/raid1/www/Hosts/bankrupt/TCR_Public/210720.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, July 20, 2021, Vol. 25, No. 200
Headlines
120 YORK LLC: Seeks Approval to Hire Walters Appraisal Services
5AAB TRANSPORT: CarrierNet Loan, FFB Cash Collateral Access OK'd
ADVANTAGE MANUFACTURING: Seeks to Tap Michael G. Spector as Counsel
ALPHA MEDIA HOLDINGS: Completes Financial Restructuring
AMERICAN MILLENNIUM: A.M. Best Keeps C-(Weak) FSR Under Review
ATON CUSTOM HOMES: Taps Ultima Real Estate as Broker
AVERY ASPHALT: Wins Access to Cash Collateral Thru August 31
BEE COUNTY: Gets Cash Collateral Access Thru Sept 30
CANNTRUST HOLDINGS: Court Sanctions Plan of Arrangement Under CCAA
CB REAL ESTATE: Taps Vicente Garcia CPA & Co. as Accountant
CEN BIOTECH: Issues 500K Restricted Shares to Plan Participants
CHANNEL CLARITY: May Use Cash Collateral Thru August 3
CHZAC LLC: Seeks to Hire Cressend CPA as Accountant
CITY WIDE COMMUNITY: Seeks to Hire Hilco as Real Estate Agent
CLEARPOINT NEURO: Axcelis Exec Appointed to Board of Directors
COMMUNITY THERAPIES: Case Converted to Chapter 7
CORONADO CAPITAL: Wins Cash Collateral Access
CORPORATE COLOCATION: Seeks Cash Collateral Access Thru Dec 8
CORRY DAVIS: Taps Law Offices of Michael E. Gazette as Counsel
CRC INVESTMENTS: Gets OK to Hire Smith Sapp CPAs as Accountant
CRIMSONBIKES: Bid to Use Cash Collateral Denied
CUBIC CORP: Fitch Assigns Final 'B' IDR, Outlook Stable
D. INTERNATIONAL: Voluntary Chapter 11 Case Summary
D.W. TRIM: Court OKs Access to Cash Collateral Thru January 1
D4MC LLC: Seeks to Tap Joyce W. Lindauer as Bankruptcy Counsel
DALLAS REAL ESTATE: Seeks to Hire Joyce W. Lindauer as Counsel
DAVEY KENT: Hearing Today on Continued Cash Collateral Use
DAVEY KENT: Seeks to Hire Brouse McDowell as Bankruptcy Counsel
DIOCESE OF WINONA: Gets OK to Hire RE/MAX as Real Estate Broker
DURANGO GEORGIA: Former Mill Property Sold to Jacoby Development
EASTERDAY RANCHES: Sale of Farms Okayed After Objections Resolved
EMPIRE RESORTS: Fitch Affirms 'B(EXP)' IDR, Outlook Negative
EQUIVALENT FINANCIAL: Taps Robert F. Reynolds as Legal Counsel
EVIO INC: Signs Letter of Intent to Acquire Leading Edge Pharms
EXELA TECHNOLOGIES: S&P Affirms 'CCC-' ICR on Equity Offering
FIESTA CAB: Case Summary & 3 Unsecured Creditors
FIFTEEN TWENTY SIX: Taps Davidoff Hutcher & Citron as Legal Counsel
FORD STEEL: Access to $695,000 of Cash Collateral OK'd
FTPO, LLC: Wins Cash Collateral Access Thru Aug 17
FULLERTON PACIFIC: Case Summary & 6 Unsecured Creditors
GENESIS WEIGHT: Seeks to Tap Kierzynski & Associates as Accountant
GOLF TAILOR: Seeks to Tap CFO Shield as Bookkeeper, Controller
GREATER HOUSTON: Case Summary & 20 Largest Unsecured Creditors
GREENCROFT OBLIGATED: Fitch Assigns 'BB+' IDR, Outlook Stable
GROM SOCIAL: Reports Full Exercise of Over-Allotment Option
GUARDION HEALTH: CFO Terminates Employment Contract
GUIDEHOUSE LLP: S&P Upgrades ICR to 'B', Outlook Stable
HAPNEL FINANCIAL: Seeks to Hire The Lewis Law Firm as Counsel
HARI 108: May Use Cash Collateral on Interim Basis
HH ACQUISITION: Gets OK to Hire Cross Law Firm as Legal Counsel
HYPERION MATERIALS: S&P Assigns 'B' ICR, Outlook Stable
INTELLIPHARMACEUTICS INT'L: Reports Second Quarter 2021 Results
KETTNER INVESTMENTS: Wins Cash Collateral Access
KUMTOR GOLD: Tries to Stop Kyrgyzstan to End Its Chapter 11 Case
LATTICE BIOLOGICS: Announces 2Q21 Results, Provides Business Update
LEVEL UP DEVELOPMENTS: Taps AG Real Estate Group as Realtor
LEWISBERRY PARTNERS: Wins Cash Collateral Access Thru Aug 18
LEXARIA BIOSCIENCE: Incurs $2.6 Million Net Loss in Third Quarter
LIMETREE BAY: Wins Interim OK on DIP Loan, Cash Collateral Access
LIT'L PATCH OF HEAVEN: Seeks Cash Collateral Access
LUVU BRANDS: Provides Preliminary Q4, Fiscal Year Net Sales
MEDIQUIP INC: Wins Cash Collateral Access on Final Basis
MGM RESORTS: Fitch Affirms 'BB-' LT IDRs, Outlook Remains Negative
MIDTOWN CAMPUS: Taps B. Riley Real Estate as Real Estate Advisor
MIDTOWN DEVELOPMENT: Has Deal on Cash Collateral Use
MIND TECHNOLOGY: All Four Proposals Passed at Annual Meeting
MISSOURI JACK: May Use Cash Collateral on Final Basis
NATIONAL FINANCIAL: Case Summary & 18 Unsecured Creditors
NEOVIA LOGISTICS: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR
NORWICH DIOCESE: Hits Ch. 11 Bankruptcy Amid School Abuse Claims
OMNIQ CORP: To Deploy AI Machine Vision Systems at Israeli Seaport
PETROTEQ ENERGY: To File Restated Financial Statements
POGO ENERGY: Gets Interim Access to Cash Thru October 1
PRESBYTERIAN RETIREMENT: Fitch Affirms 'BB' IDR, Outlook Stable
PUERTO RICO ELECTRIC: Brigade Capital Cuts Debt by $200 Million
RLCH INC: Sept. 10 Bankruptcy Auction for Barclay Tower
ROMANS HOUSE: DIP Loan, Cash Collateral Access OK'd
ROUMELCO PROPERTIES: Gets OK to Hire M. Ellen Davis as Attorney
SELECT DISTRIBUTORS: Wins Cash Collateral Access
SILVERSIDE SENIOR: Gets OK to Hire Strobl Sharp as Legal Counsel
SOMO AUDIENCE: Seeks to Hire Rosner Law Group as Delaware Counsel
STONEWAY CAPITAL: Seeks to Hire 'Ordinary Course' Professionals
STUDIO MOVIE GRILL: On Recovery Track After Ch.11 Exit, Says CEO
SUAMIT LLC: Seeks to Hire B&B Tax & Payroll as Accountant
TALI CORP: Wins Cash Collateral Access
TEXAS TAXI: Case Summary & 7 Unsecured Creditors
TUMBLEWEED TINY HOUSE: May Use PIRS Capital's Cash Collateral
TUPELO WOOD: Seeks to Hire Stephen L. Burton as New Counsel
TW BENJAMIN: Seeks to Hire Benjamin Martin as Legal Counsel
WEST C BUILDERS: Wins Cash Collateral Access Thru December
WIRTA HOTELS: Wins Cash Collateral Access
ZAYAT STABLES: Trustee Accuses Ahmed of Gamesmanship in Chapter 11
[*] AIRA Inducts 2021 Class of Distinguished Fellows
[*] Davis Polk Elects Nine New Partners
[*] Hahn & Hahn Attorneys Named Top Southern California Litigators
[*] Hilco Global Acquires Getzler Henrich & Associates
[*] Stephen Levitan Joins Stephens' Capital Solutions Group
[*] Two Ervin Cohen Attorneys Named Top Litigators in Los Angeles
*********
120 YORK LLC: Seeks Approval to Hire Walters Appraisal Services
---------------------------------------------------------------
120 York, LLC seeks approval from the U.S. Bankruptcy Court for the
Middle District of Pennsylvania to employ Walters Appraisal
Services, Inc. to conduct an appraisal of its real property at 210
York St., York, Pa.
The firm will be paid a flat rate of $8,000.
Jeff Walters, a partner at Walters Appraisal Services, disclosed in
a court filing that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Jeff Walters
Walters Appraisal Services, Inc.
601 North Front Street
Harrisburg, PA 17101
Tel: (717) 234-0540
Email: JWalters@waltersappraisal.com
About 120 York LLC
York, Pa.-based 120 York, LLC is a corporation engaged in owning
and managing real estate in Central Pennsylvania.
120 York filed a Chapter 11 petition (Bankr. M.D. Pa. Case No.
21-00945) on April 27, 2021. At the time of the filing, the Debtor
had between $10 million and $50 million in both assets and
liabilities. William Hynes, manager, signed the petition. Judge
Henry W. Van Eck oversees the case. Cunningham, Chernicoff &
Warshawsky, P.C. represents the Debtor as legal counsel.
5AAB TRANSPORT: CarrierNet Loan, FFB Cash Collateral Access OK'd
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio,
Eastern Division, entered a final order authorizing 5AAB Transport,
LLC, 5AAB Holding, LLC, SJS Transport, LLC, and Heavy Diesel
Service, LLC to obtain postpetition financing from CarrierNet Group
Financial, Inc., and use the DIP lender's cash collateral.
Transport, SJS and the DIP Lender are parties to Billing,
Collecting and Settlement Agreements dated September 26, 2011; and
October 18, 2013, pursuant to which the DIP Lender made credit
accommodations and advances to the Debtors on a secured basis
through the factoring of accounts receivable. As of the Petition
Date, Transport and SJS were indebted to the DIP Lender in the
amounts of $194,496.42 and $29,395.55, respectively, secured by the
collateral described in the Pre-Petition Agreements.
Prior to the Petition Date, the Debtors had assigned and sold
certain receivable accounts to the DIP Lender under the
Pre-Petition Agreements, and DIP Lender has agreed to consider
making purchases of eligible accounts from the Debtors pursuant
thereto on a post-petition basis.
The Final Order provides that the DIP Lender is allowed
super-priority administrative expense claims for the DIP Financing;
automatically perfected security interests in and liens on all of
the collateral described in the Pre-Petition Agreements, including,
without limitation, all property constituting "cash collateral" as
defined in 11 U.S.C. sec. 363(a).
In a separate order, the Court authorized 5AAB Transport, LLC, 5AAB
Holding, LLC, SJS Transport, LLC, and Heavy Diesel Service, LLC to
use the cash collateral of First Financial Bank on an interim basis
in accordance with the budget.
The Debtors require the use of cash collateral to meet their
payroll obligations, pay taxes, pay utilities, purchase necessary
supplies and services, replace inventory, and perform other
necessary functions in the regular course of their business, as
well as to pay fees and expenses related to the Chapter 11 case,
including the fees of professionals and the subchapter V trustee.
The Debtors were party to various loan transactions with FFB as set
forth in the Motion. FFB claims a security interest in all assets
of the Debtors. As of the Petition Date, the Debtors owed FFB
$1,154,000.
The respective security interests of FFB in Cash Collateral are
continued and re-granted, and FFB will not be required to take any
other action to perfect the lien(s) re-granted to them.
FFB, in the same order and priority as existing immediately prior
to the Petition Date, including any priority of post-petition
re-granted liens of CarrierNet for any court-approved DIP
financing, is granted liens and security interests in the Debtors'
inventory acquired subsequent to the Petition Date, and in the
Debtors' accounts receivable, general intangibles and other
revenues generated by the operation of Debtors' businesses
subsequent to the Petition Date, the proceeds thereof, and all
collections thereof, to secure any reduction in the value of the
Cash Collateral subject to any such respective established valid
and subsisting interest of FFB as of the Petition Date to the
extent of any diminution in value of FFB's interests in the
PrePetition Collateral.
FFB is not granted a security interest in any avoidance actions
that may be pursued pursuant to the Bankruptcy Code or other
applicable law or in the proceeds from any avoidance action.
The Debtors will make the Adequate Protection Payment to FFB every
month by automatic funds transfer commencing seven days from the
entry of the Order and on that same day of each successive month
thereafter until a plan is confirmed by all of the Debtors or as
modified by further order of the Court.
These events constitute an "Event of Default":
a. the Debtors' failure to perform or comply with any of the
terms, conditions, or covenants of the Order;
b. The Debtors' failure to maintain insurance on the
Collateral with FFB listed as loss payee;
c. The termination of the order by its own terms, operation of
law or court order;
d. The dismissal of the Debtors' bankruptcy cases; and
e. The conversion of the Debtors' bankruptcy cases to cases
under another chapter of the Bankruptcy Code.
A copy of the Final DIP Order is available at
https://bit.ly/3eAkSeg from PacerMonitor.com.
A copy of the order and the Debtors' respective budget for the
eight-week period ending August 15, is available at
https://bit.ly/3hWPjMJ from PacerMonitor.com.
About 5AAB Transport et al.
5AAB Transport, LLC operates in the general freight trucking
industry. On June 21, 2021, the Debtor filed a voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Ohio Case Lead Case No. 21-52150) concurrently with its three
affiliates SJS Transport, LLC (Bankr. S.D. Ohio Case No. 21-52151);
Heavy Diesel Service, LLC (Bankr. S.D. Ohio. Case No. 21-52152);
and 5AAB Holding, LLC (Bankr. S.D. Ohio Case No. 21-52153). The
cases are jointly administered under 5AAB Transport, LLC.
On the Petition Date, 5AAB Transport, LLC reported up to $50,000 in
assets and between $1,000,000 and $10,000,000 in liabilities.
Each of SJS Transport; Heavy Diesel Service; and 5AAB Holding, LLC
estimated $100,000 to $500,000 in assets, and $1,000,000 to
$10,000,000 in liabilities. The petitions were signed by Navdeep
Sidhu, member.
Judge John E. Hoffman, Jr. presides over the cases of Lead Debtor
5AAB Transport, LLC; SJS Transport, LLC; and 5AAB Holding, LLC.
Judge Kathryn C. Preston oversees the case of Heavy Diesel Service,
LLC.
The Debtors are represented by Allen Stovall Neuman & Ashton LLP.
ADVANTAGE MANUFACTURING: Seeks to Tap Michael G. Spector as Counsel
-------------------------------------------------------------------
Advantage Manufacturing, Inc. seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
the Law Offices of Michael G. Spector as its bankruptcy counsel.
The firm will render these legal services:
(a) prepare pleadings, applications and conduct examinations
incidental to administration;
(b) advise the Debtor with respect to its rights, duties and
powers in the administration of its Chapter 11 case;
(c) advise and assist the Debtor with respect to compliance
with the requirements of the Office of the U.S. Trustee;
(d) advise the Debtor regarding matters of bankruptcy law;
(e) advise and represent the Debtor in connection with all
applications, motions or complaints for adequate protection,
sequestration, relief from stays, appointment of a trustee or
examiner and all other similar matters;
(f) develop the relationship of the status of the Debtor to
the claims of creditors in these proceedings;
(g) advise and assist the Debtor in the formulation and
presentation of a reorganization plan;
(h) represent the Debtor in any necessary adversary
proceedings; and
(i) perform other legal services.
The hourly rates of the firm's attorneys and staff are as follows:
Michael G. Spector, Attorney $450 per hour
Vicki L. Schennum, Of Counsel $425 per hour
Law Clerk $110 per hour
Brittany Porter, Paralegal $90 per hour
Michael Spector, Esq., the proprietor of the Law Offices of Michael
G. Spector, disclosed in a court filing that his firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Michael G. Spector, Esq.
Law Offices of Michael G. Spector
2122 N. Broadway
Santa Ana, CA 92706
Telephone: (714) 835-3130
Facsimile: (714) 558-7435
Email: mgspector@aol.com
About Advantage Manufacturing
Advantage Manufacturing, Inc., a Santa Ana, Calif.-based
manufacturer of pool, spa and pond water filtration equipment,
filed its voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-11723) on July 11,
2021. Lyann Courant, chief executive officer, signed the petition.
At the time of the filing, the Debtor disclosed $50,000 to $100,000
in assets and $1 million to $10 million in liabilities. Judge
Theodor Albert oversees the case. The Law Offices of Michael G.
Spector serves as the Debtor's legal counsel.
ALPHA MEDIA HOLDINGS: Completes Financial Restructuring
-------------------------------------------------------
Radio Online reports that Alpha Media has completed its financial
restructuring after filing Chapter 11 bankruptcy to deal with $267
million of debt in January 2021. The company, affected greatly
during the pandemic, says it now has the incremental capital to
pursue growth opportunities, while enhancing its position as
mid-market broadcaster across 44 local markets in the U.S.
Alpha CEO Bob Proffitt said, "This is an important achievement for
Alpha Media as we strengthen our company's ability to grow. Today
Alpha Media begins its next chapter, with an improved financial
foundation, new capital and enhanced competitive positioning. We
have greater financial resources and flexibility, and we will
continue to invest in new digital capabilities to better serve our
advertisers and communities across our local markets."
Proffitt continued, "I am so proud of all that our teams at each of
our radio stations have accomplished during this period. Our unique
culture continues to be key to Alpha Media's success, and I thank
the entire Alpha Media family for their dedication and hard work.
We are thrilled to continue our mission to deliver dynamic, diverse
and exciting content to our communities."
Alpha Media's plan has received all necessary court, regulatory and
FCC approvals, and all customary conditions have been satisfied.
About Alpha Media Holdings
Alpha Media is a privately held radio broadcast and multimedia
company. Formed in 2009 by a veteran radio executive, Alpha Media
grew through acquisitions and now owns or operates more than 200
radio stations that provide local news, sports, music, and
entertainment to a weekly audience of more than 11 million
listeners in 44 communities across the United States.
In addition to its radio stations, Alpha Media provides digital
content through more than 200 websites and countless mobile
applications and digital streaming services.
Alpha Media and its affiliates sought Chapter 11 protection (Bankr.
E.D. Va. Lead Case No. 21-30209) on Jan. 25, 2021. John Grossi,
chief financial officer, signed the petitions. At the time of the
filing, Alpha Media disclosed estimated assets of $10 million to
$50 million and estimated liabilities of $50 million to $100
million.
Judge Kevin R. Huennekens oversees the cases.
The Debtors tapped Sheppard, Mullin, Richter & Hampton LLP as legal
counsel, Kutak Rock LLP as local counsel, Moelis & Company as a
financial advisor, and Ernst & Young LLP as restructuring advisor.
Stretto is the claims and noticing agent.
Wilmington Savings Fund Society, the administrative agent to the
first-lien lenders, is represented by Debevoise & Plimpton, LLP,
and Hunton Andrews Kurth, LLP.
The U.S. Trustee for Region 4 appointed an official committee of
unsecured creditors on Feb. 3, 2021.
The Committee tapped Hahn Loeser & Parks, LLP, as its bankruptcy
counsel, Hirschler Fleischer, P.C. as local counsel, Dundon
Advisers LLC as a financial advisor, and Miller Buckfire & Co.,
LLC, as an investment banker.
AMERICAN MILLENNIUM: A.M. Best Keeps C-(Weak) FSR Under Review
--------------------------------------------------------------
AM Best has maintained the under review with negative implications
status for the Financial Strength Rating (FSR) of C- (Weak) and the
Long-Term Issuer Credit Rating (Long-Term ICR) of "cc" (Weak) of
American Millennium Insurance Company (AMIC) (Bridgewater, NJ), a
wholly-owned subsidiary of Citadel Reinsurance Company Limited
(Citadel Re) (Hamilton, Bermuda). Additionally, AM Best has
maintained the under review with negative implications status for
the FSR of B (Fair) and the Long-Term ICR of "bb" (Fair) of Citadel
Re.
AM Best downgraded the Credit Ratings (ratings) of AMIC and Citadel
Re in February 2021 and maintained the under review with negative
implications status following the downgrade of the ratings of AMIC
in October 2020. These rating actions resulted from persistent net
underwriting losses that continued into the second half of 2020 and
negatively impacted the risk-adjusted capitalization of AMIC and
Citadel Re given its direct ownership of AMIC. For AMIC, the impact
of these unanticipated losses (net of reinsurance) resulted in a
significant deterioration in surplus and notably, risk-based
capital (RBC) levels, which were likely to prompt state regulatory
actions. The "under review" status was pending the parent Citadel
Re potentially recapitalizing AMIC's balance sheet and its plans to
raise more capital from outside investors. The negative
implications for AMIC considered the pending regulatory pressures
and the uncertainty related to AMIC as a going concern.
As of late June, 2021, AMIC's regulator, the Department of Banking
and Insurance (DOBI) of New Jersey, had agreed that Citadel Re will
immediately recapitalize AMIC with $2.55 million in the first
tranche, to correct the RBC to 200% or above, based upon the first
quarter 2021 financial statements. The first tranche of the
recapitalization has now been completed. DOBI expects another cash
contribution of $3.65 million before the end of July (to push the
RBC above 300%), following the schedules of Citadel Re's
fundraising.
AM Best is maintaining the under review with negative implications
status for both AMIC and Citadel Re. Although some of the
uncertainties incorporated in the previous under review status had
been addressed through the completion of the first tranche of
recapitalization, the planned external fundraising has not yet been
completed and is likely to be delayed until August. Although
Citadel Re reported a fair amount of interest from potential
investors, the ultimate success of these efforts is far from
certain. If the external fundraising is ultimately unsuccessful, AM
Best expects continuing pressure from AMIC's regulator (DOBI) while
Citadel Re's ratings could also be negatively impacted. AM Best
plans to finalize the under-review status of both Citadel Re and
AMIC once the external funding is completed, which is expected to
occur sometime in the third quarter of 2021.
ATON CUSTOM HOMES: Taps Ultima Real Estate as Broker
----------------------------------------------------
Aston Custom Homes & Design, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Ultima Real Estate to market for sale its real property at 2409
South Blvd., Dallas.
The firm will be paid a commission of 5 percent of the sales
price.
Nancy Messiha, a partner at Ultima Real Estate, disclosed in a
court filing that her firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Nancy Messiha
Ultima Real Estate
2409 South Blvd.
Dallas, TX 75215
Tel: (214) 243-7444
Email: Lonnie.johnson@mac.com
About Aston Custom Homes & Design
Aston Custom Homes & Design, Inc. --http://www.astoncustomhome.com
-- is a home design and construction company based in Dallas,
Texas. It specializes in the reconstruction of historic homes.
Aston Custom Homes & Design sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Texas Case No. 21-30208) on Feb.
1, 2021. At the time of the filing, the Debtor disclosed assets of
between $1 million and $10 million and liabilities of the same
range. Judge Stacey G. Jernigan oversees the Debtor's case. The
Debtor is represented by Joyce W. Lindauer Attorney, PLLC.
AVERY ASPHALT: Wins Access to Cash Collateral Thru August 31
------------------------------------------------------------
Judge Michael E. Romero authorized Avery Asphalt, Inc. to use cash
collateral for the period from July 1 through August 31, 2021,
pursuant to the budget.
The Debtor's right to use cash collateral under the interim order
shall terminate on the earlier of (a) a default by the Debtor under
any terms of the current order and (b) August 31 2021.
Judge Romero further ruled that:
a. The Debtor shall pay the July swap payment to Sunflower Bank
within two business days after the entry of the interim order, and
the August swap payment to Sunflower on or before August 7, 2021.
b. Each of the Secured Parties -- Sunflower Bank; Greenline CDF
Subfund XXIII LLC; the Colorado Department of Revenue (CODOR); and
Nationwide Mutual Insurance Company -- are granted replacement
liens and security interest on the Debtor's post-petition assets
with the same priority and validity as the secured parties'
pre-petition liens and security interests to the extent of the
Debtor's post-petition use of cash on hand and the proceeds of
Prepetition Personal Property, if any.
c. To the extent that the Adequate Protection Liens prove to be
insufficient, each of the Secured Parties, as applicable, shall be
granted superpriority administrative expense claims under Section
507(b) of the Bankruptcy Code to the extent that such Secured Party
has a valid allowed secured claim under Section 506(a) in the Cash
Collateral used.
d. To the extent the Debtor receives any proceeds for contracts
on projects bonded by Nationwide, such funds shall be segregated,
held in trust, and may only be used with the written consent of the
Secured Parties or pursuant to further Court order.
e. The Debtor and its debtor-affiliates are directed to maintain
insurance coverage on the Prepetition Personal Property and any
real property for the full replacement value of any such assets and
shall cause Sunflower to be named as a loss payee for the insurance
policies.
f. The Debtors shall pay all postpetition federal and state
payroll, withholding, sales, use, personal property, real property,
and other taxes and assessments of any kind when due in the amounts
as set forth in the Budget, if any.
g. The Debtors are directed to maintain insurance coverage on
the prepetition personal property and any real property for the
full replacement value of any such assets and shall cause Sunflower
to be named as a loss payee for the insurance policies.
h. The Debtors shall pay all postpetition federal and state
payroll, withholding, sales, use, personal property, real property,
and other taxes and assessments, when due, in the amounts as set
forth in the budget, if any.
Judge Romero also ruled that:
(1) On or before July 16, 2021, 1401 shall have filed a motion to
employ a real estate broker with respect to the properties located
at 2435 and 2415 S. 6th Avenue, Phoenix, AZ (the Phoenix Lots) and
no later than August 6, 2020 the Phoenix Lots shall be actively
listed and marketed;
(2) On or before July 30, 2021, Avery Holding (AH) shall have
filed a motion to employ a real estate broker with respect to the
property located at 7770 Venture Street, Colorado Springs, CO (the
"COS Property") and no later than August 20, 2020 the COS Property
shall be actively listed and marketed and
(3) On or before July 30, 2021, AH shall have filed a motion to
employ a real estate broker with respect to the properties located
at 1770 E. 69th Ave, Denver, Colorado and no later than August 20,
2020 the Denver Property shall be actively listed and marketed.
A copy of the corrected order is available for free at
https://bit.ly/36E4epC from PacerMonitor.com.
About Avery Asphalt, Inc.
Avery Asphalt, Inc. is the main operating company and installs,
maintains, and improves roadways, parking lots, and other outdoor
surfaces. Avery Equipment, LLC owns the equipment used in Avery
Asphalt's business. Avery Holdings, LLC owns the real estate used
in Avery Asphalt's business. LBLA Ventures, Inc. is the holding
company for a non-operating Arizona asphalt company and 1401 S.
22nd Ave., LLC owns the real estate that was formerly used by
Regional Pavement Maintenance of Arizona, Inc. in its business.
Avery Asphalt and its affiliates sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Colo. Lead Case No.
21-10799) on February 19, 2021. The bankruptcy was filed after a
receiver was appointed for all the Debtors in one state court case.
The receivership hampered Avery Asphalt's ability to operate
profitably. The Debtors believe this reorganization proceeding will
facilitate a better return to creditors than a receivership or
liquidation. The Debtors intend to streamline operations and sell
equipment and real estate that is no longer used by Avery Asphalt
in connection with a plan of reorganization.
In the petition signed by CEO Aaron Avery, the Debtors disclosed up
to $50,000 in assets and up to $10 million in liabilities.
David J. Warner, Esq., at Wadsworth Garber Warner Conrardy, P.C. is
the Debtor's counsel.
BEE COUNTY: Gets Cash Collateral Access Thru Sept 30
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized Bee County Cooperative Association and affiliated debtor
BCCA, LLC to use cash collateral in accordance with the budget
through September 30, 2021.
The Court says the terms with respect to the provisions of adequate
protection of the Small Business Administration's and Spirit of
Texas Bank, SSB's interest in the Cash Collateral in accordance
with 11 U.S.C. sections 361 and 363(e) and applicable law, will be
the same as was provided in the Second Agreed Order Granting
Debtors' Interim Use of Cash Collateral and Providing Replacement
Liens as Adequate Protection to Secured Creditors [Dkt. No. 41],
and that all other terms and provisions will continue to apply and
be in full force and effect as well during the period covered by
the Order.
In the event the effective date of the Debtors' Small Business
Chapter 11 Plan of Liquidation will not occur or the Debtors will
not have closed on the sale of their assets as provided by the Sale
Motion by September 30, a hearing on the Debtors' continued use of
cash collateral is set on the Court's regular Corpus Christi docket
on October 1 at 10 a.m.
A copy of the order and the Debtor's budget is available for free
at https://bit.ly/3hHxfaE from PacerMonitor.com.
The Debtor projects $470,459.92 in total cash and $394,813.87 in
total expenses for May to September 2021.
About Bee County Cooperative Association
Bee County Cooperative Association sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-21074) on
March 25, 2021. Aaron Salge, general manager and authorized
officer, signed the petition. At the time of filing, the Debtor
had between $1 million and $10 million in both assets and
liabilities.
Judge David R. Jones oversees the case.
Mullin Hoard & Brown, L.L.P. and D. William & Co., P.C. serve as
the Debtor's legal counsel and accountant, respectively.
Spirit of Texas Bank, SSB, as lender is represented by:
Bruce J. Ruzinsky, Esq.
Jackson Walker, L.L.P.
Houston, TX 77010
Direct: (713) 752-4204
Cell: (713) 857-0220
Direct Fax: (713) 308-4155
E-mail: bruzinsky@jw.com
CANNTRUST HOLDINGS: Court Sanctions Plan of Arrangement Under CCAA
------------------------------------------------------------------
CannTrust Holdings Inc. (unlisted) on July 16 disclosed that its
Fourth Amended & Restated Plan of Compromise, Arrangement and
Reorganization dated July 7, 2021 (the "CCAA Plan") was sanctioned
by the Ontario Superior Court of Justice (the "Court") in
connection with the Company's restructuring proceedings under the
Companies' Creditors Arrangement Act (the "CCAA").
Implementation of the CCAA Plan remains subject to a number of
conditions, including the U.S. Approval Order being entered in the
U.S. Class Action and the expiration of applicable appeal periods.
CannTrust expects the conditions to be satisfied and implementation
of the plan to occur in three to five months, or in the fourth
quarter of 2021.
"Having the CCAA Plan sanctioned is another significant milestone
in our CCAA journey and we are pleased to have made progress
towards plan implementation." said Greg Guyatt, Chief Executive
Officer at CannTrust. "While we are eager to complete the plan
implementation, our operational focus continues to be on surprising
and delighting our consumers with quality products for those who
want and need them."
As previously disclosed, CannTrust anticipates announcing the
engagement of a replacement independent auditor during the third
quarter of 2021 and has initiated discussions with the Ontario
Securities Commission (the "OSC") about proposing a plan and
timetable for curing the Company's historical disclosure defaults.
Following the engagement of a replacement auditor, the Company
anticipates submitting an application to the OSC for a
discretionary order revoking the OSC's cease-trade order dated
April 13, 2020 and seeking a new listing for CannTrust's common
shares on a Canadian stock exchange. Although those discussions
remain at a preliminary stage, CannTrust is working towards the
completion, filing and mailing of its audited financial statements
for 2020 and 2021 during the second quarter of 2022. Resolving
CannTrust's historical disclosure defaults will require a
considerable amount of management time and expense and there can be
no assurance that the Company will be successful in obtaining an
order from the OSC or obtaining a listing for CannTrust's common
shares.
CannTrust has made progress on its objective to fully restore its
operations as a Canadian recreational and medical cannabis
producer. In late 2020, CannTrust relaunched two recreational
cannabis brands in the Canadian market, liiv and SYNR.G, and
introduced a new medical cannabis brand, estora medical in early
2021. Recreational products are now available in six provinces,
while medical products are available nationwide. Since relaunch,
the company has expanded its product portfolio and now offers vapes
and pre-rolls in addition to its dried flower, oil and capsule
products. The company continues to remain focused on the future and
is planning for additional product launches in the latter half of
2021.
Aspects of the ongoing efforts remain confidential, and the Company
is unable to predict with any certainty either their timing or
outcome. For more information about CannTrust's CCAA proceedings,
please visit: www.ey.com/ca/canntrust.
About CannTrust Holdings
CannTrust Holdings Inc. -- https://www.canntrust.ca/ -- operates as
a pharmaceutical company. The Company develops and produces medical
cannabis for health care sectors. CannTrust also supports ongoing
patient education. CannTrust serves patients in Canada.
CannTrust Holdings Inc. in April 2020 commenced with the Ontario
Superior Court of Justice (Commercial List) proceedings under the
Companies' Creditors Arrangement Act (Canada). CannTrust was
selected Ernst & Young Inc. as monitor in the CCAA proceedings.
The Ontario Court granted an order staying creditors of CannTrust,
CannTrust Inc., CTI Holdings (Osoyoos) Inc., and Elmcliffe
Investments Inc., as well as the plaintiffs in the putative class
actions and other litigation brought against the Companies, from
enforcing their claims.
CannTrust remains under CCAA protection.
CB REAL ESTATE: Taps Vicente Garcia CPA & Co. as Accountant
-----------------------------------------------------------
CB Real Estate, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Puerto Rico to employ Vicente Garcia CPA & Co.,
P.S.C. as its accountant.
The firm's services include financial and business assistance,
preparation of documentation, recommendations and preparations of
financial statements and income tax returns.
The firm's hourly rates are as follows:
Partner $125 per hour
Senior Auditor $85 per hour
Staff Auditor $65 per hour
Jose V. Garcia Perez, a principal at Vicente Garcia, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Jose V. Garcia
Vicente Garcia CPA & Co., P.S.C.
1612 Ponce de Leon Ave., Suite 301
San Juan, PR 00926
Tel: 787-722-3181/787-722-6437
Fax: 787-722-3913
Email: vgarcia@vgcpa.com
About CB Real Estate
San Juan, P.R.-based CB Real Estate, LLC is a fee simple owner of
two commercial buildings located in Puerto Rico and a residential
property in New York, valued at $8.9 million in the aggregate.
CB Real Estate sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.P.R. Case No. 21-01849) on June 16, 2021. Horacio
Campolieto Bielicki, president, signed the petition. In the
petition, the Debtor disclosed total assets of $10,147,500 and
total liabilities of $3,407,130.
Judge Mildred Caban Flores oversees the case.
The Debtor tapped Charles A. Cuprill, PSC Law Offices as legal
counsel, Luis R. Carrasquillo & Co. P.S.C. as financial consultant,
and Vicente Garcia CPA & Co., P.S.C. as accountant.
CEN BIOTECH: Issues 500K Restricted Shares to Plan Participants
---------------------------------------------------------------
CEN Biotech, Inc. entered into separate restricted stock agreements
under its 2021 Equity Compensation Plan with Patrick Carl Keane and
Daniel William Scott.
Pursuant to the RSAs, CEN Biotech granted 200,000 restricted shares
of the company's common stock under the Plan to Mr. Keane and
300,000 restricted shares of its common stock to Mr. Scott to vest
immediately on the grant date.
About CEN Biotech
CEN Biotech, Inc. -- tp://www.cenbiotechinc.com -- is focused on
the manufacturing, production and development of Light Emitting
Diode lighting technology and hemp products. The Company intends
to explore the usage of hemp, which it intends to cultivate for
usage in industrial, medical and food products. Its principal
office is located at 300-3295 Quality Way, Windsor, Ontario,
Canada.
CEN Biotech reported net income of $14.25 million for the year
ended Dec. 31, 2020, compared to a net loss of $5.65 million for
the year ended Dec. 31, 2019. As of March 31, 2021, the Company
had $6.21 million in total assets, $16.68 million in total
liabilities, and a total shareholders' deficit of $10.46 million.
Mazars USA LLP, in New York, New York, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
March 12, 2021, citing that the Company has incurred significant
operating losses and negative cash flows from operations since
inception. The Company also had an accumulated deficit of
$27,060,527 at Dec. 31, 2020. The Company is dependent on
obtaining necessary funding from outside sources, including
obtaining additional funding from the sale of securities in order
to continue their operations. The COVID-19 pandemic has hindered
the Company's ability to raise capital. These conditions raise
substantial doubt about its ability to continue as a going concern.
CHANNEL CLARITY: May Use Cash Collateral Thru August 3
------------------------------------------------------
Judge LaShonda A. Hunt authorized Channel Clarity Holdings LLC to
use cash collateral to pay post-petition expenses to third parties
during the period from July 9 through August 3, 2021, as set forth
in the budget, plus 10%. The Debtor, however, may not, for the
above-referenced period, pay Oxford Media for data services or
rent, until further Court order.
In return for the Debtor's continued interim use of cash
collateral, Brock Flagstad and Kasey Klaas are granted replacement
liens, attaching to the Collateral, to the extent of their
prepetition liens, with any valid liens attaching to the Collateral
and its proceeds, until further Order of the Court. The Debtor
shall also maintain and pay premiums for insurance to cover the
Collateral from fire, theft and water damage.
The Court removed the holds or freezes on the Debtor's bank
accounts at Wintrust Bank and Huntington Bank, and the Debtor is
authorized to use these accounts and the cash therein according to
the approved budget.
The Court also authorized the Debtor to notify its customers who
received third party citations from Klaas that those customers may
release any funds being held and may pay the Debtor for any
receivables owed during the Debtor's Chapter 11 case.
A copy of the interim order is available for free at
https://bit.ly/2Vx1VT7 from PacerMonitor.com.
A further interim hearing on the Motion is scheduled on August 2,
2021, at 10 a.m.
About Channel Clarity Holdings LLC
Channel Clarity Holdings LLC filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 21-07972) on June 30, 2021.
On the Petition Date, the Debtor estimated $100,000 to $500,000 in
assets and $1,000,000 to $10,000,000 in liabilities. The petition
was signed by Brock Flagstad, managing member.
Crane, Simon, Clar & Goodman is the Debtor's counsel. Judge
Lashonda A. Hunt is assigned to the case. Matthew Brash was
appointed as the Debtor's Subchapter V Trustee.
CHZAC LLC: Seeks to Hire Cressend CPA as Accountant
---------------------------------------------------
CHZAC LLC seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Louisiana to employ Cressend CPA, LLC as
accountant.
The Debtor needs an accountant to prepare its monthly operating
reports and provide general accounting services.
Cressend CPA will be paid at the rate of $90 per hour and
reimbursed for out-of-pocket expenses incurred.
Tammy Franklin, a member of Cressend CPA, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Tammy Franklin
Cressend CPA LLC
2424 Edenborn Ave. Ste 170
Metairie, LA 70001
Tel: (504) 889-1722
About CHZAC LLC
CHZAC LLC, doing business as One Cleaners, filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. La. Case No. 21-10806) on June 21, 2021, disclosing total
assets of up to $500,000 and total liabilities of up to $1 million.
Chris Sander, manager, signed the petition. Judge Meredith S.
Grabill oversees the case. Lugenbuhl, Wheaton, Peck, Rankin &
Hubbard and Cressend CPA, LLC serve as the Debtor's legal counsel
and accountant, respectively.
CITY WIDE COMMUNITY: Seeks to Hire Hilco as Real Estate Agent
-------------------------------------------------------------
City Wide Community Development Corporation and its affiliates seek
approval from the U.S. Bankruptcy Court for the Northern District
of Texas to employ Hilco Real Estate, LLC as real estate agent.
Hilco will render these services:
(a) develop a sales strategy in consultation with the
Debtors;
(b) solicit interested parties for the sale of the Debtor's
property and market the property for sale through a managed
qualifying bid process; and
(c) conduct sale negotiations, at the Debtors' direction.
The Debtors have agreed to compensate Hilco 1 percent of the gross
sale proceeds if the property is sold to Catalyst Urban Lancaster
Development, LLC for $19 million. If the final purchase price
increases to $22 million as a result of Hilco's managed bid
process, the firm shall earn an additional 3 percent of the
incremental increase in gross sale proceeds.
In addition, Hilco will seek reimbursement for expenses incurred.
As disclosed in court filings, Hilco is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Hilco Real Estate, LLC
5 Revere Drive, Suite 410
Northbrook, IL 60062
Telephone: (847) 504-2462
Facsimile: (847) 897-0874
About City Wide Community Development
Dallas-based City Wide Community Development Corp. and affiliates
are primarily engaged in renting and leasing real estate
properties.
City Wide Community Development, Lancaster Urban Village
Residential, LLC and Lancaster Urban Village Commercial, LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Texas Lead Case No. 21-30847) on April 30, 2021. In the petitions
signed by Sherman Roberts, president and chief executive officer,
the Debtors disclosed $12,026,657 in assets and $10,332,946 in
liabilities.
Judge Michelle V. Larson oversees the cases.
The Debtors tapped Wiley Law Group, PLLC as legal counsel, Neal A.
Walker, CPA, P.C. as accountant, and Capstone Real Estate Services,
Inc. as property manager.
CLEARPOINT NEURO: Axcelis Exec Appointed to Board of Directors
--------------------------------------------------------------
Lynnette C. Fallon has been appointed to ClearPoint Neuro, Inc.'s
Board of Directors effective immediately. Ms. Fallon will also
become a member of the Company's Audit Committee.
Ms. Fallon is the executive vice president, HR/legal, general
counsel and Secretary of Axcelis Technologies, Inc. (Nasdaq: ACLS),
a provider of equipment and service solutions for the semiconductor
manufacturing industry, with locations in eight countries. Ms.
Fallon has held her current position since May 2005, having
initially joined Axcelis in 2001 as a senior vice president and
general counsel. As a member of Axcelis' executive team for more
than 20 years, Ms. Fallon has been involved with business
development, financial and tax management, investor relations,
diversity and inclusion initiatives, corporate social
responsibility policies and other ESG matters, M&A, risk
management, and all aspects of international corporate compliance.
She holds a J.D., cum laude, from the School of Law at Boston
University and a B.A. with departmental and general honors, Phi
Beta Kappa, from Vassar College.
"We are thrilled to have Lynnette join the ClearPoint Board and to
begin her contributions immediately," commented Joe Burnett,
president and CEO at ClearPoint. "Lynnette's role will benefit our
growing company in many different and crucial facets, including
human resources, M&A, legal, and investor relations. We are all
looking forward to getting started."
"I am honored to join the ClearPoint Neuro Board," stated Lynnette
Fallon. "The Company is at an exciting juncture, and I hope to use
my skills and experience to contribute to its continuing success."
In accordance with the Company's Non-Employee Director Compensation
Plan, Ms. Fallon will be entitled to receive a $40,000 annual
retainer for service as a Board member as well as a supplemental
annual retainer in connection with her service as a member of a
committee of the Board. In addition, in connection with her
appointment to the Board and pursuant to the terms of the Company's
Non-Employee Director Compensation Plan, Ms. Fallon will receive an
equity grant valued at $120,000, consisting of a stock option and
restricted stock award. The shares subject to such stock option
and restricted stock award will vest on the first anniversary of
the grant. Further, on the day following each annual meeting of
stockholders in which she is elected or is then serving as a
director, Ms. Fallon will receive an equity grant valued at
$120,000, consisting of a stock option and restricted stock award.
The shares subject to such stock option and restricted stock award
will vest on the earlier of the first anniversary of the grant date
or the day immediately preceding the next annual meeting of
stockholders.
About ClearPoint Neuro
ClearPoint Neuro formerly MRI Interventions, Inc. --
http://www.clearpointneuro.com-- is a medical device company that
develops and commercializes innovative platforms for performing
minimally invasive surgical procedures in the brain under direct,
intra-procedural magnetic resonance imaging, or MRI, guidance.
Applications of the Company's current product portfolio include
deep-brain stimulation, laser ablation, biopsy, neuro-aspiration,
and delivery of drugs, biologics, and gene therapy to the brain.
Clearpoint Neuro reported a net loss of $6.78 million for the year
ended Dec. 31, 2020, compared to a net loss of $5.54 million for
the year ended Dec. 31, 2019. As of March 31, 2021, the Company
had $74.26 million in total assets, $30.28 million in total
liabilities, and $43.98 million in total stockholders' equity.
COMMUNITY THERAPIES: Case Converted to Chapter 7
------------------------------------------------
Following a hearing on the request filed by Community Therapies to
use cash collateral, Judge Sheri Bluebond ordered that the Debtor's
Chapter 11 case be converted to a case under Chapter 7 of the
Bankruptcy Code. Judge Bluebond granted the cash collateral
motion, in part, to the extent necessary through the date that is
two weeks after entry of the Conversion Order.
Judge Bluebond ruled that the Chapter 7 Trustee is authorized to
use cash collateral, on a limited basis, to pay:
* Pre-petition wages and associated taxes as allowed, estimated
by the Debtor at $164,569;
* Wages and associated taxes that accrued and continue to accrue
from the Petition Date through and including the date that is two
weeks after entry of the Conversion Order, estimated by the Debtor
at approximately $30,000 per week;
* amounts for insurance premium financing as may be approved by
later order the Court; and
* additional amounts as may be approved in advance by the United
States of America.
The Chapter 7 Trustee and the secured creditor, United States of
America, on behalf of the Internal Revenue Service, may enter into
a stipulation regarding the additional use of cash collateral, or
counsel for the U.S. government may consent in writing via email.
The United States has indicated its willingness to consent to the
Chapter 7 Trustee's limited use of cash collateral subject to the
terms of the current order.
A copy of the order is available for free at https://bit.ly/2UIc1jE
from PacerMonitor.com.
The Court previously denied the Debtor's cash collateral motion,
without prejudice.
About Community Therapies
Lancaster, Calif.-based Community Therapies works with children and
adults with various disabilities in need of therapy services.
Community Therapies sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-11111) on June 24,
2021. On June 25, 2021, the case was transferred to the Los
Angeles Division from the San Fernando Valley Division and was
assigned a new case number (Case No. 21-15214). Judge Victoria S.
Kaufman oversees the case.
At the time of the filing, the Debtor disclosed total assets of up
to $50,000 and total liabilities of up to $10 million.
John D. Faucher, Esq., at Faucher Law is the Debtor's legal
counsel.
Susan K. Seflin serves as the Debtor's Subchapter V Trustee.
The Court, at a hearing on July 7, 2021, ordered the conversion of
the Debtor's Chapter 11 case to a case under Chapter 7 of the
Bankruptcy Code.
CORONADO CAPITAL: Wins Cash Collateral Access
---------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas, El
Paso Division, has authorized Coronado Capital Investment, Inc. to
use cash collateral on an interim basis and until final hearing.
The Cash Collateral Creditors consisting of SM VER Enterprises,
LLC, Aureliano Chaidez & Gloria Chaidez, Zia Trust as Custodian for
Bradley E. Jarman, IRA, Fernando Torres Macias & Bertha Lujan
Macias, Keith Murchison for Wesley Keith Murchison Revocable Trust,
and Frankie Marquez, are provided adequate protection for the
Debtor's use of their respective collateral.
The Cash Collateral Creditors are granted replacement liens on all
leases, rental agreements, rents, proceeds, and all other assets
generated or acquired post-petition from their respective
collateral in order of priority of their prepetition liens;
provided, however, no such replacement liens shall prime or
subordinate the ad valorem tax liens.
As additional adequate protection, the Debtor will pay to the Cash
Collateral Creditors monthly payments as set forth in the Budget.
Adequate protection payments will be due on the 10th day of each
month beginning with a payment due on June 10, 2021. The Cash
Collateral Creditors do not agree that 6.50% is an adequate
post-petition interest rate and reserve all rights with respect to
a proper post-petition interest rate.
The Debtor is also directed to at all times maintain comprehensive
hazard and loss insurance on the collateral of the Cash Collateral
Creditors on the terms and conditions required by the Cash
Collateral Creditors' respective loan documents. The Debtor will at
all times provide the Cash Collateral Creditors with evidence of
such insurance, and will immediately notify them of any defaults
under or cancellations of said policies. The Debtor as landlord
will also comply and remain in compliance with applicable law and
the terms of its leases on the Cash Collateral Creditors'
collateral.
A final hearing on the matter is scheduled for August 12 at 10
a.m.
A copy of the order is available at https://bit.ly/3iboTqL from
PacerMonitor.com.
About Coronado Capital Investment
Coronado Capital Investment, Inc. is a Texas corporation formed in
El Paso since September 19, 1994. It is the owner operator of
multi-family residential real estate in El Paso, Texas renting
apartment units and other residential property.
The Debtor filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Texas Case No. 21-30264) on
April 5, 2021, listing under $1 million in both assets and
liabilities. Doug Rutter, principal and sole shareholder, signed
the petition.
Judge H. Christopher Mott oversees the case.
Miranda & Maldonado, PC serves as the Debtor's legal counsel.
SM VER Enterprises, LLC, Zia Trust, Inc, as Custodian for Bradley
E. Jarman, IRA, and Fernando Torres Macias/Bertha Lujan Mora, as
Secured Lenders, are represented by:
James Brewer, Esq.
Kemp Smith, LLP
P.O. Drawer 2800
El Paso TX 79999-2800
E-mail: Jim.Brewer@kempsmith.com
Aurelio and Gloria Chaidez, as Secured Lenders, are represented
by:
Corey W. Haugland, Esq.
James & Haugland, PC.
609 Montana Avenue Phone
Tel: 915-533-0096
Fax: 915-544-5348
E-mail: chaugland@jghpc.com
CORPORATE COLOCATION: Seeks Cash Collateral Access Thru Dec 8
-------------------------------------------------------------
Corporate Colocation Inc. asks the U.S. Bankruptcy Court for the
Central District of California for authority to use cash collateral
on an interim basis to continue to operate the business and attempt
to avoid irreparable harm to the Debtor's subtenants.
The Debtor owns and operates a server farm that provides website
services to about 25 subtenants that is located at 530 West Sixth
Street, Suite 502 et. seq., Los Angeles, California 90014. The
Premises is located in downtown Los Angeles near the central core
of the internet network junction in Los Angeles. The Debtor's
subtenants rely on it to provide fast access to the internet
through those connections and all of the necessary power, cooling
and other support for their businesses.
The Debtor and its landlord, 530 6th Street, LLC, have been in
extensive litigation tor almost two years with as many as eight
lawsuits currently pending. The Landlord has constructively evicted
the Debtor from at least part of the several units it occupies. The
Debtor says the Landlord has also breached the leases by
restricting the amount of power and cooling water the Debtor needs
to fully utilize the Premises. As such, the Debtor's business and
cash flow has suffered and it has not been able to fully utilize
the Premises as provided under the leases.
The Landlord is currently nearing a judgement in the several
eviction actions it has filed. As such, the Debtor has filed this
bankruptcy proceeding to preserve its business as well as the
businesses of it subtenants. Any cessation in the Debtor's
operations will have devastating consequences for its goodwill and
continuing operations of its business as well as the businesses of
its subtenants.
The Debtor does not own any real property. One secured creditor,
the Small Business Administration, has an alleged broad security
interest in the Debtor's personal property and has an alleged
secured claim of $90,000.
The Debtor's alleged cash collateral currently consists mostly of a
minimal amount of its accounts receivable and its future cash flow.
The Debtor's personal properly total about $2,284,042.34 of which
$1,298,537.34 is listed as cash. However, the cash is in company
accounts and the alleged security has not been perfected on any of
the bank accounts.
The Debtor proposes that it be allowed to use the cash collateral
for approximately 120 days (through December 8, 2021) during which
time there will be no current adequate protection payments to any
alleged secured creditors as that value of personal property
provides adequate protection to the secured creditors. The Debtor
believes that after the 120-day period of time it will have (and
the creditors themselves will have) a better picture on who, if
anyone, has a right to demand such adequate protection payments and
how Debtor will proceed to confirm its reorganization Plan.
The Debtor is still in the process of determining whether and/or
how much of its leases will assumed as well as other related
issues. It presently appears the Debtor will, at least, have to
reject part or all of the present leases. Recent expansion of the
optical fiber networks has for all practical purposes eliminated
most, if not all, advantage that was, in the past, available from a
downtown Los Angeles location. As such, the Debtor is operating at
a substantially higher rent than is available to its competition.
Further, the expanding cloud computing competitors have made it
more difficult for the Debtor to compete for new business.
The Debtor and the Landlord have previously entered into a
Stipulation for the payment of the amount of $147,000 as an
unallocated rent payment while maintaining all rights to determine
how much, if any, administrative rent is due.
The Debtor is still in the process of weighing its options
regarding its reorganization. It appears probable that the Debtor
will be operating in a substantially smaller footprint which may or
may not include space in downtown Los Angeles. The Debtor is making
steady progress in determining its reorganization plan and expects
that it will be able file its Plan as early as November 2021.
As the assumption of the current lease is one of the key issues
remaining to be determined, the Debtor is proposing that it
continue to make unallocated payments to the Landlord while
reserving its rights regarding a final determination as to how much
administrative rent may be due, if any. As the Landlord has not yet
provided the Debtor with enough information to justify the
Landlord's claims for the amount of utilities it has charged under
the leases. The Debtor proposes the payment to the Landlord be the
sum of $112,000 each month for the next four months.
The payment will be made without admission or waiver of any issues,
and all parties, including Debtor, will maintain all rights
regarding the alleged secured claims and alleged administrative
rent which amounts will be determined in the future. The Debtor
also proposes that replacement liens would be issued to the secured
creditors in the same validity, extent and priority as existed on
the filing date.
A copy of the motion and the Debtor's budget is available for free
at https://bit.ly/2VFFH1j from PacerMonitor.com.
The Debtor projects total income of $235,763.83 and total profit of
$27,110.58 in the budget.
About Corporate Colocation Inc.
Corporate Colocation Inc. operates a large server farm that
provides website services to about 25 subtenants that is located at
530 West Sixth Street, Suite 502 et. seq., Los Angeles, California
90014. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-12812) on April 7,
2021. In the petition signed by Jonathan Goodman, president, the
Debtor disclosed $2,284,042 in assets and $5,041,445 in
liabilities.
Judge Ernest Robles oversees the case.
Robert M. Yaspan, Esq. at LAW OFFICES OF ROBERT M. YASPAN is the
Debtor's counsel.
CORRY DAVIS: Taps Law Offices of Michael E. Gazette as Counsel
--------------------------------------------------------------
Corry Davis Marketing, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Texas to employ the Law Offices
of Michael E. Gazette to serve as legal counsel in its Chapter 11
case.
The firm's services include:
a. the preparation and filing of the Debtor's bankruptcy
schedules and statement of financial affairs;
c. the preparation and filing of a disclosure statement and plan
of reorganization; and
d. negotiations with creditors, review of executory contracts,
review of claims, and responding to and appearing at hearings on
contested matters.
The firm's hourly rates are as follows:
Attorneys $325 per hour
Paraprofessionals $50 per hour
The Law Offices of Michael E. Gazette will also receive
reimbursement for out-of-pocket expenses incurred.
The retainer fee is $25,000.
Michael Gazette, Esq., disclosed in a court filing that his firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached at:
Michael E. Gazette, Esq.
Law Offices of Michael E. Gazette
100 East Ferguson Street, Suite 1000
Tyler, TX 75702-5706
Tel: (903) 596-9911
Fax: (903) 596-9922
Email: megazette@suddenlinkmail.com
About Corry Davis Marketing
Corry Davis Marketing, Inc., a Canton, Texas-based company engaged
in renting and leasing real estate properties, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No.
21-60280) on July 2, 2021. Dale Murphy, president, signed the
petition. In its petition, the Debtor disclosed assets of between
$1 million and $10 million and liabilities of the same range. The
Law Offices of Michael E. Gazette serves as the Debtor's legal
counsel.
CRC INVESTMENTS: Gets OK to Hire Smith Sapp CPAs as Accountant
--------------------------------------------------------------
CRC Investments, LLC received approval from the U.S. Bankruptcy
Court for the Middle District of North Carolina to employ Smith
Sapp CPAs as its accountant.
The Debtor needs the assistance of an accountant to prepare and
file its partnership returns for the Internal Revenue Service and
North Carolina Department of Revenue.
The firm estimated a fee of $1,000 to $1,500 for its services.
Michael Gamble, a certified public accountant at Smith Sapp CPAs,
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:
Michael L. Gamble, CPA
Smith Sapp CPAs
245 Business Center Drive, Suite 4A
Pawleys Island, SC 29585
Telephone: (843) 237-3453
Facsimile: (843) 237-4809
Email: contact@sccpa.com
About CRC Investments
CRC Investments, LLC filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No.
21-50307) on May 6, 2021, disclosing between $1 million and $10
million in both assets and liabilities. Carl Ray Caudie, Jr.,
general manager, signed the petition. Judge Lena Mansori James
oversees the case. The Debtor tapped Bennett Guthrie, PLLC as legal
counsel and Smith Sapp CPAs as accountant.
CRIMSONBIKES: Bid to Use Cash Collateral Denied
-----------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts has
denied the Motion filed by CrimsonBikes, LLC for authority to use
cash collateral as the court has ordered the appointment of a
Chapter 11 trustee.
The Debtor moved the court, on an expedited basis, for entry of an
order authorizing the use of cash collateral generated by sales and
operations to maintain the value of its property in order to
reorganize the ongoing business operations.
In late 2019, CrimsonBikes LLC increased its online sales through
Google Ads to reach a nationwide audience and as a result saw a
significant increase in sales. Though the cost of the Google Ads
marketing plan was initially a substantial investment, the return
became evident in late 2019 to early 2020 and into and during the
pandemic when bicycle sales skyrocketed.
When the COVID-19 pandemic began, customer inquiries nationally for
bicycles increased online by 200% compared to the previous year. At
the same time, CrimsonBikes competitors pulled their Google Ads
because they did not have product to sell. This pushed CrimsonBikes
to the front of millions of searches last year, compared to just
10,000 searches in its busiest months the year before. This sudden
spike was attributed to (1) use of Google Ads, (2) unprecedented
spike in demand, and (3) a less competitive marketplace.
By June 2020, CrimsonBikes had thousands of bicycle orders in its
system, with these bicycles due to be delivered in June, July and
August of 2020. These were delivery dates promised by CrimsonBikes'
largest suppliers at the time, with whom CrimsonBikes had placed
significant orders. However, due to the pandemic, all planned
bicycle production had been severely delayed. This was driven by
extreme labor shortages, raw material shortages, and completely
overtaxed freight routes. The bicycles due to be delivered in mid
to late 2020 never arrived in significant quantity. Some inventory
trickled in, but not nearly enough to meet the present demand.
As a result, in mid to late 2020 some impatient consumers began to
cancel their orders. In 2020 and into 2021, CrimsonBikes provided
more than $3.5 million in refunds to consumers who did not desire
to wait for their ordered bicycles to arrive. To complicate
matters, some customers chose to bypass CrimsonBikes and instead
dispute the transactions with their bank. When a customer initiates
a dispute, this creates a "chargeback" in which the amount of the
disputed payment is withdrawn from the merchant's account. This is
followed by an investigative period in which the merchant has to
supply the customer's bank with documentation relating to the sale
to determine if the dispute is justified. This not only impacted
undelivered orders but also orders for which customers had already
received products and/or refunds. While this is a matter between
CrimsonBikes and a payment processor called Stripe, a separate
agreement between SmartEtailing and Stripe allowed Stripe to
recover any funds that could not be obtained from CrimsonBikes from
SmartE.
CrimsonBikes entered into an agreement with SmartEtailing in 2018.
SmartE would provide a platform that housed the CrimsonBikes
website. Initially CrimsonBikes processed credit card payments on
its site through Cayan and Authorize.net. In 2019, CrimsonBikes
began using Stripe to process credit cards on its website. Stripe
processes hundreds of billions of dollars in credit card
transactions annually. Concurrently and unbeknownst to the Debtor,
SmartE entered into a separate agreement with Stripe where it
guaranteed the payments of the companies that used its platform in
exchange for a percentage of credit card processing fees collected
on the SmartE platform. There is no "3 Party Agreement" between the
Debtor, SmartE, and Stripe. Each party is subject to separate
agreement with the Debtor and with each other.
In mid-2020 and during this "spike in sales", the Debtor's
principal, Charles T. James, recognized the disruption and
unreliability of the global supply chain was going to affect both
the Debtor and its affiliate, CrimsonBikes Bespoke. Mr. James
contacted and negotiated with bicycle manufacturers globally in
order to fulfill inventory and strong demand. Importing bicycle
products directly from foreign manufacturers constituted a
brand-new set of operations, exposures, and liabilities from which
the Debtor needed to be shielded. In light of this, Mr. James
formed CrimsonBikes Imports to pursue and negotiate agreements with
manufacturers to import products to the U.S., identify and secure
product appropriate for US bicycle consumers, test said product for
quality and Consumer Protection and Safety Commission regulations,
arrange for payments to be made to manufacturers, arrange for
shipping and freight for said product, work with US Customs and
Border Patrol to ensure appropriate entry into port, and ensure
safe and convenient storage of the products upon entry to the US.
For these services, a typical import company may charge as much as
40% of the invoice value of imported goods to the importer. In this
particular case, CrimsonBikes Imports was compensated with about
20% of the imported product which it could use to sell to other
bicycle companies in the US or sell to the Debtor or Bespoke.
In one such transaction, Imports secured products from Benotto
Bicycle in Mexico and facilitated the transfer of approximately
$868,000 from the Debtor to Benotto. Imports handled the full due
diligence and importation, and the result was a significant amount
of needed inventory for the Debtor. Because of significant
discounts negotiated by Imports, the Benotto bicycle inventory
subsequently provided to the Debtor carried a wholesale value of
approximately $1 million and a retail value of nearly $2 million.
As of the bankruptcy filing date, the inventory totals
approximately $1,300,000 at retail value and a value at cost of
$700,000. The affiliates, Imports and Bespoke, combined own
approximately $800,000 (retail) in inventory used for their
separate business purposes.
On July 18, 2018, Swift Financial, LLC as servicing agent for
WebBank, made a Loan to the Debtor in the original principal amount
of $100,000. This loan was evidenced by a commercial demand
promissory note, loan and security agreement, and personal guaranty
of Daisy Chiu.
As of this date there remains approximately $100,000 due and owing,
plus accruals. Swift claims a first-priority security interest in
all of the Debtor's accounts and inventory including the Debtor's
cash.
In 2019, Swift declared a default on the Note and initiated
arbitration against the Debtor and Chiu, as guarantor.
On June 24, 2019, the arbitrator awarded Swift $94,747.94. The
Debtor's principal appeared telephonically at an initial
conference, but otherwise did not proceed or defend the Obligation
owed to Swift. Subsequently, on June 16, 2020, Swift filed a
Complaint to Confirm Arbitration Award with the Middlesex Superior
Court (20-1378), and judgment was issued against the Debtor in the
amount of $97,023.50.
The order is without prejudice to the Chapter 11 trustee filing a
motion to use cash collateral.
A copy of the motion is available at https://bit.ly/36ySdli from
PacerMonitor.com.
A copy of the order is available at https://bit.ly/36tJQrl from
PacerMonitor.com.
About CrimsonBikes LLC
CrimsonBikes, LLC owns and operates a bicycle store in the Greater
Boston area in Massachusetts.
An involuntary Chapter 7 bankruptcy petition was filed against
CrimsonBikes, LLC (Bankr. D. Mass. Case No. 21-10278) on March 3,
2021. The petition was filed by creditors SmartEtailing, Inc.;
CVI-TCB Commercial, LLC; and Michael Jaeger.
The Hon. Janet E Bostwick presides over the case.
Petitioning Creditors SmartEtailing and Michael Jaeger are
represented by Lynne B. Xerras, Esq. at Holland & Knight LLP.
Petitioning Creditor CVI-TCB Commercial, LLC is represented by
Andrew E Goloboy, Esq. at Dunbar Goloboy PC as counsel.
CUBIC CORP: Fitch Assigns Final 'B' IDR, Outlook Stable
-------------------------------------------------------
Fitch Ratings has assigned Cubic Corporation and Atlas CC
Acquisition Corp. final Issuer Default Ratings (IDR) of 'B'. Fitch
has also assigned final ratings to the company's first-lien term
loan B and revolver of 'BB'/'RR1', issued at Atlas CC Acquisition
Corp. The IDRs and ratings on the first-lien term loan B and
revolver were converted from expected to final ratings following
the close of the transaction. The Rating Outlook is Stable.
The ratings reflect the capital structure after Cubic was taken
private by Veritas Capital and Evergreen Coast Capital. The company
closed the $3 billion transaction in 2Q21, financed through the
combination of a first-lien term loan, second-lien term loan,
preferred equity and sponsor equity.
Cubic's ratings and Rating Outlook are supported by its strong
profitability, contract diversification, revenue stability, and
significant intellectual property (IP) portfolio, which
differentiates it from its competition. The company has a strong
backlog, which is expected to expand over the next few years given
the potential increase in infrastructure spending on both a state
and federal level.
These positive factors are generally offset by the company's high
initial leverage for the 'B' rating and modest degree of
cyclicality. Execution risk is also present, as Cubic's near- and
intermediate-term profitability and growth potential rely on
achieving the majority of cost-cutting initiatives that management
has outlined.
KEY RATING DRIVERS
Initial High Leverage: Fitch expects that Cubic's gross leverage
(debt to EBITDA) immediately following the acquisition by Veritas
Capital and Evergreen Coast Capital will be high for the 'B' rating
level at greater than 6.0x before the majority of cost savings
actions are completed. Fitch forecasts steady improvement toward
the mid-to-low 5.0x range over the 12- to 24-months
post-transaction close as the company executes on its objectives of
reducing costs and growing revenue. Leverage beyond 2022 will
largely depend on the company's capital allocation strategy.
Execution on Cost Reduction: Fitch views stability at the current
rating level and future positive rating momentum as somewhat
dependent on management's ability to execute on its cost savings
plans. Fitch's assumptions conservatively assume slightly more than
half of the cost savings measures are achieved within the next 12
to 18 months. If Cubic is unable to achieve a meaningful portion of
these objectives, Fitch believes leverage could remain elevated
beyond one or two years after the transaction is completed, which
in turn could pressure the rating.
Solid Cash Flow and Margins: Fitch considers Cubic's profitability
and cash generation to be strong for a government contractor,
consistent with a higher-rated entity, and there are heavily
weighted factors when deriving the 'B' IDR. Fitch forecasts the
company's EBITDA margins will improve substantially under the
agency's conservative assumption that the company achieves slightly
more than half of its planned cost savings measures by YE22. If the
company can execute on these measures and avoids losing contract
renewals, Fitch forecasts Cubic's cash flow will be positive and
increasing over the next few years.
Innovative, Diversified Portfolio: Cubic has a highly diversified
and complex product portfolio, which supports the company's credit
profile. The company constantly innovates through R&D investment to
provide highly unique offerings backed by IP. In some cases, the
company partners with customers to become embedded in the decision
loop and better meet customers' objectives. Further, a high
percentage of the company's portfolio comprises sole-sourced
contracts spanning several years, which creates an inherent barrier
to entry for potential competitors.
Revenue Tailwinds: Fitch believes there are several factors that
could contribute to mid-to-high single-digit percentage annual
revenue growth over the next several years. On the transportation
side, the macro trend of urbanization, although somewhat stifled
following the coronavirus pandemic, still largely supports the
increased use and scope of mass transit.
In turn, this should lead to increased use of products that Cubic
produces under Cubic Transportation Systems (CTS), including urban
revenue management systems, cashless tolling and advanced traffic
management solutions. Further, digitization of those systems,
coupled with the implementation of Internet of Things (IoT)
technologies and potential support from the federal infrastructure
bill, would benefit Cubic in excess of Fitch's base forecasts.
Cubic's defense portfolio should benefit from increased spending on
data-driven training and communication platforms, which Cubic
provides. The company also has partnered with various government
agencies to invest substantially in next-generation technologies,
which could provide long-term growth if the projects evolve.
Revenue Visibility: Cubic has a substantial amount of revenue
visibility, which Fitch believes supports the 'B' rating despite
higher initial leverage. Many of the contracts on both the
transportation and defense side are several years in duration and
sole-sourced, with only a very small percentage of revenue that is
variable based on transportation traffic volumes. This provides
some stability to the company's overall profile, while certain
indefinite delivery, indefinite quantity (IDIQ) contracts can lead
to additional upside.
DERIVATION SUMMARY
Fitch considers the company's leverage profile to be relatively in
line with similarly rated peers, such as Peraton Holding Corp.
(B/Stable), but weaker than 'B' rated peers in the broader
Aerospace and Defense sector. However, cash flow generation and
profitability are more consistent with that of higher-rated
companies. Cubic's product portfolio is strong and well diversified
by contract and customer with a high degree of revenue visibility
and long-dated contracts that partially offset the company's weaker
leverage.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
-- Mid-single-digit annual revenue growth (%) at CTS and Cubic
Mission & Performance Solutions (CMPS) over the next few years
driven by an increased scope of urban revenue management
systems, expansion of cashless tolling systems, utilization of
more advanced traffic management solutions, increased use of
IoT technologies and the greater importance of live virtual
constructive training platforms and other emerging
technologies;
-- EBITDA margins expand over the next few years. Fitch assumes
the company is able to maintain margins after actioned cost
saving measures and executes on additional run-rate cost
reduction. There is upside to Fitch's forecast if the company
executes on planned synergies;
-- Capex spending expected to steadily decline through YE24;
-- Moderate cash costs between 2021 and 2022, required to achieve
cost synergies;
-- Minimal working capital fluctuations;
-- Gross leverage (debt to EBITDA) below 6.0x by 12 to 18 months
following the transaction;
-- Preferred shares are not considered debt;
-- Term loan C is immunized by segregated cash collateral and is
excluded from Fitch's leverage calculations.
KEY RECOVERY RATING ASSUMPTIONS
The recovery analysis assumes Cubic would be considered a going
concern in bankruptcy and that the company would be reorganized
rather than liquidated. A 10% administrative claim is assumed in
the recovery analysis.
Fitch assumes Cubic will receive a going-concern recovery multiple
of 7.0x EBITDA under this scenario. Fitch considers this multiple
to be toward the upper middle range of recovery multiples assigned
to companies in the Aerospace and Defense sector.
Fitch's recovery assumptions are based on Cubic's moderate and
improving cash flow and margins, long-dated contracts, strong
intellectual property and technology portfolio. The agency also
considered the company's contract diversification in determining a
medium to high recovery multiple.
Fitch assumes the going concern EBITDA in the analysis will be
lower than pro forma EBITDA. A hypothetical bankruptcy could result
from materially low contract renewal rates and contract losses,
stemming from either reputational damage or severely increased
competition.
Most of the defaulters in the Aerospace and Defense sector observed
by Fitch in recent bankruptcy case studies were significantly
smaller in scale, had less diversified product lines or customer
bases and were operating with highly leveraged capital structures.
Fitch generally assumes a fully drawn first-lien revolver in its
recovery analyses, since credit revolvers are tapped as companies
are under distress.
The first-lien term loan B and revolver will be secured by the
first lien on all assets of the guarantor subsidiaries and share
the remaining subsidiaries' equity with the second-lien lenders on
a pro rata basis. In Fitch's analysis, the agency assumes 75% of
subsidiaries are guarantors on the debt. The first-lien revolver
and term loan B are based on Fitch's recovery analysis under a
going concern scenario and result in a corresponding 'BB' rating
and a Recovery Rating of 'RR1'.
Fitch excluded the term loan C from its recovery waterfall
analysis. In a bankruptcy scenario, it is assumed that the cash
collateralization segregated for this facility would be used to
repay the debt associated with it.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Execution on cost saving measures leads to sustained elevated
EBITDA margins;
-- Leverage (debt to EBITDA) consistently below 5.0x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Leverage sustained at greater than 6.0x beyond 12 to 18 months
after the acquisition by Veritas;
-- FFO interest coverage sustained below 1.75x;
-- A material loss of contract(s) affects the company's
diversification;
-- The company fails to achieve at least half of the planned cost
savings measures before YE22;
-- Consistently neutral to negative FCF.
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
Fitch considers the company's liquidity to be solid at between $400
million and $500 million, comprising between $200 million and $300
million of cash on the balance sheet and a $225 million revolving
credit facility. Fitch believes this is adequate to cover the
company's modest capital requirements such as capex and working
capital fluctuations. Fitch does not expect the company to pay
dividends going forward. Fitch considers the cash from the company
issuing its $300 million term loan C to be restricted, as the
agency believes it cannot be used beyond collateralizing the term
loan and associated LOCs.
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.
ISSUER PROFILE
Cubic Corporation is a technology-driven, market-leading provider
of integrated solutions that increase situational awareness for
transportation, defense C4ISR and training customers worldwide to
decrease urban congestion and improve militaries' effectiveness and
operational readiness. Cubic serves various end markets that
include transportation, defense command, control, communications,
computers, intelligence, surveillance and reconnaissance and
defense training customers globally.
D. INTERNATIONAL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: D. International Services LLC
1516 S. Victoria Ave
Los Angeles, CA 90019
Business Description: D. International Services is engaged in
activities related to real estate.
Chapter 11 Petition Date: July 19, 2021
Court: United States Bankruptcy Court
Central District of California
Case No.: 21-15793
Judge: Hon. Vincent P. Zurzolo
Debtor's Counsel: Eric O. Ibisi, Esq.
LAW OFFICES OF ERIC O. IBISI,
A PROFESSIONAL CORPORATION
3600 Wilshire Blvd., Ste 332
Los Angeles, CA 90010
Tel: (213) 383-5839
E-mail: ibisilaw@att.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Greta Curtis, managing member.
The Debtor filed an empty list of its 20 largest unsecured
creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/7CDKLTA/D_International_Services_LLC__cacbke-21-15793__0001.0.pdf?mcid=tGE4TAMA
D.W. TRIM: Court OKs Access to Cash Collateral Thru January 1
-------------------------------------------------------------
Judge Mark Houle authorized D.W. Trim, Inc. to use cash collateral,
on a final basis, for the period from July 11, 2021, through
January 1, 2022, pursuant to the budget.
The Debtor is authorized to deviate from the approved budget, as
follows:
* As to any category with spending projected to be over $2,000,
the Debtor may deviate from the budget by as much as 15% per week
and without notice to the secured creditors.
* As to any category with spending projected to be under $2,000,
the Debtor may deviate from the budget by as much as 20% per week
and without notice to the secured creditors.
* Should the Debtor believe it necessary to exceed the approved
amounts by a greater percentage, the Debtor will need to obtain
approval from the Small Business Administration only of the
proposed variance. If the Small Business Administration does not
object to the variance within 48 business hours, then the variance
will be deemed approved. If the SBA does not approve the variance,
then the Debtor may request a hearing on shortened notice to obtain
such approval.
* The Court also authorized the Debtor to rollover any unused
expense allowance from week to week by category. The Debtor may
also apply excess gross revenues to costs of goods sold.
As adequate protection for the SBA's interest, the Debtor shall
make monthly adequate protection payments to the SAB for $731
beginning the week of July 11, 2021, and continuing throughout the
designated period. Moreover, secured creditors are granted
replacement liens in all post-petition assets of the Debtor, other
than avoidance power actions and recoveries.
A copy of the order is available for free at https://bit.ly/36xS7uA
from PacerMonitor.com.
About D.W. Trim Inc.
D.W. Trim, Inc., provides labor and materials as a finish carpentry
sub-contractor on tract home projects, largely in the Inland
Empire. It was incorporated in 2008 and operates its business in
Riverside, Calif.
D.W. Trim sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Calif. Case No. 21-10758) on Feb. 15, 2021. In its
petition, the Debtor disclosed assets of between $1 million and $10
million and liabilities of the same range. D.W. Trim President
Christopher S. De Mint signed the petition.
Judge Mark D. Houle oversees the case.
The Fox Law Corporation, Inc., is the Debtor's legal counsel.
D4MC LLC: Seeks to Tap Joyce W. Lindauer as Bankruptcy Counsel
--------------------------------------------------------------
D4MC, LLC seeks approval from the U.S. Bankruptcy Court for the
Northern District of Texas to employ Joyce W. Lindauer Attorney,
PLLC as its legal counsel.
The Debtor desires to hire the firm to effectuate a reorganization,
propose a plan of reorganization and effectively move forward in
its bankruptcy proceeding.
The hourly rates of the firm's attorneys and staff are as follows:
Joyce W. Lindauer $450 per hour
Kerry S. Alleyne $300 per hour
Guy H. Holman $250 per hour
Dian Gwinnup $125 per hour
Law Clerks and Paralegals $65 - $150 per hour
Legal Assistants $65 - $150 per hour
In addition, the firm will seek reimbursement for out-of-pocket
expenses incurred.
The firm received a retainer of $11,500, plus filing fee of
$1,738.
Joyce Lindauer, Esq., the owner of the firm, disclosed in a court
filing that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Joyce W. Lindauer, Esq.
Joyce W. Lindauer Attorney, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Telephone: (972) 503-4033
Facsimile: (972) 503-4034
Email: joyce@joycelindauer.com
About D4MC LLC
Dallas-based D4MC, LLC filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No.
21-41371) on June 9, 2021. Tim Barton, president, signed the
petition. As the time of the filing, the Debtor disclosed $1
million to $10 million in assets and $100,000 to $500,000 in
liabilities. Judge Edward L. Morris oversees the case. Joyce W.
Lindauer, Esq., serves as the Debtor's legal counsel.
DALLAS REAL ESTATE: Seeks to Hire Joyce W. Lindauer as Counsel
--------------------------------------------------------------
Dallas Real Estate Investors, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to employ Joyce
W. Lindauer Attorney, PLLC as its legal counsel.
The Debtor desires to hire the firm to effectuate a reorganization,
propose a plan of reorganization and effectively move forward in
its bankruptcy proceeding.
The hourly rates of the firm's attorneys and staff are as follows:
Joyce W. Lindauer $450 per hour
Kerry S. Alleyne $300 per hour
Guy H. Holman $250 per hour
Dian Gwinnup $125 per hour
Law Clerks and Paralegals $65 - $150 per hour
Legal Assistants $65 - $150 per hour
In addition, the firm will seek reimbursement for out-of-pocket
expenses incurred.
The firm received a retainer of $11,500, plus filing fee of
$1,738.
Joyce Lindauer, Esq., the owner of the firm, disclosed in a court
filing that her firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Joyce W. Lindauer, Esq.
Joyce W. Lindauer Attorney, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Telephone: (972) 503-4033
Facsimile: (972) 503-4034
Email: joyce@joycelindauer.com
About Dallas Real Estate Investors
Dallas Real Estate Investors, LLC filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas
Case No. 21-41488) on June 22, 2021. Timothy Barton, president,
signed the petition. As of the time of the filing, the Debtor
disclosed $1 million to $10 million in both assets and liabilities.
Judge Edward L. Morris oversees the case. Joyce W. Lindauer, Esq.,
serves as the Debtor's legal counsel.
DAVEY KENT: Hearing Today on Continued Cash Collateral Use
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio,
Eastern Division, is slated to hold a hearing today, July 20, to
consider on a final basis the request of Davey Kent, Inc. and
affiliates to use cash collateral.
The Debtors require the use of cash collateral to pay operating
expenses.
The Court on July 7 entered an interim order on the request. As
adequate protection solely to the extent of any diminution of the
aggregate value of Hometown Bank's interest in prepetition
collateral, (a) the Debtors will provide monthly payments of not
more than $11,000, reflective of the non-default interest rate
under the Loans, beginning on or about August 1, 2021; and (b) the
Lender is granted valid and perfected, security interests in, and
liens on the Debtors' assets.
As a precondition to the Lender's consent of the Debtors' continued
used of Cash Collateral, the Debtors will reasonably cooperate with
the Lender to engage a licensed and experienced Commercial Real
Broker to nationally market and list for sale substantially all of
Nypano's assets.
The automatic stay provisions of Bankruptcy Code section 362 are
modified to permit the Debtors (a) to grant the liens on
Postpetition Collateral as adequate protection to the Lender, and
(b) to create, and the Lender to perfect, any and all liens,
mortgagees and security interests granted to the Lender hereunder;
provided, however, that the Lender will not be required to (i) file
UCC financing statements or other instruments with any other filing
entity to perfect any lien, mortgage or security interest granted
by this Order or (ii) take any other action to perfect such liens,
mortgages and security interests, and (iii) such liens, mortgages
and security interests are deemed perfected; provided however, that
if the Lender will, in its sole discretion, elect for any reason to
file, record or serve any such financing statements or other
documents with respect to such liens and security interests, the
Debtors will execute the same upon request and the filing,
recording or service thereof will be deemed to have been made on
the Petition Date.
These events constitute "Events of Default:"
a. The Debtors' failure to comply with each and every term and
provision of this Interim Order;
b. The Debtors' use of the Cash Collateral to pay any
obligation other than those specified in this Order or in the
Budget, or the Debtors' use of the Cash Collateral to pay any
obligation in excess of the applicable amount specified in the
Order or in the Budget;
c. The entry of an order dismissing the bankruptcy case,
converting this bankruptcy case to a case under chapter 7 of the
Bankruptcy Code, appointing a trustee or examiner (whether under
chapter 11 or chapter 7), or terminating the authority of the
Debtors' to conduct or operate their business (no Cure Period shall
apply to this Event of Default);
d. The Debtors materially violate any other court order, any
rules or guidelines promulgated by the United States Trustee;
e. The Order is reversed, vacated, stayed, amended,
supplemented or otherwise modified in a manner which adversely
affects the rights of the Lender or adversely affects the priority
of any or all of Lender' claims, liens or security interests; and
f. Any sale of the Postpetition Collateral (other than in the
ordinary course of business) is approved without the consent of
Lender or an order of the Court.
The security interests, liens and mortgages granted (a) will be in
addition to all security interests, liens, mortgages, and rights of
set-off existing in favor of any of the Lien Holders on the
Petition Date, (b) will be valid, perfected, enforceable and
effective as of the Petition Date without any further action by the
any of the Lien Holders and without the execution of any financing
statements, mortgages, security agreements, or any other documents,
and (c) will secure payment in an amount equal to any diminution in
value of any of the Lien Holders interest in the Cash Collateral.
The Court is not, at this time, adjudicating whether or how any of
the Lien Holders indebtedness, pre-petition or post-petition liens
or claims may be allocated or, if so, how it might be allocated to
each Debtor and to the other assets.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3k9IV7l from PacerMonitor.com.
The Debtor projects $55,144 in beginning cash balance and
$49,836.20 in total operating expenses for July.
Hometown Bank has filed a limited objection to the request.
Hometown says it has not been paid on its loan in over a year. Cash
collateral cannot lawfully be used by the Debtor or the Trustee
unless (1) Hometown consents, which it does not, or (2) if Hometown
is adequately protected, which it is not.
Hometown Bank is represented by:
Christopher J. Niekamp, Esq.
Buckingham, Dooliltle & Burroughs, LLC
3800 Embassy Pkwy, Suite 300
Akron OH 44333-8398
Tel: (330) 258-6470
E-Mail: cniekamp@bdblaw.com
- and -
Wade T. Doerr, Esq.
Buckingham, Doolittle & Burroughs, LLC
23 S. Main Street, Suite 302
Akron OH 44308
Tel: (330) 258-6473
E-Mail: wdoerr@bdblaw.com
About Davey Kent, Inc.
Davey Kent, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 21-51022) on July 2,
2021. In the petition signed by J. Thomas Myers, II, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Alan M. Koschik oversees the case.
Marc B. Merklin, Esq., at Brouse McDowell, LPA is the Debtor's
counsel.
DAVEY KENT: Seeks to Hire Brouse McDowell as Bankruptcy Counsel
---------------------------------------------------------------
Davey Kent, Inc. and Nypano Company, LLC seek approval from the
U.S. Bankruptcy Court for the Northern District of Ohio to employ
Brouse McDowell, LPA as their bankruptcy counsel.
Brouse McDowell will perform these legal services:
(a) advise the Debtors with respect to their powers and
duties;
(b) advise the Debtors with respect to all bankruptcy
matters;
(c) prepare legal papers;
(d) represent the Debtors at all court hearings on matters
relating to their affairs and interests;
(e) prosecute and defend litigated matters that may arise
during these Chapter 11 cases;
(f) negotiate and seek approval of a sale of some or all of
the Debtors' assets;
(g) negotiate appropriate transactions and prepare any
necessary documentation related thereto;
(h) represent the Debtors on matters relating to the
assumption or rejection of executory contracts and unexpired
leases;
(i) advise the Debtors with respect to corporate, securities,
real estate, litigation, labor, finance, environmental, regulatory,
tax, healthcare and other legal matters; and
(j) perform all other legal services.
Brouse McDowell received a retainer in the amount of $3,735 and
$26,265 for services rendered to Nypano Company, LLC and Davey
Kent, Inc., respectively.
The hourly rates of Brouse McDowell's attorneys and staff are as
follows:
Marc B. Merklin $525 per hour
Bridget A. Franklin $360 per hour
Julie K. Zurn $325 per hour
Theresa M. Palcic $185 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
Marc Merklin, Esq., a partner at Brouse McDowell, 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:
Marc B. Merklin, Esq.
Brouse McDowell, LPA
388 South Main Street, Suite 500
Akron, OH 44311
Telephone: (330) 535-5711
Facsimile: (330) 253-8601
Email: mmerklin@brouse.com
About Davey Kent
Davey Kent, Inc., a manufacturer of industrial machinery based in
Kent, Ohio, filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 21-51022) on July
2, 2021. Thomas J. Myers, II, president, signed the petition. At
the time of the filing, the Debtor disclosed $1 million to $10
million in both assets and liabilities. Judge Alan M. Koschik
oversees the case. Brouse McDowell, LPA serves as the Debtor's
legal counsel.
DIOCESE OF WINONA: Gets OK to Hire RE/MAX as Real Estate Broker
---------------------------------------------------------------
Diocese of Winona-Rochester received approval from the U.S.
Bankruptcy Court for the District of Minnesota to employ RE/MAX
Results to market for sale its real property located at 75th St.
NW, Rochester, Minn.
The firm will be paid a 3 percent commission on the sales price.
Merl Groteboer, a partner at RE/MAX Results, disclosed in a court
filing that the firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Merl O. Groteboer
RE/MAX Results
4123 26th Street NW
Rochester, MN 55901
Office: (507) 288-1650
Mobile: (507) 261-2171
About Diocese of Winona-Rochester
The Diocese of Winona-Rochester was established on Nov. 26, 1889
when Pope Leo XIII issued the apostolic constitution which erected
the diocese, and set its geographical boundaries. The Diocese
encompasses the 20 southernmost counties of the state of Minnesota
and measures 12,282 square miles. The Diocese is home to 107
parishes, four high schools, 30 junior high, elementary or
preschools, and Immaculate Heart of Mary Seminary in Winona. The
Diocese of Winona-Rochester is headquartered at the Diocesan
Pastoral Center in Winona, Minnesota.
The Diocese of Winona-Rochester sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 18-33707) on
Nov. 30, 2018. In the petition signed by Reverend Monsignor Thomas
P. Melvin, vicar general, the Debtor estimated $10 million to $50
million in assets and $1 million to $10 million in liabilities.
Judge William J. Fisher oversees the case.
The Debtor tapped Bodman PLC as bankruptcy counsel, Restovich Braun
& Associates as local counsel, Burns Bowen Bair LLP as special
insurance litigation counsel, and Alliance Management, LLC as
financial consultant.
The U.S. Trustee for Region 12 appointed the official committee of
unsecured creditors in the Debtor's Chapter 11 case on Dec. 19,
2018. The committee is represented by Stinson Leonard Street, LLP.
DURANGO GEORGIA: Former Mill Property Sold to Jacoby Development
----------------------------------------------------------------
Michael Newsom, Managing Director of National CRS and Liquidating
Trustee of the Durango Georgia Paper Company Bankruptcy Estate
("DGPC" or "the Bankruptcy"), reported that on June 30, 2021, the
former DGPC mill property had been sold to Jacoby Development, Inc.
("JDI"). Over more than a decade of sales attempts, Mr. Newsom held
strong to his vision that the mill property had many outstanding
characteristics that made it a prime piece of real estate for an
organization that shared his vision. Furthermore, he believed that
right sale would give a fair return to the creditors of the
Bankruptcy, and it would complement the future of the City of St.
Marys. Mr. Newsom also overcame pressure to sell this property to
low bidders, and he did not compromise because of false, negative
rumors and publicity about the land. JDI, in the persons of Mr.
James Jacoby and John Loudon, likewise did not bow to obstacles,
and with the help of funding from the local Joint Development
Authority, they secured the required capital.
Mr. Jacoby showed interest in the property two times previously
during the storied sales process. The timing was just not right for
either of those times, but unbeknownst to Mr. Newsom, Mr. Jacoby
had kept a keen eye on the property. When Mr. Newsom reached out to
him approximately two years prior to the closing of the deal, Mr.
Jacoby launched an all-out effort to buy the mill site. Mr. Jacoby
is known to be just the man with big plans that this property
needs. His company, JDI, has had success in Georgia's Brownfield
Program, and he is highly respected by the folks at the Georgia
Department of Natural Resources.
This complex effort to sell the mill site needed a skillful and
varied team to draw this process to a conclusion. At the top of the
list is Ward Stone, a partner in the Georgia law firm Stone &
Baxter. Mr. Stone flawlessly navigated the bankruptcy process and
helped keep the Bankruptcy Estate alive and free from any legal
problems. Gregg Marx, of Marx Enterprise, provided on site
management of the site with daily inspections. Gregg was a former
plant engineer at the mill, and his comprehensive knowledge of the
site was key in winning over the JDI. Mr. Newsom greatly
appreciates the unwavering support from St. Marys Mayor, John
Morrissey. Without his backing, it is likely that such a successful
sale would not have happened. Kudos also goes out to Dr. J. Brad
Peebles of the environmental firm TetraTech for his guidance on
environmental issues. Lastly, Mr. Newsom would like to thank the
residents of the City of St. Marys for their hospitality. He voiced
that after many years of visiting St. Marys, he feels like he is a
member of the community.
About Durango Georgia
Based in St. Mary's, Georgia, Durango Georgia Paper Company --
http://www.durangopaper.com/-- was a nationally recognized
bleached board and kraft paper producer in the U.S. offering
coast-to-coast and international service. On Oct. 29. 2002,
creditors filed an involuntary chapter 7 petition against Durango.
The Company filed for chapter 11 relief on Nov. 20, 2002 (Bankr.
S.D. Ga. Case No. 02-21669). George H. Mccallum, Esq., at Stone &
Baxter, LLP, Kate D. Strain, Esq., at Hunter, Maclean, Exley &
Dunn, PC, and Neil P. Olack, Esq., at Duane Morris LLP, represent
the Debtor in its restructuring efforts. Bridge Associates, LLC,
was appointed as Liquidating Trustee under the terms of a Plan of
Liquidation approved by creditors and confirmed by the Bankruptcy
Court in June 2004.
EASTERDAY RANCHES: Sale of Farms Okayed After Objections Resolved
-----------------------------------------------------------------
Don Jenkins of Capital Press reports that two major creditors
Wednesday, July 14, 2021, dropped their opposition to the sale of
Easterday farms, clearing the way for the Mormon church to buy an
Eastern Washington family farm brought down by debt and fraud.
Prudential Insurance Co. and Equitable Life Insurance agreed to
withdraw their objections during a mid-hearing break in U.S.
Bankruptcy Court in Yakima. In return, they are guaranteed to
receive most, if not all, of the millions of dollars owed them by
Cody Easterday, his wife, mother and their companies.
The parties, returning from the closed conference, outlined the
agreement to Judge Whitman Holt, settling a dispute that had
threatened to block the $209 million acquisition by Farmland
Reserve Inc., affiliated with the Church of Jesus Christ of
Latter-day Saints.
How sale proceeds will be divided among creditors and the Easterday
family will be decided later.
Farmland Reserve does business in Washington as AgriNorthwest and
already owns 100,000 acres. It's poised to add 18,000 acres,
including 12,000 irrigated acres, in Benton County.
Most of the Easterday properties border AgriNorthwest land,
according to the church-affiliated organization.
"Our successful bid reflects our long-term commitment to Columbia
Basin agriculture. We will be growing crops on these fertile fields
for decades to come," Farmland CEO Doug Rose said in a statement.
The Easterdays filed for bankruptcy in February 2021 as Cody
Easterday faced a federal investigation that he schemed to defraud
Tyson Foods and another company by billing them to buy and feed
nonexistent cattle.
Easterday pleaded guilty March 31, 2021 to one count of wire fraud
and agreed to pay $244 million in restitution. He faces a prison
term and is scheduled to be sentenced in federal court Oct. 5. He
also faces charges that he defrauded the Commodities Futures
Trading Commission.
Farmland Reserve outbid a company associated with Bill Gates for
properties commonly known as the Cox Farm, Goose Gap Farm, Nine
Canyon Farm, River Farm, Farm Manager House and Storage Complex.
The sale will involve dozens of parcels owned by Easterday Farms,
Easterday Ranches or individual Easterdays. Complex partnerships
threatened to stall the sale.
Prudential and Equitable had claimed that the proposed bankruptcy
sale included privately held property not eligible to be sold free
of liens in a Chapter 11 bankruptcy, meant to reorganize business
holdings.
According to court records, the Easterdays borrowed $50 million in
2020 from Prudential to operate their businesses, putting up
various properties as collateral.
Prudential, in court records, said that with interest the
Easterdays owed $57 million.
Equitable said in a court filing it was owed about $29 million.
Late July 14, 2021, Prudential formally objected to the sale,
echoing an objection filed in June by Equitable. Both argued the
judge should block the sale unless Prudential and Equitable were
guaranteed to be paid in full, including at a higher interest rate
charged to loans in default.
The attorney spearheading the sale, Richard Pachulski, said
bundling the properties would maximize their value and that
ownership and allocation issues could be worked out later.
Under the agreement outlined in court, Prudential and Equitable
will be repaid at the higher default interest rate, though
Easterday Farms and Easterday Ranches reserved the right to seek to
regain some of the money later.
The Easterday farm was started in 1959 by Ervin Easterday, Cody
Easterday’s grandfather. Farmland Reserve has been farming in the
same area since 1968.
“We have been neighbors with the Easterday family for more than
50 years. The close similarity of soils and crops grown represents
a unique opportunity for these lands to be combined almost
seamlessly with AgriNorthwest,” AgriNorthwest Vice President Pat
Tolman said in a statement.
About Easterday Ranches
Easterday Ranches, Inc. is a privately held company in the cattle
ranching and farming business.
Easterday Ranches sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Wash. Case No. 21-00141) on Feb. 1,
2021. Its affiliate, Easterday Farms, a Washington general
partnership, filed a Chapter 11 bankruptcy petition (Bankr. E.D.
Wash. Case No. 21-00176) on Feb. 8, 2021. The cases are jointly
administered under Case No. 21-00141.
At the time of the filing, the Debtors disclosed assets of between
$100 million and $500 million and liabilities of the same range.
Judge Whitman L. Holt oversees the cases.
The Debtors tapped Pachulski Stang Ziehl & Jones LLP as their lead
bankruptcy counsel, Bush Kornfeld LLP as local counsel, and Davis
Wright Tremaine LLP as special counsel. T. Scott Avila and Peter
Richter of Paladin Management Group serve as restructuring
officers.
The U.S. Trustee for Region 18 appointed an official committee of
unsecured creditors on Feb. 16, 2021.
EMPIRE RESORTS: Fitch Affirms 'B(EXP)' IDR, Outlook Negative
------------------------------------------------------------
Fitch Ratings has affirmed Empire Resorts, Inc.'s Issuer Default
Rating (IDR) at 'B(EXP)'. The Rating Outlook is Negative. Fitch has
also withdrawn the 'B+'/'RR3(EXP)' rating on the previously
proposed secured note offering, which was postponed last year
amongst ongoing property closures.
Empire's 'B(EXP)' IDR reflects its standalone 'CCC+' IDR with a
two-notch uplift related to its relationship with Genting Malaysia
(BBB/Negative). Empire's standalone credit profile reflects its
concentration in a competitive, saturated Northeast market as well
as its high leverage and tight FCF.
The (EXP) designation refers to the rating level expected upon the
completion of the recapitalization that Fitch still expects will
occur despite the delay. The Negative Outlook considers the risks
and uncertainty the U.S. gaming industry is facing from the
pandemic and the early stages of New York State casinos' recovery
relative to other regional gaming markets.
Fitch has withdrawn the expected rating on Empire's previously
proposed debt instrument as it is no longer expected to convert to
a final rating.
KEY RATING DRIVERS
Persistently High Leverage: Fitch forecasts run-rate standalone
gross adjusted leverage to be in the high-single digit range based
on current operating performance. This is driven by an accelerating
recovery from the coronavirus disruption in U.S. regional gaming
markets and, until recently, New York State. Fitch capitalizes
Empire's leases at 8x, which include a ground lease under its
casino with EPR Properties, a REIT. The risk associated with
Empire's high leverage is amplified by its lack of
diversification.
Lack of Diversification: Empire operates a single property, Resorts
World Catskills (RWC), in a competitive market that could be
subject to new supply in the medium term. Single-site casino
operators are typically rated on the low end of speculative grade,
though some can achieve higher ratings if they are in
well-protected, monopolistic type regulatory environments and have
very low leverage. Empire could become more diversified with its
second slots-only casino license slated for the nearby Orange
County, NY (OC, to open during 2022). However, given the geographic
proximity of OC the ratings benefit from opening the additional
casino will be somewhat limited.
Competitive Pressure Tempers Potential: RWC is located
approximately 90 miles from New York City and the immediate area
around the casino is remote relative to the size of resort. RWC
competes with Atlantic City, NJ, eastern Pennsylvania, New York
City area slots-only properties and Connecticut tribal casinos for
New York metro area customers. The competitive landscape makes
significant, long-term growth in gaming revenues unlikely.
Additionally, New York State can consider incremental downstate
full-scale licenses beginning 2023, which could in turn increase
political momentum to try and expand gaming in New Jersey again.
Evolving Liquidity Position: Empire's liquidity is not a material
near-term concern based on Fitch's assumptions regarding continued
support from shareholders and should improve as property
performance continues to ramp up. Current cash balances (included
cash escrowed for interest) are sufficient to meet operating needs
and near-term debt service.
The near-term maturities are expected to be addressed by sponsor
support and/or a recapitalization event. The sponsors have
expressed their support by entering into a keepwell agreement that
Fitch views as a signal the sponsors will ensure the upcoming
maturities are addressed though Fitch notes the agreement does not
necessarily require them to do so. Genting Malaysia's 2020 bond
issuance provides it with sufficient liquidity to repay the HoldCo
maturity should it choose to do so.
Maturities aside, the credit profile should generate a small level
of FCF (assuming a recap with high single digit interest expense)
given the EBITDA growth and low levels of maintenance capex.
Development capex related to the Orange County slots-only property
will not impact Empire's liquidity profile as it will be primarily
funded from outside the restricted group.
Genting Relationship Positive: Fitch views Empire's association
with Genting Malaysia (BBB/Negative) positively and warrants a
two-notch uplift from the 'CCC+' standalone credit profile under
Fitch's 'Parent and Subsidiary Rating Linkage' criteria. The
bottoms-up approach focusing on the standalone credit profile
differs from other Genting-owned entities that are equalized with
the parent's rating. This is primarily due to Genting not wholly
owning Empire Resorts, as Kien Huat (the investment vehicle of the
Lim family that controls Genting) owns 51% and controls Empire. In
addition, Fitch views RWC as having less strategic value than other
wholly owned Genting properties, which are generally large-scale
flagship assets that generate materially greater cash flow.
RWC has some strategic value given Genting's reputational risk with
global gaming regulators, and the property is managed by the same
team as Resorts World New York and shares the same brand. The
two-notch uplift is also supported by a keepwell deed that further
signals Genting Malaysia's support. The uplift assumption has been
validated by recent actions such as sponsors supporting Empire
through preferred equity investments to ensure the prior capital
structure's debt was serviced during initial operating weakness.
DERIVATION SUMMARY
Empire's standalone credit profile is consistent with other
single-site casino operators, are typically on the lower end of
speculative grade. While liquidity is not an immediate issue, the
rating reflects Empire's geographic concentration in a competitive
environment subject to new supply risk in the medium term. The
standalone profile also reflects higher leverage and a weak FCF
profile. Fitch treats the HoldCo debt as debt of the rated entity
due to potential enforcement of a share pledge triggering a Change
of Control at the rated entity level.
KEY ASSUMPTIONS
-- Fitch's assumptions build off a normalized, run-rate net
revenue of $315 million for RWC, supported by managements
post-privatization initiatives and the recovery in U.S.
regional gaming. This level of revenue is achieved during
FY2022, with FY2021 lower given the lingering pandemic
disruption in Q1'21. Total revenue increases toward $400
million in 2023, which includes the first year of operations
of the Orange County slots-only property (Fitch assumes 25%
cannibalization to RWC).
-- EBITDAR is $36 million in 2021, primarily due to the flat
EBITDAR generated during Q1'21 when operating restrictions
remained in New York State. EBITDAR margins increase toward
low-20% by 2022 thanks to a large number of cost savings
associated with taking Empire private, as well as a
rationalization of the labor pool post-coronavirus.
-- Rent is roughly $20 million per year and increases slightly
after Orange County property opens.
-- Maintenance capex is minimal given RWC's age. Capex related to
the OC license is funded outside of the restricted group.
-- Near-term maturities are addressed via sponsor support and
eventually some type of recapitalization event similar to the
one contemplated in mid-2020.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Reductions in adjusted debt/EBITDAR toward 7.0x (includes
HoldCo debt);
-- FCF margin consistently positive;
-- An increase in rating linkage with Genting Malaysia;
-- Geographic diversification away from greater New York City.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- A prolonged operating disruption from the coronavirus pandemic
such that excess cash balances are significantly eroded;
-- Persistently negative free cash flow;
-- Increased debt burden, potentially from the construction of
the OC property;
-- A decrease in rating linkage with Genting Malaysia.
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
Liquidity Supported by Sponsor: Empire must address a number of
maturities through March 2022, which Fitch assumes will largely be
funded by continued sponsor support. Interest expense through these
maturities has been prefunded but operations continue to improve
and FCF should be positive for the remainder of 2021. Upon a
recapitalization event (similar to the one contemplated last year)
Fitch expects Empire to have sufficient liquidity given its
slightly positive FCF generation and low capex needs.
ISSUER PROFILE
Empire Resorts, Inc. owns and operates Resorts World Catskills
(RWC), a full-scale casino located roughly 90 miles outside New
York City. The company is in the process of relocating its prior
video gaming machine (VGM, aka slots) license from Monticello, NY
to Orange County, NY. In late 2019, Empire was taken private by
majority shareholder Kien Haut (KH) and is now owned 51% by KH and
49% by Genting Malaysia (GENM). The RWC property is managed by
Genting America's, which owns and operates Resorts World New York
(a VGM casino located in Queens, NY).
SUMMARY OF FINANCIAL ADJUSTMENTS
-- Fitch adds back non-recurring items to EBITDA. Fitch also
includes HoldCo debt in its leverage calculation as it is
considered debt of the rated entity per Fitch's criteria.
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.
EQUIVALENT FINANCIAL: Taps Robert F. Reynolds as Legal Counsel
--------------------------------------------------------------
Equivalent Financial, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to employ the Law
Offices of Robert F. Reynolds, P.A. to serve as legal counsel in
its Chapter 11 case.
The firm's services include:
a. giving advice to the Debtor with respect to its powers and
duties and the continued management of its financial affairs;
b. advising the Debtor with respect to its responsibilities to
comply with the U.S. trustee's operating guidelines and reporting
requirements and with the rules of the court;
c. preparing legal documents;
d. protecting the interests of the Debtor in all matters pending
before the court;
e. representing the Debtor in negotiations with its creditors in
the preparation of a Chapter 11 plan; and
f. performing all other necessary functions as attorney for the
Debtor for the proper administration of the bankruptcy estate.
The Law Offices of Robert F. Reynolds will charge $390 per hour for
attorneys and $125 per hour for paralegals.
The firm will also seek reimbursement for out-of-pocket expenses
incurred.
The retainer fee is $20,000.
As disclosed in court filings, the Law Offices Of Robert F.
Reynolds is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Robert Reynolds, Esq.
Law Offices Of Robert F. Reynolds, P.A.
515 East Las Olas Blvd. 850
Fort Lauderdale, FL 33301
Tel: (954) 755-9928
Email: rreynolds@robertreynoldspa.com
About Equivalent Financial
Miami, Fla.-based Equivalent Financial, LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
21-15250) on May 28, 2021. Thomas Fuhrman, managing member, signed
the petition. In the petition, the Debtor disclosed total assets
of up to $50,000 and total liabilities of up to $10 million. Judge
Jay A. Cristol oversees the case. The Law Offices Of Robert F.
Reynolds, P.A. serves as the Debtor's legal counsel.
EVIO INC: Signs Letter of Intent to Acquire Leading Edge Pharms
---------------------------------------------------------------
EVIO Inc. has entered into a Letter of Intent to acquire Leading
Edge Pharms, Inc. (LEP) of Henderson, Nevada.
LEP is a biotechnology company focused on the research,
development, and commercialization of novel cannabinoid therapies
and innovative drug delivery systems that provide safe and
effective topical solutions for pain management.
LEP offers proprietary formulations and a non-systemic delivery
system to enhance the permeation and relief process for topically
delivered medication to damaged skin, muscle, joint, and nerve
tissue.
LEP has formulated a line of products including CANNAVERA, a family
of topical pain relief products currently pending for
over-the-counter (OTC) registration with the FDA. The company has
several other products and trademarked brands in late stages of
development, including cosmetics, feminine care, pet health and
wellness, and dental and oral care products. All products are
manufactured in an FDA-registered facility and follow Current Good
Manufacturing Practice (CGMP) guidelines.
Terms of the acquisition include EVIO performing detailed due
diligence, including technical review and testing of the company's
products and methods. Pending regulatory review and shareholder
approval, EVIO will authorize additional shares to support the
acquisition. EVIO will also add at least two board members and
executive positions from LEP, and EVIO will release its audited
financials.
Lori Glauser, interim CEO, says, "While EVIO continues to operate
in the testing space, we have been on the lookout for complimentary
businesses that align with our mission and also strengthen our
portfolio. Leading Edge Pharms offers an established product line
with proven efficacy that offers higher margins and entrance into
the consumer marketplace. I am also pleased to partner with a
strong team of experienced executives who will help lift EVIO to
the next level."
Strategic Deal Highlights:
The LEP acquisition is expected to provide numerous strategic and
financial benefits that will further EVIO's goal of becoming a
leading manufacturer of CBD consumer packaged goods. The
acquisition promises to enhance our world-class research and
development team, distribution network, and product offering,
including:
* Access to the largest cannabinoid market in the world, with
immediate entry into the U.S. CBD market—currently estimated
at
nearly $6 billion and expected to expand at a compound annual
growth rate (CAGR) of 21.2% from 2021 to 2028. With exposure
to the U.S. CBD market through the LEP acquisition, EVIO will
grow further by actively pursuing complementary business lines
and providing a pathway to enter the hemp-based cannabinoid
legal market.
* Strengthened leadership, via the addition of a highly
experienced management team with proven track records in
pharmaceutical research and development, consumer packaged
goods, e-commerce, and marketing. Additionally, the LEP team
brings enhanced expertise in producing and distributing high
quality cannabinoid-based health and wellness products.
EVIO's
and LEP's shared commitment to formulating and manufacturing
best-in-class innovative products will be bolstered by IP-
sharing, continued quality control, stability, and enhanced
testing protocols across all platforms in the U.S.
* Plans to introduce LEP's formulations to the Canadian market,
which is expected to drive market share in the health and
wellness vertical where EVIO intends to be a market leader.
Mark Watson, president of LEP, says, "Innovation, quality, and
customer centricity have always been core pillars of Leading Edge
Pharms' strategy since our founding five years ago. In EVIO, we
found a partner that has years of technical expertise in multiple
jurisdictions, including product formulation, cannabinoid science,
product quality assessments, and regulatory compliance vital to our
next stage of growth. We look forward to joining the EVIO family
and empowering even more people to live healthier lives. We are
deeply thankful to our founding team for getting us to this
stage."
About EVIO, Inc.
EVIO, Inc., formerly Signal Bay, Inc. -- http://www.eviolabs.com--
provides analytical testing and advisory services to the emerging
legalized cannabis industry. The Company is domiciled in the State
of Colorado, and its corporate headquarters is located in Bend,
Oregon.
Evio reported a net loss of $20.67 million for the year ended Sept.
30, 2019, compared to a net loss of $11.94 million on for the year
ended Sept. 30, 2018. As of June 30, 2020, the Company had $6.85
million in total assets, $21.55 million in total liabilities, and a
total deficit of $14.69 million.
BF Borgers CPA PC, in Lakewood, CO, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
May 18, 2020 citing that the Company has suffered recurring losses
from operations and has a significant accumulated deficit. In
addition, the Company continues to experience negative cash flows
from operations. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
EXELA TECHNOLOGIES: S&P Affirms 'CCC-' ICR on Equity Offering
-------------------------------------------------------------
S&P Global Ratings affirmed its 'CCC-' issuer credit rating on
Exela Technologies Inc, Texas-based business process automation
company.
S&P said, "The negative outlook reflects that we expect Exela to
undertake a distressed debt exchange (which we would view as
tantamount to a default). This is based on the company's recent
equity capital raise, high debt service costs, and stated intention
to use the equity proceeds to reduce its debt, which is currently
trading at discounted levels.
"While the recent equity offerings improved Exela's liquidity
position, we believe a distressed exchange remains likely. In
March, Exela raised $26.8 million through an equity offering.
Subsequently, the company completed a $100 million equity offering
on June 30, 2021, and subsequently launched a $150 million equity
program, through which it has raised $85 million as of July 7,
2021. The company intends to use the net proceeds from its sale of
common stock offerings for the purchase or retirement of debt and
for general corporate purposes. Both its senior secured notes and
senior secured term loan currently trade at a discount to par,
which makes a distressed exchange more likely.
Exela's liquidity position remains tenuous given its high debt
service requirements, cash flow deficits, and upcoming maturities.
The equity offerings increased Exela's total cash and cash
equivalents to roughly $205 million as of July 7. Other liquidity
sources include roughly $53 million of availability under its $145
million accounts receivable (A/R) securitization facility, $22
million of additional borrowing capacity under various other credit
facilities, but no availability under its $100 million revolver
which matures in July 2022. The company has a cash need of $68
million in 2022 relating to an appraisal action settlement and
upcoming debt maturities in 2023. S&P said, "This along with our
expectation of negative FOCF, suggest a less than adequate
liquidity position, with insufficient cash sources for the next
year, absent materially positive developments or further cash
infusions."
S&P said, "Despite Exela's recent new contract wins and our
expectation of a swing to positive revenue growth in 2021, we
expect free operating cash flow to remain negative. The company's
revenue declined by 17.9% in the first quarter relative to the same
period in 2020 largely due to its exit from certain lower-margin
contracts, reduced volumes because of the COVID-19 pandemic, and
asset sales. We expect Exela's 2021 revenue to be in line with
management's guidance of $1.25 billion-$1.39 billion. The company's
margins have been improving as it focuses on high-value and more
profitable contracts; however, it has continued to experience steep
free cash flow deficits and posted a $66 million cash flow deficit
in the first quarter, largely because of $62.5 million in interest
costs and working capital needs.
"We believe Exela will continue to face significant execution risks
in achieving its aggressive cost-savings initiatives. Exela has a
history of free operating cash flow (FOCF – operating cash flow
less capital spending) deficits since its inception in 2017, and we
expect ongoing optimization and restructuring charges.
Additionally, the business process outsourcing (BPO) market is
subject to pricing pressure and intense competition and we see the
potential for persistent lower transaction volumes because of the
recent pandemic. Furthermore, the majority of Exela's employee base
is located in higher-cost regions, including greater than 60% in
the Americas and Europe, the Middle East, and Africa (EMEA). These
risks are somewhat offset by its multi-year outsourcing contracts,
high customer renewal rates, business workflow integration, and
broad customer exposure across various end markets.
"The negative outlook reflects that we expect Exela to undertake a
distressed debt exchange (which we would view as tantamount to a
default) within six months. This is based on the company's recent
equity capital raise, high debt service costs, stated intention to
use the proceeds to reduce its debt, which is currently trading at
discounted levels.
"We could lower our ratings on Exela if it defaults, announces a
distressed exchange or restructuring, or misses an interest
payment.
"Although unlikely within the next 12 months, we could revise our
outlook on Exela to stable or raise our rating if its operating
performance improves enough to sustain positive free cash flow
generation, along with a liquidity profile we consider to be
adequate."
FIESTA CAB: Case Summary & 3 Unsecured Creditors
------------------------------------------------
Debtor: Fiesta Cab Company
4201 Langley Rd.
Houston, TX 77093
Business Description: Fiesta Cab Company is part of the taxi and
limousine service.
Chapter 11 Petition Date: July 19, 2021
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 21-60064
Debtor's Counsel: Richard Lee Fuqua II, Esq.
FUQUA & ASSOCIATES, P.C.
8558 Katy Freeway
Suite 119
Houston, TX 77024
Tel: (713) 960-0277
Email: RLFuqua@FuquaLegal.com
Total Assets: $73,910
Total Liabilities: $8,027,928
The petition was signed by John Bouloubasis, president, Texas Taxi
Inc.
A copy of the Debtor's list of three unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/WJTDRTA/Fiesta_Cab_Company__txsbke-21-60064__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/WNPTCVI/Fiesta_Cab_Company__txsbke-21-60064__0001.0.pdf?mcid=tGE4TAMA
FIFTEEN TWENTY SIX: Taps Davidoff Hutcher & Citron as Legal Counsel
-------------------------------------------------------------------
Fifteen Twenty Six Fifty Second, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Davidoff Hutcher & Citron, LLP to serve as legal counsel in its
Chapter 11 case.
The firm's services include:
a. giving advice to the Debtor with respect to its powers and
duties and the continued management of its property and affairs;
b. negotiating with creditors to work out a plan of
reorganization and taking the necessary legal steps in order to
effectuate such a plan;
c. preparing legal papers;
d. representing the Debtor in all matters pending before the
court;
e. attending meetings and negotiating with representatives of
creditors and other parties in interest;
f. advising the Debtor in connection with any potential
refinancing of secured debt and any potential sale of the
business;
g. representing the Debtor in connection with obtaining
post-petition financing;
h. taking any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of reorganization;
and
i. performing all other legal services.
The firm's hourly rates are as follows:
Attorneys $300 to 725 per hour
Paraprofessionals $195 to 260 per hour
Davidoff Hutcher & Citron will receive reimbursement for
out-of-pocket expenses incurred. The retainer fee is $35,000.
Jonathan Pasternak, Esq., a partner at Davidoff Hutcher & Citron,
disclosed in a court filing that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Jonathan S. Pasternak, Esq.
Robert L. Rattet, Esq.
Davidoff Hutcher & Citron LLP
120 Bloomingdale Road
White Plains, NY 10605
Tel: (914) 381-7400
Fax: 212-286-1884
Email: rlr@dhclegal.com
jsp@dhclegal.com
About Fifteen Twenty Six Fifty Second
Suffern, N.Y.-based Fifteen Twenty Six Fifty Second, LLC sought
Chapter 11 protection (Bankr. S.D. NY. Case No. 21-22397) on July
7, 2021. In the petition signed by Isaac Lefkowitz, chief executive
officer, the Debtor disclosed total assets of $4,700,000 and total
liabilities of $1,138,820.
Judge Robert D. Drain presides over the case.
Davidoff Hutcher & Citron, LLP and Rosewood Realty Group serve as
the Debtor's bankruptcy counsel and real estate consultant,
respectively.
FORD STEEL: Access to $695,000 of Cash Collateral OK'd
------------------------------------------------------
Judge Eduardo V. Rodriguez authorized Ford Steel, LLC to use
$694,577 of funds post-petition to meet the expenses set forth in
the approved budget.
Judge Rodriquez ruled that First Financial Bank, N.A. (f/k/a The
Bank & Trust of Bryan/College Station) and the Internal Revenue
Service shall have valid, post-petition replacement liens equal to
those held pre-petition provided that:
(1) such liens and security interest are prior to other
prepetition liens and security interests, [are] valid, perfected,
not adequately protected, and non-avoidable in accordance with
applicable law;
(2) [such liens and security interest are subject to] the
quarterly fees payable to the United States Trustee; and a $2,500
per month carve out for fees and expenses of the Debtor's Counsel
to be held in trust pending further Court Order.
A final hearing on the Debtor's Cash Collateral Motion will be held
on August 23, 2021, at 2:30 p.m. via video conference.
A copy of the order is available for free at https://bit.ly/3ktCNY7
from PacerMonitor.com.
About Ford Steel
Porter, Texas-based Ford Steel, LLC --
http://www.fordsteelllc.com/--is in the business of steel product
manufacturing. It fabricates for a wide variety of industries
including the petrochemical industry, waste water treatment,
transmission communication and broadcast towers, mining, and oil
and gas industries.
Ford Steel filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 20-34405) on Sept. 1,
2020. Herbert C. Jeffries, managing member, signed the petition.
The Debtor had between $1 million and $10 million in both assets
and liabilities. Judge Eduardo V. Rodriguez oversees the case.
The Debtor tapped Cooper & Scully, PC as bankruptcy counsel. Muskat
Mahony & Devine, LLP, and Currin Wuest Mielke Paul & Knapp, PLLC,
serve as the Debtor's special counsel.
First Financial Bank, Inc., as lender, is represented by West,
Webb, Allbritton & Gentry, PC.
FTPO, LLC: Wins Cash Collateral Access Thru Aug 17
--------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
authorized FTPO, LLC to use the cash collateral of First-Citizens
Bank and Trust Company on an interim basis in accordance with the
budget, with a 10% variance through August 17, 2021.
As adequate protection for the Debtor's use of cash collateral, the
Debtor is granted a valid, binding, enforceable, non-avoidable and
perfected post-petition security interest and lien in, to and
against all of the Debtor's rents, effective as the filing of the
Debtor's Chapter 11 case, to wit: June 1, to the same extent that
the Lender held a properly perfected prepetition security interest
in such assets, which are or have been acquired, generated or
received by the Debtor subsequent to the Petition Date. The
Replacement Liens will be in addition to any security interest,
liens or rights of setoff existing in favor of the Lender on the
Petition Date and will secure all amounts due to the Lender.
All liens and claims of the Lender will be subject to (a) the
payment of any unpaid fees payable pursuant to 28 U.S.C. section
1930 (including, without limitation, fees under 28 U.S.C. section
1930(a)(6)), and (b) the fees due to the Clerk of the Court.
The liens and security interest granted to the Lender will be valid
and perfected post-petition without the need for execution or
filing of any further documents or instruments otherwise required
to be filed or be executed or filed under non-bankruptcy law.
A further hearing on the motion was scheduled for August 17 at 1:30
p.m.
A copy of the order and the Debtor's 13-week cash flow budget is
available at https://bit.ly/2UOVZER from PacerMonitor.com.
The Debtor projects total rental income of $21,957 and total
expenses of $14,457 for the week beginning August 3.
About FTPO, LLC
FTPO, LLC is a Single Asset Real Estate debtor, as defined in
Section 101(51B) of the Bankruptcy Code. The Debtor filed a
Chapter 11 petition (Bankr. S.D. Fla. Case No. 21-15445) on June
1,2021.
On the Petition Date, the Debtor reported $686,408 in total assets
and $3,192,633 in total liabilities. The petition was signed by
Ajay K. Goyal, manager of HRAG, LLC.
Judge Erik P. Kimball presides over the case.
FurrCohen P.A. is the Debtor's counsel.
FULLERTON PACIFIC: Case Summary & 6 Unsecured Creditors
-------------------------------------------------------
Debtor: Fullerton Pacific Interiors, Inc.
1519 E. Chapman Ave.
Suite 341
Fullerton, CA 92831
Business Description: Fullerton Pacific Interiors, Inc. is part of
the building finishing contractor industry.
Chapter 11 Petition Date: July 19, 2021
Court: United States Bankruptcy Court
Central District of California
Case No.: 21-11775
Debtor's Counsel: Donald Reid, Esq.
LAW OFFICE OF DONALD W. REID
PO Box 2227
Fallbrook, CA 92088
Tel: 951-777-2460
Email: don@donreidlaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jacqueline Mordoki, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's six unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/BMDXRDA/Fullerton_Pacific_Interiors_Inc__cacbke-21-11775__0001.0.pdf?mcid=tGE4TAMA
GENESIS WEIGHT: Seeks to Tap Kierzynski & Associates as Accountant
------------------------------------------------------------------
Genesis Weight Loss Centers, LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Kierzynski & Associates, CPA, PA as its accountant.
The firm will render these services:
(a) prepare the Debtor's operating reports;
(b) prepare monthly bank reconciling, generating monthly
financial statements, monthly payroll and direct deposits;
(c) prepare and file quarterly payroll tax returns; and
(d) prepare tangible tax return, W-2's and W-3 annual report
and corporate tax returns.
Prior to the petition date, the firm holds a pre-bankruptcy claim
against the Debtor in the amount of $550.
The firm charges a flat rate for its services as follows:
Monthly payroll $60
Monthly direct deposit $12
Monthly accounting $125
Quarterly payroll tax returns $75
Annual tangible return $60
Annual W-2s/W-3 and annual report $125
Annual corporate tax return $550
Operating Reports $200
Michael Kierzynski, a certified public accountant at Kierzynski &
Associates, 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:
Michael Kierzynski, CPA
Kierzynski & Associates, CPA, PA
5143 Commercial Way
Spring Hill, FL 34606
Telephone: (352) 597-2800
Facsimile: (352) 596-2656
Email: info@kacpapa.com
About Genesis Weight Loss Centers
Genesis Weight Loss Centers, LLC filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla.
Case No. 21-02820) on May 28, 2021, disclosing total assets of up
to $100,000 and total liabilities of up to $1 million. Judge
Catherine Peek McEwen oversees the case. The Debtor tapped David
Jennis, PA as legal counsel and Kierzynski & Associates, CPA, PA as
accountant.
GOLF TAILOR: Seeks to Tap CFO Shield as Bookkeeper, Controller
--------------------------------------------------------------
Golf Tailor, LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of Texas to employ CFO Shield, LLC as outside
bookkeeper and controller.
CFO Shield will render services including managing bank feeds,
booking revenue, booking expenses, bank account, accounts payable
and QuickBooks reconciliations and preparing and issuing monthly
reports.
The Debtor will compensate CFO Shield a flat monthly fee of $2,250
for its services.
For any additional financial services, CFO will bill an hourly rate
of $125 not to exceed 10 hours or a total fee of $1,250.
Frederick Tate, a managing director at CFO Shield, 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:
Frederick C. Tate
CFO Shield, LLC
1005 Glade Road, Suite 145
Colleyville TX 76034
Telephone: (469) 290-7500
About Golf Tailor
Golf Tailor, LLC, a Dallas-based online retailer of golf products,
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. N.D. Tex. Case No. 21-30995) on May 28, 2021. In the
petition signed by Neil Goldstein, chief restructuring officer, the
Debtor disclosed total assets of $1,617,234 and total liabilities
of $13,106,611. Judge Michelle V. Larson oversees the case. The
Debtor tapped Areya Holder Aurzada, Esq., at Holder Law, as legal
counsel and CFO Shield, LLC as outside bookkeeper and controller.
GREATER HOUSTON: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Greater Houston Transportation Company
4201 Langley Rd.
Houston, TX 77093
Business Description: Greater Houston Transportation Company is
part of the taxi and limousine service
industry.
Chapter 11 Petition Date: July 19, 2021
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 21-60066
Judge: Hon. Christopher M. Lopez
Debtor's Counsel: Richard Lee Fuqua II, Esq.
FUQUA & ASSOCIATES, P.C.
8558 Katy Freeway
Suite 119
Houston, TX 77024
Tel: (713) 960-0277
Email: RLFuqua@FuquaLegal.com
Total Assets: $4,746,488
Total Liabilities: $9,157,994
The petition was signed by John Bouloubasis, president, Texas Taxi,
Inc., an affiliate of the Debtor.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/QRHC5JQ/Greater_Houston_Transportation__txsbke-21-60066__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/OHSMR6A/Greater_Houston_Transportation__txsbke-21-60066__0001.0.pdf?mcid=tGE4TAMA
GREENCROFT OBLIGATED: Fitch Assigns 'BB+' IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' Issuer Default Rating (IDR) to
Greencroft Obligated Group, IN (GOG) and affirmed the rating on
approximately $41 million of revenue bonds, series 2013A, issued by
Indiana Finance Authority on behalf of GOG at 'BB+'.
The Rating Outlook is Stable.
SECURITY
The bonds are secured by a mortgage on GOG's facilities, a gross
revenue pledge, and a debt service reserve fund.
ANALYTICAL CONCLUSION
The 'BB+' rating reflects the expected stability of GOG's financial
profile through Fitch's forward-looking scenario analysis, within
the context of the midrange revenue defensibility, as a
well-established life plan community (LPC) provider with stable
demand for independent living (IL), and midrange operating risk.
Although current census levels have been affected by the pandemic,
good cost management, solid IL occupancy, and federal relief
funding helped keep operating metrics consistent with the midrange
operating risk assessment. High levels of Medicaid at the skilled
nursing facility (SNF; over 50% in fiscal 2020) that are a
significant contributor to operating revenues is an asymmetric risk
related to the operating risk assessment and is partly mitigated by
GOG's participation in Indiana's intergovernmental transfer program
(IGT) allowing GOG to leverage supplemental payments for an annual
benefit of about $3 million and does not detract from GOG's
midrange operating risk assessment.
Fitch's expects 2021 and 2022 to be affected by the pandemic with
GOG rebuilding the census across the continuum of care, and the
recognition of additional relief funding in 2021. Beginning in
fiscal 2022, Fitch expects GOG performance to start to stabilize at
levels consistent with pre-pandemic performance without the benefit
of relief funding, with key leverage metrics remaining consistent
with the rating level through the stress scenario.
KEY RATING DRIVERS
Revenue Defensibility: 'bbb'
Independent Living Occupancy Stable through Pandemic
GOG maintained stable independent living occupancy through the
pandemic while assisted living and skilled nursing occupancy has
declined due to pandemic-related restrictions. Occupancy is
beginning to recover as restrictions are lifted and management has
defined strategies to recapture census in each of its three
locations. GOG distinguishes themselves from competition with a
higher proportion of assisted living and skilled nursing units
relative to other area LPCs. GOG's pricing for entrance fee
contracts are affordable relative to residents' average net worth
and prevailing home values, and rate increases for monthly fees
have been consistent each year.
Operating Risk: 'bbb'
Stable Operating Performance
GOG demonstrates mid-range operating risk with strong operating
margins averaging 92% over the past five years. Capex averaging
under 90% over the past five years and the average age of plant of
close to 18 years align with the weak assessment, while capital
related ratios including maximum annual debt service (MADS) to
revenue of 12.5x and debt to net available (five-year average) of
8% are solidly mid-range. Medicaid at the SNF of around 50% are a
significant contributor to operating revenues and considered an
asymmetric risk related to the operating risk assessment. This is
partly mitigated by GOG's participation in Indiana's IGT allowing
GOG to leverage supplemental payments for an annual benefit of
about $3 million and does not detract from GOG's midrange operating
risk assessment.
Financial Profile: 'bb'
Elevated but Manageable Long-Term Liabilities
Although slightly elevated, GOG's debt burden remains manageable
and liquidity is beginning to build with cash to debt nearing 50%
in fiscal 2020 driven primarily by relief funding, portfolio
returns, and new entrance fees. Fitch expects operations to remain
stable and in line with recent performance and financial profile
metrics through Fitch's stress to remain consistent with the 'bb'
financial profile.
ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS
No asymmetric risk considerations were relevant to the rating.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Sustained significant improvements in core operating metrics;
-- Growth in unrestricted cash and investments as a result of
improved operating metrics.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Decrease in demand resulting in decreased operating margins
and weaker liquidity;
-- A deterioration in the operational performance such that MADS
coverage is consistently below 1.5x;
-- A debt issuance in support of a project such that cash to
adjusted debt falls to below 40% and MADS coverage to below
1.5x and is not expected to recover or is not offset by
additional revenues upon project stabilization.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Sovereigns, Public Finance
and Infrastructure 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 three 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.
GOG comprises three separate Type-C LPCs: Greencroft Goshen (GG),
located in Goshen, IN; Southfield Village (SV), located in
Southbend, IN; and Hamilton Grove (HG), located in New Carlisle,
IN. The total OG consists of 404 ILUs, 188 ALUs, and 335 SNF beds.
GOG had total operating revenues of $41.8 million in fiscal 2020.
All three OG campuses are part of and managed by GRC, which also
provides management services for four additional retirement
communities outside of the OG, with about 2,000 residents. GOG
provides very limited financial support to other non-obligated
members of GRC, with only about $1.0 million of advances to
affiliates outstanding.
REVENUE DEFENSIBILITY
GOGs IL demand has been remained stable with occupancy levels
averaging about 92% over recent years and remaining over 90%
throughout the pandemic. Assisted living unit (ALU) occupancy has
averaged about 88% through 2020 but is just above 80% as of the
most recent quarter (ended March 31). SNF census has been most
impacted by the pandemic, falling to about 76% in fiscal 2020 but
rebounding to 80% for the most recent quarter. Management is
implementing strategies to recapture volumes including adding
levels of care and making price adjustments for initial move in.
Occupancy levels are trending up and census remains sufficient to
support stable operations.
GOG's unit mix is comprised of a higher proportion of assisted
living and skilled nursing units relative to other LPCs, which
helps serve as a differentiator in a somewhat competitive
marketplace. GOG still faces staffing challenges arising from a
tight labor market in GOG's service area that has been worsened by
the pandemic and in the past has contributed to lower SNF census
due to lack of adequate staffing. Management continues to address
the staffing levels through wage adjustments, retention programs
and more efficient utilization of staff at all three campuses. GOG
demand characteristics benefit from its Mennonite affiliation.
GOG has moderate price flexibility and has had a consistent history
of rate increases across the continuum of care. Monthly service
fees typically increase by 3.5%-4.5% per year.
OPERATING RISK
GOG is a Type C (fee-for-service) LPC. GOG offers a 40% refundable
plan, an 80% refundable plan, a non-refundable plan and a rental
fee plan. Any refunds that would be due are subject to payment of a
new entrance fee by the next resident that occupies the respective
unit.
Profitability was strong in fiscal 2020 (ended June 30) with an
operating ratio of 89%, demonstrating solid cost management and the
benefit of about $809,000 in recognized relief funding to offset
lost revenues and increased expenses related to the pandemic. In
fiscal 2021, operating revenues are expected to be down by about
13% which should be partially offset by about $3.8 million in
relief funding, resulting in about break-even performance. GOG
continues to benefit from participation in the state of Indiana's
IGT program allowing GOG to leverage supplemental payments for an
annual benefit of about $3.0 million. Management expects some level
of continued challenges surrounding staffing shortages for both
clinical and support services.
GOG's capex has averaged about 88% of depreciation over the last
five years with capex rising to 153% of depreciation in fiscal 2020
reflecting expansion of ILUs. Fitch expects capital spending in the
medium term to be about equal to depreciation. The average age of
plant is elevated at close to 18 years as of fiscal 2020; however,
GOG's stable occupancy indicates they are providing adequate
services and amenities to meet current market demand.
GOGs capital related metrics are solidly mid-range with MADS
representing 12.5% of 2020 revenues and revenue-only coverage ample
at 1.7x in 2020 and debt to net available averaging about 8% over
the past five years.
FINANCIAL PROFILE
As of March 31, 2021, GOG had unrestricted cash and investments of
approximately $35.2 million representing about 49% of total debt.
Fitch calculated days cash on hand of 357 days is neutral to the
rating.
Fitch's baseline scenario, which is a reasonable forward look of
financial performance over the next five years given current
economic expectations, shows GOG maintaining operating and
financial metrics that are largely consistent with historical
levels of performance with operating ratios around 90% and NOM
around 18%. Annual capital spending is expected to approximate
depreciation with roughly 60% in routine expenditures and 40%
invested in growth over the next few years.
Under Fitch's standard stress scenario, MADS coverage including
entrance fees reaches 1.7x and cash to adjusted debt (which
includes the debt service reserve fund) rebounds to about 46% in
year four. Days cash on hand remains above 200 days, which is
neutral to the rating outcome. Given GOG's 'bbb' revenue
defensibility and 'bbb' operating risk assessments and Fitch's
forward-looking scenario analysis, GOG's key leverage metrics are
consistent with an 'bb' financial profile.
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.
GROM SOCIAL: Reports Full Exercise of Over-Allotment Option
-----------------------------------------------------------
The underwriters of Grom Social Enterprises, Inc.'s previously
completed public offering have exercised the remainder of their
over-allotment option to purchase an additional 361,445 shares.
The 45-day over-allotment option was granted in connection with the
Company's previously announced underwritten public offering of
2,409,639 units at a public offering price of $4.15 per unit after
giving effect to the full exercise of the over-allotment option,
the total number of units sold by the Company in the offering
increased to 2,711,084 units, resulting in aggregate gross proceeds
of approximately $11.5 million prior to deducting underwriting
discounts, commissions, and other offering expenses. Each unit
issued in the offering was comprised of one share of common stock
and one warrant to purchase one share of common stock. Each
warrant is exercisable for one share of common stock at an exercise
price of $4.565 per share and will expire five years from
issuance.
EF Hutton, division of Benchmark Investments, LLC, acted as sole
book-running manager and Revere Securities LLC acted as co-manager
for the offering.
The Securities and Exchange Commission declared effective a
registration statement on Form S-1 (File No. 333-253154) relating
to these securities on June 16, 2021. A final prospectus relating
to this offering was filed with the SEC on June 21, 2021. The
offering was made only by means of a prospectus, copies of which
may be obtained, when available, from: EF Hutton, division of
Benchmark Investments LLC, 590 Madison Avenue, 39th Floor, New
York, NY 10022, Attention: Syndicate Department, or via email at
syndicategroup@efhuttongroup.com or telephone at (212) 404-7002.
About Grom Social
Boca Raton, Florida-based Grom Social Enterprises, Inc. --
www.gromsocial.com -- is a media, technology and entertainment
company focused on delivering content to children under the age of
13 years in a safe secure Children's Online Privacy Protection Act
("COPPA") compliant platform that can be monitored by parents or
guardians. The Company operates its business through the following
four wholly-owned subsidiaries: Grom Social, Inc., TD Holdings
Limited, Grom Educational Services, Inc. , and Grom Nutritional
Services, Inc.
Grom Social reported a net loss of $5.74 million for the year ended
Dec. 31, 2020, compared to a net loss of $4.59 million for the year
ended Dec. 31, 2019. As of March 31, 2021, the Company had $17.51
million in total assets, $6.77 million in total liabilities, and
$10.74 million in total stockholders' equity.
BF Borgers CPA PC, in Lakewood, Colorado, the Company's auditor
since 2015, issued a "going concern" qualification in its report
dated April 13, 2021, citing that the Company has incurred
significant operating losses since inception and has a working
capital deficit which raises substantial doubt about its ability to
continue as a going concern.
GUARDION HEALTH: CFO Terminates Employment Contract
----------------------------------------------------
Andrew Schmidt, the chief financial officer of Guardion Health
Sciences, Inc. terminated his employment with the Company. The
termination took effect on July 12, 2021.
About Guardion Health Sciences
Headquartered in San Diego, California, Guardion --
http://www.guardionhealth.com-- is a specialty health sciences
company that develops clinically supported nutrition, medical foods
and medical devices, with a focus in the ocular health marketplace.
Located in San Diego, California, the Company combines targeted
nutrition with innovative, evidence-based diagnostic technology.
Guardion Health reported a net loss of $8.57 million for the year
ended Dec. 31, 2020, compared to a net loss of $10.88 million for
the year ended Dec. 31, 2019. As of March 31, 2021, the Company
had $44.70 million in total assets, $1.21 million in total
liabilities, and $43.49 million in total stockholders' equity.
GUIDEHOUSE LLP: S&P Upgrades ICR to 'B', Outlook Stable
-------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Guidehouse
LLP to 'B' from 'B-' and its issue-level rating on the company's
debt one notch to 'B'.
S&P said, "The stable outlook reflects our expectation that
adjusted debt to EBITDA will remain between 5x and 6x over the long
term as Guidehouse continues to execute its growth strategy and
maintain adequate liquidity.
"We expect growth in the first half will be stronger than in the
second half. For the three months ended March 31, revenue increased
17.2% compared to the prior year because of the extension of work
related to COVID-19 in financial services and strong performance in
health-related work. We expect these trends will continue into the
second quarter but moderate during the rest of the year as
comparisons get more difficult in the second half. For the full
year, we expect revenue will increase in the high-single-digit
percentages. Although there is risk that overall demand for the
company's services could slow in the second half, primarily from
the Delta variant and countrywide vaccination rates below the
immunity threshold, the speed and robustness of the recovery has
been stronger than expected. About 45% of Guidehouse's total
revenue is generated from the health care sector, which has
performed very well in 2021 from a soft 2020 amid the coronavirus
pandemic. Health care revenues declined during the first six months
of 2020 because of cancellations of nonessential services and
reduced demand for health care consulting from social distancing
restrictions.
"Guidehouse is private equity owned, and we expect it will remain
highly leveraged long term. Leverage declined to 5x for the 12
months ended March 31 on strong operating performance and
realization of synergies. We expect leverage could temporarily
decline below 5x over the next 2-3 quarters because of EBITDA
growth, but likely increase on an acquisition or debt-funded
dividend. We expect it will remain above 5x over the long term
because of the company's private equity ownership, in line with a
highly leveraged financial profile.
"We believe the company has strong client relationships. Guidehouse
has built good relationships across a wide array of agencies within
the competitive government services industry. Navigant also has
strong relationships with its client base that includes Fortune 500
companies, and more than 90% of its top 100 clients are repeat
customers. We believe good retention rates, the capability to work
with government clients, and customer satisfaction will continue to
strengthen its performance.
"The stable outlook reflects our expectation that adjusted debt to
EBITDA will decline below 5x in 2021 but will likely increase and
remain around the 5x-6x area over the long term as benefits from
strong operating performance are offset with debt for future
acquisitions or shareholder-friendly activity given the company's
financial sponsor ownership."
S&P could lower the rating on Guidehouse over the next 12 months if
leverage increases above 6.5x because of:
-- Federal budgetary constraints or operational missteps that
result in weaker-than-expected operating performance; and
-- Debt-financed dividends or acquisitions
S&P could raise the rating over the next 12 months if:
-- The company commits to maintaining leverage of 4x-5x over the
long term, increases earnings and cash flow, and reduces debt; and
-- Continues to add clients and grow its suite of services while
growing its EBITDA base.
HAPNEL FINANCIAL: Seeks to Hire The Lewis Law Firm as Counsel
-------------------------------------------------------------
Hapnel Financial Group, Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of North Carolina to
employ The Lewis Law Firm, PA to serve as legal counsel in its
Chapter 11 case.
Robert Lewis, Jr. and Sarah Bowlding, the primary attorney and
paralegal in this representation, will be paid at their hourly
rates of $350 and $150, respectively.
The firm received $9,238 from the Debtor for pre-bankruptcy and
filing fees.
Mr. Lewis 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:
Robert Lewis, Jr., Esq.
The Lewis Law Firm, PA
P.O. Box 1446
Raleigh, NC 27602
Telephone: (919) 987-2240
Facsimile: (919) 573-9161
Email: rlewis@thelewislawfirm.com
About Hapnel Financial Group
Hapnel Financial Group, Inc. sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No.
21-30397) on July 8, 2021, listing under $1 million in both assets
and liabilities. Judge J. Craig Whitley oversees the case. The
Lewis Law Firm, PA, led by Robert Lewis, Jr., Esq., serves as the
Debtor's legal counsel.
HARI 108: May Use Cash Collateral on Interim Basis
--------------------------------------------------
Judge Timothy A. Barnes authorized HARI 108, LLC to use the Cash
Collateral until July 26, 2021 to pay actual, ordinary and
necessary operating expenses as set forth in the budget. The
budget provided for $96,377 in total expenses.
Parties who assert an interest in the cash collateral include (1)
Associated Wholesale Grocers, Inc. (AWG); (2) MBH Investments, LLC
(MBH); (3) U.S. Small Business Administration (SBA); (4) United
Food and Commercial Workers Unions and Employers Midwest Pension
Fund (UFCWEMP); and (5) United Food and Commercial Workers
International Union-Industry Pension Fund (UFCWI)
The Debtor entered into certain prepetition loan agreements with
the SBA, AWG and MBH. Pursuant to the loan documents, the Debtor
granted the SBA, AWG and MBH perfected first priority security
interests certain of the Debtor's property, some of which
constitutes Cash Collateral.
Moreover, before the Petition Date, the UFCWEMP and UFCWI issued
Illinois citations to discover assets. The citations may also give
rise to a Cash Collateral right in the funds in the bank accounts.
The Debtor reserves the right to object to the validity, extent and
priority of any lien they may have acquired.
Judge Barnes ruled that as adequate protection, the Creditors are
granted valid, binding, enforceable and perfected liens and
security interests in any of the Debtor's collateral, to the same
extent, validity and priority held by the Creditors prior to the
Petition Date, and to the extent of the diminution in the amount of
Cash Collateral used by the Debtor after the Petition. Said
Replacement Liens shall be (x) a first priority perfected lien on
all of the postpetition collateral that is not otherwise encumbered
by a validly perfected, non-avoidable security interest or lien on
the Petition Date, (y) a first priority, senior, priming and
perfected lien upon postpetition collateral subject to a lien that
is junior to the liens securing the prepetition obligations, and
(z) junior perfected lien on all collateral, which is subject to
any validly perfected, non-avoidable lien that would be senior to
the Replacement Liens under applicable law.
The Court also directed the Debtor to maintain insurance coverage
on the property and assets. The failure to maintain insurance
coverage, pay taxes or otherwise meet all requirements under the
Order and failure to cure same within 10 business days after notice
may constitute an event of default.
The Adequate Protection Obligations shall constitute expenses of
administration under Sections 503(b)(1), 507(a) and 507(b) of the
Bankruptcy Code with priority in payment over all administrative
expenses, and shall at all times be senior to the rights of the
Debtor and any successor trustee, or any creditor of the Debtor.
A copy of the order is available for free at https://bit.ly/3xHzqjK
from PacerMonitor.com.
A status hearing to consider the entry of a further interim order
shall be held on July 23, 2021, at 9 a.m. via Zoom.
About HARI 108, LLC
HARI 108, LLC, doing business as Illinois Valley Food & Deli, is a
grocery and delicatessen operating in LaSalle, Ill. Hari was formed
in February 17, 2011. It acquired IVFD, a business that had been
operating in LaSalle for over 60 years.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-08044) on June 30,
2021. In the petition signed by Sanjay Amin, manager, the Debtor
disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Timothy A. Barnes oversees the case.
O. Allan Fridman, Esq., at Law Office of Allan Fridman is the
Debtor's counsel.
HH ACQUISITION: Gets OK to Hire Cross Law Firm as Legal Counsel
---------------------------------------------------------------
HH Acquisition CS, LLC received approval from the U.S. Bankruptcy
Court for the District of Arizona to employ The Cross Law Firm,
P.L.C. to serve as legal counsel in its Chapter 11 case.
The firm's services include:
(a) advising and assisting HH Acquisition with respect to the
obligations and limitations imposed upon it as a debtor in
bankruptcy;
(b) advising the Debtor with respect to the continued operation
of its business while in bankruptcy;
(c) advising the Debtor with respect to the treatment of claims
against its bankruptcy estate and the assumption or rejection of
executory contracts;
(d) preparing legal papers and attending all hearings and
examinations necessary to the proper administration of the Debtor's
bankruptcy case and any related proceedings;
(e) advising and assisting the Debtor in the formulation and
presentation of a plan of reorganization; and
(f) other necessary legal services.
The firm will be paid at hourly rates ranging from $350 to $550 and
reimbursed for out-of-pocket expenses incurred.
James Cross, Esq., a partner at The Cross Law Firm, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
James E. Cross, Esq.
The Cross Law Firm, P.L.C.
1850 N. Central Ave., Suite 1150
Phoenix, AZ 85004
Tel: (602) 412-4422
Email: jcross@crosslawaz.com
About HH Acquisition CS
HH Acquisition CS, LLC, a company based in Colorado Springs, Colo.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Ariz. Case No. 21-05211) on July 6, 2021. In the petition signed
by Ian Clifton, authorized representative, the Debtor disclosed $10
million to $50 million in both assets and liabilities. James E.
Cross, Esq., at Cross Law Firm, P.L.C., is the Debtor's legal
counsel.
HYPERION MATERIALS: S&P Assigns 'B' ICR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to
Worthington, Ohio-based Hyperion Materials & Technologies Inc.
S&P said, "At the same time, we are assigning our 'B' issue-level
rating and '3' recovery rating to the company's proposed revolving
and term loan facilities.
"The stable outlook on Hyperion reflects our expectation that
improving demand trends and the roll-off of one-time expenses will
strengthen its performance, enabling the company to generate
significantly higher EBITDA and modest free cash flow in 2021. We
believe these factors will allow Hyperion to reduce its S&P Global
Ratings-adjusted debt leverage below 6x over the next 12-18
months.
"Our rating on Hyperion reflects its high initial S&P Global
Ratings-adjusted leverage and its exposure to cyclical end
markets--such as construction, automotive, and oil and gas.
Moreover, the company's scale is limited and it lacks a significant
aftermarket business, which typically generates higher margins.
Conversely, the company's long-standing relationships with its blue
chip customers and good customer and geographic diversity somewhat
offset these weaknesses.
"We expect reasonable deleveraging over the next 12 months given
the strong outlook for many of Hyperion's customers. In 2020, the
company's S&P Global Ratings-adjusted leverage was about 9.7x. Our
calculation includes a high level of costs that management
considers to be non-recurring in nature. We believe many of these
costs have already rolled off in the first half of 2021.
"We expect Hyperion to increase its sales by 25%-30% in 2021
because of the strong outlook for its customers amid the robust
economic and end-market recovery. We also believe the reduction in
the company's one-time expenses will enable it to significantly
increase its S&P Global Ratings-adjusted EBITDA margins to the
mid-teens percent range from the low-double digit percent range. In
our view, these factors will allow the company to reduce its
leverage to the low- to mid-6x range in 2021 and to the high 5x
area in 2022.
"Our view of the company's business risk incorporates its exposure
to cyclical end markets. Hyperion derived approximately 49% of its
pro forma 2020 sales from the general industrial, automotive, and
aerospace end markets. We view some of the company's end markets
and industries as highly cyclical. That said, we expect these end
markets to perform well in 2021 as they rebound from the effects of
the pandemic and benefit from the global economic reopening.
However, we believe the supply side remains a risk because
industrial companies continue to navigate high commodity prices and
logistics costs and potential disruptions to the supply chain.
"Hyperion has historically maintained below-average profitability,
though we believe it will improve its profitability over the next
year. In our view, the company's limited size and its position as a
supplier to heavy equipment manufacturers limit its margin
potential. However, over the next 12 months, we believe its higher
volumes and focus on cost controls will help it expand its EBITDA
margins to the mid-teens percent range. We view this level of
profitability as being in line with that of its capital goods
peers. We believe management's continued cost initiatives, along
with the realization of merger synergies, will improve Hyperion's
margins over time, though we expect them to remain in the average
(11%-18% on an S&P Global Ratings-adjusted basis) range relative to
those of its rated peers.
"Despite these weaknesses, the company has broad geographic reach,
long-standing relationships with its customer base, and good
customer diversity relative to that of its peers. Hyperion derived
just over 70% of its pro forma 2020 revenue from the Americas and
Europe with the rest coming predominantly from the Asia-Pacific
region. We view this as relatively well-diversified compared with
the geographic exposures of its peers that we rate in the 'B'
rating category. In addition, the company has relatively good
customer diversity because its top customer accounts for just 6% of
its total revenue. Furthermore, we believe Hyperion maintains
strong relations with its customers, which is evidenced by the
long-standing nature of its relationships. For example, of its top
50 customers, 33% have had a relationship with the company spanning
more than 25 years and 79% have worked with it for more than 15
years.
"We expect Hyperion to maintain adequate liquidity supported by its
$75 million revolving credit facility. We believe this facility
will adequately supplement the roughly $50 million of cash and cash
equivalents on the company's balance sheet upon the close of the
transaction. Furthermore, Hyperion maintains a $40 million accounts
receivable (AR) securitization facility that it can use to cover
additional liquidity needs. While the company will face working
capital headwinds in 2021 due to its strong demand, we still expect
it to generate slightly positive free operating cash flow.
"The stable outlook on Hyperion reflects our expectation that it
will significantly increase its EBITDA margins in 2021, which will
substantially reduce its leverage. Specifically, we believe the
company's S&P Global Ratings-adjusted debt to EBITDA will decline
to the low- to mid-6x area by the end of 2021 given the ongoing
economic recovery and our forecast that management will implement
further cost-reduction initiatives. We believe this level of EBITDA
generation will enable Hyperion to generate modestly positive free
operating cash flow in 2021 despite its working capital
headwinds."
S&P could lower its rating on Hyperion if:
-- Its S&P Global Ratings-adjusted debt to EBITDA trends above
6.5x on a sustained basis. This could occur if the oil and gas,
industrial, or consumer electronics end markets materially
contract;
-- The company is unable to generate positive free operating cash
flow; or
-- The company pursues a more aggressive financial policy,
including debt-funded dividends to its financial sponsor.
Although unlikely over S&P's rating horizon given the company's
cyclicality and financial-sponsor ownership, S&P could raise its
ratings on Hyperion if:
-- A stronger-than-expected operating performance reduces its
leverage below 5x on a sustained basis; and
-- S&P believes the company's financial sponsors are committed to
maintaining this level of leverage throughout the business cycle.
INTELLIPHARMACEUTICS INT'L: Reports Second Quarter 2021 Results
---------------------------------------------------------------
Intellipharmaceutics International Inc. reported the results of
operations for the three and six months ended May 31, 2021.
* Effective May 5, 2021 our exclusive license agreements with
Tris Pharma, Inc. for generic Seroquel XR, generic Pristiq
and
generic Effexor XR were mutually terminated. Products were
never supplied nor distributed under the licenses.
Termination
of the exclusive agreements may provide opportunity for the
Company to explore options of supplying the products to
multiple sources on non-exclusive bases. However, there can
be
no assurance that the products previously licensed to Tris
Pharma will be successfully commercialized and produce
significant revenues for the Company.
* On April 22, the Company announced the completion of a non-
brokered private placement of 9,414,560 common shares of the
Company at a price of CAD$0.41 per Common Share for total
gross
proceeds of C$3,859,969.60, subject to the final acceptance by
the TSX. The Common Shares will be subject to a four-month
hold period expiring on Aug. 22, 2021 in accordance with
applicable securities legislation and the policies of the
Toronto Stock Exchange. The Common Shares were sold only to
non-U.S. persons outside of the United States pursuant to
Regulation S under the United States Securities Act of 1933.
The Common Shares issued in the Private Placement were not
registered under the 1933 Act or the securities laws of any
state in the United States and may not be offered or sold in
the United States or to, or for the account or benefit of,
U.S.
persons (as defined in Regulation S under the 1933 Act) or
persons in the United States absent registration or an
applicable exemption from such registration requirements.
The
TSX approved the private placement. The proceeds of the
Private Placement are expected to be used to maintain the
Company's existing operations and for general working capital
purposes and to fund research and development activities.
* On July 2, 2020 the Company had announced that the parties in
the cases, numbers 17-cv-392-RGA, 18-cv-404-RGA and
20-cv-515-
RGA between Purdue Pharma L.P. et al and Intellipharmaceutics
entered into a stipulated dismissal of the Litigations. The
stipulated dismissal, which was subject to approval by the
bankruptcy court presiding over Purdue Pharma's pending
chapter
11 cases, provides for the termination of patent infringement
proceedings commenced by Purdue against the Company in the
United States District Court for the District of Delaware in
respect of the Company's NDA filing for Aximris XRTM with the
FDA. The stipulated dismissal also provides that (i) for a
30 day period following a final approval of the Company's
Aximris XRTM NDA the parties will attempt to resolve any
potential asserted patent infringement claims relating to the
NDA and (ii) if the parties fail to resolve all such claims
during such period Purdue Pharma will have 15 days to pursue
an
infringement action against the Company. The terms of the
stipulated dismissal agreement are confidential.
On July 28, 2020 the United States District Court for the
District of Delaware signed the stipulations of dismissal into
order thereby dismissing the claims in the three cases without
prejudice. In consideration of the confidential stipulated
dismissal agreement and for future saved litigation expenses,
Purdue has paid an amount to the Company.
* On Jan. 15, 2020, at a joint meeting of the Anesthetic and
Analgesic Drug Products Advisory Committee and Drug Safety and
Risk Management Advisory Committee of the FDA to discuss its
NDA for Aximris XR, abuse-deterrent oxycodone hydrochloride
extended-release tablets, the Advisory Committees voted 24 to
2
against the approval of our NDA for Aximris XR for the
management of pain severe enough to require daily,
around-the-
clock, long-term opioid treatment and for which alternative
treatment options are inadequate. The Company expects the
FDA
to take action on the Company's application, on completion of
their review of the NDA.
Results of Operations
The Company recorded net loss for the three months ended May 31,
2021 of $1,000,184 or $0.04 per common share, compared with a net
loss of $1,048,433 or $0.04 per common share for the three months
ended May 31, 2020.
The Company recorded revenues of $93,427 for the three months ended
May 31, 2021 versus $395,740 for the three months ended May 31,
2020. Such revenues consisted primarily of licensing revenues from
commercial sales of the 15, 25, 30 and 35 mg strengths of the
Company's generic Focalin XR under the Par agreement for the three
months ended May 31, 2021.
Expenditures for R&D were $481,679 for the three months ended May
31, 2021 in comparison to $635,326 for the three months ended May
31, 2020, resulting in a decrease of $153,647 compared to the three
months ended May 31, 2020. In the three months ended May 31, 2021,
we recorded $1,127 of expenses for stock-based compensation for R&D
employees compared to $9,977 for the three months ended May 31,
2020. After adjusting for the stock-based compensation expenses,
expenditures for R&D for the three months ended May 31, 2021 were
lower by $144,797 compared to the three months ended May 31, 2020.
The decrease is primarily due to significantly reduced third party
consulting fees.
Selling, general and administrative expenses were $453,219 for the
three months ended May 31, 2021 in comparison to $548,232 for the
three months ended May 31, 2020, resulting in a decrease of
$95,013. The decrease is mainly due to a decrease in administrative
costs, a decrease in wages and marketing costs and a decrease in
occupancy costs.
As of May 31, 2021, the Company's cash balance was $2,470,131. The
Company currently expects to meet its short-term cash requirements
from the proceeds of the private placement financing just completed
and quarterly profit share payments from Par and by cost savings
resulting from reduced R&D activities and staffing levels.
Effective May 5, 2021 the Company's exclusive license agreements
with Tris Pharma, Inc. for generic Seroquel XR, generic Pristiq and
generic Effexor XR were mutually terminated. Products were never
supplied nor distributed under the licenses. Termination of the
exclusive agreements may provide opportunity for the Company to
explore options of supplying the products to multiple sources on
non-exclusive bases. However, there can be no assurance that the
products previously licensed to Tris Pharma will be successfully
commercialized and produce significant revenue for the Company.
The Company will still need to obtain additional funding to, among
other things, further product commercialization activities and
development of its product candidates. Potential sources of
capital may include, if conditions permit, equity and/or debt
financing, payments from licensing and/or development agreements
and/or new strategic partnership agreements. The Company has
funded its business activities principally through the issuance of
securities, loans from related parties and funds from development
agreements. There is no certainty that such funding will be
available going forward or, if it is, whether it will be sufficient
to meet its needs. The Company's future operations are highly
dependent upon its ability to source additional funding to support
advancing its product candidate pipeline through continued R&D
activities and to expand its operations. The Company's ultimate
success will depend on whether its product candidates are approved
by the FDA, Health Canada, or the regulatory authorities of other
countries in which our products are proposed to be sold and whether
the Company is able to successfully market our approved products.
The Company cannot be certain that it will receive such regulatory
approval for any of its current or future product candidates, that
it will reach the level of revenues necessary to achieve and
sustain profitability, or that it will secure other capital sources
on terms or in amounts sufficient to meet our needs, or at all.
The Company gives no assurance that it will not be required to
conduct further studies for its Aximris XR product candidate, that
the FDA will approve any of its requested abuse-deterrence label
claims, that the FDA will ultimately approve the NDA for the sale
of the product candidate in the U.S. market or that the product
will ever be successfully commercialized and produce significant
revenue for the Company.
About Intellipharmaceutics
Intellipharmaceutics International Inc. is a pharmaceutical company
specializing in the research, development and manufacture of novel
and generic controlled-release and targeted-release oral solid
dosage drugs. The Company's patented Hypermatrix technology is a
multidimensional controlled-release drug delivery platform that can
be applied to a wide range of existing and new pharmaceuticals.
Intellipharmaceutics has developed several drug delivery systems
based on this technology platform, with a pipeline of products
(some of which have received FDA approval) in various stages of
development. The Company has ANDA and NDA 505(b)(2) drug product
candidates in its development pipeline. These include the
Company's abuse-deterrent oxycodone hydrochloride extended release
formulation ("Oxycodone ER") based on its proprietary nPODDDS novel
Point Of Divergence Drug Delivery System (for which an NDA has been
filed with the FDA), and Regabatin XR (pregabalin extended-release
capsules).
Intellipharmaceutics reported a net loss and comprehensive loss of
$3.39 million for the year ended Nov. 30, 2020, compared to a net
loss and comprehensive loss of $8.08 million for the year ended
November 30, 2019. As of Nov. 30, 2020, the Company had $3.38
million in total assets, $9.70 million in total liabilities, and a
shareholders' deficiency of $6.31 million.
Toronto, Canada-based MNP LLP, the Company's auditor since 2016,
issued a "going concern" qualification in its report dated Feb. 28,
2021, citing that the Company has suffered recurring losses from
operations and has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern.
KETTNER INVESTMENTS: Wins Cash Collateral Access
------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Kettner Investments, LLC to use the Cash Collateral on a
final basis.
The Debtor has a critical need to use the Cash Collateral to
continue its efforts to preserve and maximize value for its estate
and creditors.
The Debtor admits, stipulates, and agrees that: (i) as of the
Petition Date there was approximately $4.15 million in principal
and interest outstanding in favor of TL-66, LLC under the
Prepetition Note Purchase Agreement and the TL-66 Notes; and (ii)
the Prepetition Secured Debt was secured with valid, binding,
enforceable, and perfected liens on substantially all assets of the
Debtor, provided, however, that TL-66 did not have valid, binding,
enforceable, and perfected liens on any Cash Collateral that was
not held in the Control Accounts or that was not in its possession;
provided, further, however that the Prepetition Secured Debt in
favor of TL-66 was satisfied under the terms of the Settlement
Agreement and Mutual Release approved by the Court under the Order
Approving Settlement Agreement and Mutual Release entered on April
13, 2021.
Medical Marijuana, Inc. does not have valid, binding, enforceable,
and perfected liens on any of the Debtor's assets, including the
Cash Collateral.
The Debtor is authorized to sell any and all Debtor Owned
Securities consistent with prepetition practices, including but not
limited to the MJNA Stock; provided, however, that the Debtor will
provide the Office of the United States Trustee with a monthly
report.
A copy of the order is available at https://bit.ly/3ekL2li from
PacerMonitor.com.
About Kettner Investments
Kettner Investments LLC is a marijuana investment firm based in
Delaware.
Kettner Investments sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 20-12366) on Sept. 16,
2020. At the time of the filing, the Debtor disclosed assets of
between $10 million and $50 million and liabilities of the same
range.
Judge Karen B. Owens oversees the case.
Bayard, P.A., serves as the Debtor's legal counsel. Procopio Cory
Hargreaves & Savitch LLP, is special counsel.
KUMTOR GOLD: Tries to Stop Kyrgyzstan to End Its Chapter 11 Case
----------------------------------------------------------------
Law360 reports that the operator of a gold mine in Kyrgyzstan filed
an adversary complaint Wednesday, July 14, 2021, in an attempt to
stop the Kyrgyz government from enforcing a court order in the
Central Asian country to end its Chapter 11 bankruptcy case in New
York, saying the Kyrgyz government's actions violate the automatic
stay.
Kumtor Gold Co. — the largest gold mine managed by a western
company in Central Asia and a subsidiary of Canada-based Centerra
Gold Inc. which is in turn 33% owned by the Kyrgyz government —
is seeking an injunction against the Kyrgyz Republic after it
seized its mining operations in May 2021.
About Kumtor Gold Inc.
Centerra Gold Inc. is a Canadian mining company that owns and
operates the Kumtor Gold Mine in the Kyrgyz Republic.
Centerra placed subsidiaries, Kumtor Gold Co and Kumtor Operating
Co., into Chapter 11 bankruptcy in the U.S. following
nationalization of the miner's Kumtor gold mine by the Kyrgyz
Republic, a former Soviet republic.
Kumtor Gold Company CSJC and Kumtor Operating Company CSJC sought
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos.
21-11051 to 21-11052) on May 31, 2021. Kumtor Gold was estimated to
have $1 billion to $10 billion in assets and $100 million to $500
million in liabilities as of the bankruptcy filing. The Hon. Lisa
G. Beckerman is the case judge. SULLIVAN & CROMWELL LLP, led by
James L. Bromley, is the Debtor's counsel. STIKEMAN ELLIOT LLP is
the co-counsel.
LATTICE BIOLOGICS: Announces 2Q21 Results, Provides Business Update
-------------------------------------------------------------------
Lattice Biologics Ltd. announced financial results for the second
quarter of 2021.
Highlights of Six Months Ended March 31, 2021
Sales and Product Offerings
- Restructured U.S. subsidiary removes $7.2 million of debt and
future obligations.
- Canadian parent has remained in compliance with all FDA
registrations and international guidelines.
- All existing inventory processed by Lattice Biologics Inc., or
under private label, is safe to use until the expiration date and
remains in full compliance with all regulatory bodies.
- Lattice maintains all quality responsibilities related to
tissue already processed.
2021 Business Update:
"Business conditions have been exceptionally trying this year, and
Lattice Biologics is no exception. Unfortunately, we were not able
to resolve our debt obligations with our largest secured creditor.
Lattice Biologics Inc., the U.S. subsidiary, was forced to
restructure amid the multiple demands of the COVID-19 pandemic.
Although the Company had no quality issues related to its products,
due to excessive debt, we were forced to seek Chapter 7 bankruptcy
protection for the subsidiary.
Following a comprehensive strategic review of the Company, we made
the exciting decision to enter and focus on the fast growing
psychedelic and Cannabis life sciences. With Lattice's extensive
knowledge of processing and purifying advanced biologics, we intend
to be a leader in the emerging psychedelic market. We are proud to
announce the addition of Ian Kerwin and Shawn Baghali to the Board
of Directors. Both Shawn and Ian have extensive knowledge of the
cannabis and psychedelic markets. Exiting Biologics allows the
management team to reorganize the subsidiary and related debts
while not affecting the holding and listed Company and to allow the
Company and shareholders to focus on and benefit from future
generated medicines and treatments. During this transition period,
we remain committed to our Biologics customers, and will continue
to support our technologies and services," said Guy Cook, CEO.
Lattice Biologics maintains its commitment to honoring the gift of
donation by maintaining a strong quality program that supports our
existing and previous clients throughout the reorganization.
About Lattice Biologics Ltd.
Lattice Biologics is traded on the TSX-V under the symbol LBL.
Lattice Biologics develops and manufactures biologic products to
domestic and international markets. The Company's products are
used in a variety of surgical applications.
Lattice Biologics filed a Chapter 7 petition (Bankr. D. Mont. Case
No. 21-20035) on March 12, 2021.
The Chapter 7 trustee:
RICHARD J. SAMSON
310 W. Spruce St.
MISSOULA, MT 59802
LEVEL UP DEVELOPMENTS: Taps AG Real Estate Group as Realtor
-----------------------------------------------------------
Level Up Developments, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Nevada to employ AG Real Estate Group,
Inc. as realtor.
The Debtor needs the services of a realtor to market for sale two
commercial condominium units at the Tall Madge Professional Group
Condominium in Tallmadge, Ohio.
The firm will be paid a commission of 6 percent of the gross sales
price.
AG Real Estate Group President Eric Silver disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Eric Silver
AG Real Estate Group, Inc.
3659 South Green Rd. Suite 100
Beachwood, OH 44122
Tel: (216) 504-5000
Fax: (216) 504-5001
Email: info@agrealestategroup.com
About Level Up Developments
Level Up Developments, LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Nev. Case No. 21-12509) on May 14, 2021, disclosing
total assets of up to $500,000 and total liabilities of up to $10
million. Judge August B. Landis oversees the case. Andersen Law
Firm serves as the Debtor's legal counsel.
LEWISBERRY PARTNERS: Wins Cash Collateral Access Thru Aug 18
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has authorized Lewisberry Partners, LLC to use cash collateral
pursuant to the budget, with a 10% variance allowed to the Debtors
over and above the budgeted amounts, until August 18, 2021. The
Debtor will use the cash collateral to fund its business
operations.
Before the Petition Date, the Debtor entered into a Note and
Security Agreement with Loan Funder LLC, Series 7693, pursuant to
which Loan Funder was granted a first priority mortgage on the
Debtor's properties. In connection with the Note and Security
Agreement, the Debtor granted an assignment of rents to Loan Funder
as security for the obligations under the Note.
In April 2021, after the Petition Date, the Lewisberry Mortgage was
assigned by Loan Funder to U.S. Bank National Association, not in
its individual capacity but solely as Trustee of the HOF Grantor
Trust I. Fay Servicing LLC is the servicer to U.S. Bank, as
Trustee of the HOF Grantor Trust I.
The Court ruled that, as adequate protection for the use of the
Lender's cash collateral from the Petition Date forward, the Lender
is granted Replacement Liens to the same extent and priority
existing on the Petition Date, including with respect to the net
proceeds of sale of the three properties which have been sold by
the Debtor pursuant to the Bankruptcy Court's order dated February
19, 2021. Replacement security interests, under Section 361(2) of
the Bankruptcy Code, to the extent the cash collateral of the
Lender is used by the Debtors, will be to the extent of, and with
the same priority in the Debtor's post-petition collateral, and
proceeds thereof, that the Lender held in the Debtor's pre-petition
collateral.
A hearing on the use of cash collateral is scheduled for August 11
at 11 a.m.
A copy of the order and the Debtor's budget is available at
https://bit.ly/2T3xOSq from PacerMonitor.com.
The Debtor projects $30,900 in total expenses/debits for the period
from July 7 to August 11.
About Lewisberry Partners, LLC
Lewisberry Partners, LLC is primarily engaged in renting and
leasing real estate properties. It sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 21-10327)
on February 9, 2021. In the petition signed by Richard J. Puleo,
managing member, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Eric L. Frank oversees the case.
Edmond M. George, Esq., at Obermayer Rebmann Maxwell & Hippel LLP
is the Debtor's counsel.
LEXARIA BIOSCIENCE: Incurs $2.6 Million Net Loss in Third Quarter
-----------------------------------------------------------------
Lexaria Bioscience Corp. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
and comprehensive loss of $2.57 million on $204,055 of revenue for
the three months ended May 31, 2021, compared to a net loss and
comprehensive loss of $1.39 million on $36,423 of revenue for the
three months ended May 31, 2020.
For the nine months ended May 31, 2021, the Company reported a net
loss and comprehensive loss of $2.88 million on $691,717 of revenue
compared to a net loss and comprehensive loss of $3.20 million on
$250,804 of revenue for the same period in 2020.
As of May 31, 2021, the Company had $10.55 million in total assets,
$281,381 in total liabilities, and $10.27 million in total
stockholders' equity.
Lexaria said, "Since inception, we have incurred significant
operating and net losses. Our net losses were $3.9 million, $4.1
million and $6.6 million for the years ended August 31, 2020, 2019
and 2018, respectively. As of May 31, 2021, we had an accumulated
deficit of $30.6 million. We expect to continue to incur
significant expenses and operating and net losses in upcoming 12
months. Our net losses may fluctuate significantly from quarter to
quarter and year to year, depending on the stage and complexity of
our R&D studies, the receipt of additional milestone payments, if
any, the receipt of payments under any current or future
collaborations we may enter into, and our expenditures on other R&D
activities."
In the second quarter of 2021, the Company completed an
underwritten public offering of common stock for net proceeds of
approximately $9.5 million. As of May 31, 2021, working capital
was approximately $9.5 million, an increase of approximately $7.8
million from August 2020. The Company has evaluated whether there
are conditions or events, considered in the aggregate, that raise
substantial doubt about the Company's ability to continue as a
going concern. With the Offering, the Company is reasonably
certain it has sufficient liquidity to support operations in the
upcoming 12 months. The Company may offer additional securities
for sale during its fiscal year 2021 or thereafter in response to
market conditions or other circumstances if it believes such a plan
of financing is required to advance the Company's business plans
and is in the best interests of its stockholders.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1348362/000164033421001580/lxrp_10q.htm
About Lexaria
Lexaria Bioscience Corp. -- http://www.lexariabioscience.com-- is
a global innovator in drug delivery platforms. Its patented
DehydraTECH drug delivery technology changes the way Active
Pharmaceutical Ingredients enter the bloodstream, promoting
healthier ingestion methods, lower overall dosing, and higher
effectiveness for lipophilic active molecules. DehydraTECH
increases bio-absorption, reduces time of onset, and masks unwanted
tastes for orally administered bioactive molecules, including
cannabinoids, vitamins, non-steroidal anti-inflammatory drugs
(NSAIDs), nicotine, and other molecules. Lexaria has licensed
DehydraTECH to multiple companies in the cannabis industry for use
in cannabinoid beverages, edibles and oral products and to a
world-leading tobacco producer for the development of smokeless,
oral-based nicotine products. Lexaria operates a licensed in-house
research laboratory and holds a robust intellectual property
portfolio with 16 patents granted and over 60 patents pending
worldwide.
As of Nov. 30, 2020, the Company had $2.17 million in total assets,
$353,296 in total liabilities, and $1.82 million in total
stockholders' equity.
Davidson & Company LLP, in Vancouver, Canada, the Company's auditor
since 2016, issued a "going concern" qualification in its report
dated Oct. 14, 2020, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going concern.
LIMETREE BAY: Wins Interim OK on DIP Loan, Cash Collateral Access
-----------------------------------------------------------------
Limetree Bay Services, LLC and affiliates won interim approval from
the U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, to, among other things, use cash collateral and
obtain post-petition financing.
The Debtors may obtain postpetition financing in an aggregate
principal amount of up to $5.5 million on an interim basis, with a
committed financing facility up to $25 million, pursuant to the
Senior Secured Superpriority Debtor-In-Possession Credit Agreement
with 405 Sentinel, LLC and the financial institutions from time to
time parties thereto as lenders.
The Debtors may also access cash collateral of prepetition secured
parties.
Debtor Limetree Bay Refining, LLC (LBR), is the borrower under the
facility. Debtors Limetree Bay Services, LLC., Limetree Bay
Refining Holdings, LLC, Limetree Bay Refining Holdings II, LLC
("LBRHII"), Limetree Bay Refining Operating, LLC ("LBRO"), and
Limetree Bay Refining Marketing, LLC ("LBRM") serve as guarantors.
405 Sentinel, LLC, serves as administrative and collateral agent
for the DIP Lenders.
The Debtors are parties to three principal debt facilities and one
inventory arrangement inclusive of safe harbored forward contracts
regarding Feedstock and Product and a term loan in respect of
certain catalysts owned by LBRM at the Refinery. As of the Petition
Date, the principal amount of the Debtors' obligations under the
Prepetition Facilities total approximately $1.848 billion.
LBR, as borrower, LBRM and LBRO, as guarantors, and LBRH II, as
pledgor, each lender party thereto from time to time, and Goldman
Sachs, as administrative agent are parties to an Amended and
Restated Credit Agreement, dated as of December 24, 2020 which
provided for the issuance of a term loan, consisting of five
tranches, in the aggregate principal amount of up to $900 million.
As of the Petition Date, the LBR was indebted to the Prepetition
Term Secured Parties under the Prepetition Term Documents in the
aggregate principal amount of not less than $768.9 million on
account of outstanding Advances, plus fees, expenses, and other
Obligations.
LBRM, as borrower, LBR and LBRO, as guarantors, and LBRH II, as
holdings and Goldman Sachs, as administrative agent, are parties to
the Credit Agreement, dated as of November 20, 2018, which provided
for the issuance of revolving loans and letters of credit in an
aggregate amount not to exceed $50 million.
The Debtors also owe $782.5 million under a mezzanine financing
(Prepetition Holdco Credit Facility) with Wilmington Trust,
National Association, as administrative agent and collateral agent;
and not less than $24.9 million under financing arrangements with
J. Aron & Company, LLC.
The Debtors are in the midst of an extreme liquidity crisis. As of
the Petition Date, the Debtors have $3,479,722.90 cash on hand.
Aside from the proposed DIP Facility, the Debtors do not have
access to funds for operational expenses through existing credit
facilities as such facilities are either fully drawn or the Debtors
are unable to satisfy certain prerequisites to access the funds.
Unless the DIP Facility is approved on an interim basis, the
Debtors will be unable to meet certain immediate obligations,
including, without limitation, the payment of $1,150,110.50 in
payroll on July 16, 2021.
The Prepetition Secured Parties have consented to the DIP Financing
after extensive negotiation, in exchange for the bargained-for
protections set forth in the Interim DIP Order.
In addition to the terms of the Budget and the DIP Orders, both of
which were the subject of extensive negotiations, the Prepetition
Secured Parties consented to the use of Cash Collateral subject to
these provisions:
a. valid and automatically perfected priority replacement
liens and security interests in and on all real and personal
property of the Debtors and their bankruptcy estates, in each case,
subject to the DIP Liens securing the DIP Financing in the same
order and priority as existed prepetition;
b. monthly payments to reimburse the Prepetition Secured
Parties' reasonable and documented professional fees;
c. (i) in the case of the Prepetition Term Lenders, in lieu of
cash payments of interest when and as required under any of the
Prepetition Secured Debt Documents, all accrued and unpaid interest
shall, on each applicable date when such interest payments are due
under such documents, be paid in kind by adding the amount of such
accrued interest to the outstanding aggregate principal balance of
the term loans, and (ii) in the case of the Revolver Lenders and J.
Aron, monthly payments in cash of an amount equal to all interest
(other than default interest) accrued under the Revolver
Transaction Documents and J. Aron Transaction Documents, as
applicable;
d. super priority administrative claims and all of the other
benefits and protections allowable under section 507(b) of the
Bankruptcy Code, with priority as provided therein, to the extent
of any diminution in each Prepetition Secured Parties' respective
Prepetition Collateral, and
e. an acknowledgement of the unconditional right to credit bid
the prepetition obligations under each Prepetition Secured Parties'
respective Prepetition Secured Debt Documents in connection with
any sale of their respective Prepetition Collateral.
All obligations of the Debtors under the DIP Facility will bear
cash interest at 3.00%, payable monthly in arrears, and monthly PIK
interest at 9.00%. All
interest and fees shall be computed on the basis of a year of 360
days for the actual days elapsed. In lieu of PIK interest, the
Borrower may pay such interest in cash, subject to compliance with
the Budget.
The DIP financing imposes certain milestones on the Debtors. The
Debtors must have:
(i) prepared a contingency plan for the wind-down of the
Debtors' operations in the event that a going concern sale is not
achieved, which plan shall be reasonably acceptable to the
Prepetition Secured Parties no later than July 28, 2021 at 12:00
noon prevailing Central Time,
(ii) prepared a 13-week budget that is reasonably acceptable to
the Prepetition Secured Parties no later than July 28, 2021 at
12:00 noon prevailing Central Time,
(iii) filed with the Court a motion requesting approval of
proposed bidding procedures that are reasonably acceptable to the
Prepetition Secured Parties and that adhere to the milestones
described in clauses (iv) and (v) below no later than 10 business
days after the Petition Date,
(iv) obtained, within 60 calendar days after the Petition Date,
a binding stalking horse bid for the sale of all or substantially
all of the Debtors' assets which bid shall be reasonably acceptable
to each Prepetition Secured Party, and
(v) completed the closing of a sale of all or substantially
all of the Debtors' assets that is reasonably acceptable to each
Prepetition Secured Party, within 120 calendar days after the
Petition Date.
The Court will conduct the Final Hearing on August 2, 2021 at 3:30
p.m., prevailing Central Time. Objections and responses to the
Motion with respect to entry of the Final Order are due July 29 at
10:00 am, prevailing Central Time.
Limetree Bay Refinery projects $4.75 million in cash receipts and
$8.25 million in cash disbursements for the period from July 12 to
August 1.
A copy of the motion is available at https://bit.ly/3i6tNFf from
PacerMonitor.com.
Adequate Protection of Limetree Bay Terminals
An ad hoc group of lenders to Limetree Bay Terminals, LLC, a
non-debtor, filed a limited objection, asserting that the DIP
Financing should not be permitted to take priming liens on any
assets of the Debtors that LBT or the Terminal Lenders have a
security interest in or lien on, including hydrocarbons and other
materials stored at the Terminal. The group also disagree with
certain of the stipulations regarding the liens, property and
status of the Debtors’ lenders and financing counterparties,
including J. Aron & Company, that are contained in the proposed DIP
Financing order, and reserve all rights in connection with such
stipulations.
The Terminal Lenders hold more than 70% of the approximately $450
million senior secured term loan debt of LBT.
The Interim Order provides that, to the extent Limetree Bay
Terminals, LLC, holds a valid, perfected, and unavoidable lien on
any DIP Collateral in existence as of the Petition Date, and solely
to the extent of any diminution in value of such lien, if any, LBT
will receive a replacement lien for the diminution to the same
extent validity and priority as its pre-petition lien. Nothing in
the Interim Order shall be a determination of the validity,
priority, or extent of any lien or claim asserted by LBT, and the
rights of all parties as to such issues are preserved. For the
avoidance of doubt, any replacement lien will not attach to the IFF
Property as the term is defined in the A&R Depositary and
Intercreditor Agreement.
The Terminal Lenders are represented by:
Henry Flores, Esq.
RAPP & KROCK, PC
1980 Post Oak Blvd. Suite 1200
Houston, TX 77056
Telephone.: (713) 759-9977
Facsimile.: (713) 759-9967
Email: hflores@rappandkrock.com
- and –
Damian S. Schaible, Esq.
Elliot Moskowitz, Esq.
Aryeh Ethan Falk, Esq.
Jonah A. Peppiatt, Esq.
DAVIS POLK & WARDWELL LLP
450 Lexington Avenue
New York, NY 10017
Telephone: (212) 450-4000
Facsimile: (212) 701-5800
Email: damian.schaible@davispolk.com
Email: elliot.moskowitz@davispolk.com
Email: aryeh.falk@davispolk.com
Email: jonah.peppiatt@davispolk.com
About Limetree Bay Services, LLC
Limetree Bay Services, LLC own and operate an oil refinery located
on the island of St. Croix in the United States Virgin Islands.
The Refinery is part of a 2,000-acre industrial complex located on
the southern coast of St. Croix comprised of (a) the Refinery and
(b) an oil storage facility (or terminal) and docks owned and
operated by non-debtor affiliates of the Debtors.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-32351) on July 12,
2021. In the petition signed by Mark Shapiro, chief restructuring
officer, Limetree Bay Services disclosed up to $10 million in
assets and up to $50,000 in liabilities. Limetree Bay Refining,
LLC, estimated up to $10 billion in assets and up to $1 billion in
liabilities.
LIT'L PATCH OF HEAVEN: Seeks Cash Collateral Access
---------------------------------------------------
Lit'l Patch of Heaven Inc., asks the U.S. Bankruptcy Court for the
District of Colorado for authority to use cash collateral and
provide adequate protection to properly secured creditors.
The Debtor requires the use of cash collateral to pay necessary
operating expenses.
The Debtor previously filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code on July 17, 2019, commencing Case
No. 19-19803-JGR. The Previous Bankruptcy was precipitated by Wells
Fargo Bank, N.A's initiation of foreclosure proceedings and request
for a receivership in connection with a loan agreement dated July
20, 2005. The Debtor sought the protection of the Bankruptcy Code
so that it would have an opportunity to restructure its debts.
On April 21, 2020, the Court entered an order confirming the
Debtor's Plan of Reorganization and approving its Disclosure
Statement. The Plan provided, among other things, that the Debtor
would make monthly payments to Wells Fargo in the amount of $4,500,
and that the Debtor would pay the unpaid balance of Wells Fargo, as
well as any accrued interest, other fees, and attorney's fees and
costs in a balloon payment on or before June 30, 2021.
On November 24, 2020, the Court determined that the Debtor's estate
had been fully administered and entered the final decree in the
Previous Bankruptcy.
The Debtor has made the payments to Wells Fargo as required by the
Plan (except the June 15,2021 payment).
The Debtor has, over the course of the last approximate seven
months, been working with Wells Fargo, which has been in turn
working with the SBA, to obtain an extension of the June 30, 2021
maturity date of the Loan. The Debtor has also been requesting its
year end statements (providing tax related information) and monthly
statements, which have not been received since at least the
Previous Bankruptcy.
It has also been the Debtor's intention since at least the
commencement of the Previous Bankruptcy, which intention it
disclosed and discussed with Wells Fargo, to either refinance the
Loan or sell the Property securing the Loan.
Despite the Debtor's adherence to the Plan and cooperation with
Wells Fargo, Wells Fargo has and continues to refuse to provide the
Debtor with the WF Statements. The WF Statements are required by
the Debtor in order to file its 2018, 2019, and 2020 taxes.
In addition, the lack of current information about the obligation
to Wells Fargo has made it impossible for the Debtor to refinance
the Loan or sell the Property securing the Loan. Both lenders and
potential buyers want to see tax returns for the Debtor, which it
cannot complete.
The Debtor believes there is substantial equity in the Property,
which the Debtor estimates having a value of $978,000.
Wells Fargo's actions and inactions have left the Debtor with no
recourse but to file the instant Bankruptcy Case to stop the
foreclosure action threatened by Wells Fargo and to obtain the WF
Statements. The Debtor has already commenced marketing efforts to
sell the Property and has received offers on for the Property, but
has not been able to consummate a sale due to the lack of the WF
Statement. The breathing spell will allow the Debtor to complete
the sale process for the benefit of all creditors.
The Debtor maintains one primary secured loan -- Loan agreement
with Wells Fargo dated July 20, 2005 -- which lien arising
therefrom could encumber the Debtor's "cash collateral" as the term
is defined in Bankruptcy Code section 363. The borrower under the
loan is identified as Lit'l Patch of Heaven Inc. The Debtor granted
a lien in substantially all of its assets, including the Debtor's
accounts. The amount owing to Wells Fargo pursuant to the Debtor's
books and records, is approximately $427,000.
Wells Fargo may have a secured lien position on the Debtor's funds
and revenues that constitute cash collateral as the term is defined
in the Bankruptcy Code.
The Debtor says it will continue to generate revenues of not less
than $27,000 per month. Thus, the Debtor is replacing its cash in
the ordinary course of its operations and therefore the collateral
base will remain stable and will improve over time. The Debtor's
cash position is projected to be positive after meeting expenses
over the budgeted period. Further, Wells Fargo is adequately
protected based upon the value of the collateral securing its
loan.
In order to provide adequate protection for the Debtor's use of
cash collateral, to the extent any secured creditor is properly
perfected in cash collateral, the Debtor proposes the following:
a. The Debtor will provide a replacement lien on all
post-petition accounts and cash equivalents to the extent that the
use of the cash collateral results in a decrease in the value of
the collateral pursuant to 11 U.S.C. section 361(2);
b. The Debtor will maintain adequate insurance coverage on
all personal property assets and adequately insure against any
potential loss;
c. The Debtor shall provide to such creditor all periodic
reports and information filed with the Bankruptcy Court, including
debtor-in-possession reports;
d. The Debtor will only expend cash collateral pursuant to
the Budget subject to reasonable fluctuation by no more than 15%
for each expense line item per month, plus all fees owed to the
U.S. Trustee;
e. The Debtor will pay all post-petition taxes; and
f. The Debtor will retain in good repair all collateral in
which any secured creditor has an interest.
Should the Debtor default in the provision of adequate protection,
the Debtor's approved use of cash collateral will cease and
properly perfected secured creditors will have the opportunity to
obtain further relief from the Court.
A copy of the order and the Debtor's budget from August 2021 to
January 2022 is available at https://bit.ly/3ia8Ol7 from
PacerMonitor.com.
The Debtor projects $166,229.52 in total receipts and $165,340.26
in total disbursements for the six-month period.
About Lit'l Patch of Heaven Inc.
Lit'l Patch of Heaven Inc., based in Thornton, CO, filed a Chapter
11 petition (Bankr. Colo. Case No. 19-16119) on July 17, 2019. In
the petition signed by Jeff Kraft, CEO, the Debtor estimated $1
million to $10 million in assets and $500,000 to $1 million in
liabilities. The Hon. Michael E. Romero oversees the case. Aaron
A. Garber, Esq., at Wadsworth Garber Warner Conrardy, P.C., serves
as bankruptcy counsel to the Debtor.
LUVU BRANDS: Provides Preliminary Q4, Fiscal Year Net Sales
-----------------------------------------------------------
Luvu Brands, Inc. announced that preliminary unaudited net sales
for the three months ended June 30, 2021 were approximately $5.9
million (or approximately 7% higher) than the $5.5 million recorded
in the same period of 2020.
Included in the prior year three months ended June 30, 2020 results
were $780,000 in sales of PPE products. Excluding the non-recurring
PPE sales, the comparable quarter-to-quarter increase was
approximately 25%.
For the 12 months ended June 30, 2021, preliminary net sales were a
record $23.1 million, an increase of approximately 25% from the
$18.4 million reported for the prior fiscal year.
About Luvu Brands
Luvu Brands, Inc. -- http://www.luvubrands.com/-- designs,
manufactures and markets a portfolio of consumer lifestyle brands
through the Company's websites, online mass/drug merchants and
specialty retail stores worldwide. Brands include: Liberator, a
brand category of iconic products for enhancing sensuality and
intimacy; Avana, medical and personal PPE products and inclined bed
therapy products, assistive in relieving medical conditions
associated with acid reflux, surgery recovery and chronic pain; and
Jaxx, a diverse range of casual fashion daybeds, sofas and beanbags
made from virgin and re-purposed polyurethane foam. Headquartered
in Atlanta, Georgia, the Company occupies a 140,000 square foot
vertically-integrated manufacturing facility and employs over 200
people.
Luvu Brands reported net income of $860,000 for the year ended June
30, 2020, compared to a net loss of $157,000 on $17 million for the
year ended June 30, 2019. As of March 31, 2021, the Company had
$9.91 million in total assets, $8.89 million in total liabilities,
and $1.02 million in total stockholders' equity.
Liggett & Webb, P.A., in Boynton Beach, Florida, the Company's
auditor since 2012, issued a "going concern" qualification in its
report dated Oct. 1, 2020, citing that the Company has a working
capital deficit and an accumulated deficit. The Company has
financed its working capital requirements primarily through the
issuance of debt. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
MEDIQUIP INC: Wins Cash Collateral Access on Final Basis
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York has
authorized Mediquip, Inc. to use cash collateral on a final basis
and provide adequate protection.
The Debtor is authorized to use cash collateral to conduct its
ordinary and customary business operations and to expend such funds
as are necessary and reasonable for the business operations of the
Debtor.
Alpha Capital is receiving adequate protection for the use of cash
collateral in which it has an interest.
By consenting to the continued use of Cash Collateral by the
Debtor, Alpha Capital is not waiving any rights as to its interest
in any Cash Collateral but in the interest of preserving the
bankruptcy estate and to assist the Debtor in its day-to- day
operations, is agreeable to the Debtor's use of Cash Collateral on
a permanent basis.
Additionally, the Debtor will pay to Alpha Capital in monthly
installments of $2,331 per month no later than the 5th day of each
month.
To further adequately protect the Alpha Capital in connection with
the use by the Debtor of Cash Collateral and any other property
upon which security interests and liens have been previously
granted by the Debtor to Alpha Capital, the Court hereby confirms
the grant, assignment and pledge by the Debtor to the Alpha Capital
of a post-petition replacement lien (of the same validity, extent
and priority as the secured creditor's pre-petition security
interests) in the Alpha Capital's pre-petition collateral in and to
(a) all proceeds from the disposition of any of the collateral,
including Cash Collateral, and (b) any and all of its goods,
property, assets and interests in property in which the secured
creditors held a lien or security interest prior to the petition
date, whether now existing and/or owned and hereafter arising
and/or acquired and wherever located by the Debtor, and proceeds
thereof. The security interests and liens granted in the
post-petition collateral hereby will be valid, perfected and
enforceable security interests and liens on the collateral without
further filing or recording of any document or instrument or any
other actions.
Any liens granted to Alpha Capital will be subordinate to (a) any
and all amounts due in respect of U.S. Trustee Fees under 28 U.S.C.
section 1930 and 31 U.S.C. section 3717, and (b) fees and
commissions of a hypothetical Chapter 7 Trustee in an amount not to
exceed $10,000 and (c) subordinate to a claim for legal fees and
expenses by Berger, Fischoff, Shumer, Wexler & Goodman, LLP in an
amount not to exceed $50,000. No part of the carveout provided
hereunder for a hypothetical Chapter 7 Trustee may be used to
commence or continue a Lien Challenge against Alpha Capital.
A copy of the order is available at https://bit.ly/3r9lwo6 from
PacerMonitor.com.
About Mediquip Inc.
Mediquip, Inc., a Bethpage, N.Y.-based provider of home health care
services, filed a voluntary petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-70615) on April 2,
2021. Sonia Carrero, chief executive officer, signed the
petition.
At the time of filing, the Debtor was estimated to have $100,000 to
$500,000 in assets and $1 million to $10 million in liabilities.
Judge Robert E. Grossman oversees the case. Berger, Fischoff,
Shumer, Wexler, Goodman, LLP serves as the Debtor's legal counsel.
MGM RESORTS: Fitch Affirms 'BB-' LT IDRs, Outlook Remains Negative
------------------------------------------------------------------
Fitch Ratings has affirmed MGM Resorts International and MGM China
Holdings (MGM China, collectively MGM) Long-Term Issuer Default
Ratings (IDRs) at 'BB-'. In addition, Fitch has affirmed all of the
unsecured debt at MGM Resorts and MGM China at 'BB-'/'RR4'. The
Rating Outlook remains Negative. Fitch subsequently withdrew MGM
China's IDR and all of MGM Resorts & MGM China's debt instrument
ratings.
Fitch previously affirmed MGM's ratings on July 6, 2021 following
the CityCenter transaction announcement. This reflected Fitch's
expectation that gross consolidated leverage will decline to 6x
(the negative rating sensitivity) by 2023 (i.e. within the rating
horizon) pro forma for the announced transactions, as well as
Fitch's more positive view on Las Vegas' recovery to pre-pandemic
levels.
Fitch Ratings has chosen to withdraw the Ratings of MGM Resorts and
MGM China for commercial reasons.
KEY RATING DRIVERS
U.S. Recovery Firming Up: U.S. domestic gaming has nearly fully
recovered to 2019 levels in regional markets, and Las Vegas
continues to improve with increased vaccinations and reduced
pandemic restrictions. The strong gaming demand in Las Vegas,
particularly slots, is offsetting persistent weakness from the
international and convention segments, although the latter is
expected to return in earnest in 2022. Fitch's assumptions include
a full recovery to 2019 levels for U.S. regionals, Las Vegas and
Macau by 2022, 2023 and 2024, respectively, which may prove
conservative given current trends.
However, Fitch's assumptions also consider the potential for
renewed pandemic restrictions amid slowing domestic vaccination
penetration and uncertainty regarding viral variants. For example,
health officials elsewhere (e.g. World Health Organization, Israel,
Los Angeles) are recommending reinstating certain restrictions to
counter the Delta variant. Reduced concerns for these risks and a
longer track record of healthy U.S. gaming demand would support
stabilizing the Rating Outlooks.
Reduced Financial Flexibility: After the sale-and-leaseback
transactions of Bellagio and MGM Grand in 2019-2020, MGM has
monetized all of its meaningful wholly owned assets. The increase
in lease-equivalent debt mostly offset the subsequent decline in
traditional debt.
The additional fixed costs created by the transactions weakened
MGM's domestic FCF generation, inclusive of distributions from its
subsidiaries. MGM guarantees the two mortgages for the Bellagio and
MGM Grand/Mandalay Bay joint ventures (JVs), respectively, which is
another negative liquidity consideration, albeit a manageable one,
given that both are collection guarantees. Fitch does not
consolidate the JV debt. MGM's run-rate triple-net leases annualize
to roughly $1.6 billion, although a portion of that goes back to
MGM vis-a-vis distributions from its 42%-owned MGP Growth
Properties LLC (BB+/Negative).
MGP Ownership Uncertainty: Consolidated rent-adjusted leverage will
remain elevated should MGM achieve its target of 1.0x domestic net
financial leverage. MGM paid down $4.1 billion of traditional debt
between 2018 and early 2020 with asset-sale proceeds, prior to
pandemic-related debt issuance, but created $4.3 billion of
lease-equivalent debt in the process. The CityCenter transaction
also creates another $1.7 billion in lease-equivalent debt.
Uncertainties around MGP ownership reduction make leverage
trajectory opaque, as deconsolidation will result in roughly $6.5
billion of incremental lease-equivalent debt from capitalizing the
MGP master lease at 8.0x.
Favorable Asset Mix: MGM has good geographic diversification, which
includes international properties in Macau. MGM's portfolio has
many high-quality assets in the Strip, and its regional assets are
typically market leaders. The regional portfolio's diversification
partially offsets the more cyclical nature of Las Vegas Strip
properties. MGM's two properties in Macau provide global
diversification benefits and exposure to a market with favorable
long-term growth trends.
MGM Growth Properties: MGP is roughly 42% owned and effectively
controlled by MGM. Therefore, Fitch analyzes MGM on a consolidated
basis and subtracts distributions to minority holders from EBITDAR.
MGM has actively been reducing its ownership stake in MGP through
OP unit redemptions, down from nearly 70% at YE 2019. MGM's
ownership of the sole MGP Class B share and controlling voting
power, intact until ownership falls below 30%, will continue to
support a consolidated analysis with adjustments for the minority
stake in MGP.
Should MGM reduce its stake in MGP below 30% and deconsolidate,
Fitch would likely analyze the MGM domestic credit on a standalone
basis. The financial flexibility of this credit is weaker given the
high amount of fixed costs associated with the MGP and non-MGP
master leases (about $1.6 billion pro forma for CityCenter
transaction).
DERIVATION SUMMARY
MGM's 'BB-' IDR reflects the issuer's strong liquidity, diversified
operating footprint and de-levering path back to moderate
consolidated gross-adjusted leverage metrics. This is offset by
weaker financial flexibility as a result of sale-leaseback
transactions over the past few years and higher rent costs. The IDR
considers MGM's multiple liquidity sources to withstand lingering
coronavirus disruptions (i.e. travel restrictions, particularly in
Macau) and potential de-levering path back to 6.0x consolidated
gross-adjusted leverage amid a moderate recovery in global gaming.
Peer Las Vegas Sands Corp. (BBB-/Negative) has a track record of
adherence to a more conservative financial policy and stronger
international diversification in attractive regulatory regimes.
KEY ASSUMPTIONS
-- Total revenues relative to 2019 levels are -26%, -7%, and flat
from 2021 through 2023, respectively, which excludes the
impact of CityCenter becoming fully consolidated. The regional
segment is fully recovered by 2022, Las Vegas by 2023 and
Macau by 2024. Regional markets and Las Vegas recent
performance suggest a full recovery could come sooner;
however, Fitch's forecast considers the potential for renewed
travel and pandemic-related restrictions as vaccinations
decelerate in the U.S. and variants are managed. Macau's
longer recovery trajectory considers slower vaccination trends
and lingering travel restrictions internationally.
-- Flow through to EBITDAR is 40% to 50% in the near term as a
result of meaningful cost cuts. As operations normalize
through the recovery, Fitch assumes MGM's long-term margins
will slightly exceed those of the prior cycle, with some
initiatives taken during the pandemic resulting in a lower
overall cost base;
-- Capex returns to more normalized maintenance levels of roughly
$600 million beginning 2021 ($100 million and $50 million
attributable to MGM China and CityCenter, respectively). Some
additional capex is assumed in Macau for MGM Cotai's south
hotel tower (roughly $100 million);
-- Macau's revolver is paid down with 1Q21 notes' proceeds, while
MGM's $1 billion in 2022 unsecured notes are redeemed for
cash. Fitch assumes some amount of MGM's unsecured notes
maturing 2023-2025 are redeemed for cash. Fitch also assumes
CityCenter sale-leaseback proceeds are partially used to pay
off its secured term loan (~$1.5 billion in net debt);
-- No shareholder returns at the MGM parent level are assumed
until at least 2023. The majority of cashflow after capex is
distributed at the MGM China and MGP.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Evidence of stabilization in demand and signs of a significant
rebound in global gaming demand could lead to a revision of
the Rating Outlook to Stable;
-- Greater certainty of gross-adjusted debt/EBITDAR trending
toward 6.0x by YE 2022 could likewise lead to a revision of
the Rating Outlook to Stable. This could be on a net basis
should the company's plans for debt paydown become more
explicit.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Net-adjusted debt/EBITDAR exceeding 6.0x beyond 2023, either
through a more prolonged disruption to global gaming demand or
adoption of a more aggressive financial policy. As the
operating environment normalizes and balance sheet liquidity
returns to levels consistent with historical practices, Fitch
will reemphasize gross-adjusted leverage metrics of below 6.0x
for the 'BB-' IDR level;
-- A reduction in overall liquidity (low cash and revolver
availability, heightened covenant risk or increased FCF burn)
as a result of prolonged coronavirus pressures.
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
MGM's has significant excess liquidity, which helped it weather the
$2 billion FCF burn in 2020, although FCF is now at an inflection
point and should be neutral in 2021. MGM's domestic operations had
$4.7 billion in excess cash, net of estimated cage cash, and full
availability on its $1.5 billion revolver as of March 31, 2021. MGM
China had $950 million of excess cash and $747 million in revolver
availability, thanks to a $750 million unsecured issuance during
1Q21.
Voluntary debt paydowns during 2020 from the Bellagio and MGM Grand
transactions have eliminated meaningful maturities until 2022, when
the $1 billion in 7.75% notes will mature. Fitch assumes MGM
balances capital allocation between targeted debt paydown,
investments in digital segments (BetMGM JV), the resumption of
shareholder returns and future growth investments in Macau and/or
Japan.
ISSUER PROFILE
MGM operates eight casinos on the Las Vegas Strip and eight in
regional markets, which include Detroit, Mississippi, Maryland, New
Jersey, New York, Massachusetts and Ohio. MGM has a 56% stake in
MGM China, which operates two casinos in Macau SAR and owns
CityCenter in Las Vegas through a 50/50 JV (owns the Aria casino in
Las Vegas, in the process of being acquired).
SUMMARY OF FINANCIAL ADJUSTMENTS
Leverage: Fitch subtracts distributions to minority holders of
non-wholly-owned consolidated subsidiaries from EBITDA to calculate
leverage. Fitch also adds recurring distributions from
unconsolidated JVs.
ESG CONSIDERATIONS
MGM Resorts International has an ESG Relevance Score of '4' for
Group Structure due to the complexity of MGM's ownership structure
for its primary operating subsidiaries and JVs and increasing group
transparency risk. This has a negative impact on the credit profile
and is relevant to the ratings 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.
MIDTOWN CAMPUS: Taps B. Riley Real Estate as Real Estate Advisor
----------------------------------------------------------------
Midtown Campus Properties, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to employ B.
Riley Real Estate, LLC as its real estate advisor.
The Debtor needs a real estate advisor to market for sale the
Midtown Apartments, a 310-unit student housing apartment complex
currently under construction. The property is located at 104
Northwest 17th St., Gainesville, Fla.
B. Riley will receive a fee of 1.25 percent of the gross proceeds
received by the Debtor from the sale. The firm will also receive
reimbursement for out-of-pocket expenses incurred.
B. Riley President Michael Jerbich disclosed in a court filing that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Michael Jerbich
B. Riley Real Estate, LLC
875 N. Michigan Avenue, Suite 3900
Chicago, IL 60611
Tel: (312) 894-7621
Email: mjerbich@brileyfin.com
About Midtown Campus Properties
Midtown Campus Properties, LLC, is a single asset real estate that
owns the Midtown Apartments, a 310-unit student housing apartment
complex currently under construction. Midtown Apartments consists
of a six-story main building, a parking garage for resident and
public use, and a commercial retail space. The property is located
at 104 NW 17th St., Gainesville, Fla.
Midtown Campus Properties sought Chapter 11 protection (Bankr. S.D.
Fla. Case No. 20-15173) on May 8, 2020. At the time of the filing,
the Debtor had between $50 million and $100 million in both assets
and liabilities.
Robert A. Mark oversees the case.
The Debtor tapped Genovese Joblove & Battista, P.A., as bankruptcy
counsel; Becker & Poliakoff, P.A. as special counsel; KapilaMukamal
LLC as financial advisor; Garcia, Espinosa, Miyares, Rodriguez,
Trueba & Company, LLP (GEMRTC) as financial accountant; and The
Bosch Group, Inc. as construction consultant.
MIDTOWN DEVELOPMENT: Has Deal on Cash Collateral Use
----------------------------------------------------
Midtown Development, LLC has reached a deal regarding its access to
cash collateral.
"The Court is advised that the Motion to Use Cash Collateral is
settled. The parties are given 28 days within which to file
settlement documents," Judge Thad J. Collins said July 15.
Judge Collins previously authorized Midtown Development to use cash
collateral to pay necessary expenses until the final hearing on the
cash collateral request, consistent with the budget, except for
those expenses related to (i) professional and consultant fees,
(ii) Donna Nelson member/shareholder payments, (iii) Verner Nelson,
Jr. and Verner Nelson III payroll expenses or miscellaneous
expenses. Miscellaneous expenses incurred prior to the final
hearing would be submitted to MidWestOne Bank for consideration,
the Court ruled.
Nothing in the interim order shall be construed to limit the United
States Trustee from asserting any rights to payment for quarterly
fees and professional expenses, and for any professional, or Verner
Nelson, Jr., Verner Nelson, III, or Donna Nelson from seeking
compensation for prepetition or postpetition services provided to
or for the Debtor.
A final hearing was originally set for July 20, 2021 at 10 a.m.
A copy of the order is available at https://bit.ly/3AZRw2D from
PacerMonitor.com at no charge.
Counsel for MidWestOne Bank:
Jacob B. Sellers, Esq.
Greenstein Sellers PLLC
825 Nicollet Mall, Suite 1648
Minneapolis, MN 55402
Telephone: 612-345-7492
Email: jacob@greensteinsellers.com
About Midtown Development
Midtown Development, LLC, a real estate developer in Iowa, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Iowa Case No. 21-00478) on May 25, 2021. In the petition signed by
Donna L. Nelson, managing member, the Debtor disclosed $1 million
to $10 million in both assets and liabilities. Judge Thad J.
Collins oversees the case.
The Debtor tapped Day Rettig Martin, PC as legal counsel, BerganKDV
as accountant, and Moglia Advisors as financial advisor.
MIND TECHNOLOGY: All Four Proposals Passed at Annual Meeting
------------------------------------------------------------
At the 2021 Virtual Annual Meeting of stockholders of MIND
Technology, Inc., a Delaware corporation, stockholders:
(1) elected Peter H. Blum, Robert P. Capps, William H.
Hilarides, Robert J. Albers, Thomas S. Glanville, Marcus
Rowland to serve on the Board of Directors of the Company
until the next annual meeting of stockholders, each until
their respective successors are duly elected and
qualified;
(2) approved an amendment to the MIND Technology, Inc. Amended
and Restated Stock Awards Plan;
(3) approved, on an advisory basis, Named Executive Officer
compensation; and
(4) ratified the selection by the Audit Committee of the Board
of Directors of Moss Adams LLP as the Company's
independent
registered public accounting firm for the fiscal year
ending
Jan. 31, 2022.
About Mind Technology
Mind Technology, Inc. -- http://mind-technology.com-- provides
technology and solutions for exploration, survey and defense
applications in oceanographic, hydrographic, defense, seismic and
security industries. Headquartered in The Woodlands, Texas, MIND
Technology has a global presence with key operating locations in
the United States, Singapore, Malaysia and the United Kingdom. Its
Klein and Seamap units design, manufacture and sell specialized,
high performance sonar and seismic equipment.
Mind Technology reported a net loss of $20.31 million for the year
ended Jan. 31, 2021, compared to a net loss of $11.29 million for
the year ended Jan. 31, 2020. As of April 30, 2021, the Company
had $35.52 million in total assets, $8.95 million in total
liabilities, and $26.57 million in total stockholders' equity.
Houston, Texas-based Moss Adams LLP, the Company's auditor since
2017, issued a "going concern" qualification in its report dated
April 16, 2021, citing that "The Company has a history of losses
and has had negative cash flows from operating activities in the
last two years. The Company may not have access to sources of
capital that were available in prior periods. In addition, the
COVID-19 pandemic and the decline in oil prices during fiscal 2021
caused a disruption to the Company's business and delays in some
orders. Currently management's forecasts and related assumptions
support their assertion that they have the ability to meet their
obligations as they become due through the management of
expenditures and, if necessary, accessing additional funding from
the at-the-market program or other equity financing. Should there
be constraints on the ability to access capital under the
at-the-market program or other equity financing, the Company has
asserted that it can manage cash outflows to meet the obligations
through reductions in capital expenditures and other operating
expenditures."
MISSOURI JACK: May Use Cash Collateral on Final Basis
-----------------------------------------------------
Judge Barry S. Schermer authorized Missouri Jack, LLC and Illinois
Jack, LLC to use cash collateral on a final basis, pursuant to each
Debtor's final budget.
The Court also authorized secured creditor, Jack in the Box Inc.
(JIB), to continue instituting Automated Clearing House withdrawals
from the Debtors' DIP accounts entitled General/AP Accounts at the
Bank of America for the actual amount of monthly rent, minimum
rent, royalties, and marketing fees due and owing under the
Franchise Agreements and Leases between the Debtors and JIB, up to
the amounts set forth in the final budgets and as further provided
in the final order.
Secured creditors -- JIB; Pegasus Missouri Ventures, LLC, as
assignee of City National Bank; Meadowbrook Meat Company, Inc., a
subsidiary of McLane Company, Inc.; and Trinity & Bowman Holdings,
LLC -- shall receive replacement liens in the cash collateral
generated from operations, to the extent that the Debtors' use
results in a decrease in the value of the Secured Parties' interest
in the cash collateral, with said replacement liens being granted
to the Secured Parties to the same extent and with the same
validity and priority as the Secured Parties' pre-petition liens,
subject to all rights, claims, and defenses of the Debtors and
their estates, including the right to contest or object to the
validity, priority, amount, and extent of the liens and claims of
the Secured Parties.
A copy of the final order is available for free at
https://bit.ly/3kh5Xt9 from PacerMonitor.com.
About Missouri Jack
Missouri Jack, LLC, and its affiliates Illinois Jack, LLC and
Conquest Foods, LLC, collectively own and operate 70 Jack in the
Box restaurants throughout Missouri and Illinois pursuant to
various franchise related agreements with Jack in the Box Inc., a
Delaware corporation, and its affiliated entities.
The Debtors filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code on February 16, 2021 (Bankr. E.D. Mo. Case
No. 21-40540). The petition was signed by Navid Sharafatian,
manager of TNH Partners, LLC, the sole manager of Missouri Jack and
Illinois Jack, and the sole managing member of Conquest.
Judge Barry S. Schermer oversees the cases.
Missouri Jack disclosed $10 million to $50 million in estimated
assets, and $1 million to $10 million in estimated liabilities.
NATIONAL FINANCIAL: Case Summary & 18 Unsecured Creditors
---------------------------------------------------------
Debtor: National Financial Holdings, Inc.
NFH Tennessee, LLC
NFH South Carolina, LLC
NFH Oregon, LLC
NFH New Mexico, LLC
NFH California, LLC
NFH Arizona, LLC
Finova, LLC
NFH Florida, LLC
Finova Financial
4521 PGA Boulevard, #226
Palm Beach Gardens, FL 33418
Case No.: 21-16989
Business Description: Founded in 2015 by a team of financial
services, Finova is a developer of digital
financial technologies.
Chapter 11 Petition Date: July 17, 2021
Court: United States Bankruptcy Court
Southern District of Florida
Judge: Hon. Erik P. Kimball
Debtor's Counsel: Craig I. Kelley, Esq.
KELLEY, FULTON & KAPLAN, P.L.
1665 Palm Beach Lakes Blvd
The Forum - Suite 1000
West Palm Beach, FL 33401
Tel: 561-491-1200
E-mail: craig@kelleylawoffice.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Derek Acree, chief legal officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 18 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/EPMO6QY/National_Financial_Holdings_Inc__flsbke-21-16989__0001.0.pdf?mcid=tGE4TAMA
NEOVIA LOGISTICS: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR
------------------------------------------------------------------
S&P Global Ratings revised its outlook on Neovia Logistics L.P. to
stable from negative and affirmed all of its ratings on the
company, including its 'CCC+' issuer credit rating.
S&P said, "The stable outlook reflects our expectation that
Neovia's credit metrics will remain mostly stable over the next
year despite our view that its capital structure is unsustainable
over the longer term.
"We now believe a downgrade over the next 12 months is less likely.
Neovia's operating results in 2020 and the first quarter of 2021
were mostly in line with our previous expectations as the strength
in the company's automotive-related and consumer goods businesses
helped offset its lower revenue from a recently completed
construction project. Neovia is largely exposed to the aftermarket
for automotive parts, which is generally more stable than the other
areas of the automotive market. We also believe the supply of
aftermarket parts is less sensitive to the current semiconductor
shortage affecting the vehicle manufacturing business. We
anticipate the company's operating results will likely benefit from
the economic reopening of the areas in which it operates,
specifically the U.S. and Europe, and from an increase in the
volume of miles driven. Therefore, we view a payment default or a
distressed exchange related to a business underperformance as
unlikely in the near term.
"We expect Neovia to benefit from the contributions from its new
contracts and recent acquisition. In 2020, the company completed
the construction of a new facility serving Schaeffler AG's
automotive aftermarket division. In recent years, Neovia recognized
revenue associated with the construction of this facility that was
largely pass-through in nature. However, following the completion
of its construction, we now expect the business associated with the
facility to be accretive to the company's earnings. In addition, we
expect Neovia's revenue and earnings to benefit from its
acquisition of Temmel Logistik Center (TLC), which closed in
January. Based in Austria, TLC provides logistics services
primarily to companies in the automotive sector. Therefore, we
forecast the company will increase its revenue by the
high-single-digit percent area in 2021 while its EBITDA margin
remains mostly stable at 12%-13%. We also believe the improvement
in Neovia's operating results will support its liquidity, which led
us to revise our liquidity assessment to adequate from less than
adequate.
"We forecast the company's credit metrics will remain largely
stable through 2022. We include Neovia's preferred equity, which we
view as debt-like due--in part--to the 15% payment-in-kind (PIK)
provision, in our calculation of its adjusted debt. Along with the
PIK interest portion of the company's second-lien term loan, we
expect this will contribute to an increase in its total debt over
our forecast period and partially offset the improvement in its
EBITDA. Therefore, we expect its debt leverage to remain mostly
stable through 2022 with debt to EBITDA in the 10x-11x range and
funds from operations (FFO) to debt in the 4%-5% range.
"The stable outlook on Neovia reflects our expectation that it will
benefit from continued demand for aftermarket automotive parts, as
well as broader economic growth across the regions in which it
operates. However, we continue to view the company's capital
structure as unsustainable over the longer term because its debt to
EBITDA will remain in the 10x-11x range through 2022 (including its
preferred equity, which we treat as debt in our calculations)."
S&P could lower its ratings on Neovia over the next 12 months if it
comes to believe it will miss a debt payment or undertake a
distressed exchange of its debt. This could occur if:
-- The company experiences significant contract attrition; or
-- It faces operating challenges associated with the
implementation of new contracts.
S&P said, "We could raise our ratings on Neovia over the next 12
months if we believe its debt to EBITDA will improve below 7x and
its FFO to debt improves to the high-single-digit percent area on a
sustained basis. We would also need to see meaningful positive free
operating cash flow on a sustained basis." This could occur if:
-- The company realizes a greater-than-expected earnings
contribution from its recent acquisitions;
-- The company expands its product offerings to include
higher-margin services; or
-- Its owners choose to convert their preferred equity into
common.
NORWICH DIOCESE: Hits Ch. 11 Bankruptcy Amid School Abuse Claims
----------------------------------------------------------------
Erica Moser and Joe Wojtas of The Day report that the Roman
Catholic Diocese of Norwich announced Thursday that it filed a
voluntary petition for bankruptcy and reorganization, calling it
"the most equitable way" to resolve more than 60 pending lawsuits
filed against the diocese alleging the rape and sexual abuse of
boys who attended the former Academy at Mount Saint John in Deep
River.
In a video posted to the diocese's website, Bishop Michael Cote
said this "is probably the most important news that I have had to
deliver in my 18 years as the shepherd of the Diocese of Norwich,"
and it was "only taken after two years of careful deliberation and
prayer."
This filing under Chapter 11 of the federal Bankruptcy Code puts
legal actions on hold, and Judge James T. Tancredi will hear
bankruptcy proceedings in the U.S. Bankruptcy Court for the
District of Connecticut in Hartford.
The court will set a deadline to file financial claims against the
diocese, and the diocese said it will negotiate in good faith to
reach settlements with abuse survivors and approved creditors.
"It's not good news for anyone," said Gail Howard, one of the
co-leaders of the Connecticut chapter of the Survivors Network of
those Abused by Priests, or SNAP. She said if there's a date after
which victims can't file, anyone older than 51 who is currently
excluded by the state's statute of limitations is out of luck even
if the state legislature eliminates the statute.
It is expected that early next year, the General Assembly again
will consider a bill that would create a window for victims of any
age to file a lawsuit. Several men in their late 50s and 60s in
southeastern Connecticut have told The Day they likely would file
lawsuits against the diocese, alleging they were sexually assaulted
as children by priests assigned to the diocese, if the statute of
limitations were repealed.
"This is going to be tremendously discouraging for the survivors
who have gone to the legislatures, who have petitioned their
legislators now for years, to get them some help, and these are
people who don't have a lot of money," Howard said.
About Norwich Diocese
The Diocese of Norwich is a Latin Church ecclesiastical territory
or diocese of the Catholic Church in Connecticut and a small part
of New York.
The Norwich Roman Catholic Diocesan Corporation sought Chapter 11
protection (Bankr. D. Conn. 2:21-bk-20687) on July 15, 2021. The
Debtor estimated $10 million to $50 million in assets against
liabilities of more than $50 million. The Hon. James J Tancredi is
the case judge. Robinson & Cole LLP, led by Patrick M. Birney, is
the Debtor's counsel.
OMNIQ CORP: To Deploy AI Machine Vision Systems at Israeli Seaport
------------------------------------------------------------------
OMNIQ Corp. has received an order to deploy its Q Shield, AI-based
machine vision solution at Port of Ashdod in Israel.
Port of Ashod is the largest Seaport in Israel with Annual Cargo
Tonnage of more than 20 million Tons.
Q Shield, OMNIQ's AI-based machine vision VRS solution uses
patented Neural Network algorithms that imitate human brains for
pattern and color recognition enabling smart and quick
decision-making. More than 17,000 OMNIQ AI-based machine vision
sensors are installed worldwide, including approximately 7,000 in
the U.S. Q Shield is founded on patented features like
identification of make and color, combined with superior accuracy
based on sophisticated algorithm and machine learning.
"The momentum continuous as we win more projects that require
accuracy and top performance. This order is a part of a
comprehensive plan by the State of Israel authorities to address
maritime trade needs, increase ship size and strengthen Israel's
economy," said Shai Lustgarten, CEO of OMNIQ. "In the field of
security, the core of the security system, which includes 15
servers and end accessories is designed and assembled in our
facilities integrated with our patented AI algorithm. The system
will include OMNIQ's external and internal sensors, VRS - Vehicle
Recognition System complexes, electronic fence and hacking alert
systems."
About omniQ Corp.
Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) --
http://www.omniq.com-- provides computerized and machine vision
image processing solutions that use patented and proprietary AI
technology to deliver data collection, real time surveillance and
monitoring for supply chain management, homeland security, public
safety, traffic & parking management and access control
applications. The technology and services provided by the Company
help clients move people, assets and data safely and securely
through airports, warehouses, schools, national borders, and many
other applications and environments.
Omniq Corp. reported a net loss attributable to common stockholders
of $11.31 million for the year ended Dec. 31, 2020, compared to a
net loss attributable to common stockholders of $5.31 million for
the year ended Dec. 31, 2019. As of March 31, 2021, the Company
had $38.21 million in total assets, $45.55 million in total
liabilities, and a total stockholders' deficit of $7.34 million.
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated March 31, 2021, citing that the Company has a deficit in
stockholders' equity, and has sustained recurring losses from
operations. This raises substantial doubt about the Company's
ability to continue as a going concern.
PETROTEQ ENERGY: To File Restated Financial Statements
------------------------------------------------------
The independent members of the Audit Committee (with Mr. Alex
Blyumkin abstaining) of the Board of Directors of Petroteq Energy
Inc., after discussion with the Company's chief financial officer,
concluded that:
1. the Company's previously-issued financial statements contained
in
the following periodic reports should no longer be relied upon:
(a) the Company's annual reports on Form 10-K for the
financial
years ended Aug. 31, 2019 and Aug. 31, 2020, originally
filed on Dec. 16, 2019 and Dec. 15, 2020, respectively;
(b) Amendment No. 1 to the Annual Report for the financial
year
ended Aug. 31, 2020, originally filed on Dec. 28, 2020;
and
(c) the Company's quarterly reports on Form 10-Q for the
periods ended May 31, 2019, Nov. 30, 2019, Feb. 29, 2020,
May 31, 2020, Nov. 30, 2020 and Feb. 28, 2021, originally
filed on Oct. 7, 2019, Jan. 21, 2020, June 3, 2020,
July 20, 2020, Jan. 19, 2021 and April 20, 2021; and
2. the Company's previously-issued unaudited condensed consolidated
financial statements for the three and six months ended Feb. 28,
2019 and 2018, contained in the following filings should no longer
be relied on:
(a) Company's registration statement on Form 10 under the
Securities Exchange Act of 1934, as amended, filed on May
22,
2019;
(b) Amendment No. 1 to the Registration Statement, filed on June
24, 2019; and
(c) Amendment No. 2 to the Registration Statement, filed on
July 5, 2019.
The Board of Directors has concurred with the conclusions of the
Audit Committee.
The Company had issued a secured promissory note dated Dec. 27,
2018 payable to Redline Capital Management S.A. in the principal
amount of $6,000,000, maturing 24 months following its date of
issue, and bearing interest at the rate of 10% per annum based on a
360-day year. The Company's obligations under the Note are
purportedly secured by collateral consisting of the Company's
right, title and interest in certain federal oil and gas leases
relating to the Company's Asphalt Ridge Project, pursuant to a
security agreement between the parties dated Dec. 27, 2018.
The Note had been issued pursuant to the terms of a settlement
agreement between the parties dated Dec. 27, 2018 which purported
to settle certain claims asserted by Redline against the Company.
Shortly following the Settlement Agreement, in early 2019, Mr. Alex
Blyumkin, the Company's executive chairman, has indicated he
undertook an internal review of the claims made by Redline and
concluded that the Settlement Agreement, the Note and the Security
Agreement are void and unenforceable, and that they did not have to
be disclosed to the Board of Directors or to the Company's chief
financial officer. Mr. Blyumkin has indicated he verbally advised
Redline that the Company now considered the Settlement Agreement,
and therefore the Note and the Security Agreement, to be void and
unenforceable. However, no action was taken to document this
position. Since maturity of the Note, on Dec. 27, 2020, Redline has
not filed any legal action to enforce payment of the Note.
In response to a request from Staff at the Securities and Exchange
Commission, Mr. Blyumkin determined that it was appropriate to
raise the Settlement Agreement, the Note and the Security Agreement
for consideration by the Company's chief financial officer and the
Audit Committee, and, in particular, to review his conclusion that
they did not have to be disclosed in the Financial Statements. The
Audit Committee has determined that, notwithstanding the results of
the internal review of Redline's claims undertaken by Mr. Blyumkin
in early 2019, the Settlement Agreement, the Note and the Security
Agreement should have been disclosed, and that the obligations
referenced in the Note should have been disclosed in the Financial
Statements regardless of the Company's position of their validity
and enforceability.
The Company intends to file restatements of its Periodic Financial
Statements, and to amend and restate other disclosure in the
affected periodic reports as appropriate. The restatements may
have an impact on the Company's losses previously disclosed in the
Periodic Financial Statements, and related disclosures and
Management's Discussion, and Analysis of Financial Condition and
Results of Operations. In that connection, the Audit Committee
intends to engage legal counsel to undertake a review of the
Settlement Agreement, the Note and the Security Agreement with the
view to determining whether they are enforceable (and, in
particular, whether the Security Agreement has properly charged the
Company's right, title and interest in the Oil and Gas Leases as
personal property, and whether any security interests purportedly
granted pursuant to the Security Agreement have been perfected
under applicable law), and whether the related liability should be
classified as an actual or contingent liability.
The Company will be unable to file its quarterly report on Form
10-Q (and related certifications) for the period ended May 31, 2021
until it has completed the planned restatements of the Periodic
Financial Statements, which is anticipated to take several weeks --
well beyond the extended filing deadline of July 20, 2021
prescribed by Exchange Act Rule 12b-25(b)(2)(ii), and the filing
deadline of July 30, 2021 prescribed under Canadian National
Instrument 51-102 - Continuous Disclosure Obligations.
Management is assessing the effect of the restatements on the
Company's internal control over financial reporting and its
disclosure controls and procedures. The Company expects to report
one or more material weaknesses following completion of its
investigation of the cause of these restatements. A material
weakness is a deficiency, or a combination of deficiencies, in
internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of a company's
annual or interim financial statements will not be prevented or
detected on a timely basis. The existence of one or more material
weaknesses precludes a conclusion by management that a company's
disclosure controls and procedures and internal control over
financial reporting are effective . In addition, the Audit
Committee, the Board of Directors, and management have begun
evaluating appropriate remediation actions. The Company's
remediation plans and changes to internal control over financial
reporting will be disclosed in its future periodic filings.
Delays Filing of Documents with Ontario Commission
The Company will inform staff of the Ontario Securities Commission
about its anticipated delay in filing the Documents and will be
applying to the Ontario Securities Commission pursuant to Part 4 of
National Policy 12-203
Management Cease Trade Orders ("NP 12-203") for a Management Cease
Trade Order ("MCTO") pending the filing of the Documents,
which MCTO will prohibit the Company's management from trading
in the securities of the Company until such time as the Documents
are filed. No decision has yet been made by the Ontario
Securities Commission on this application. The Ontario Securities
Commission may grant the application and issue the Management
Cease Trade Order or it may impose an issuer cease trade order if
the Documents are not filed by July 30, 2021. The Company will
comply with the alternative information guidelines set out in
Section 9 of NP 12-203 and will file bi-weekly default status
reports in the form of press releases. The Company anticipates to
file the Documents on or about Sept. 10, 2021.
If a MCTO is issued, during the period of default and until filing
of the Documents, the Company intends to satisfy the provisions
of the "alternative information guidelines" as set out in NP
12-203, including the requirement to file bi-weekly status
reports in the form of press releases containing prescribed
updating information. There can be no assurance that a MCTO will
be issued. Until the Company has filed the Documents,
members of the Company's management and other insiders are
subject to an insider trading black-out as per its internal
Insider Trading and Reporting Policy. The Company confirms
that, other than as disclosed in prior press releases and material
change reports, there have been no material business
developments since the filing with the CSA on April 20, 2021 of the
Company's latest quarterly report on Form 10-Q for the period
ended Feb. 28, 2021.
The Company is not currently subject to any insolvency proceedings.
If the Company provides any information to any of its creditors
during the period in which it is in default of filing the
Documents, the Company confirms that it will also file material
change reports on SEDAR containing such information as is required,
and that it will file current reports with the SEC on Form 8-K as
appropriate.
About Petroteq Energy Inc.
Petroteq -- www.Petroteq.energy -- is a clean technology company
focused on the development, implementation and licensing of a
patented, environmentally safe and sustainable technology for the
extraction and reclamation of heavy oil and bitumen from oil sands
and mineable oil deposits. Petroteq is currently focused on
developing its oil sands resources at Asphalt Ridge and upgrading
production capacity at its heavy oil extraction facility located
near Vernal, Utah.
Petroteq reported a net loss and comprehensive loss of $12.38
million for the year ended Aug. 30, 2020, compared to a net loss
and comprehensive loss of $15.78 million for the year ended Aug.
31, 2019.
Vancouver, British Columbia, Canada-based Hay & Watson, the
Company's auditor since 2012, issued a "going concern"
qualification in its report dated Dec. 15, 2020, citing that the
Company has had recurring losses from operations and has a net
capital deficiency, which raises substantial doubt about its
ability to continue as a going concern.
POGO ENERGY: Gets Interim Access to Cash Thru October 1
-------------------------------------------------------
Judge Michelle V. Larson authorized Pogo Energy, LLC to use cash
collateral, on an interim basis, as set forth in the approved
budget until the earlier of:
(i) October 1, 2021 or
(ii) an event of default, and the event of default remains
uncured for more than five business days following the delivery of
written notice of default from Luminant Energy Company LLC.
Luminant is entitled to adequate protection of its interests in the
Prepetition Collateral for the amount of the aggregate Diminution
in Value of Luminant's interests in the Prepetition Collateral from
and after the Petition Date.
As adequate protection to Luminant:
a. Luminant is granted a valid, binding, continuing,
enforceable, fully-perfected first priority lien on, and security
interest, subject to the Carve Out, in all Prepetition Collateral
and all other tangible and intangible prepetition and postpetition
property in which the Debtor has an interest;
b. Luminant is also granted superpriority claims pursuant to
Section 507(b) of the Bankruptcy Code, subject to the Carve Out,
with priority in payment over all unsecured claims and
administrative expense claims against the Debtor. No cost or
expense of administration shall be senior to, or pari passu with,
the Superpriority Claim granted to Luminant;
c. The Debtor shall continue to maintain and insure the
Prepetition Collateral in the ordinary course of business in
accordance with the Debtor's prepetition practices;
d. The Debtor shall, unless approved by Luminant in writing in
its sole discretion, maintain in place all current hedge positions
and implement additional hedging as is necessary and customary for
the Debtor's anticipated energy requirements taking into
consideration all relevant factors, including seasonality, and
Luminant shall accordingly continue to provide hedging, sleeving
and credit facility services as required under the Energy Services
Agreements, subject to payment by the Debtor of all applicable fees
under the Energy Services Agreements.
Luminant shall have the right to credit bid all or any portion of
its claims in connection with a sale of the Debtor's assets,
whether the sale is effectuated under Section 363 of the Bankruptcy
Code, under a Chapter 11 plan of reorganization for the Debtor, by
a Chapter 7 trustee under Section 725 of the Bankruptcy Code, or
otherwise. Luminant shall be deemed a qualified bidder in
connection with any such sale.
The Debtor's obligations to Luminant, and the liens, security
interests, and superpriority claims granted under the Energy
Services Agreements, including, the Prepetition Liens, the
Superpriority Claim, the Adequate Protection Liens, and the
Adequate Protection Claim, shall be subject in all respects and
subordinate to the Carve Out.
The Carve Out consists of:
* all fees required to be paid to the Clerk of the Court and to
the Office of the United States Trustee, plus interest at the
statutory rate;
* all reasonable fees and expenses up to $25,000 incurred by a
trustee under Section 726(b) of the Bankruptcy Code;
* to the extent allowed at any time, all unpaid fees and
expenses of the Professional Persons, up to the budgeted amounts,
incurred by persons or firms retained by the Debtor and the
Committee (if any) at any time before or on the date of delivery by
Luminant of a Carve Out Trigger Notice; and
* allowed Professional Fees of Professional Persons of up to
$50,000 incurred following delivery the Termination Declaration
Date, to the extent allowed at any time, provided, that under no
circumstances shall any success, completion, or similar fees be
payable from the Carve Out following delivery of a Carve Out
Trigger Notice.
A copy of the interim order is available for free at
https://bit.ly/3xBzQIF from PacerMonitor.com.
The final hearing on the motion is scheduled for July 28, 2021, at
2 p.m. (Prevailing Central Time). Objections must be filed and
served no later than July 23 at 4 p.m. (Prevailing Central Time).
Counsel for Luminant Energy Company LLC:
Michael A. Rosenthal, Esq.
Michael L. Raiff, Esq.
Gibson, Dunn & Crutcher LLP
2001 Ross Avenue, Suite 2100
Dallas, TX 75201
Telephone: 214-698-3100
Email: mrosenthal@gibsondunn.com
mraiff@gibsondunn.com
- and -
Matthew G. Bouslog, Esq.
Gibson, Dunn & Crutcher LLP
3161 Michelson Drive
Irvine, CA 92612
Telephone: 949-451-3800
Facsimile: 949-451-4220
Email: mbouslog@gibsondunn.com
About Pogo Energy
Pogo Energy -- https://pogoenergy.com -- is a green energy provider
that offers prepaid electricity with no deposit required and
same-day electricity service in Texas.
Pogo Energy LLC sought Chapter 11 protection (Bankr. N.D. Tex. Case
No. 21-31224) on July 1, 2021. In its petition, it listed assets
of no more than $10 million and liabilities of as much as $50
million. The case is handled by Honorable Judge Michelle V.
Larson. Rachael L. Smiley, of Ferguson Braswell Fraser Kubasta PC,
is the Debtors' counsel.
PRESBYTERIAN RETIREMENT: Fitch Affirms 'BB' IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB' Issuer Default Rating (IDR) to
Presbyterian Retirement Communities Northwest Obligated Group
(PRCN; d/b/a/ Transforming Age [TA]). In addition, Fitch has
affirmed the 'BB' ratings on the series 2013, 2015, 2016A, 2016B,
2019A, 2019B, and 2019C revenue bonds issued by the Washington
State Housing Finance Commission on behalf of TA.
The Rating Outlook is Stable.
SECURITY
The bonds are secured by the obligated group's (OG) gross revenues,
a mortgage on the OG's facilities and debt service reserve funds.
ANALYTICAL CONCLUSION
The 'BB' rating reflects TA's robust historical census levels,
adequate operations and liquidity position, and its high leverage
position and execution risks associated with its ongoing
independent living unit (ILU) expansion project. TA's expansion
project entails building a new 21-story tower (Olympic Tower) with
77 new ILUs at its Skyline campus. The project is expected to be
accretive to TA's financial and operating profiles, with solid
increase in top-line revenues and total cash flow levels and an
initial entrance fee pool of approximately $100 million.
TA's initial entrance fees are expected to be used to pay down
temporary debt ($51 million) associated with the project and
significantly boost its unrestricted reserves. The Stable Outlook
reflects Fitch's expectation that TA has enough financial cushion
at its current rating level to absorb lingering pandemic pressures
and that it will successfully execute and fill its Olympic Tower
expansion project on-time and on budget.
KEY RATING DRIVERS
Revenue Defensibility: 'bbb'
Strong Historical Demand; Lingering Pandemic Pressures
TA's revenue defensibility is assessed at 'bbb', reflecting its
strong historical ILU census levels, coupled with lingering
pandemic pressures that have softened census across all service
lines and limited depositors for its upcoming Olympic Tower
expansion project. Over the last five fiscal years, TA averaged a
strong 95% in its ILUs, 94% in its assisted living units (ALUs),
90% in its memory care units (MCUs), and 85% in its skilled nursing
facility (SNF) beds.
At the six-month interim period (ending Mar. 31, 2021), TA averaged
91% in its ILUs, 92% in its ALUs, 94% in its MCUs, and 83% in its
SNF. Additionally, in April 2021, TA had approximately 55% of its
new expansion project ILUs pre-solid, which is a modest decline
from the 74% it had in May 2020 reflecting ongoing pandemic
disruptions.
Operating Risk: 'bbb'
Adequate Operations; Expected to Improve
TA's operating risk is assessed at 'bbb' reflecting its adequate
operations in recent years, which are expected to improve following
completion of its expansion project, its manageable capital needs,
and its high debt burden. TA's operational performance has remained
consistent, albeit thin, in recent years as evidenced by its 113.6%
operating ratio and 0.7% net operating margin (NOM). However, TA's
net entrance fee receipts and overall cash flow levels have been
strong as evidenced by its 26.9% NOM-adjusted (NOMA) in fiscal
2020.
Overall, TA's operational performance remains adequate for a
primarily Type-A provider, and Fitch expects TA's key metrics to
improve significantly following completion and stabilization of its
ILU expansion project.
Financial Profile: 'bb'
Financial Profile Expected to Improve
TA's solid demand, strong entrance fee receipts and reimbursement
for previous capex from the series 2019 bond proceeds have driven
steady improvement in its cash reserves in recent years. At the
six-month interim period, TA had approximately $49.4 million in
unrestricted cash and investments, which translates into 328 days
cash on hand (DCOH), 21.2% cash to adjusted debt, and 3.3x cushion
ratio.
TA's unrestricted reserves and key leverage metrics are expected to
significantly improve over the medium-term following completion and
fill of its new ILUs, which will boost total cash flow levels and
have approximately $100 million in initial entrance fees that will
be used to pay down temporary debt ($51 million) and grow its
unrestricted reserves ($49 million).
ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS
No asymmetric risk factors impacted the outstanding ratings.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Successful completion and fill of its ILU expansion project,
pay down of its temporary debt, and improvement in its key
financial metrics such that cash to adjusted debt and coverage
levels are above 40% and 1.5x, respectively;
-- Improvement and maintenance of its ILU census consistently
above 95% that results in revenue defensibility assessment
increasing to 'a'.
Factor that could, individually or collectively, lead to negative
rating action/downgrade:
-- Any project execution issues such as construction delays,
fill-up delays, cost overruns or service disruptions.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Sovereigns, Public Finance
and Infrastructure 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 three 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.
CREDIT PROFILE
In October 2016, PRCN was renamed TA to better reflect the
organization's mission and values, and plan to expand its
geographic reach, and offer more senior housing options beyond the
Pacific Northwest. The PRCN OG now does business as TA Seattle OG.
The OG includes TA and three senior living facilities - Park Shore,
Skyline and Fred Lind Manor, all located in the Seattle
metropolitan area.
Park Shore is a Type B life plan community (LPC) located in the
Madison Park neighborhood in Seattle on Lake Washington. Park Shore
was built in 1963 and currently has 104 ILUs, 28 ALUs and a 22-bed
SNF. Skyline is mostly a Type A LPC located in downtown Seattle and
includes 198 ILUs, 48 ALUs, 28 memory care units and a 34-bed SNF.
Fred Lind Manor affiliated with PCRN in October 2014 and is an
82-unit senior rental community located in the Capitol Hill
neighborhood of Seattle.
Beginning in fiscal 2019, Fred Lind Manor re-categorized its units
to assisted living to better reflect the acuity level of its
residents. PRCN used to own another facility, Exeter House, that it
sold in May 2016, and residents there were transferred to Fred Lind
Manor.
In August 2019, TA formed a new not-for-profit corporation,
Transforming Age, Inc., for the future purpose of serving as the
parent organization of the entire system. The TA board of directors
serves as the board of directors for this newly formed corporation.
Once Transforming Age, Inc. becomes a tax-exempt organization, TA
plans to make Transforming Age, Inc. the sole member of all its
affiliates including the OG members.
To capitalize the new parent entity, management plans to transfer
about $16 million in cash and net assets over the next few years
from the OG. The 'BB' affirmation reflects the anticipated
corporate restructuring and transfers outside the OG. Additionally,
it was anticipated that management staff would be transferred to
Transforming Age, Inc. effective Jan. 1, 2021; however, the timing
was delayed due to the IRS's delays in processing tax exemptions
applications. This will result in more predictable corporate
overhead expenses from management fees and other general and
administrative costs. Transforming Age, Inc. will not be a member
of the OG.
Operations outside of the OG have accelerated and include a
for-profit senior living consulting company; Presbyterian
Retirement Communities Northwest Foundation; Minnesota Senior
Living, which is a senior housing and care provider that owns and
operates seven stand-alone properties throughout Minnesota; Vashon
Community Care, a senior living community located on Vashon Island,
WA; Eastmont Towers, a retirement community in Lincoln, NE; The
Gardens at Juanita Bay, a 48-unit assisted care facility in
Kirkland, WA; DASH, an affordable housing operator with 796 units
in King County, WA; Sustainable Housing for Ageless Generations
(SHAG), an affordable housing operator with more than 5,000 units
in WA; and Full Life Care, a provider of community-based elder care
services.
After a few prior contributions for the establishment of the
corporate office and disposal of Exeter House, management does not
have plans to financially support non-obligated affiliates beyond
the corporate restructuring mentioned above. In fiscal 2020, the TA
OG reported approximately $51.6 million in total operating
revenues.
REVENUE DEFENSIBILITY
TA has demonstrated strong demand indicators historically, which
Fitch attributes to its solid service area, successful operating
history, and favorable local reputation. Overall, in the past five
years TA has averaged a robust 95% in its ILUs, 94% in its ALUs,
90% in its MCUs, and 85% in its SNF beds. Additionally, TA
maintains solid waitlists of 229 for its Skyline campus, 378 for
its Park Shore campus, and 36 for its Fred Lind Manor campus.
However, TA has experienced softening across most of its service
lines over the last year due to pandemic-related pressures and
disruptions on its traditional marketing channels and service
area.
At the six-month interim period, TA's census levels softened to 91%
in its ILUs, 92% in its ALUs, 94% in its MCUs, and 83% in its SNF
beds. TA management has reported to Fitch that increased marketing
efforts and activity has occurred since March 2021, which is
expected to improve census levels across most service lines.
Overall, Fitch believes TA's demand indicators remain strong and
should support solid census across all service lines following
recovery from the pandemic.
TA operates three senior living campuses in and around the Seattle
area. While the three campuses are largely in the same geographic
area, Fitch views the diversification of revenues among the three
campuses positively, which supports its midrange revenue
defensibility assessment. Overall, Fitch believes TA operates in a
service area with favorable economic indicators, strong
demographics, and a moderate competitive environment. Despite some
competition, Fitch expects TA's diverse contract offerings,
attractive campuses, and favorable local reputation to support its
solid market position moving forward.
TA has a solid track record of annual increases in both its
entrance fees and monthly across all campuses. Over the past few
years, TA has increased its monthly service fees between 3%- 5%,
and its entrance fees between 3%-16%, reflecting the strong
historical local real estate market. With a wide range of unit and
contract offerings, most of TA's units remain in line with local
housing prices. However, its more expensive units remain higher
than median home values.
Additionally, the weighted average entrance fees for TA's new ILUs
are high at approximately $1.3 million and also remain higher than
the median home prices in TA's primary service area. However, the
median net worth and annual income levels of the current depositors
are well in excess of the amounts required for admission and
mitigate some concerns surrounding affordability. Regardless, Fitch
believes TA's higher priced units could experience affordability
issues in periods of economic or financial market stress which is
reflected in its midrange revenue defensibility assessment.
TA has steadily lost depositors for its new ILUs over the last
year, which Fitch attributes to ongoing pandemic-related
disruptions on TA's marketing channels and local service area. At
April 2021, TA had approximately 55% of its new ILUs pre-sold,
which has softened from its high of 74% at May 2020. While the
recent softening is a concern, and is reflected in its midrange
revenue defensibility assessment, Fitch believes TA's demand
indicators are strong, which should still position them to execute
on their expansion project.
Additionally, the large entrance fee pool and manageable amount of
temporary debt provide TA with some financial flexibility if
move-ins are below expectations. Furthermore, TA's existing cash
flow levels remain sufficient to support its elevated MADS as
evidenced by its average 1.2x MADS coverage over the past five
fiscal years. TA's solid historical demand indicators, strong cash
flow levels from existing operations, and the presence of a
guaranteed maximum price (GMP) contract helps mitigate concerns
over project execution risks, including a slower than anticipated
fill-up period.
OPERATING RISK
TA offers a variety of contract offerings across its three senior
living facilities. At its Skyline campus, TA offers a 80%
refundable, 50% refundable, and nonrefundable (traditional)
lifecare (Type-A) contract. Additionally, a 80% refundable, 50%
refundable, and traditional modified (Type-B) contract is available
to Skyline residents as well. A majority of TA's Skyline campus
residents have chosen one of the refundable lifecare contracts.
At its Park Shore campus, TA offers 90% refundable, 50% refundable,
and traditional modified contracts. Park Shore's modified contracts
come with 30 free days in its health center. Each of TA's lifecare
and modified contracts have upfront entrance fees and ongoing
monthly fees. At its Fred Lind Manor campus, only rental contracts
are offered.
Over the past three fiscal years, TA has averaged 110.9% operating
ratio, 2% NOM, and 25.8% NOMA.TA's core operational metrics have
been weak historically, which is largely attributed to its exposure
to Type-A contracts as lifecare (Type-A) facilities typically
operate with weaker core operations due to the associated
healthcare costs. These weaker operations have made TA somewhat
reliant on IL turnover and net entrance fee receipts, which have
been very strong in recent years.
Fitch expects TA's robust net entrance fee receipts to continue to
supplement weaker operations given the structure of its contracts.
Additionally, TA's expansion project is expected to be accretive to
its financial profile, with enhanced top-line revenues and overall
cash flow levels that should translate into improved operational
metrics following project completion and stabilization.
However, TA has seen a large reduction in performance and overall
cash flow levels at the six-month interim period as evidenced by
its 124.9% operating ratio, negative 10.3% NOM, and negative 48.2%
NOMA. TA's very weak NOMA reflects its negative $5.5 million in net
entrance fees as refunds outpaced move-ins following pandemic
related disruptions to TA's traditional marketing channels.
Given its reliance on entrance fees to support weaker operations,
an inability to improve ILU census, move-ins, and net entrance fee
receipts by fiscal year end may put TA as risk of breaching its
debt service coverage covenant which would be a credit negative.
However, TA management has reported increased sales and lead
activity following March 2021 as restrictions continue to get
lifted from its campus and traditional marketing channels return.
Additionally, TA has implemented various enhanced marketing efforts
to improve ILU census and move-ins in 3Q and 4Q of fiscal 2021.
Overall, Fitch believes TA's strong demand indicators and enhanced
marketing levels will boost sales and total cash flow levels in the
second half of fiscal 2021 and improve its operational and coverage
metrics.
TA's capex levels have been elevated in recent years reflecting its
strategic capital outlays, including its Olympic Tower expansion
project. Over the last five fiscal years, capex has averaged 215%
of depreciation, which has translated into a strong 8.5 years
average age of plant in fiscal 2020. TA's large capital expansion
project is underway and entails building a new 21-story tower
(Olympic Tower) at its Skyline campus that will include 77 new
ILUs. The project is largely on time and under budget. Project
construction is expected to be completed by September 2021 and
initial occupancy is to begin in October 2021.
The project is expected to cost approximately $114 million and will
be funded entirely by the series 2019 bond proceeds. Project costs
include a $4.8 million contingency fund and a GMP contract, which
includes a contractor contingency and a liquidity damages
provision. Additionally, TA is using a reputable owner's
representative to monitor construction progress. Concerns
surrounding construction risk of the project are partially
mitigated by the presence of the GMP, contingency fund and
construction monitor.
The project is expected to generate approximately $100 million in
initial entrance fees. Fitch believes TA's capital needs are
manageable following completion of its expansion project and
expects routine capex levels to be under 100% of depreciation
moving forward. TA currently has no additional debt plans and
routine capex will be funded by operating cash flow.
Overall, TA's debt burden remains elevated as evidenced by its MADS
equating to a high 29.9% of fiscal 2020 revenues. Additionally,
debt to net available and revenue only coverage measured a weak
20.3x and 0x in fiscal 2020. Fitch expects TA's debt burden to
remain elevated over the near term through construction of its
capital project. However, Fitch expects TA's debt burden to
moderate significantly over the medium-term following completion
and fill of its new ILUs, which will enhance its revenue base and
overall cash flow levels.
FINANCIAL PROFILE
At the six-month interim period, TA had approximately $49.4 million
in unrestricted reserves, which translates into 328 DCOH, 21.2%
cash to adjusted debt, and 3.3x cushion ratio. Fitch's calculation
of TA's cash to adjusted debt includes approximately $15.5 million
in DSRFs. Overall, TA's key leverage metrics remain a bit light for
its current rating level, but are expected to improve significantly
following project completion and stabilization as the new project
will generate approximately $100 million in initial entrance fees
that will be used to pay down $51 million in temporary debt and
boost its liquidity position.
Additionally, TA's MADS coverage has been solid in recent years as
evidenced by its average 1.2x coverage over the last five fiscal
years. TA's ability to cover its elevated MADS without the
inclusion of the additional revenues from its new ILUs is viewed
favorably and mitigates some concerns with a slower than
anticipated fill up of its project. Overall, Fitch expects TA's
financial profile to significantly improve over the next few years
if it successfully executes on its ILU expansion project.
Therefore, if TA successfully executes on its expansion project and
improves its key leverage, coverage, and operational metrics near
Fitch's expectation, there could be upward rating movement.
Fitch believes TA's solid historical demand and expected
improvement in its operations and liquidity position from its new
ILUs provides enough financial flexibility to absorb a stressed
scenario. Fitch's stressed scenario includes both an investment
portfolio and cash flow stress that are in line with current
economic conditions and expectations. TA's investment portfolio
stress was somewhat high given approximately 72% of its portfolio
is in equities or hedge funds. Fitch expects that TA's capex levels
remain elevated over the next year due to ongoing costs of its
expansion project, which will be entirely funded by its remaining
series 2019 bond proceeds.
Fitch expects TA's routine capex levels following project
completion to be below 100% of depreciation. Fitch also assumes
that TA transfers approximately $15 million from the OG over the
next two years to fund its separate parent corporation.
Additionally, Fitch expects TA to successfully execute its ILU
expansion project that will generate $100 million in initial
entrance fees and will produce revenue growth that exceeds expense
growth over the next five years. Under these assumptions, TA
demonstrates the ability to successfully improve its key leverage
metrics over the next five years despite a stress on its revenues
and investment earnings.
ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS
No asymmetric risk factors impacted the outstanding ratings.
Debt Profile
As of Sept. 20, 2020, TA had approximately $303 million in
outstanding debt, which primarily consists of $51 million in
short-term temporary debt and $232 million in long-term bonds. TA's
$51 million in short-term bonds are expected to be paid down by
2023 from initial entrance fees generated from its ILU expansion
project. While pre-sales have lagged initial expectations, they
currently remain sufficient to pay down all TA's temporary debt.
All of TA's long-term bonds are fixed rate and have a final
maturity of 2055.
Additionally, TA has approximately $9 million in bank loans,
capital leases, and revolving bank notes. TA has no exposure to a
defined benefit pension plan or derivative instruments; however, TA
had an approximately $7.4 million future service obligation (FSO)
at fiscal 2020. TA management expects its FSO to be eliminated once
its new ILUs are completed/filled and their additional revenues get
included in its next FSO calculation.
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.
PUERTO RICO ELECTRIC: Brigade Capital Cuts Debt by $200 Million
---------------------------------------------------------------
Michelle Kaske of Bloomberg News reports that Brigade Capital
Management reduced its investment in debt tied to Puerto Rico's
central government and its electric utility by about $200 million,
according to court documents filed in the commonwealth's record
bankruptcy.
Brigade, as of July 12, held $29.8 million of Puerto Rico general
obligations and bonds sold by the island’s government-owned
Electric Power Authority, according to the court documents posted
Thursday. That’s down from when the firm held $231.2 million on
April 13, including a $70 million fuel-line obligation from the
electric utility, called Prepa.
About Puerto Rico
Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70 billion,
a 68% debt-to-GDP ratio and negative economic growth in nine of the
last 10 years.
The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.
The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III of
2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ('PROMESA').
The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21, 2017. On July 2, 2017, a Title III case was commenced for
the Puerto Rico Electric Power Authority ("PREPA").
U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases. The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that may
be referred to her by Judge Swain, including discovery disputes,
and management of other pretrial proceedings.
Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.
The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets, as municipal investment
banker, and Ernst & Young, as financial advisor.
Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at
O'Neill & Borges are on-board as attorneys.
McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets Inc.
is the Board's municipal investment banker.
Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at
https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions
LLC is the service agent for ERS, HTA, and PREPA.
O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.
The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and chair of a committee to review professionals' fees.
RLCH INC: Sept. 10 Bankruptcy Auction for Barclay Tower
-------------------------------------------------------
A&G Real Estate Partners is now accepting bids from developers or
investors for Barclay Tower, a newly-constructed, 23-unit
residential building in this densely populated section of Queens.
Designed and built to be marketed as a condominium, but currently
vacant, the site is being offered through a bankruptcy auction
scheduled for September 14, with bids due on
September 10.
Located at 144-69 Barclay Ave., between Parsons Boulevard and 147th
Street, the seven-story building is steps from downtown Flushing.
The site is also two blocks from the Long Island Railroad's Murray
Hill station, providing an approximate 20-minute commute into
Manhattan.
Barclay Tower offers a mix of five one-bedroom units, 17
two-bedroom units and one three-bedroom unit, ranging from 670
square feet to 1,370 square feet (building-wide average of 881
square feet). All two-bedroom units include two bathrooms, and all
but two of the units have balconies averaging 50 square feet. All
of the units are completed.
The elevated building features a virtual doorman as well as a large
rooftop outdoor space providing sweeping views of the surrounding
area. The site also includes 17 parking spaces.
"This auction presents an excellent opportunity for buyers to
capitalize on Queens' booming residential market," said Jeff
Hubbard, Senior Managing Director, Real Estate Sales at the
Melville, N.Y.-based A&G. "With such a limited amount of new
construction inventory available in the area, the process of
acquiring Barclay Tower at auction, securing approval of the
condominium plan and selling the units offers an investor or
developer an expedited way to bring new product to market. Buyers
also have the option of marketing the building as a rental
property."
According to The Elliman Report, first quarter 2021 sales volume of
all condos in Flushing rose 20% over the fourth quarter of 2020.
The median sales price of newly constructed condos in Flushing was
$1,158 per square foot, the Report added. Barclay Tower's immediate
market is home to 147,163 people within a one-mile radius. The site
is within close proximity to such attractions as the Queens
Botanical Garden, Queens Zoo and Citi Field, and offers easy access
to several major highways.
Hubbard noted that the property will be sold subject to the
approval of the U.S. Bankruptcy Court, Eastern District of New York
(Case No. 20-43052).
To obtain a copy of the Confidentiality Agreement, schedule an
appointment to view the property, or receive additional information
about Barclay Tower, contact Hubbard, jhubbard@agrep.com or A&G
Senior Managing Director Jamie Cote, jcote@agrep.com, or A&G
Co-President Emilio Amendola, emilio@agrep.com
For additional information on the property, visit:
https://barclaytowerauction.com/
About A&G Real Estate Partners
A&G -- http://www.agrep.com/-- is a team of seasoned commercial
real estate professionals and subject matter experts that delivers
strategies designed to yield the highest possible value for
clients' real estate. Key areas of expertise include occupancy cost
reductions, lease terminations, dispositions, real estate sales,
real estate due diligence, valuations, acquisitions, and
facilitation of growth opportunities. Utilizing its marketing
knowledge, reputation and advanced technology, A&G has advised the
nation's most prominent retailers and corporations in both healthy
and distressed situations. The firm's team has achieved
rent-reduction and occupancy-cost savings approaching $8 billion on
behalf of clients in every real estate sector, while selling more
than $12 billion of non-core properties and leases. Founded in
2012, A&G is headquartered in Melville, N.Y.
About RLCH Inc.
RLCH Inc. is a Flushing, N.Y.-based company engaged in activities
related to real estate. It owns real property and building located
at 144-69 Barclay Ave.
RLCH sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. E.D.N.Y. Case No. 20-43052) on Aug. 24, 2020. RLCH
president Lisa Lam signed the petition. In the petition, the Debtor
disclosed total assets of up to $50 million and total liabilities
of up to $10 million.
Judge Robert E. Grossman presides over the case.
The Debtor tapped Herrick, Feinstein, LLP as its legal counsel and
Daniel Scouler of Scouler Kirchhein, LLC as its chief restructuring
officer.
ROMANS HOUSE: DIP Loan, Cash Collateral Access OK'd
---------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, has authorized Michael A. McConnell, the chapter 11
trustee of Romans House, LLC and Healthcore System Management, LLC
to, among other things, use cash collateral on an interim basis and
obtain post-petition financing.
The Trustee is authorized to immediately borrow and incur the
Postpetition Loans in an aggregate principal amount not to exceed
$230,000, with the balance of the Postpetition Financing Facility
of up to $270,000 to be made available to the Trustee to on behalf
of the Debtors incur and borrow as additional Postpetition Loans
following entry of the Final Order and subject to the terms and
conditions of such Final Order, the Approved Budget then in effect,
and the other Postpetition Loan Documents.
As adequate protection for the Debtor's cash collateral, Pender
West Credit 1 REIT, L.L.C. and Pender Capital Asset Based Lending
Fund I, LP and Pender ABL I Holdings UBI, LLC, each as transferees
of and successor in interest to Original Prepetition Lender, are
granted additional and replacement continuing valid, binding,
enforceable, non-avoidable, and automatically perfected
post-petition security interests in and liens on the Debtors'
assets.
The Adequate Protection Liens will be junior only to: (i) the Carve
Out; and (ii) Priority Liens (other than the Prepetition Liens).
The Adequate Protection Liens will otherwise be senior to all other
security interests in, liens on, or claims against any of the
Adequate Protection Collateral.
As further adequate protection against any Diminution in Value of
the interests of the Prepetition Lenders in the Prepetition
Collateral, the Prepetition Lenders are each granted as and to the
extent provided by sections 503(b) and 507(b) of the Bankruptcy
Code an allowed super priority administrative expense claim in each
of the Chapter 11 Cases and any Successor Case.
Except for the Carve Out, the Adequate Protection Superpriority
Claims will have priority over all administrative expense claims
and unsecured claims against the Debtors or their estates, now
existing or hereafter arising, of any kind or nature.
The Prepetition Lenders also agree to defer any requirement that
Healthcore make use and occupancy payments to the Current Lender
for the land and improvements thereon commonly known as 4607 E.
California Parkway, Fort Worth, Texas, and consisting of an
assisted living facility operating under the name "Vincent Victoria
Village Assisted Living" for the duration of the Specified Period,
but reserve in full the rights of the Prepetition Lenders to
require future use and occupancy payments from Healthcore.
A final hearing on the matter is scheduled for July 29, 2021 at 10
a.m. via Webex.
A copy of the order and the Debtor's budget for July to August is
available at https://bit.ly/3z4zmuX from PacerMonitor.com.
The Debtor projects $161,161 in total income and $186,360.39 in
total expenses for July.
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.
Pender Capital Asset Based Lending Fund I, LP, as lender is
represented by Ross and Smith, P.C.
ROUMELCO PROPERTIES: Gets OK to Hire M. Ellen Davis as Attorney
---------------------------------------------------------------
Roumelco Properties, LLC received approval from the U.S. Bankruptcy
Court for the Western District of North Carolina to employ M. Ellen
Davis, Esq., an attorney practicing in Andrews, N.C.
The services to be provided by the attorney include:
a. giving legal advice to the Debtor with respect to its powers
and duties in the continued operation of its business and
management of its property;
b. preparing legal papers; and
c. performing all other legal services which may be necessary in
the Debtor's Chapter 11 proceedings.
The Debtor will pay the attorney on an hourly basis and reimburse
for out-of-pocket expenses incurred.
As disclosed in court filings, M. Ellen Davis is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The attorney can be reached at:
M. Ellen Davis, Esq.
100 Chestnut Street
P.O. Drawer 1269
Andrews, NC 28901
Tel: (828) 321-6047
About Roumelco Properties
Roumelco Properties, LLC, owner of the Nantahala Village Resort,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
W.D.N.C. Case No. 21-20000) on Jan. 5, 2021. In the petition signed
by Constantine Roumel, sole member, the Debtor disclosed between $1
million and $10 million in both assets and liabilities.
Judge George R. Hodges oversees the Debtor's Chapter 11 case.
James David Nave, Esq., is the Subchapter V trustee appointed in
the case.
Edward Hay, Esq., at Pitts, Hay, Hugenschmidt, and M. Ellen Davis,
Esq., serve as the Debtor's legal counsel.
SELECT DISTRIBUTORS: Wins Cash Collateral Access
------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan,
Southern Division, has authorized Select Distributors, LLC to use
cash collateral and provide adequate protection.
The Debtor requires the use of the Cash Collateral for the
maintenance and preservation of its assets, and for the operation
of its business and the payment of business expenses in the
ordinary course.
The Debtor is authorized to use Cash Collateral and grant adequate
protection in accordance with the revised Budget filed July 12,
2021 , with a 10% variance in line item.
The amount of Cash Collateral necessary that the Debtor requires is
is $367,415 and the Debtor's authorized use of Cash Collateral is
limited to that amount prior to the entry of a final order unless
ordered otherwise.
As adequate protection for the Debtor's use of cash collateral, the
Lender and any other secured creditors are granted replacement
liens in all types and descriptions of collateral that were secured
by the applicable prepetition loan documents, which are created,
acquired, or arise after the Petition Date.
After the Petition Date, the Lender inadvertently debited the
Debtor's pre-petition bank account for the regular monthly payment
under the Debtor's line of credit with Lender. The Lender will
retain the post-petition payment as additional adequate protection
and until further order of the Court, the Lender must not deduct
any funds from the Debtor's pre- or post-petition bank accounts.
The final hearing on the matter is scheduled for July 28 at 11
a.m.
A copy of the order is available at https://bit.ly/3xGvr7l from
PacerMonitor.com.
About Select Distributors, LLC
Select Distributors, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 21-45689) on July
6, 2021. In the petition signed by Noor Kestou, authorized
representative, the Debtor disclosed up to $50,000 in assets and up
to $100,000 in liabilities.
Judge Thomas H. Tucker oversees the case.
John J. Stockdale, Jr, Esq. at Schafer and Weiner, PLLC is the
Debtor's counsel.
SILVERSIDE SENIOR: Gets OK to Hire Strobl Sharp as Legal Counsel
----------------------------------------------------------------
Silverside Senior Living, LLC and Graceway South Haven, LLC
received approval from the U.S. Bankruptcy Court for the Eastern
District of Michigan to employ Strobl Sharp, PLLC to serve as legal
counsel in their Chapter 11 cases.
The firm's services include:
(a) advising the Debtors with respect to their powers and duties
in the continued management and operation of their business;
(b) attending meetings and negotiating with representatives of
creditors and other parties in interest;
(c) taking all necessary actions to protect and preserve the
Debtors' estate, including the prosecution of actions on the
Debtors' behalf, the defense of any action commenced against the
Debtors, negotiations concerning all litigation in which the
Debtors are involved, and objections to claims filed against the
estate;
(d) preparing legal papers;
(e) negotiating and preparing a Chapter 11 plan of
reorganization and related agreements, and taking any necessary
action to obtain confirmation of such plan;
(f) representing the Debtors in connection with obtaining
post-petition financing;
(g) advising the Debtors in connection with any potential sale
of assets, restructuring or recapitalization;
(h) appearing before the bankruptcy court, any appellate courts,
and the U.S. trustee;
(i) consulting with the Debtors regarding tax matters;
(j) addressing issues relative to regulatory agencies; and
(k) performing all other necessary legal services.
The firm's hourly rates are as follows:
Lynn Brimer, Esq. $395 per hour
Pamela Ritter, Esq. $350 per hour
Associates $185 - $295 per hour
Strobl Sharp will receive reimbursement for out-of-pocket expenses
incurred.
The retainer fee is $11,900.
Lynn Brimer, Esq., a partner at Strobl Sharp, disclosed in a court
filing that her firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Lynn M. Brimer, Esq.
Pamela S. Ritter, Esq.
Strobl Sharp PLLC
300 East Long Lake Road, Suite 200
Bloomfield Hills, MI 48304-2376
Phone: (248) 540-2300
Fax: (248) 205-2786
Email: lbrimer@strobllaw.com
pritter@strobllaw.com
About Silverside Senior Living
Silverside Senior Living, LLC and its affiliate, Graceway South
Haven, LLC, sought Chapter 11 protection (Bankr. E.D. Mich. Lead
Case No. 21-44887) on June 7, 2021. In the petitions signed by
Anthony Fischer, Jr., chief executive officer, the Debtors
disclosed total assets of up to $50,000 and liabilities of up to
$10 million.
Judge Lisa S. Gretchko oversees the cases.
The Debtors tapped Strobl Sharp PLLC as bankruptcy counsel and CND
Law as special healthcare counsel. Cole, Newton & Duran serves as
the Debtors' accountant.
SOMO AUDIENCE: Seeks to Hire Rosner Law Group as Delaware Counsel
-----------------------------------------------------------------
SoMo Audience Corp. seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to employ The Rosner Law Group, LLC as
its Delaware bankruptcy counsel.
The firm's services include:
(a) providing legal advice regarding local rules, practices and
procedures, and providing substantive and strategic advice on how
to accomplish the Debtor's goals in connection with the prosecution
of its bankruptcy case;
(b) taking all necessary action to protect and preserve the
Debtor's estate, including the prosecution or defense of any
actions involving the estate, negotiations concerning litigation in
which the Debtor may be involved, and objections to claims filed
against the estate;
(c) preparing legal papers;
(d) assisting the Debtor regarding any transaction for the sale,
merger, joint venture or strategic investment in the Debtor;
(e) assisting the Debtor's lead counsel, Mayerson & Hartheimer
PLLC, in the preparation and negotiation of a Chapter 11 plan and
pursuing confirmation of such plan;
(f) appearing before the bankruptcy court, any appellate court
and the Office of the U.S. Trustee; and
(g) performing other necessary legal services.
Rosner Law Group will be paid at hourly rates ranging from $325 to
$375 and reimbursed for out-of-pocket expenses incurred. The
retainer fee is $15,000.
Frederick Rosner, Esq., a partner at The Rosner Law Group,
disclosed in a court filing that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Frederick B. Rosner, Esq.
The Rosner Law Group LLC
824 N. Market St.
Wilmington, DE 19801
Tel: (302) 777-1111/(302) 319-6300
Email: rosner@teamrosner.com
About Somo Audience Corp.
Livingston, N.J.-based SoMo Audience Corp. --
https://somoaudience.com -- is an advertising technology company
focused on providing solutions for Web Publishers, Mobile, CTV and
DOOH.
SoMo Audience sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 21-10464) on March 11, 2021. On
June 22, 2021, the proceeding was transferred to the U.S.
Bankruptcy Court for the District of Delaware and was assigned a
new case number (Case No. 21-10958). Judge Craig T. Goldblatt
oversees the case.
The Debtor disclosed total assets of $437,993 and total liabilities
of $4,426,241 at the time of the filing.
Mayerson & Hartheimer, PLLC and The Rosner Law Group, LLC serve as
the Debtor's lead bankruptcy counsel and Delaware counsel,
respectively.
STONEWAY CAPITAL: Seeks to Hire 'Ordinary Course' Professionals
---------------------------------------------------------------
Stoneway Capital Corporation and its affiliates filed a motion
seeking approval from the U.S. Bankruptcy Court for the Southern
District of New York to employ Chaffetz Lindsey, LLP and other
attorneys, which they employ in the ordinary course of business.
The motion, if granted, would allow the Debtors to hire Chaffetz
Lindsey and other attorneys without the requirement of filing
individual fee applications.
The Debtors estimate that they will not pay any OCP more than
$25,000 per month, on average, over the prior rolling three-month
period and $150,000 for the duration of their Chapter 11 cases.
Chaffetz Lindsey can be reached through:
Peter Chaffetz, Esq.
Chaffetz Lindsey LLP
1700 Broadway, 33rd Floor
New York, NY 10019
Tel: +1 212 257 6960
Fax: +1 212 257 6950
Email: peter.chaffetz@chaffetzlindsey.com
About Stoneway Capital Corp.
Stoneway Capital Corporation is a limited corporation incorporated
in New Brunswick, Canada, formed for the purpose of owning and
operating, through its Argentine subsidiaries, power generation
projects that will provide electricity to the wholesale electricity
markets in Argentina. The Argentine subsidiaries operate four
power-generating plants in Argentina that provide electricity to
the wholesale electricity market in Argentina.
Stoneway is 100% owned by GRM Energy Investment Limited. On Oct. 8,
2020, the Company commenced proceedings under the Canada Business
Corporations Act (the "CBCA"). The Debtors were well on the way
toward closing the consensual restructuring when on Dec. 4, 2020,
the Argentine Supreme Court issued a decision in an ongoing noise
discharge dispute involving one of the Generation Facilities
located in Pilar, Argentina. The Argentine Supreme Court Decision
created significant uncertainty as it overturned a decision of the
federal appeals court in San Martin, Buenos Aires.
As a result of the looming expiration of the informal standstill
arrangement, the Debtors commenced chapter 11 cases in the U.S. in
order to put the automatic stay in place, maintain the status quo
pending resolution of the various issues in Argentina, and ensure
that neither the Indenture Trustee nor the Argentine Trustee takes
any action that could be detrimental or value destructive to the
Company.
Stoneway Capital Ltd. and five related entities, including Stoneway
Capital Corp., sought Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 21-10646) on April 7, 2021. Stoneway estimated
liabilities of $1 billion to $10 billion and assets of $500 million
to $1 billion.
Judge James L. Garrity, Jr. oversees the cases.
The Debtors tapped Shearman & Sterling LLP as bankruptcy counsel,
Bennett Jones LLP as Canadian counsel, and Lazard Freres & Co., LLC
as investment banker. Prime Clerk, LLC is the claims agent and
administrative advisor.
STUDIO MOVIE GRILL: On Recovery Track After Ch.11 Exit, Says CEO
----------------------------------------------------------------
Catherine Leffert of Dallas Business Journal reports that after
emerging from bankruptcy that cut its location footprint in half,
Studio Movie Grill said it's now back on track to expand and return
to pre-pandemic attendance levels by the end of this year.
CEO Ted Croft said the Dallas-based, dine-in movie theater emerged
from Chapter 11 in April "smoothly" because of its lenders and
management team.
"We were able to retain so many of our top locations and our top
folks," Croft said. "And it's difficult to permanently close a
location, but it's allowed us to emerge stronger, more efficient.
We want to remain a leader in the sector."
The company announced Tuesday it would reopen its 40,000
square-foot Fort Worth location, which it completed development on
during the COVID-19 pandemic. Additionally, the company announced
it's continuing construction of a new location in Alpharetta,
Georgia, set to wrap up by the end of the year, and is in final
negotiation to reopen an existing location in North Carolina.
When Studio Movie Grill exited bankruptcy this spring — which it
had filed for six months prior -- it was able to retain
top-performing locations, Croft said. In April, the company
announced it would keep 17 theaters in five states, down from 34
locations in 10 states pre-pandemic.
The movie theater chain said in an email to Dallas Business Journal
that it estimates attendance will return to 2019 levels by mid-Q4,
though declined to share specific metrics.
The CEO was asked by the company's lenders to take the helm when it
exited bankruptcy, which he said he accepted because the senior
team remained intact. Croft had been at Studio Movie Grill since
2011 as CFO and during his decade-long tenure also absorbed the COO
role.
Croft said since he's taken the top role at the company, he's now
more guest-focused. He said his main priorities are supporting the
guest experience, along with coaching and developing the leadership
team.
The company developed its app during 2020, adding extra features
like menu ordering and loyalty points and since April has hosted
nationwide job fairs to rebuild its local teams.
The company has had to almost entirely rehire its workforce since
its emergence from Chapter 11. Croft said the company currently has
about 2,000 employees, and looks to be fully-staffed at around
2,200 people, give or take based on the season.
As the company continues to recover, Croft said it doesn't have
specific expansion goal numbers. Studio Movie Grill will add new
sites as opportunities arise that fit its parameters and support
stakeholders, the CEO said.
Croft added the business evaluates decisions with its partners. The
company’s lenders, affiliates of Goldman Sachs and Fort
Worth-based Crestline Investors, provided debt financing to emerge
from Chapter 11 in exchange for equity in Studio Movie Grill.
In January, Studio Movie Grill Founder and former CEO Brian Schultz
told the Business Journal the Chapter 11 filing made the company
more sustainable, saved more jobs and gave it a "reset." He said
during the pandemic, the theater was trying to "survive, revive and
thrive." Schultz, who founded Studio Movie Grill in 1993, now
leads Look Dine-In Cinemas, another Dallas-based movie theater
chain.
About Studio Movie Grill
Studio Movie Grill and its affiliates operate a chain of movie
theatres that include full-service dining during the show. Studio
Movie Grill is based in Dallas and runs 33 theater-restaurants.
Studio Movie Grill Holdings, LLC, and its affiliates sought Chapter
11 protection (Bankr. N.D. Tex. Case No. 20-32633) on Oct. 23,
2020. Studio Movie Grill was estimated to have $50 million to $100
million in assets and $100 million to $500 million in liabilities.
The Hon. Stacey G. Jernigan is the case judge.
The Law Offices of Frank J. Wright, PLLC, is the Debtors' counsel.
Donlin Recano is the claims agent.
SUAMIT LLC: Seeks to Hire B&B Tax & Payroll as Accountant
---------------------------------------------------------
Suamit LLC seeks approval from the U.S. Bankruptcy Court for the
District of New Jersey to employ B&B Tax & Payroll Services as its
accountant.
The firm's services include the preparation of tax returns and
monthly operating reports and projections necessary for the
Debtor's Chapter 11 plan of reorganization.
The firm will be paid based upon its normal and usual hourly
billing rates and reimbursed for out-of-pocket expenses incurred.
As disclosed in a court filing, B&B Tax is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
B&B Tax & Payroll Services
5040 Clinton Blvd
Jackson, MS 39209
Tel: (601) 922-7297
About Suamit LLC
Suamit LLC filed a Chapter 11 bankruptcy petition (Bankr. D.N.J.
Case No. 21-12631) on March 31, 2021, disclosing under $1 million
in both assets and liabilities. Judge Andrew B. Altenburg Jr.
oversees the case.
The Debtor tapped the Law Offices of David Paul Daniels, LLC and
B&B Tax & Payroll Services as legal counsel and accountant,
respectively.
TALI CORP: Wins Cash Collateral Access
--------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
San Francisco Division, has authorized Tali Corp. d/b/a bkr to use
cash collateral in accordance with the budget on a further interim
basis, with up to a 10% variance of the total amount authorized.
The Debtor will make adequate protection payments to City National
Bank in the amount of $4,000 per month. About $2,000 per month will
be credited to interest, and $2,000 per month will be credited to
principal. The Debtor and City National Bank reserve the right to
request that the Court modify the amount of the adequate protection
payments based on the Debtor's operations.
The Secured Creditors are granted replacement liens, in accordance
with their pre-petition priority, in the Debtor's postpetition
assets and the proceeds thereof, to the same extent, validity, and
priority as the liens held by the Secured Creditors as of the
Petition Date, limited to the amount of any cash collateral of the
respective Secured Creditor as of the Petition Date, to the extent
that any Cash Collateral of the respective Secured Creditor is
actually used by the Debtor. The replacement lien does not include,
without limitation, a lien on proceeds of any Avoidance Actions
arising under Sections 544, 545, 546, 547, 548, 549, 550 or any
similar provisions of the Bankruptcy Code.
Any interest of the Secured Creditors in any cash collateral is
adequately protected.
A continued interim hearing on the Motion is scheduled for July 23,
2021, at 10:30 via Zoom.
A copy of the order is available for free at https://bit.ly/3hCFbtE
from PacerMonitor.com.
About Tali Corp.
Tali Corp. d/b/a bkr manufactures glass and glass products. Tali
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. N.D. Calif. Case No. 21-30254) on April 1, 2021. In the
petition signed by Adam Winter, chief operating officer, the Debtor
disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge Dennis Montali oversees the case.
Jeffrey I. Golden, Esq. is the Debtor's counsel.
TEXAS TAXI: Case Summary & 7 Unsecured Creditors
------------------------------------------------
Debtor: Texas Taxi, Inc.
4201 Langley Rd.
Houston, TX 77093
Business Description: Texas Taxi, Inc. is part of the taxi and
limousine service industry.
Chapter 11 Petition Date: July 19, 2021
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 21-50072
Judge: Hon. David R. Jones
Debtor's Counsel: Richard Lee Fuqua II, Esq.
FUQUA & ASSOCIATES, P.C.
8558 Katy Freeway
Suite 119
Houston, TX 77024
Tel: (713) 960-0277
Email: RLFuqua@FuquaLegal.com
Estimated Assets: $0 to $50,000
Total Liabilities: $8,199,396
The petition was signed by John Bouloubasis, president & CEO.
A copy of the Debtor's list of seven unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/KWCK3OA/Texas_Taxi_Inc__txsbke-21-50072__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/53UCRJI/Texas_Taxi_Inc__txsbke-21-50072__0001.0.pdf?mcid=tGE4TAMA
TUMBLEWEED TINY HOUSE: May Use PIRS Capital's Cash Collateral
-------------------------------------------------------------
Judge Kimberley H. Tyson authorized Tumbleweed Tiny House Company,
Inc. to use Cash Collateral for the period from April 1 through
June 30, 2021, or pursuant to a confirmed plan of reorganization,
whichever is earlier.
The Debtor and PIRS Capital, LLC have reached agreement regarding
the terms and conditions for Debtor's use of cash collateral.
Accordingly, Judge Tyson ruled that PIRS Capital will be granted a
replacement lien and security interest upon the Debtor's
post-petition assets with the same priority and validity as PIRS's
pre-petition liens. To the extent the Adequate Protection Liens
prove to be insufficient, PIRS shall be granted superpriority
administrative expense claims under section 507(b) of the
Bankruptcy Code.
In addition, the Debtor shall pay to PIRS (i) 4% of the Debtor's
gross receipts for April 2021 on May 21, 2021; (ii) 4% of the
Debtor's gross receipts for May 2021 on June 21, 2021; and (iii) 4%
of the Debtor's gross receipts for June 2021 on July 21, 2021 or as
set forth in a confirmed plan of reorganization.
In the event of the Debtor's default under the terms of the interim
order, PIRS Capital shall be granted a superpriority administrative
expense claim for the amount which Debtor failed to pay.
PIRS reserves the right to assert that 8.2% of the Debtor's
accounts receivable are not part of the Debtor's estate but rather,
owned by PIRS, and that said accounts receivable should be
segregated, set aside and paid over to PIRS, and that PIRS's
security interest should extend to accounts receivable newly
created post-petition.
A copy of stipulated order is available for free at
https://bit.ly/3hDdqRK from PacerMonitor.com.
About Tumbleweed Tiny House Company
Tumbleweed Tiny House Company, Inc., a manufacturer of tiny house
RVs, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Colo. Case No. 20-11564) on March 4, 2020. At the time
of filing, the Debtor estimated between $500,000 and $1 million in
assets and between $1 million and $10 million in liabilities.
Judge Kimberley H. Tyson oversees the case.
Wadsworth Garber Warner Conrardy, P.C., and Gerard Fox Law, P.C.,
serve as the Debtor's bankruptcy counsel and special counsel,
respectively. Stockman Kast Ryan + Company is the Debtor's
accountant.
TUPELO WOOD: Seeks to Hire Stephen L. Burton as New Counsel
-----------------------------------------------------------
Tupelo Wood, LLC seeks approval from the U.S. Bankruptcy Court for
the Central District of California to employ the Law Offices of
Stephen L. Burton to substitute for Neel Law Group, APC, the firm
that initially handled its Chapter 11 case.
Stephen L. Burton's services include:
a. giving legal advice to the Debtor with respect to its power
and duties under the Bankruptcy Code;
b. negotiating with creditors in working out a plan and taking
necessary legal steps in order to confirm such plan;
c. appearing before the bankruptcy court in order to negotiate a
settlement with major creditors and making appearances where
necessary as they apply to all creditors;
d. preparing legal papers; and
e. performing other necessary legal services.
The firm will be paid at the rate of $350 per hour and reimbursed
for out-of-pocket expenses incurred. The retainer fee is $7,000.
As disclosed in court filings, Stephen L. Burton is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Stephen L. Burton, Esq.
Law Offices of Stephen L. Burton
16133 Ventura Boulevard 7th Floor
Encino, CA 91436
Tel: (818) 501-5055
Fax: (818) 501-5849
About Tupelo Wood
Tupelo Wood, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-10759) on March 24,
2021, disclosing $500,001 to $1 million in both assets and
liabilities. Vassili Charalambous, managing member, signed the
petition. Judge Scott C. Clarkson oversees the case. The Debtor
tapped the Law Offices of Stephen L. Burton as legal counsel and
Frith-Smith & Archibald, LLP as accountant.
TW BENJAMIN: Seeks to Hire Benjamin Martin as Legal Counsel
-----------------------------------------------------------
TW Benjamin Corp. seeks approval from the U.S. Bankruptcy Court for
the Middle District of Florida to employ the Law Offices of
Benjamin Martin to serve as legal counsel in its Chapter 11 case.
The firm's services include:
a. preparation and filing of bankruptcy schedules, statement of
financial affairs and statement of executory contracts;
b. representation of the Debtor at the meetings of creditors,
hearings, pretrial conferences, trials and litigation arising in
connection with the case;
c. preparation, filing and presentation to the court of any
pleading requesting relief;
d. preparation, filing and presentation to the court of the
Debtor's disclosure statement and plan of reorganization;
e. review of claims made by creditors and interested parties and
the preparation of objections to claims as appropriate;
f. preparation and presentation of a final accounting and motion
for final decree closing the case;
g. performance of all other legal services.
The Law Offices of Benjamin Martin will be paid at hourly rates
ranging from $100 to $325 and reimbursed for out-of-pocket expenses
incurred. The retainer fee is $7,000.
Benjamin Martin, Esq., disclosed in a court filing that his firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached at:
Benjamin G. Martin, Esq.
Law Offices of Benjamin Martin
1620 Main Street, Suite 1
Sarasota, Florida 34236
Tel: (941) 951-6166
Email: skipmartin@verizon.net
About TW Benjamin Corp.
TW Benjamin Corp. filed a Chapter 11 bankruptcy petition (Bankr.
M.D. Fla. Case No. 21-03429) on June 29, 2021, disclosing total
assets of up to $50,000 and total liabilities of up to $1 million.
The Debtor is represented by the Law Offices of Benjamin Martin.
WEST C BUILDERS: Wins Cash Collateral Access Thru December
----------------------------------------------------------
The U.S Bankruptcy Court for the Northern District of California,
Santa Rosa Division, has entered an order approving the Stipulation
between Debtor West C Builders, Inc., and secured creditor U.S.
Small Business Administration regarding the Debtor's use of cash
collateral secured by the SBA's lien.
The parties agree that the Debtor is authorized to use the cash
collateral of the SBA for operating expenses in accordance with the
amounts set forth in the budget, with a 20% variance for each lien
item and a 10% variance overall, through December 2021.
To the extent of the present value of its interest in cash
collateral, the SBA will receive a continuing priority lien on
receivables from the operation of the business of the Debtor.
As adequate protection for an diminution in value, following the
petition date, of the interests of the SBA in the pre-petition
collateral, the SBA is granted, effective as of the petition date,
a post-petition replacement lien on all presently owned or
hereafter-acquired assets of the Debtor, to the same extent as they
had a valid and perfected security interest in the prepetition
collateral, including all cash collateral and proceeds therefrom.
The post-petition replacement lien will be secured in accordance
with the provisions of Bankruptcy Code sections 361 and 363(e).
About West C Builders, Inc.
West C Builders, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 21-10263) on May
26, 2021. In the petition signed by Anton D. Council, president,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Roger L. Efremsky oversees the case.
Gina R. Klump, Esq. at Law Office of Gina R. Klump is the Debtor's
counsel.
WIRTA HOTELS: Wins Cash Collateral Access
-----------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
has authorized Wirta Hotels 3, LLC and affiliates to continue using
cash collateral on an interim basis and provide related relief.
The Debtors require the use of Cash Collateral to continue their
ongoing operations in the ordinary course of business and to avoid
disruption of such operations.
As part of the Budget and the Debtors' request to use Cash
Collateral, the Debtors propose to continue the Professional Fund
previously established under the Current Cash Collateral Order to
pay the professional fees and costs incurred by the Debtors, as the
Court may authorize and allow by subsequent order following notice
and hearing. The Debtors propose to deposit all funds budgeted for
the Professional Fund with Foster Garvey, counsel for the Debtors,
where such funds would be held in trust pending further orders of
the Court following notice and hearing which authorize FG to
disburse such funds to professionals. The Debtors believe that the
Professional Fund is appropriate given the size and nature of these
chapter 11 cases.
The Court order says Wilmington Trust, National Association, as
Trustee, on Behalf of the Registered Holders of Citigroup
Commercial Mortgage Trust 2017-C4, Commercial Mortgage PassThrough
Certificates, Series 2017-C4, has adequate protection with respect
to its interests in the Cash Collateral, because (a) the evidence
indicates that an equity cushion exists with respect to
Wilmington's collateral, and (b) Wilmington will be given Adequate
Protection Liens pursuant to the Order to the extent that there is
any diminution in value of Wilmington's collateral as a result of
the Debtors' usage of Cash Collateral.
The Court finds that entry of the Order is in the best interests of
the Debtors' creditors and their estates because its
implementation, among other things, will allow the Debtors to
remain in business while pursuing confirmation of the Plan by
providing the working capital necessary to sustain ongoing
operations and to fund the expenses of the Chapter 11 cases.
The Debtors are authorized to use Cash Collateral to fund the
reasonable, necessary, and ordinary costs and expenses of their
business in accordance with the terms of the Order and the Budget;
provided that, with respect to the Budget, the Debtors will not
permit total outflows to exceed 115% of the cumulative amount for
any four-week period starting as of the date of the Order without
providing Wilmington at least two business days' notice to object;
provided further that, if Wilmington objects, the Debtors may seek,
on an expedited basis, a hearing before the Court for additional
relief.
The Debtors are authorized to use Cash Collateral to pay these
costs, fees, and expenses: (a) the unpaid fees due and payable to
the Clerk of the Court pursuant to 28 U.S.C. section 1930; (b) any
other costs, fees, and expenses imposed by the Court (or by law) in
connection with these chapter 11 cases; and (c) contributions to
the Professional Fund in the amount of $50,000 (upon entry of the
Order). The Professional Fund is approved and will be held on
deposit and maintained in a trust account at FG, pending further
orders of the Court following notice and hearing which authorize FG
to disburse such funds to professionals. To the extent amounts
deposited into the Professional Fund exceed the allowed fees and
costs of such professionals, such excess funds will remain subject
to the rights of Wilmington.
Wilmington's Adequate Protection Liens will have the same extent,
priority, validity, and status as Wilmington's prepetition liens,
and which are binding and perfected automatically upon the entry of
the Order; provided, however, that the Adequate Protection Liens
will at all times be subject to a carve-out for the payment of
professional fees and expenses allowed under either Bankruptcy Code
section 330 or 331 with respect to (i) any amounts obtained from
the Debtors by the professionals employed by the estates
prepetition and (ii) the amounts attributable to or otherwise
contributed to the Professional Fund.
A copy of the order is available for free at https://bit.ly/3B16dCp
from PacerMonitor.com.
About Wirta Hotels
Wirta Hotels 3, LLC and Wirta 3, LLC own and operate the Holiday
Inn Express & Suites in Sequim, Washington. They own the real
property (1141 East Washington Street) upon which the hotel is
situated. Bret Wirta and Patricia Wirta, husband and wife, own
100% of Wirta.
On Sept. 18, 2020, Wirta Hotels and Wirta 3 filed Chapter 11
petitions (Bankr. W.D. Wash. Lead Case No. 20-12398). At the time
of filing, Wirta Hotels disclosed $2,365,830 in assets and
$2,805,775 in total liabilities while Wirta 3 disclosed $13,214,141
in assets and $7,017,530 in liabilities.
Judge Marc Barreca oversees the cases.
Foster Garvey, PC is the Debtor's legal counsel.
ZAYAT STABLES: Trustee Accuses Ahmed of Gamesmanship in Chapter 11
------------------------------------------------------------------
Thoroughbred Daily News reports on Wednesday, July 14, 2021, that
the trustee assigned to American Pharoah owner-breeder Ahmed
Zayat's bankruptcy case has accused Zayat and his family of "an
ongoing pattern of delay, obstruction, and gamesmanship" in the
case.
Donald Biase is attorney bankruptcy trustee on the Zayat case. He
wrote in a July 13, 2021 filing in United States Bankruptcy Court
for the District of New Jersey that "(Zayat) and his family members
have engaged in a pattern of intermingling of assets and ongoing
financial transactions among themselves."
Biase wrote that the Zayats "have made only paltry productions" in
response to subpoenas for documents related to the family's
finances. His filing contends that money has been transferred back
and forth between family members, Zayat Stables, and JPZ Holdings,
the company of Ahmed Zayat's son, Justin.
Zayat filed for Chapter 7 bankruptcy protection last September
2020. The Egyptian businessman's listed assets totaled more than
$1.8 million, while his liabilities were listed as more than $19.3
million.
The Zayats rose to prominence in 2015 when their homebred American
Pharoah swept the Triple Crown series and won the Breeders’ Cup
Classic for trainer Bob Baffert and jockey Victor Espinoza. The
2015 Horse of the Year will be inducted next month into the
National Museum of Racing's Hall of Fame.
Zayat Stables, which earned the Eclipse Award for outstanding owner
in 2015, have not started a horse during 2021. Their last starter
was Alex Joon, who was second in a Churchill Downs allowance race
Oct. 29, 2020.
About Zayat Stables
Headquartered in Hackensack, New Jersey, Zayat Stables owned 203
thoroughbred horses. The horses, which are collateral for the bank
loan, are worth $37 million, according to an appraisal mentioned in
a court paper. Ahmed Zayat said in a court filing that he
personally invested $40 million in the business.
The Company filed for Chapter 11 bankruptcy protection (Bankr.
D.N.J. Case No. 10-13130) on Feb. 3, 2010. The Company estimated
$10 million to $50 million in assets and the same range of
liabilities as of the bankruptcy filing. The Debtor tapped Cole,
Schotz, Meisel, Forman & Leonard, P.A., as bankruptcy counsel.
[*] AIRA Inducts 2021 Class of Distinguished Fellows
----------------------------------------------------
At its annual conference on June 16th, AIRA announced the induction
of its 2021 class of Distinguished Fellows.
Conceived to recognize the significant contributions that AIRA's
senior members have made to the art and science of corporate
restructuring and to the association, the Distinguished Fellows
designation is an academic and professional honor for those AIRA
members who exemplify the highest level of excellence in
professional practice and whose contributions are a significant
positive legacy to our profession and the association.
These individuals have contributed in many ways to the profession
and to AIRA. They have served as a distinguished judge and
educator, provided important leadership to AIRA and other
associations such as Turnaround Management Association (TMA) and
American Bankruptcy Institute (ABI), provided years of service on
the AIRA board, contributed to AIRA's CIRA and CDBV certification
programs, organized and presented to AIRA and other professional
conferences, and published articles and books.
2021's Distinguished Fellows are:
David Berliner, CIRA, BDO USA, New York, NY
Hon. Kevin J. Carey (Ret.), Hogan Lovells US LLP, Philadelphia, PA
Stephen B. Darr, CIRA, CDBV, Huron Consulting Group, Boston, MA
Kenneth J. Malek, CIRA, CDBV, MalekRamian LLC, Libertyville, IL
Jose M. Monge-Robertin, CIRA, Monge Robertin Advisors, LLC, San
Juan, PR
Thomas Morrow, CIRA, Evanto Group LLC, Beverly Hills, MI
Dr. Grant W. Newton, CIRA, AIRA Executive Director Emeritus,
Medford, OR
Valda Newton, Managing Editor, AIRA Journal, Medford, OR
Grant T. Stein, Alston & Bird LLP, Atlanta, GA
Teri L. Stratton, CIRA, Piper Sandler & Co, El Segundo, CA
The Association of Insolvency and Restructuring Advisors (AIRA) --
https://aira.org/ -- is a nonprofit professional association
serving financial advisors, accountants, crisis managers, business
turnaround consultants, lenders, investment bankers, attorneys,
trustees, and other individuals involved in the fields of business
turnaround, restructuring, bankruptcy and insolvency. AIRA's
mission is to (i) Unite and support professionals providing
business turnaround, restructuring and bankruptcy services, and
(ii) Develop, promote and maintain professional standards of
practice, including a professional certification through its CIRA
and CDBV programs. For additional conference and program
information, visit https://aira.org/conference.
[*] Davis Polk Elects Nine New Partners
---------------------------------------
Davis Polk has announced that Sheila Adams, Matthew Bacal, Ning
Chiu, Ethan Goldman, David Hahn, Eric McLaughlin, Adam Shpeen,
Travis Triano and Steve Wang have been elected partners of the
Firm, effective July 1, 2021.
Ms. Adams is a member of Davis Polk's Antitrust & Competition
practice in New York. She represents clients in a variety of civil
litigation and government investigations, and her practice focuses
on antitrust investigations and litigation and the antitrust
aspects of mergers and acquisitions. Her clients have included
firms in the media and entertainment, technology, financial
services, pharmaceutical and manufacturing industries, as well as
individual corporate directors. Ms. Adams is a 2019 recipient of
the National Bar Association's 40 Under 40 Nation's Best Advocates
Award and one of the association's five individual 40 Under 40
awards for Excellence in Leadership.
Mr. Bacal is a member of Davis Polk's IP & Tech Transactions and
Data Privacy & Cybersecurity practices in New York. He advises
clients on IP, technology, media and privacy issues arising from
their operations and commercial transactions such as M&A,
licensing, development and outsourcing/services arrangements, joint
ventures and collaborations, financings, restructurings, and
capital markets offerings. He has a particular focus on
structuring, negotiating and drafting strategic licensing,
development, supply, outsourcing, services and other commercial
arrangements relating to media and sports rights, content
distribution, data use and commercialization, branding,
sponsorship, fashion, software and other technology. Mr. Bacal also
counsels clients on copyright and data privacy law, including in
connection with the design, development and commercialization of
products and services.
Ms. Chiu is a member of Davis Polk's Corporate Governance and
Capital Markets practices in New York. She advises companies and
their boards of directors on corporate governance, securities laws,
emerging trends and responding to evolving best practices. For over
20 years, she has advised clients on a range of matters involving
their boards, including board and committee composition and
structure, board policies and practices, board evaluations and
succession planning, proxy disclosure, shareholder engagement and
relationships, shareholder proposals, shareholder activism in all
forms, proxy campaigns, proxy advisory services, and sustainability
and ESG matters.
Mr. Goldman is a member of Davis Polk's Tax practice in New York.
He advises clients on federal income tax matters related to a
variety of transactions, including U.S. and cross-border mergers,
acquisitions, joint ventures, financings, partnership investments,
restructurings and spinoffs. Mr. Goldman also regularly advises
private equity sponsors and other private fund managers on tax
matters relating to the formation and operation of private
investment funds, as well as secondary transactions. He has also
represented clients in connection with tax controversy matters
before the Internal Revenue Service and the U.S. Tax Court.
Mr. Hahn is a member of Davis Polk's Finance practice in New York.
He principally advises financial institutions and direct lenders in
connection with various financing transactions, including leveraged
acquisition financings, senior stretch and unitranche facilities,
asset-based facilities, recurring revenue transactions and debt
restructurings. He also has substantial experience representing
borrowers on a broad range of finance-related matters.
Mr. McLaughlin is a member of Davis Polk's Financial Institutions
practice in New York. He provides strategic bank and financial
regulatory advice to banks, financial institutions, fintech
companies and investors. His practice includes bank M&A and capital
markets transactions, enforcement actions, bank chartering, capital
and liquidity requirements, resolution planning, and cryptocurrency
and other digital assets. He regularly advises clients on bank
powers and activities, regulatory approvals and restrictions on
inter-affiliate transactions. During the COVID-19 pandemic, he has
been deeply involved in advising clients on all aspects of the
government support programs.
Mr. Shpeen is a member of Davis Polk's Restructuring practice in
New York. He has significant experience representing debtors,
creditors, banks, hedge funds and other strategic financial actors
in connection with complex chapter 11 and out-of-court
restructurings, including prepackaged and traditional bankruptcies,
liability management transactions, debt exchanges, credit
transactions, debtor-in-possession financings, exit financings and
section 363 sales.
Mr. Triano is a member of Davis Polk's Executive Compensation
practice in New York. He advises clients on a wide variety of
executive compensation matters, with a particular emphasis on
compensation aspects of mergers and acquisitions, initial public
offerings and spinoffs. He has extensive experience advising on the
design and implementation of incentive compensation arrangements;
the negotiation of executive employment, change in control and
severance agreements; and compensation-related corporate
governance, public company disclosure and Section 16 matters. His
practice ranges across a variety of industries, including biotech,
technology, financial services, energy, consumer products and
retail, and industrials.
Mr. Wang is a partner of Davis Polk & Wardwell LLP resident in Hong
Kong and practicing as a Hong Kong Solicitor. His practice focuses
on securities offerings and mergers and acquisitions. He has
represented issuers and underwriters in a wide range of
international capital markets transactions, including initial
public offerings and follow-on equity offerings, investment-grade
and high-yield debt offerings, and liability management
transactions. His practice ranges across a variety of industries,
including biotech, healthcare, technology, consumer and retail, and
real estate. In 2020, Mr. Wang was honored as a "Rising Star of the
Year" at the IFLR Asia-Pacific Awards.
About Davis Polk.
Davis Polk & Wardwell LLP (including its associated entities) --
http://www.davispolk.com/-- is an elite global law firm with
world-class practices across the board. Clients know they can rely
on Davis Polk for their most challenging legal and business
matters. Our approximately 1,000 lawyers located in 10 offices in
the world's key financial centers and political capitals
collaborate seamlessly to deliver exceptional service,
sophisticated advice and creative, practical solutions.
[*] Hahn & Hahn Attorneys Named Top Southern California Litigators
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Hahn & Hahn's D. Jason Lyon and Dean Rallis Jr. Selected as Top
Southern California Litigators
Southern California-based law firm Hahn & Hahn on July 14 disclosed
that D. Jason Lyon and Dean G. Rallis Jr. have been recognized for
their accomplishments as leading attorneys within the Los Angeles
business community and named to the Los Angeles Business Journal's
annual list "2021 Leaders of Influence: Litigators & Trial
Lawyers." The publication writes litigators are a special breed of
attorney "that needs to transcend expert comprehension of the legal
system." The feature, published today, includes the very best
litigators and trial attorneys in the region who "go to the
proverbial mat to fight for their clients before judges and jury."
"Jason and Dean are both exceptional problem solvers and leaders in
the legal and business communities," said the firm's Managing
Partner Christianne Kerns. "This recognition is highly deserved and
reflects both of their commitment to client advocacy and service."
As a partner in the firm, Lyon's practice focuses on commercial
litigation involving complex financial matters and intricate fact
patterns. "Among his recent matters has been his work bringing
claims on behalf of a large national medical billing provider
against a competitor and former employees for misappropriation of
trade secrets and related claims," says the feature. "The case was
favorably resolved before trial. He also defended against alleged
breach of contract, business tort, and extortion claims for a
client in the medical industry; and is successfully defending
multiple anti-SLAPP motions against a cross-complainant in a
commercial matter involving and currently defending appeals. He is
also currently bringing a seven-figure direct and derivative claims
for fraud and theft by management in a closely held meat processing
company." Prior to joining Hahn & Hahn, Lyon was an associate with
Latham & Watkins, practicing in the Complex Commercial Litigation
and Securities Litigation groups. In 2020, Los Angeles Business
Journal named Lyon one of Los Angeles County's Top Minority
Attorneys.
For more than 35 years, Rallis has focused his practice in the
areas of business reorganization, corporate insolvency, commercial
and bankruptcy litigation, commercial transactions, as well as the
acquisition of assets and businesses in bankruptcy court and
out-of-court workouts. "He recently represented class
representatives in connection with an approximate $10 million class
claim against the debtor, Galileo Learning, which held the largest
unsecured claim in the case," the publication says. "Rallis
negotiated the terms of a settlement agreement and plan of
reorganization resulting in the full payment of the claim." He has
functioned as lead counsel for secured creditors, debtors,
creditors' committees and purchasers in the bankruptcy,
restructuring and liquidation of companies. Rallis has extensive
experience in real estate, business and commercial transactions and
workouts, manufacturing, retail, healthcare and transportation
industries.
Hahn & Hahn LLP -- https://www.hahnlawyers.com/ -- has been an
active member of the Southern California business and legal
communities since 1899. The firm represents entrepreneurs,
innovators, business owners, family offices and charitable
organizations in their corporate, real estate, employment, estate
planning and family law issues and in litigation.
[*] Hilco Global Acquires Getzler Henrich & Associates
------------------------------------------------------
Hilco Global, the privately held diversified financial services
company delivering valuation, monetization, advisory and capital
solutions to businesses around the world, disclosed that it has
entered into a definitive agreement to acquire the New York based
firm - Getzler Henrich & Associates LLC ("Getzler Henrich").
Getzler Henrich is a 53-year-old nationally recognized turnaround
and restructuring advisory firm that focuses on providing
operational and financial solutions to middle-market businesses and
their stakeholders.
The acquisition of Getzler Henrich further expands the Hilco Global
professional services platform. Getzler Henrich's corporate
turnaround and restructuring expertise, and strong financial
advisory and performance improvement capabilities will integrate
well with Hilco's existing valuation, consulting and corporate
finance advisory services, and provide access to new sources of
capital, resulting in an unparalleled array of business solutions.
Jeffery B. Hecktman, Chief Executive Officer of Hilco Global said,
"Getzler Henrich has an impressive track record and an exceptional
team of professionals that deliver a very specialized skill set
which is complementary to Hilco's current diverse platform of
solutions. This addition further strengthens our capabilities and
enables us to provide fully integrated solutions from strategy
through execution, enabling us to meet all of the most critical
needs facing our clients today."
Hecktman added, "As we continue to expand the Hilco Global
financial services platform and deploy capital, we plan to continue
to acquire and buildout key strategic adjacencies that are best in
class like Getzler Henrich. Hilco Global capabilities are more
robust than ever. As we have evolved over the years, our increased
access to capital has enabled us to regularly serve as the key
capital partner to complete complex transactions in special
situations. In the past 15 months during the global pandemic,
Hilco Operating Companies deployed more than $500 million dollars
in unique transactions."
The entire Getzler Henrich management team will remain in place to
deliver results and add value for its clients, while simultaneously
collaborating with the 20+ Hilco Global Operating Companies
worldwide, explained Hecktman. With the addition of Getzler
Henrich, Hilco Global will offer a skilled team of restructuring
advisors to support clients across dozens of industries by
executing holistic, cross-platform solutions.
Joel Getzler and Bill Henrich will continue to serve as Partners
and Co-Chairs of the firm, continuing their success establishing a
leading turnaround and restructuring firm which provides the full
array of turnaround, workout, crisis and interim management,
corporate restructuring, bankruptcy, financial advisory,
operational improvement, and distressed M&A services.
Together Getzler and Henrich have grown the firm under the premise
that discerning middle-market customers will seek out advisors that
deliver "real solutions" to financial and operational challenges.
As pioneers in the turnaround and restructuring space, Getzler
Henrich takes a pragmatic approach to each engagement establishing
realistic action steps to improve a company's operational and
financial performance, and guiding or assisting in their
implementation, to enhance its enterprise value and maximize
stakeholders' recoveries.
Joel Getzler, Co-Chair of Getzler Henrich said, "By joining the
Hilco Global family, there is no question that we have strengthened
our ability to deliver for all of our current and future clients."
Co-Chair, Bill Henrich added, "The Hilco Global platform gives us
unprecedented access to broad and robust resources, and we could
not be more excited about what the future holds for us as a result
of this new partnership."
Jeffrey Hecktman said, "From the moment we met Joel Getzler and
Bill Henrich we knew this was a great fit. They have a reputation
and an approach to business we value… impeccable integrity, a
commitment to honesty, and an overriding focus on maximizing values
for our clients."
About Hilco Global
Hilco Global -- http://www.hilcoglobal.com-- is a privately held
diversified financial services company and the world's preeminent
authority on maximizing the value of assets for both healthy and
distressed companies. Hilco Global financial services leverage a
unique blend of deep restructuring and advisory experience with
capital solutions and principal investing. Hilco Global delivers
customized solutions to undervalued, high potential companies to
resolve complex and stressed situations and enhance long-term
enterprise value. Hilco Global operates as a holding company
comprised of over twenty specialized business units that work to
help companies understand the value of their assets and as needed
monetize the value. Hilco Global has almost 4 decades of a
successful track record of acting as an advisor, agent, investor
and/or principal in any transaction. Hilco Global works to deliver
the best possible result by aligning interests with clients and
providing them strategic insight, advice, and, in many instances,
the capital required to complete the deal. Hilco Global is based in
Northbrook, Illinois and has 700 professionals operating on five
continents and has large offices located in Boston, Chicago, New
York, Philadelphia within the USA.
About Getzler Henrich & Associates LLC
Getzler Henrich & Associates LLC -- http://www.getzlerhenrich.com
-- is one of the nation's oldest and most respected names in
middle-market corporate restructurings and operations improvement
and has successfully worked with thousands of companies to achieve
growth and profitability. Founded over 50 years ago, the firm still
operates on the same principles of impeccable integrity, a
commitment to honesty, and an overriding focus on maximizing value
for its clients. Long respected for its results-oriented approach,
Getzler Henrich deploys rapid, pragmatic decision making and
metrics-driven implementation services for its clients. With years
of experience in executive-level positions at major corporations,
and a broad range of advisory expertise, Getzler Henrich
professionals have consistently and successfully guided companies
through crises and growth phases. Working with a wide range of
companies, including publicly held firms, private corporations, and
family-owned businesses, Getzler Henrich's expertise spans more
than fifty industry sectors, from 'new economy' technology and
service firms to 'old economy' manufacturing and distribution
businesses.
[*] Stephen Levitan Joins Stephens' Capital Solutions Group
-----------------------------------------------------------
Stephens, an independent financial services firm, on July 19
announced the addition of industry veteran Stephen (Steve) Levitan
as Managing Director within the Capital Solutions Group of its
Investment Banking division. Based in Stephens' New York office,
Mr. Levitan joins with over 40 years of experience in the high
yield, leveraged finance and stressed & distressed markets.
"Steve is a proven advisor across all aspects of the capital
structure and possesses a breadth of industry knowledge and
expertise that is a great addition to our team. As part of our
Capital Solutions Group, Steve's varied experience, including an
extensive understanding of bankruptcy and restructuring, further
distinguishes the team's practiced and sound approach to complex
capital structure challenges. Expanding our ability to deliver
optimal outcomes is important to us as we grow our team," said Brad
Eichler, Executive Vice President, Head of Investment Banking.
Prior to Stephens, Mr. Levitan was a partner at Scott's Cove
Management LLC. During his multi-decade career, he has served as
portfolio manager, investment banker, and head of research. Earlier
positions were held at Drexel Burnham Lambert, Oppenheimer & Co.,
Inc., Wasserstein Perella and RBC Capital Markets, among others.
Mr. Levitan is a graduate of Dartmouth College, a Harvard MBA, and
a CFA charterholder.
"I'm very excited to return to banking with Stephens," said Mr.
Levitan. "The firm's approach, steeped in deep relationships and a
middle-market focus, matches extremely well with my background and
interests. My diverse experiences allow me to bring a different
perspective to Stephens' offering. I'm pleased to join this
accomplished team of seasoned professionals to assist companies,
creditors, managements and other constituencies in driving the
right results for their organizations."
Stephens' Capital Solutions Group provides structured debt and
equity financings, transitional capital raises, liability
management transactions, debtor advisory, creditor advisory,
distressed mergers and acquisitions, and distressed financing and
debt modifications. The practice draws on the full resources of the
Stephens platform, including debt capital markets, equity capital
markets and financial sponsor coverage.
About Stephens
"Stephens" (the company brand name) is a leading family-owned
investment firm comprising the businesses of investment banking,
advisory, sales and trading, research, insurance and wealth
management. Founded in 1933, Stephens' US operations are
headquartered in Little Rock, AR, with additional locations in
strategic domestic markets and a European practice in England and
Germany. Stephens is committed to building long-term value for
corporations, state and local governments, financial institutions,
and institutional and individual investors. Stephens' affiliates
include: Stephens Inc. (offers securities products; member NYSE
SIPC), Stephens Investment Management Group, Stephens Insurance,
LLC, Stephens Capital Partners LLC, and Stephens Europe Limited. ©
2021 Stephens. For more information, visitwww.stephens.com.
Stephens Inc. is regulated by the United States Securities and
Exchange Commission and the Financial Industry Regulatory Authority
(Home Office: 111 Center Street, Little Rock, AR USA,
501-377-2000).
[*] Two Ervin Cohen Attorneys Named Top Litigators in Los Angeles
-----------------------------------------------------------------
Ervin Cohen & Jessup (ECJ) on July 12 disclosed that Partners and
members of Firm's Litigation practice Randall S. Leff and Peter S.
Selvin have been recognized for their accomplishments as leading
attorneys within the Southern California business community and
named to the Los Angeles Business Journal's annual list "2021
Leaders of Influence: Litigators & Trial Lawyers." The publication
says litigators are a special breed of attorney "that needs to
transcend expert comprehension of the legal system." The feature,
published on July 12, includes the very best litigators and trial
attorneys in the region who "go to the proverbial mat to fight for
their clients before judges and jury."
"Randy is a fierce litigator and a savvy negotiator whose clients
appreciate his unconventional solutions to complex problems," said
Co-Managing Partner Barry MacNaughton. "Likewise, Peter's fervent
advocacy and unwavering commitment to his clients' best interests
is unmatched."
Mr. Leff, the Firm's Co-Managing Partner, is a business litigator
with over 30 years of experience trying and resolving "bet the
company" disputes in both state and federal court and brings
substantial knowledge and experience to the table for his business
clients. Mr. Leff's long-term clients are in various industries,
including health care, real estate, technology, food and beverage,
manufacturing, financial services, entertainment and biotechnology
industries.
Mr. Selvin, Chair of the Firm's Insurance Coverage and Recovery
Department, is a business trial lawyer with more than 30 years of
experience. While he specializes in the areas of insurance coverage
and international litigation, his experience has touched many
different areas of law, including real estate, intellectual
property and professional liability disputes. Within those areas,
Mr. Selvin's practice includes both trying cases and counseling
clients on how to avoid litigation. Chief among his strengths is
his ability to counsel clients and help achieve strategic business
solutions.
Through his participation in GGI Global Alliance, an international
group of attorneys and consultants, Mr. Leff has been representing
Korean, Chinese and European businesses in both litigation and
transactional matters throughout the United States. He also
represents a variety of Korean-American and Chinese-American
individuals and entities doing business in Los Angeles' Koreatown
and the San Gabriel Valley.
In 2014 Mr. Selvin was selected as a member of the Million Dollar
Advocates Forum(R), an honorary trial lawyers association whose
members have won million and multi-million dollar verdicts.
Mr. Selvin has been published in numerous business and legal
publications, including the International Financial Law Review,
Executive Counsel, Risk & Insurance and Global Counsel. His
publications have appeared in professional publications in the UK,
Germany, France, Mexico and Japan, among other countries.
Ervin Cohen & Jessup LLP is a full-service firm that provides a
broad range of business-related legal services including corporate
law; litigation; intellectual property & technology law; real
estate transactions, land use and finance; construction &
environmental law; tax planning and controversies; employment law;
health care law; bankruptcy, receivership and reorganization; and
estate planning. For more information, visit
http://www.ecjlaw.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
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2021. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
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The TCR subscription rate is $975 for 6 months delivered via
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*** End of Transmission ***