principal amount
of its 2025 Notes for $15.6 million. The repurchase amount of
$15.6 million includes $13.7 million paid in cash and $1.9 million
payable for bonds repurchased but not yet settled as of March 31,
2021. In addition, the Company repaid the $13.1 million
outstanding on its revolving Credit Facility. Following these
transactions, the Company had $300.3 million principal amount of
2025 Notes and no borrowings outstanding under our Credit Facility
as of March 31, 2021. The Credit Facility is scheduled to mature
on Oct. 30, 2022 and the 2025 notes are scheduled to mature in
August 2025.
As of March 31, 2021, the Company had cash and cash equivalents of
$100.8 million and $141.5 million of availability under our Credit
Facility. The Company anticipates that its future working capital
requirements for its operations will fluctuate directionally with
revenues. Furthermore, availability under our Credit Facility will
fluctuate directionally based on the level of its eligible accounts
receivable and inventory subject to applicable sublimits. In
addition, the Company expects total 2021 capital expenditures to be
less than $10.0 million, consisting of, among other items,
replacing end of life machinery and equipment.
The Company expects its available cash on-hand, cash generated by
operations, and estimated availability under its Credit Facility to
be adequate to fund current operations during the next 12 months.
In addition, based on existing market conditions and its expected
liquidity needs, among other factors, the Company may use a portion
of its cash flows from operations, proceeds from divestitures,
securities offerings or other eligible capital to reduce the
principal amount of its 2025 Notes or other debt outstanding.
In 2020, the Company completed one disposition for total
consideration of $104.6 million.
"We may pursue acquisitions in the future, which may be funded with
cash and/or equity. Our ability to make significant acquisitions
for cash may require us to pursue additional equity or debt
financing, which we may not be able to obtain on terms acceptable
to us or at all," the Company said.
"To the extent that access to the capital and other financial
markets is adversely affected by the effects of COVID-19, our
customers and other counterparties may become unable to make
payments to us, on a timely basis or at all, which could adversely
affect our business, cash flows, liquidity, financial condition and
results of operations," the Company said.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1401257/000140125721000047/fet-20210331.htm
About Forum Energy
Forum Energy Technologies is a global oilfield products company,
serving the drilling, downhole, subsea, completions and production
sectors of the oil and natural gas industry. The Company's
products include highly engineered capital equipment as well as
products that are consumed in the drilling, well construction,
production and transportation of oil and natural gas. Forum is
headquartered in Houston, TX with manufacturing and distribution
facilities strategically located around the globe. For more
information, please visit www.f-e-t.com
Forum Energy reported a net loss of $96.89 million for the year
ended Dec. 31, 2020, compared to a net loss of $567.06 million for
the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had
$889.93 million in total assets, $483.69 million in total
liabilities, and $406.24 million in total equity.
* * *
As reported by the TCR on Aug. 21, 2020, S&P Global Ratings raised
its issuer credit rating on Houston-based oilfield products and
services provider, Forum Energy Technologies Inc., to 'CCC+' from
'SD' (selective default) after the company completed its debt
exchange for the majority of its 6.25% senior unsecured notes due
2021.
Also in August 2020, Moody's Investors Service upgraded Forum
Energy Technologies, Inc.'s Corporate Family Rating to Caa2 from
Ca. "The upgrade of Forum's ratings reflects the extended debt
maturity profile and resulting improvement in liquidity," Jonathan
Teitel, a Moody's analyst, said.
GENERAL CANNABIS: Steven Gutterman Quits as CEO, Director
---------------------------------------------------------
Steven Gutterman resigned from General Cannabis Corp.'s Board of
Directors and as the Company's chief executive officer on May 6,
2021. Mr. Gutterman has indicated that he has no disagreement with
the Company regarding any matter relating to the Company's
operations, policies or practices.
Effective May 7, 2021, Adam Hershey, 48, is appointed the Company's
interim chief executive officer. Mr. Hershey, a current Board
member, will continue to serve on the Board. Mr. Hershey's
compensation pursuant to his Consulting Agreement dated June 3,
2020 remains unchanged. Mr. Hershey will not receive any
additional compensation in connection with his new role as interim
chief executive officer. The Board is currently undertaking a
search for a permanent chief executive officer.
Mr. Hershey was appointed to the Board on July 13, 2020. Mr.
Hershey is the Chair of the Corporate Governance and Nominating
Committee. Mr. Hershey has over 25 years of investing experience
in public and private markets. He is currently the founder,
managing partner and portfolio manager of Hershey Strategic
Capital, LP, an opportunistic, alternative asset manager focused on
active investing in small cap public companies that was founded in
July 2009. He invests in both public and private companies,
covering multiple industries with a typical investment time frame
of three to five years, focusing on fundamental, long term absolute
returns across the capital structure. He is also the founder and
managing member of several investment partnerships that focus on
providing growth and expansion capital. Mr. Hershey was a partner
and chief investment officer at SIAR Capital, LLC, a single-family
office specializing in undervalued and emerging growth companies
based in New York City from September 2007 through June 2016, and
remained a consultant through December 2016. At SIAR Capital he
invested in public and private companies, as well as third-party
alternative asset managers and multiple co-investment transactions.
The investment focus was based on maintaining a concentrated
portfolio of undervalued and emerging companies, working closely
with management to foster economic value through the development of
various businesses. SIAR Capital broadened its investment mandate
to include opportunistic investments across asset classes. Mr.
Hershey graduated from Tulane University A.B. Freeman School of
Business with a B.S.M. in 1994.
About General Cannabis Corp
Headquartered in Denver, Colorado, General Cannabis Corp --
http://www.generalcann.com-- offers a comprehensive national
resource to the regulated cannabis industry. The Company is a
trusted partner to the cultivation, production and retail sides of
the cannabis business.
General Cannabis reported a net loss of $7.68 million for the year
ended Dec. 31, 2020, compared to a net loss of $15.48 for the year
ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $8.52
million in total assets, $7.52 million in total liabilities, and $1
million in total stockholders' equity.
GI DYNAMICS: Incurs $2.4 Million Net Loss in First Quarter
----------------------------------------------------------
GI Dynamics, Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $2.37
million for the three months ended March 31, 2021, compared to a
net loss of $2.84 million for the three months ended March 31,
2020.
As of March 31, 2021, the Company had $3.80 million in total
assets, $5.06 million in total liabilities, and a total
stockholders' deficit of $1.26 million.
As of March 31, 2021, the Company's primary source of liquidity is
its cash and restricted cash balances. GI Dynamics is currently
focused on obtaining an EndoBarrier CE mark and enrolling the
Company's clinical trials, which will support future regulatory
submissions and potential commercialization activities. Until the
Company is successful in gaining regulatory approvals, it is unable
to sell the Company's product in any market. Without revenues, GI
Dynamics is reliant on funding obtained from investment in the
Company to maintain business operations until the Company can
generate positive cash flows from operations. The Company cannot
predict the extent of future operating losses and accumulated
deficit, and it may never generate sufficient revenues to achieve
or sustain profitability.
The Company has incurred operating losses since inception and at
March 31, 2021 had an accumulated deficit of approximately $298
million. The Company expects to incur significant operating losses
for the next several years. At March 31, 2021, the Company had
approximately $961,000 in cash and restricted cash.
GI Dynamics said, "The Company will need to arrange additional
financing before September 1, 2021 in order to continue to pursue
its current business objectives as planned and to continue to fund
its operations. The Company is looking to raise additional funds
through any combination of additional equity and debt financings or
from other sources, however, the Company has no guaranteed source
of capital that will sustain operations past September 1, 2021.
There can be no assurance that any such potential financing
opportunities will be available on acceptable terms, if at all. If
the Company is unable to raise sufficient capital on the Company's
required timelines and on acceptable terms to existing stockholders
and the Board of Directors, it could be forced to cease operations,
including activities essential to support regulatory applications
to commercialize EndoBarrier. If access to capital is not achieved
in the near term, it will materially harm the Company's business,
financial condition and results of operations to the extent that
the Company may be required to cease operations altogether, file
for bankruptcy, or undertake any combination of the foregoing.
These factors raise substantial doubt about the Company's ability
to continue as a going concern within one year after the date that
these interim Consolidated Financial Statements are issued."
"In addition, if the Company does not meet its payment obligations
to third parties as they become due, the Company may be subject to
litigation claims and its credit worthiness would be adversely
affected. Even if the Company is successful in defending these
claims, litigation could result in substantial costs and would be a
distraction to management and may have other unfavorable results
that could further adversely impact the Company's financial
condition."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1245791/000121390021025041/f10q0321_gidynamics.htm
About GI Dynamics
Founded in 2003 and headquartered in Boston, Massachusetts, GI
Dynamics, Inc. (ASX:GID) is a developer of EndoBarrier, an
endoscopically-delivered medical device for the treatment of type 2
diabetes and the reduction of obesity. EndoBarrier is not approved
for sale and is limited by federal law to investigational use only.
EndoBarrier is subject to an Investigational Device Exemption by
the FDA in the United States and is entering concurrent pivotal
trials in the United States and India.
GI Dynamics reported a net loss of $11.14 million for the year
ended Dec. 31, 2020, compared to a net loss of $17.33 million for
the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had
$4.47 million in total assets, $5.01 million in total liabilities,
and a total stockholders' deficit of $535,000.
Boston, Massachusetts-based Wolf and Company, P.C., the Company's
auditor since 2019, issued a "going concern" qualification in its
report dated March 11, 2021, citing that the Company has suffered
losses from operations since inception and has an accumulated
deficit that raises substantial doubt about the Company's ability
to continue as a going concern.
GLACIAL MATERIALS: Court OKs Disclosure Statement
-------------------------------------------------
Judge Michael J. Kaplan approved the First Amended Disclosure
Statement explaining the First Amended Plan of Glacial Materials,
LLC as containing adequate information pursuant to Section 1125 of
the Bankruptcy Code.
The Court ruled that written objections to the confirmation of the
Amended Plan must be filed and served no later than June 11, 2021.
The hearing to consider confirmation of the AMended Plan is on June
16, 2021, at 11:30 a.m., at Robert H. Jackson United States
Courthouse, 2 Niagara Square, 5th Floor Orleans Courtroom, in
Buffalo, New York. A copy of the Order is available for free at
https://bit.ly/2QZuLd7 from PacerMonitor.com.
About Glacial Materials
Glacial Materials, LLC, based in Buffalo, N.Y., sought Chapter 11
protection (Bankr. W.D.N.Y. Case No. 16-10907) on May 5, 2016, is
represented by Robert B. Gleichenhaus, Esq., at Gleichenhaus,
Marchese & Weishaar, P.C., in Buffalo, N.Y., and estimated its
assets and debts at less than $10 million at the time of the
filing.
GREENSILL CAPITAL: Committee Retracts Plea to File Docs Under Seal
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Greensill Capital,
Inc., filed with the U.S. Bankruptcy Court for the Southern
District of New York a notice of withdrawal without prejudice of
its ex parte request to file under seal certain exhibits in
connection with Greensill Capital's proposed bidding procedures
relating to the sale of its 100% ownership interests in Finacity
Corp. to Adrian Katz, Finacity's CEO, Dana Katz, and the Katz
Family Trust for total consideration of approximately $24 million,
subject to overbid.
By its request, the Committee sought entry of an order authorizing
it to file redacted versions of the Confidential Information in the
Chapter 11 Case, and file unredacted versions of the Confidential
Information under seal with Court, which will remain under seal
until further order of the Court.
About Greensill Capital
Greensill Capital is an independent financial services firm and
principal investor group based in the United Kingdom and
Australia.
The Company offers structures trade finance, working capital
optimization, specialty financing and contract monetization.
Greensill Capital Pty is the parent company for the Greensill
Group.
Greensill began to unravel in March 2021 when its main insurer
stopped providing credit insurance on US$4.1 billion of debt in
portfolios it had created for clients including Swiss bank Credit
Suisse.
Greensill Capital (UK) Limited and Greensill Capital Management
Company (UK) Limited filed for insolvency in Britain on March 8,
2021. Matthew James Byrnes, Philip Campbell-Wilson and Michael
McCann of Grant Thornton were appointed as administrators.
Greensill Capital Pty Ltd. filed insolvency proceedings in
Australia. Matt Byrnes, Phil Campbell-Wilson, and Michael McCann
of Grant Thornton Australia Ltd, as voluntary administrators in
Australia.
Greensill Capital Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case No. 21-10561) on March 25, 2021. The petition was
signed by Jill M. Frizzley, director. It listed assets of between
$10 million and $50 million and liabilities of between $50 million
and $100 million. The case is handled by Honorable Judge Michael
E.
Wiles. Togut, Segal & Segal LLP, led by Kyle J. Ortiz, is the
Debtor's counsel.
HAVEN CAMPUS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Haven Campus Communities - Starkville, LLC
3500 Lenox Road NE Suite 820
Atlanta, GA 30326
Chapter 11 Petition Date: May 11, 2021
Court: United States Bankruptcy Court
Southern District of Mississippi
Case No.: 21-00844
Judge: Hon. Katharine M. Samson
Debtor's Counsel: Douglas C. Noble, Esq.
MCCRANEY MONTAGNET QUIN NOBLE PLLC
602 Steed Road, Suite 200
Ridgeland, MS 39157
Tel: 601-707-5725
E-mail: dnoble@mmqnlaw.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Stephen H. Whisenant, authorized party.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/5IKANGY/Haven_Campus_Communities_-_Starkville__mssbke-21-00844__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. ABODO Trade Payable $37
316 W. Washington Ave.
Suite 700
Madison, WI 53703
2. Apartments, LLC Trade Payable $1,429
2563 Collection Center Dr.
Chicago, IL 60693
3. Carpet Source Trade Payable $750
1 Lamlighter Road
Pearl, MS 39208-3922
4. CINTAS Trade Payable $42
P.O. Box 630910
Cincinnati, OH 45263-0910
5. City Glass Company, LLC Trade Payable $236
1097 Stark Road
Starkville, MS 39759
6. Federal Express Trade Payable $15
P.O. Box 660481
Dallas, TX 75266-0481
7. Ferguson Enterprises, LLC Trade Payable $116
P.O. Box 100286
Atlanta, GA 30384-0286
8. GoBox, LLC Trash Removal $915
100 Rosecrest Lane
Columbus, MS 39701
9. Granite Telecommunications, LLC Utility $1,110
P.O. Box 983119 (Phone)
Boston, MA 02171
10. HandyTrac Systems, LLC Trade Payable $74
510 Staghorn Court
Alpharetta, GA 30004
11. Johnson Controls Trade Payable $2,432
Fire Protection, LP
Dept. CH 10320
Palatine, IL60055-0320
12. Matt Boys Cleaning Service Trade Payable $300
81 Kilburn St.
West Pint, MS 39773
13. Northeast Exterminating, LLC Trade Payable $1,219
326 Hwy. 12W
Starkville, MS 39759
14. Oktibbeha County Prior and Current Unknown
Tax Commissioner Ad Valorem
101 E. Main Street Property Taxes
Suite 103
Starkville, MS 3975
15. Philadelphia Insurance Insurance $7,378
Companies Payable
P.O. Box 70251
Philadelphia, PA 19176-0251
16. Single Digits, Inc. Utility $10,333
4 Bedford Farms Dr., Suite 210 (Cable/Internet)
Bedford, NH 03110
17. Smith AC & Heating Trade Payable $1,872
794 John High Rd.
Starkville, MS 39759
18. Sobley Pool Co., LLC Trade Payable $330
P.O. Box 2464
Columbus, MS 39704
19. The Starkville Trade Payable $4,150
Landscape Co., LLC
P.O. Box 1398
Madison, MS 39130
20. Uloop, Inc. Trade Payable $150
13157 Ludlow Ave.
Huntington Woods, MI 48070
HCA INC: Fitch Raises LongTerm IDR to 'BB+', Outlook Stable
-----------------------------------------------------------
Fitch Ratings has upgraded HCA, Inc.'s and HCA Healthcare Inc.'s
ratings, including the Long-Term Issuer Default Ratings (IDR), to
'BB+' from 'BB'. The ratings apply to approximately $31.1 billion
of debt at March 31, 2021. The Rating Outlook is Stable. The
upgrade to 'BB+' reflects Fitch's expectation that HCA will sustain
leverage below 3.5x. The upgrade also reflects HCA's improving
operating margins and recovering admissions following
pandemic-driven declines in 2020.
KEY RATING DRIVERS
Coronavirus Hits Volumes; Impact Short-lived: Fitch believes HCA
has sufficient headroom in the 'BB+' rating category to absorb the
continued operational effects of the pandemic, assuming the
healthcare services sector experiences a strong recovery in
elective patient volumes in 2021. COVID-19 patient volumes spiked
due to a third wave of cases in 1Q21, depressing elective case
volumes; however, HCA's same hospital revenues grew 9% due to
increases in acuity of patients treated and favorable payor mix.
Fitch expects acuity to temper throughout the year as COVID-19
cases decline with the vaccine rollout, and for elective procedures
and emergency room admissions to increase.
Industry Leading Financial Flexibility: HCA has for-profit hospital
industry-leading operating margins and consistently robust cash
generation. Fitch forecasts cash flow from operations of $7.7
billion in 2021 and CFFO after capex to debt of 11%. HCA
proactively adjusted capital deployment to conserve liquidity at
the onset of the pandemic, stopping common dividends and share
repurchases. As operations recovered, the company resumed its
traditional capital deployment strategy. Fitch expects the company
to fund up to $8.8 billion of share repurchases in 2021, while
maintaining leverage at the lower end of the 3x-4x range,
considered consistent with the 'BB+' IDR.
New, Lower Leverage Target: Leverage declined faster than
previously anticipated in 2020, as a result of resilient top line
growth and cost management to preserve margins. HCA's total
debt/EBITDA was 3.2x at YE 2020 compared to 3.5x at YE 2019. Fitch
currently anticipates leverage to rise slightly during 2021,
increasing to 3.3x by YE 2021, due to the resumption of normal
capital deployment activities. Management stated on the 4Q20
earnings call that HCA has lowered its leverage target from
3.5x-4.5x to 3.0x-4.0x; Fitch believes the lower target still
affords the company with substantial flexibility in its capital
allocation decisions.
Post Pandemic Margin Headwinds: Fitch expects that healthcare
providers, including HCA, will adapt operations to manage
pandemic-related business disruptions through initiatives like
telehealth. However, the effect of the economic disruption on
healthcare consumers is less certain. The sector has historically
been fairly resilient to economic recessions, but healthcare
providers can experience lower operating margins during and
immediately following recessions, as they treat greater numbers of
uninsured patients, and patients with relatively less profitable
government sponsored health insurance.
Secular Headwinds Buffet Operating Outlook: Measured by revenues,
HCA is the largest operator of for-profit acute care hospitals in
the country, with a broad geographic footprint and good depth of
care delivery assets in the company's markets. This favorable
operating profile helps HCA defend profitability in the face of
weak organic operating trends. Fitch expects operating margins for
healthcare providers to rebound in 2021 following a 2020 trough,
which reflects the peak pandemic business disruption, with HCA's
operating EBITDA margin improving 50 basis points to a forecast
21.1% at YE 2021.
Increasing Focus on M&A: HCA has recently increased spending on
acquisitions. Fitch expects the pandemic will reinforce the factors
encouraging consolidation in the healthcare services sector.
Providers are amassing scale to protect profitability as commercial
health insurers and suppliers similarly consolidate, and government
pricing is under long-term secular pressure.
Historically, HCA has targeted tuck-in acquisitions in existing
markets, but two hospital acquisitions in new regions in 2019, and
the planned acquisition of an 80% stake in Brookdale's home health,
hospice and outpatient therapy business in 2021, demonstrate
openness to explore new geographies and service lines. The company
has the financial flexibility necessary to complete a larger
transaction; however, Fitch believes HCA will continue to focus on
smaller targets that fit a strategy of developing comprehensive
health care networks in select markets.
Benign Regulatory Environment: Under the Trump administration, the
Affordable Care Act (ACA) remained a target of legal challenges,
but the Biden administration has demonstrated via executive orders
that it intends to protect and strengthen the ACA and Medicaid
programs. Fitch believes the ACA has had a slightly positive effect
on the financial profile of most healthcare issuers. Census data
from 2019 reported that 8.5% of Americans are without health
insurance, down about 500bp from before the ACA's insurance
expansion took effect, but up for the first time since 2008.
ACA Insurance Expansion Anticipated: The Supreme Court will issue a
ruling that will have broad implications for the future of the ACA
during 2021. Fitch believes that based on questions and comments by
the U.S. Supreme Court Justices during oral arguments on Nov. 10,
2020, there is a good chance the court's ruling will be favorable
for the survival of the legislation. In the event the ruling
threatens the sustainability of the ACA, Congress could act to
support it through legislative action. The Biden administration has
so far quickly worked to repeal certain Trump era measures to limit
access to care by reopening enrollment in ACA exchange plans and
directing government agencies to re-examine measures that reduce
coverage or undermine the Medicaid program.
DERIVATION SUMMARY
HCA is operationally well-positioned relative to three publicly
traded hospital company peers Tenet Healthcare Corp (B/Stable),
Community Health Systems (CHS; CCC+), and Universal Health Services
(UHS; BB+/Stable). Compared to CHS, HCA's hospitals are located in
more rapidly growing urban and suburban markets and the company is
the best positioned in the industry in developing a continuum of
care delivery assets in its acute care hospital markets. The
financial profile is also among the strongest in the peer group
because of a moderate degree of financial leverage, industry
leading profitability and a high absolute level of FCF generation.
KEY ASSUMPTIONS
Fitch's key assumptions within the Agency's rating case for the
issuer include:
-- Revenue grows 5% in 2021 due to a recovery from pandemic
related business disruption and continued suspension of
Medicare payment sequestration;
-- Revenue growth slows in 2022 due to the restart of 2% Medicare
payment sequestration, and normalization of the currently high
levels of patient acuity that is supporting pricing;
-- Revenue growth normalizes to 3-4% in the outer years of
Fitch's forecast period;
-- EBITDA margin of 20-21% during the forecast period;
-- Common dividend consumes around $600mm of cash annually;
-- Capital expenditures are assumed to be $3.7 billion in 2021
and capital intensity assumed at 7% thereafter;
-- CFO after cap ex to total debt of around 10% annually;
-- Leverage (total debt to EBITDA after cash payments to minority
interests) sustained around 3.3x.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- HCA maintains leverage (total debt/EBITDA after associate and
minority dividends) at 3.0x or below;
-- HCA maintains CFO after cap ex to total debt above 12%.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- HCA maintains leverage (total debt /EBITDA after associate and
minority dividends) at 4.0x or above;
-- HCA maintains CFO after capex to total debt below 8%.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Strong Financial Flexibility: Sources of liquidity at March 31,
2021 include cash on hand of $1.03 billion and about $5.6 billion
in available capacity on the company's committed lines of revolving
credit. The $3.75 billion ABL and $2 billion revolver mature in
2022. Following recent refinancing activity, the company has no
other significant debt maturities until 2023. HCA has good
flexibility under the debt agreement covenants. The bank agreement
includes a financial maintenance covenant that limits consolidated
net leverage to 6.75x or below and an incurrence covenant for
first-lien secured net leverage (includes debt under the bank
facilities and first lien secured notes) of 3.75x.
HCA maintained a comfortable liquidity cushion throughout the
pandemic by suspending dividend payments and share repurchases in
March 2020, and establishing a $2 billion 364 day revolving credit
facility that was terminated in January 2021. HCA received $6.6
billion in CARES Act grants and loans during 2020, but elected to
send these monies back to the federal government during the year,
so there was no effect on the company's reported revenue, EBITDA
and cash flow measures from fiscal support. At Dec. 31, 2020, Fitch
estimates the HCA has incremental secured first-lien debt capacity
of nearly $21 billion under the 3.75x first lien leverage ratio
test.
Debt Issue Notching: The ABL facility has a first-lien interest in
substantially all eligible accounts receivable (A/R) of HCA, Inc.
and the guarantors, while the other bank debt and first-lien notes
have a second-lien interest in certain of the receivables. Due to
this priority secured interest, the ABL is rated 'BBB-'/'RR1' and
the other bank debt and first-lien notes are rated 'BBB-'/'RR2'.
The availability on the ABL facility is based on eligible A/R ' as
defined per the credit agreement. There is a large amount of
non-guarantor value in the capital structure (operating
subsidiaries that are not guarantors of the secured debt comprise
about 40% of total assets).
The collateral and the subsidiary guarantees on HCA's secured notes
fall away permanently if both the secured notes and the corporate
family rating are rated investment grade by both Moody's and S&P.
In that event, the covenants on the secured notes changes to match
the covenants on the existing unsecured notes. Per Fitch's recovery
rating criteria, if HCA's IDR is rated 'BB+' when the notes
collateral and guarantees fall away, the secured notes could be
downgraded to 'BB+'/'RR4'.
ESG CONSIDERATIONS
HCA has an ESG Relevance Score of '4' for Exposure to Social
Impacts due to societal and regulatory pressures to constrain
growth in healthcare spending in the U.S. This dynamic has a
negative impact on the credit profile, and is relevant to the
rating in conjunction with other factors.
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
HERBALIFE NUTRITION: Moody's Rates New $500MM Unsecured Notes 'B1'
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Herbalife
Nutrition Ltd.'s new $500 million senior unsecured notes due 2029.
The notes will be issued at HLF Financing SaRL, LLC and Herbalife
International, Inc. The new bonds will be pari passu in all
respects with the existing 7.25% notes due 2026 issued by HLF
Financing SaRL, LLC. Both the 2026 notes and the new 2029 notes are
guaranteed by Herbalife Nutrition Ltd., with both notes supported
by upstream guarantees from the same domestic subsidiaries. All
other ratings for Herbalife including the Ba3 Corporate Family
Rating ("CFR") and Ba3-PD Probability of Default rating remain
unchanged. The company's SGL-2 Speculative Grade Liquidity Rating
and stable outlook are unaffected. Net proceeds from the new
offering will be used to redeem all of the issuer's outstanding
2026 notes and for general corporate purposes, which may include
repurchases of its common shares and other capital investment
projects.
The stable outlook reflects Moody's view that Herbalife will grow
revenue and earnings over the next year, continue to generate good
free cash flow, and maintain debt-to-EBITDA leverage in a 3x range.
Moody's also assumes there will be no disruptions to the business
model or adverse regulatory actions.
The following ratings/assessments are affected by the action:
New Assignments:
Issuer: HLF Financing SaRL, LLC
Gtd Senior Unsecured Notes, Assigned B1 (LGD4)
The rating outlook is stable.
RATINGS RATIONALE
Herbalife's Ba3 CFR reflects its niche product and service offering
and its history of debt financed share buybacks. The company has
been in existence for more than 40 years and offers a combination
of meal replacement products and customer support, which offers
clients an avenue to weight loss and improved nutrition. That said,
its global multi-level marketing structure has been under scrutiny
for years by a number of regulatory agencies. The company's
business model is highly reliant upon its ability to recruit and
retain sales representatives around the world. There is long term
risk to multi-level marketers ("MLM") in developing markets as
increasing retail penetration, e-commerce activity, and competition
gradually diminish the current distribution advantages. Developing
markets also tend to include more volatile economies and foreign
exchange rate exposure. Herbalife must therefore maintain stronger
credit metrics than comparably rated companies that have a more
stable business profile. Historically, the company has completed
considerable debt financed share buybacks, a trend Moody's expect
to continue for the foreseeable future. Herbalife's credit profile
is supported by the company's good profitability and cash flow and
excellent geographic diversity. Finally, nutrition and wellness is
a sector that will continue to see strong long-term demand driven
by the aging population, obesity trends and the consumer's
continued focus on wellness even as the impact of the coronavirus
recedes.
ENVIRONMENTAL SOCIAL AND GOVERNANCE CONSIDERATIONS
The coronavirus outbreak, the government measures put in place to
contain it, and the weak global economic outlook continue to
disrupt economies and credit markets across sectors and regions.
Moody's analysis has considered the effect on the performance of
consumer sectors from the current weak U.S. economic activity and a
gradual recovery for the coming months. Although an economic
recovery is underway, it is tenuous, and its continuation will be
closely tied to containment of the virus. As a result, the degree
of uncertainty around Moody's forecasts is unusually high. Moody's
regards the coronavirus outbreak as a social risk under its ESG
framework, given the substantial implications for public health and
safety.
Other social risks are also a key consideration in Herbalife's
credit profile. Sales representatives can earn commissions, not
only for their own sales, but also for sales made by the people
they recruit, which can lead to unfavorable regulatory scrutiny. In
addition, changes to consumer preferences can also drive shifts in
demand.
Herbalife is focused on reducing its environmental footprint. The
company continues to identify carbon emission and resource
conservation projects. For example, Herbalife has utilized
technology in its manufacturing operations that allows for
significantly faster production than the industry standard, using
less electricity and resources. In packaging, Herbalife focuses on
reductions in single-use plastics and plastic bags.
Herbalife has an aggressive financial policy as demonstrated by its
continued debt financed share repurchases. The company has publicly
stated that it is comfortable with gross debt to EBITDA of 3.0x.
The company's debt to EBITDA is currently at about 3.0x (3.3x
including Moody's adjustments) based on their calculations.
Herbalife's chief executive, John O. Agwunobi, is also its chairman
of the board. Nonetheless, the vast majority of Herbalife's Board
members are independent directors.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The rating could be downgraded if Herbalife's operating performance
deteriorates, or if there is an adverse shift in the industry's
regulatory environment. Ratings could also be downgraded if
debt/EBITDA is sustained above 4.0x, or if liquidity deteriorates.
The rating could be upgraded if Moody's has greater comfort with
the industry's regulatory environment and the company's business
model. It can also be upgraded if the company demonstrates a more
conservative financial policy.
The principal methodology used in these ratings was Consumer
Packaged Goods Methodology published in February 2020.
Based in Los Angeles, CA, Herbalife LTD. is a leading direct seller
of weight management products, nutritional supplements, and related
services, as well as personal care products intended to support a
healthy lifestyle. The company operates through a multi-level
marketing system that consists of approximately 4.7 million global
members across 94 countries. Publicly traded Herbalife generates
roughly $5.5 billion revenues.
HERMITAGE OFFSHORE: Unsecureds Share Pro-Rata in Recovery Fund
--------------------------------------------------------------
Hermitage Offshore Services Ltd. and its debtor-affiliates filed
with the Bankruptcy Court a Disclosure Statement explaining the
Debtors' Joint Plan of Liquidation.
Pursuant to the Plan, the Debtors intend to wind down any of their
remaining businesses and affairs and to effectuate a distribution
of assets to their creditors and interest holders. The Debtors
have already closed the sales of substantially all of their assets,
comprised of 21 offshore support vessels (OSVs) pursuant to a
Court-approved sale process.
The primary objective of the Plan is to maximize the value of
recoveries to all holders of Allowed Claims and Interests and to
distribute all property of the Debtors' Estates that is available
or becomes available for distribution.
Classes of Allowed Claims under the Plan:
* Class 1 Other Priority Claims,
* Class 2 Prepetition Secured Term Facility Claims,
* Class 3 General Unsecured Claims,
* Class 4 Intercompany Claims,
* Class 5 Intercompany Interests,
* Class 6 Section 510(b) Claims, and
* Class 7 Interests in Holdings.
Class 2 and Class 4 are impaired under the Plan, all the rest of
classes of claims being unimpaired and therefore are not entitled
to vote to accept or reject the Plan.
Each holder of a Class 2 Allowed Prepetition Secured Term Facility
Claim in shall receive its Pro Rata share of (i) the Debtors'
Assets, net only of the Wind-Down Fund and the amount of Cash
necessary to satisfy the distributions provided under the Plan, and
(ii) the remaining recovery, in full satisfaction of the Allowed
Pre-petition Secured Term Facility Claims. On the Effective Date,
each Class 4 Intercompany Claim will be cancelled and holders of
Allowed Intercompany Claims will not receive any distribution on
account of their Allowed Intercompany Claims.
Each holder of a Class 3 Allowed General Unsecured Claim shall
receive its pro rata share of the GUC Recovery Fund, and from no
other sources, in full and final satisfaction of said Claim.
Holders of Class 3 Claims are presumed to accept the Plan and
therefore are not entitled to vote.
The combined hearing on the Disclosure Statement and confirmation
of the Plan will be held on June 23, 2021 at 10:00 a.m., Eastern
Time. The deadline to file objections to approval of the Plan is
June 16, 2021 at 4:00 p.m., Eastern Time. A copy of the Disclosure
Statement is available for free at https://bit.ly/2REwx3k from
Prime Clerk, LLC, claims agent.
About Hermitage Offshore
Bermuda-based Hermitage Offshore Services Ltd. (previously Nordic
American Offshore Ltd.) -- http://www.hermitage-offshore.com/-- is
an offshore support vessel company that owns 23 vessels consisting
of 10 platform supply vessels, or PSVs, two anchor handling tug
supply vessels, or AHTS vessels, and 11 crew boats. The Company's
vessels primarily operate in the North Sea or the West Coast of
Africa.
The Debtors' OSVs are all focused on, and used primarily in, the
oil and gas business, including in the installation, maintenance,
and movement of oil and gas platforms. Demand for the Debtors'
services, as well as its operations, growth, and stability in the
value of the OSVs, depend on activity in offshore oil and natural
gas exploration, development, and production.
Hermitage Offshore Services Ltd. (Lead Debtor) (Bankr. S.D.N.Y.
Case No. 20-11850) and 20 affiliates sought Chapter 11 protection
on August 11, 2020. The cases are assigned to Judge Martin Glenn.
In the petitions signed by Cameron Mackey, director, the
consolidated cases estimated assets and liabilities in the range of
$100 million to $500 million.
The Debtors tapped Brian S. Rosen, Esq., and Joshua A. Esses, Esq.,
at Proskauer Rose LLP as counsel. The Debtors tapped Perella
Weinberg Partners L.P. as their Investment Banker. They tapped
Napdragon Advisory AB as their Professional Shipping Advisory Firm.
Prime Clerk LLC serves as the Debtors' claims, noticing, and
solicitation agent.
ICAN BENEFIT: Wins Cash Collateral Access Thru June 19
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized iCan Benefit Group, LLC and its debtor affiliates to use
cash collateral on an interim basis through June 19, 2021, in
accordance with the budget.
The Debtor is authorized to pay amounts expressly authorized by the
court, current and necessary expenses according to the budget, plus
an amount not to exceed 10% for any line item per month and
cumulatively per month of up 10%, and additional amounts as may be
expressly approved in writing by the Lender or by further Court
order.
The Debtors will use funds from the Paycheck Protection Program to
pay all line items authorized by the PPP. Additionally, pursuant to
an agreement between the parties, the Debtors will commence
payments of Third-Party Administrator Fees to Premier
Administrative Services as and when they become due in the ordinary
course for all periods due and owing as of the Petition Date for
actual costs expended and services performed by Premier for the
Debtors.
As adequate protection, lender Southern Guaranty Insurance Company
is granted a replacement lien in all property of the Debtors
acquired or generated post-petition to the same extent and priority
and of the same kind and nature as the Lender's pre-petition liens
and security interests in the cash collateral. Additionally, on or
before April 20 and every 20th day of the month thereafter during
the term of the Interim Budget, the Debtors will remit to SGIC a
sum that is no less than $20,000.
The Court will conduct a further interim hearing on the Motion on
June 8, 2021, at 1:30 p.m. via Zoom for Government.
A copy of the order and the Debtor's 13-week budget through the
week of July 10 is available for free at https://bit.ly/3uC03oW
from PacerMonitor.com. The Debtor projects total cash receipts of
$848,800 and total operating disbursements of $746,451 for the
period.
About iCan Benefit Group, LLC
iCan Benefit Group, LLC -- https://icanbenefit.com/ -- is a
licensed insurance agency offering a variety of benefit programs
and insurance products from a number of licensed insurance
companies.
iCan Benefit Group and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No.
21-12567) on March 18, 2021. Stephen M. Tucker, manager, signed
the petitions. In its petition, iCan Benefit Group disclosed $10
million to $50 million in both assets and liabilities.
Judge Mindy A. Mora oversees the cases.
Agentis PLLC serves as the Debtors' legal counsel.
INVESTVIEW INC: Unveils Transformational Acquisitions to Expand Biz
-------------------------------------------------------------------
Investview, Inc. announced a series of transformational
acquisitions as part of an overall strategy to expand the scope of
Investview's business into complementary, fast-growing adjacent
markets. With these acquisitions Investview will immediately enter
the fast-growing U.S. and non-U.S. online brokerage industry with a
state-of-the-art platform with an established profile of delivering
professional trading services catering primarily to a diverse base
of self-directed (DIY) and active online brokerage investors,
professional fund managers, buy-side professionals, registered
investment advisors and other broker-dealers.
"Through the combined acquisitions which are expected to close by
the end of the third quarter, subject to regulatory approvals and
customary closing conditions, Investview will be uniquely
positioned to enable active traders and investors to gain a
competitive edge in the market with innovative tools and fast,
reliable execution, seamlessly delivered across desktop and mobile
devices.
"Furthering its FinTech footprint, Investview plans to combine
these acquisitions under a new standalone subsidiary company,
creating a market leading financial technology and brokerage firm
for active traders and investors. The combination of LevelX
Capital, LevelX Advisors and acclaimed Prodigio RTS trading
platform brings together three dynamic companies that offer
customers superior value.
"The acquisitions come at a time of sustained growth for
Investview. The transaction significantly increases the scale and
service capabilities of Investview's existing US and global
business through the acquisition of a fast-growing, high margin
business that is well positioned to benefit from the structural
growth in self-directed investing in the US listed equities and
options market. By establishing an online broker dealer affiliate
and active trader platform, Investview will be able to capture
trading revenue we could not capture before, which we believe will
significantly be accretive to our top and bottom line," said Joseph
Cammarata, Investview CEO.
Joe Cammarata, chief executive of Investview, commented, "I am
thrilled to welcome LevelX and Prodigio RTS to the Investview
family as part of this transformational acquisition. The US market
has more than 54 million self-directed retail traders and the
online brokerage industry is highly fragmented. This acquisition
will materially expand and scale our business as we further
diversify into the exciting high growth market of US retail
equities and options, a market which is adjacent to our iGenius
core product skill set. The financial and strategic rationale
underpinning this transaction are compelling. Our goal is to
continually improve our customers' experience and I am confident
that with our shared client-centric principles, passion for
innovation and growth, Investview and LevelX will prove a winning
combination."
Annette Raynor, COO of Investview said, "Advanced trading tools,
once available only to professional investors are becoming
accessible to a wider universe of retail investors and market
demand for sophisticated, yet easy-to-use analytics is expanding.
We believe the combined company will be uniquely positioned to meet
this growing global demand which is a core principle of our
founding principles – provide the individual access to
information and technology formerly reserved for professional only.
By joining forces, customers will get the best of all three
companies and continue to benefit from the products and features
that enable them to gain a competitive edge. Each of these
organizations is focused on providing superior value and offerings
to our customers through innovative tools and fast, reliable
execution, seamlessly delivered across acclaimed desktop and mobile
platforms. This combination also brings together a depth and
breadth of experienced, talented management and professionals that
will provide another competitive advantage."
"This is a strategic, transforming merger based on technology and
account acquisition synergies generated by Investview-iGenius
affiliates and customers who can now be educated and trade on an
integrated platform with top-rated technology. When our affiliates
and customers succeed, our shareholders benefit - this merger
represents the first time that the economics of technology and
account acquisition for an online broker are turned on their head
and account acquisition becomes a profit center rather than a cost,
in the process originating an account whose owner knows how to use
the award winning applications and technology to their fullest to
achieve better results," added Mario Romano, Director of Finance.
Joe Cammarata, CEO said, "It's time to take our customers to
another level and this merger will bring the resources under one
brand to accomplish that. Investview has the passion and spirit to
empower investors through education, which has also been the
cornerstone of LevelX and Prodigio's success. The new company IFG
will be a powerful combination of great educational services and
advanced trading technology from which all our customers will
benefit."
David Rothrock, Chairman of MPower Trading Systems said, "The
combination of MPower with Investview and LexelX represents a new
paradigm in the online brokerage industry, and the entire MPower
organization is excited to be part of this dynamic combination. I
look forward to working with Joe and the executive management team
to realize the synergies of this combination as we leverage our
established technologies to further unlock the potential growth
opportunities emerging in the DIY online brokerage community."
Strategic rationale behind the merger:
Investview expects the acquisition to be accretive during 2022, and
to enhance customer retention and increase the lifetime value of
its network affiliates and online broker customers.
Underlying the expected synergies are the following factors:
* With over 40% of the Company's sales transaction volume
originating from the purchase of its financial education
services, its Affiliates and customers have become among the
most confident, active and knowledgeable individual investors
in the market. Currently Investview does not benefit from
this
trading activity. By establishing an online broker dealer
affiliate and active trader platform, Investview expects to be
able to capture some of this trading revenue.
* Investview's-iGenius subsidiary has more than 12,500
customers,
including more than 17,000 alumni, offering an attractive,
immediate cross selling opportunity.
* The combination of three leading technology-based companies
will create operating leverage in product innovation resulting
in increased recurring revenue and customer lifetime value.
Mr. Cammarata concluded, "We are consistently taking a diversified
approach to our innovation, strategic partnerships, global
expansion and corporate citizenship to fuel sustainable, long-term
growth, which has been demonstrated by our results over the last
four quarters. We believe that the strength of our balance sheet
and cash position, combined with our consistent focus on our
highest-return priorities, will generate sustainable long-term
value for all stakeholders."
On May 5th, Investview announced that nearly all of its key
shareholders, including founders, officers, and the new transaction
shareholders will join the existing shareholders on the same terms,
have agreed to certain Lock-Up provisions.
Transaction Summary
Investview has entered into Security Purchase agreements to
purchase 100% of the business and outstanding equity interests of
SSA Technologies LLC ("SSA"), an entity that owns and operates a
FINRA-registered broker-dealer and Registered Investment Advisor
(RIA), and MPower Trading Systems LLC, the developer and owner of
Prodigio RTS, a proprietary software-based trading platform with
applications within the brokerage industry.
The Board of Directors of each of the companies have unanimously
approved the merger transaction through a stock-for-stock merger
exchange. Pursuant to the terms of the agreements, Investview,
Inc. through its subsidiary Investview Financial Group Holdings LLC
has agreed to acquire each of the SSA and MPower businesses for the
issuance of non-voting membership interests in Investview wholly
owned subsidiaries that are in the future redeemable for,
respectively, 242,000,000 and 565,000,000 Investview common shares
on a one-for-one basis.
In connection with the closing under the Agreement, the redeemable
membership interests being issued to the SSA and MPower equity
holders, as well as the resulting shares of Investview common stock
issued upon the exercise of such redemption rights, will be issued
as shares of restricted securities issued in reliance upon the
exemption from registration provided by Section 4(a)(2) of the
Securities Act of 1933, as amended. Following closing, Investview
has agreed to file a registration statement with the Securities and
Exchange Commission registering the resale of the shares issuable
upon conversion of the membership interests. In connection with
the merger transaction, under the agreement, the acquired parties
have entered in to lock-up agreements with the company.
The lock-up Agreements stipulate that these shareholders will not,
subject to limited exception, offer to sell, contract to sell,
lend, pledge, or otherwise dispose of any Investview securities, or
enter any transaction to such effect, directly or indirectly, in
addition to other restrictions until April 25th, 2022 when a
portion of the shares will be released followed by the remainder of
the shares being released after April 25, 2025.
Further, following this merger transaction, the following
shareholders will join the existing shareholders on same terms
representing 1,393,321,602 common shares to represent as-adjusted
2,200,321,602 common shares who have entered into voluntary lock-up
agreements with the Company, representing as-adjusted 58.06% of the
total issued outstanding subordinate voting shares representing
as-adjusted 3,789,481,329 common shares (on an as-if converted
basis).
The transactions are expected to close by the third quarter,
pending regulatory approvals and customary closing conditions.
Investview, Inc., through its subsidiary Investview Financial Group
Holdings, will own a majority stake in the new combined company.
About Investview
Headquartered in Salt Lake City, Utah, Investview, Inc., is a
diversified financial technology organization that operates through
its subsidiaries, to provide financial products and services to
individuals, accredited investors and select financial
institutions.
Investview reported a net loss of $21.28 million for the year ended
March 31, 2020, compared to a net loss of $4.98 million for the
year ended March 31, 2019. As of Dec. 31, 2020, the Company had
$10.77 million in total assets, $23.79 million in total
liabilities, and a total stockholders' deficit of $13.02 million.
Haynie & Company, in Salt Lake City, Utah, the Company's auditor
since 2017, issued a "going concern" qualification in its report
dated June 29, 2020, citing that the Company has suffered losses
from operations and its current cash flow is not enough to meet
current needs. This raises substantial doubt about the Company's
ability to continue as a going concern.
ION GEOPHYSICAL: Incurs $7.3 Million Net Loss in First Quarter
--------------------------------------------------------------
Ion Geophysical Corporation filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $7.25 million on $14.04 million of total net revenues for the
three months ended March 31, 2021, compared to a net loss of $2.34
million on $56.41 million of total net revenues for the three
months ended March 31, 2020.
As of March 31, 2021, the Company had $189.65 million in total
assets, $258.02 million in total liabilities, and a total deficit
of $68.37 million.
At quarter close, the Company's total liquidity of $39.5 million
consisted of $34.2 million of cash (including net revolver
borrowings of $21.3 million) and $5.3 million of remaining
available borrowing capacity under the revolving credit facility.
In April 2021, the Company successfully completed its previously
announced offer to exchange its 9.125% Senior Secured Notes Due in
December 2021 for newly issued 8.00% Senior Secured Second Priority
Notes due in December 2025 and other consideration in the form of
cash and ION common stock. Approximately 94.1% the Old Notes where
tendered and accepted as part of the Exchange Offer. The Company
also completed its previously announced Rights Offering, providing
shareholders the right purchase New Notes or Common Stock.
In total, $116.2 million in aggregate principal amount of New Notes
and 10.9 million shares of Common Stock were issued through the
Exchange Offer and Rights Offering. ION will receive approximately
$14 million in net proceeds from the transactions after deducting
noteholder obligations, transaction fees and accrued and unpaid
interest paid on the Old Notes tendered. There remains $7.1
million of Old Notes outstanding.
The Company said, "We closed significantly lower multi-client data
sales than expected during the first quarter, as many of our
clients were restructuring their organizations and finalizing
capital budgets later than usual. This delayed commercial
discussions and exacerbated the typical low sales and EBITDA
seasonality associated with the first quarter. Last year, we had
an exception to that pattern with strong first quarter results
driven by an unusually large 2019 year-end deal that ultimately
closed in March of 2020. Importantly, backlog grew for the third
consecutive quarter, driven by our strategic decision to
participate in the 3D new acquisition multi-client market. We
expect to recognize the majority of backlog as revenue during the
second and third quarters as the much larger phase of our Mid North
Sea High program progresses this summer. Our team has gained
industry credibility and cultivated a robust pipeline of other
potential 3D program opportunities, such as the exclusive agreement
we announced offshore Kenya. Our proprietary Gemini source
technology continues to perform extraordinarily well as exhibited
by the project extension we received from a Super Major."
"Operations Optimization revenues remained fairly consistent
sequentially. Our market diversification strategy continues to
progress well. Following the fourth quarter contract award, we
deployed Marlin SmartPort across CalMac's ports and harbors during
the first quarter and continue to receive positive client feedback
on the value our software delivers. In addition to commercial
discussions on very promising Marlin SmartPort trial conversions,
our business development team increased outreach abroad leveraging
U.S. government connections and hired an experienced resource to
accelerate sales and marketing in North America. As we expanded
our WellAlert commercial outreach in an effort to secure funding
for a sea trial, several energy companies remarked on its broad
applicability for additional infrastructure and environmental
monitoring use cases. During the quarter, we also continued to
make advancements in both the hardware and software of our
prototype. Although we embarked on a diversification strategy
several years ago, and have been focused on industry themes such as
sustainability and digitalization for some time, this quarter we
established new workgroups to accelerate progress on the most
promising energy transition opportunities."
"We successfully completed the balance sheet restructuring, which
extended our bond maturity to 2025 with a lower interest rate and
eliminated our going concern accounting opinion. The conversion
feature also has the potential to transform our capital structure
by providing a path to convert nearly all our debt to equity as we
execute our strategy over the coming years. Net proceeds from both
the Registered Direct Offering and Rights Offering injected
approximately $24 million of liquidity to provide flexibility to
manage the business through the tail of the pandemic and support
our diversification strategy."
"This capital restructuring allows us to focus exclusively on
executing our strategy to drive long-term profitable growth in both
our core and new markets. While we expect the market will remain
challenging in the near-term, there have been a number of positive
developments, which point to improving market conditions in the
back half of the year. Brent crude oil prices, which play an
integral role in the trajectory of customers' offshore capital
spending programs, have rebounded to pre-pandemic levels. With our
refocused strategy, over $40 million lower cost structure, and
realigned executive team, we are well positioned to capitalize on
the expected modest increase in E&P spending this year; and our
investments the last few years position us to leverage high value
strengths to targeted new markets."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/866609/000143774921011127/io20210331_10q.htm
About ION
Headquartered in Houston, Texas, ION -- http://www.iongeo.com-- is
an innovative, asset light global technology company that delivers
powerful data-driven decision-making offerings to offshore energy,
ports and defense industries. The Company is entering a fourth
industrial revolution where technology is fundamentally changing
how decisions are made. The Company provides its services and
products through two business segments -- E&P Technology & Services
and Operations Optimization.
ION Geophysical reported a net loss of $37.11 million for the year
ended Dec. 31, 2020, compared to a net loss of $47.21 million on
$174.68 million for the year ended Dec. 31, 2019. As of Dec. 31,
2020, the Company had $193.59 million in total assets, $264.68
million in total liabilities, and a total deficit of $71.09
million.
Houston, Texas-based Grant Thornton LLP, the Company's auditor
since 2014, issued a "going concern" qualification in its report
dated Feb. 11, 2021, citing that as of Dec. 31, 2020, the Company
had outstanding $120.6 million aggregate principal amount of its
9.125% Senior Secured Second Priority Notes, which mature on Dec.
15, 2021. The Notes, classified as current liabilities, caused the
Company's current liabilities to exceed its current assets by
$150.9 million and its total liabilities exceeds its total assets
by $71.1 million. These conditions, along with other matters,
raise substantial doubt about the Company's ability to continue as
a going concern.
* * *
As reported by the TCR on April 19, 2021, S&P Global Ratings
lowered its issuer credit rating on U.S.-based seismic company ION
Geophysical Corp. to 'SD' (selective default) from 'CC'. S&P said,
"We lowered our ratings after ION completed the exchange of its
$121 million 9.125% second-lien senior secured notes due December
2021 for a combination of cash and new 8% second-lien senior
convertible notes due December 2025. We view the transaction as
distressed and tantamount to a default."
ION GEOPHYSICAL: Two Board Members Resign
-----------------------------------------
David H. Barr and Tina L. Wininger resigned from their positions on
the Board of Directors of ION Geophysical Corporation, effective
May 6, 2021. The Company is grateful to Mr. Barr and Ms. Wininger
for their years of diligent and distinguished service.
About ION
Headquartered in Houston, Texas, ION -- http://www.iongeo.com-- is
an innovative, asset light global technology company that delivers
powerful data-driven decision-making offerings to offshore energy,
ports and defense industries. The Company is entering a fourth
industrial revolution where technology is fundamentally changing
how decisions are made. The Company provides its services and
products through two business segments -- E&P Technology & Services
and Operations Optimization.
ION Geophysical reported a net loss of $37.11 million for the year
ended Dec. 31, 2020, compared to a net loss of $47.21 million on
$174.68 million for the year ended Dec. 31, 2019. As of Dec. 31,
2020, the Company had $193.59 million in total assets, $264.68
million in total liabilities, and a total deficit of $71.09
million.
Houston, Texas-based Grant Thornton LLP, the Company's auditor
since 2014, issued a "going concern" qualification in its report
dated Feb. 11, 2021, citing that as of Dec. 31, 2020, the Company
had outstanding $120.6 million aggregate principal amount of its
9.125% Senior Secured Second Priority Notes, which mature on Dec.
15, 2021. The Notes, classified as current liabilities, caused the
Company's current liabilities to exceed its current assets by
$150.9 million and its total liabilities exceeds its total assets
by $71.1 million. These conditions, along with other matters,
raise substantial doubt about the Company's ability to continue as
a going concern.
* * *
As reported by the TCR on April 19, 2021, S&P Global Ratings
lowered its issuer credit rating on U.S.-based seismic company ION
Geophysical Corp. to 'SD' (selective default) from 'CC'. S&P said,
"We lowered our ratings after ION completed the exchange of its
$121 million 9.125% second-lien senior secured notes due December
2021 for a combination of cash and new 8% second-lien senior
convertible notes due December 2025. We view the transaction as
distressed and tantamount to a default."
IRONWOOD FINANCIAL: Wins Cash Collateral Access Thru June 1
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Mississippi
has authorized Ironwood Financial, LLC to use cash collateral on an
interim basis through June 1, 2021, pursuant to the Debtor's
budget.
The Debtor has made a sufficient showing, on an interim basis, that
it requires the use of cash/property of the estate to pay its
operating expenses, payroll and other costs of operation from May 3
through August 27, 2021.
The Debtor also introduced into evidence, a monthly budget which
describes the flow of cash into the Debtor, as well as the flow of
cash out of the Debtor to its parent and to an affiliate. While the
Court approves the transfers of cash to the Debtor's parent and its
affiliate for the time being, the Court, Worldpay ISO, Inc., f/k/a
Vantiv, Inc., f/k/a National Processing Company, all creditors, and
the Office of the United States Trustee have reserved unto them the
right to review, and to object to, those transfers if they deem
them inappropriate.
Based upon the agreement reached by the Debtor and Worldpay, the
Court is of the opinion that the Motion should be granted, on an
interim basis. Specifically, during the month of May, 2021,
Worldpay is directed to release $122,000 of any residual payments
to the Debtor in the ordinary course of Worldpay's business after
ascertaining the amount of the residual payments in accordance with
the terms of the underlying agreement between the Debtor and
Worldpay provided that the total amount of the residual payment due
to the Debtor for the applicable period is at least $122,000.
Worldpay agrees to hold and not apply towards the payment of
attorney fees any remaining residual payments due to the Debtor for
the applicable period, pending further order of the Court and/or
agreement between the Debtor and Worldpay.
A final hearing on the motion is scheduled for June 1 at 1:30 p.m.
A copy of the order is available for free at https://bit.ly/2R5X3m0
from PacerMonitor.com.
About Ironwood Financial, LLC
Ironwood Financial, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Miss. Case No. 21-10866) on May
3, 2021. In the petition signed by John H. Lewis, manager, the
Debtor disclosed up to $10 million in assets and up to $50 million
in liabilities.
Judge Jason D. Woodard oversees the case.
Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC is
the Debtor's counsel.
ISLET SCIENCES: Unsecureds to Get 1.5% Equity in Reorganized Debtor
-------------------------------------------------------------------
Islet Sciences, Inc., filed a Fourth Amended Disclosure Statement
to its Plan of Reorganization on May 7, 2021.
As of the Petition Date, the Debtor has anticipated it will have
outstanding obligations in the principal amounts of approximately
(i) $3,000,000 of postpetition financing, (ii) $1,955,221 of claims
arising from litigation with the Petitioning Creditors, and (iii)
$6,723,569 of general unsecured debt.
The Plan provides for the reorganization of the Debtor as a going
concern and will address the Debtor's capital structure, while
preserving the Debtor's existing liquidity. The Restructuring
Transactions may include one or more sales, mergers,
consolidations, restructurings, conversions, dissolutions,
transfers, or liquidations as may be determined by the secured
claim holders to be necessary or appropriate to fully effectuate
the transfer of the New Equity Interests and finalize the amendment
to the Litigation Financing with Curiam Investments 2 LLC (Curiam).
Specifically, the Plan contemplates a restructuring of the Debtor
through a debt-for-equity conversion. Upon the Effective Date, the
Debtor will issue the New Equity to Western States Funding, LLC
(WSF) in accordance with the DIP Facility and Classes 2, 3 and 4
based on their Pro Rata share of the value of the Reorganized
Debtor and finalize the amendment the Curiam Litigation Financing.
WSF extended DIP funds to the Debtor under a $1,000,000 credit
facility, at 4% interest rate per annum, which DIP Loan was
approved by the Court on October 1, 2019. The DIP parties
subsequently amended the DIP Loan agreement through additional DIP
funds granted to the Debtor.
Classes of Claims under the Plan:
* Class 1 Secured Claim of Curiam Investments 2 LLC
Class 1 aggregates $100,000 as of the Petition Date, subject to the
Protective Order. Class 1 Claim will be paid in accordance with
the Terms of the Amended Litigation Financing Agreements. Any
pre-petition security interest vested in the Holder of Class 1
claim shall remain in effect on the Effective Date. Post-petition,
Curiam provided the Debtor a $3,500,000 credit facility to defray
expenses relating to the Debtor's North Carolina litigation. The
Debtor granted Curiam a first position security interest the net
proceeds of the North Carolina Litigation up to $3,500,000 plus
15%. Subsequently, the Debtor and Curiam entered into an Amendment
to the Litigation Financing to account for certain defaults of the
Debtor under the Litigation Financing and the current costs of the
District Court Case.
* Class 2 Litigation Creditors' Claims
The Holders of Allowed Litigation Creditors' Claims shall receive
their Pro Rata distribution of the New Equity in the full amount of
their Allowed Claims, subject to the outcome of the North Carolina
Litigation. Allowed Class 2 Claims equates to 0.4% of the New
Equity of the Reorganized Debtor.
* Class 3 General Unsecured Claims
The Debtor proposes to pay Holders of Allowed General Unsecured
Claims a pro rata distribution from the New Equity equal to 1.5% of
the value of the Reorganized Debtor, after the payment of allowed
administrative claims and priority claims. The Debtor estimates
that the General Unsecured Claims against the estate total
approximately $6,723,569, which is a value of approximately 1.5% of
the Reorganized Debtor.
* Class 4 Holders in Equity
The Equity Interest Holders shall receive their pro-rata share of
the New Equity but will be diluted by approximately 51.9% by the
issuance of equity to the Holders of Claims in Classes 2 and 3, and
the claims of WSF. It is anticipated the current Holders of Equity
shall be diluted from 100% to 48.1% ownership of the Debtor if the
Reorganized Debtor is successful in the North Carolina Litigation.
After the Effective Date, the Debtor shall continue to exist as a
separate corporate entity or limited liability company, as
applicable, with all the powers of a corporation or limited
liability company pursuant to laws of the State of Nevada.
The Reorganized Debtor will be managed and operated by a new Board
of Directors consisting of Charles G. Fogelgren, MBA; Mitchel K.
May, Esq., Jorg Schreiber, Ph.D; Kevin W. Wilson, MBA; Charles E.
DuPont, and John Steel, IV.
A copy of the Fourth Amended Disclosure Statement is available for
free at https://bit.ly/3bgCqud from PacerMonitor.com.
The Debtor's counsel:
Samuel A. Schwartz, Esq.
SCHWARTZ LAW, PLLC
601 East Bridger Ave.
Las Vegas, NV 89101
Telephone: (702) 385-5544
About Islet Sciences
Islet Sciences, Inc., is a biotechnology company engaged in the
research, development, and commercialization of new medicines and
technologies for the treatment of metabolic diseases and related
indications covering unmet medical needs.
On May 29, 2019, creditors, namely, James Green, William Wilkison,
Brighthaven Ventures, LLC, Kevin M. Long, VACO Raleigh, LLC, Steve
Delmar, and Apex Biostatistics, Inc. (collectively, "Petitioning
Creditors") filed an involuntary Chapter 7 petition against Islet
Sciences (Bankr. D. Nev. 19-13366). The case was converted to one
under Chapter 11 on September 18, 2019.
Judge Mike K. Nakagawa oversees the case.
The Debtor has tapped Brownstein Hyatt Arber Schreck LLP and
Schwartz Law PLLC as its legal counsel, Armstrong Teasdale LLP as
special litigation counsel, and Portage Point Partners LLC as
financial advisor.
The U.S. Trustee for Region 17 appointed a committee of unsecured
creditors on November 26, 2019. The committee is represented by
Andersen Law Firm, Ltd.
KADMON HOLDINGS: Incurs $28.4 Million Net Loss in First Quarter
---------------------------------------------------------------
Kadmon Holdings, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $28.38 million on $563,000 of total revenue for the three months
ended March 31, 2021, compared to a net loss of $29.3 million on
$6.74 million of total revenue for the three months ended March 31,
2020.
As of March 31, 2021, the Company had $335.11 million in total
assets, $275.90 million in total liabilities, and $59.20 million in
total stockholders' equity.
At March 31, 2021, the Company's cash, cash equivalents and
marketable debt securities totaled $295.9 million, compared to
$123.9 million at Dec. 31, 2020.
The Company stated, "Since our inception through March 31, 2021, we
have raised net proceeds from the issuance of equity and debt. We
maintained cash, cash equivalents and marketable debt securities of
$295.9 million at March 31, 2021. We expect that our cash, cash
equivalents and marketable debt securities as of March 31, 2021
will enable us to fund our operating expenses and capital
expenditure requirements for at least the next 12 months from the
date of this report, based on our current business plan."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1557142/000155714221000055/kdmn-20210331x10q.htm
About Kadmon Holdings
Based in New York, Kadmon Holdings, Inc. -- http://www.kadmon.com
-- is a clinical-stage biopharmaceutical company that discovers,
develops and delivers transformative therapies for unmet medical
needs. The Company's clinical pipeline includes treatments for
immune and fibrotic diseases as well as immuno-oncology therapies.
Kadmon reported a net loss attributable to common stockholders of
$111.03 million for the year ended Dec. 31, 2020, compared to a net
loss attributable to common stockholders of $63.43 million for the
year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had
$162.71 million in total assets, $46.68 million in total
liabilities, and $116.02 million in total stockholders' equity.
KLX ENERGY: Reduces Board Size to Seven Members
-----------------------------------------------
The board of directors of KLX Energy Services Holdings, Inc.
determined to reduce the size of the Board from nine to seven
members, effective as of the date of the Company's 2021 annual
meeting of stockholders, to be held on June 8, 2021.
In connection with the Board's determination to reduce the size of
the Board, Stephen M. Ward, Jr. submitted a letter of resignation
from his position as a Class II director of the Company, effective
as of the date of the Annual Meeting. There were no disagreements
between Mr. Ward and the Company or Board on any matter relating to
the Company's operations, policies or practices or any other
matter.
Additionally, for the same reason, Dalton Boutte, Jr. is not
standing for election as a Class III director of the Company at the
Annual Meeting. There were no disagreements between Mr. Boutte and
the Company or Board on any matter relating to the Company's
operations, policies or practices or any other matter.
Effective as of the Annual Meeting, the Board will reduce the size
of the Board from nine to seven directors. Therefore, effective as
of the Annual Meeting, the composition of the Board is expected to
be as follows:
Gunnar Eliassen Class I Director
John T. Collins Class II Director
Richard G. Hamermesh Class I Director
Thomas P. McCaffrey Class III Director*
Corbin J. Robertson, Jr. Class III Director*
Dag Skindlo Class II Director
John T. Whates, Esq. Class I Director
Thomas P. McCaffrey and Corbin J. Robertson, Jr. are subject to
re-election at the Annual Meeting.
About KLX Energy
Headquartered in Wellington, Florida, KLX Energy Services Holdings,
Inc. is a provider of diversified oilfield services to leading
onshore oil and natural gas exploration and production companies
operating in both conventional and unconventional plays in all of
the active major basins throughout the United States. The Company
delivers mission critical oilfield services focused on drilling,
completion, intervention and production activities for the most
technically demanding wells from over 60 service facilities located
in the United States. KLXE's complementary suite of proprietary
products and specialized services is supported by technically
skilled personnel and a broad portfolio of innovative in-house
research and development, manufacturing, repair and maintenance
capabilities.
KLX Energy reporte a net loss of $332.2 million for the year ended
Jan. 31, 2021, compared to a net loss of $96.4 million for the year
ended Jan. 31, 2020. The increase in net loss was primarily due to
decreased demand, increased impairment and other charges,
non-recurring items related to merger and integration totaling
$39.7 million, offset by the bargain purchase gain on the Merger of
$40.3 million.
* * *
As reported by the TCR on Feb. 23, 2021, Moody's Investors Service
completed a periodic review of the ratings of KLX Energy Services
Holdings, Inc. and other ratings that are associated with the same
analytical unit. KLX Energy Services Holdings, Inc.'s (KLXE) Caa1
Corporate Family Rating reflects the company's relatively small
scale while providing a range of well completion, intervention,
drilling and production services in a highly cyclical industry.
In April 2020, S&P Global Ratings lowered its issuer credit rating
on KLX Energy Services Holdings Inc., a U.S.-based provider of
onshore oilfield services and equipment, to 'CCC+' from 'B-'.
"Demand for onshore U.S. oilfield services collapsed along with oil
prices. The recent fall in oil prices has led many E&P companies
to announce material cuts to capital spending plans, leading us to
reduce our demand expectations for the oilfield services sector.
We now expect oilfield services demand could decline by about 30%
in the U.S. in 2020, with further downside risk if the current weak
price environment remains for a prolonged period," S&P said.
KNOW LABS: Incurs $5.4 Million Net Loss in Second Quarter
---------------------------------------------------------
Know Labs, Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $5.37
million on zero revenue for the three months ended March 31, 2021,
compared to a net loss of $3.33 million on $4,546 of revenue for
the three months ended March 31, 2020.
For the six months ended March 31, 2021, the Company reported a net
loss of $10.67 million on zero revenue compared to a net loss of
$6.35 million on $121,939 of revenue for the six months ended
March 31, 2020.
As of March 31, 2021, the Company had $15.91 million in total
assets, $8.06 million in total current liabilities, $432,059 in
total non-current liabilities, and $7.41 million in total
stockholders' equity.
The Company had cash of approximately $15,697,000 and net working
capital of approximately $12,757,000 (net of convertible notes
payable and right of use asset and liabilities) as of March 31,
2021. The Company has experienced net losses since inception and
it expects losses to continue as it commercializes its ChromaID
technology. As of March 31, 2021, the Company had an accumulated
deficit of $66,639,000 and net losses in the amount of $10,673,000,
$13,563,000, and $7,612,000 for the six months ended March 31, 2021
and the years ended 2020 and 2019, respectively. During the six
months ended March 31, 2021, the Company incurred non-cash expenses
of $7,028,000.
On March 15, 2021, the Company closed private placement for gross
proceeds of $14,209,000 in exchange for issuing Subordinated
Convertible Notes and 3,552,250 Warrants in a private placement to
accredited investors, pursuant to a series of substantially
identical Securities Purchase Agreements, Common Stock Warrants,
and related documents. The Convertible Notes will be automatically
converted to the Company's Common Stock at $2.00 per share on the
one year anniversary starting on March 15, 2022.
The Convertible Notes had an original principal amount of
$14,209,000 and bear annual interest of 8%. Both the principal
amount and the interest are payable on a payment-in-kind basis in
shares of its Common Stock
Know Labs said, "We believe that our cash on hand including funding
closed since March 31, 2021 will be sufficient to fund our
operations through March 31, 2023. We have financed our corporate
operations and our technology development through the issuance of
convertible debentures, the issuance of preferred stock, the sale
of common stock and the exercise of warrants. The proceeds of
warrants which are not expected to be cashless are expected to
generate potential proceeds of up to $24,728,130."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1074828/000165495421005292/knwn_10q.htm
About Know Labs
Know Labs, Inc., was incorporated under the laws of the State of
Nevada in 1998. Since 2007, the Company has been focused primarily
on research and development of proprietary technologies which can
be used to authenticate and diagnose a wide variety of organic and
non-organic substances and materials. The Company's Common Stock
trades on the OTCQB Exchange under the symbol "KNWN."
Know Labs reported a net loss of $13.56 million for the year ended
Sept. 30, 2020, compared to a net loss of $7.61 million for the
year ended Sept. 30, 2019. As of Dec. 31, 2020, the Company had
$3.22 million in total assets, $7.87 million in total current
liabilities, $14,602 in total non-current liabilities, and a total
stockholders' deficit of $4.66 million.
BPM LLP, in Walnut Creek, California, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
Dec. 29, 2020, citing that the Company has sustained a net loss
from operations and has an accumulated deficit since inception.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.
KWK INC: Seeks Cash Collateral Access
-------------------------------------
KWK, Inc. asks the U.S. Bankruptcy Court for the Middle District of
Pennsylvania for authority to use cash collateral.
The Debtor's case has been filed with seven affiliated entities.
The Affiliates are: KK Fit, Inc., KK Fit York, Inc., KK Fit South
York, Inc., KK Alliance, Inc., KK Fit Hershey, Inc., KKL Fit III,
Inc., and KK Fit Wyo, Inc.
PeoplesBank is believed to hold multiple security interests in most
of the personal property of the Debtor and all Affiliates,
including accounts, accounts receivable and cash.
The Debtor and the Affiliates are indebted to the Bank as follows:
a. Loan #4200 in the approximate amount of $1,255,791.96
b. Loan #4300 in the approximate amount of $2,388,902.73
c. Loan #5500 in the approximate amount of $645,872.06
The Debtor is believed to have these assets:
a. Minimal Accounts Receivable
b. The Affiliates each have monthly Membership Payments of
approximately $260,000 per month. The value of the continuing
memberships may be as high as $600,000. KK Alliance, Inc. currently
has no members.
c. Equipment having a value of approximately $300,000 (net of
any equipment leases or equipment financing agreements)
d. Minimal Inventory
e. Cash on hand of approximately $200,000 for all entities
The Bank also has three mortgage liens on certain real estate owned
by KK Fit Real Estate, LLC (another affiliate of the Debtor)
located at 298 Pauline Drive, York Township, York, Pennsylvania.
The Real Property has a value of approximately $1,300,000. Loan
#5500 granted by PeoplesBank is also secured on the residence of
the Debtor's principal, Kurt Krieger, which is located at 1080
Wyndsong Drive, Spring Garden Township, York, Pennsylvania. The
Residence has a value of approximately $650,000.
As a result of all of the collateral upon which the Bank has a
lien, the Debtor believes the Bank has adequate protection.
The Debtor believes it can operate on a profitable basis. In
addition to cutting overhead costs, the Debtor is taking steps to
attempt to obtain additional reimbursements from insurers and the
state and federal governments.
In order to provide adequate protection to the Bank, the Debtor
proposes to provide the Bank with a replacement lien in
post-Petition Cash Collateral, and all other assets in which the
Bank has a pre-Petition security interest and lien and to the
extent that the Bank is secured in pre-Petition Cash Collateral.
The replacement lien will only be effective to the extent there is
a diminution in the amount of Cash Collateral post-Petition. To the
extent that such replacement lien is insufficient and the Bank has
a shortfall resulting any diminution resulting from the Debtor's
use of Cash Collateral and all other categories of assets upon
which the Bank has a pre-Petition lien, and to the extent the Bank
is secured in Cash Collateral, the Bank will be granted an
administrative claim superior in priority to all other
administrative claims except for claims of professionals in the
case and fees owed to the Office of the U.S. Trustee. Such
replacement lien will be effective without further recordation.
A copy of the motion is available for free at
https://bit.ly/3f1jn8s from PacerMonitor.com.
About KWK, Inc.
KWK, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Pa. Case No. 21-01041) on May 7, 2021.
In the petition signed by Kurt Krieger, president, the Debtor
disclosed up to $$500,000 in assets and up to $10 million.
Robert E. Chernicoff, Esq., at CUNNINGHAM, CHERNICOFF & WARSHAWSKY,
P.C. is the Debtor's counsel.
LAW OFFICES OF BRIAN WITZER : Taps Jennifer Liu as Accountant
-------------------------------------------------------------
The Law Offices of Brian D. Witzer seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire
Jennifer Liu, an accountant practicing in Beverly Hills, Calif.
Ms. Liu's services include preparing monthly operating reports,
corporate income tax and payroll tax returns, budgets and
projections; reviewing and responding to tax notices; preparing
post-confirmation quarterly reports; and accounting and bookkeeping
services.
The accountant will charge an hourly fee of $275 for her services.
The Debtor is also responsible for a $40 monthly Quickbooks
subscription fee.
Ms. Liu received $10,000 from the Debtor as retainer fee.
In court papers, Ms. Liu disclosed that she does not have an
interest materially adverse to the interest of the Debtor's
estate.
Ms. Liu can be reached at:
Jennifer M. Liu, CPA, MBT
9454 Wilshire Blvd., #628
Beverly Hills, CA 90212
Phone: 310-801-2479
Fax: 310-3610928
Email: jmliucpa@gmail.com
About Law Offices of Brian D. Witzer
The Law Offices of Brian D. Witzer -- https://witzerlaw.com -- is a
law firm specializing in serious personal injury, pharmaceutical
litigation, traumatic brain injury, premises liability,
construction liability, product liability, sexual assaults, and bad
faith insurance.
The Law Offices of Brian D. Witzer sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No.
21-12517) on March 29, 2021. In the petition signed by Brian D.
Witzer, chief executive officer and owner, the Debtor disclosed up
to $500,000 in assets and up to $50 million in liabilities. Judge
Neil W. Bason oversees the case. The Debtor tapped the Law Offices
of Michael Jay Berger as its legal counsel and Jennifer M. Liu,
CPA, as its accountant.
MAJESTIC HILLS: June 10 Disclosure Statement Hearing Set
--------------------------------------------------------
On May 4, 2021, debtor Majestic Hills, LLC filed with the U.S.
Bankruptcy Court for the Western District of Pennsylvania a
disclosure statement and plan.
On May 6, 2021, Judge Gregory Taddonio ordered that:
* June 10, 2021, at 2:00 p.m., via Zoom is the hearing to
consider approval of the disclosure statement.
* June 3, 2021, is the last date to file and serve written
objections to the disclosure statement.
A full-text copy of the order dated May 6, 2021, is available at
https://bit.ly/3ffH791 from PacerMonitor.com at no charge.
The Debtor is represented by:
Donald R. Calaiaro, Esquire
CALAIARO VALENCIK
938 Penn Avenue, Suite 501
Pittsburgh, PA 15222-3708
Tel: (412) 232-0930
E-mail: dcalaiaro@c-vlaw.com
About Majestic Hills
Majestic Hills, LLC, a privately held company that owns certain
property in Pennsylvania, filed a Chapter 11 petition (Bankr. W.D.
Pa. Case No. 20-21595) on May 21, 2020. At the time of filing, the
Debtor was estimated to have $1 million to $10 million in assets
and liabilities. The Hon. Gregory L. Taddonio oversees the case.
The Debtor's counsel is Donald R. Calaiaro of CALAIRO VALENCIK.
MAX FINE FURNITURE: Plan Confirmation Hearing Moved to June 24
--------------------------------------------------------------
The final combined Disclosure Statement and confirmation hearing on
the Chapter 11 Plan of Max Fine Furniture & Appliances, Inc., has
been re-scheduled for June 24, 2021 at 3 p.m. via telephone and
video conference.
About Max Fine Furniture and Appliances
Max Fine Furniture & Appliances, Inc.--
https://www.maxfinefurniture.com/ -- sells a wide selection of
bedroom, living room, dining room, leather, home office, kids
furniture and brand name mattresses. It carries several brands,
including Ashley, Restonic Mattresses, and Best Chair.
Max Fine Furniture & Appliances, Inc., sought Chapter 11 protection
on March 17, 2020 (Bankr. S.D. Tex. Case No. 20 70114). In the
petition signed by Maximo Saenz, president, the Debtor disclosed
$6,283,658 in assets and $4,261,778 in liabilities. Jana Smith
Whitworth, Esq., at JS Whitworth Law FIRM, PLLC, is the Debtor's
counsel.
MERCY HOSPITAL: Bankruptcy Dismissal Hearing Moved to May 14, 2021
------------------------------------------------------------------
Lauren Coleman-Lochner of Bloomberg Law reports that U.S.
Bankruptcy Judge Timothy Barnes agreed to move a request to dismiss
Mercy Hospital and Medical Center's bankruptcy case and related
items to a hearing on Friday, May 14, 2021. "All systems are a go
on the sale" to Insight, Edward Green of Foley & Lardner, attorney
for Mercy, told the court at a hearing Tuesday, May 11, 2021.
Cerner Corp. filed a limited objection saying that a license for
patient records and other electronic access needs to be assigned to
Insight before the sale closes.
About Mercy Hospital
Mercy Hospital operates the general acute care hospital known as
Mercy Hospital & Medical Center located at 2525 South Michigan
Ave., Chicago. The hospital offers inpatient and outpatient
services. Mercy Health System of Chicago, an Illinois
not-for-profit corporation, is the sole member of Mercy Hospital.
The health care facilities are part of Trinity Health's network of
health care providers. On the Web: http://www.mercy-chicago.org/
Mercy Hospital and Medical Center and Mercy Health System of
Chicago sought Chapter 11 protection (Bankr. N.D. Ill. Case Nos.
21-01805 and 21-01806) on Feb. 10, 2021. Mercy Hospital estimated
$100 million to $500 million in assets and liabilities as of the
bankruptcy filing. Judge Timothy A. Barnes oversees the cases.
Foley Lardner LLP, led by Matthew J. Stockl, is the Debtors' legal
counsel. Epiq Corporate Restructuring, LLC is the claims, noticing,
solicitation and administrative agent.
The U.S. Trustee for Region 11 appointed an official committee of
unsecured creditors on March 3, 2021. The committee is represented
by Sills Cummis & Gross, P.C. and Perkins Coie LLP.
David N. Crapo is the patient care ombudsman appointed in the
Debtors' Chapter 11 cases. The PCO is represented by Sugar
Felsenthal Grais & Helsinger, LLP.
MONARCH GROUP: Insiders to Recover Claims Pro-Rata in 12 Payments
-----------------------------------------------------------------
Monarch Group LLC filed with the Bankruptcy Court on May 7, 2021,
an Amended Chapter 11 Plan of Reorganization.
Pursuant to the Plan, the Distribution Agent, Jason Ward, shall
make payments of claims and other distributions on behalf of the
Reorganized Debtor, with funds coming from the Debtor's cash on
hand, rent payments from the Debtor's affiliates, and the net
proceeds of any sale, refinancing or other disposition of the
Debtor's assets. Mr. Ward is the Debtor's managing member.
Classes of Claims and Their Treatment Under the Plan:
Classes 1-6 are impaired by the Plan.
* Class 1 Certain Priority Claims. Allowed Administrative and
Priority Claims entitled to priority treatment pursuant to Section
507(a)(1) of the Bankruptcy Code shall receive, at the Reorganized
Debtor's option:
(1) payment in full in cash on account of the Priority Claim
without interest when the Claim is Allowed;
(2) the amount of the holder's Allowed Claim paid in 12 equal
monthly payments, with the first payment due and payable on the
fifth business day of the first month that is more than 30 days
after the Effective Date;
(3) the amount of such holder's Allowed Claim in accordance with
the ordinary business terms of such expense or cost; or (iv) such
other treatment as may be agreed to in writing by the priority
Creditor and the Reorganized Debtor or as ordered by the Bankruptcy
Court.
* Class 2 Secured Claim of the Sadlers. The Secured Claim of the
Sadlers shall be Allowed for $233,000 and shall be paid in full by
the sale of the property or the refinancing of the remaining unpaid
portion of the Sadlers' Allowed Secured Claim. Until such time as
the property is sold or the remaining unpaid portion of the
Sadlers' Allowed Secured Claim is refinanced, which shall occur by
no later 120 months from the Effective Date, the Reorganized Debtor
shall make monthly payments to the Sadlers comprised of (i)
interest at 6% per annum, and (ii) principal amortized over a
20-year term.
* Class 3 Secured or Priority Claim(s) of Taxing Authorities.
The Allowed Secured or Priority Claim of all Tax Claims shall be
paid in accordance with Section 1129(a)(9)(c) of the Bankruptcy
Code with the first payment due on the fifth business day of the
first month that is more than 30 days after the Effective Date.
* Class 4 Secured Tax Claims of Propel Financial Services and
Sombrero. The Allowed Secured Tax Claims of Propel Financial
Services and Sombrero Property Tax Fund I, LLC shall be paid
through 60 consecutive monthly payments plus 13.9% interest per
annum.
* Class 5 Barney Oil. The Allowed Secured Claim of Barney Oil
shall be paid through 60 consecutive monthly payments plus 5%
interest per annum.
* Class 6 Subordinated Unsecured Claims of Insiders. Class 6
Claims consist of Allowed Unsecured Claims held by a Creditor who
is an Insider. Holders of Allowed Class 6 Subordinated Unsecured
Claims of Insiders shall receive payment in full in Cash in the
allowed amount of the Claims in 12 consecutive equal monthly
payments, the first payment of which will be due on the first
business day of the first calendar quarter beginning not less than
sixty 60 months after the Effective Date. Payments to Holders of
Allowed Class 6 Subordinated Unsecured Claims of Insiders shall not
commence until Class 1, 3, 4, and 5 Claims have been paid in full.
Holders of Allowed Class 6 Interests shall retain their respective
Interests in the Reorganized Debtor.
A copy of the Amended Chapter 11 Plan is available for free at
https://bit.ly/3vNGM42 from PacerMonitor.com.
About Monarch Group
Monarch Group LLC is a "single asset real estate" as that term is
defined in 11 U.S.C. Sec. 101(51B). Monarch Group owns a real
property located at 2343 E. University Drive, McKinney, Texas. The
property is used by its affiliates Safari Towing and Collin County
VSF in their towing and impound businesses.
The Debtor is indebted to Donald Sadler and Ruby Sadler, who sold
the Property to Monarch back in 2011 under a promissory note in the
original principal amount of $225,000.
Monarch Group filed a Chapter 11 bankruptcy petition (Bankr. E.D.
Tex. Case No. 20-41708) on Aug. 3, 2020, estimating under $1
million in both assets and liabilities. The Debtor is represented
by HAYWARD & ASSOCIATES PLLC.
MY SIZE: Raises $460K From Additional Stock Offering
----------------------------------------------------
My Size, Inc. closed on the sale of an additional 392,780 shares of
the Company's common stock, $0.001 par value per share, in
connection with the full exercise of the underwriters'
overallotment option granted in the Company's March 2021 public
offering, previously disclosed on a Current Report on Form 8-K
dated March 25, 2021. These additional shares were sold to the
underwriters at a public offering price of $1.26 per share,
resulting in additional net proceeds to the Company, net of the
underwriting discount, of approximately $460,260.
About My Size
Headquartered in Airport City, Israel, My Size, Inc. --
www.mysizeid.com -- is a creator of mobile device measurement
solutions that has developed innovative solutions designed to
address shortcomings in multiple verticals, including the
e-commerce fashion/apparel, shipping/parcel and do it yourself, or
DIY, industries. Utilizing its sophisticated algorithms within its
proprietary technology, the Company can calculate and record
measurements in a variety of novel ways, and most importantly,
increase revenue for businesses across the globe.
My Size reported a net loss of $6.16 million for the year ended
Dec. 31, 2020, compared to a net loss of $5.50 million for the
year
ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $3.57
million in total assets, $1.49 million in total liabilities, and
$2.08 million in total shareholders' equity.
Tel Aviv, Israel-based Member Firm of KPMG International, the
Company's auditor since 2017, issued a "going concern"
qualification in its report dated March 29, 2021, citing that the
Company has incurred significant losses and negative cash flows
from operations and has an accumulated deficit that raises
substantial doubt about its ability to continue as a going concern.
NATIONAL RIFLE ASSOCIATION: Bankruptcy Case Dismissed by Judge
--------------------------------------------------------------
Following a 12-day trial, U.S. Bankruptcy Judge Harlin D. Hale
dismissed the National Rifle Association's Chapter 11 case Tuesday,
May 11, 2021, after finding the group filed its petition in bad
faith in order to gain advantage in litigation brought by New
York's attorney general.
"NRA filed this case seeking the protection of the Bankruptcy Code
to preserve itself as a going concern in the face of litigation
that, it argues, poses an existential threat. Debtors commonly
file bankruptcy when faced with a judgment that has, or will,
render them insolvent, but the threat against the NRA differs from
the classic scenario in that dissolution would not be a collateral
effect of litigation but rather the intended relief sought in a
state's regulatory action. And in this instance, dissolution could
only occur after judicial consideration of whether dissolution is
in the best interest of the public," Judge Hale said in his May 11,
2021 order dismissing the case.
"The question the Court is faced with is whether the existential
threat facing the NRA is the type of threat that the Bankruptcy
Code is meant to protect against. The Court believes it is not.
For the reasons stated herein, the Court finds there is cause to
dismiss this bankruptcy case as not having been filed in good faith
both because it was filed to gain an unfair litigation advantage
and because it was filed to avoid a state regulatory scheme. The
Court further finds the appointment of a trustee or examiner would,
at this time, not be in the best interests of creditors and the
estate."
Judge Hale noted that courts have consistently held that a
bankruptcy case filed for the purpose of obtaining an unfair
litigation advantage is not filed in good faith and should be
dismissed.
"[T]he Court believes the NRA’s purpose in filing bankruptcy is
less like a traditional bankruptcy case in which a debtor is faced
with financial difficulties or a judgment that it cannot satisfy
and more like cases in which courts have found bankruptcy was filed
to gain an unfair advantage in litigation or to avoid a regulatory
scheme. The purpose of this bankruptcy filing may not have been to
end the NYAG Enforcement Action immediately, but it was to deprive
the NYAG of the remedy of dissolution, which is a distinct
litigation advantage. This differs materially from the prescribed
parallel proceedings structure for regulatory actions where
regulators can obtain monetary judgments in one forum and then are
required to have any claims treated through a bankruptcy process in
that it is the NRA's goal to avoid dissolution and subvert the
remedy provided for under New York law entirely through this
Chapter 11 case. The Court does not know what specific
mechanism the NRA plans to use, but its intention is clearly to
"take dissolution off the table.""
About National Rifle Association of America
Founded in 1871 in New York, 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, the National Rifle Association of
America sought Chapter 11 protection (Bankr. N.D. Texas 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.
Judge Harlin Dewayne Hale oversees the cases.
The Debtors tapped Neligan LLP and Garman Turner Gordon LLP as
their bankruptcy counsel, and Brewer, Attorneys & Counselors as
their special counsel.
The U.S. Trustee for Region 6 appointed an official committee of
unsecured creditors on Feb. 4, 2021. Norton Rose Fulbright US, LLP
and AlixPartners, LLP serve as the committee's legal counsel and
financial advisor, respectively.
NATIONAL RIFLE ASSOCIATION: NYAG Touts Dismissal of Case
--------------------------------------------------------
New York Attorney General Letitia James announced May 11, 2021,
that she scored a major victory in her case against the National
Rifle Association (NRA) when a federal bankruptcy court in Texas
rejected the organization's claims of bankruptcy after the NRA
sought to reorganize in Texas, stating, "that the NRA did not file
the bankruptcy petition in good faith." Despite its attempts to
escape New York's jurisdiction, Attorney General James will now
continue to pursue her enforcement action against the NRA, in
addition to seeking a number of other forms of relief she requested
when initially filing her lawsuit last summer.
"Weeks of testimony have demonstrated that the NRA and Wayne
LaPierre simply filed chapter 11 bankruptcy to avoid
accountability," said Attorney General James. "This trial
underscored that the NRA's fraud and abuse continued long after we
filed our lawsuit. Without a doubt, the board was deceived when
bankruptcy language was hidden in Mr. LaPierre's contract earlier
this year. Today's order reaffirms that the NRA does not get to
dictate if and where it will answer for its actions. The rot runs
deep, which is why we will now refocus on and continue our case in
New York court. No one is above the law, not even one of the most
powerful lobbying organizations in the country."
Last August, Attorney General James sued the NRA and four of the
organization's current or former top executives for failing to
manage the NRA's funds; failing to follow numerous state and
federal laws, as well as the NRA's own bylaws and policies; and
contributing to the loss of more than $64 million in just three
years. The suit was filed against the NRA as a whole, as well as
Executive Vice-President Wayne LaPierre, former Treasurer and Chief
Financial Officer Wilson "Woody" Phillips, former Chief of Staff
and the Executive Director of General Operations Joshua Powell, and
Corporate Secretary and General Counsel John Frazer.
In January, in an effort to avoid accountability, the NRA filed for
chapter 11 bankruptcy even though the organization still claimed to
have healthy financial reserves. Over the course of the bankruptcy
trial, LaPierre and other senior leaders admitted that the
bankruptcy was simply a way of avoiding New York's enforcement
action, yet still stated that they believed that New York courts
and judges could be trusted to fairly and impartially oversee the
case.
In this week's decision, U.S. Bankruptcy Judge Harlin Hale of the
Northern District of Texas condemned the NRA's attempts to avoid
accountability, making clear that the organization's actions were
"not an appropriate use of bankruptcy."
Specifically, Judge Hale said, "The question the Court is faced
with is whether the existential threat facing the NRA is the type
of threat that the Bankruptcy Code is meant to protect against. The
Court believes it is not. For the reasons stated herein, the Court
finds there is cause to dismiss this bankruptcy case as not having
been filed in good faith both because it was filed to gain an
unfair litigation advantage and because it was filed to avoid a
state regulatory scheme. The Court further finds the appointment of
a trustee or examiner would, at this time, not be in the best
interests of creditors and the estate."
Judge Hale also went on to specifically lay blame for the
fraudulent bankruptcy at LaPierre's feet: "What concerns the Court
most though is the surreptitious manner in which Mr. LaPierre
obtained and exercised authority to file bankruptcy for the NRA.
Excluding so many people from the process of deciding to file for
bankruptcy, including the vast majority of the board of directors,
the chief financial officer, and the general counsel, is nothing
less than shocking."
The case against the NRA will proceed in the New York County State
Supreme Court, where Attorney General James will continue to fight
for the organization's dissolution; for removal of two of its top
leaders, LaPierre and Frazer; for full restitution of tens of
millions of dollars from LaPierre, Phillips, Powell, and Frazer;
for penalties; and for the four individuals to never be able to
serve on the board of a charity in New York state again.
Lead trial counsel for the Office of the Attorney General (OAG) in
this proceeding was Special Counsel for the Litigation Bureau
Monica Connell, along with Bureau Chief James Sheehan, Bureau
Co-Chiefs of the Enforcement Section Emily Stern and Yael Fuchs,
and Assistant Attorneys General William Wang, Sharon Sash, Jonathan
Conley, and Stephen Thompson -- all of the Charities Bureau; with
additional assistance from Legal Assistant Nyna Sargent and
Assistant Attorneys General Peggy Farber of the Charities Bureau
and Lucas McNamara of the Environmental Protection Bureau. The OAG
was also represented in the bankruptcy proceeding by co-counsel
Gerrit Pronske, Eric Van Horn, and Jason Kathman of Spencer Fane
LLP. The Charities Bureau is a part of the Division for Social
Justice, which is supervised by Chief Deputy Attorney General
Meghan Faux and First Deputy Attorney General Jennifer Levy.
About National Rifle Association
Founded in 1871 in New York, 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, the National Rifle Association of
America sought Chapter 11 protection (Bankr. N.D. Texas 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.
Judge Harlin Dewayne Hale oversees the cases.
The Debtors tapped Neligan LLP and Garman Turner Gordon LLP as
their bankruptcy counsel, and Brewer, Attorneys & Counselors as
their special counsel.
The U.S. Trustee for Region 6 appointed an official committee of
unsecured creditors on Feb. 4, 2021. Norton Rose Fulbright US, LLP
and AlixPartners, LLP serve as the committee's legal counsel and
financial advisor, respectively.
NINE POINT ENERGY: Claims Filing Deadline Set for May 27
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set May 27,
2021, at 4:00 p.m. (Eastern Time) as the deadline for each person
or entity to file proofs of claim against Nine Point Energy
Holdings Inc. and its debtor affiliates.
The Court also set Sept. 13, 2021, at 4:00 p.m. (Eastern Time) as
the deadline for governmental units to file their claims against
the Debtors.
Proofs of claim must be filed either (i) electronically through the
website of the Debtors' claim and noticing agent located at
https://cases.stretto.com/ninepointenergy or (ii) by delivering the
original proof of claim form by hand, or mailing the original proof
of claim form to:
Nine Point Energy Claims Processing
c/o Stretto
410 Exchange, Suite 100
Irvine, CA 92602
Further information regarding the filing of claims, contact:
Stretto
410 Exchange, Suite 100
Irvine, CA 92602
Tel: 855-464-9872 (Toll-Free)
949-336-3520 (International)
Email: TeamNinePoint@Stretto.com
About Nine Point Energy
Nine Point Energy Holdings, Inc. -- https://ninepointenergy.com --
is a private exploration and production company focused on value
creation through the safe, efficient development of oil and gas
assets within the Williston Basin.
Nine Point Energy Holdings, Inc. sought Chapter 11 protection
(Bankr. D. Del. Case No. 21-10570) as the Lead Case, on March 15,
2021. The three affiliates that concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code are:
Nine Point Energy, LLC (Bankr. D. Del. Case No. 21-10571), Foxtrot
Resources, LLC (Bankr. D. Del. Case No. 21-10572), and Leaf
Minerals, LLC (Bankr. D. Del. Case No. 21-10573). The cases are
assigned to Judge Mary F. Walrath.
The Debtors tapped as counsel the following: Michael R. Nestor,
Esq. Kara Hammond Coyle, Esq. Ashley E. Jacobs, Esq., and Jacob D.
Morton, Esq., at Young Conaway Stargatt & Taylor, LLP; Richard A.
Levy, Esq., Caroline A. Reckler, Esq., and Jonathan Gordon, Esq.,
at Latham & Watkins LLP; and George A. Davis, Esq., Nacif Taousse,
Esq., Alistair K. Fatheazam, Esq., and Jonathan J. Weichselbaum,
Esq., at Latham & Watkins LLP.
The Debtors retained AlixPartners LLP as their Financial Advisor,
Perella Weinberg Partners L.P. as their InvestmentBanker, and
Lyons, Benenson & Co., Inc. as their Compensation Consultant.
The Debtors estimated assets and liabilities (on a consolidated
basis) in the range $100 million to $500 million.
The petitions were signed by Dominic Spencer, authorized signatory.
NORTHERN OIL: Incurs $90.4 Million Net Loss in First Quarter
------------------------------------------------------------
Northern Oil and Gas, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $90.36 million on $21.40 million of total revenues for the three
months ended March 31, 2021, compared to net income of $368.29
million on $506.78 million of total revenues for the three months
ended March 31, 2020.
As of March 31, 2021, the Company had $873.24 million in total
assets, $1.05 billion in total liabilities, and a total
stockholders' deficit of $180.68 million.
As of March 31, 2021, the Company had outstanding debt consisting
of $263.0 million of borrowings under its Revolving Credit
Facility, $550.0 million aggregate principal amount of 2028 Notes,
and $15.7 million aggregate principal amount of Second Lien Notes.
The Company had total liquidity of $399.7 million as of March 31,
2021, consisting of $397.0 million of borrowing availability under
the Revolving Credit Facility and $2.7 million of cash on hand.
At March 31, 2021, the Company had a working capital deficit of
$53.5 million, compared to $56.8 million at Dec. 31, 2020. Current
assets decreased by $23.2 million and current liabilities decreased
by $26.5 million at March 31, 2021, compared to Dec. 31, 2020. The
decrease in current assets is primarily due to a decrease in its
derivative instruments of $49.3 million due to the change in fair
value as a result of the commodity price environment, which was
partially offset by a $23.8 million increase in its accounts
receivable due to higher commodity prices. The change in current
liabilities is due to a decrease in the current portion of the
Company's long-term debt of $65.0 million related to its Unsecured
VEN Bakken Note, partially offset by a $9.0 million increase in its
accounts payable and accrued liabilities due in part to increased
completion activity levels on its properties and a $32.0 million
increase in its derivative instruments due to the change in fair
value as a result of the commodity price environment.
Net cash provided by operating activities for the three months
ended March 31, 2021 was $62.8 million, compared to $100.7 million
in the same period of the prior year. This decrease was due to
lower production volumes and changes in working capital which was
partially offset by higher realized prices (including the effect of
settled derivatives) and lower interest costs. Net cash provided
by operating activities is affected by working capital changes or
the timing of cash receipts and disbursements. Changes in working
capital and other items in the three months ended March 31, 2021
was a decrease of $20.8 million compared to an increase of $7.1
million in the same period of the prior year.
Cash flows used in investing activities during the three months
ended March 31, 2021 and 2020 were $52.7 million and $104.5
million, respectively. The decrease in cash used in investing
activities for the first three months of 2021 as compared to the
same period of 2020 was attributable to a $69.4 million decrease in
its development and acquisition spending. Additionally, the amount
of capital expenditures included in accounts payable (and thus not
included in cash flows from investing activities) was $91.1 million
and $143.2 million at March 31, 2021 and 2020, respectively.
Net cash used for financing activities was $8.8 million during the
three months ended March 31, 2021, compared to net cash used for
financing activities of $3.7 million during the three months ended
March 31, 2020. For the three months ended March 31, 2021, cash
used for financing activities was primarily related to $280.2
million in repurchases of Second Lien Notes, retirement of our
Unsecured VEN Bakken Note of $130.0 million and $269.0 million of
net repayments under its Revolving Credit Facility, which was
partially offset by $538.4 million of net proceeds from its
offering of 2028 Notes and $132.9 million of net proceeds from its
offering of common stock. For the three months ended March 31,
2020, cash used for financing activities was primarily related to
$13.3 million in repurchases of Second Lien Notes, which was
partially offset by $10.0 million of net borrowings under its
Revolving Credit Facility.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1104485/000110448521000067/nog-20210331.htm
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 reported a net loss of $906.04 million for the year
ended Dec. 31, 2020, compared to a net loss of $76.32 million for
the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had
$872.09 million in total assets, $1.09 billion in total
liabilities, and a total stockholders' deficit of $223.30 million.
NSITE VENTURES: Court Approves Disclosure Statement
---------------------------------------------------
Judge August B. Landis approved the Disclosure Statement explaining
the Chapter 11 Plan of [N]Site Ventures, LLC as containing adequate
information pursuant to Section 1125 of the Bankruptcy Code. Plan
No. 2 is the "live plan" to seek confirmation with Plan No. 1 being
moot.
A copy of the Order is available for free at https://bit.ly/33xgVBq
from PacerMonitor.com.
The Debtor has a Plan that proposes to pay 100% to creditors of
allowed, non-disputed, liquidated, and non-contingent debt. Debt
at issue is approximately $570,000 of unsecured debt.
A copy of the Disclosure Statement dated March 15, 2021, is
available at https://bit.ly/2OKYlBL from PacerMonitor.com.
About [N]Site Ventures
[N]Site Ventures, LLC., operates a Woodcraft store, which sells
woodworking tools and supplies to the public. Its business
location is 3860 East MainStreet in Ventura, California
[N]Site Ventures, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Nev. Case No. 20-12931) on June 18, 2020, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Corey B. Beck, Esq.
OPTION CARE: Incurs $2.9 Million Net Loss in First Quarter
----------------------------------------------------------
Option Care Health, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $2.86 million on $759.24 million of net revenue for the three
months ended March 31, 2021, compared to a net loss of $19.91
million on $705.44 million of net revenue for the three months
ended March 31, 2020.
As of March 31, 2021, the Company had $2.64 billion in total
assets, $1.62 billion in total liabilities, and $1.02 billion in
total stockholders' equity.
John C. Rademacher, chief executive officer, commented, "The Option
Care Health team delivered solid financial results in the first
quarter while continuing to lay the foundation for sustained
growth. We continue to make progress in integration efforts and
invest in technology and clinical capabilities to further solidify
our industry leading position."
"For the three months ended March 31, 2021 and the twelve months
ended Dec. 31, 2020, the Company's primary sources of liquidity
were cash on hand of $109.4 million and $99.3 million,
respectively, as well as the $165.4 million of borrowings available
under its credit facilities. During the three months ended March
31, 2021 and the year ended Dec. 31, 2020, the Company's positive
cash flows from operations enabled investments in pharmacy and
information technology infrastructure to support growth and create
additional capacity in the future, as well as pursue
acquisitions."
"The Company's primary uses of cash include supporting our ongoing
business activities and investing in various acquisitions and its
infrastructure to support additional business volumes. Ongoing
operating cash outflows are primarily associated with procuring and
dispensing prescription drugs, personnel and other costs associated
with servicing patients, as well as paying cash interest on the
outstanding debt. Ongoing investing cash flows are primarily
associated with capital projects related to business acquisitions,
the improvement and maintenance of our pharmacy facilities and
investment in our information technology systems. Ongoing
financing cash flows are primarily associated with the quarterly
principal payments on our outstanding debt."
"Our business strategy includes the selective acquisition of
additional infusion pharmacies and other related healthcare
businesses. We continue to evaluate acquisition opportunities and
view acquisitions as a key part of our growth strategy. The
Company historically has funded its acquisitions with cash with the
exception of the Merger. The Company may require additional
capital in excess of current availability in order to complete
future acquisitions. It is impossible to predict the amount of
capital that may be required for acquisitions, and there is no
assurance that sufficient financing for these activities will be
available on acceptable terms."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1014739/000101473921000021/bios-20210331.htm
About Option Care Health
Option Care Health, together with its wholly-owned subsidiaries,
provides infusion therapy and other ancillary health care services
through a national network of 145 locations around the United
States. The Company contracts with managed care organizations,
third-party payers, hospitals, physicians, and other referral
sources to provide pharmaceuticals and complex compounded solutions
to patients for intravenous delivery in the patients' homes or
other nonhospital settings. Its services are provided in
coordination with, and under the direction of, the patient's
physician. Its multidisciplinary team of clinicians, including
pharmacists, nurses, dietitians and respiratory therapists, work
with the physician to develop a plan of care suited to each
patient's specific needs.
Option Care reported a net loss of $8.07 million for the year ended
Dec. 31, 2020, compared to a net loss of $75.92 million for the
year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had
$2.64 billion in total assets, $1.63 billion in total liabilities,
and $1.01 billion in total stockholders' equity.
PAPER SOURCE: Elliott to Buy Business for At Least $91.5 MIllion
----------------------------------------------------------------
Jeremy Hill of Bloomberg News reports that Elliott Investment
Management LP will buy stationery retailer Paper Source Inc. out of
bankruptcy for at least $91.5 million, topping an offer from an
affiliate of Apollo Global Management Inc.
The new bid from billionaire Paul Singer's investment firm beat a
previous one from MidCap Financial, a Paper Source lender that's
backed by Apollo, according to a statement and court
documents.Elliott will pay $40 million in cash and include about
$51.6 million of new first-lien term loans from MidCap to Elliott.
About Paper Source and Pine Holdings
Paper Source, Inc., operates as lifestyle brand and retailer of
premium paper products, crafting supplies and related gifts,
including custom invitations, greeting cards and personalized
stationery and stamps. It sells fine and artisanal papers, wedding
paper goods, books and gift wrap through its 158 domestic stores
and e-commerce website. Its administrative headquarter is in
Chicago.
Paper Source and Pine Holdings, Inc., sought Chapter 11 protection
(Bankr. E.D. Va. Case No. 21-30660) on March 2, 2021. At the time
of the filing, Paper Source disclosed assets of between $100
million and $500 million and liabilities of the same range.
Meanwhile, Pine Holdings disclosed assets of up to $50,000 and
liabilities of between $100 million and $500 million.
The Hon. Keith L. Phillips is the case judge.
The Debtors tapped Willkie Farr & Gallagher LLP and Whiteford
Taylor & Preston LLP as bankruptcy counsel, M-III Advisory LP as
restructuring advisor, SSG Capital Advisors LLC as investment
banker, and A&G Real Estate Partners as real estate advisor. Epiq
Corporate Restructuring, LLC is the claims agent.
The U.S. Trustee for Region 4 appointed a committee to represent
unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Hahn & Hessen LLP as bankruptcy counsel,
Hirschler
Fleischer, PC as Virginia local counsel, and Province, LLC as
financial advisor.
POLAR US BORROWER: Moody's Rates New $300M Unsecured Notes 'Caa2'
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Polar US
Borrower, LLC's (dba "SI Group, Inc.") proposed $300 million senior
unsecured notes due 2026. Moody's also affirmed the B3 Corporate
Family Rating, B3-PD Probability of Default Rating and B3 rating on
the first lien senior secured term loan and revolving credit
facility. The outlook is stable.
"The proposed senior notes issuance increases absolute debt on the
balance sheet, but redeeming the preferred equity alleviates a
substantial dividend burden," said Domenick R. Fumai, Moody's Vice
President and lead analyst for Polar US Borrower, LLC.
Assignments:
Issuer: Polar US Borrower, LLC
Senior Unsecured Regular Bond/Debenture, Assigned Caa2 (LGD6)
Affirmations:
Issuer: Polar US Borrower, LLC
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Gtd. Senior Secured 1st Lien Revolving Credit Facility, Affirmed
B3 (LGD3)
Gtd. Senior Secured 1st Lien Term Loan, Affirmed B3 (LGD3)
Outlook Actions:
Issuer: Polar US Borrower, LLC
Outlook, Remains Stable
RATINGS RATIONALE
The affirmation reflects Moody's view that the company's credit
profile will remain unchanged following the revised capital
structure. The proposed additional $300 million senior unsecured
notes issuance, in conjunction with deploying $100 million of cash
from the balance sheet, will be used to redeem the outstanding $200
million preferred equity and accrued and undeclared dividends of
approximately $100 million as well as repay $100 million of the
first lien term loan. While the company's plan to redeem the
preferred equity eliminates a substantial dividend payment, thus
improving future free cash flow, Moody's views the additional debt
as credit negative as it will further pressure the balance sheet.
SI Group's B3 rating is constrained by continued elevated leverage
with Moody's adjusted Debt/EBITDA of 7.8x as of December 31, 2020.
While SI Group was able to generate positive free cash flow of
roughly $114 million in FY 2020 through cost-cutting, improved
working capital management and lower capital expenditures, the
impacts of the pandemic and a challenging macroeconomic environment
have resulted in weaker-than-expected credit metrics.
Moody's anticipates recovery in a number of the company's end
markets, including rubber and adhesives, industrial resins and fuel
and lubricants while the company's pharmaceutical and food
packaging products, which benefitted from the pandemic, should
return to more normalized profitability. Moody's projects
Debt/EBITDA, including standard adjustments, will only moderately
improve towards mid-7x in FY 2022. The rating also considers SI
Group's exposure to several cyclical end markets including
automotive and tire, fuel and lubricants and oilfield solutions,
which increases revenue and EBITDA volatility as was demonstrated
by the company's operating performance in FY 2020. Furthermore,
several of the company's key raw materials, including phenol and
isobutylene, are unpredictable and subject to significant price
swings which despite protection from long-term contracts, could
pressure profitability.
The B3 rating reflects SI Group's broad product portfolio. SI
Group's business profile is characterized by good scale compared to
many similarly-rated issuers, well-balanced geographic diversity
and solid market positions serving a varied number of end markets.
The credit profile also considers the company's improved cost
structure following the merger of Addivant and Schenectady
International Group in 2018 as it has successfully attained over
$100 million in synergies, ahead of the $77 million initial
estimate. SI Group has also streamlined working capital and adopted
a more disciplined capex approach which should support continued
sound free cash flow generation. The rating is further supported by
SI Group's liquidity of approximately $290 million.
The stable outlook reflects Moody's expectations that SI Group's
end markets such as rubber and adhesives, fuel and lubricants, and
industrial resins will benefit from stronger demand in 2021 as the
economic recovery gains further momentum. The outlook also factors
that the company will maintain sufficient liquidity of at least
$200 million over the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's would likely consider a downgrade if leverage is
consistently maintained above 7.5x and free cash flow is negative
for a sustained period, if there is a significant deterioration in
liquidity or a large debt-financed acquisition or dividend to the
sponsor. Moody's would consider an upgrade if financial leverage,
including Moody's standard adjustments, is below 6.0x for an
extended period, revenue and free cash flow growth remain positive
and the private equity sponsor demonstrates a commitment to more
conservative financial policies.
ESG CONSIDERATIONS
Moody's also evaluates environmental, social and governance factors
in the rating consideration. As a specialty chemicals company,
environmental risks are categorized as moderate. SI Group does not
currently have any substantial litigation or remediation related to
environmental issues; however it has accruals related to
environmental liabilities of about $62 million, which Moody's views
as manageable given the size of the company and long tail risk
nature of the liabilities. However, regulatory changes or
substantial revisions to estimates could lead to sizable increases
in the future. Governance risks are elevated due to private equity
ownership by SK Capital Partners, which includes a board of
directors with majority representation by members affiliated with
the sponsor and reduced financial disclosure requirements as a
private company. SI Group also has high financial leverage compared
to most public companies.
Moody's expects SI Group to have good liquidity over the next 12
months with available cash on the balance sheet of approximately
$46 million after the $100 million first lien term loan debt
repayment and $241 million of availability under its $250 million
revolving credit facility.
Debt capital is currently comprised of a rated $250 million first
lien senior secured revolving credit facility due October 2023,
$1.475 billion first lien senior secured term loan due 2025, of
which approximately $1.45 billion is outstanding as of December 31,
2020. Pro forma for the transaction, after the repayment of $100
million of the first lien term loan, SI Group will have $1.35
billion outstanding. The B3 rating on the first lien term loan and
revolving credit facility, the same as the CFR, reflects their
still sizable amount in the capital structure with only moderate
loss absorption following the issuance of the senior unsecured
notes. The first lien term loan does not contain financial
maintenance covenants while the revolving credit facility is
subject to a springing total net leverage ratio test if usage
exceeds 35% at the end of the quarter. Moody's does not expect the
company to test the covenant over the next 12 months and believes
that if it was triggered, SI Group would be in compliance. The Caa2
rating assigned to the proposed senior unsecured notes reflects
their subordinated position and relatively low recovery prospects
given the amount of secured debt in the capital structure.
The principal methodology used in these ratings was Chemical
Industry published in March 2019.
Polar US Borrower, LLC is the pass-through entity of ultimate
parent, SK Blue Holdings, LP, an affiliate of private investment
firm, SK Capital Partners. SI Group manufactures performance
additives for use in polymer, rubber, lubricants, fuels, adhesives
applications, surfactants in addition to some specialty chemicals.
The company serves a broad array of industries including
pharmaceuticals, plastics, automotive, and oil and gas. SI Group
generated revenue of approximately $1.54 billion for the fiscal
year-ended December 31, 2020.
PREFERRED EQUIPMENT: Wins Cash Collateral Access Thru May 28
------------------------------------------------------------
Preferred Equipment Resource, LLC sought and obtained authority
from the U.S. Bankruptcy Court for the District of Rhode Island to,
among other things, use cash collateral on an interim basis and
provide adequate protection through May 28, 2021.
The Debtor is authorized to use the cash collateral solely and
exclusively for the ordinary and necessary operations set forth in
the amended budget.
The Debtor is indebted to TD Bank, N.A. pursuant an Evergreen
Revolving Line of Credit. TD holds a security interest in the
Debtor's cash collateral which appears to be in a first position
priority based upon UCC-1 financing statement that was renewed on
February 7, 2018, with the Rhode Island Secretary of State. TD's
security interest is in the cash collateral generated from any and
all personal property related to accounts, equipment, inventory,
and general intangibles pursuant to said UCC-1 financing statement.
The balance due under the LOC as of May 6, 2021, is $308,000.
Subject to the provisions of 11 U.S.C. Sec. 506(a), TD is entitled
to adequate protection of a postpetition rollover replacement lien
against the same collateral to the same extent, priority, and
validity of its pre-petition lien in an amount equal to the
diminution in value of the prepetition collateral.
As adequate protection for the Debtor's use of cash collateral, TD
is granted post-petition liens and security interests on all of the
same types of the Debtor's business assets of the estate, whether
acquired prior to, concurrently with or after the filing of the
petition commencing the Debtor's Chapter 11 case, against which TD
held a security interest and/or liens as of the Petition Date. TD's
Replacement Liens granted under the Order will maintain the same
priority, validity and enforceability as its respective
pre-petition security interest/liens and will be valid and
perfected without the need for the execution or filing of any
further document or instrument otherwise required to be executed or
filed under applicable non-bankruptcy law.
These events constitute Events of Default:
a. An application will be filed by the Debtor for approval to
incur debt to third parties, other than unsecured credit in the
ordinary course of business, and an order shall be entered
authorizing such application;
b. Failure to perform the Adequate Protection Obligations;
and
c. The material or significant loss, theft, damage, or
destruction of any Prepetition Collateral unless fully covered by
insurance.
TD may waive in writing any Event of Default.
The Court has scheduled the Final Hearing for May 26, 2021 at 10:
a.m.
A copy of the order and the Debtor's six-week budget through May 29
is available for free at https://bit.ly/2RHe8mt from
PacerMonitor.com. For the week ended May 29, the Debtor projects
total income of $36,500 and total disbursements of $29,508.
About Preferred Equipment Resource
Preferred Equipment Resource, LLC filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. R.I. Case
No. 21-10308) on April 16, 2021, listing $100,001 to $500,000 in
assets and $500,001 to $1 million in liabilities.
Judge Diane Finkle oversees the case.
Peter M. Iascone & Associates, Ltd. serves as the Debtor's legal
counsel.
TD Bank, as Lender, is represented by:
Christopher J. Fragomeni, Esq
SAVAGE LAW PARTNERS
24 Corliss Street,
Providence, RI 02940
E-mail: chris@savagelawpartners.com
PRODUCERS INC: FD Parties Say Plan Violates Settlement
------------------------------------------------------
Gregory Faia, Vernon Decossas, DNC Holdings, Inc., Domain Apps,
LLC, Faia and Associates, LLC, Faia Development Group, LLC, and ADS
Squared, LLC ("FD Parties") object to the Disclosure Statement and
Chapter 11 Plan of Reorganization of Debtor The Producers, Inc.
The FD Parties file this Objection to ensure that the rights
provided for by the settlement between the former Chapter 7
Trustee, Larry Hyman, the FD Parties, Sigmund Solares and Michael
Gardner are not altered by Debtor's Disclosure Statement and Plan.
On February 11, 2021 the FD Parties, Solares, Gardner and the
Former Ch. 7 Trustee filed their Motion to Approve Compromise
seeking approval of a settlement that would resolve the hotly
contested litigation between them (the "Settlement").
The FD Parties object to the extent the Plan and Disclosure
Statement attempt to bind the FD Parties to the Debtors view of
historical facts, some of which violate the Settlement, and fail to
assume or otherwise explicitly provide for the Debtor's ongoing
obligations pursuant to the Settlement and the transactions this
Court specifically authorized, postconversion, to help advance the
Settlement, while the FD Parties do not seek to have any long-term
relationship with the Debtor and therefore do not object to the
general strategy the Debtor intends to pursue to restructure its
obligations.
Any Order confirming the Plan should explicitly find that factual
characterizations contained in the Plan and Disclosure Statement
are not binding upon the FD Parties. It was originally contemplated
that the FD Parties would not be a party in interest in this
Bankruptcy Case at all following effectuation of the Settlement.
Finally, the FD Entities do not object to confirmation of the Plan,
so long as any confirmation Order is consistent with and does not
vary from the Settlement. In seeking to establish facts precluded
by the Settlement and failing to either explicitly assume or
acknowledge the Debtor's continuing obligations under, the ATA and
TSA, the Plan violates the Settlement. Therefore, the FD Parties
object to the Plan and Disclosure Statement, unless and until the
Debtor clarifies these issues.
A full-text copy of FD Entities' objection dated May 6, 2021, is
available at https://bit.ly/2R2XL3H from PacerMonitor.com at no
charge.
Attorneys for Creditor DNC Holdings, Inc., Domain Apps, LLC, Ads
Squared, LLC and Vernon Decossas:
Scott A. Underwood (FBN 0730041)
100 North Tampa Street, Suite 2325
Tampa, FL 33602
Tel: (813) 540-8402 / Cell: (813) 992-8148
Fax: (813) 553-5345
Email: sunderwood@underwoodmurray.com
Attorneys for Faia Development Group, LLC; Faia & Associates, LLC;
and Gregory G. Faia:
CARLTON FIELDS, P.A.
Donald R. Kirk (FBN 0105767)
Kevin P. McCoy (FBN 36225)
P.O. Box 3239
Tampa, FL 33601-3239
Tel: (813) 223-7000
Fax: (813) 229-4133
E-mail: dkirk@carltonfields.com
E-mail: kmccoy@carltonfields.com
About The Producers Inc.
The Producers, Inc., is a Florida corporation. The Debtor's
shareholders are Sigmund Solares and Michael Gardner. Its Chief
Executive Officers is Mr. Solares. The Debtor's three primary
lines of business include domain name registrar; domain name
ownership; and domain name monetization through advertising,
arbitrage, sales, and leasing.
On Feb. 21, 2017, following his discovery of certain events and
actions described in great detail in litigation filed both in this
Court and the state court in Louisiana, Mr. Solares filed a lawsuit
in state court in Louisiana, styled Sigmund Solares v. Gregory
Faia, Michael Gardner, Vernon Decossas, DNC Holdings, Inc., Domain
Apps, LLC, Faia and Associates, LLC, and Faia Development Group,
LLC (the "Fraudulent Transfer Case").
Two years later, in May 2019, DNC Holdings and Domain Apps filed a
third-party complaint against TPI, Snow Turtles LTD, Directnic LTD,
and Parked.com LTD. The claims and factual allegations contended
DNC Holdings and Domain Apps were defrauded into purchasing TPI's
assets based on the actions of their own owners, Mr. Faia and Mr.
Decossas, and requested rescission of the transaction.
The claims asserted in the third-party complaint were also pursued
when, on September 12, 2019, DNC Holdings filed the Chapter
Involuntary Petition against TPI (Bankr. M.D. Fla. Case No.
19-08638). Larry Hyman was appointed as Chapter 7 trustee.
Following 13 months of hard-fought litigation in Bankruptcy Court,
the parties reached a conceptual settlement which was eventually
memorialized in the Settlement, resolving all outstanding disputes
between the parties to the Fraudulent Transfer Case and the related
litigation pending in Bankruptcy Court.
At the behest of the parties, the involuntary case was converted to
a Chapter 11 case on March 1, 2021.
The Debtor's counsel:
SHUMAKER, LOOP & KENDRICK, LLP
Steven M. Berman
Seth P. Traub
101 East Kennedy Blvd., Suite 2800
Tampa, Florida 33602
Tel: (813) 229-7600
Fax: (813) 229-1660
PURDUE PHARMA: Peter W. Jackson Says Plan Facially Unconfirmable
----------------------------------------------------------------
Peter W. Jackson, a creditor and party-in-interest, objects to the
motion of Purdue Pharma L.P. and Its Affiliated Debtors to approve
the adequacy of information in the Disclosure Statement.
The Disclosure Statement cannot be approved, and the Disclosure
Statement Motion must be denied, because the First Amended Joint
Chapter 11 Plan of Reorganization for Purdue Pharma L.P. and its
Affiliated Debtors, described in the Disclosure Statement, is
unconfirmable on its face. A disclosure statement describing a
facially unconfirmable plan cannot be approved.
The Plan described in the Disclosure Statement is facially
unconfirmable for two reasons. First, by failing to value claims
that personal injury and wrongful death tort claimants have
asserted or could assert directly against the Debtors' shareholders
and related entities, the Plan would violate the "best interest of
creditors" test of section 1129(a)(7). Second, the Plan would
effectively force all personal injury and wrongful death claimants
into a kind of mandatory arbitration, which exceeds the powers
vested in Bankruptcy Courts.
Mr. Jackson references and joins the objections of the Office of
the United States Trustee, the Ad Hoc Group of Non Consenting
States, and the Ad Hoc Committee on Accountability.
Counsel to Peter W. Jackson:
Jonathan C. Lipson
Temple University-Beasley School of Law
1719 N. Broad St.
Philadelphia, PA 19122
About Purdue Pharma LP
Purdue Pharma L.P. and its subsidiaries --
http://www.purduepharma.com/-- develop and provide prescription
medicines and consumer products that meet the evolving needs of
healthcare professionals, patients, consumers and caregivers.
Purdue's subsidiaries include Adlon Therapeutics L.P., focused on
treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and
related disorders; Avrio Health L.P., a consumer health products
company that champions an improved quality of life for people in
the United States through the reimagining of innovative product
solutions; Imbrium Therapeutics L.P., established to further
advance the emerging portfolio and develop the pipeline in the
areas of CNS, non-opioid pain medicines, and select oncology
through internal research, strategic collaborations and
partnerships; and Greenfield Bioventures L.P., an investment
vehicle focused on value-inflection in early stages of clinical
development.
Opioid makers in the U.S. are facing pressure from a crackdown on
the addictive drug in the wake of the opioid crisis and as state
attorneys general file lawsuits against manufacturers. More than
2,000 states, counties, municipalities and Native American
governments have sued Purdue Pharma and other pharmaceutical
companies for their role in the opioid crisis in the U.S., which
has contributed to the more than 700,000 drug overdose deaths in
the U.S. since 1999.
OxyContin, Purdue Pharma's most prominent pain medication, has been
the target of over 2,600 civil actions pending in various state and
federal courts and other fora across the United States and its
territories.
On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19
23649), after reaching terms of a preliminary agreement for
settling the massive opioid litigation facing the Company.
The Company's consolidated balance sheet at Aug. 31, 2019, showed
$1.972 billion in assets and $562 million in liabilities.
U.S. Bankruptcy Judge Robert Drain, in White Plains, New York, has
been assigned to oversee Purdue's Chapter 11 case.
Davis Polk & Wardwell LLP and Dechert LLP are serving as legal
counsel to Purdue. PJT Partners is serving as investment banker,
and AlixPartners is serving as financial advisor. Prime Clerk LLC
is the claims agent.
PURDUE PHARMA: Unsecureds Get Pro-rata Share Under 2nd Amended Plan
-------------------------------------------------------------------
Purdue Pharma L.P. and its debtor-subsidiaries filed with the
Bankruptcy Court on May 7, 2021 a Second Amended Joint Chapter 11
Plan of Reorganization.
On or before the Effective Date or as soon as reasonably
practicable thereafter, the Debtors may take all actions consistent
with the Plan as may be necessary to effect the Restructuring
Transactions, including the execution and delivery of all
appropriate agreements or other documents of merger, consolidation,
sale, restructuring, conversion, disposition, transfer, dissolution
or liquidation containing terms that are consistent with the Plan.
On the Effective Date, the Private Creditor Trusts shall receive
their respective Initial Private Creditor Trust Distributions and
their respective Master Distribution Trust (MDT) Claims. The MDT
Claims shall entitle the Private Creditor Trusts to the payments
and other benefits. The MDT shall make payments of the MDT Claims
on each MDT Distribution Date in the amount then due and owing to
each Private Creditor Trust.
A. The MDT Hospital Claim shall be payable in the following
installments:
* $35 million on July 30, 2022,
* $45 million on July 30, 2023,
* $45 million on July 30, 2024,
* $50 million on July 30, 2025, and
* $50 million on July 30, 2026.
B. The MDT TPP Claim shall be payable as follows:
* $121 million on July 30, 2022,
* $121 million on July 30, 2023 and
* $122 million on July 30, 2024.
C. The MDT NAS Monitoring Claims shall be payable in the following
installments:
* $24 million on July 30, 2022 and $35 million on July 30,
2023.
D. The MDT PI Claim shall be payable as follows:
* $200 million on July 30, 2024,
* $100 million on July 30, 2025, and
* $100 million on July 30, 2026.
In addition, in the event the aggregate MDT Bermuda-Form Insurance
Proceeds exceed $400 million, the PI Trust shall be entitled to an
incremental payment in the amount of the lesser of (x) the
aggregate amount of the MDT Bermuda-Form Insurance Proceeds in
excess of $400 million and (y) $50 million, payable within 30 days
of receipt of any such MDT Bermuda-Form Insurance Proceeds,
pursuant to the Plan.
NewCo shall guarantee the obligations of the Master Disbursement
Trust to make payments to the Private Creditor Trusts on account of
the MDT Claims, and NewCo and TopCo shall make payments to the
Master Disbursement Trust pursuant to the NewCo Credit Support
Agreement.
Only Holders of Claims in Classes 3, 4, 5, 6, 7, 8, 9, 10 and 11(c)
are entitled to vote to accept or reject the Plan, as follows:
* Class 3 Federal Government Unsecured Claims,
* Class 4 Non-Federal Domestic Governmental Claims,
* Class 5 Tribe Claims,
* Class 6 Hospital Claims,
* Class 7 Third-Party Payor Claims,
* Class 8 Ratepayer Claims,
* Class 9 NAS Monitoring Claims,
* Class 10 PI Claim, and
* Class 11(c) Other General Unsecured Claims.
Class 11 (c) Other General Unsecured Claims are disputed. Each
Holder of an Allowed Other General Unsecured Claim shall receive,
after the Effective Date upon the Allowance of such Claim, the
Holder's Pro Rata Share of the Other General Unsecured Claim Cash
up to payment in full of said Allowed Claim, unless the Debtor and
the holder of Class 11 (c) claim agree to a different treatment of
the claim.
If any Class of Claims is deemed to reject the Plan or is entitled
to vote on the Plan and does not vote to accept the Plan, the
Debtors may (a) seek confirmation of the Plan under Section 1129(b)
of the Bankruptcy Code and/or (b) amend or modify the Plan in
accordance with the Bankruptcy Code.
A copy of the Amended Plan is available for free at
https://bit.ly/3tzftc7 from Prime Clerk, claims agent.
About Purdue Pharma LP
Purdue Pharma L.P. and its subsidiaries --
http://www.purduepharma.com/-- develop and provide prescription
medicines and consumer products that meet the evolving needs of
healthcare professionals, patients, consumers and caregivers.
Purdue's subsidiaries include Adlon Therapeutics L.P., focused on
treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and
related disorders; Avrio Health L.P., a consumer health products
company that champions an improved quality of life for people in
the United States through the reimagining of innovative product
solutions; Imbrium Therapeutics L.P., established to further
advance the emerging portfolio and develop the pipeline in the
areas of CNS, non-opioid pain medicines, and select oncology
through internal research, strategic collaborations and
partnerships; and Greenfield Bioventures L.P., an investment
vehicle focused on value-inflection in early stages of clinical
development.
Opioid makers in the U.S. are facing pressure from a crackdown on
the addictive drug in the wake of the opioid crisis and as state
attorneys general file lawsuits against manufacturers. More than
2,000 states, counties, municipalities and Native American
governments have sued Purdue Pharma and other pharmaceutical
companies for their role in the opioid crisis in the U.S., which
has contributed to the more than 700,000 drug overdose deaths in
the U.S. since 1999.
OxyContin, Purdue Pharma's most prominent pain medication, has been
the target of over 2,600 civil actions pending in various state and
federal courts and other fora across the United States and its
territories.
On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-23649), after reaching terms of a preliminary agreement for
settling the massive opioid litigation facing the Company.
The Company's consolidated balance sheet at Aug. 31, 2019, showed
$1.972 billion in assets and $562 million in liabilities.
U.S. Bankruptcy Judge Robert Drain, in White Plains, New York, has
been assigned to oversee Purdue's Chapter 11 case.
Davis Polk & Wardwell LLP and Dechert LLP are serving as legal
counsel to Purdue. PJT Partners is serving as investment banker,
and AlixPartners is serving as financial advisor. Prime Clerk LLC
is the claims agent.
RAYNOR SHINE SERVICES: U.S. Trustee Says Discl. Statement Deficient
-------------------------------------------------------------------
Nancy J. Gargula, the United States Trustee for Region 21, objects
to final approval of the Joint Disclosure Statement and
confirmation of the Second Amended Plan of Reorganization of Raynor
Shine Services, LLC and Raynor Apopka Land Management, LLC.
According to the U.S. Trustee, the Disclosure Statement fails to
provide adequate information necessary for parties to make a
meaningful decision on whether to accept or reject the Plan
specifically because it refers to certain documents that were
lacking in the Disclosure Statement, as for instance the Financial
Projections (referred to as Exhibit A), summary of the Debtor's
monthly operating reports during the pendency of the Chapter 11
cases, and projection of income and expenses for the
post-confirmation period.
A copy of the objection is available for free at
https://bit.ly/3f6Ghev from PacerMonitor.com.
The U.S. Trustee is represented by:
Audrey M. Aleskovsky, Trial Attorney
United States Department of Justice
Office of the United States Trustee
400 W. Washington Street, Suite 1100
Orlando, FL 32801
Telephone: (407) 648-6301, Ext. 130
Facsimile: (407) 648-6323
E-mail: audrey.m.aleskovsky@usdoj.gov
About Raynor Shine Services
Raynor Shine Services, LLC, is an environmental recycling company
based in Apopka, Florida. It offers mulch installation, grapple
truck services, recycle yard disposal, land clearing, grinding
services, storm recovery services.
Raynor Shine Services, LLC, and Raynor Apopka Land Management, LLC,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
M.D. Fla. Lead Case No. 20-00577) on Jan. 30, 2020. The petitions
were signed by Henry E. Moorhead, CRO. At the time of filing,
Raynor Shine Services was estimated to have $10 million to $50
million in both assets and liabilities and Raynor Apopka Land
Management was estimated to have $1 million to $10 million in both
assets and liabilities.
Frank M. Wolff, Esq., at Latham Luna Eden & Beaudine LLP, serves as
the Debtors' counsel. Moss, Krusick & Associates, LLC, has been
tapped as accountant.
ROLLING HILLS: Seeks to Hire Realty Exchange as Broker
------------------------------------------------------
Rolling Hills Apartments, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Missouri to hire
Realty Exchange, Inc. as its real estate broker.
The Debtor requires a real estate broker to market and sell a
128-unit apartment complex in Jennings, Mo.
Realty Exchange will receive a 5 percent commission.
As disclosed in court filings, Realty Exchange is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Edward Greenberg
Realty Exchange, Inc.
2203 S Big Bend Ste 100
Saint Louis, MO 63117
Phone: (314) 503-7772
Rolling Hills Apartments
Rolling Hills Apartments, LLC, a single asset real estate debtor
(as defined in 11 U.S.C. Section 101(51B)), sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mo. Case No.
21-41314) on April 9, 2021. In the petition signed by Robert Keith
Bennett, manager, the Debtor disclosed $3,486,865 in assets and
$3,752,509 in liabilities. Judge Kathy A. Surratt-States oversees
the case.
Carmody MacDonald PC and Floodman Law, LLC serve as the Debtor's
bankruptcy counsel and special counsel, respectively.
Seth A. Albin is the Subchapter V trustee appointed in the Debtor's
Chapter 11 case.
ROMANS HOUSE: PCO Susan Goodman Submits First Report
----------------------------------------------------
Susan N. Goodman, Patient Care Ombudsman for Romans House, LLC and
its affiliated Debtor Healthcore System Management, LLC, filed with
the Bankruptcy Court on May 7, 2021, her First Report on Vincent
Victoria Village Assisted Living Facility, which is run by Debtor
Healthcore. The PCO is a registered nurse and an attorney with
work experience in clinical/operational health care and health care
regulatory compliance. The current Report is the first one
conducted by PCO Goodman after her appointment on April 16, 2021,
and the fifth report that has been conducted on the Vincent
Facility.
The PCO observed that the team at the Vincent location is small and
cohesive, appearing to work closely together and support each other
in meeting the resident needs. The building is newer than that at
the Tandy Village Assisted Living Facility and does not seem to
have the environment of care challenges that existed at the Tandy
Facility.
The Vincent Facility reported moving the building to lockdown in
March of 2020. In December 2020, the Vincent Facility experienced
approximately six residents and one staff member who are COVID-19
positive. Fortunately, no residents or staff died. Like at the
Tandy Facility, COVID-19 positive residents were segregated and
cared for by designated staff receiving incentive pay to encourage
staff volunteers. The manager reported that the state visited in
January 2021 to complete the follow-up COVID-19 testing of
residents and staff. The Vincent Facility received vaccinations in
February 2021.
The manager was aware of the proposed plan to move Vincent
residents to the Tandy location. He estimated that 25 of the
Vincent residents would need a private room. While the Tandy
leadership felt this estimation was overstated, Tandy currently
does not have any single rooms that are unoccupied. If the various
environment of care concerns that exist at the Tandy location are
sorted out and a lease agreement between Vincent and Tandy is
ultimately consummated, the PCO recommends active engagement of
resident medical and psychiatric providers to define and prioritize
residents' clinical needs as a material part of any resident
consolidation plan.
The Vincent Facility is a licensed 80-bed, Type A assisted living
facility with current capacity of 60 beds. It has 39 residents at
the time of the PCO's visit.
A copy of the First Report is available for free at
https://bit.ly/3tvGX2h from PacerMonitor.com.
Susan N. Goodman, RN, JD
PIVOT HEALTH LAW, LLC
P.O. Box 69734
Oro Valley, AZ 85737
Tel: (520) 744-7061
Fax: (520) 575-4075
Email: sgoodman@pivothealthaz.com
About Romans House
Based in Fort Worth, Texas, Romans House, LLC operates Tandy
Village Assisted Living, a continuing care retirement community and
assisted living facility for the elderly in Fort Worth, Texas.
Affiliate Healthcore System Management, LLC, operates Vincent
Victoria Village Assisted Living, also an assisted living facility
for the elderly.
Romans House, LLC, and Healthcore System sought Chapter 11
protection (Bankr. N.D. Tex. Case No. 19-45023 and 19-45024) on
Dec. 9, 2019.
Romans House was estimated to have $1 million to $10 million in
assets and liabilities while Healthcore was estimated to have $1
million to $10 million in assets and $10 million to $50 million in
liabilities.
The Hon. Edward L. Morris is the case judge.
Demarco Mitchell, PLLC, is the Debtors' legal counsel. Levene,
Neale, Bender, Yoo & Brill L.L.P., serves as their co-bankruptcy
counsel. Susan N. Goodman is appointed as the Debtors' Patient
Care Ombudsman.
Pender Capital Asset Based Lending Fund I, LP, as lender is
represented by Ross and Smith, P.C.
SALEM COUNTY: Moody's Rates 2021 Guaranteed Refunding Bonds 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to the Salem
County Improvement Authority, NJ's City Guaranteed Revenue
Refunding Bonds (Finlaw State Office Building Project), Series
2021, to be issued an amount not to exceed $17 million. The bonds
are ultimately backed by the City of Salem, NJ's general obligation
unlimited tax (GOULT) pledge via the provisions of a guarantee
agreement. Concurrently, Moody's has upgraded the city's GOULT
rating to Ba2 from Ba3 and revised the outlook to stable from
positive.
RATINGS RATIONALE
The upgrade to Ba2 reflects the recent extension by the State of
New Jersey (A3 stable) of the lease supporting the city's
guaranteed debt, and the savings generated by the refinancing of
that debt which will be effected by the current debt issuance.
These factors plus a one-time $2.5 million contribution from the
state materially reduce the risk the guarantee poses to the city.
Separately from the city's large guaranteed debt burden, the city
also has a very weak, and rapidly declining tax base and
demographic profile including low resident wealth and income and
elevated poverty.
RATING OUTLOOK
The stable outlook reflects the city's much improved situation
following the state's extension of its lease and the pending
refinancing of guaranteed debt. The city should help the city to
maintain its healthy finances in the face of its weak economy.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING
Material improvements in the city's resident wealth and income
Significant growth in the city's tax base
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING
Material declines in the tax base or resident wealth and income
Sustained declines in reserves or liquidity
LEGAL SECURITY
Debt service on the bonds is ultimately secured directly, or via
the provisions of a guarantee agreement, by the city's pledge of
its full faith and credit backed by its legal obligation to levy ad
valorem tax on all taxable property for the payment of debt service
without limit as to rate or amount. The city has also agreed to
enter into a "support agreement." This agreement is subject to
appropriation and authorizes the city to pay out on the bonds
without activating the guarantee, which is not subject to
appropriation and remains the ultimate backstop. The purpose of
this agreement is primarily legal; guaranteed debt paid via a
guarantee counts as debt for the state debt limit whereas debt paid
via the agreement does not. From Moody's perspective, the point is
moot since Moody's count the whole of the debt regardless of which
way it is paid.
USE OF PROCEEDS
Proceeds from the bonds plus the $2.5 million contribution from the
state will be used to currently refund the authority's
City-Guaranteed Revenue Bonds (Finlaw State Office Building
Project), Series 2007. The primary purpose of the refunding is to
match debt service with revenue from leases associated with the
Finlaw building; this will involve a 10-year extension of maturity.
Despite the material extension, the city expects to achieve net
present value savings on the refunding.
PROFILE
Salem is the county seat of Salem County (A1). It is located in the
southwestern part of the state across the Delaware River from the
State of Delaware (Aaa stable). The city has a population of
approximately 4,800.
METHODOLOGY
The principal methodology used in this rating was US Local
Government General Obligation Debt published in January 2021.
SALEM MEDIA: Posts $323K Net Income in First Quarter
----------------------------------------------------
Salem Media Group, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing net income
of $323,000 on $59.35 million of total net revenue for the three
months ended March 31, 2021, compared to a net loss of $55.20
million on $58.25 million of total net revenue for the three months
ended March 31, 2020.
As of March 31, 2021, the Company had $533.95 million in total
assets, $397.88 million in total liabilities, and $136.07 million
in total stockholders' equity.
As of March 31, 2021, the Company had $216.3 million outstanding on
the 6.75% senior secured notes due 2024 and no balance outstanding
on the Asset Based Revolving Credit Facility. The Company received
$11.2 million in aggregate principal amount of Paycheck Protection
Plan loans through the Small Business Administration that were
available to its radio stations and networks under the Consolidated
Appropriations Act.
Salem Media said, "Our principal sources of funds are operating
cash flows, borrowings under credit facilities and proceeds from
the sale of selected assets or businesses. We have historically
funded, and will continue to fund, expenditures for operations,
administrative expenses, and capital expenditures from these
sources. We have historically financed acquisitions through
borrowings, including borrowings under credit facilities and, to a
lesser extent, from operating cash flow and from proceeds on
selected asset dispositions. We expect to fund future acquisitions
from cash on hand, borrowings under our credit facilities,
operating cash flow and possibly through the sale of
income-producing assets or proceeds from debt and equity
offerings."
"The COVID-19 global pandemic that began in March 2020 continues to
impact our business. Measures taken by federal, state and local
governments to prevent the spread of COVID-19 have adversely
affected workforces, certain economies, and financial markets
resulting in a significant economic downturn. We experienced a
rapid decline in revenue from advertising, programming, events and
book sales. Several advertisers reduced or ceased advertising
spending due to the outbreak and stay-at-home orders that
effectively shut many businesses down. The revenue decline
impacted our broadcast segment, which derives substantial revenue
from local advertisers who have been particularly hard hit due to
social distancing and government interventions and our publishing
segment, which derives revenue from book sales through retail
stores and live events."
"While the disruption is expected to be temporary, there remains to
be considerable uncertainty around the duration. Advertising
revenue continues to improve over the lowest levels that were
experienced during April and May of 2020, but remain significantly
below prior years. The exact timing and pace of the economic
recovery has not been determinable as certain markets have
reopened, some of which have since experienced a resurgence of
COVID-19 cases, resulting in varying degrees of reinstated
stay-at-home orders. Due to continuing uncertainties regarding the
ultimate scope and trajectory of COVID-19's spread and evolution,
it is impossible to predict the total impact that the pandemic will
have on our business. If public and private entities continue to
enforce restrictive measures, the material adverse effect on our
business, results of operations, financial condition and cash flows
could persist. Our businesses could also continue to be impacted
by the disruptions from COVID-19 and resulting adverse changes in
advertising and consumer behavior."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1050606/000119312521153558/d80478d10q.htm
About Salem Media
Irving, Texas-based Salem Media Group -- http://www.salemmedia.com
-- is a multimedia company specializing in Christian and
conservative content, with media properties comprising radio,
digital media and book and newsletter publishing.
Salem Media reported a net loss of $54.06 million for the year
ended Dec. 31, 2020, compared to a net loss of $27.84 for the year
ended Dec. 31, 2019.
* * *
As reported by the TCR on April 1, 2021, Moody's Investors Service
affirmed Salem Media Group, Inc.'s Caa1 Corporate Family Rating.
Moody's said Salem's Caa1 CFR reflects very high leverage (8.7x as
of Q4 2020 excluding Moody's standard lease adjustments) which
Moody's expects to remain elevated throughout 2021 despite the
possibility of debt repayment from cash on the balance sheet.
In March 2021, S&P Global Ratings raised its issuer credit rating
on Salem Media Group Inc. to 'CCC+' from 'CCC'. S&P said, "The
stable outlook reflects our expectation that Salem's gross leverage
will remain about 8x through 2021. It also reflects our
expectation of sufficient cash to meet operating and fixed-charge
obligations over the next 12 months.
SAN ISABEL TELECOM: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: San Isabel Telecom
2347 Curtis St
Denver, CO 80205-2627
Chapter 11 Petition Date: May 12, 2021
Court: United States Bankruptcy Court
District of Colorado
Case No.: 21-12534
Debtor's Counsel: Jessica Hoff, Esq.
HOFF LAW OFFICES, P.C.
6400 S. Fiddlers Green Cir Ste 250
Greenwood Vlg, CO
Tel: (720) 739-3599
E-mail: jhoff@hofflawoffices.com
Total Assets: $2,263,776
Total Liabilities: $1,598,956
The petition was signed by Jawaid Bazyar, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/RZL6L6Q/San_Isabel_Telecom__cobke-21-12534__0001.0.pdf?mcid=tGE4TAMA
SANTA CLARITA: Blue Ox Says Plan Attempts to Stave Off Foreclosure
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Blue Ox Holdings, LLC, the largest secured creditor of debtor Santa
Clarita, LLC, objects to approval of the First Amended Disclosure
Statement for Chapter 11 Plan of the Debtor and counter-motion for
stay relief.
Blue Ox contends that the Debtor's new Plan is no different and
only seeks further delay at the expense of creditors. In its most
recent attempt to stave off foreclosure, the Debtor presents this
Court with what is nothing more than an option for a sale that may
or may not close in over four years.
Blue Ox claims that the Plan fails to properly classify separate
secured claims. In Blue Ox's Proof of Claim, it identified three
categories of secured claims: (1) claims related to the PBL Loan;
(2) claims related to the KFI Loan; and (3) a claim related to the
KP Lien. As Blue Ox's secured claims are based on separate
promissory notes and liens, they are not properly classified
collectively and thus, the Plan is unconfirmable.
Blue Ox points out that the Plan is based entirely on the Non
Binding LOI. While the Non-Binding LOI contemplates a separate
Option Contract, even when that is executed, it is still completely
non-binding on the buyer for at least a year and may not close for
up to four years.
Blue Ox asserts that in addition to the fact that the Non-Binding
LOI conditions cannot even be met, even if they could, the Plan
still is not confirmable. Among other things, Debtor seeks to
improperly deem all creditors as unimpaired by proposing payment of
the Plan Effective Date, but the Plan Effective Date is up to four
years away and requires all Contingencies be met or waived as a
condition to the Effective Date.
Blue Ox further asserts that the Plan is based entirely on the
closing of a sale set forth in the Non-Binding LOI at a sale price
nearly 10x an appraisal submitted to the California Superior Court
only one year ago, and nearly double the high end of the valuation
for the Property submitted just four months ago.
Blue Ox states that the Disclosure Statement fails to properly
provide information relating to the payment of expenses and claims
in this case, and how such claims could be paid. There is no
discussion of the likely cost and delay involved in the litigation,
and how the Debtor will be able to pay for the litigation.
Blue Ox says that the Debtor's delay strategy is highlighted by the
fact that: (1) the Plan is based entirely on a Non-Binding LOI; (2)
the Plan was not filed until the day before it was due; (3) Debtor
did not file its current Disclosure Statement until a month
thereafter; and (4) Debtor did not set this hearing on its
Disclosure Statement until over two months after that.
A full-text copy of Blue Ox's objection dated May 6, 2021, is
available at https://bit.ly/2QeNS2q from PacerMonitor.com at no
charge.
Attorneys for Creditor Blue Ox:
GARMAN TURNER GORDON LLP
TERESA M. PILATOWICZ, ESQ.
2415 E. Camelback Rd., Suite 700
Phoenix, AZ 85016
GREGORY E. GARMAN
7251 Amigo Street, Suite 210
Las Vegas, Nevada 89119
About Santa Clarita
Santa Clarita, LLC, was formed in 1998 by Remediation Financial,
Inc. ("RFI") for the sole purpose of acquiring a real property
consisting of approximately 972 acres of undeveloped land generally
located at 22116 Soledad Canyon Road, Santa Clarita, California
(the "Property"). The Debtor purchased the Property from Whittaker
Corporation. Whittaker used the Property to manufacture munitions
and related items for the U.S. Department of Defense (the "DOD").
The soil and groundwater on the Property suffered environmental
contamination thus the property required remediation before the
Property could be developed.
On or about January 2019, the controlling interest in RFI was
acquired by Glask Development, LLC. Glask Development, LLC has
two members, K&D Real Estate Consulting, LLC and Gracie Gold
Development, LLC. The Debtor's sole member and manager is RFI.
Santa Clarita filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-12402) on
Nov. 12, 2020. The petition was signed by David W. Lunn, chief
executive officer of Remediation Financial, Inc., manager of the
Debtor. At the time of filing, the Debtor estimated $100 million
to $500 million in assets and $500 million to $1 billion in
liabilities. Judge Madeleine C. Wanslee oversees the case. Thomas
H. Allen, Esq., at Allen Barnes & Jones, PLC, is Debtor's legal
counsel.
SOUND INPATIENT: Moody's Alters Outlook on B1 CFR to Stable
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of Sound Inpatient
Physicians, Inc. and changed the outlook to stable from negative.
Moody's affirmed the company's B1 Corporate Family Rating, B1-PD
Probability of Default Rating, Ba3 ratings on the senior secured
first lien revolving credit facility and term loan and B3 rating on
the senior secured second lien term loan.
The outlook change to stable reflects the recovery in demand for
the company's hospital medicine physician services in the second
half of 2020 and continuing in 2021. The stabilization of the
outlook further reflects the company's profit margin recovery
during the same period due to cost management initiatives.
The affirmation of the B1 CFR reflects the company's good scale,
very good liquidity and leading market position in hospital
medicine physician staffing. The affirmation also reflects the
company's good operating track record and history of steady growth
supported by tuck-in acquisitions, which Moody's believes will
continue.
This rating action coincides with Sound's announcement that it will
raise approximately $150 million as an add-on to its existing $610
million senior secured term loan due in 2025. The proceeds from the
add-on financing will be used to finance acquisitions and
transaction expenses. Moody's views this add-on transaction to be
leverage neutral and expects that Sound will successfully integrate
the acquired practices.
Ratings affirmed:
Issuer: Sound Inpatient Physicians, Inc
- Corporate Family Rating at B1
- Probability of Default Rating at B1-PD
- $75 million senior secured 1st lien revolving credit facility
expiring in 2023 at Ba3 (LGD3)
- $760 million (including the proposed $150 million add-on) senior
secured 1st lien term loan due 2025 at Ba3 (LGD3)
- $215 million senior secured 2nd lien term loan due 2026 at B3
(LGD6 from LGD5)
Outlook action:
Issuer: Sound Inpatient Physicians, Inc
- Outlook changed to stable from negative
RATINGS RATIONALE
Sound's B1 CFR primarily reflects its high financial leverage and
high business concentration in hospital medicine. Moody's estimates
that Sound's proforma debt/EBITDA was approximately 6.1 times at
the end of 2020 including the impact of add-on debt, EBITDA
contributions from tuck-in acquisitions and without adding back the
non-cash stock compensation expenses.
The company's ratings benefit from its leading position as a
provider of hospitalists (i.e. - physicians who work exclusively in
a hospital). It is also supported by Moody's view that Sound's
focus on value-based care programs better aligns its incentives
with hospitals and payors than many other physician
staffing/services companies that are primarily focused on
fee-for-service business. The credit profile is further supported
by the fact that Sound is partially owned by OptumHealth, as well
as a key customer. Summit Partners has the option to put its
ownership to OptumHealth, and OptumHealth has an option to acquire
Summit Partner's ownership.
The company's liquidity is very good. It is supported by
$127million cash and almost full availability under the company's
$75 million revolver as of December 31, 2020. Moody's expects that
Sound will generate $20-$30 million in free cash flow in 2021
excluding the impact of the repayment of accelerated Medicare
payments under the CARES Act and deferred payroll taxes (-56
million). Even with negative free cash flow after CARES
act/deferred payroll taxes repayment, the company will have
comfortable liquidity at hand to cover mandatory amortization of
its term loan (-7.1 million in the next 12 months).
Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. In addition, as a provider of hospital medicine
staffing, Sound faces high social risk. Given the high exposure to
government payors, Sound is exposed to unfavorable changes to
government payor reimbursements and regulatory changes. The
company's exposure to the No Surprise Act, which was signed into
law in December 2020, is less than other rated physician staffing
companies because of the lower share of commercial reimbursements.
The company's financial policies are expected to remain aggressive
reflecting its partial ownership by private equity investor (Summit
Partners).
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if the company employs aggressive
financial policies including material debt-funded acquisitions or
shareholder distributions. An adverse change Bundled Payment for
Care Improvement Advanced (BPCIA) expected benefits or a
significant reduction in the company's ownership by OptumHealth (a
subsidiary of UnitedHealth Group Inc.) could also pressure the
company's ratings. A downgrade could also occur if earnings or
liquidity deteriorate or the company is expected to sustain
debt/EBITDA above 6.0 times.
The ratings could be upgraded if the company materially grows its
scale and achieves greater business diversification. Additionally,
Sound would need to reduce its debt/EBITDA below 4.5 times and
generate consistently positive free cash flow before Moody's would
consider an upgrade.
Sound Inpatient Physicians, Inc. is a provider of physician
services in acute, post-acute, emergency medicine, and intensivist
facilities through its wholly-owned subsidiaries and affiliated
companies. Sound's principal business is to provide hospitalist
services to hospitals and health plans designed to improve the
well-being of patients while reducing their associated costs
through the management of medical care. Revenues for fiscal 2020
were roughly $1.5 billion. The company is primarily owned by
private equity sponsor Summit Partners and OptumHealth.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
SOUTHERN PRODUCE: $10K Sale of 71-Acre Faison Asset to Cottle OK'd
------------------------------------------------------------------
Judge Stephani W. Humrickhouse of the U.S. Bankruptcy Court for the
Eastern District of North Carolina, Wilmington Division, authorized
Southern Produce Distributors, Inc.'s private sale of the real
property, plus all improvements and all rights appurtenant thereto,
located at Off US 117 Hwy/I-40 Connector, in Faison, Duplin County,
North Carolina, 70.96 acres, to Ron Ervin Cottle for $10,000.
The Debtor owns the Real Property, further identified by Parcel No.
02-706, and more particularly described in Deed to Real Estate from
The Federal Land Bank of Columbia, Grantor, to Southern Produce
Distributors, Incorporated, Grantee, recorded March 2, 1988, Book
996, Page 156, Duplin County Registry.
The sale is free and clear of liens or encumbrances, subject to (i)
ad valorem taxes, which will be pro-rated to the date of the
closing, with the Seller's portion paid at the closing from the
sales proceeds, (ii) reasonable and normal costs of closing,
including, without limitation, reasonable costs or expenses of sale
required to be paid by the Debtor as the seller pursuant to the
respective sale contract, and (iii) a real estate broker commission
of 5% to be paid to David Kornegay of Kornegay Realty, Inc., at the
closing from the applicable sale proceeds.
The net sale proceeds received from the sale will be subject to the
following uses: (i) Quarterly Fees generated by the sale when and
as applicable, (ii) reasonable attorney for the Debtor fees
relating to the sale and closing, and (iii) applicable capital gain
taxes when and if applicable.
About Southern Produce
Southern Produce Distributors, Inc. -- http://southern-produce.com/
-- is a provider of sweet potatoes and peppers to markets across
the US, Canada, UK and Europe. Southern Produce was founded in
1942 and is based in Faison, North Carolina.
Southern Produce Distributors filed for bankruptcy protection
(Bankr. E.D.N.C. Case No. 18-02010) on April 20, 2018. In the
petition signed by Randy W. Swartz, president and CEO, the Debtor
disclosed total assets of $27.12 million and total liabilities of
$19.96 million. Gregory B. Crampton, Esq., of Nichols & Crampton,
P.A., serves as counsel to the Debtor. Janvier Law Firm, PLLC,
serves as special counsel.
SOUTHERN PRODUCE: Privately Selling Faison Real Property for $6K
----------------------------------------------------------------
Southern Produce Distributors, Inc., asks the U.S. Bankruptcy Court
for the Eastern District of North Carolina, Wilmington Division, to
authorize the private sale of the real property, plus all
improvements and all rights appurtenant thereto, located at 108 N.
Sampson Street, in Faison, Duplin County, North Carolina, to
Southern Produce, LLC for $6,000, subject to: (i) ad valorem taxes
for the subject property, (ii) reasonable and normal costs of
closing, including, without limitation, reasonable costs or
expenses of sale required to be paid by the Reorganized Debtor.
The Debtor owns Real Property further identified by Parcel No.
02-2280, and more particularly described in Deed to Real Estate
from Alton Ray King and wife, Frances Roberta King, Grantors, to
Southern Produce Distributors, Inc., Grantee, recorded July 31,
1978, Book 841, Page 142, Duplin County Registry.
The Debtor listed the value for the Real Property as $5,000 on its
Schedules filed with the Court. The current Duplin County tax
value for the Real Property is $8,600.
The Debtor has received an Agreement for Purchase and Sale of
Improved Real Property from the Purchaser to purchase the Real
Property for a purchase price of $6,000, subject to: (i) ad valorem
taxes for the subject property, (ii) reasonable and normal costs of
closing, including, without limitation, reasonable costs or
expenses of sale required to be paid by the Reorganized Debtor as
the seller pursuant to the respective sale contract.
The net sale proceeds received from the sale will be subject to the
following uses: (i) Quarterly Fees generated by the sale when and
as applicable, (ii) reasonable attorney for the Debtor fees
relating to the sale and closing, and (iii) applicable capital gain
taxes when and if applicable.
Upon information and belief, the Real Property is not subject to
any liens on the title or any encumbrances.
The sale of the Real Property will be subject to a 5% real estate
commission to be paid to David Kornegay of Kornegay Realty, Inc.,
510 N. Breazeale Avenue, Mt. Olive, North Carolina, 28365, who has
been employed by the Debtor pursuant to an Order Authorizing
Employment of Real Estate Broker entered on July 27, 2018, and said
real estate commission will be paid at the closing from the
applicable sale proceeds.
The Real Property is not presently used in the Debtor's business
operations and is not necessary to its continued business
operations.
The Debtor intends to set aside the net sale proceeds received from
the closing on the Offer, and preserve such funds for use and
application pursuant to its Plan of Reorganization.
Upon information and belief, the Purchaser is not an insider of the
Debtor. No other offers for the Real Property were received by the
Debtor.
The best interests of the Debtor, its creditors and the estate will
be served by the allowance of the Motion.
A copy of the Contract is available at https://tinyurl.com/jyrw26h9
from PacerMonitor.com free of charge.
About Southern Produce
Southern Produce Distributors, Inc. -- http://southern-produce.com/
-- is a provider of sweet potatoes and peppers to markets across
the US, Canada, UK and Europe. Southern Produce was founded in
1942 and is based in Faison, North Carolina.
Southern Produce Distributors filed for bankruptcy protection
(Bankr. E.D.N.C. Case No. 18-02010) on April 20, 2018. In the
petition signed by Randy W. Swartz, president and CEO, the Debtor
disclosed total assets of $27.12 million and total liabilities of
$19.96 million. Gregory B. Crampton, Esq., of Nichols & Crampton,
P.A., serves as counsel to the Debtor. Janvier Law Firm, PLLC,
serves as special counsel.
SPRY PUBLISHING: Taps Stevenson & Bullock as Legal Counsel
----------------------------------------------------------
Spry Publishing, LLC received approval from the U.S. Bankruptcy
Court for the Eastern District of Michigan to hire Stevenson &
Bullock, PLC as its legal counsel.
The firm will provide services in connection with the Debtor's
Chapter 11 case, which include legal advice regarding its powers
and duties under the Bankruptcy Code and representation in
negotiations.
The firm received $20,589 for pre-bankruptcy fees and expenses.
Elliot Crowder, Esq., a member of Stevenson & Bullock, disclosed in
a court filing that he and his firm are disinterested persons as
defined by Section 101(14) of the Bankruptcy Code.
Stevenson & Bullock can be reached at:
Elliot G. Crowder, Esq.
Stevenson & Bullock, P.L.C.
26100 American Drive, Suite 500
Southfield, MI 48034
Tel: (248) 354-7906
Fax: (248) 354-7907
Email: ecrowder@sbplclaw.com
About Spry Publishing
Spry Publishing, LLC serves the medical community by providing
books and digital assets to patients suffering from chronic
diseases through its partner network of pharmaceutical companies.
While Spry was founded in 2012, it has family roots in publishing
going back to 1893 and has continuously published for nearly 130
years with nearly 200 titles in print and thousands of titles on
the backlist. Spry acquired The Word Baron in 2014 and PWB
Marketing Communications in 2019 under the company name Spry Ideas.
In 2020, having experienced a less than stellar foray into content
marketing, the company ceased all content marketing operations and
closed that portion of the business. Spry has since streamlined its
operations and filed its bankruptcy case as a means of reorganizing
its financial affairs.
Spry sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. E.D. Mich. Case No. 21-43817) on April 30, 2021. In the
petition signed by James M. Edwards, manager, the Debtor disclosed
up to $50,000 in assets and up to $1 million in liabilities.
Elliot G. Crowder, Esq., at Stevenson & Bullock, PLC, is the
Debtor's legal counsel.
STREAM TV NETWORKS: To Reclaim Assets for Chapter 11 Reorganization
-------------------------------------------------------------------
Law360 reports that Stream TV and its secured lenders wrapped up
their arguments Tuesday, May 11, 2021, before a Delaware bankruptcy
judge over whether the television technology company has assets
left to reorganize as they sparred over the lenders' attempt to
dismiss Stream TV's Chapter 11.
At a second day of virtual hearings, counsel for the secured
creditors told U.S. Bankruptcy Judge Karen Owens that a December
court ruling gave them ownership of all of Stream TV's assets,
leaving nothing to reorganize, but the company and its would-be
bankruptcy financing provider argued that it has a real chance of
reclaiming those assets.
About Stream TV Networks
Philadelphia, Pa.-based Stream TV Networks, Inc. develops
technology intended to display three-dimensional content without
the use of 3D glasses.
On Feb. 24, 2021, Stream TV Networks filed a Chapter 11 petition
(Bankr. D. Del. Case No. 21-10433). Stream TV Networks CEO Mathu
Rajan signed the petition. In the petition, the Debtor listed
assets of about $100 million to $500 million and liabilities of
$100 million to $500 million. Judge Karen B. Owens oversees the
case. Dilworth Paxson, LLP, led by Martin J. Weis, Esq., is the
Debtor's counsel.
SUGARLOAF HOLDINGS: Trustee's Sale of Pahvant & Mascaro Claims OK'd
-------------------------------------------------------------------
Judge Kevin R. Anderson of the Bankruptcy Court for the District of
Utah authorized David L. Miller, as trustee of the chapter 11
bankruptcy estate of Sugarloaf Holdings, LLC, to sell the Debtor's
right, title, and interest in and to the following claims,
counterclaims, and crossclaims to Farms, LLC:
a. Counterclaims against Double O Pahvant Properties, LLC, Leo
Stott, Elizabeth Stott, Clark Thomas, Demar Iverson, and Matthew R.
Kessler and a crossclaim against LB Ranch in civil case 180700008
in the Fourth Judicial District Court for Millard County - Fillmore
Department, State of Utah for $5,000; and
b. Claims against Leslie Mascaro in civil case 170700036 in
the Fourth Judicial District Court for Millard County - Fillmore
Department, State of Utah for $2,188.
The sale is free and clear of liens, interests, and encumbrances.
The 14-day stay under Rule 6004 of the Federal Rules of Bankruptcy
Procedure is waived.
The hearing on the Motion, scheduled for May 25, 2021, at 2:00
p.m., is stricken.
About Sugarloaf Holdings
Sugarloaf Holdings, LLC -- http://sugarloafholdings.com/-- is a
privately-held company in Lehi, Utah, whose business consists of
farming and ranching operations.
Sugarloaf Holdings filed a Chapter 11 petition (Bankr. D. Utah
Case
No. 18-27705) on Oct. 15, 2018. In the petition signed by David
J.
Gray, manager, the Debtor disclosed $21,067,619 in total assets
and
$15,666,618 in total debt. The case is assigned to Judge Kevin R.
Anderson. The Debtor is represented by Parsons Behle & Latimer.
The Debtor tapped Berkeley Research Group as its financial
advisor;
Dwayne Asay and Squire & Company, PC, as accountants; and J.
Philip
Cook and J. Philip Cook, LLC, as forensic real estate
professionals.
On Aug. 7, 2020, the Court appointed David L. Miller as Trustee of
the Debtor's chapter 11 bankruptcy estate.
SUITABLE TECHNOLOGIES: Bid to Seek Plan Votes Approved
------------------------------------------------------
Daniel Gill of Bloomberg Law reports that Suitable Technologies
Inc. won bankruptcy court permission to solicit votes for its
liquidation plan, which hands unsecured creditors about a third of
their claims.
The company, known for its Beam remote collaboration technology,
filed its plan after reaching a settlement with founder Scott
Hassan and entities he owns or controls. They include Suitable's
lenders, Magicheart Investments LLC, and Greenheart Investments
LLC.
Unsecured creditors would've received nothing if not for the deal,
Suitable's attorney, Robert F Poppiti Jr. of Young Conaway Stargatt
& Taylor LLP, said at a hearing Tuesday, May 11, 2021.
About Suitable Technologies
Headquartered in Palo Alto, California, Suitable Technologies, Inc.
-- https://www.suitabletech.com/ -- develops, manufactures, and
sells telepresence system and technology platforms in both domestic
and international markets. It also maintains an intellectual
property portfolio, which includes a number of different patents
associated with, among other things, wireless connectivity, as well
as trademarks in the United States and other foreign
jurisdictions.
Its primary product is called "Beam", a telepresence device
designed to promote remote collaboration, provide individuals with
the ability to communicate remotely with others on both a visual
and audio basis, and move freely through a workplace using the
Company's manufactured devices and companion software.
Suitable Technologies, Inc., sought Chapter 11 protection (Bankr.
D. Del. Case No. 20-10432) on Feb. 26, 2020. The Debtor was
estimated to have $10 million to $50 million in assets and $50
million to $100 million in liabilities.
The Honorable Mary F. Walrath is the case judge. The Debtor tapped
Young Conaway Stargatt & Taylor, LLP as counsel; and Stout Risius
Ross Advisors, LLC, as an investment banker. Asgaard Capital LLC
is the staffing provider and its founder, Charles C. Reardon, is
presently serving as CRO for the Debtor. Donlin, Recano & Company,
Inc., is the claims agent.
SUITABLE TECHNOLOGIES: June 18 Plan Confirmation Hearing Set
------------------------------------------------------------
Debtor Suitable Technologies, Inc., filed with the U.S. Bankruptcy
Court for the District of Delaware a motion for the entry of an
order approving the Disclosure Statement for the Chapter 11 Plan of
Liquidation of Suitable Technologies, Inc.
On May 11, 2021, Judge Craig T. Goldblatt granted the motion and
ordered that:
* The Disclosure Statement contains adequate information as
required by Section 1125 of the Bankruptcy Code, and is approved.
* June 8, 2021, at 5:00 p.m. is the deadline by which all
Ballots must be properly executed, completed, and actually received
by the Voting Agent.
* June 16, 2021, at Noon is the deadline for the Voting Agent
to file a voting report, verifying the results of its voting
tabulations reflecting the votes cast to accept or reject the Plan.
* June 18, 2021, at 10:00 a.m., is the plan confirmation
hearing.
* June 10, 2021, at 4:00 p.m., is the deadline for any party
to file objections to confirmation of the Plan.
* June 16, 2021, at noon is the deadline for the Debtor, or
any other party supporting confirmation of the Plan, to file
responses to any Plan Objection.
A full-text copy of the order dated May 11, 2021, is available at
https://bit.ly/3fd3AU3 from Donlinrecano.com.
About Suitable Technologies
Headquartered in Palo Alto, California, Suitable Technologies, Inc.
-- https://www.suitabletech.com/ -- develops, manufactures, and
sells telepresence system and technology platforms in both domestic
and international markets. It also maintains an intellectual
property portfolio, which includes a number of different patents
associated with, among other things, wireless connectivity, as well
as trademarks in the United States and other foreign
jurisdictions.
Its primary product is called "Beam", a telepresence device
designed to promote remote collaboration, provide individuals with
the ability to communicate remotely with others on both a visual
and audio basis, and move freely through a workplace using the
Company's manufactured devices and companion software.
Suitable Technologies, Inc., sought Chapter 11 protection (Bankr.
D. Del. Case No. 20-10432) on February 26, 2020. The Debtor was
estimated to have $10 million to $50 million in assets and $50
million to $100 million in liabilities.
The Honorable Mary F. Walrath is the case judge. The Debtor tapped
Young Conaway Stargatt & Taylor, LLP as counsel; and Stout Risius
Ross Advisors, LLC, as an investment banker. Asgaard Capital LLC
is the staffing provider and its founder, Charles C. Reardon, is
presently serving as CRO for the Debtor. Donlin, Recano & Company,
Inc., is the claims agent.
SUITABLE TECHNOLOGIES: Unsecureds to Recover 35% in Plan Settlement
-------------------------------------------------------------------
Suitable Technologies, Inc., filed with the U.S. Bankruptcy Court
for the District of Delaware, on May 7, 2021, a Revised Disclosure
Statement explaining its Chapter 11 Plan of Liquidation.
The Plan provides for the appointment of a Plan Administrator, who,
along with the Post-Effective Date Debtor, will administer and
liquidate all Assets and settle Claims, pursuant to a Plan
Settlement. The Plan Settlement shall be between the Debtor and
Scott Hassan, Magicheart Investments, LLC; Greenheart Investments,
LLC; Landings Investments, LLC; and each of their related parties
(Magicheart Parties). Mr. Hassan owns and controls, directly and
through affiliated entities, over 50% of the Debtor's common stock.
Since the Debtor's formation in 2011 through the Petition Date, Mr.
Hassan provided approximately $96 million to the Debtor
under-documented promissory notes through certain entities owned
and controlled by him, including Magicheart and Greenheart. Of
this amount, approximately $6 million was through secured notes
with Magicheart (i.e., the Pre-petition Secured Promissory Notes),
and the remainder was through unsecured notes with Magicheart and
Greenheart (i.e., the Pre-petition Unsecured Promissory Notes).
By the Plan Settlement, the Debtor and the Magicheart Parties have
agreed to resolve all claims, causes of action and disputes between
the Debtor and the Magicheart Parties under these terms:
* Magicheart shall fund the Wind-Down Budget, including the
Administrative, Priority and Secured Claims Reserve and the
Professional Fee Reserve, and the General Unsecured Claims
Distribution Amount. The Wind-Down Budget Amount shall be deemed
to be an additional borrowing under the DIP Credit Agreement and
the DIP Order.
* the Magicheart Parties shall waive the right to any
distribution under the Plan on account of all Claims held by said
parties against the Debtor and the Estate, including the DIP Claim,
the Prepetition Promissory Notes Claim, and the Palo Alto Real
Property Lease Claims, and
* the Released Parties shall receive the releases set forth in
Section 11.10 of the Plan, and the Chancery Court Action shall be
dismissed, pursuant to the terms of the Plan, thereby resolving all
claims, causes of action and disputes between the Debtor and the
Magicheart Parties.
Pre-petition, in November 2019, Mr. Hassan's spouse, in her alleged
capacity as a minority shareholder of the Debtor, commenced a civil
action in the Court of Chancery of the State of Delaware (Chancery
Court Action), seeking a preliminary injunction to enjoin a
Pre-petition Sale the Debtor negotiated with Blue Ocean Robotics
ApS and one of its affiliates for the sale of substantially all of
the Debtor's Assets. The Court in an oral ruling on December 13,
2019 denied Mrs. Hassan's request for injunction.
Under the Plan Settlement, Claims and Interests will be treated as
follows:
* Allowed Administrative Claims (other than those of the
Magicheart Parties), Professional Fee Claims, Priority Tax Claims,
Secured Claims, and Priority Claims will be paid or otherwise
satisfied in full, unless otherwise agreed to by the Holders of
said Claims and the Post-Effective Date Debtor.
* The Pre-petition Secured Promissory Notes Claim the Debtor
owed to Magicheart shall be allowed for at least $3,775,000.
Magicheart, however, shall waive all rights to a distribution on
account of said claim.
* On the Effective Date, Holders of Allowed General Unsecured
Claims (other than the General Unsecured Claims of the Magicheart
Parties, the Pre-petition Unsecured Promissory Notes Claim and the
Palo Alto Real Property Lease General Unsecured Claim) shall
receive from the Post-Effective Date Debtor (i) their pro rata
share of the General Unsecured Claims Distribution Amount, at 35%
of the allowed claim amount. The projected recovery to General
Unsecured Claims is based on the Magicheart Parties waiving all
General Unsecured Claims against the Debtor pursuant to the Plan
Settlement (including the Prepetition Unsecured Promissory Notes
Claim and the Palo Alto Real Property General Unsecured Lease
Claim, which the Debtor believes are not less than $88,476,083 in
the aggregate) thereby significantly reducing the anticipated
amount of Allowed General Unsecured Claimsto approximately
$875,764.
The Palo Alto Real Property General Unsecured Lease Claim arose
from the pre-petition Month-to-Month Lease Agreement between the
Debtor and Landings Investment with respect to non-residential real
property located at 921 East Charleston Road, Palo Alto,
California, and 850 San Antonio Road, Palo Alto, California.
* Holders of Subordinated Claims will not be entitled to any
distribution or recovery on account of such Claims.
* All Interests will be deemed void, canceled, and of no further
force and effect as of the Effective Date.
If an interest holder seeks to challenge the allowance of claims
for voting purposes, said interest holder must file a motion by
June 4, 2021, at 4 p.m. (ET) for the temporary allowance of your
Claim in a different amount or classification for Plan voting
purposes.
The Voting Deadline is on June 8, 2021, at 5 p.m. (Eastern Time).
Only the Holders of Claims in Class 3 (Magicheart's Pre-petition
Secured Promissory Notes ) and Class 4 (General Unsecured Claims)
are entitled to vote to accept or reject the Plan as of the Voting
Record Date. However, since Magicheart is an insider of the
Debtor, and consequently all of its votes in favor of the Plan on
account of Allowed General Unsecured Claims will not count towards
acceptance of the Plan, Class 4 General Unsecured Claims must
accept the Plan in order for the Plan to be confirmed.
Objections to Confirmation of the Plan must be filed no later than
June 10, 2021 at 4 p.m. (Eastern Time).
A copy of the Revised Disclosure Statement is available for free at
https://bit.ly/2SGQSp9 from Donlin Recano, claims agent.
About Suitable Technologies
Headquartered in Palo Alto, California, Suitable Technologies, Inc.
-- https://www.suitabletech.com/ -- develops, manufactures, and
sells telepresence system and technology platforms in both domestic
and international markets. It also maintains an intellectual
property portfolio, which includes a number of different patents
associated with, among other things, wireless connectivity, as well
as trademarks in the United States and other foreign jurisdictions.
Its primary product is called "Beam", a telepresence device
designed to promote remote collaboration, provide individuals with
the ability to communicate remotely with others on both a visual
and audio basis, and move freely through a workplace using the
Company's manufactured devices and companion software.
Suitable Technologies, Inc., sought Chapter 11 protection (Bankr.
D. Del. Case No. 20-10432) on February 26, 2020. The Debtor was
estimated to have $10 million to $50 million in assets and $50
million to $100 million in liabilities.
The Honorable Mary F. Walrath is the case judge. The Debtor tapped
Young Conaway Stargatt & Taylor, LLP as counsel; and Stout Risius
Ross Advisors, LLC, as an investment banker. Asgaard Capital LLC
is the staffing provider and its founder, Charles C. Reardon, is
presently serving as CRO for the Debtor. Donlin, Recano & Company,
Inc., is the claims agent.
Counsel for the Debtor:
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Robert S. Brady, Esq.
Robert F. Poppiti, Jr., Esq.
Betsy L. Feldman, Esq.
1000 North King Street
Wilmington, DE 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
Emails: rbrady@ycst.com
rpoppiti@ycst.com
bfeldman@ycst.com
TECHNICAL COMMUNICATIONS: Reports $329K Net Loss for Second Quarter
-------------------------------------------------------------------
Technical Communications Corporation reported its results for the
three and six months ended March 27, 2021. The Company reported a
net loss of $(329,000), or $(0.18) per share, on revenue of
$617,000 for the quarter ended March 27, 2021, compared to a net
loss of $(361,000), or $(0.20) per share, on revenue of $723,000
for the quarter ended March 28, 2020. For the six months ended
March 27, 2021, the Company reported a net loss of $(671,000), or
$(0.36) per share, on revenue of $783,000, compared to a net loss
of $(842,000), or $(0.46) per share, on revenue of $1,389,000 for
the six months ended March 28, 2020.
Carl H. Guild Jr., president and CEO of Technical Communications
Corporation, commented, "The COVID-19 pandemic continues to have a
negative impact on our business, although we are seeing progress
toward the resumption of the procurement process with our
customers. We will continue to work closely with these customers in
order to be able to move quickly once they are in a position to
place orders. We have seen evidence that certain countries are
beginning to loosen restrictions, and TCC is preparing to move
forward with in-person product demonstrations and other on-site
sales efforts as soon as it is allowed and safe."
Assisting these efforts is a $1,000,000 revolving demand loan TCC
received from Mr. Guild on May 6, 2021. The purpose of the loan is
to provide working capital to the Company.
About Technical Communications
Concord, Massachusetts-based Technical Communications Corporation
-- http://www.tccsecure.com-- specializes in secure communications
systems and customized solutions to protect highly sensitive voice,
data and video transmitted over a wide range of networks, serving
government entities, military agencies, and corporate enterprises.
Technical Communications reported a net loss of $910,650 for the
year ended Sept. 26, 2020. As of Sept. 26, 2020, the Company had
$3.28 million in total assets, $1.36 million in total current
liabilities, $406,519 in
long-term operating lease liabilities, $150,000 in notes payable,
and $1.36 million in total stockholders' equity.
Stowe & Degon LLC, in Westborough, Massachusetts, the Company's
auditor since 2019, issued a "going concern" qualification in its
report dated Dec. 28, 2020, citing that the Company has an
accumulated deficit, has suffered significant net losses and
negative cash flows from operations and has limited working capital
that raises substantial doubt about its ability to continue as a
going concern.
TEKNIA NETWORKS: Unsecureds to Share Pro-Rata of Disposable Income
------------------------------------------------------------------
Teknia Networks & Logistics, Inc., filed with the Bankruptcy Court
a Third Plan Of Reorganization, which will be funded by the current
and future income earned by the Debtor as well as contributions
from the Debtor's principal, Jorge Monsalve.
The Plan provides for one class of priority claims; 39 classes of
secured claims; one class of general unsecured claims; and one
class of equity security holders. All Classes of Claims are
impaired by the Plan.
Unsecured creditors holding allowed claims will receive pro-rata
distributions based on the Debtor's projected net disposable
income. The Plan also provides for the payment of administrative
and priority claims under the terms to the extent permitted by the
Code or by agreement between the Debtor and the claimant. General
Unsecured Creditors in Class 40 will be paid their pro rata share
of the projected net disposable income, after deducing
administrative claims, without interest, in 20 quarterly payments
commencing on the start of the calendar quarter immediately
following the Effective Date and continuing for a total of 20
consecutive quarters. Payment shall not start until the next
quarter in the event the quarter starts less than 30 days after the
entry of the Confirmation Order. The Debtor projects its
disposable income at $220,000.
Promissory notes will be issued to each General Unsecured Creditor
in Class 40 with allowed claims to evidence payments, which
promissory notes shall be enforceable in any Court of competent
jurisdiction. The amount of the pro-rata distribution will be
considered final and binding 30 days after the filing of the
Certificate of Substantial Consummation by the Debtor.
A copy of the Third Plan of Reorganization is available for free at
https://bit.ly/3tBBOFV from PacerMonitor.com.
About Teknia Networks & Logistics
Teknia Networks & Logistics, Inc., is a Pinellas Park, Fla.-based
distributor of warehouse and office printing-related items.
Teknia Networks & Logistics sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06479) on Aug.
27, 2020. Jorge L. Monsalve, president, signed the petition. At
the time of the filing, the Debtor had estimated assets of between
$1 million and $10 million and liabilities of between $1 million
and $10 million. Buddy D. Ford, P.A., is the Debtor's legal
counsel.
TITAN INTERNATIONAL: Completes Redemption of 6.5% Sr. Secured Notes
-------------------------------------------------------------------
Titan International, Inc. has completed its previously announced
redemption of all of its outstanding $400,000,000 aggregate
principal amount of the 6.50% Senior Secured Notes due 2023. The
Company redeemed the notes at a price of $1,032.50 for each $1,000
principal amount of notes redeemed, or $413.0 million in total,
plus approximately $11.3 million of unpaid interest accrued to the
redemption date. The Company did not incur any early termination
penalties in connection with the redemption of the 2023 Notes
beyond the premium reflected in the redemption price described
above.
In connection with the redemption of the 2023 Notes, Titan will
record expenses of approximately $15.9 million in the second
quarter of 2021. These expenses relate primarily to the redemption
premium of $32.50 per $1,000 principal amount of the Senior Secured
Notes due 2023 and unamortized deferred financing fees.
About Titan
Titan International, Inc. -- http://www.titan-intl.com-- is a
global manufacturer of off-highway wheels, tires, assemblies, and
undercarriage products. Headquartered in Quincy, Illinois, the
Company globally produces a broad range of products to meet the
specifications of original equipment manufacturers (OEMs) and
aftermarket customers in the agricultural,
earthmoving/construction, and consumer markets.
Titan International reported a net loss of $65.08 million for the
year ended Dec. 31, 2020, compared to a net loss of $51.52 million
for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company
had $1.03 billion in total assets, $830.62 million in total
liabilities, $25 million in redeemable noncontrolling interest, and
$176.26 million in total equity.
* * *
As reported by the TCR on April 5, 2021, Moody's Investors Service
upgraded its ratings for Titan International, Inc., including the
company's corporate family rating to Caa1 from Caa3, the
probability of default rating to Caa1-PD from Caa3-PD and the
senior secured rating to Caa1 from Ca. The upgrades reflect
Moody's expectations that favorable demand recovery in Titan's end
markets, specifically agricultural equipment, will translate to
Moody's adjusted EBITDA margin near 5% (from 3% in 2020) and
material deleveraging in 2021 to about 7x debt/EBITDA (from above
13x in 2020).
TITAN INTERNATIONAL: Posts $13.2-Mil. Net Income in First Quarter
-----------------------------------------------------------------
Titan International, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing net income
of $13.22 million on $403.52 million of net sales for the three
months ended March 31, 2021, compared to a net loss of $27.50
million on $341.50 million of net sales for the three months ended
March 31, 2020.
As of March 31, 2021, the Company had $1.07 billion in total
assets, $882.32 million in total liabilities, $25 million in
redeemable noncontrolling interest, and $164.13 million in total
equity.
Management's Comments
"The positive momentum we highlighted during our most recent
earnings release in March has continued and has increased further
over the past couple of months," stated Paul Reitz, president and
chief executive officer. "The first quarter of 2021 was our
strongest quarter since the first half of 2018 with net sales over
$403 million and adjusted EBITDA above $26 million. These results
are on the high side of our Q1 outlook. The strong recovery we
began to see in our global Ag markets in the fourth quarter has now
accelerated and includes additional demand within our earthmoving
and construction (EMC) businesses beyond our initial expectation at
this point in the year. During the first quarter of 2021, Ag and
EMC experienced volume increases over 15 percent and 19 percent
respectively. These market dynamics, as well as our continued cost
discipline emphasized over the last year, led to a gross margin
percentage of 13.2% representing a 450 basis point improvement from
last year's first quarter."
"Based on a number of positive factors in the Agricultural sector,
including higher crop prices, low inventory levels for new and used
equipment, strong farmer income, and the age of existing equipment,
we believe that the current market trends experienced in Q1 will
continue, and in some cases even improve throughout 2021 into 2022.
We are taking the necessary steps in managing the workflow and
operational levels at all of our production facilities to meet
existing demand along with the future needs of our customers.
Titan has a long history of being flexible to adjust to changing
markets with impressive depth in our production capabilities and we
continue to hire and train people to meet this growing demand."
"Many companies around the world are facing supply chain and
logistics shortages, but we are managing well to this point, due to
well-coordinated supply chain management that requires continuous
attention and action. At the same time, we have been and will
continue to take, appropriate pricing actions to cover the rising
costs of raw materials, labor and logistics. The second quarter
will likely be much of the same, with volatility, but we are up to
the task of managing through the opportunities and the challenges
in front of us. Due to this volatility, it is prudent to hold back
on providing specific guidance for the remainder of the year, and
we will address this as we progress through the year."
"In the third quarter of 2019, we outlined our strategic goal to
protect our balance sheet in order to position Titan to
successfully refinance our 2023 bonds. Our management team worked
hard to make consistent progress on that goal over the past 18
months and based on those efforts, last month we refinanced our
$400 million bonds to a 2028 maturity date. Looking at our balance
sheet this quarter, working capital had an impact on cash flow
during the quarter as we ended with $96 million in cash. Although
we continued to manage it carefully, inventory grew approximately
$20 million due to growing sales volumes, but was lower as a
percent of sales resulting in some cash flow efficiency gains
despite the impact from increasing raw material pricing. We
anticipate cash flow during the second quarter will continue to be
tighter somewhat due to working capital, but also due to nearly $19
million of costs associated with refinancing our $400 million
bonds. We expect continuing improvements in cash flow as we
progress through the second half of the year."
Morry Taylor, Chairman of the Board, commented, "At our last Board
meeting, we discussed the long history of Titan's Tire and Wheel
business, specifically in the Agriculture sector, and it was
suggested that I provide a refresher on that to our shareholders.
We also discussed the positive trends we are seeing in the
marketplace. I have been involved in this business since 1973, and
have seen a fair number of business cycles. Nobody knows for
certain what is going to happen with this cycle, but I am going to
share some thoughts on what could be important for Titan going
forward."
Morry Taylor continued, "As you can see, there are good reasons to
believe that Titan's business for 2021 looks strong. Titan has the
productive capacity to satisfy the needs of our customers during
this crazy market."
"Through the years, there is one item that really makes this a wild
business. For example, a farmer might order 540R/46 duals, but
then the weather gets wet and he might want to change to LSW
1100R46 Titan's Super Singles. The same with tires and wheels for
combines and sprayers, which means a lot different wheels and tires
being moved around in the schedule. This all adds up to a
tremendous amount of OEM scheduling changes that create challenges.
Bottom line is that Titan needs to charge more for these changes
because we have the industry leading capabilities to meet our
customer's needs."
"Along with our production capabilities, Titan has the capacity in
North America to handle the increases in market demand. We are
hiring and training additional employees, along with managing the
supply chain in order to get steel, rubber, paint and nylon fabric.
So, how do you deal with this situation and plan production
accordingly? First, we work with OEMs and sign them up for
long-term agreements (LTAs) to allow us to plan our production
better. If they don't want to agree to a LTA, we schedule
production to take care of those who do. The non-LTA customers
will then have to be allocated behind the customers that have a
signed LTA."
"Paul's team has set-up Titan well for a good run of growth in
sales and profitability. I believe that there will be a good run
in the farm business that will go for a few years due to a number
of factors as Paul and I have noted, including the need to rebuild
inventory levels. With the bond deal closed and as performance
continues to get better, there are acquisitions that Titan could
take to grow and serve our customers in an even bigger way. If
these moves get done, I believe they could be a big boost to Titan.
Paul's team's first mission is increasing production, but he and
the Board will focus on these actions also. As always, I would
like to thank our shareholders for their continued support."
Financial Condition
The Company ended the first quarter of 2021 with total cash and
cash equivalents of $96.0 million, compared to $117.4 million at
Dec. 31, 2020. Long-term debt at March 31, 2021, was $440.6
million, compared to $433.6 million at Dec. 31, 2020. Short-term
debt was $31.1 million at March 31, 2021, compared to $31.1 million
at
Dec. 31, 2020. Net debt (total debt less cash and cash
equivalents) was $375.7 million at March 31, 2021, compared to
$347.3 million at Dec. 31, 2020.
Net cash used by operating activities for the first three months of
2021 was $16.0 million, compared to net cash provided by operations
of $4.0 million for the comparable prior year period. Capital
expenditures were $8.9 million for the first three months of 2021,
compared to $6.4 million for the comparable prior year period.
Capital expenditures during the first three months of 2021 and 2020
represent equipment replacement and improvements, along with new
tools, dies and molds related to new product development. The
overall capital outlay for 2021 is expected to increase as the
Company seeks to enhance the Company's existing facilities and
manufacturing capabilities and drive productivity gains following
suppression of capital outlay in 2020 as a result of the COVID-19
pandemic and reduction of business activity.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/899751/000089975121000048/twi-20210331.htm
About Titan
Titan International, Inc. -- http://www.titan-intl.com-- is a
global manufacturer of off-highway wheels, tires, assemblies, and
undercarriage products. Headquartered in Quincy, Illinois, the
Company globally produces a broad range of products to meet the
specifications of original equipment manufacturers (OEMs) and
aftermarket customers in the agricultural,
earthmoving/construction, and consumer markets.
Titan International reported a net loss of $65.08 million for the
year ended Dec. 31, 2020, compared to a net loss of $51.52 million
for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company
had $1.03 billion in total assets, $830.62 million in total
liabilities, $25 million in redeemable noncontrolling interest, and
$176.26 million in total equity.
* * *
As reported by the TCR on April 5, 2021, Moody's Investors Service
upgraded its ratings for Titan International, Inc., including the
company's corporate family rating to Caa1 from Caa3, the
probability of default rating to Caa1-PD from Caa3-PD and the
senior secured rating to Caa1 from Ca. The upgrades reflect
Moody's expectations that favorable demand recovery in Titan's end
markets, specifically agricultural equipment, will translate to
Moody's adjusted EBITDA margin near 5% (from 3% in 2020) and
material deleveraging in 2021 to about 7x debt/EBITDA (from above
13x in 2020).
TOWNE & TERRACE: Case Summary & 16 Unsecured Creditors
------------------------------------------------------
Debtor: Towne & Terrace Corp.
P.O. Box 26451
Indianapolis, IN 46226
Business Description: Towne & Terrace Corp. is engaged in
activities related to real estate.
Chapter 11 Petition Date: May 12, 2021
Court: United States Bankruptcy Court
Southern District of Indiana
Case No.: 21-02161
Judge: Hon. James M. Carr
Debtor's Counsel: Andrew Kight, Esq.
JACOBSON HILE KIGHT LLC
108 E. 9th Street
Indianapolis, IN 46202
Tel: 317-608-1132
Email: akight@jhklegal.com
Total Assets: $1,599,365
Total Liabilities: $59,594
The petition was signed by Josh McDermott, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 16 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/NFLJSNA/Towne__Terrace_Corp__insbke-21-02161__0001.0.pdf?mcid=tGE4TAMA
TRI-STATE SPORTS: Court Approves Disclosure Statement
-----------------------------------------------------
Judge Mark X. Mullin approved the Disclosure Statement explaining
the Plan of Reorganization of Tri-State Sports Entertainment, Inc.,
as containing adequate information.
Judge Mullin fixed June 16, 2021, as the (i) last day for filing
and serving written acceptances or rejections of the Plan in the
form of a ballot, and (ii) the last day for filing and serving
written objections to confirmation of the Plan.
The confirmation hearing will be on June 23, 2021, at 1:30 p.m. at
501 Tenth Street, First Floor, Fort Worth, Texas via Webex at
https://us-courts.webex.com/meet/mullin.
A copy of the Order is available for free at https://bit.ly/3y0uIhJ
from PacerMonitor.com.
About Tri-State Sports Entertainment
Tri-State Sports Entertainment, Inc., sought protection under
Chapter 11 of the US Bankruptcy Code (Bankr. N.D. Tex. Case No.
20-42675) on August 25, 2020, disclosing under $1 million in both
assets and liabilities. Eric A. Liepins, Esq., is the Debtor's
counsel.
TRILOGY INTERNATIONAL: Fitch Affirms 'CCC+' LongTerm IDR
--------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) of Trilogy International Partners, Inc. (TIP Inc.) and its
subsidiaries, Trilogy International Partners, LLC (Trilogy) and
Trilogy International South Pacific LLC (TISP) at 'CCC+'. Fitch has
also affirmed Trilogy's senior secured notes at 'CCC+'/'RR4' and
$50 million TISP senior secured notes rated 'B+'/'RR1'.
The affirmation of Trilogy's ratings reflects the company
announcement of a proposed exchange offer and consent solicitations
that extend the debt maturity to May 2023. Fitch views the
announcement as a credit positive that provides additional runway
to pursue additional strategic actions including asset
monetizations that reduce HoldCo level debt and further
refinancings as Trilogy looks to create a more sustainable capital
structure.
Fitch anticipates following the exchange offer and consent
solicitation if completed on June 3, 2021 assigning a rating to the
new exchanged $357 million TISP secured notes at 'CCC+'/'RR4'.
KEY RATING DRIVERS
Exchange Transaction Positive: The transaction involves an exchange
offer and consents solicitation that would extend maturities by
approximately 12 months for the exchanged Trilogy $350 million
secured notes due May 2022, subject to a 75% minimum participation
threshold. Trilogy has announced approximately 79.5% of existing
noteholders have agreed or indicated their intention to tender
existing notes.
Concurrently with the commencement of the exchange offer, TISP is
soliciting consents to amend the note purchase agreement for the
outstanding $50 million TISP secured notes due 2022 that extends
maturities by approximately 12 months subject to 100%
participation. Trilogy has announced 100% of existing noteholders
have agreed or indicated their intention to tender existing notes.
Additionally, some of these noteholders have committed to backstop
the transaction and acquire their respective pro rata share for any
Trilogy secured notes that remain outstanding after the completion
of the exchange offer at par. The new notes will be guaranteed by
Trilogy LLC, Trilogy International South Pacific Holdings LLC
(TISPH) and the direct parent of TISP and certain other
subsidiaries of Trilogy. The notes will be secured by
first-priority liens on all of the equity interests of TISPH, TISP
and TISP Finance.
The terms of the proposed transaction would address Trilogy's
near-term debt maturities in 2022 and would provide additional
runway and added flexibility to pursue additional strategic actions
including asset monetizations that reduce HoldCo level debt and
further refinancings as Trilogy looks to create a more sustainable
capital structure.
Inefficient OpCo/HoldCo Structure: The corporate structure is less
than optimal when upstreaming dividends due to cash leakage from
withholding taxes and minority interest distributions in both
Bolivia and New Zealand. Upstreaming dividends are also subject to
FX risk. NuevaTel was historically a dividend contributor and paid
dividends of more than USD300 million to Trilogy since 2008.
However, due to the deterioration in the Bolivian operations,
Trilogy became solely reliant on distributions from New Zealand
operations.
Consequently, Trilogy pursued a $50 million debt issuance at TISP
in late 2020 to improve liquidity reserves that are being used for
HoldCo debt servicing costs and allows 2degrees more flexibility to
make growth-related investments during 2021 to improve its
competitive position. Fitch anticipates Trilogy should have
sufficient liquidity to fund HoldCo operating costs including debt
servicing during 2021.
Good Momentum in New Zealand: Prior to the coronavirus pandemic,
the New Zealand operations demonstrated good operational momentum
with post-paid churn declining close to historical levels,
increased post-paid subscribers and expanded EBITDA margins.
2degrees' market challenger strategy has enabled the company to
take market share from the incumbents. 2degrees is focused on
growing its postpaid share, increasing penetration in the business
sector, increasing bundled broadband growth and leveraging 5G/fixed
wireless strategy. Operational results for 2020 were solid as
2degrees took cost actions to help offset the reduction in
international roaming revenues. On an organic basis, service
revenue and EBITDA during 2020 increased 8% (6% reported) and 13%
(5% reported), respectively.
Bolivian Operations Challenged: Significant cash flow deterioration
occurred in the Bolivian operations during the past several years.
This was due to the competitive environment from mobile number
portability, social unrest from political instability and
aggressive promotional offers resulting in significant subscriber
and ARPU erosion and more recently, the coronavirus pandemic. As a
result, 2020 EBITDA declined to approximately USD6.6 million from
approximately USD82 million in 2016. While subscriber results
stabilized during the latter half of 2020, significant operating
uncertainty remains for 2021 given the current operating
environment in Bolivia.
DERIVATION SUMMARY
Trilogy's 'CCC+' rating reflects its small scale, material exposure
to the higher risk operational environment in Bolivia, challenger
brand strategy, low profitability and constrained financial
profile. 2degrees in New Zealand and NuevaTel in Bolivia compete
against much larger peers in three-competitor markets. Both
operating companies maintain market share in the low- to mid-20%
range with substantial exposure in both markets to lower-valued
prepaid subscribers. In early 2020, 2degrees entered into a network
sharing arrangement which supports a more efficient capital
deployment.
The ratings are not constrained by Bolivia's operating environment
or Country Ceiling of 'B', but the company is wholly exposed to FX
fluctuations due to its reliance on servicing HoldCo debt from
international operations, although the Bolivian boliviano is pegged
to the U.S. dollar.
2degrees competes with a former operating subsidiary of Vodafone
Group Plc (BBB/Stable) in New Zealand, which has more expansive
scale and financial resources. Vodafone sold the operations in 2019
to a New Zealand infrastructure company and Canadian asset
management firm.
In Bolivia, NuevaTel competes against Tigo, S.A., an operating
subsidiary of Millicom International Cellular S.A. (MIC;
BB+/Stable), which has a much stronger business and financial
profile.
Millicom's ratings reflect geographic diversification, strong brand
recognition and network quality, all of which contributed to
leading positions in key markets, a strong subscriber base, and
solid operating cash flow generation. In addition, the rapid uptake
in subscriber data usage and Millicom's ongoing expansion into the
underpenetrated fixed-line services bode well for medium- to
long-term revenue growth. Despite the company's diversification
benefits, Millicom's ratings are tempered by the issuer's presence
in countries in Latin America with low sovereign ratings and low
GDP per capita. Millicom's ratings incorporate Fitch's expectation
that the company will reduce net leverage below 3.0x in the short
to medium term, backed by solid cash flow generation with net
leverage expected to reach 2.7x by 2022.
Oi S.A.'s (CCC+) is another telecom peer with ratings that reflect
its restructured financial profile and the still-uncertain outlook
for its turnaround strategy following the reorganization of the
group's activities. Oi will concentrate on developing fiber optic
infrastructure, to be deployed for retail and wholesale (i.e. other
telecom operators) customers through the services segment. There
has been a sharp increase in the demand for high-speed internet in
Brazil, which has coincided with significant investments by Oi's
competitors (including the consortium of mobile buyers). Oi has
invested over 30% of revenues over the last 2 years, primarily on
upgrading its copper broadband network.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for the issuer in
2021:
-- Consolidated EBITDA in the range of USD110 to 120 million;
-- Capex above 2019 levels;
-- Consolidated ending cash in Bolivia, New Zealand and HoldCo
level between $50 million to $75 million;
-- A moderate FCF deficit;
-- Annual operating cash costs including debt service costs of
roughly USD45 million at the HoldCo level;
-- Core telecom leverage (debt/operating EBITDA adjusted for
financial services) in the upper 5x range.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Successful IPO of the New Zealand operations;
-- Debt repayment at TISP using proceeds from strategic
transactions combined with a refinancing of TISP notes that
improves sustainability of capital structure;
-- Improved FCF prospects with sufficient liquidity throughout
the organizational structure including HoldCo debt service
requirements combined with adequate flexibility to make
growth-related capital investments in New Zealand to sustain
2degrees' competitive position.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- The exchange and consents solicitation is not completed as
anticipated;
-- The inability to complete an IPO of the 2degrees operations;
-- Insufficient liquidity due to an inability, or any material
limitations, with upstreaming cash from operating
subsidiaries. This could include any unforeseen impediment,
regulatory or of another nature, in upstreaming cash to the
parent level;
-- Weaker than expected operating performance in New Zealand;
-- Further deterioration of operating performance in Bolivia.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Limited Liquidity Headroom: Trilogy's consolidated cash, cash
equivalents and restricted cash was approximately USD102.5 million
for 2020 (compared with USD78 million in 2019) including USD30.6
million held at 2degrees, USD34.4 million held at NuevaTel and
USD37.5 million held at the parent level. Trilogy also had
short-term investments of USD10.0 million. The fifty million
dollars debt issuance at TISP LLC during 4Q20 supports improved
near-term liquidity for debt service at the HoldCo level.
Trilogy does not have a revolving bank facility at the HoldCo level
and is subject to FX fluctuations that could negatively affect debt
servicing costs at the HoldCo. The company has suspended the
dividend at Trilogy International Partners, Inc. of CAD0.02 per
common share, roughly CAD1 million.
Covenants: The consolidated leverage debt incurrence covenant, less
than or equal to 4.0x, in the HoldCo secured notes, limits
additional debt within Trilogy's capital structure. However,
carveouts within the indentures offer some additional debt
flexibility. Carveouts include debt at the Bolivian subsidiary of
USD50 million, permitted receivables financing not to exceed NZD50
million, indebtedness at 2degrees not to exceed the greater of an
aggregate total debt of NZD245 million, or on a pro forma basis,
consolidated leverage of 2.0x, after incurrence of additional debt
and carveouts for spectrum.
The TISP LLC note purchase agreement includes a covenant requiring
TISP to make an offer to purchase the TISP 2022 notes with any
excess sale proceeds received in connection with an asset sale by
Trilogy LLC, TISPH, TISP or any of TISP's subsidiaries (including
2degrees). TISP is not required to make an offer to purchase the
TISP 2022 Notes in connection with a sale of NuevaTel. However,
Trilogy LLC is not permitted to directly or indirectly consummate a
sale of NuevaTel unless the consideration payable in such sale
exceeds $75 million.
OpCo Capital Structures: Both 2degrees and NuevaTel operations have
local facilities agreements to provide local debt capacity for
operational support. 2degrees completed a bank syndication for a
new three-year senior facilities agreement in February 2020 with an
upsized aggregate commitment for NZD285 million, or USD183 million
based on FX in June 2020, from NZD250 million.
The agreement consists of a NZD235 million, or USD169.5 million,
facility that was fully drawn at closing with no amortization
requirements, a NZD30 million investment facility or USD21.6
million, that was fully drawn at the end of 2020, and a NZD20
million working capital facility or USD14.4 million that was fully
drawn.
The senior facilities agreement provides for an uncommitted NZD35
million accordion facility that can be used to fund capex. 2degrees
has substantial cushion under its main covenants, including net
leverage of not greater than 3.00x until Dec. 31, 2020; 2.75x from
Jan. 1, 2021 to Dec. 31, 2021; and 2.50x thereafter. 2degrees must
also maintain a total interest coverage ratio of not less than
3.0x. An additional covenant limits permitted distributions to 100%
of FCF and requires a leverage ratio of 2.0x, immediately following
the permitted dividend distribution.
NuevaTel has two bank loans totaling USD7 million and USD8 million
at the time of the initial draw with modest amortization
requirements that mature in 2022 and 2023, respectively. The amount
outstanding was USD4.4 million and USD6.2 million, respectively, as
of Dec. 31, 2020. The 2022 and 2023 bank loan agreements do not
contain financial covenants. The bank loans have no recourse to TIP
Inc. or its subsidiaries other than NuevaTel.
In August 2020, NuevaTel commenced a two series bond offering of up
to USD24.2 million. NuevaTel raised $20.1 million through this
issuance process. NuevaTel used net proceeds to repay existing
indebtedness with the remaining proceeds available for capex. The
bonds will be secured with certain sources of NuevaTel cash flows.
The bonds contain certain financial covenants including a debt
service ratio. The debt service ratio will be applicable starting
with the 1Q22. The bonds have no recourse to TIP Inc. or its
subsidiaries other than NuevaTel.
Recovery Assumptions
The recovery analysis assumes Trilogy would be considered a going
concern in a bankruptcy and the company would be reorganized rather
than liquidated. Fitch assumed a 10% administrative claim. The
Recovery Rating (RR) considers the Holdco debt's structural
subordination to the local operating subsidiaries' debt. Fitch
believes the recovery analysis for Trilogy is best performed using
a "sum of the parts" approach, where a waterfall analysis for
recovery is performed individually for each operating subsidiary
and rolled up to the parent level.
Consequently, Fitch determined a going-concern EBITDA for each
operating subsidiary. The recovery also considers the minority
stakes at each operating subsidiary and assigns a proportionate
EBITDA to Trilogy. Fitch's recovery analysis includes an additional
discount related to the withholding tax the company is subject to
in Bolivia of 12.5% and New Zealand of 7.5%.
The going-concern EBITDA assumes both depletion of the current
position to reflect the distress that provoked a default and a
level of corrective action Fitch assumes would have occurred during
restructuring or would be priced into a purchase price by potential
bidders. The recovery analysis reflects a scenario in which EBITDA
declines as a result of continued erosion of the subscriber base in
Bolivia. This is due to aggressive price discounting by the larger,
financially stronger competitors that causes a repricing of the
subscriber bases and additional challenges for Bolivia, which could
be due to a combination of country risk factors including
political, social, economic and legal.
For the Bolivian operations, the LTM EBITDA as of Dec. 31, 2020 was
approximately USD7 million. Fitch believes the ongoing political
instability and social unrest and competitive environment, combined
with the negative effects from the coronavirus pandemic, provides
limited clarity on the going-concern EBITDA. This increases the
uncertainty around any assumptions for the ongoing enterprise
valuation.
For the New Zealand operations, the going-concern EBITDA of USD89
million, represents an approximate 20% decline to 2020 EBITDA. This
compares with USD80 million previously. The going-concern EBITDA
considers 2degrees' good operating momentum that has steadily taken
share with a good competitive position in New Zealand's stable
three-player operating environment. The GC assumptions also
considers the structural improvements undertaken and the depressed
roaming revenue related to the coronavirus pandemic. Fitch believes
the going-concern EBITDA represents the level of sustainable cash
flow to support required investments for network infrastructure and
the expected spectrum payments to maintain its competitive
position.
Fitch views the multiple for NuevaTel based on the range of
allowable multiples (2.0x to 6.0x) as below the midpoint for the
Latin American region. The multiple reflects the challenges with
the current uncertainty and instability in the operating/political
environment, small player and the state of the company's business
model, which experienced significant operational disruption and
loss of market share during the past couple of years.
New Zealand's multiple of 6.0x which is at the upper end of the
2.0x to 6.0x recovery band for the APAC region reflects the
2degrees market position, growth prospects, good profitability,
supportive industry dynamics and the country's better ranking, in
creditor friendly policies, and general enforceability. The
multiples compare with the U.S. Corporates 5.9x median Technology,
Media and Telecommunications emergence enterprise value/forward
EBITDA multiple.
For issuers with assets in multiple jurisdictions, the cap analysis
is weighted by the country or countries in which the economic value
of that issuer's business could be realized. When the country of
incorporation of the parent company exhibits a lower cap than the
average of the countries in which the preponderances of assets are
located, the lower cap of the holding company's jurisdiction would
apply only if Fitch believes the recovery process would be
negatively affected, directly or indirectly, by any legal processes
at the parent company level.
New Zealand is in Group A with no ratings cap while Bolivia is in
Group D with a ratings cap of 'RR4'. Fitch has assumed no recovery
value is available from NuevaTel based on the limited clarity and
uncertainties discussed above. Consequently, given that Fitch's
recovery contemplates that all of the economic value resides in the
New Zealand operations, recoveries could be up to a 'RR1'.
The above assumptions result in a recovery notching for the $50
million TISP secured notes at 'RR1' and the $350 million Trilogy
senior secured notes at 'RR4'.
SUMMARY OF FINANCIAL ADJUSTMENTS
-- Adjustments for factoring and outstanding handset receivables
related to FS operations that Fitch brought back on balance
sheet (assessed using a debt-to-equity ratio of 1x);
-- Fair value of debt adjusted to reflect debt amount payable at
maturity;
-- Readily available cash excludes restricted amounts and cash in
Bolivia;
-- In calculating leverage metrics, EBITDA is reduced to reflect
any dividends to minorities.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
TWINS SPECIAL: Taps Scott Peck CPA as Tax Preparer
--------------------------------------------------
Twins Special, LLC has requested retroactive approval from the U.S.
Bankruptcy Court for the Southern District of California to employ
and compensate Scott Peck, CPA & Associates, Inc.
Scott Peck prepared the federal and state tax returns for the tax
years 2015 to 2019 for Twins Special and related entity, Avalanche
Company. The firm charged a total of $7,500 for its services.
Christopher Mechling, one of the owners of Twins Special, paid the
firm $2,000 from his own funds, leaving a $5,500 balance, which is
still outstanding. Twins Special has agreed to pay the outstanding
$2,500, with the other $3,000 to be paid by Avalanche.
As disclosed in court filings, Scott Peck does not represent
interests materially adverse to the Debtor and its bankruptcy
estate.
The firm can be reached through:
Scott Peck, CPA
Scott Peck CPA & Associates, APC
613 W Valley Pkwy #305
Escondido, CA 92025
Phone: +1 760-466-2000
About Twins Special
San Diego, Calif.-based Twins Special, LLC was formed in 2010 to
hold, manage, license and enforce certain intellectual property
rights.
Twins Special sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Calif. Case No. 20-01230) on March 3, 2020. At
the time of the filing, the Debtor disclosed assets of between $1
million and $10 million and liabilities of the same range. Judge
Christopher B. Latham oversees the case. The Debtor is represented
by the Law Office of Bruce R. Babcock, Esq.
UNIVERSAL HEALTH: Fitch Affirms 'BB+' LT IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed Universal Health Services, Inc.'s (UHS)
ratings, including the Long-Term Issuer Default Rating (IDR), at
'BB+' and senior secured debt ratings at 'BBB-'/'RR1'. The Rating
Outlook is Stable.
KEY RATING DRIVERS
Manageable Coronavirus Implications: UHS has sufficient headroom in
the 'BB+' rating if operational recovery from the pandemic is
prolonged beyond Fitch's current expectations of a strong recovery
in elective patient volumes in 2H21. The U.S. experienced waves of
escalated COVID-19 cases in the fourth quarter of 2020 and January
2021 that caused elective and ER volumes to remain muted. Fitch
expects the administration of COVID-19 vaccines to assist in the
easing of COVID-related admissions, which in turn should enable
ongoing recovery of admission volumes. Volume headwinds have not
had as material of an effect on revenues due to favorable pricing
and higher acuity mix.
Sustainably Low Debt Leverage: Fitch expects UHS will operate with
leverage (gross debt/EBITDA after net distributions to associates
and minorities) of around 2x through the forecast period, which is
broadly consistent with pre-pandemic levels. UHS' 'BB+' IDR
reflects that it has traditionally maintained the lowest leverage
among Fitch-rated hospital companies (described in the Derivation
Summary), driven by management's relatively more conservative
balance sheet management and M&A strategy.
UHS has significant headroom relative to the negative rating
sensitivity for leverage should EBITDA prove to be volatile amid
the pandemic. Moreover, in the event of further pandemic-driven
weakness, Fitch would expect UHS to act prudently in regards to
capital allocation. UHS demonstrated its commitment to its
conservative financial policy by suspending its stock repurchase
program and dividends in April 2020 and did not resume dividend
payments until 1Q21.
Diversification, Stability from Behavioral Health: UHS operates
acute care hospitals and a behavioral health segment, which
provides revenue diversification as well as improved financial
stability and profitability. Fitch assumes organic growth from both
admissions and rates will drive revenue growth in the mid-single
digits. Fitch assumes margins will be stable over the ratings
horizon as the behavioral segment continues to benefit from
improving parity between payers' coverage of care relative to the
general acute segment.
Post-Pandemic Margin Headwinds: UHS adapted operations to manage
the business disruption effects of coronavirus on operations
through initiatives like telehealth. This helps minimize the
effects of localized outbreaks of the virus on patient volumes. The
longer-term effect of the economic disruption caused by the
pandemic on healthcare consumers is less certain. Fitch assumes UHS
will continue to perform well in terms of volumes and commercial
pricing, due in large part to its strong market shares in favorable
urban markets where volumes tend to be weighted toward a
higher-acuity patient mix. However, UHS's markets may exhibit more
economic cyclicality over time due to the services-oriented
employment markets in Las Vegas and Southern California.
Flexibility from Solid Cash Flows: Fitch expects FCF will sustain
generally within $400 million to $500 million per year. These
levels compare with $712 million and $588 million for the years
ended 2019 and 2018, respectively. FCF in 2021 will likely be
negative due to the repayment of $695 million in Medicare
Accelerated payments in March 2021 and the payment of deferred
payroll taxes.
Benign Regulatory Environment: Under the Trump administration, the
Affordable Care Act (ACA) remained a target of legal challenges,
but the Biden administration has demonstrated via executive orders
that it intends to protect and strengthen the ACA and Medicaid
programs. Fitch believes the ACA has had a slightly positive effect
on the financial profile of most healthcare issuers. Census data
from 2019 reported that 8.5% of Americans are without health
insurance, down about 500bp from before the ACA's insurance
expansion took effect, but up for the first time since 2008.
ACA Insurance Expansion Anticipated: The Supreme Court will issue a
ruling that will have broad implications for the future of the ACA
during 2021. Fitch believes that based on questions and comments by
the U.S. Supreme Court Justices during oral arguments on Nov. 10,
2020, there is a good chance the court's ruling will be favorable
for the survival of the legislation. In the event the ruling
threatens the sustainability of the ACA, Congress could act to
support it through legislative action. The Biden administration has
so far quickly worked to repeal certain Trump era measures to limit
access to care by reopening enrollment in ACA exchange plans and
directing government agencies to re-examine measures that reduce
coverage or undermine the Medicaid program.
DERIVATION SUMMARY
UHS's 'BB+' IDR reflects the company's strong financial profile
resulting from low leverage, ample liquidity and strong operating
margins. The company's operating profile is strong with operations
focused in urban and large suburban markets, which have better
organic growth prospects than rural and suburban markets. UHS's
markets may exhibit more economic cyclicality than others. UHS is
also diversified in its revenue stream, with approximately half of
net revenues coming from its inpatient behavioral health segment.
UHS's operating position and low leverage are the primary factors
that distinguish its ratings from lower rated peers such as Tenet
Healthcare Corp. (B/Stable) and Community Health Systems (CCC). UHS
is rated the same as HCA, Inc., which Fitch views as having a
strong competitive position and market leading access to capital
offset by higher leverage.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for the issuer
include:
-- High single-digit revenue growth in 2021 assuming more
consistent volumes than in 2020 and low single digit growth
thereafter;
-- Fitch's revenue and EBITDA forecast for UHS does not include
CARES Act or other fiscal stimulus grant funding;
-- EBITDA margins rebound in 2021, but persist lower than 2019
over the ratings horizon assuming some cost inflation and a
potentially weaker payor mix;
-- There is no notable change to the company's cash conversion
cycle;
-- Capital allocation (capex, dividends, share repurchases)
normalize in 2021.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Leverage (gross debt to operating EBITDA after distributions
to associates and minorities) sustaining below 2x;
-- CFO less capex to gross debt sustaining above 12%;
-- Positive momentum would also likely require a more specific
financial policy.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Leverage expected to be sustained above 3.0x;
-- CFO after capex-to-gross debt below 8%.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Good Financial Flexibility: UHS's liquidity profile is solid for
the 'BB+' IDR. Sources of liquidity ($1.2 billion in cash, $1
billion in revolver capacity and assumed $400 million-$500 million
in free cash flow) are sufficient to repay the Medicare Advances
and deferred payroll taxes and the $225 million that was
outstanding at March 31, 2021 on the now terminated accounts
receivable securitization. UHS' next maturity is the $1.9 billion
term loan A due October 2023.
Debt Issue Notching: Recovery Ratings for UHS's instruments are
assigned based upon Fitch's notching guidance for issuers with 'BB'
category IDRs, reflecting average recovery characteristics of
similar-ranking instruments.
ESG CONSIDERATIONS
UHS has an ESG Relevance Score of '4' for Exposure to Social
Impacts due to pressure to contain healthcare spending growth;
highly sensitive political environment, and social pressure to
contain costs or restrict pricing which has a negative impact on
the credit profile, and is relevant to the rating in conjunction
with other factors.
UHS has an ESG Relevance Score of '4' for Governance Structure due
to the significant control the Miller family has via its ownership
and the relative voting rights of different share classes.
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
URBAN MEDICAL: Patient Care Ombudsman Files 4th Interim Report
--------------------------------------------------------------
Virginia M. Plaza, Patient Care Ombudsman for Urban Medical Center,
Inc., filed with the Bankruptcy Court on May 7, 2021, her Fourth
Interim Report summarizing her evaluation on the quality of patient
care provided post-petition by Urban Medical Center from March 6,
2021 through May 6, 2021.
The PCO spoke with Dr. Ucheagwu, the Debtor's principal, about the
then denied health insurance payments for patient care provided by
the nurse practitioner, MaryAnne Dirige, and Dr. Ucheagwu. Dr.
Ucheagwu indicated that most of the claims submitted by the
practice were denied going back through August 2020. The reasons
for the denials are not very clear. Lack of reimbursements creates
a cash flow issue with the potential to impact staffing and
therefore, patient care in a community that is considered medically
underserved.
Due to the reimbursement issue, the nurse practitioner, MaryAnne
Dirige was released. Dr. Ucheagwu said he may stop seeing patients
at the Martin Luther King, Jr., office, and ask those patients to
schedule appointments at the Bergen Ave office. Dr. Ucheagwu has
hired a new billing company, Microwize, which works with the
offices' medical record and billing software. Microwize may be
able to re-bill and submit corrected denied claims back through
August 2020. However, there may not be an ability to recapture the
revenue from all the denied claims.
A copy of the Fourth Interim Report is available for free at
https://bit.ly/3uydIx6 from PacerMonitor.com.
The Patient Care Ombudsman is represented by:
Jeffrey A. Cooper, Esq.
RABINOWITZ, LUBETKIN & TULLY, LLC
293 Eisenhower Parkway, Suite 100
Livingston, NJ 07039
Telephone: (973) 597-9100
About Urban Medical Center
Urban Medical Center, Inc., is a medical group practice located in
Jersey City, N.J., that specializes in Family Medicine.
Urban Medical Center, Inc., filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 20-19750) on Aug. 20, 2020. In the petition signed
by Hyacinth Ucheagwu, MD, principal, the Debtor was estimated to
have $500,000 to $1 million in assets and $1 million to $10 million
in liabilities. The Debtor hired Rabinowitz Lubetkin & Tully, LLC,
as counsel.
VIRTUS INVESTMENT: Moody's Raises CFR to Ba1, Outlook Stable
------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
and senior secured debt rating of Virtus Investment Partners, Inc.
to Ba1 from Ba2. The rating agency also upgraded the company's
probability of default rating to Ba1-PD from Ba2-PD and changed the
outlook on the ratings to stable.
A summary of the rating action follows:
Virtus Investment Partners, Inc.:
Corporate Family Rating, upgraded to Ba1 from Ba2
Probability of Default Rating, upgraded to Ba1-PD from Ba2-PD
$100 million Revolving Credit Facility, upgraded to Ba1 from Ba2
$199.8 million Term Loan, upgraded to Ba1 from Ba2
Outlook changed to stable from positive
RATINGS RATIONALE
The upgrade of Virtus' ratings reflects its improved operating
performance and deleveraging over the past year. Broad based asset
flows into the business, along with improved financial markets,
have driven the company's asset growth and expanded its revenues.
In 2020 and the first quarter of 2021, Virtus had positive net
flows of $5.1 billion and $2.4 billion, respectively. Virtus has
used its additional cash flows to reduce leverage to less than one
times debt-to-EBITDA, as adjusted by Moody's, for the last twelve
months ended March 31, 2021 from 1.6x for the prior year period.
The upgrade also reflects the company's enhanced retail market
position with its recently closed partnership with Allianz Global
Investors, LLC. The debt-neutral transaction diversifies Virtus'
investment capabilities, improves its retail presence, and is
accretive to earnings. The partnership offers an alternative model
to M&A for subscale peers that wish to continue playing in the US
asset management sector.
Virtus' Ba1 CFR reflects its modest use of leverage, solid
profitability and diverse suite of investment product offerings
provided by affiliates operating under its efficient multi-boutique
structure. Constraining the company's ratings is its concentrated
exposure to US equities, modest size relative to the broader
financial services sector, low diversity of its geographic
footprint and significant investment seeding program that adds
balance sheet risk to its otherwise solid financial profile.
Additionally, Virtus faces the industry-wide trend in fee
compression.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Virtus' ratings could be upgraded if: 1) scale as measured by the
company's revenues net of distribution and sub-advisory expenses
expand to over $750 million; or 2) there is a meaningful
improvement to the company's geographic footprint such that its
overall client base is diverse and global in nature; or 3) there is
greater equity coverage of risk-adjusted balance sheet investments;
or 4) average pre-tax income margins are sustained above 25%.
Conversely, factors that could lead to a downgrade of Virtus'
ratings include: 1) upsizing of the company's seeding program
and/or leverage is elevated above 2.0x, as computed by Moody's, for
a sustained period; 2) net client redemptions are in excess of 2%
per year; or 3) profitability as measured by the five-year pretax
income margin falls below the high single digits.
Virtus is a publicly traded multi-boutique asset manager
headquartered in Hartford, CT. At year-end 2020, the company had
assets under management of $132 billion and earned total revenues
of approximately $600 million.
The principal methodology used in these ratings was Asset Managers
Methodology published in November 2019.
WESTERN HERITAGE: July 1 Plan Confirmation Hearing Set
------------------------------------------------------
On May 10, 2021, debtor Western Heritage Investments, LLC, filed
with the U.S. Bankruptcy Court for the District of Idaho a First
Amended Disclosure Statement referring to a Plan.
On May 11, 2021, Judge Joseph M. Meier approved the Disclosure
Statement and ordered that:
* June 15, 2021, is fixed as the last day for filing written
acceptances or rejections of the Plan.
* July 1, 2021, at 9:30 a.m., at the courtroom of the United
States Bankruptcy Court, 550 W. Fort St, Boise, Idaho is the
hearing on confirmation of the Plan.
* June 15, 2021, is fixed as the last day for filing and
serving written objections to confirmation of the Plan.
A full-text copy of the order dated May 11, 2021, is available at
https://bit.ly/2Req0fB from PacerMonitor.com at no charge.
Attorney for the Debtor:
MARTELLE, GORDON & ASSOCIATES
Martin J. Martelle
Luke Gordon
5995 W. State St. Ste A
Boise, ID 83703
Telephone: (208)938-8500
Facsimile: (208)938-8503
Email: attorney@martellelaw.com
About Western Heritage Investments
Western Heritage Investments, LLC, is the owner of a fee simple
title to a property located in Vale, Ore., valued at $1.2 million.
Western Heritage Investments filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No.
20-01051) on Dec. 10, 2020. Baljit Nanda, the managing member,
signed the petition.
At the time of the filing, the Debtor disclosed $1,200,000 in total
assets and $560,142 in total liabilities.
Judge Joseph M. Meier oversees the case. Martelle, Gordon &
Associates, led by Martin J. Martelle, Esq., serves as the Debtor's
legal counsel.
WILDFIRE INC: Stipulation on Cash Collateral Access OK'd
--------------------------------------------------------
In the Chapter 11 case of Wildfire Inc., the U.S. Bankruptcy Court
for the Central District of California, Los Angeles Division, has
entered an order granting the Second Stipulation to Amend
Stipulated Order Granting Cash Collateral Motion on a Final Basis
on the Terms and Conditions Set forth in the Stipulation: (1)
Authorizing Debtor to Use Cash Collateral on a Final Basis; and (2)
Granting Adequate Protection to Secured Creditors. The Stipulation
was entered into by and between Wildfire Inc., JPMorgan Chase Bank,
NA and the United States Small Business Administration.
As previously reported by the Troubled Company Reporter, the Debtor
sought to update the Budget based upon the Debtor's increased order
and related expenses and provide for payment of the Debtor's tax
accountant. The Debtor received a new large purchase order which it
cannot accommodate under the constraints of the Amended Final Cash
Collateral Order.
A copy of the order is available for free at https://bit.ly/3bfflbv
from PacerMonitor.com.
About Wildfire Inc.
Wildfire Inc. -- https://wildfirelighting.com/ -- has focused on
creating innovative products designed to produce
audience-captivating black light visual effects.
Wildfire filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Calif. Case Np. 21-10161) on
Jan. 11, 2021. John Berardi, chief executive officer, signed the
petition. At the time of filing, the Debtor disclosed $1,166,843
in assets and $738,105 on liabilities.
Judge Sandra R. Klein presides over the case.
Portillo Ronk Legal Team serves as the Debtor's legal counsel.
WOOD COUNTY HOSPITAL: Moody's Affirms Ba3 Rating on $54MM Debt
--------------------------------------------------------------
Moody's Investors Service has affirmed Wood County Hospital
Association's (OH) (WCHA) Ba3 rating affecting approximately $54
million of debt. The outlook has been revised to stable from
negative.
RATINGS RATIONALE
The Ba3 affirmation reflects Moody's expectations that WCHA will
continue to improve performance through its multi-faceted
turnaround plan resulting in increased headroom to financial
covenants. Expectations of sustained margins will be driven by
newly employed physicians resulting in increased volume and the
expansion of service line offerings through a strategic partnership
with a large, independent multi-specialty physician group. Further,
WCHA's excellent liquidity will continue to strengthen given
manageable capital spending plans. While the on-going COVID-19
pandemic has disrupted volumes to-date, the impact has been
somewhat mitigated by federal stimulus funding and expense
mitigation strategies. Offsetting considerations include increasing
competition from larger Toledo systems, significant losses in
WCHA's physician group, and elevated leverage metrics.
RATING OUTLOOK
The revision of the outlook to stable from negative reflects
durability of turnaround initiatives. Additionally, the outlook
expects the maintenance of excellent liquidity and improved
leverage metrics as capital spending remains manageable and no new
debt is anticipated.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING
- Durability of margins
- Significant improvement of leverage metrics
- Sustained market share in light of increasing competition
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING
- Inability to sustain operating performance improvement or
reduced headroom to financial covenants
- Material reduction in liquidity
- Further weakening of debt metrics
- Volume instability which adversely affects operations
LEGAL SECURITY
The Series 2012 bonds are secured by a joint and several gross
revenue pledge of the Obligated Group. Obligated Group members
include Wood County Hospital Association, Wood County Women's Care
of Bowling Green, LLC (an OB/GYN physician practice), Wood Health
Company, LLC (a physician practice), and Falcon Health Center,
LLC.
The Series 2012 bonds are supported by a debt service reserve fund,
but a mortgage pledge is not included.
Debt covenants include 1.10 times maximum annual debt service
coverage and 90 days cash on hand. Management reports ample
headroom to both covenants, with reported maximum annual debt
service coverage of 3.5 times and 323 days cash on hand as of
December 31, 2020.
WCHA recently secured two privately placed bonds as part of an
advance partial refunding of the Series 2012. Covenants include 1.2
times debt service coverage measured semi-annually, 90 days cash on
hand measured annually and 60% debt-to-cap measured semi-annually.
PROFILE
Wood County Hospital Association includes a 196-bed acute care
hospital, a general physician group with 25 providers, an OB/GYN
practice and the student health center on the Bowling Green State
University campus. The hospital offers a variety of inpatient and
outpatient services that include a 24-hour emergency room,
inpatient and outpatient surgery, inpatient ICU, and a sleep lab.
METHODOLOGY
The principal methodology used in this rating was Not-For-Profit
Healthcare published in December 2018.
WORKHORSE GRADING: Files Emergency Bid to Use Cash Collateral
-------------------------------------------------------------
Workhorse Grading and Construction, Inc. asks the U.S. Bankruptcy
Court for the Eastern District of North Carolina, Raleigh Division,
for entry of an order determining the extent of creditors' lien on
cash collateral and, as necessary, authorizing the Debtor to use
cash collateral.
The Debtor needs to use its post-petition income for its
operations. Without the use of this cash, the Debtor says it will
suffer immediate irreparable harm.
Due to the nature of its current business model, the Debtor says it
does not maintain accounts receivables. It sells its product as it
is collected and transported to the buyer. Therefore, at the time
of the filing of the case, the Debtor held no accounts receivable
that could result in cash collateral of its lenders.
The Debtor has identified two lenders that have filed UCC-1
financing statements claiming a lien that would include cash
collateral, if such assets were present.
The first priority lender is People's United Equipment Finance,
which is currently owed a balance of approximately $217,000 from
the financing of equipment purchases.
The second priority lender is Direct Capital/CIT Group, which is
currently owed a balance of approximately $124,704 from the
financing of equipment purchases.
The Debtor submits that no such cash collateral existed on the
Petition Date and the lenders' liens are not extended to
post-petition property as the new cash is not related back to
pre-petition collateral.
Furthermore, the Debtor's information was that these were equipment
loans and the Debtor does not concede that the financing statements
as filed are consistent with the security agreements they are
purport to represent.
Alternatively, the Debtor submits that the estate's tangible assets
are approximately $2.5 million while its total liabilities,
including the debt owed to these lenders, is $1.5 million. So, to
the extent the Court finds these lenders do have rights in cash
collateral, those interests are adequately protected by their
equity cushions.
To the extent the Court finds it necessary to provide adequate
protection to one or both lenders, the Debtor agrees to grant a
replacement lien in post-petition collateral to the same extent as
existed pre-petition, up to the value of the pre-petition
collateral. The Debtor submits this would protect the lender from
any diminution or loss in this matter.
A copy of the motion is available for free at
https://bit.ly/3hifSwY from PacerMonitor.com.
About Workhorse Grading and Construction, Inc.
Workhorse Grading and Construction, Inc. operates a logging
operation clearing trees and selling the timber on a cash and carry
basis. It sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. E.D.N.C. Case No. 21-01078-5) on May 7, 2021. In the
petition signed by Wayland J. Plyler, president, the Debtor
disclosed up to $10 million in both assets and liabilities.
JM Cook at J.M. Cook, P.A. is the Debtor's counsel.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Elite Auto Restoration Inc.
Bankr. W.D. Va. Case No. 21-60537
Chapter 11 Petition filed May 4, 2021
See
https://www.pacermonitor.com/view/ACN6GUI/Elite_Auto_Restoration_Inc__vawbke-21-60537__0001.0.pdf?mcid=tGE4TAMA
represented by: Dale Jensen, Esq.
DALE JENSEN, PLC
E-mail: djensen@jensenjustice.com
In re Cuoco Structural Engineers, LLC
Bankr. D. Conn. Case No. 21-50305
Chapter 11 Petition filed May 5, 2021
See
https://www.pacermonitor.com/view/DT2FZQY/Cuoco_Structural_Engineers_LLC__ctbke-21-50305__0001.0.pdf?mcid=tGE4TAMA
represented by: Scott M. Charmoy, Esq.
CHARMOY & CHARMOY
E-mail: scottcharmoy@charmoy.com
In re Brian James Nielsen
Bankr. M.D. Fla. Case No. 21-02095
Chapter 11 Petition filed May 5, 2021
represented by: Jeffrey Ainsworth
In re True Pentecostal Assemblies World Wide, Inc
Bankr. M.D. Fla. Case No. 21-02086
Chapter 11 Petition filed May 5, 2021
See
https://www.pacermonitor.com/view/ZTNATBI/True_Pentecostal_Assemblies_World__flmbke-21-02086__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Capital Housing LLC
Bankr. N.D. Ind. Case No. 21-30599
Chapter 11 Petition filed May 5, 2021
See
https://www.pacermonitor.com/view/TLWYKOQ/Capital_Housing_LLC__innbke-21-30599__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Attention to Detail - Auto Detailing, LLC
Bankr. E.D. Ky. Case No. 21-50540
Chapter 11 Petition filed May 5, 2021
See
https://www.pacermonitor.com/view/AWPC4MY/Attention_to_Detail_-_Auto_Detailing__kyebke-21-50540__0001.0.pdf?mcid=tGE4TAMA
represented by: Matthew B. Bunch, Esq.
BUNCH & BROCK, PSC
Email: matt@bunchlaw.com
In re Matthew Wayne Stewart and Alice Jane Stewart
Bankr. D. Md. Case No. 21-13036
Chapter 11 Petition filed May 5, 2021
represented by: Brett Weiss, Esq.
THE WEISS LAW GROUP, LLC
In re Neuromechanical Pain Management Associates, LLC
Bankr. E.D. Pa. Case No. 21-11293
Chapter 11 Petition filed May 5, 2021
See
https://www.pacermonitor.com/view/UCGK7QA/Neuromechanical_Pain_Management__paebke-21-11293__0001.0.pdf?mcid=tGE4TAMA
represented by: Alexander Moretsky, Esq.
MORETSKY LAW
E-mail: amoretsky@moretskylaw.com
In re Mi Pequeno Angelito En El Rey De Los Nur
Bankr. D.P.R. Case No. 21-01420
Chapter 11 Petition filed May 5, 2021
See
https://www.pacermonitor.com/view/74QXIVI/MI_PEQUENO_ANGELITO_EN_EL_REY__prbke-21-01420__0001.0.pdf?mcid=tGE4TAMA
represented by: Juan C. Bigas-Valedon, Esq.
JUAN C. BIGAS VALEDON
E-mail: jcbigas@gmail.com
In re Ralph Crudup, Jr and Renee Latrail Crudup
Bankr. D. Ariz. Case No. 21-03498
Chapter 11 Petition filed May 6, 2021
represented by: Alan A. Meda, Esq.
BURCH & CRACCHIOLO PA
E-mail: ameda@bcattorneys.com
In re Marcus Nelson May
Bankr. N.D. Fla. Case No. 21-10086
Chapter 11 Petition filed May 6, 2021
represented by: Jason A. Burgess, Esq.
In re EJ Siding Gutters and Roof LLC
Bankr. D. Md. Case No. 21-13089
Chapter 11 Petition filed May 6, 2021
See
https://www.pacermonitor.com/view/7ACVBSQ/EJ_Siding_Gutters_and_Roof_LLC__mdbke-21-13089__0001.0.pdf?mcid=tGE4TAMA
represented by: Jeffrey R. Scholnick, Esq.
JEFFREY R. SCHOLNICK
E-mail: jscholnick@hoodandscholnick.com
In re Scott Albert Williams
Bankr. S.D. Miss. Case No. 21-50567
Chapter 11 Petition filed May 7, 2021
represented by: Douglas Engell, Esq.
In re Dick Stewart Anderson and Diana Sue Anderson
Bankr. D. Mont. Case No. 21-40028
Chapter 11 Petition filed May 6, 2021
In re K.A.F.&F Properties LLC
Bankr. D. Nev. Case No. 21-50348
Chapter 11 Petition filed May 6, 2021
See
https://www.pacermonitor.com/view/7IZAEAQ/KAFF_PROPERTIES_LLC__nvbke-21-50348__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Timothy C. Taylor and Erik Kudrna
Bankr. S.D. Cal. Case No. 21-01946
Chapter 11 Petition filed May 7, 2021
represented by: Gary Holt, Esq.
LAW OFFICES OF GARY HOLT
In re Chad W. Thomas and Lisa K. Thomas
Bankr. D. Neb. Case No. 21-40519
Chapter 11 Petition filed May 7, 2021
represented by: Wayne Griffin, Esq.
In re Diana E. Heimann and George Beck
Bankr. S.D.N.Y. Case No. 21-22267
Chapter 11 Petition filed May 7, 2021
represented by: Julie Curley, Esq.
In re Luis Alfredo Loperena Gonzalez and Drusila Morales Santiago
Bankr. D.P.R. Case No. 21-01446
Chapter 11 Petition filed May 7, 2021
represented by: Maria Teresa Frontera, Esq.
In re Wounded Healers Ministries, LLC
Bankr. E.D. Tenn. Case No. 10880
Chapter 11 Petition filed May 7, 2021
See
https://www.pacermonitor.com/view/HYY6LLY/Wounded_Healers_Ministeries_LLC__tnebke-21-10880__0001.0.pdf?mcid=tGE4TAMA
represented by: Richard L. Banks, Esq.
RICHARD BANKS & ASSOCIATES, P.C.
E-mail: rbanks@rbankslawfirm.com
In re TRMA Frisco II Inc.
Bankr. E.D. Tex. Case No. 21-40698
Chapter 11 Petition filed May 7, 2021
See
https://www.pacermonitor.com/view/BYMDJQA/TRMA_Frisco_II_Inc__txebke-21-40698__0001.0.pdf?mcid=tGE4TAMA
represented by: Robert T. DeMarco, Esq.
DEMARCO MITCHELL, PLLC
E-mail: robert@demarcomitchell.com
In re TRMA Frisco Inc.
Bankr. E.D. Tex. Case No. 21-40697
Chapter 11 Petition filed May 7, 2021
See
https://www.pacermonitor.com/view/BUUPFFA/TRMA_Frisco_Inc__txebke-21-40697__0001.0.pdf?mcid=tGE4TAMA
represented by: Robert T. DeMarco, Esq.
DEMARCO MITCHELL, PLLC
E-mail: robert@demarcomitchell.com
In re Michael Chulak
Bankr. C.D. Cal. Case No. 21-10844
Chapter 11 Petition filed May 8, 2021
represented by: Michael Totaro, Esq.
In re JADE Property Holdings, LLC
Bankr. E.D. Ark. Case No. 21-11249
Chapter 11 Petition filed May 10, 2021
See
https://www.pacermonitor.com/view/Z5HSLIY/JADE_Property_Holdings_LLC__arebke-21-11249__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re DTLA Hookah, LLC
Bankr. C.D. Cal. Case No. 21-13817
Chapter 11 Petition filed May 10, 2021
See
https://www.pacermonitor.com/view/7GQLKKQ/DTLA_Hookah_LLC__cacbke-21-13817__0001.0.pdf?mcid=tGE4TAMA
represented by: Joel Farkas, Esq.
THE FARKAS LAW FIRM
E-mail: jojo@licit.us
In re Donald J. Putterman and Marla Ann Sturges
Bankr. N.D. Cal. Case No. 21-30353
Chapter 11 Petition filed May 10, 2021
represented by: Stephen Finestone, Esq.
In re First Coast Auto Connection Repair and Service Inc
Bankr. M.D. Fla. Case No. 21-01171
Chapter 11 Petition filed May 10, 2021
See
https://www.pacermonitor.com/view/5WKESOA/First_Coast_Auto_Connection_Repair__flmbke-21-01171__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Catch This Holdings, LLC
Bankr. S.D. Fla. Case No. 21-14535
Chapter 11 Petition filed May 10, 2021
See
https://www.pacermonitor.com/view/3MGPQQI/Catch_This_Holdings_LLC__flsbke-21-14535__0001.0.pdf?mcid=tGE4TAMA
represented by: Nicholas B. Bangos, Esq.
NICHOLAS B. BANGOS, PA
E-mail: nick@nbbpa.com
In re Buy Moore LLC
Bankr. W.D. Mich. Case No. 21-01230
Chapter 11 Petition filed May 10, 2021
See
https://www.pacermonitor.com/view/ZRMXKZA/Buy_Moore_LLC__miwbke-21-01230__0001.0.pdf?mcid=tGE4TAMA
represented by: James R. Oppenhuizen, Esq.
OPPENHUIZEN LAW FIRM, PLC
E-mail: joppenhuizen@oppenhuizenlaw.com
In re Loye Grading & Tree Service, Inc.
Bankr. M.D.N.C. Case No. 21-10257
Chapter 11 Petition filed May 10, 2021
See
https://www.pacermonitor.com/view/PAXXVFQ/Loye_Grading__Tree_Service_Inc__ncmbke-21-10257__0001.0.pdf?mcid=tGE4TAMA
represented by: Dirk W. Siegmund, Esq.
IVEY, MCCLELLAN, GATTON & SIEGMUND
In re Grace Adomah Real Estate Group LLC
Bankr. N.D. Ga. Case No. 21-53690
Chapter 11 Petition filed May 11, 2021
In re Jonathan Steve Horsford
Bankr. N.D. Ga. Case No. 21-53706
Chapter 11 Petition filed May 11, 2021
represented by: Will B. Geer, Esq.
In re Richard Joseph Guillot
Bankr. E.D. La. Case No. 21-10644
Chapter 11 Petition filed May 11, 2021
represented by: Robin DeLeo, Esq.
In re SKD Management LLC
Bankr. D.N.J. Case No. 21-13909
Chapter 11 Petition filed May 11, 2021
See
https://www.pacermonitor.com/view/UZMDLVA/SKD_Management_LLC__njbke-21-13909__0001.0.pdf?mcid=tGE4TAMA
represented by: Kenneth L. Baum, Esq.
LAW OFFICES OF KENNETH L. BAUM LLC
E-mail: kbaum@kenbaumdebtsolutions.com
*********
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
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however, be complete or accurate. The Monday Bond Pricing table
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