/raid1/www/Hosts/bankrupt/TCR_Public/210823.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, August 23, 2021, Vol. 25, No. 234
Headlines
801 ASBURY AVENUE: Wins Cash Collateral Access Thru Sept 18
ADVANCED CLEANUP: Trustee Taps SulmeyerKupetz as Legal Counsel
ADVANCED ENVIRONMENTAL: Trustee Taps SulmeyerKupetz as Counsel
ADVANCED MEDIA: Court Confirms Amended Chapter 11 Plan
ALUMINUM SHAPES: Aug. 26 Deadline Set for Panel Questionnaires
ALUMINUM SHAPES: Gets $15.5 Million DIP Loan from Tiger Finance
ALVIN ESCUE: Baldwin Cty. BOE Buying Silverhill Property for $946K
BASIC ENERGY: Berry to Buy California Business
BASIC ENERGY: Davis Polk, Rapp Represent Term Lenders
BASIC ENERGY: Moody's Withdraws Ca CFR Amid Bankruptcy Filing
BOSTON DONUTS: Wins Cash Collateral Access Thru Nov 4
BOSTON SOLUTIONS: Wins Cash Collateral Access
BOY SCOUTS OF AMERICA: Claimants Want Disclosed Coverage Positions
BOY SCOUTS OF AMERICA: Gair Claimants Want 'Say' re Settlement
BOY SCOUTS OF AMERICA: Insurers Await Judge Ruling as Hearings End
BOY SCOUTS OF AMERICA: KJS Claimants Seek Changes to Disclosures
BOY SCOUTS OF AMERICA: More Abuse Survivors Oppose Disclosures
BOY SCOUTS OF AMERICA: Nettle Morris' Claimants Oppose Disclosures
BOY SCOUTS OF AMERICA: VZO Claimants Seek Separate Vote Tabulation
BOY SCOUTS: Gets Conditional Approval of $850 Mil. Bankruptcy Deal
BROSTER JD: Case Summary & 14 Unsecured Creditors
BROWN INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
BUCKINGHAM SENIOR LIVING: Cash Collateral Access Extended
CAN B CORP: Incurs $2.7 Million Net Loss in Second Quarter
CATCH THIS HOLDINGS: Hearing on Disclosures, Plan Set for Sept. 27
CBL & ASSOCIATES: CAF Buying 140-Acre Pearland Property for $8.75M
CITY WIDE: Aug. 25 Hearing on Bidding Procedures & Hilco Employment
CLASSIC CATERING: Wins Cash Collateral Access
COSMOS HOLDINGS: Incurs $2.4 Million Net Loss in Second Quarter
CRYPTO COMPANY: Posts $151K Net Income in Second Quarter
CYTOCOM INC: Incurs $667K Net Loss in Second Quarter
DATA AXLE: S&P Affirms 'B-' Issuer Credit Rating, Outlook Negative
DESOTO HOLDING: Insider to Provide $650K for GUC Admin Reserve
DESOTO OWNERS: Unsecureds to Share Pro Rata of $40K
DIGIPATH INC: Incurs $117K Net Loss in Third Quarter
DOLPHIN ENTERTAINMENT: Posts $1.4-Mil. Net Income in Second Quarter
DREAM DUFFEL: Wins Interim Authority to Use Cash Collateral
EASTERDAY RANCHES: Lee Buying Farm's Beechcraft Aircraft for $680K
ELDERHOME LAND: Unsecureds to Share of New Value Contributions
FREDERICK LLC: Wins Cash Collateral Access Thru Nov 19
GBG USA: Seeks to Hire AMJ Advisors, Appoint Chief Strategy Officer
GBG USA: Seeks to Hire Ankura Consulting Group as Financial Advisor
GBG USA: Seeks to Hire Prime Clerk as Administrative Advisor
GBG USA: Seeks to Hire Willkie Farr & Gallagher as Legal Counsel
GENTIVA HEALTH: S&P Upgrades ICR to 'BB+' on Acquisition by Humana
GIRARDI & KEESE: Erika Accused of Spending $14 Million in Purchases
GOLF TAILOR: Unsecureds to Recover 6.25% of Allowed Claim in Plan
GRAMERCY GROUP: Touts Emergence From Bankruptcy
GREEN GROUP: $3M Unsecured Claims May Share of $20K Sale Proceeds
H. EDWARD PARIS DDS: Disposable Income, Asset Sales to Fund Plan
HANKEY O'ROURKE: Gets Cash Collateral Access Thru Sept 22
HAVEN FORT MYERS: Seeks to Hire Adams and Reese as Legal Counsel
HERTZ CORP: False Stolen Rentals Fight Stays in Bankruptcy Court
HH ACQUISITION: Westminster Buying Hyatt House for $14.5 Million
HILLIARD CHAPEL: Withdraws First Amended Plan and Disclosures
HLH TIMBER: Case Summary & 12 Unsecured Creditors
HOLLINGSWORTH FARMS: $3.75M Sale of 1.1K-Acre Lowndes Property OK'd
HUDSON RIVER: Fitch Assigns 'BB' LongTerm IDR, Outlook Stable
HUNTSMAN CORP: S&P Alters Outlook to Positive, Affirms 'BB+' ICR
INTELSAT SA: Court Grants Permission to Bar Public from Hearing
JAMES EDWARD FOLLIN: Hunt Buying Warren County Parcel for $800K
JPR MECHANICAL: Bankruptcy Trustee Sues Creditors for $11.1 Million
JSG I INC: S&P Lowers ICR to 'CCC+' on Sustained Elevated Leverage
KATERRA INC: Unsecureds' Recovery Unknown in Waterfall Plan
LATAM AIRLINES: Glenn Agre Represents Shareholders
LECLAIRRYAN: Trustee Gets Court Okay to Expand UnitedLex Deal Suit
LIVE PRIMARY: Oct. 5 Auction Sale of Substantially All Assets
MATTRESS FIRM: Moody's Hikes CFR to B1 & Alters Outlook to Stable
MEDLEY LLC: Unsecureds to Get 2.02% to 2.17% Recovery in Plan
MICHAEL ANAYA RODRIGUEZ: Selling Home in San Antonio for $350K
MOBILE FUNDS: Port Equity Buying Mobile Property for $1.5 Million
MOON GROUP: Seeks Approval to Hire Kurtzman Steady as Co-Counsel
MOON GROUP: Seeks to Hire Silverang as Litigation Counsel
MOON GROUP: Seeks to Hire Sullivan Hazeltine as Bankruptcy Counsel
NEELKANTH HOTELS: Gets OK to Hire GGG Partners as Expert Witness
OLCAN III: Seeks Cash Collateral Access
OMKAR HOTELS: Wins Cash Collateral on Final Basis
ORGANIC POWER: Disclosure Statement Hearing Slated for October 13
ORION BAY ESTATES: Taps Resnik Hayes Moradi as Legal Counsel
PACIFIC LINKS: U.S. Trustee Objects to Approval of Disclosures
PARK PLACE: Blue Ribbon Buying Hotel Constance for $54.5 Million
PILGRIM'S PRIDE: Moody's Rates New $750MM Sr. Unsecured Notes 'B1'
POTOMAC CONSTRUCTION: Dorado Buying Washington Property for $2.7M
PURDUE PHARMA: Mortimer Sackler Sorry for Pain OxyContin Caused
PURDUE PHARMA: Sacklers Want Immunity For Hundreds of Entities
RANDOLPH HOSPITAL: Enters Into Claims Settlement with PBGC
RECYCLING REVOLUTION: Wins Cash Collateral Access
RGN-GROUP: Regus Units Bankruptcy Plan Approved
RICE BOWL: Files for Chapter 7 Bankruptcy
RITCHIE BROS: Moody's Alters Outlook on 'Ba2' CFR to Negative
RIVERROCK RECYCLING: Seeks to Hire Ira H. Thomsen as Legal Counsel
SAHBRA FARMS: Shelly Materials Buying 15-Acre Land for $525K
SALEM CONSUMER: Sept. 15 Disclosure Statement Hearing Set
SAMARCO MINERACAO: Vale, BHP Asked to Pay Off Full $9.5B Debt
SBW PROPERTIES: Rental Income to Fund Restructuring Plan
SC SH HOLDINGS: Fairmont Unsecureds to Share of Asset Sale Proceeds
SC SJ HOLDINGS: Hilton Plan Approved After Accor Dispute Resolved
SCOTT C. GRAY: Geir Trust Buying Incline Village Property for $1.5M
SD IMPORT: Seeks to Hire Weintraub Group as Special IP Counsel
SHINKUCASI LLC: Rentals, Asset Sale to Fund Plan Distributions
SHOLAND LLC: Seeks to Hire Carr, Riggs & Ingram as Accountant
SILVER PLAZA: Case Summary & 11 Unsecured Creditors
SOFT FINISH: Seeks Cash Collateral Access Thru Dec 31
SOUTH COAST BEHAVIORAL: Unsecureds to Share Pro Rata of Net QSF
SYNCREON INTERMEDIATE: S&P Places 'B-' LT ICR on Watch Positive
SYNIVERSE HOLDINGS: Moody's Puts Caa1 CFR Under Review for Upgrade
TALEN ENERGY: S&P Lowers ICR to 'B-' on Weak Operating Performance
TANK HOLDING: Moody's Alters Outlook on B3 CFR to Stable
TEGNA INC: Moody's Affirms Ba3 Corp. Family Rating, Outlook Stable
TELIGENT INC: Class Action Settlement Hearing Set for Nov. 12
THUNDER RAIN: Uses Ch. 11 to Stall Foreclosure, TLD Says
U.S. TOBACCO: Wins Cash Collateral Access Thru Sept 19
VALARIS PLC: CFO, CEO Steps Down; Former Seadrill CEO Takes Helm
VARSITY BRANDS: S&P Affirms 'CCC+' ICR, Outlook Stable
VERRINO CONSTRUCTION: Hits Chapter 7 Bankruptcy Protection
W.E. MCDONALD: Case Summary & 20 Largest Unsecured Creditors
WILDWOOD VILLAGES: Wins Cash Collateral Access Thru Sept 17
WOODSTOCK LANDSCAPING: Wins Interim OK to Use Cash Collateral
[*] Bankruptcy Lending Is Very Profitable
[^] BOND PRICING: For the Week from August 16 to 20, 2021
*********
801 ASBURY AVENUE: Wins Cash Collateral Access Thru Sept 18
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The U.S. Bankruptcy Court for the District of New Jersey has
authorized 801 Asbury Avenue, LLC to continue using cash collateral
through September 18, 2021, pursuant to its budget nunc pro tunc to
the Petition Date, with a 20% cushion allowed to the Debtor over
and above the budgeted amount.
The Debtor is indebted to National Capital Management LP and
Kutztown Mortgage Partners, LLC through a series of loans from the
Lenders to the Debtor and 176 Route 50, LLC, a related
debtor-in-possession. The Lenders' Indebtedness is secured by a
blanket lien on all of the Debtor's assets. Specifically, the
Lenders' Indebtedness is evidenced by three separate Open-Ended
Mortgage and Security Agreements dated as of March 15, 2019,
Assignment of Rents and UCC-1 financing statements filed against
the Debtor. The Debtor is currently reviewing and investigating the
Lenders' loan documents to determine whether the Indebtedness is
properly perfected as the first, second and third position liens
encumbering all of the Debtor's assets.
The Debtor is authorized to use cash collateral to meet its
ordinary cash needs for the payment of Debtor's actual expenses
necessary to (a) maintain and preserve its assets, and (b) continue
operation of its business, including payroll and payroll taxes,
insurance expenses and monthly adequate protection payments to the
Lenders as reflected in the Cash Collateral Budget, as well as
statutory fees pursuant to 28 U.S.C. section 1930(a)(6).
With respect to repairs and maintenance, the Debtor will have the
authority to conduct emergency maintenance and repairs to 801
Asbury Avenue and/or 800, 8121, 816 and 829 Central Avenue and
maintain the safety of persons entering the Property; however, the
Debtor will be required to present NCM with documentation and
repair costs immediately thereafter; the Debtor is authorized to
make necessary maintenance and repairs costing less than $750 to
the Property without prior written consent from NCM; repairs and
maintenance costing more than $750 will require the Debtor to
provide documentation to NCM and obtain prior written consent from
NCM, which will not be unreasonably withheld or delayed; the Debtor
will provide documentation of all repairs and maintenance costing
less than $750 to NCM, together with the end of month cash
collateral budget reconciliation; and to the extent that the
Debtor or entities related to the Debtor propose to perform
maintenance and repairs to the Property, such work will be subject
to third party bids that may be timely solicited by NCM, with the
most competitive bid selected by NCM; any work performed by the
Debtor will be performed at cost.
As adequate protection, the Lenders are granted replacement liens
in their respective prepetition collateral to the same extent,
validity and priority of their respective prepetition liens, for
the diminution in value of such creditor's prepetition liens in
cash collateral caused by the Debtors' use and expenditure of cash
collateral without the necessity of filing any documents or
otherwise complying with non-bankruptcy law in order to perfect
security interests and record liens, with such perfection being
binding upon all parties.
To the extent the adequate protection proves insufficient to
protect the Lenders' interest in and to the cash collateral, the
Lenders will have a superpriority administrative expense claim.
The Debtor is also required to make its monthly payments to the
Lenders as adequate protection payments in the amount of $3,340 for
the duration of the Order.
A final hearing on the matter is scheduled for September 14 at 2
p.m.
A copy of the order and the Debtor's budget for August 28 to
October 16 is available for free at https://bit.ly/3iZ6Sxh from
PacerMonitor.com.
The Debtor projects $35,500 in total income and $53,699 in total
disbursements during the period.
About 801 Asbury Avenue, LLC
801 Asbury Avenue, LLC is a New Jersey limited liability
corporation which owns and operates commercial real property in
Ocean City. The Debtor sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 21-14401) on May 26,
2021. In the petition signed by James McCallion, sole member, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Andrew B. Altenburg, Jr. oversees the case.
David B. Smith, Esq. at Smith Kane Holman, LLC is the Debtor's
counsel.
ADVANCED CLEANUP: Trustee Taps SulmeyerKupetz as Legal Counsel
--------------------------------------------------------------
Gregory Jones, the Chapter 11 trustee for Advanced Cleanup
Technologies, Inc., seeks approval from the U.S. Bankruptcy Court
for the Central District of California to employ SulmeyerKupetz, A
Professional Corporation as his legal counsel.
The firm's services include:
(a) investigating the Debtor's financial affairs, including an
analysis of the Debtor's assets and liabilities;
(b) assisting the trustee in reviewing and, if necessary,
amending the requisite bankruptcy schedules and statement of
financial affairs for the Debtor's estate; and
(c) performing general legal services for the trustee to
accelerate the administration of the estate in the Chapter 11
case.
The firm's hourly rates are as follows:
Howard M. Ehrenberg $725 per hour
Daniel A. Lev $650 per hour
Asa S. Hami $610 per hour
Paralegals $250 to $275 per hour
The firm will also receive reimbursement for out-of-pocket expenses
incurred.
Daniel Lev, Esq., a partner at SulmeyerKupetz, 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:
Daniel A. Lev, Esq.
SulmeyerKupetz, A Professional Corporation
333 South Grand Avenue, Suite 3400
Los Angeles, CA 90071
Tel: (213) 626-2311
Fax: (213) 629-4520
Email: dlev@sulmeyerlaw.com
About Advanced Cleanup Technologies
A group of creditors of Advanced Cleanup Technologies, Inc. filed
an involuntary Chapter 7 bankruptcy petition (Bankr. C.D. Calif.
Case No. 21-12762) against the company on April 5, 2021. The
petitioning creditors are GOLO LLC, NEAA Inc., ENAA Inc., Francesco
& Linda Funiciello, Ronnie and Sunny Melendez, Nasser Nando
Ghorchian, Alberto Amiri and Talya Enterprises, Kevin King, and
Michael Funiciello. The creditors are represented by Winthrop
Golubow Hollander, LLP.
On July 2, 2021, the court entered an order converting the case to
one under Chapter 11. Judge Sheri Bluebond oversees the case.
Leslie Cohen Law, PC serves as the Debtor's legal counsel.
Gregory K. Jones is the Chapter 11 trustee appointed in the
Debtor's bankruptcy case. The trustee is represented by
SulmeyerKupetz, A Professional Corporation.
ADVANCED ENVIRONMENTAL: Trustee Taps SulmeyerKupetz as Counsel
--------------------------------------------------------------
Gregory Jones, the Chapter 11 trustee for Advanced Environmental
Group, LLC, seeks approval from the U.S. Bankruptcy Court for the
Central District of California to employ SulmeyerKupetz, A
Professional Corporation as his legal counsel.
The firm's services include:
(a) investigating the Debtor's financial affairs, including an
analysis of the Debtor's assets and liabilities;
(b) assisting the trustee in reviewing and, if necessary,
amending the requisite bankruptcy schedules and statement of
financial affairs for the Debtor's estate; and
(c) performing general legal services for the trustee to
accelerate the administration of the estate in the Chapter 11
case.
The firm's hourly rates are as follows:
Howard M. Ehrenberg $725 per hour
Daniel A. Lev $650 per hour
Asa S. Hami $610 per hour
Paralegals $250 to $275 per hour
The firm will also receive reimbursement for out-of-pocket expenses
incurred.
Daniel Lev, Esq., a partner at SulmeyerKupetz, 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:
Daniel A. Lev, Esq.
SulmeyerKupetz, A Professional Corporation
333 South Grand Avenue, Suite 3400
Los Angeles, CA 90071
Tel: (213) 626-2311
Fax: (213) 629-4520
Email: dlev@sulmeyerlaw.com
About Advanced Environmental Group
A group of creditors of Advanced Environmental Group, LLC filed an
involuntary Chapter 7 bankruptcy petition (Bankr. C.D. Case No.
21-12761) against the company on April 5, 2021.
The petitioning creditors are Innovative Engineering and
Maintenance, Inc., Muni-Fed Energy, Inc., Quinn Rental Services,
Inc., Ronnie and Sunny Melendez, Eric Granit R K Granit Employees
Retirement, Ronald Moore, Nasser Nando Ghorchian, Dr. Iraj Naima,
Jenna Development, Inc., GOLO, LLC, NEAA, Inc., ENAA, Inc., Alberto
Amiri and Talya Enterprises, and the U.S. Trustee. The creditors,
which assert $11,432,307.79 in claims, are represented by Winthrop
Golubow Hollander, LLP.
On July 2, 2021, the court entered an order converting the case to
one under Chapter 11. Judge Sheri Bluebond oversees the case.
Leslie Cohen Law, PC serves as the Debtor's legal counsel.
Gregory K. Jones is the Chapter 11 trustee appointed in the
Debtor's bankruptcy case. The trustee is represented by
SulmeyerKupetz, A Professional Corporation.
ADVANCED MEDIA: Court Confirms Amended Chapter 11 Plan
------------------------------------------------------
Judge Deborah J. Saltzman of the U.S. Bankruptcy Court for the
Central District of California confirmed the Amended Chapter Plan
dated April 13, 2021 of Advanced Media Networks, LLC.
The Debtor's initial post-confirmation status conference will be
held on December 21, 2021 at 11:30 a.m.
Judge Saltzman directed the Debtor to file a post-confirmation
status report no later than 14 days before the initial
post-confirmation status conference.
A copy of the confirmation order is available for free at
https://bit.ly/3xYAwaq from PacerMonitor.com.
Counsel for the Debtor:
Peter T. Steinberg, Esq.
Steinberg, Nutter & Brent, Law Corp.
23801 Calabasas Road, Suite 2031
Calabasas, CA 91302,
Telephone (818) 876-8535
Facsimile: (818) 876-8536
E-mail: mr.aloha@sbcglobal.net
About Advanced Media Networks
Advanced Media Networks, LLC, provides commercial video
conferencing services and a proprietary mobile telecomputer network
for film and television services.
Advanced Media Networks sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-10846) on May 6,
2019. At the time of the filing, Debtor was estimated to have
assets of between $1 million and $10 million and liabilities of the
same range. Judge Deborah J. Saltzman oversees the case. Steinberg
Nutter & Brent, Law Corporation, is Debtor's legal counsel.
ALUMINUM SHAPES: Aug. 26 Deadline Set for Panel Questionnaires
--------------------------------------------------------------
The United States Trustee is soliciting members for an unsecured
creditors committee in the bankruptcy case of Aluminum Shapes,
L.L.C.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a Questionnaire
available at https://bit.ly/3gGKUOj and return it to
tina.l.oppelt@usdoj.gov at the Office of the United States Trustee
so that it is received no later than 12:00 p.m., on Aug. 26, 2021.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About Aluminum Shapes
Aluminum Shapes, L.L.C., is presently engaged in the business of
fabrication and processing of aluminum by extrusion and is the
owner of certain commercial/industrial real estate located at 9000
River Road, Delair, New Jersey.
Jacky Cheung, an Australian national and resident of Vietnam, owns
100% of the membership interests and is the sole member of the
Company.
Aluminum Shapes filed a Chapter 11 bankruptcy petition (Bankr.
D.N.J. Case No. 21-16520) on August 15, 2021, with a deal to sell
the business to Reich Brothers, LLC.
The Debtor estimated $10 million to $50 million in assets and
liabilities as of the bankruptcy filing.
Obermayer Rebmann Maxwell & Hippel LLP, led by Edmond M. George, is
the Debtor's bankruptcy counsel. Riveron Consulting's Winter
Harbor, LLC, is the interim management provider. Cowen And
Company, LLC, is the investment banker. Berwyn Capital Interests
is the restructuring agent.
ALUMINUM SHAPES: Gets $15.5 Million DIP Loan from Tiger Finance
---------------------------------------------------------------
On August 19, 2021, Tiger Finance has closed on a $15.5 million in
debtor-in-possession financing to facilitate the Chapter 11
restructuring of Pennsauken, N.J.-based Aluminum Shapes LLC, a
fully integrated manufacturer and distributor of aluminum products
serving multiple industries.
Aluminum Shapes LLC, which operates a 500,000-square-foot facility
in Pennsauken, filed for Chapter 11 bankruptcy protection on August
15th, 2021 in the U.S. Bankruptcy Court in Camden, New Jersey.
"This short-term, debtor-in-possession loan will be used to
facilitate a restructuring and potential sale process in which
multiple interested parties have already stepped forward," noted
Andrew Babcock, Managing Director, Tiger Finance. "We're excited to
continue working with Aluminum Shapes and believe that, with the
right partner, it has a bright future as a going concern."
Aluminum Shapes operates one of the most comprehensive soft-alloy
aluminum extrusion facilities in North America. At the Pennsauken
plant, the company melts scrap and primary ingot to cast billets
that are then extruded in small, medium, and large presses. Its 200
pieces of fabrication equipment are used to punch holes, execute
precision cuts, create forms, and make welds for highly customized
aluminum products.
"Aluminum Shapes products have been used for scaffolding, pipes,
furniture, fencing, doors, windows, street signs, HVAC ducts,
stadium seating, automotive trim, and even domes for major arenas,
to name a few of the many applications," Babcock said.
An in-depth understanding of Aluminum Shapes' real estate and
specialized machinery and equipment enabled Tiger Finance to close
the deal under aggressive timelines and funding requirements. "We
were able to act decisively because we understood the global asset
value in play," said Bob DeAngelis, Executive Managing Director.
"It's another example of Tiger thinking creatively and acting
proactively to serve our clients."
"We are grateful to Tiger for continuing to support the company
through this restructuring process," said Jordan Meyers, interim
CFO of Aluminum Shapes. "This gives us the liquidity we need to
determine the best course of action for the Company and to maximize
the value of these assets."
Tiger Finance is a division of Tiger Capital Group, which
specializes in the provision of secured debt financing and equity
investments, as well as comprehensive appraisals for the ABL
industry and the disposition of consumer and industrial assets.
About Aluminum Shapes
Aluminum Shapes, L.L.C., is presently engaged in the business of
fabrication and processing of aluminum by extrusion and is the
owner of certain commercial/industrial real estate located at 9000
River Road, Delair, New Jersey.
Jacky Cheung, an Australian national and resident of Vietnam, owns
100% of the membership interests and is the sole member of the
Company.
Aluminum Shapes filed a Chapter 11 bankruptcy petition (Bankr.
D.N.J. Case No. 21-16520) on August 15, 2021, with a deal to sell
the business to Reich Brothers, LLC.
The Debtor estimated $10 million to $50 million in assets and
liabilities as of the bankruptcy filing.
Obermayer Rebmann Maxwell & Hippel LLP, led by Edmond M. George, is
the Debtor's bankruptcy counsel. Riveron Consulting's Winter
Harbor, LLC, is the interim management provider. Cowen And
Company, LLC, is the investment banker. Berwyn Capital Interests
is the restructuring agent.
ALVIN ESCUE: Baldwin Cty. BOE Buying Silverhill Property for $946K
------------------------------------------------------------------
Alvin Escue and Phyllis Escue ask the U.S. Bankruptcy Court for the
Western District of Texas to authorize the sale of approximately 74
acres of real property located in Silverhill, Alabama, to Baldwin
County Board of Education for $946,000, free and clear of all
liens, claims and other encumbrances.
Prior to the Petition date, Debtor Phillis Escue owned the
Property. The Property is zoned agriculture and contains a
single-family residence.
The Debtors transferred the Property to the Escue Family Trust via
quitclaim deed on Aug. 28, 2019. The beneficiaries have signed
agreements to terminate the Trust.
On April 27, 2021, the Debtors filed a Motion for an Administrative
Order Approving Sale and Bid Procedure Pursuant to Sections 105(3),
363 and 365 of the Bankruptcy Code. The purpose of the motion was
to establish a procedure to allow for the solicitation of bids and
a procedure to encourage competitive bidding on the Silverhill,
Alabama, property the Debtors desired to sell.
On June 14, 2021, the Court granted the Bid Procedures Motion and
entered the Bid Procedure Order which established sale and bid
procedure with respect to the sale of property which the Debtors
desired to sell. The Bid Procedure authorized the Debtors to market
and conduct a sale of their property through Tranzon's official
auctioneer, as set forth in the Bid Procedure Order.
The Debtors have obtained the real estate contract at arm's-length
with the Buyer. The Debtors seek to sell the Silverhill, Alabama
property for a gross purchase price of $946,000. Included in the
purchase price is the Buyer's premium of $86,000. In connection
with the sale of the property, the Debtors also agreed to pay the
marketing costs incurred-by the auctioneer in an amount up to
$10,000.
The purchased property is being conveyed by the Debtors "as is"
with no express or implied warranties and that the net sale
proceeds, after payment of all outstanding property taxes,
mortgages and liens, and regular and customary closing costs,
recording fees to the extent applicable, and any amounts required
to be paid pursuant to the Agreements, will at closing be paid to
the Trustee.
The Debtors were unable to confirm a plan of reorganization prior
to the sale but believe the plan will be confirmed by the
acceptance method. They believe that the proposed Agreement is in
their best interest, their estate, and their creditors.
The Debtors ask that the approval order will be a final and
appealable order as to which there is no just reason for delay in
its implementation, as to which a judgment should be entered
immediately and that, such order should not be stayed pursuant to
Fed. R. Bankr. P. 6004(h) and that for purposes of Fed. R. Bankr.
P. 7062, is an order authorizing sale of property of the estate
under 11 U.S.C. Section 363 and authorizing the assumption and
assignment of unexpired leases and executory contracts under 11
U.S.C. Section 365.
The Debtors pray that, after notice and hearing, the Court enters
an order approving the sale of the property pursuant to the terms
of the Agreement.
A copy of the Contract is available at https://tinyurl.com/5c32x6ud
from PacerMonitor.com free of charge.
The Chapter 11 case is In re Alvin Escue and Phyllis Escue (Banks.
W.D. Tex. Case No. 20-11294).
BASIC ENERGY: Berry to Buy California Business
----------------------------------------------
Berry Corporation (bry) (NASDAQ: BRY) on Aug. 17, 2021, announced
that it has entered into an asset purchase agreement ("APA") as a
"stalking horse" bidder to acquire substantially all the assets
comprising Basic Energy Services' California business lines in
connection with Basic's bankruptcy proceeding.
Specifically, under the terms of the APA, bry would acquire Basic's
well servicing, specialized completion and remedial services, and
water logistics services businesses in California. Much of Basic's
California business today is known as C&J Well Services and was
originally established in San Angelo, Texas, in 1948 by Frank Pool
as Pool Well Services.
"This is a unique opportunity to expand our role in California's
energy transition while growing bry's business in a way that
enhances our current operations and contributes a diversified
revenue stream. This investment in profitable business lines at an
accretive valuation for our shareholders demonstrates our
commitment to grow opportunistically while endeavoring to be the
best operator and support the state’s high-priority environmental
goals. Having these capabilities in-house will also enable us to
optimize bry's accelerated well plugging and abandonment program,
as well as our growing well workover efforts, in keeping with our
environmental commitments," said Trem Smith, bry's board chair and
CEO.
Smith continued, "We are excited to partner with Jack Renshaw, an
industry veteran with over 35 years' experience providing these
services in California and Basic’s current senior vice president
of the Western Division, who will continue to lead this business as
a separate division from bry's E&P operations. With Jack's
leadership of the experienced workforce, we expect a seamless
transition with no interruption of best-in-class services to their
customers."
"The California assets that bry is bidding on represent only a
portion of Basic's business and our bid price for these business
lines is not a financially material investment for bry. However,
given the public nature of the bankruptcy process and robust
disclosures that are required, we wanted to inform bry's
shareholders of the strategic merits of this deal to bry,"
concluded Smith.
The potential acquisition, if closed, would be accretive to the
existing bry portfolio, provide additional, cost-effective in-house
capabilities for well servicing, including workovers and plugging
and abandonment, and create a growth opportunity through helping
the state properly plug and decommission the significant portfolio
of orphan and idle wells in California, estimated to be a $6
billion dollar market, as well as the idle wells of other
operators. Pursuant to the APA, Basic has agreed to seek approval
of bry as the "stalking horse" bidder for these assets from the
U.S. Bankruptcy Court for the Southern District of Texas. The APA
is subject to Court approval and any higher or better offers
pursuant to the bidding procedures and deadlines approved by the
Court. Bry intends to fund the $27 million purchase price with
cash on hand upon completion of a successful bid process.
About Berry Corporation (bry)
Bry is a publicly traded (NASDAQ: BRY) western United States
independent upstream energy company with a focus on the
conventional, long-lived oil reserves in the San Joaquin basin of
California. On the Web: http://www.bry.com/
About Basic Energy Services
Basic Energy Services -- http://www.basices.com/-- provides
wellsite services essential to maintaining production from the oil
and gas wells within its operating areas. The Company's operations
are managed regionally and are concentrated in major United States
onshore oil-producing regions located in Texas, California, New
Mexico, Oklahoma, Arkansas, Louisiana, Wyoming, North Dakota,
Colorado and Montana. Specifically, the Company has a significant
presence in the Permian Basin, Bakken, Los Angeles and San Joaquin
Basins, Eagle Ford, Haynesville and Powder River Basin.
Basic Energy Services, Inc., and 12 affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 21-90002) on Aug. 17,
2021. The Company disclosed total assets of $331 million and debt
of $549 million as of March 31, 2021.
The Hon. David R. Jones is the case judge.
The Debtors tapped WEIL, GOTSHAL & MANGES LLP as counsel;
ALIXPARTNERS LLP as restructuring advisor; and LAZARD FRERES &
COMPANY as financial advisor. PRIME CLERK is the claims agent.
BASIC ENERGY: Davis Polk, Rapp Represent Term Lenders
-----------------------------------------------------
In the Chapter 11 cases of Basic Energy Services, Inc., et al., the
law firms of Davis Polk Wardwell LLP and Rapp & Krock, PC submitted
a verified statement under Rule 2019 of the Federal Rules of
Bankruptcy Procedure, to disclose that they are representing the Ad
Hoc Group of Noteholders.
The Ad Hoc Group of Noteholders formed by certain holders of (a)
10.75% Senior Secured Notes due 2023 issued pursuant to that
certain Indenture, dated as of October 2, 2018 among Basic Energy
Services, Inc., as Issuer, and UMB Bank, N.A., as Trustee and
Collateral Agent and (b) loans under that certain Super Priority
Credit Agreement dated as of May 3, 2021, by and among Basic, the
Term Loan Lenders party thereto, and Cantor Fitzgerald Securities,
as Administrative Agent, some Members of which also committed to
make term loans available to the Debtors under that certain Debtor
in Possession Secured Multi-Draw Term Promissory Note, dated as of
August 18, 2021, by and among Basic Energy Services, Inc., as
Borrower, the DIP Lenders from time to time party thereto, and
Guggenheim Credit Services, LLC, as Agent.
In or around October 2020, the Ad Hoc Group engaged Davis Polk to
represent it in connection with the Members' holdings of Notes. In
May 2021, the Ad Hoc Group engaged Rapp & Krock to act as
co-counsel in these Chapter 11 Cases.
As of Aug. 13, 2021, members of the Ad Hoc Group and their
disclosable economic interests are:
ARBOUR LANE CAPITAL MANAGEMENT LP
700 Canal Street, 4th Floor
Stamford, Connecticut 06902
* $8,975,000.00 in aggregate principal amount of Notes
* $316,471.46 in aggregate principal amount of Term Loans
* Commitments to fund $1,782,017.00 in aggregate principal amount
of DIP Term Loans
GOLDMAN SACHS & CO. LLC
200 West Street, 27th Floor
New York, NY 10282
* $51,293,000.00 in aggregate principal amount of Notes
* $1,808,663.39 in aggregate principal amount of Term Loans
GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT HOLDINGS, LLC
227 W Monroe Street, Suite 4900
Chicago, IL 60606
* $111,634,000.00 in aggregate principal amount of Notes
* $3,939,254.26 in aggregate principal amount of Term Loans
* Commitments to fund $22,195,093.00 in aggregate principal amount
of DIP Term Loans
WHITEBOX ADVISORS LLC
3033 Excelsior Blvd., Suite 500
Minneapolis, MN 55416
* $55,516,000.00 in aggregate principal amount of Notes
* $1,957,571.80 in aggregate principal amount of Term Loans
* Commitments to fund $11,022,890.00 in aggregate principal amount
of DIP Term Loans
Counsel to the Ad Hoc Group can be reached at:
RAPP & KROCK, PC
Henry Flores, Esq.
Kenneth M. Krock, Esq.
1980 Post Oak Blvd., Suite 1200
Houston, TX 77056
Telephone: (713) 759-9977
Facsimile: (713) 759-9967
Email: hflores@rappandkrock.com
- and -
DAVIS POLK & WARDWELL LLP
Damian S. Schaible, Esq.
Elliot Moskowitz, Esq.
Adam L. Shpeen
450 Lexington Avenue
New York, NY 10017
Telephone: (212) 450-4000
Facsimile: (212) 701-5800
Email: damian.schaible@davispolk.com
elliot.moskowitz@davispolk.com
adam.shpeen@davispolk.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3CVoUse
About Basic Energy Services
Basic Energy Services -- http://www.basices.com/-- provides
wellsite services essential to maintaining production from the oil
and gas wells within its operating areas. The Company's operations
are managed regionally and are concentrated in major United States
onshore oil-producing regions located in Texas, California, New
Mexico, Oklahoma, Arkansas, Louisiana, Wyoming, North Dakota,
Colorado and Montana. Specifically, the Company has a significant
presence in the Permian Basin, Bakken, Los Angeles and San Joaquin
Basins, Eagle Ford, Haynesville and Powder River Basin.
Basic Energy Services, Inc., and 12 affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 21-90002) on Aug. 17,
2021. The Company disclosed total assets of $331 million and debt
of $549 million as of March 31, 2021.
The Hon. David R. Jones is the case judge.
The Debtors tapped WEIL, GOTSHAL & MANGES LLP as counsel;
ALIXPARTNERS LLP as restructuring advisor; and LAZARD FRERES &
COMPANY as financial advisor. PRIME CLERK is the claims agent.
BASIC ENERGY: Moody's Withdraws Ca CFR Amid Bankruptcy Filing
-------------------------------------------------------------
Moody's Investors Service is withdrawing Basic Energy Services,
Inc.'s ratings, including its D-PD Probability of Default Rating,
Ca Corporate Family Rating, SGL-4 Speculative Grade Liquidity
Rating, and C (LGD5) senior secured rating. The outlook has been
changed to ratings withdrawn, from negative.
This action follows the company's commencement of chapter 11
proceedings.
RATINGS RATIONALE
On August 17, 2021, Basic announced that it has commenced voluntary
Chapter 11 proceedings in the U.S. Bankruptcy Court for the
Southern District of Texas [1]. Moody's will withdraw all of
Basic's ratings, and no changes to the ratings are expected prior
to the withdrawal.
Fort Worth, TX based Basic Energy Services provides well site
services to oil and natural gas producing companies in the United
States. Basic's services include completion and remedial services,
fluid services, well servicing and water logistics.
BOSTON DONUTS: Wins Cash Collateral Access Thru Nov 4
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts has
authorized Boston Donuts, Inc. and its affiliates to continue using
cash collateral on an interim basis through the earlier of November
4, 2021, or further Court order.
The Debtors are permitted to use cash collateral solely up to the
amounts stated for any line item for the purposes identified in the
Budget, with a 10% variance or as expressly consented to in advance
in writing by the Secured Parties, with notice to the U.S.
Trustee.
Hometown Bank, Quickstone Capital, and the Massachusetts Department
of Revenue (MDOR) were granted a continuing post-petition
replacement lien and security interest in all post-petition
property of the estate of the same type against which they held
validly perfected liens and security interest as of the Petition
Date. The Replacement Liens will maintain the same priority,
validity and enforceability as the liens on the collateral and will
be recognized only to the extent of any diminution in the value of
the collateral.
A continued telephonic hearing on the matter is scheduled for
November 4 at 10 a.m.
The Debtors are directed to file and serve a Notice of Supplement
to the Cash Collateral Motions, which will include an updated
3-month budget for each of the Debtors; reconciliations setting
forth the actual receipts and disbursements of each of the Debtors
versus budgeted amounts on a line-item basis; and a proposed form
of order regarding continued use of cash collateral.
A copy of the order is available at and the Debtors' budget is
available at https://bit.ly/3yM80Ka from PacerMonitor.com.
The Debtors project $14,076 in gross profit and $12,322 in total
administrative expenses for August 2021.
About Boston Donuts, Inc.
Boston Donuts, Inc., generates revenues by manufacturing and
selling donuts. The Company sought Chapter 11 protection (Bankr.
D. Mass. Lead Case No. 19-41141) on July 11, 2019, along with its
debtor-affiliates Costa Cafe Inc., Maple Avenue Donuts, Inc., W&E
Trust, Inc., and EOR Holding Corporation. Their cases are jointly
administered.
Judge Christopher J. Panos oversees the case.
James P. Ehrhard, Esq., at Ehrhard & Associates, P.C., represents
the Debtors as counsel.
BOSTON SOLUTIONS: Wins Cash Collateral Access
---------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana,
Indianapolis Division, has authorized Boston Solutions, Inc. and
Chef JJ's Downtown LLC to use cash collateral on a final basis in
accordance with the budget, with a 15% variance.
The Bankruptcy Court previously authorized Boston Solutions and
Chef JJ's to use cash collateral on an interim basis through July
30, 2021, in accordance with the budget, with a 15% variance.
The Court says these forms of adequate protection will be provided
to First Merchants Bank:
a. Chef JJ's will guaranty Boston Solutions' obligations to FMB;
b. Boston Solutions will maintain its depository account XX1445
with FMB and will continue to make its regular and customary
business banking deposits into said account;
c. Chef JJ's will maintain its depository account XX5620 with FMB
and will continue to make its regular and customary business
banking deposits into said account;
d. Boston Solutions will use the proceeds of the second PPP loan in
accordance with the proposed Budget and the SBA's requirements for
PPP loan forgiveness;
e. Boston Solutions will make any loan payments to FMB as required
by the Promissory Note dated February 26, 2021 executed by Boston
Solutions in favor of First Merchants in the amount of $ 101,517.50
evidencing the second PPP loan;
f. Boston Solutions and Chef JJ's will continue to report their
expenditures to FMB on a bi-weekly basis to show their compliance
with their proposed Budget and the terms of this Final Order until
the second PPP loan has been forgiven. The next report will be
filed on or before August 27, 2021. The report will show the total
cash collateral as of the Petition Date and the total value of the
Debtors' property subject to the Adequate Protection Liens as of
the date of each report;
g. Boston Solutions will promptly apply to the SBA tor forgiveness
of the second PPP Loan once the conditions for forgiveness have
been satisfied; and
h. Pursuant to Sections 361 and 363(e) of the Bankruptcy Code, FMB
is granted first and prior liens in the Cash Collateral and in the
post-petition accounts, deposit accounts, inventory, cash, cash
proceeds, and payment intangibles of the Debtors, retroactive to
the Petition Date. The Adequate Protection Liens will be valid and
fully perfected without any further action by any party and without
the execution or the recordation of any control agreements,
financing statements, security agreements or other documents.
In the event that there is any default in the terms of the Final
Order, then FMB is authorized to institute administrative holds on
the Debtors' deposit accounts without notice or further order of
the Court. Such action by FMB will not constitute a violation of
the automatic stay.
If confirmation has not occurred prior to November 1, the Debtors
will file a notice with an extended cash use budget attached. The
notice will provide a 10-day period to object. If an objection is
filed, a hearing will be set prior to November 15. If no objection
is filed, then Debtors will be authorized to use Cash Collateral
through the period of, and in accordance with, the extended budget
on the same terms and conditions contained in the final order.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3CXbiN1 from PacerMonitor.com.
The Debtor projects $5,100 in total cash sales and $2, 390 in total
cash out flows for the week beginning August 23.
About Boston Solutions Inc.
Boston Solutions Inc. sought protection under Chapter 11 of the U.S
Bankruptcy Code (Bankr. S.D. Ind. Case No. 21-03158) on July 8,
2021. In the petition signed by Jeremy J. Boston, president, the
Debtor disclosed up to $500,000 in both assets and liabilities.
Judge Robyn L. Moberly oversees the case.
Morgan A. Decker, Esq., at Rubin and Levin PC, is the Debtor's
counsel.
BOY SCOUTS OF AMERICA: Claimants Want Disclosed Coverage Positions
------------------------------------------------------------------
Claimants represented by Spagnoletti Law Firm, in an objection
filed with the U.S. Bankruptcy Court for the District of Delaware,
with respect to the Disclosure Statement of the Boy Scouts of
America and Delaware BSA, LLC, complained, among other things, that
the Disclosure Statement fails to explain the material risks
arising from "hotly disputed" coverage positions asserted by the
Debtors' and non-debtor Protected Parties' carriers that, if
successful in whole or in part, could substantially limit or
eliminate insurer contributions and significantly reduce amounts
claimants could recover from the Trust.
Marc Evan Kutner, Esq., at Spagnoletti Law Firm, counsel for the
Claimants noted that the Disclosure Statement goes to great lengths
to make abuse survivors believe there is a chance they will
actually receive 100% of the value assigned by the TDP, but it
fails to disclose how Claimants will fare if the insurers prevail
on one or more of their "coverage defenses."
A number of coverage defenses are aimed at eliminating coverage
entirely. According to Mr. Kutner, some insurers contend that
pursuing a bankruptcy to address the abuse liabilities and
negotiate a proposed settlement, without first obtaining insurer
consent, violates the cooperation obligations of the policyholders
and results in the forfeiture of coverage. Instead of viewing the
bankruptcy process as a legitimate means of addressing decades of
sexual abuse nationwide, the insurers would transform the
bankruptcy into a coverage forfeiture event. Although Claimants
reject this contention, it has been asserted and should be
identified and addressed in the Disclosure Statement as a material
risk that the insurers are seeking to shift onto abuse survivors.
However, the position of the insurers in this regard has been
asserted and should be identified and addressed in the Disclosure
Statement, he said.
Another argument raised by insurers challenges the assignment of
insurance policies to the Trust -- a cornerstone of the Plan -- as
violative of the insurance contracts. The insurers continue to
challenge assignments of non-debtor policies, an area that remains
unsettled.
Other coverage defenses may not eliminate coverage entirely but
seek to reduce available coverage substantially. The Debtors fail
to disclose or discuss the insurers' argument that value assigned
to the creditors' claim under the TDP are not binding on the
insurers and that their duty to indemnify their insureds may be
capped at the amounts their insureds paid into the Trust. The
Disclosure Statement must disclose these material risks so abuse
survivors can decide whether to vote in favor of a plan that leaves
these issues unresolved.
Accordingly, the Claimants seek that the Court order the Debtors to
modify the Disclosure Statement, the Plan, and the Solicitation
Procedures to address the coverage positions asserted by liability
insurers that could substantially limit or eliminate insurer
contributions and significantly reduce amounts Claimants could
recover.
A copy of the objection is available for free at
https://bit.ly/3iQIiyA from Omni Agent Solutions, claims agent.
Counsel for the Claimants:
Sally E. Veghte, Esq.
Klehr Harrison Harvey Branzburg LLP
919 N. Market Street, Suite 1000
Wilmington, DE 19801
Telephone: (302) 552-5503
Email: sveghte@klehr.com
- and -
Morton Branzburg, Esq.
Klehr Harrison Harvey Branzburg LLP
1835 Market Street, Suite 1400
Philadelphia, PA 19103
Telephone: (215) 569-2700
Email: mbranzburg@klehr.com
- and -
Marc Evan Kutner, Esq.
Spagnoletti Law Firm
401 Louisiana Street, 8th Floor
Houston, TX 77002-1629
Telephone: (713) 653-5600
E-mail: mkutner@spaglaw.com
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BOY SCOUTS OF AMERICA: Gair Claimants Want 'Say' re Settlement
--------------------------------------------------------------
Claimants represented by Gair, Gair, Conason, Rubinowitz, Bloom,
Hershenhorn, Steigman & Mackauf, filed an objection with the U.S.
Bankruptcy Court for the District of Delaware with respect to the
Disclosure Statement of the Boy Scouts of America and Delaware BSA,
LLC.
Peter J. Saghir, Esq., at Gair, Gair, Conason et al., counsel for
the Claimants related that the Debtors' Disclosure Statement and
Plan indicate that a post-confirmation trustee can enter into
settlements that will release and enjoin current and future claims
against non-debtor Chartered Organizations. However, neither
creditors who actually hold abuse claims against such Chartered
Organizations, nor the Bankruptcy Court, will have any say in
approving that settlement or the modification of the Court's
Channeling Injunction. Impacted creditors have no right to vote on
that relief, and the Court will not be asked to (or be in a
position to) find that the expansion of its Channeling Injunction
to cover a new Protected Party is fair and equitable or that an
overwhelming number of impacted creditors support the relief, he
said.
These procedures, according to Mr. Saghir, are wholly inadequate to
protect the rights of the parties being enjoined. Disclosure must
be made as to the identity of any third party non-debtor Chartered
Organization that becomes a Protected Party under the Plan and the
contribution being made to obtain the protection of the Court's
Channeling Injunction before the votes are cast and the votes of
impacted creditors separately tallied so that the Court can
determine whether there is overwhelming support from impacted
creditors, or, in the alternative, if a settlement with a Chartered
Organization is reached post-confirmation that provides for the
modification of the Court's Channeling Injunction to include that
Chartered Organization as a Protected Party, after notice and an
opportunity for a hearing to assess the fairness of such
post-confirmation settlement to all affected claimants, the Court
can determine whether the necessary overwhelming majority of
affected claimants support the proposed expansion of the Channeling
Injunction.
Accordingly, the Claimants asked the Court to order the Debtors to
modify the Disclosure Statement, the Plan, and the Solicitation
Procedures so that disclosure and opportunity to object to the
fairness of any proposed settlement for a Chartered Organization be
afforded to all affected claimants before such a Chartered
Organization can be deemed a Protected Party under the Court's
Channeling Injunction.
A copy of the objection is available for free at
https://bit.ly/3iULLfK from Omni Agent Solutions, claims agent.
Counsel for the Claimants:
David M. Klauder, Esq.
Bielli & Klauder, LLC
1204 N. King Street
Wilmington, DE 19801
Telephone: (302) 803-4600
Facsimile: (302) 397-2557
Email: dklauder@bk-legal.com
- and -
Peter J, Saghir, Esq.
Gair, Gair, Conason, Rubinowitz,
Bloom, Hershenhorn, Steigman & Mackauf
80 Pine Street, 34th Floor
New York, NY, 10005
Telephone: (212) 943-1090
Facsimile: (212) 425-7513
E-mail: psaghir@gairgair.com
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BOY SCOUTS OF AMERICA: Insurers Await Judge Ruling as Hearings End
------------------------------------------------------------------
Randall Chase of Insurance Journal reports that a year and a half
after the Boy Scouts of America sought bankruptcy protection amid
an onslaught of child sex abuse lawsuits, a Delaware judge is
poised to issue a ruling that could determine whether the
organization might emerge from bankruptcy later this 2021.
Following a three-day hearing that ended Monday, August 16, 2021,
the judge is mulling whether the Boy Scouts can pursue an $850
million agreement with attorneys representing a majority of the
82,500 abuse claimants in the case. Failure to win approval of the
agreement could throw the case into chaos.
The agreement involves the national Boy Scouts organization, the
roughly 250 local Boy Scout councils, the official victims
committee, and law firms representing some 70,000 men who say they
were molested as youngsters by Scoutmasters and others.
The Texas-based Boy Scouts have proposed contributing up to $250
million in cash and property to a fund for abuse victims. Local
councils, which run day-to-day operations for Boy Scout troops,
would contribute $600 million. The national organization and
councils also would transfer their rights to Boy Scout insurance
policies to the victims fund. In return, they would be released
from further liability for abuse claims.
The agreement is opposed by insurers that issued policies to the
Boy Scouts and local councils, other law firms representing
thousands of abuse victims, and various church denominations that
have sponsored Boy Scouts troops.
Here is a look at some of the key issues that Judge Laura Selber
Silverstein must address:
BUSINESS JUDGMENT
The overarching issue is whether the Boy Scouts of America
exercised proper business judgment in entering into the agreement.
Under Delaware's business judgment rule, courts presume that
directors are acting in the best interests of the corporation
unless there is evidence that they shirked their duties, had
conflicts or acted in bad faith.
“This board worked very hard, informed itself and used due care
in rendering its business decision,” Jessica Lauria, lead
bankruptcy attorney for the Boy Scouts, said Monday.
Insurers and other opponents of the proposed agreement argued that
the BSA board never adopted a resolution approving the agreement
and delegated decision-making authority to subcommittees. They also
said the Boy Scouts CEO and board chairman acknowledged not
reviewing key elements of the agreement before approving it.
Opponents also contend that Boy Scout officials did not consider
the agreement's impact on the sponsoring organizations, which
remain vulnerable under the agreement to lawsuits by abuse
claimants.
HARTFORD SETTLEMENT
In the proposed agreement, the Boy Scouts are seeking permission to
back out of a settlement they reached in April with one of their
insurers, The Hartford. The Hartford agreed to pay $650 million
into the victims fund in exchange for being released from any
further obligations.
The Boy Scouts have described the settlement as reasonable but now
want to back out because of opposition by attorneys for abuse
claimants, who say their clients would never support a plan that
includes it.
Lauria argued that all of the conditions needed for the Hartford
settlement to take effect have not been met, and the Boy Scouts
should therefore be allowed to withdraw.
Attorneys for the Hartford say the settlement, which was signed in
April, is binding and requires the Boy Scouts to cooperate in good
faith and seek its approval. Allowing the Boy Scouts to walk away
would set a dangerous precedent and would disincentivize settlement
negotiations in future cases, they said.
"Why shouldn't parties be bound in some fashion by agreements they
enter?" Silverstein asked Monday, August 16, 2021, adding that the
issue presented was "challenging."
PROFESSIONAL FEES
Supporters of the agreement include 27 law firms affiliated with an
ad hoc group called the Coalition of Abused Scouts for Justice,
which has dominated the flow of the case despite the presence of an
official victims committee. Those firms represent about 63,000
abuse claimants.
Under the agreement, the Boy Scouts would reimburse up to $10.5
million in fees and expenses incurred since July 2020 by law firms
representing the coalition, and $950,000 a month going forward
until a reorganization plan takes effect.
Critics of the fee arrangement say it raises both ethical and legal
issues, and that the proposed payments to the law firms are the
real impetus behind the agreement.
David Buchbinder, an attorney representing the U.S. bankruptcy
trustee, argued the law firms representing the coalition haven’t
proven they have made the required "substantial contribution" to
the bankruptcy case that would merit fee reimbursement, or even
provided documentation to support the proposed fees.
"The amazing testimony was that the debtor (the Boy Scouts) didn't
even look at the underlying fees. They weren't produced,"
Buchbinder said.
TIMELINE
If Silverstein approves the agreement, the next step will be a
hearing starting Aug. 25. 2021 to decide whether to approve a
disclosure statement that explains the reorganization plan to
creditors. Approval of the disclosure statement is required before
ballots can be sent to abuse claimants to vote on a plan.
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BOY SCOUTS OF AMERICA: KJS Claimants Seek Changes to Disclosures
----------------------------------------------------------------
Claimants represented by Kralovec, Jambois & Schwart, in an
objection filed with the U.S. Bankruptcy Court for the District of
Delaware, with respect to the Disclosure Statement of the Boy
Scouts of America and Delaware BSA, LLC, contended, among other
things, that the Disclosure Statement must incorporate adequate
information about the liquidation value of direct abuse claims
against non-debtors released by the Plan so that individual
claimants may assess the Debtors' compliance with the best
interests of the creditors test.
Allen N. Schwartz, Esq., at Kralovec, Jambois & Schwartz, counsel
for the Claimants related that under the best interest of the
creditors test, each claimant is entitled to receive value under
the Plan that is at least equal to its rights in liquidation.
In making that calculation the Court, he said, must consider the
value of rights against non-debtors that are released under the
terms of the Plan. In a case where claims are being released under
the chapter 11 plan but would be available for recovery in a
chapter 7 case, the released claims must be considered as part of
the analysis in deciding whether creditors fare at least as well
under the chapter 11 plan as they would in a chapter 7
liquidation.
Mr. Schwartz cited that In re Quigley Co., the plan violated best
interest test because the debtor's liquidation analysis did not
reflect that some creditors would retain their rights to sue the
solvent non-debtor parent in a chapter 7 liquidation, rights
released under the chapter 11 plan. In Quigley, as here, he said,
the plan also violated Section 1123(a)(4)'s equal treatment
requirement even though all class members received the same 7.5%
pro rata distribution, because only some of those creditors were
being compelled to give up their valuable derivative claims --
which other creditors in that class had already surrendered -- to
get the same 7.5% distribution. The court concluded that just as
the retention of the derivative claim in a Quigley chapter 7
results in the violation of the "best interest" test, the compelled
surrender of the derivative claim in a Quigley chapter 11 results
in "unequal treatment" under Section 1123(a)(4). The same is true
here, he said. Section 1123(a)(4) of the Bankruptcy Code provides
that notwithstanding any otherwise applicable non-bankruptcy law, a
plan shall provide the same treatment for each claim or interest of
a particular class, unless the holder of a particular claim or
interest agrees to a less favorable treatment of such particular
claim or interest.
Mr. Schwartz contended that the Disclosure Statement's liquidation
analysis is fatally flawed because it does not explain the factual
or legal basis for the Debtors' (or Local Councils') belief that
certain assets of the Local Councils are restricted, or indicate
how much each Local Council will contribute from their (admittedly
unrestricted) assets.
According to Mr. Schwartz, the Debtors' liquidation analysis shows
many Local Councils with significant unrestricted assets, including
seven Local Councils with over $30 million in unrestricted net
assets. These Local Councils, alone, have at least $293,303,014 in
unrestricted net assets. According to the Debtors' liquidation
analysis, the 13 wealthiest Local Councils have unrestricted net
assets that exceed $500 million. Yet the Debtors suggest all 251
Local Councils should receive releases of current and future claims
for a total of $600 million, he complained.
Accordingly, the Court should order the Debtors to modify the
Disclosure Statement, the Plan, and the Solicitation Procedures so
that proper disclosure is made, among other things, of the assets
and liabilities of Local Councils (and any Protected Party) such
that direct abuse claimants can meaningfully assess whether the
Plan meets the best interests of creditors test.
A copy of the objection is available for free at
https://bit.ly/3yT1ocY from Omni Agent Solutions, claims agent.
Counsel for the Claimants:
Allen N. Schwartz, Esq.
Jeffrey Li, Esq.
Kralovec, Jambois & Schwartz
4th Floor, The Goodman Theatre Building
60 W. Randolph St.
Chicago, IL 60601
Telephone: (312) 782-2525
Facsimile: (312) 855-0068
Email: jli@kjs-law.com
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BOY SCOUTS OF AMERICA: More Abuse Survivors Oppose Disclosures
--------------------------------------------------------------
Claimants represented by Jacobs & Crumplar, P.A. and The Neuberger
Firm oppose the Disclosure Statement filed by the Boy Scouts of
America and Delaware BSA, LLC.
The Claimants object to the adequacy of the Disclosure Statement,
among other things, because it fails to explain the material risks
arising from coverage positions asserted by the Debtors' and
non-debtor Protected Parties' carriers that, if successful in whole
or in part, could substantially limit or eliminate insurer
contributions and significantly reduce amounts claimants could
recover from the Trust.
Thomas C. Crumplar, Esq., at Jacobs & Crumplar, P.A., counsel for
the Claimants related that a number of coverage defenses, if
successful, could potentially eliminate insurer recoveries
altogether, and others could reduce amounts available to Claimants.
Although the Claimants believe these self-serving coverage
defenses are incorrect in the context of this case, court decisions
throughout the country have not been uniform in addressing them.
Accordingly, abuse survivors must understand the nature of these
risks and that the insurers are well-funded, experienced in
contesting abuse claims in the court system, and fully prepared to
engage in protracted litigation over their policy obligations.
Moreover, the agreement of the Local Councils to resolve their
liability without the applicable insurers' involvement and the
transfer of the Local Council's insurance rights to the Trust
trigger additional coverage defenses that could further diminish
the recovery from the insurers from what a claimant could achieve
today. No abuse survivor should read the Disclosure Statement and
believe they will receive up to 100% of their claim awarded through
the TDP and matrix values without generally understanding these
risks, Mr. Crumplar pointed out.
Accordingly, the Claimants asked the Court to order the Debtors to
modify the Disclosure Statement, the Plan, and the Solicitation
Procedures so that proper disclosure is made, among other things,
of the assets and liabilities of Local Councils (and any Protected
Party) such that direct abuse claimants can meaningfully assess
whether the Plan meets the best interests of creditors test.
A copy of the objection is available for free at
https://bit.ly/3gaM0S4 from Omni Agent Solutions, claims agent.
Claimants represented by Morgan & Morgan, P.A. join the objections.
A copy of the joinder is available for free at
https://bit.ly/3mc2sp2 from Omni Agent Solutions, claims agent.
Counsel for Claimants:
Thomas C. Crumplar, Esq.
Raeann Warner, Esq.
Jacobs & Crumplar, P.A.
750 Shipyard Dr., Suite 200
Wilmington, DE 19801
Telephone: (302) 656-5445
Facsimile: (302) 656-5875
Email: Raeann@jcdelaw.com
Tom@jcdelaw.com
- and -
Thomas S. Neuberger, Esq.
Stephen J. Neuberger, Esq.
The Neuberger Firm
17 Harlech Drive
Wilmington, DE 19807
Telephone: 302-655-0582
Facsimile: 302-656-5875
Email: tsn@neubergerlaw.com
sjn@neubergerlaw.com
- and -
David M. Klauder, Esq.
Bielli & Klauder, LLC
1204 N. King Street
Wilmington, DE 19801
Telephone: (302) 803-4600
Facsimile: (302) 397-2557
Email: dklauder@bk-legal.com
- and -
Paul L. SanGiovanni, Esq.
John R. Rutledge, Esq.
Morgan & Morgan, P.A.
Business Trial Group
20 N. Orange Ave., 15th Floor
Orlando, FL 32801
Telephone: (407) 420-1414
Facsimile: (407) 245-3394
E-mail: psangi@forthepeople.com
jrutledge@forthepeople.com
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BOY SCOUTS OF AMERICA: Nettle Morris' Claimants Oppose Disclosures
------------------------------------------------------------------
Claimant E.G.W. represented by Nettles Morris Law Firm, together
with other Claimants, filed with the U.S. Bankruptcy Court for the
District of Delaware an objection to the Disclosure Statement of
the Boy Scouts of America and Delaware BSA, LLC.
"The Plan is not nearly ready to be put out for a vote," Brian D.
Nettles, Esq., at Nettles Morris, counsel for the Claimants said.
Mr. Nettles pointed out certain critical flaws, which if not
remedied, he said, will render it impossible to confirm the Plan
because the solicitation and vote tabulation will have been
conducted in an unlawful manner.
Accordingly, the Claimants asked the Court to order the Debtors to
modify the Disclosure Statement, the Plan, and the Solicitation
Procedures to address the following issues:
(1) There should be proper segregation and weighting of the
votes of the holders of timely direct abuse claims to enable the
Bankruptcy Court to make the requisite findings to enter the
discharge, third-party releases, and Channeling Injunction that is
sought.
Mr. Nettles said that based on the Debtors' estimate, of the 82,500
abuse survivor claims only 14,000 identify an alleged abuser and
are not presumptively time-barred to varying degrees depending upon
the state law applicable to the claim, whereas approximately 59,500
abuse survivor claims are presumptively time-barred. The Trust
Distribution Procedures (TDP) adjusts the value of time-barred
claims to reflect the strength of the Debtors' (and their
insurers') statute of limitations defense. But the Solicitation
Procedures, without any citation to legal authority or supporting
argument, allow, for voting purposes, all direct abuse claims at $1
regardless of timeliness, and regardless of TDP value. In so doing,
the Debtors ignore the mandate of Section 1126 of the Bankruptcy
Code -- to ensure that the Plan receives the support of claimants
holding two-thirds of the economic stake in the outcome, he said.
(2) There must be proper disclosure made of the assets and
liabilities of Local Councils (and any Protected Party) such that
direct abuse claimants can meaningfully assess whether the Plan
meets the best interests of creditors test.
The counsel pointed out that the Plan ignores the range of
non-bankruptcy outcomes against the non-debtors, and effects a
substantive consolidation of the Debtor and the Local Councils,
sharing the assets they are contributing pro rata among all
claimants, without regard to the entity against which the claimant
actually has claims. Because the claimants hold fundamentally
different economic rights against the various non-debtors, the
pooling and third-party release features of the Plan violate
Section 1123(a)(4) of the Bankruptcy Code in that creditors with
superior claims against more solvent non-debtors are being
compelled to relinquish those valuable claims, but are receiving
the same treatment as those without such claims. To force pooling
of the proceeds of non-debtor settlements based on lumping together
a small number of claimants with rights against the wealthier,
better-insured settling Local Councils with vastly larger numbers
of other claimants without such rights, and giving each claimant
one vote on the matter, violates not only the classification and
voting provisions in chapter 11, but also the equal treatment
mandate of Section 1123(a)(4).
(3) Disclosure and opportunity to object to the fairness of any
proposed settlement for a Chartered Organization should be afforded
to all affected claimants before such a Chartered Organization can
be deemed a Protected Party under the Court's Channeling
Injunction.
The Disclosure Statement and Plan indicate that a post-confirmation
trustee can enter into settlements that will release and enjoin
current and future claims against non-debtor Chartered
Organizations, and neither creditors who actually hold abuse claims
against such Chartered Organizations, nor the Bankruptcy Court,
will have any say in approving that settlement or the modification
of the Court's Channeling Injunction. Impacted creditors have no
right to vote on that relief, and the Court will not be asked to
find that the expansion of its Channeling Injunction to cover a new
Protected Party is fair and equitable or that an overwhelming
number of impacted creditors support the relief, Mr. Nettles
complained.
(4) There should be a disclosure regarding the coverage
positions asserted by liability insurers that, if successful in
whole or in part, could substantially limit or eliminate insurer
contributions and significantly reduce amounts Claimants could
recover.
The Debtors proclaim that the TDP may result in creditors receiving
up to 100% of the value assigned to their claim under the TDP, but
they fail to disclose or discuss the insurers' argument that those
values are not
binding on the insurers and that their duty to indemnify their
insureds may be capped at the amounts their insureds paid into the
Trust. If the trust distribution awards are not binding, and if
the exposure of the insurers is capped at the contribution of their
insureds, an abuse survivor whose claim is valued at $2.7 million
may receive a small fraction of that amount. The Disclosure
Statement must disclose these material risks so abuse survivors can
decide whether to vote in favor of a plan that leaves these issues
unresolved.
A copy of the objection is available for free at
https://bit.ly/3xVzn3f from Omni Agent Solutions, claims agent.
Counsel for the Claimants:
Sally E. Veghte, Esq.
Klehr Harrison Harvey Branzburg LLP
919 N. Market Street, Suite 1000
Wilmington, DE 19801
Telephone: (302) 552-5503
Email: sveghte@klehr.com
- and -
Morton Branzburg, Esq.
Klehr Harrison Harvey Branzburg LLP
1835 Market Street, Suite 1400
Philadelphia, PA 19103
Telephone: (215) 569-2700
Email: mbranzburg@klehr.com
- and -
Brian D. Nettles, Esq.
Christian M. Morris, Esq.
andrea l. Vieira, Esq.
Nettles Morris Law Firm
1389 Galleria Drive, Suite 200
Henderson, NV 89014
Telephone: (702) 410-6239
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BOY SCOUTS OF AMERICA: VZO Claimants Seek Separate Vote Tabulation
------------------------------------------------------------------
A Claimant represented by Van Zanten & Onik, LLC, filed with the
U.S. Bankruptcy Court for the District of Delaware an objection to
the Disclosure Statement of the Boy Scouts of America and Delaware
BSA, LLC.
Hans H. van Zanten, Esq., at Van Zanten & Onik, L.L.C., said that a
critical factor in assessing the confirmability of a plan that
includes a third-party release is whether the adversely affected
class of creditors has manifested their strong support for the plan
through the plan voting process.
Citing In re National Heritage Foundation, Inc., Mr. van Zanten
emphasized the importance of distinguishing between impacted and
unimpacted creditors in conferring third-party releases. He
related that In re National Heritage Foundation, Inc., the debtor
argued a third-party release should be approved because it was
"overwhelmingly approved by the creditors." The Court rejected the
release because the votes that constituted the "overwhelming
majority" were not cast by creditors who were impacted by the
release: the class impacted by the Release Provisions did not vote
to accept the Plan; rather, the class that was to be paid in full
under the Plan, voted to accept the Plan.
The Solicitation Procedures are not constructed in a way that
allows the Court to make the required findings regarding the
support from affected creditors, he said. The Solicitation
Procedures (1) allow creditors who do not have a claim against a
non-debtor Local Council or Chartered Organization to vote on
whether the current and future claims against the non-debtor should
be released and enjoined, even though they will not be impacted by
that release, and (2) fail to provide any mechanism for the
Bankruptcy Court (or a creditor) to determine whether such relief
was supported by a sufficient number of the creditors actually
impacted by the release being granted.
The Claimants asserted that the (i) identity of any third party
non-debtor Chartered Organization designated a Protected Party
under the Plan, (ii) its potential liability to claimants, and the
(iii) contribution being made to obtain the protection of the
Bankruptcy Court's Channeling Injunction, must be disclosed and the
votes of affected creditors separately tabulated, before the
Channeling Injunction is issued by the Court.
A copy of the objection is available for free at
https://bit.ly/3ASIZxH from Omni Agent Solutions, claims agent.
Counsel to the Claimant:
Sally E. Veghte, Esq.
Klehr Harrison Harvey Branzburg LLP
919 N. Market Street, Suite 1000
Wilmington, DE 19801
Telephone: (302) 552-5503
Email: sveghte@klehr.com
- and -
Morton Branzburg, Esq.
Klehr Harrison Harvey Branzburg LLP
1835 Market Street, Suite 1400
Philadelphia, PA 19103
Telephone: (215) 569-2700
Email: mbranzburg@klehr.com
- and -
Hans H. van Zanten, Esq.
Van Zanten & Onik, L.L.C.
1828 Swift Street, Suite 202
North Kansas City, MO 64116
Telephone: (816) 479-0404
Facsimile: (816) 673-2095
E-mail: hvanzanten@vzolaw.com
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BOY SCOUTS: Gets Conditional Approval of $850 Mil. Bankruptcy Deal
------------------------------------------------------------------
Randall Chase of The Associated Press reports that the Boy Scouts
of America a Delaware judge ruled Thursday, August 19, 2021, that
the Boy Scouts of America can enter into a pivotal $850 million
agreement that the organization hopes to use as a springboard to
emerging from bankruptcy later this 2021, but rejected two key
provisions of the deal.
Following three days of testimony and arguments, the judge granted
the BSA's request to enter into an agreement involving the national
Boy Scouts organization, roughly 250 local Boy Scout councils, and
attorneys representing some 70,000 men who say they were sexually
abused as youngsters decades ago while engaged in Boy Scout-related
activities. The agreement calls for the Boy Scouts and local
councils to contribute $850 million into a fund for abuse
claimants.
The agreement was opposed by insurers who issued policies to the
Boy Scouts and local councils, attorneys representing thousands of
other abuse victims, and various church denominations that have
sponsored local Boy Scout troops.
It was not immediately clear how the judge's ruling will affect the
future of the bankruptcy case, given that she rejected two
significant provisions in the agreement.
While ruling that BSA officials exercised proper business judgment
as required under the law in entering into the agreement, the judge
refused to grant a request that the Boy Scouts be allowed to pay
millions of dollars in legal fees and expenses of attorneys hired
by law firms that represent tens of thousands of abuse claimants.
She also denied the BSA's request under the agreement for
permission to withdraw from an April agreement in which insurance
company The Hartford would pay $650 million into the fund for abuse
claimants in exchange for being released from any further
liability.
The Boy Scouts of America, based in Irving, sought bankruptcy
protection in February 2020 in an effort to halt hundreds of
individual lawsuits and create a huge compensation fund for
thousands of men who were molested as youngsters by scoutmasters or
other leaders. Although the organization was facing 275 lawsuits at
the time of the filing, it is now facing some 82,500 sexual abuse
claims in the bankruptcy case.
Under the agreement, the Boy Scouts would contribute up to $250
million in cash and property to a fund for victims of child sexual
abuse. The local councils, which run day-to-day operations for Boy
Scout troops, would contribute $600 million. In addition, the
national organization and local councils would transfer their
rights to Boy Scout insurance policies to the victims fund. In
return, they would be released from future liability for abuse
claims.
Opponents of the deal argued that BSA officials failed to fully
inform themselves or exercise proper business judgment in entering
into the agreement. They noted that the Boy Scouts board of
directors never adopted a resolution approving the agreement, and
that decision-making authority was delegated to an executive
committee and a handful of people on a bankruptcy task force.
The judge rejected two controversial provisions in the agreement
that opponents had highlighted.
One allows the Boy Scouts to back out of a settlement they reached
in April 2021 with one of their insurers, The Hartford. The
Hartford agreed to pay $650 million into the victims fund in
exchange for being released from any further obligations. The Boy
Scouts sought to withdraw from the agreement after attorneys for
abuse claimants, who estimate the liability exposure of BSA
insurers in the billions of dollars, maintained that their clients
would never support a plan that includes it.
The agreement also included a provision under which the Boy Scouts
would pay millions of dollars in legal fees and expenses incurred
by law firms representing an ad hoc group called the Coalition of
Abused Scouts for Justice. Law firms affiliated with the coalition
represent some 63,000 abuse claimants and were among the supporters
of the agreement.
Despite the partial approval of the agreement, the Boy Scouts still
face a host of objections to the disclosure statement.
Opposing lawyers argue it does not fully inform creditors and
leaves too many unanswered questions regarding insurance issues and
the treatment of local councils and sponsoring organizations. They
also say the proposed voting procedures accompanying the disclosure
statement improperly put abuse claimants with valid cases on the
same footing with some 60,000 claims presumably barred because of
statutes of limitations in various states.
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BROSTER JD: Case Summary & 14 Unsecured Creditors
-------------------------------------------------
Debtor: Broster JD LLC
d/b/a Hunter Vision
f/d/b/a Hunter Vision LLC
555 Winderley Place
Suite 300
Maitland, FL 32751
Business Description: Broster JD LLC is an ophthalmologist in
Florida.
Chapter 11 Petition Date: August 20, 2021
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 21-03801
Debtor's Counsel: Justin M. Luna, Esq.
LATHAM LUNA EDEN & BEAUDINE LLP
201 S. Orange Avenue
Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: jluna@lathamluna.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Josh Hunter as chief executive officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 14 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/E6T2JOQ/Broster_JD_LLC__flmbke-21-03801__0001.0.pdf?mcid=tGE4TAMA
BROWN INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Brown Industries, Inc.
205 W. Industrial Blvd.
Dalton, GA 30720
Chapter 11 Petition Date: August 20, 2021
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 21-41010
Debtor's Counsel: J. Robert Williamson, Esq.
SCROGGINS & WILLIAMSON, P.C.
4401 Northside Parkway, Suite 450
Atlanta, GA 30327
Tel: 404-893-3880
E-mail: centralstation@swlawfirm.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Darren J. Wilcox, co-chief executive
officer and president.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/MTVYILI/Brown_Industries_Inc__ganbke-21-41010__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Metal Working Trade Debt $462,552
Solutions, LLC
PO Box 11067
Chattanooga, TN 37401
Nick Burrows
Tel: 423-648-6980
Email: nburrows@metalw
orkingsolution.com
2. Apollo Textiles, Inc. Trade Debt $357,141
PO Box 1738
Dalton, GA 30722
Scott Malone
Tel: 706-277-4739
Email: apollotextiles@windstream.net
3. Box 1, Inc. Trade Debt $320,661
PO Box 882
Dalton, GA 30722
Brenda Lanning
Tel: 706-217-2691
Email: brenda@box1.net
4. Phoenix Metals Company Trade Debt $305,261
PO BOX 932589
Atlanta, GA
31193-2589
Brad Spencer
Tel: 770-687-4946
Email: bspencer@phoenixmetals.com
5. North GA Paper Board Trade Debt $291,016
PO Box 218
Chatsworth, GA 30705
Steve Townsend
Tel: 706-463-2986
Email: stownsend@ngpaperboard.com
6. T & B Tube Trade Debt $275,221
Company, Inc.
PO Box 5647
Carol Stream, IL
60197-5647
Ed Ciechomski
Tel: 219-979-8113
Email: ed@tbtube.com
7. Internal Revenue Service $235,030
PO Box 7346
Philadelphia, PA
19101-7346
Kurt R. Erskine,
U.S. Attorney
Tel: 404-581-6000
8. First American Commerical Bank Loan $225,000
Bancorp
255 WoodCliff Drive
Fairport, NY 14450
Justin Sudore
Tel: 585-643-330
Email: justin.sudore@faef.com
9. MAC Papers, Inc. Trade Debt $203,002
P.O. Box 745747
Atlanta, GA
30374-574
Darrell Fox
Tel: 706-483-3248
Email: darrell.fox@macpapers.com
10. Ryerson Trade Debt $195,755
Joseph T. Ryerson
& Son, Inc
P.O. Box 731036
Dallas, TX
75373-1036
Dylan Drosness
Tel: 470-525-4842
Email: dylan.drosness@ryerson.com
11. Feralloy Corporation Trade Debt $189,557
ATTN: Southern Division
P.O. Box 100174
Atlanta, GA
30384-0174
Mark Hightower
Tel: 256-431-4343
Email: mhightower@feralloy.com
12. Athens Paper Trade Debt $170,236
P.O. Box 231329
Nashville, TN
37229-1329
Celya Dodson
Tel: 615-874-5328
Email: cdodson@athenspaper.com
13. Kinter Trade Debt $167,876
3333 Oak Grove Ave
Waukegan, IL 60087
Kevin White
Tel: 800-323-2389
Email: kevin@kinter.com
14. Kloeckner Metals Corp Trade Debt $166,011
NC Receivables Corporation
P.O. Box 932090
Atlanta, GA
31193-2090
Robert Minton
Tel: 404-886-2643
Email: rminton@kloecknermetals.com
15. Parthenon Tube, Inc. Trade Debt $157,948
P.O. Box 734260
Chicago, IL
60673-4260
Jared Pivaronas
Email: jpivaronas@acihq.com
Tel: 615-287-591
16. Big Sky Products Trade Debt $133,231
P.O. Box 25555
Chattanooga, TN 37422
Mickey Brock
Email: brocksensei@tenc
hifamilykarate.com
Tel: 706-260-8591
17. EMMECI USA, LLC Trade Debt $113,541
76 Commercial Way
East Providence, RI 02914
Nicole Warcup
Tel: 401-431-1496 ext 100
18. Samuel Associated Trade Debt $110,143
Tube Group
P.O. Box 170100
Birmingham, AL 35217
Carol Brown
Email: carol.brown@samuel.com
Tel: 205-777-1477
19. Mid South Wire Company Trade Debt $106,426
P.O. Box 415000
Nashville, TN
37241-5000
Holly J. McKee
Email: hmckee@midsouthwire.com
Tel: 615-743-2884
20. Direct Packaging LLC Trade Debt $92,509
P.O. Box 774
Dalton, GA
30722-0774
Lane Lewis
Tel: 706-313-1342
Email: lanedirect@me.com
BUCKINGHAM SENIOR LIVING: Cash Collateral Access Extended
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, has approved the stipulation between Buckingham
Senior Living Community, Inc. and UMB Bank, N.A., in its capacity
as successor bond Trustee, regarding the Debtor's use of cash
collateral.
The parties agree that the Debtor may continue using Cash
Collateral pursuant to the terms of the Interim Financing Order
through and including August 24, 2021.
All terms of the Agreed Order and Interim Financing Order remain in
full force and effect.
A copy of the order is available at https://bit.ly/3gfgzGc from
Stretto, the claims agent.
About the Buckingham Senior Living
The Buckingham Senior Living Community is a Houston-based
continuing care retirement community (CCRC).
The Buckingham sought Chapter 11 protection (Bankr. S.D. Tex. Lead
Case No. 21-32155) on June 25, 2021. In its petition, The
Buckingham estimated assets of between $100 million and $500
million and liabilities of the same range. The case is handled by
Honorable Judge Marvin Isgur.
Christopher Andrew Bailey, and Demetra Liggins of Thompson & Knight
LLP serve as the Debtor's counsel. Bankruptcy Management
Solutions, Inc., d/b/a Stretto, is the Debtor's claims and noticing
agent.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. represents UMB
Bank, N.A., in its capacity as Bond Trustee, as DIP Lender.
CAN B CORP: Incurs $2.7 Million Net Loss in Second Quarter
----------------------------------------------------------
Can B Corp. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q disclosing a net loss of $2.74
million on $401,766 of total revenues for the three months ended
June 30, 2021, compared to a net loss of $1.23 million on $205,084
of total revenues for the three months ended June 30, 2020.
For the six months ended June 30, 2021, the Company reported a net
loss of $4.92 million on $708,706 of total revenues compared to a
net loss of $2.37 million on $774,791 of total revenues for the
same period during the prior year.
As of June 30, 2021, the Company had $6.16 million in total assets,
$3.21 million in total liabilities, and $2.96 million in total
stockholders' equity.
As of June 30, 2021, the Company had cash and cash equivalents of
$1,093,156 and a working capital of $1,040,562. For the periods
ended June 30, 2021 and 2020, the Company incurred net losses. The
Company said these factors raise substantial doubt as to the
Company's ability to continue as a going concern. The Company
plans to improve its financial condition by raising capital through
sales of shares of its common stock. Also, the Company plans to
expand its operation of CBD products to increase its profitability.
The consolidated financial statements do not include any
adjustments that might be necessary should the Company be unable to
continue as a going concern.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1509957/000149315221020270/form10-q.htm
About Can B Corp
Headquartered in Hicksville New York, Canbiola, Inc. (now known as
Can B Corp) -- http://www.canbiola.com-- develops, produces, and
sells products and delivery devices containing CBD. Cannabidiol
("CBD") is one of nearly 85 naturally occurring compounds
(cannabinoids) found in industrial hemp (it is also contained in
marijuana). The Company's products contain CBD derived from Hemp
and include products such as oils, creams, moisturizers, isolate,
and gel caps. In addition to offering white labeled products,
Canbiola has developed its own line of proprietary products, as
well as seeking synergistic value through acquisitions of products
and brands in the Hemp industry.
Can B Corp. reported a loss and comprehensive loss of $5.72 million
for the year ended Dec. 31, 2020, compared to a loss and
comprehensive loss of $5.90 million for the year ended Dec. 31,
2019. As of March 31, 2021, the Company had $6.87 million in total
assets, $2.19 million in total liabilities, and $4.68 million in
total stockholders' equity.
Hauppauge, NY-based BMKR, LLP, the Company's auditor since 2014,
issued a "going concern" qualification in its report dated April
12, 2021, citing that the Company incurred a net loss of $5,851,512
during the year ended December 31, 2020 and as of that date, had an
accumulated deficit of 30,521,025. Due to recurring losses from
operations and the accumulated deficit, the Company stated that
substantial doubt exists about its ability to continue as a going
concern.
CATCH THIS HOLDINGS: Hearing on Disclosures, Plan Set for Sept. 27
------------------------------------------------------------------
Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida conditionally approved on Aug. 13,
2021, the Disclosure Statement of Catch This Holdings, LLC.
Judge Isicoff directed the Debtor to serve a copy of the order, the
Plan, the Disclosure Statement and the Local Form "Ballot and
Deadline for Filing Ballot Accepting or Rejecting Plan on all
creditors, equity security holders, the U.S. Trustee and all other
parties in interest on or before August 28, 2021.
The deadline to file fee applications in the Debtor's case is
September 13, 2021.
September 20, 2021 is fixed as the last day for filing written
acceptances or rejections of the Plan.
Objections to the Disclosure Statement must be filed and served no
later than three business days prior to the confirmation hearing.
Objections to Plan confirmation must be filed and served no later
than September 22, 2021.
The Court will conduct an in person hearing on the final approval
of the Disclosure Statement and confirmation of the Plan on Sept.
27, 2021 at 2:30 p.m. in Courtroom 8, C. Clyde Atkins Building, 301
North Miami Avenue, in Miami, Florida. Any interested party,
however, may choose to attend the hearing remotely via Zoom.
A copy of the order is available for free at https://bit.ly/2W0MYcg
from PacerMonitor.com.
About Catch This Holdings
Catch This Holdings, LLC, is a Florida limited liability company
that was formed in 2019 for the purpose of acquiring certain real
property located in Broward County, Florida. The Debtor sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Fla. Case No. 21-14535) on May 10, 2021. At the time of the
filing, the Debtor disclosed total assets of up to $50,000 and
total liabilities of up to $500,000. Judge Laurel M. Isicoff
oversees the case. Nicholas B. Bangos, PA is the Debtor's legal
counsel.
CBL & ASSOCIATES: CAF Buying 140-Acre Pearland Property for $8.75M
------------------------------------------------------------------
CBL & Associates Properties, Inc., and affiliates ask the U.S.
Bankruptcy Court for the Southern District of Texas to authorize
the sale of approximately 140 acres of land in Pearland, Texas, to
CAF Capital Partners, LLC, for $8.75 million.
Objections, if any, must be filed within 21 days from the date of
notice.
The Debtors have entered into the Purchase and Sale Agreement dated
July 26, 2021, between the Purchaser and CBL for the sale of the
Property for the purchase price of $8.75 million. The sale of the
Property will bring substantial benefits to the Debtors and their
estates because the sales price exceeds market estimates and is
expected to yield an attractive cap rate.
In 2006, CBL acquired approximately 140 acres of land in Pearland,
Texas and in 2008, developed its first mixed use project, Pearland
Town Center, on the acquired land. Part of that development
included a 6-acre parcel that CBL sold in 2008 to Sueba, a
multifamily developer and manager. Sueba was instrumental in the
development on that parcel of a 62-unit residence complex owned by
CBL ("Phase I"). In 2009, Sueba built and owned a 172-unit
multifamily complex with amenities ("Phase II"). Sueba managed
both the Phase I and Phase II residences with certain shared
expenses for the use of the amenities by Phase I residences.
Subsequently, Sueba sold the Phase II units to PTCR Development I,
LLC but continued to manage both Phase I and Phase II for two
separate owners (CBL and PTCR, respectively) with Phrase I
continuing to use the amenities and paying allocated expenses to
Phase II.
PTCR now intends to sell Phase II and approached CBL to consider a
potential sale of Phase I along with Phase II to maximize the price
of both sets of units. After research, two qualified brokers were
interviewed and Newmark ("NKF") was selected to represent both
owners.
NKF conducted a thorough, targeted marketing effort to financially
credible owners of multifamily portfolios. As part of that
marketing process, NFK prepared a valuation analysis for Phase I,
which estimated potential selling prices from market-value at $8
million to a "premium" value of $8.5 million. The depreciated book
value for the unencumbered Phase I residences is approximately $6.3
million.
The Debtors received an all-cash offer from Hilltop, a highly
respected buyer, for a gross price of $8.3 million. The Debtors
and NFK received a second offer for $8.75 million from the
Purchaser, a Dallas based private equity real estate firm that
manages over 26,000 multifamily units in Texas and across the
Southwest United States, which exceeded both the Hilltop offer and
the NKF "premium" estimate. Based on the depreciated book value,
the Debtors will realize approximately $2.45 million in gain on
sale before broker commissions and other costs. CBL accepted the
offer and negotiated the Purchase and Sale Agreement. The
executive committee of the board of directors of the REIT approved
the transaction.
Pursuant to the Plan, the Property was to be collateral for the New
Secured Notes. Consequently, the Debtors have agreed that the
proceeds of the sale will be used to pay down the New Secured Notes
after the Effective Date. The Ad Hoc Bondholder Group supports the
relief requested in the Motion.
The Debtors are to sell assets free and clear of all liens, claims,
interests, charges, and encumbrances. They are not aware of any
liens on the Property. To the extent that any liens do exist, the
Debtors would expect that the sale price exceed the aggregate value
of any such liens and liens would attach to the sale proceeds.
In connection with the Purchase and Sale Agreement, the Debtors
seek to assume and assign certain related unexpired residential
leases, service contracts, and other leases to Purchaser pursuant
to section 365 of the Bankruptcy Code.
The Debtors submit that, in the exercise of their business
judgment, the sale of the Property is in the best interest of their
estates and the Motion should be granted.
A copy of the Agreement is available at
https://tinyurl.com/y6ycm8wm from PacerMonitor.com free of charge.
About CBL & Associates Properties
CBL & Associates Properties, Inc. -- http://www.cblproperties.com/
-- is a self-managed, self-administered, fully integrated real
estate investment trust (REIT) that is engaged in the ownership,
development, acquisition, leasing, management and operation of
regional shopping malls, open-air and mixed-use centers, outlet
centers, associated centers, community centers, and office
properties.
CBL's portfolio is comprised of 107 properties totaling 66.7
million square feet across 26 states, including 65 high-quality
enclosed, outlet and open-air retail centers and 8 properties
managed for third parties. It seeks to continuously strengthen
its
company and portfolio through active management, aggressive
leasing
and profitable reinvestment in its properties.
CBL, CBL & Associates Limited Partnership and four other entities
filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code in Houston, Texas, on Nov. 1, 2020
(Bankr.
S.D. Tex. Lead Case No. 20-35226). Another 172 entities sought
bankruptcy protection on November 2, 2020, and CBL/Regency I, LLC
on November 13. Laredo Outlet Shoppes, LLC filed its Chapter 11
petition on May 26, 2021. The cases are jointly administered with
CBL & Associates Properties' case as the lead case.
The Debtors have tapped Weil, Gotshal & Manges LLP as their legal
counsel, Moelis & Company as restructuring advisor and Berkeley
Research Group, LLC, as financial advisor. Epiq Corporate
Restructuring, LLC, is the claims agent.read the full article log
in.
CITY WIDE: Aug. 25 Hearing on Bidding Procedures & Hilco Employment
-------------------------------------------------------------------
Judge Michelle V. Larson of the U.S. Bankruptcy Court for the
Northern District of Texas issued an order partially granting (i)
the second amended request of City-Wide Community Development Corp.
and its affiliates for expedited hearing and setting hearing on
proposed bidding procedures in connection with the sale of
substantially all of their assets to the extent constituting
Lancaster Urban Village; and (ii) amended application to employ
Hilco Real Estate, LLC to act as sales agent to assist them with
implementation of the Bid Procedures and the Sale Motion.
The Debtors' counsel will, within three days following entry of the
Order, serve on the United States Trustee, all secured creditors,
all parties requesting ECF notice, and the top 30 creditors, the
Notice of Hearing for the Sale Motion related Bid Procedures and
Hilco Amended Application that are both set for hearing on Aug. 25,
2021, at 1:30 p.m. (CT). The Bid Procedure Hearing and Hilco
Application Hearing will be conducted as electronic hearings only.
Parties wishing to participate in the Bid Procedure Hearing and
Hilco Application Hearing telephonically may do so by dialing in at
(650) 479-3207 and using access code 160-135-6015.
Parties wishing to participate in the Bid Procedures Hearing and
Hilco Application Hearing virtually may also participate by WebEx
using the following link: https://us-courts.webex.com/meet/larson
and by following the instructions set forth on the Bankruptcy
Judge's web-page located at
https://www.txnb.uscourts.gov/sites/txnb/files/hearings/WebEx%20Hearing%20Instructions%20for%20Judge%20Larson_3.pdf.
Any objection to the Bid Procedures or Hilco Application will be
filed and served upon all parties requesting ECF notice at least
three days prior to the hearing date.
About City-Wide Community Development Corp.
City-Wide Community Development Corp. and its affiliates are
primarily engaged in renting and leasing real estate properties.
City-Wide Community Development Corp. and affiliates Lancaster
Urban Village Residential, LLC and Lancaster Urban Village
Commercial, LLC, sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. 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.
CLASSIC CATERING: Wins Cash Collateral Access
---------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama,
Eastern Division, has authorized Classic Catering, Inc. to use cash
collateral on an final basis up to the aggregate amount of $90,000
per month for operating expenses and, in addition, any amounts
approved by the Court as adequate protection payments and
administrative expenses.
The Debtor requires authority to use cash collateral to continue
business operations without interruption toward the objective of
formulating an effective plan of reorganization for the benefit of
all its creditors.
The Debtor says LBC1 Trust, asserts claims against the Debtor's
cash collateral in amounts in excess $57,300. LBC1 Trust is
determined to be the first lienholder.
The Debtor concedes that the Secured Creditor holds a properly
perfected first priority security interest or other lien on the
Debtor’s cash collateral (including proceeds) as of the
commencement of the case and that the cash collateral has a fair
market value in light of the purpose of the valuation and of the
proposed disposition or use of such property by the Debtor as a
going concern.
Pursuant to the Court's Order, the Debtor is authorized to use the
cash collateral to meet its immediate cash needs for the payment of
actual expenses necessary to:
a. maintain and preserve its assets;
b. continue the operation of its business, including payroll,
employee expenses, and insurance expenses;
c. pay the administrative expenses not to exceed $25,000 at
any one time, provided the Court, upon proper notice, approves them
and provided that there are no unencumbered assets from which said
administrative expenses of the Chapter 11 case can be paid;
d. make adequate protection payments as approved by the Court;
and
e. pay quarterly fees due the Bankruptcy Clerk's Office.
As adequate protection for the use of cash collateral, the Secured
Creditor, to the extent its liens and interests appear, is granted
a replacement perfected security interest to the same extent and
priority and of the same kind and nature as the Secured Creditor's
pre-petition liens and security interests in the cash collateral.
The replacement lien granted is automatically deemed perfected upon
entry of the Order.
A copy of the order and the Debtor's budget is available for free
at https://bit.ly/3iV76FV from PacerMonitor.com.
The Debtor projects $85,500 in gross monthly income and $77,200 in
total monthly expenses.
About Classic Catering, Inc.
Classic Catering, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 21-40569-11) on
June 9, 2021. In the petition signed by Cathryn L. Mashburn,
secretary, the Debtor disclosed up to $100,000 in assets and up to
$500,000 in liabilities.
Judge James J. Robinson oversees the case.
Harry P. Long, Esq., at the Law Offices of Harry P. Long, LLC is
the Debtor's counsel.
COSMOS HOLDINGS: Incurs $2.4 Million Net Loss in Second Quarter
---------------------------------------------------------------
Cosmos Holdings Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $2.38 million on $14.85 million of revenue for the three months
ended June 30, 2021, compared to net income of $1.38 million on
$12.82 million of revenue for the three months ended June 30,
2020.
For the six months ended June 30, 2021, the Company reported a net
loss of $4.55 million on $26.47 million of revenue compared to net
income of $894,001 on $24.75 million of revenue for the same period
during the prior year.
As of June 30, 2021, the Company had $45.16 million in total
assets, $44.77 million in total liabilities, and $384,548 in total
stockholders' equity.
As of June 30, 2021, the Company had working capital of $10,417,725
compared to $5,979,870 as of Dec. 31, 2020.
The Company had cash of $805,772 versus $628,395 as of June 30,
2021 and December 2020, respectively. The Company had net cash
used in operating activities of $2,519,394 and $5,876,080 for the
six months ended June 30, 2021 and 2020, respectively. The Company
has devoted substantially all of its cash resources to expand
through organic business growth and, where appropriate, through the
execution of selective company acquisitions, and has incurred
significant general and administrative expenses in order to enable
the financing and growth of its business and operations.
The Company had net cash used in investing activities of $12,100
and $86,378 during the six months ended June 30, 2021 and 2020,
respectively. For the six months ended June 30, 2021 and 2021 this
was due to the purchase of fixed assets.
The Company had net cash provided by financing activities of
$2,724,871 versus $8,301,764 during the six months ended June 30,
2021 and 2020, respectively.
For the quarter ended June 30, 2021, the Company also received
proceeds from lines of credit of $12,311,882 and payments of lines
of credit of $12,189,057, for a net decrease on the line of credit
of $122,825.
"We anticipate using cash in our bank account as of June 30, 2021,
cash generated from the operations of the Company and its operating
subsidiaries and from debt or equity financing, or from a loan from
management, to the extent that funds are available to do so to
conduct our business in the upcoming year. Management is not
obligated to provide these or any other funds. If we fail to meet
these requirements, we may lose the qualification for quotation and
our securities would no longer trade on the over-the-counter
markets. Further, as a consequence we would fail to satisfy our
reporting obligations with the Securities and Exchange Commission
("SEC"), and investors would then own stock in a company that does
not provide the disclosure available in quarterly and annual
reports filed with the SEC and investors may have increased
difficulty in selling their stock as we will be non-reporting," the
Company said in the filing.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1474167/000147793221005577/cosm_10q.htm
About Cosmos Holdings
Cosmos Holdings Inc. is a multinational pharmaceutical wholesaler.
The Company imports, exports and distributes pharmaceutical
products of brand-name and generic pharmaceuticals,
over-the-counter (OTC) medicines, and a variety of dietary and
vitamin supplements. Currently, the Company distributes products
mainly in the EU countries via its two wholly owned subsidiaries
SkyPharm SA and Decahedron Ltd.
Cosmos Holdings reported net income of $820,786 for the year ended
Dec. 31, 2020, compared to a net loss of $3.30 million for the year
ended Dec. 31, 2019. As of March 31, 2021, the Company had $41.69
million in total assets, $44.50 million in total liabilities, and a
total stockholders' deficit of $2.80 million.
San Francisco, California-based Armanino LLP, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated April 15, 2021, citing that the Company has suffered
recurring losses from operations and has a net accumulated deficit
that raises substantial doubt about its ability to continue as a
going concern.
CRYPTO COMPANY: Posts $151K Net Income in Second Quarter
--------------------------------------------------------
The Crypto Company filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing net income
of $151,108 on $109,745 of total net revenue for the three months
ended June 30, 2021, compared to a net loss of $2.20 million on
zero revenue for the three months ended June 30, 2020.
For the six months ended June 30, 2021, the Company reported net
income of $46,250 on $111,145 of total net revenue compared to a
net loss of $2.34 million on $2,500 of total net revenue for the
same period during the prior year.
As of June 30, 2021, the Company had $1.87 million in total assets,
$2.46 million in total liabilities, and a total stockholders'
deficit of $586,486.
Net cash provided by operating activities was $872,191 for the six
months ended June 30, 2021, compared to net cash used of $37,696
for the six months ended June 30, 2020. The increase in net cash
provided by operating activities was primarily due to an increase
in net operating gain of approximately $400,000 for the six months
ended June 30, 2021, compared to net operating loss of
approximately $300,000 for the six months ended June 30, 2020.
Net cash used in investing activities was 1,349,457 for the six
months ended June 30, 2021, compared to $-0-for the six months
ended June 30,2020.
Net cash from financing activities for the six months ended June
30, 2021, was $993,365, compared to $50,000 for the six months
ended June 30, 2020. The increase in net cash from financing
activities was mainly due to proceeds for the sale of the Company's
common stock during the six months ended June 30, 2021.
"The blockchain technology market is dynamic and unpredictable.
Although we will undertake compliance efforts, including efforts
with commercially reasonable diligence, there can be no assurance
that there will not be a new or unforeseen law, regulation or risk
factor which will materially impact our ability to continue our
business as currently operated or raise additional capital to
foster our continued growth," the Company stated in the filing.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1688126/000149315221019879/form10-q.htm
About Crypto Company
Malibu, CA-based The Crypto Company -- www.thecryptocompany.com --
is in engaged in the business of providing consulting services and
education for distributed ledger technologies, for the building of
technological infrastructure, and enterprise blockchain technology
solutions.
Crypto Company reported a net loss of $2.82 million in 2020
following a net loss of $1.81 million in 2019.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
March 30, 2021, 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.
CYTOCOM INC: Incurs $667K Net Loss in Second Quarter
----------------------------------------------------
Cytocom, Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q disclosing a net loss of $667,094 on
zero revenues for the three months ended June 30, 2021, compared to
a net loss of $376,545 on $63,255 of revenues for the three months
ended June 30, 2020.
For the six months ended June 30, 2021, the Company reported a net
loss of $1.21 million on zero revenues compared to a net loss of
$978,273 on $219,297 of revenues for the six months ended June 30,
2020.
As of June 30, 2021, the Company had $13.83 million in total
assets, $300,623 in total liabilities, and $13.53 million in total
stockholders' equity.
"The first half of 2021 and recent weeks have demonstrated
management's commitment to driving shareholder value by executing
transactions that have been transformative for Cytocom," stated
Michael K. Handley, president and CEO of Cytocom. "Following the
successful merger between legacy Cleveland BioLabs and the formerly
private Cytocom Inc., we believe we are well financed and
positioned to become a dominant player in the field of
immune-modulation, with one of the largest platforms of toll-like
receptors in the biopharmaceuticals industry."
Mr. Handley commented, "Our clinical- and development-stage
pipeline has never been stronger and showcases greatly enhanced
drug development capabilities that should drive future growth. A
research alliance with the La Jolla Institute of Immunology will
harness Cytocom's pipeline of next-generation immunotherapies to
advance discovery work that could add new assets to a pipeline
already exploring eight drug candidates across 21 indications. By
mid-2022, we expect to be enrolling patients in several clinical
trials, including a Phase 3 trial for our lead drug candidate,
CYTO-201, in pediatric Crohn's disease, Phase 1b/2 trials for
CYTO-205 as a treatment for acute and 'long-haul' COVID-19 and a
Phase 1b/2 clinical trial for CYTO-401 in pancreatic cancer."
Mr. Handley continued, "Beyond our clinical-stage assets, we are
exploring opportunities for the immune-stimulatory toll-like
receptor 5 agonist, entolimod, and its next-generation molecule,
GP532. These were the core assets inherited from Cleveland BioLabs
and our team is already at work devising a plan to develop
entolimod/GP532 for the multibillion-dollar hematologic market,
specifically as a treatment for chronic or acute neutropenia and
anemia in cancer patients. We anticipate a clinical trial could
initiate later this year."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1318641/000143774921019964/cbli20210630_10q.htm
About Cytocom
Cytocom, Inc. (formerly known as Cleveland BioLabs, Inc.) is a
clinical-stage biopharmaceutical company developing novel
immunotherapies targeting autoimmune, neutropenia/anemia, emerging
viruses and cancers based on a proprietary platform designed to
rebalance the body's immune system and restore homeostasis. The
company also has one of the largest platforms of toll-like
receptors (TLR4, TLR5 and TLR9) in the biopharmaceutical industry,
addressing conditions such as radiation sickness and cancer
treatment side effects. Cytocom is developing therapies designed
to elicit directly within patients a robust and durable response of
antigen-specific killer T-cells and antibodies, thereby activating
essential immune defenses against autoimmune, inflammatory,
infectious diseases, and cancers. Specifically, Cytocom has
several clinical-stage development programs for Crohn's disease,
hematology, pancreatic cancer, and COVID-19 in addition to
expansion to fibromyalgia and multiple sclerosis. To learn more
about Cytocom, Inc., please visit www.cytocom.com.
Cleveland Biolabs reported a net loss of $2.44 million for the year
ended Dec. 31, 2020, compared to a net loss of $2.69 million for
the year ended Dec. 31, 2019.
DATA AXLE: S&P Affirms 'B-' Issuer Credit Rating, Outlook Negative
------------------------------------------------------------------
On August 18, 2021, S&P Global Ratings affirmed its 'B-' issuer
credit rating on U.S.-based business and consumer data and
multichannel marketing solutions company Data Axle Inc. (formerly
known as Infogroup Inc.). The 'B-' issue-level rating and '3'
recovery rating on the secured term-loan are unchanged.
The negative outlook reflects the risk that operating challenges
such as revenue headwinds from declining client spend, cost
overruns, and acquisition integration challenges could constrain
the company from successfully refinancing its term loan maturing in
April 2023 before it becomes a current liability in April 2022.
S&P said, "The rating affirmation reflects our expectation that
Data Axle's leverage will remain elevated but continue to moderate
over the next 12 months. We expect, and its cash flows will benefit
from its recent acquisition, organic growth, cost-saving
initiatives, as well as declining one-time restructuring charges
incurred following the COVID-19 pandemic. We also expect that a
continuation of its turnaround should allow the company to position
itself to refinance its capital structure before its first-lien
term loan becomes current in April 2022. Nevertheless, the negative
outlook reflects potential execution risk associated with a timely
refinancing of the company's capital structure should operating
challenges stem from internal execution challenges such as
acquisition integration and new product rollouts or the increasing
spread of COVID-19 cases curtail client spending."
Data Axle has sufficient liquidity despite its maturing revolving
credit facility. Data Axle faces near-term debt maturities,
including a $30 million revolving credit facility maturing in April
2022 that was undrawn as of June 2021, a $250 million term loan B
maturing in April 2023, and a $75 million second-lien term loan
maturing in April 2024 (unrated). S&P believes the company has
sufficient liquidity to manage its operations without relying on
its revolver that matures in April 2022, supported by positive
operating cash flows and an approximately $50 million cash balance
as of June 2021 pro forma for its acquisition of Exact Data. The
company's business does not require significant working capital and
does not have significant seasonality. Further, its cash position
benefited from the sale of Anne Lewis Strategy for $32 million in
March 2021.
Upcoming debt maturities put pressure on the ratings. Data Axle
could face increased refinancing risk as its first-lien term loan
becomes a current liability in April 2022 and matures in April
2023. The company faced various operating challenges in 2020,
including reduced transactional demand from clients, particularly
in the retail sector due to the COVID pandemic, transition away
from its Yesmail platform that the company is sunsetting, and high
one-time restructuring costs driven in part to support cost-saving
initiatives such as a restructuring of the labor force and shifting
some positions to lower cost locations. In addition, its Local
Marketing Solutions business experienced declines partly due to
rebranding initiatives that temporarily reduced search engine
traffic. As a result, its leverage increased to 10.5x as of
December 2020, from 7.6x as of December 2019. Although the company
has begun to show turnround in the quarter ended June 2021, where
pro forma for its Exact Data acquisition, its leverage declined to
8.5x, in part driven by cost-saving initiatives, the company faces
the risk that operating issues and acquisition integration
challenges could keep leverage elevated and delay a potential
refinancing of its capital structure. Accordingly, S&P will likely
lower its ratings on Data Axle if the company cannot refinance its
term loan before April 2022.
Improvement in cash flow metrics will likely precede leverage
improvement. In the quarter ended June 2021, the company's revenues
improved, driven by strengthening in the enterprise segment with a
growth of about 3.5%, led by a rebound in transactional activity
and new customers. And EBITDA improved, benefiting from a reduction
in restructuring costs and realization of its cost-saving
initiatives. S&P said, "Overall, we expect the company to grow
revenue and EBITDA in the second half of 2021 by over 3% and 10%,
respectively. As a result, we expect leverage will decline to 8.3x
in 2021 and 7.2x in 2022 due to organic EBITDA growth and EBITDA
from the acquisition. Although the company's leverage will likely
remain high for the next 12 to 18 months, we expect Data Axle will
generate free cash flow of over $10 million in 2021 and $20 million
in 2022 with free operating cash flow to debt comfortably in the
mid-single percentage area in 2022."
Data Axle has high recurring revenues and a diversified client
base. Offsetting the operational pressures, Data Axle benefits from
good revenue retention of about 90%, and contractually recurring
services generate more than half of its EBITDA. The company also
has a diversified revenue base as no single customer contributes a
significant portion of revenue. The company's revenues are further
diversified across different end markets and enterprises and small
and medium business clients. However, limited product diversity
restricts its overall revenue diversification as more than half of
Data Axle's revenue is directly derived from its Enterprise
segment.
The negative outlook reflects the risk that operating challenges
such as revenue headwinds from declining client spend, cost
overruns, and acquisition integration challenges could constrain
the company from successfully refinancing its term loan maturing in
April 2023 before it becomes a current liability in April 2022.
S&P said, "We could lower the rating on Data Axle if we believe
that the company would be unable to refinance its first-lien term
loan before it becomes a current liability in April 2022. We could
also lower the rating if the company depletes its liquidity to fund
acquisitions such that we do not expect the company to maintain a
sufficient liquidity cushion.
"We could revise the outlook to stable over the next 12 months if
the company successfully refinances its revolving credit facility
and first-lien term loan while maintaining steady operating
performance as evidenced by growth in revenues and EBITDA margins
such that it consistently generates positive free operating cash
flow (FOCF) and maintains EBITDA headroom of 20% against its
first-lien and second-lien covenants."
DESOTO HOLDING: Insider to Provide $650K for GUC Admin Reserve
--------------------------------------------------------------
Desoto Holding LLC and Desoto Owners LLC filed with the U.S.
Bankruptcy Court for the Eastern District of New York, on Aug. 13,
2021, a Disclosure Statement for their Fifth Amended Joint Plan of
Liquidation dated August 11, 2021.
The Plan is a liquidating plan and provides for the marketing and
auction sale of the Debtors' sole significant asset -- the 58-acre
parcel of land (the Mall Property) which formerly housed an
operating mall. CBRE Inc. will perform marketing and auction
services in accordance with a court approved retention agreement.
Meyer Lebovits (the Debtors' managing member) and/or ML Estate
Holdings LLC (the ML Parties) will provide $650,000 (the GUC
Administrative Reserve) to be used to pay statutory fees of the
U.S. Trustee, administrative expenses and unsecured claims.
Proceeds of the Mall Property will be used to pay real estate tax
claims against the Mall Property and Romspen US Master Mortgage,
LP. If funds remain after those claims are paid in full, the
proceeds will be used to pay administrative expenses not fully paid
by the GUC Administrative Reserve. The Debtors will make
Distributions to the Holders of Allowed Claims on or about the
Effective Date which is when the transfer of the Mall Property to
the Winning Bidder occurs.
Classes and Treatment of Claims under the Plan
* Class 1 MTAG Secured Claim
Treatment: MTAG's Lien remains in place until the Mall Property
sold and MTAG's claim is paid in full.
Amount of Claim: $477,771
Amount of Recovery: $477,771
* Class 2 ATCF Secured Claim
Treatment: ATCF's Lien remains in place until the Mall Property
sold and ATCF's claim is paid in full.
Amount of Claim: $483,243
Amount of Recovery: $483,243
* Class 3 Romspen US Master Mortgage, LP's Secured Claim
Treatment: Romspen's Lien remains in place until the Mall
Property sold. Romspen shall receive all auction proceeds after
payments of real estate tax liens and the claims of class 1 and
Class 2 creditors.
* Class 4 Hudson's Furniture Showroom, Inc.'s Claim
Treatment: Lease and Purchase Option assumed.
Amount of Claim: $0
Amount of Recovery: $0
* Class 5 General Unsecured Claims
Treatment: Claim Holders will receive Pro Rata Share of
$40,000
Amount of Claim: $1,400,000 plus Romspen Deficiency Claim
Amount of Recovery: Pro Rata Share of $40,000
* Class 6 Interests in Desoto Owners
Treatment: Holders of these membership interests will receive
no distribution in the Plan
Amount of Claim: 100% Membership Interests
Amount of Recovery: $0
* Class 7 Interests in Desoto Holding
Treatment: Holders of these membership interests will receive
no distribution in the Plan
Amount of Claim: 100% Membership Interests
Amount of Recovery: $0
A copy of the Disclosure Statement is available for free at
https://bit.ly/37QC77x from PacerMonitor.com.
Counsel for the Debtors:
Isaac Nutovic, Esq.
Nutovic & Associates
261 Madison Avenue, 26th Floor
New York, NY 10016
Tel: (212) 421-9100
About Desoto Holding
Based in Brooklyn, New York, Desoto Holding LLC filed a Chapter 11
petition (Bankr. E.D.N.Y Case No. 20-43388) on Sept. 22, 2020. At
the time of filing, the Debtor estimated assets of between $0 to
$50,000 and $10 million to $50 million liabilities. Isaac Nutovic,
Esq. of Nutovic & Associates is the Debtor's counsel.
DESOTO OWNERS: Unsecureds to Share Pro Rata of $40K
---------------------------------------------------
Desoto Owners LLC and Desoto Holding LLC filed with the U.S.
Bankruptcy Court for the Eastern District of New York, on August
13, 2021, a Disclosure Statement for their Fifth Amended Joint Plan
of Liquidation dated August 11, 2021.
The Plan is a liquidating plan and provides for the marketing and
auction sale of the Debtors' sole significant asset -- the 58-acre
parcel of land (the Mall Property) which formerly housed an
operating mall. CBRE Inc. will perform marketing and auction
services in accordance with a court approved retention agreement.
Meyer Lebovits and/or ML Estate Holdings LLC (the ML Parties) will
provide $650,000 (GUC Administrative Reserve) to be used to pay
statutory fees of the U.S. Trustee, administrative expenses and
unsecured claims.
Proceeds of the Mall Property will be used to pay real estate tax
claims against the Mall Property and Romspen US Master Mortgage,
LP. If funds remain after those claims are paid in full, the
proceeds will be used to pay administrative expenses not fully paid
by the GUC Administrative Reserve. The Debtors will make
Distributions to the Holders of Allowed Claims on or about the
Effective Date which is when the transfer of the Mall Property to
the Winning Bidder occurs.
Classes and Treatment of Claims under the Plan
* Class 1 MTAG
Treatment: MTAG's Lien remains in place until the Mall Property
sold and MTAG's claim is paid in full.
Amount of Claim: $477,771
Amount of Recovery: $477,771
* Class 2 ATCF
Treatment: ATCF's Lien remains in place until the Mall Property
sold and ATCF's claim is paid in full.
Amount of Claim: $483,243
Amount of Recovery: $483,243
* Class 3 Romspen US Master Mortgage, LP's Secured Claim
Treatment: Romspen's Lien remains in place until the Mall
Property sold. Romspen shall receive all auction proceeds after
payments of real estate tax liens and the claims of class 1 and
Class 2 creditors.
* Class 4 Hudson's Furniture Showroom, Inc.'s Claim
Treatment: Lease and Purchase Option assumed.
Amount of Claim: $0
Amount of Recovery: $0
* Class 5 General Unsecured Claims
Treatment: Claim Holders will receive Pro Rata Share of
$40,000
Amount of Claim: $1,400,000 plus Romspen Deficiency Claim
Amount of Recovery: Pro Rata Share of $40,000
* Class 6 Interests in Desoto Owners
Treatment: Holders of these membership interests will receive
no distribution in the Plan
Amount of Claim: 100% Membership Interests
Amount of Recovery: $0
* Class 7 Interests in Desoto Holding
Treatment: Holders of these membership interests will receive
no distribution in the Plan
Amount of Claim: 100% Membership Interests
Amount of Recovery: $0
A copy of the Disclosure Statement is available for free at
https://bit.ly/2W4IhhR from PacerMonitor.com.
Counsel for the Debtors:
Isaac Nutovic, Esq.
Nutovic & Associates
261 Madison Avenue, 26th Floor
New York, N.Y. 10016
Telephone: (212)421-9100
About Desoto Owners
Desoto Owners LLC is a Single Asset Real Estate (as defined in 11
U.S.C. Section 101(51B)), owning a real property commonly known as
the Desoto Square Mall, which is located at 303 301 Blvd W.,
Bradenton, Fla. and is situated on a 58-acre parcel of land.
Desoto Owners LLC filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-
43387) on Sep. 22, 2020. The petition was signed by Moshe Fridman,
chief executive officer. At the time of filing, the Debtor
estimated $1 million to $10 million in assets and $10 million to
$50 million in liabilities. Isaac Nutovic, Esq., at Nutovic &
Associates, represents the Debtor.
DIGIPATH INC: Incurs $117K Net Loss in Third Quarter
----------------------------------------------------
Digipath, Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $177,214
on $764,015 of revenues for the three months ended June 30, 2021,
compared to a net loss of $520,687 on $407,229 of revenues for the
three months ended June 30, 2020.
For the nine months ended June 30, 2021, the Company reported a net
loss of $549,650 on $1.90 million of revenues compared to a net
loss of $1.35 million on $1.97 million of revenues for the same
period during the prior year.
As of June 30, 2021, the Company had $1.50 million in total assets,
$2.68 million in total liabilities, and $1.18 million in total
stockholders' deficit.
During the nine months ended June 30, 2021, net cash used in
operating activities was $139,096, compared to net cash used in
operating activities of $614,937 for the same period ended June 30,
2020. The decrease in cash used in operating activities was
primarily attributable to our decreased net loss.
During the nine months ended June 30, 2021, net cash used in
investing activities was $1,206, compared to $341,008 for the same
period ended June 30, 2020. The decrease is attributable to fewer
investments made for cannabis testing equipment in the current
period, and the $200,000 purchase of VSSL Enterprises, Ltd. in the
prior period.
During the nine months ended June 30, 2021, net cash provided by
financing activities was $130,362, compared to net cash provided by
financing activities of $759,068 for the same period ended June 30,
2020. The current period consisted primarily of $175,000 of
proceeds received on debt financing, proceeds of $20,250 from the
sale of stock, as offset by $24,443 of principal payments on an
equipment lease and $40,445 of principal payments on an equipment
loan, compared to $770,034 of net proceeds received on debt
financing and proceeds of $56,500 from the sale of stock, as offset
by $41,824 of principal payments on an equipment lease and $25,642
of principal payments on an equipment loan in the comparative
period.
As of June 30, 2021, the Company's balance of cash on hand was
$72,809, and the Company had negative working capital of $417,788
and an accumulated recurring losses of $17,814,800.
Digipath said, "We currently may not have sufficient funds to
sustain our operations for the next twelve months and we may need
to raise additional cash to fund our operations and expand our lab
testing business. As we continue to develop our lab testing
business and attempt to expand operational activities, we expect to
experience net negative cash flows from operations in amounts not
now determinable, and will be required to obtain additional
financing to fund operations through common stock offerings to the
extent necessary to provide working capital. We have and expect to
continue to have substantial capital expenditure and working
capital needs.
The Company has incurred recurring losses from operations resulting
in an accumulated deficit, and, as set forth above, the Company's
cash on hand is not sufficient to sustain operations. These
factors raise substantial doubt about the Company's ability to
continue as a going concern. Management is actively pursuing new
customers to increase revenues. In addition, the Company is
currently seeking additional sources of capital to fund short term
operations. In the event sales do not materialize at the expected
rates, management would seek additional financing or would attempt
to conserve cash by further reducing expenses. There can be no
assurance that we will be successful in achieving these objectives,
becoming profitable or continuing our business without either a
temporary interruption or a permanent cessation. In addition,
additional financing may result in substantial dilution to existing
stockholders."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1502966/000149315221020216/form10-q.htm
About DigiPath
Headquartered in Las Vegas, Nevada, Digipath, Inc. --
http://www.digipath.com-- offers full-service testing lab for
cannabis, hemp and ancillary cannabis and hemp infused products
serving growers, dispensaries, caregivers, producers, patients and
eventually all end users of cannabis and botanical products.
DigiPath reported a net loss of $2.31 million for the year ended
Sept. 30, 2020, compared to a net loss of $1.80 million for the
year ended Sept. 30, 2019. As of March 31, 2021, the Company had
$1.57 million in total assets, $2.68 million in total liabilities,
and a total stockholders' deficit of $1.11 million.
M&K CPAS, PLLC, in Houston, Texas, the Company's auditor since
2017, issued a "going concern" qualification in its report dated
Jan. 29, 2021, citing that the Company has recurring losses from
operations and insufficient working capital, which raises
substantial doubt about its ability to continue as a going concern.
DOLPHIN ENTERTAINMENT: Posts $1.4-Mil. Net Income in Second Quarter
-------------------------------------------------------------------
Dolphin Entertainment, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing net income
of $1.35 million on $8.64 million of total revenues for the three
months ended June 30, 2021, compared to a net loss of $2.94 million
on $5.19 million of total revenues for the three months ended June
30, 2020.
For the six months ended June 30, 2021, the Company reported a net
loss of $3.92 million on $15.82 million of total revenues compared
to a net loss of $869,754 on $11.83 million of total revenues for
the same period during the prior year.
As of June 30, 2021, the Company had $50.99 million in total
assets, $28.82 million in total liabilities, and $22.17 million in
total stockholders' equity.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1282224/000155335021000705/dlpn_10q.htm
About Dolphin Entertainment
Headquartered in Coral Gables, Florida, Dolphin Entertainment, Inc.
-- http://www.dolphinentertainment.com-- is an independent
entertainment marketing and premium content development company.
Through its subsidiaries, 42West LLC, The Door Marketing Group LLC
and Shore Fire Media, Ltd, the Company provides expert strategic
marketing and publicity services to many of the top brands, both
individual and corporate, in the entertainment, hospitality and
music industries.
Dolphin Entertainment reported a net loss of $1.94 million for the
year ended Dec. 31, 2020, compared to a net loss of $2.33 million
for the year ended Dec. 31, 2019.
Miami, Florida-based BDO USA, LLP, the Company's auditor since
2014, issued a "going concern" qualification in its report dated
April 15, 2021, citing that the Company has suffered recurring
losses from operations, and at Dec. 31, 2020, has an accumulated
deficit, and a working capital deficit that raise substantial doubt
about the Company's ability to continue as a going concern.
DREAM DUFFEL: Wins Interim Authority to Use Cash Collateral
-----------------------------------------------------------
Dream Duffel, LLC sought and obtained interim authority from the
U.S. Bankruptcy Court for the District of Minnesota to use cash
collateral to meet its operating expenses.
Specifically, the Debtor is authorized to use the cash collateral
in which Midwest One Bank, Kabbage Funding and the U.S. Small
Business Administration have an interest, through September 15.
The Court held a final hearing on the motion on August 19. A final
hearing is set for September 16 at 10 a.m.
The Debtor's secured lienholders are:
a. Midwest One Bank, as successor in interest to Central Bank - UCC
Financing Statement filed on April 9, 2013, Filing Number:
201331887797, with the Minnesota Secretary of State, securing a
lien on all assets of the Debtor, including cash and receivables.
Midwest One has a lien on cash collateral.
b. Kabbage Funding - UCC Financing Statement filed on July 15,
2019, by Corporate Service Company, representative, Filing Number:
1092516400201, with the Minnesota Secretary of State securing a
lien on all assets of the Debtor, including cash and receivables.
Kabbage Funding has a lien on cash collateral.
c. U.S. Small Business Administration - UCC Financing Statement
filed on July 7, 2020, Filing Number: 1166362300554, with the
Minnesota Secretary of State securing a lien on all assets of the
Debtor, including cash and receivables. U.S. Small Business
Administration has a lien on cash collateral.
d. Chase Bank has a secured lien against a 2017 Jaguar F-Pace with
approximately 28,900 miles, VIN SADCL2BV8HA070302, but this lien
does not include cash collateral as its only security is said
vehicle.
e. Citizens One has a secured lien against a 2015 GMC Sierra Denali
with approximately 48,000 miles, VIN 3GTU2WEJ4FG411065, but this
lien does not include cash collateral as its only security is said
vehicle.
As and for adequate protection of the secured creditors' interest
in the cash collateral:
a. The Debtor will use cash to pay ordinary and necessary business
expenses and administrative expenses, except for variations
attributable to expenditures specifically authorized by Court
order.
b. The Debtor will grant the secured creditors replacement liens,
to the extent of the Debtor's use of cash collateral, in
post-petition inventory, cash, accounts, equipment, and general
intangibles, with such liens being of the same priority, dignity,
and effect as their respective prepetition liens.
c. The Debtor will carry insurance on its assets.
d. The Debtor will provide the secured creditors such reports and
documents as they may reasonably request.
e. The Debtor will afford the secured creditors the right to
inspect the Debtor's books and records and the right to inspect and
appraise the collateral at any time during normal operating hours
and upon reasonable notice to the Debtor and its attorneys.
The relief is subject to review and possible further action by J.
Richard Stermer, the Chapter 7 trustee in the case of Barbara and
Robert Johnson, Case No. 21-41383. The action may include an
objection to the status of the Chapter 11 case.
A copy of the motion and the Debtor's budget for August to December
is available at https://bit.ly/3xT0nQR from PacerMonitor.com.
The Debtor projects $35,000 in gross income and $26,841 in total
expenses for August 13 to 31.
About Dream Duffel, LLC
Dream Duffel, LLC offers duffel bags for competitive dancers,
skaters, pageantry and other competitive sports.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Minn. Case No. 21-41447) on August 13,
2021. In the petition signed by Barbara L. Johnson, CEO, the Debtor
disclosed $705,501 in assets and $1,642,160 in liabilities.
Judge Katherine A. Constantine oversees the case.
John D. Lamey III, Esq. at Lamey Law Firm, P.A. is the Debtor's
counsel.
EASTERDAY RANCHES: Lee Buying Farm's Beechcraft Aircraft for $680K
------------------------------------------------------------------
Easterday Ranches, Inc., and affiliates ask the U.S. Bankruptcy
Court for the Eastern District of Washington to authorize the sale
of Easterday Farms' 1985 Beechcraft King Air C-90A turbojet
aircraft (N-No. N190EF, Serial No. LJ-1122), together with all
original and consecutive logbooks, maintenance manuals, wiring
diagrams, and any other records that pertain to the Aircraft in the
Debtor's possession, free and clear of all liens, claims,
interests, and encumbrances, to Albert G. Lee Jr., as set forth in
the Purchase Agreement, for $680,000, subject to higher and/or
better offers at the hearing on the Motion.
The Debtors were historically engaged in commercial farming and
ranching operations, as more fully described in the First Day
Declaration. In support of these commercial agricultural
operations, Farms owns certain aviation related assets, including
the Aircraft, together with all original and consecutive logbooks,
maintenance manuals, wiring diagrams, and any other records that
pertain to the Aircraft in Debtor's possession, as well as a
fractional interest in an aircraft hangar at the Tri-Cities Airport
in Pasco, Washington, aircraft tugs, and related equipment and
other assets ("Aviation Assets").
On May 6, 2021, Farms filed an Application for the approval of the
retention of J&D Aircraft Sales, LLC, as its broker for the
Aviation Assets. On May 20, 2021, the Court entered the order
approving of Farms' retention of the Aviation Broker, nunc pro tunc
to May 6, 2021. As part of its retention, the Aviation Broker has
been actively marketing the Aviation Assets.
In particular, the Aviation Broker marketed the Aircraft at a list
price of $895,000 in locally circulated newspapers and on
traditional, industry-standard online aviation marketplace.
However, no offers were forthcoming. Accordingly, in late July
2021, the Aviation Broker, in consultation with Farms, lowered the
list price of the Aircraft to $725,000.
As a result of the lowered list price, Farms received multiple
offers for the Aircraft below list price. Farms and the Aviation
Broker leveraged these multiple offers and engaged with interested
parties to negotiate for the highest and otherwise best offer for
the Aircraft. Following several weeks of negotiations with various
interested parties, Farms entered into that certain Aircraft
Purchase Agreement, effective Aug. 13, 2021 with the Purchaser for
the purchase of the Aircraft, subject to Court approval.
As more fully set forth therein, the Purchase Agreement provides
for the sale of the Aircraft on an "as-is-where-is" basis in
exchange for the amount of $680,000, subject to the Purchaser's
inspection and an opportunity to identify any issues with the
Aircraft prior to Aug. 20, 2021, at 5:00 p.m. (PT). The Purchase
Agreement also provides that the Aircraft is being sold and
delivered in its present location, thereby saving the estate
further resources that would be required to deliver the Aircraft to
a different location.
While Farms does not believe that the Aircraft is subject to any
liens, Farms requests, out of an abundance of caution, to sell the
Aircraft free and clear of liens pursuant to section 363(f), with
any such liens attaching to the proceeds of sale of the Aircraft to
the extent applicable.
Farms requests that the order approving the sale be effective
immediately by providing that the 14-day stay under Bankruptcy Rule
6004(h) is waived.
Farms believes that the sale of the Aircraft is fair, reasonable,
and in the best interest of its estate and creditors.
If the Court approves the Debtor's motion to shorten time, the
hearing will be held on Aug. 25, 2021, at 1:30 p.m. (PT),
telephonically via conference call-in number: (877) 402-9757,
Access Code: 703-6041.
A copy of the Agreement is available at
https://tinyurl.com/2xdd7uf5 from PacerMonitor.com free of charge.
About Easterday Ranches and Easterday Farms
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.
ELDERHOME LAND: Unsecureds to Share of New Value Contributions
--------------------------------------------------------------
ElderHome Land, LLC and Burtonsville Crossing, LLC filed with the
U.S. Bankruptcy Court for the District of Maryland a Joint Chapter
11 Plan of Reorganization and Joint Disclosure Statement dated
August 13, 2021.
The Plan will be funded from a refinance of The ElderHome Land
Property and the Burtonsville Crossing Property.
ElderHome Land Property consists of approximately 5.86 acres of
commercial property located in Montgomery County, and is the site
of a proposed senior housing project. Over the years, the
ElderHome Land Property has been developed from raw land into a
finished site pad with a new road, water management pond, and
utilities. The ElderHome Land Property has Master Plan approval
for a 120-bed senior assisted living facility, which is expected to
be increased to 195 beds with a mix of independent, assisted living
and memory care. Burtonsville Crossing Property consists of
approximately 11 acres located in Montgomery County, Maryland and
is zoned RC (Rural Cluster).
The Plan will also be funded from the recovery of economic damages
against Montgomery County in the RLUIPA litigation, involving the
Burtonsville Crossing Property, in the asserted amount of
$2,208,000. Closing on the sale of the Burtonsville Crossing
Property is conditioned on the outcome of the litigation.
Except as otherwise set forth in the Plan, all Allowed Claims shall
be satisfied by the Debtors in full on or before August 31, 2022.
Classes of Claims and Their Treatment in the Plan
* Class 1 (Secured Tax Claim of Montgomery County against
ElderHome Land)
Class 1 consists of the Secured Tax Claim of Montgomery County,
Maryland for $10,629, plus accrued interest at the legal rate,
arising out of unpaid real property taxes against the ElderHome
Land Property for the period of 2019 through 2021. The Class 1
Secured Tax Claim shall be paid by ElderHome Land on the Effective
Date. This Class is Unimpaired.
* Class 2 (Secured Tax Claim of Montgomery County against
Burtonsville Crossing)
Class 2 consists of the Secured Tax Claim of Montgomery County,
Maryland for $8,675, plus accrued interest at the legal rate,
arising out of unpaid real property taxes against the Burtonsville
Crossing Property for the period of 2019 through 2021. Class 2
Claim shall be paid by Burtonsville Crossing on the Effective Date.
This Class is Unimpaired.
* Class 3 (Secured Claim of Millenium Investment Group, LLC
against ElderHome Land and Burtonsville Crossing)
Class 3 consists of the Secured Claim of Millenium Investment
Group, LLC in the disputed amount of $4,982,109. The Class 3 Claim
is secured by the Properties.
The Class 3 Claim shall be allowed in an amount determined by Order
of the Bankruptcy Court, after trial or settlement of the Debtors'
claims and causes of action against Millenium, and shall be paid by
the Debtors in full no later than August 31, 2022. Beginning on
the Effective Date, the Millenium Allowed Secured Claim shall
accrue interest at the rate of 13% per annum (reduced from the
non-default rate of 20%), until such time as the Claim is paid in
full. In the event the Debtors fail to timely provide proof
satisfactory to Millenium, by not later than July 1, 2022, that the
Millenium Allowed Secured Claim will be paid in full by the
Maturity Date, a Plan Administrator shall be appointed to market
and offer the Properties for sale. The Debtors dispute the amount
of the Class 3 Claim. Class 3 is Impaired.
* Class 4 (Post-Petition Secured Claim of SC210034, LLC, against
ElderHome Land and Burtonsville Crossing)
Class 4 consists of the Post-Petition Secured Claim of SC210034,
LLC for approximately $860,000. The Class 4 Claim is secured by a
lien on and against substantially all assets of the Debtors,
subordinate only to the lien(s) of the Holder of the Class 3
Secured Claim.
The Class 4 Allowed Secured Claim shall be paid in full within
three business days of the Debtors receiving any cash Litigation
Proceeds but, in any event, no later than August 31, 2022,
subordinate only to the payment of Allowed Claims in Class 1, 2 and
3. Class 4 is Impaired.
* Class 5 (General Unsecured Claims against ElderHome Land)
Class 5 consists of the General Unsecured Claims filed against
ElderHome Land for approximately $24,945. Each Holder of an
Allowed Class 5 Claim shall receive payment on a pro-rata basis, in
equal quarterly installments, beginning on the Effective Date, and
continuing on the first day of each quarter thereafter until the
Allowed Class 5 Claims are paid in full, but in any event no later
than August 31, 2022. The Class 5 Claims will be paid through new
value contributions made by one or more principals of the Debtors.
The Debtors reserve the right to object to these Claims. This
Class is Impaired.
* Class 6 (General Unsecured Claims against Burtonsville
Crossing)
Class 6 consists of the General Unsecured Claims filed against
Burtonsville Crossing for approximately $325. Each Holder of an
Allowed Class 6 Claim shall receive payment in full on the
Effective Date. This Class is Unimpaired.
* Class 7 (Equity Interests in ElderHome Land)
As of the Petition Date, the membership interests in ElderHome Land
were owned by Thomas Norris (48%), Elizabeth Norris (48%), and
Kimberly Seeley (4%). Each Equity Interest Holder will purchase
their equity interests in the Reorganized Debtor by making a new
value contribution to the Plan of up to $6,500 per quarter,
beginning on the Effective Date, and continuing on the first day of
each quarter thereafter, to be used to fund distributions to
Holders of Class 5 Allowed General Unsecured Claims. Class 7 is
Impaired but cannot vote to accept or reject the Plan.
* Class 8 (Equity Interests in Burtonsville Crossing)
As of the Petition Date, the membership interests in Burtonsville
Crossing were owned by Thomas Norris (46%), Elizabeth Norris (46%),
and Kimberly Seeley (8%). Class 8 will not retain or acquire any
property under the Plan on account of their Equity Interests.
Class 8 is Impaired and is deemed to reject the Plan.
A copy of the Disclosure Statement is available for free at
https://bit.ly/3CZQyEr from PacerMonitor.com.
Counsel for the Debtors:
Steven L. Goldberg, Esq.
McNamee Hosea Jernigan Kim
Greenan & Lynch, P.A.
6411 Ivy Lane, Suite 200
Greenbelt, MD 20770
Telephone: 301-441-2420
Email: sgoldberg@mhlawyers.com
ElderHome Land and Burtonsville Crossing
Burtonsville Crossing, LLC and ElderHome Land, LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md.
Lead Case No. 21-10492) on Jan. 25, 2021. At the time of the
filing, the Debtors had between $1 million and $10 million in both
assets and liabilities. Judge Maria Ellena Chavez-Ruark oversees
the cases. McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, PA, and
Gordon & Simmons, LLC serve as the Debtors' bankruptcy counsel and
special counsel, respectively.
FREDERICK LLC: Wins Cash Collateral Access Thru Nov 19
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized The Frederick, LLC to use cash collateral on an interim
basis in accordance with the budget.
In consideration of the Debtor's use of cash collateral, MA
Opportunity Investments, LLC, American Express, and the U.S. Small
Business Administration are granted a continuing and uninterrupted
post-petition security interests in all of the Debtor's assets, to
the extent of the validity, perfection, priority, enforceability,
and sufficiency of their pre-petition lien or security interest.
The Post-Petition Liens granted will be valid and fully perfected
without the execution or recording of any further security
agreements, mortgages, financing statements, or any other such
documents or any other further action by the Debtor or Secured
Parties.
The Debtor is directed to file a reconciled budget through October
31, 2021 and a projected budget for November and December 2021 and
January 2022 with the Bankruptcy Court no later than November 12.
The Court will conduct a final hearing on the Debtor's use of cash
collateral on November 19 at 11 a.m., via telephone. Objections are
due November 17.
In its budget, the Debtor projects $114,780 in total income and
$8,742 in total operating expenses.
About The Frederick, LLC
The Frederick, LLC owns and operates the Kemble Inn, a
nine-guestroom mansion built in the 1880s, and Table Six, a fine
dining restaurant and bar, located in Lenox, Massachusetts.
It sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Mass. Case No. 21-30240) on June 28, 2021. In the
petition signed by Scott M. Shortt, manager, the Debtor disclosed
up to $10 million in both assets and liabilities.
Judge Elizabeth D. Katz oversees the case.
Andrea M. O'Connor, Esq., at Fitzgerald Attorneys At Law, P.C. is
the Debtor's counsel.
GBG USA: Seeks to Hire AMJ Advisors, Appoint Chief Strategy Officer
-------------------------------------------------------------------
GBG USA, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
AMJ Advisors, LLC and appoint AMJ President Alan Jacobs as their
chief strategy officer.
Mr. Jacobs and his firm will render these services:
a. assisting the Debtors in (i) identifying various
operational, managerial, financial or strategic restructuring
alternatives and in their review of relevant cash flow projections
reflecting such alternatives, (ii) understanding the Debtors'
business, and (iii) preparing and evaluating contingency plans;
b. serving as principal contact with the Debtors'
pre-bankruptcy and post-petition lenders and working with the
Debtors' finance team to provide requested information, on a timely
basis, to the lenders and their advisors;
c. providing advice and recommendations with respect to other
related matters as the Debtors may request from time to time, as
agreed.
AMJ will be paid a monthly fee of $75,000. The firm received a
retainer in the amount of $75,000.
Mr. Jacobs disclosed in a court filing that his firm is a
"disinterested person" as that term is defined by Section 101(14)
of the Bankruptcy Code.
AMJ can be reached through:
Alan M. Jacobs
AMJ Advisors, LLC
999 Central A venue, Suite 208
Woodmere, NY 11598
Office:(516) 791-1100
Fax: (212) 937-2300
Mobile: (516) 946-4470
Email: alanmjacobs@amjadvisors.com
GBG USA Inc.
GBG USA, Inc. is a company incorporated under the laws of Delaware
and is an indirect wholly-owned subsidiary of Global Brands Group
Holding Limited (SEHK Stock Code: 787). It is primarily engaged in
operating the wholesale and direct-to-consumer footwear and apparel
business in North America.
Global Brands Group Holding Limited is a branded apparel and
footwear company. It designs, develops, markets and sells products
under a diverse array of owned and licensed brands.
The Group's European wholesale business operates under legal
entities entirely separate and independent from the wholesale
business in North America. It primarily supplies apparel, footwear
and accessories to retailers and consumers across Europe under
licenses separately entered into by the European entities of the
Group. The Group's global brand management business operates on a
different business model and is distinctly separate from the
wholesale businesses in North America and Europe.
GBG USA and 10 affiliates sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 21-11369) on July 29, 2021. In its
petition, GBG listed between $1 billion and $10 billion in both
assets and liabilities.
The cases are handled by Judge Michael E. Wiles.
The Debtors tapped Willkie Farr & Gallagher LLP as legal counsel,
Ankura Consulting Group LLC as financial advisor, and Ducera
Partners LLC as investment banker. Alan M. Jacobs, president of
AMJ Advisors LLC, serves as the Debtor's chief strategy officer.
Prime Clerk, LLC is the claims and noticing agent and
administrative advisor.
Moses & Singer, LLP serves as legal counsel to the first lien admin
agent, first lien collateral agent and second lien collateral
agent. Meanwhile, the first lien lenders are represented by
Linklaters, LLP.
GBG USA: Seeks to Hire Ankura Consulting Group as Financial Advisor
-------------------------------------------------------------------
GBG USA, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Ankura Consulting Group, LLC as their financial advisor.
The firm's services include:
(a) reviewing the Debtors' existing cash flow forecasts, and
to the extent necessary, assisting the management in updating or
refining cash flow forecasting models and methodologies;
(b) advising the Debtors with respect to various financial
analyses and financial modeling activities, as requested;
(c) assisting the Debtors in negotiations with their
stakeholders, including landlords, creditors and suppliers;
(d) assisting the management in responding to information
requests from the Debtors' stakeholders and potential buyers;
(e) supporting financing that is necessary to administer the
case, including the development, revising and monitoring of a
budget and negotiation of a debtor-in-possession credit facility;
(f) assisting the Debtors in obtaining court approval for any
DIP financing facility or the Debtors' use of cash collateral;
(g) assisting the Debtors in developing and implementing
contingency communication plans for their stakeholders;
(h) assisting in the preparation of due diligence information
and in negotiations with creditors, the creditors' committee and
other constituencies in the case;
(i) preparing, negotiating and seeking approval of the
Debtors' disclosure statement and plan of reorganization or
liquidation;
(j) assisting the Debtors with respect to bankruptcy-related
claims estimation, management and reconciliation processes;
(k) assisting the Debtors in preparing reports; and
(l) performing other necessary financial advisory services.
The firm's hourly rates are as follows:
Senior Managing Directors $1,015 - $1,155 per hour
Managing Director $900 - $990 per hour
Senior Director $695 - $870 per hour
Director $575 - $725 per hour
Senior Associate $455 - $575 per hour
Associate $410 - $460 per hour
Stephen Marotta, a senior managing director at Ankura, 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:
Stephen Marotta
Ankura Consulting Group, LLC
485 Lexington Avenue, 10th Floor
New York, NY 10017
Main: +1.212.818.1555
Direct: +1.646.227.4259
Email: Stephen.marotta@ankura.com
GBG USA Inc.
GBG USA, Inc. is a company incorporated under the laws of Delaware
and is an indirect wholly-owned subsidiary of Global Brands Group
Holding Limited (SEHK Stock Code: 787). It is primarily engaged in
operating the wholesale and direct-to-consumer footwear and apparel
business in North America.
Global Brands Group Holding Limited is a branded apparel and
footwear company. It designs, develops, markets and sells products
under a diverse array of owned and licensed brands.
The Group's European wholesale business operates under legal
entities entirely separate and independent from the wholesale
business in North America. It primarily supplies apparel, footwear
and accessories to retailers and consumers across Europe under
licenses separately entered into by the European entities of the
Group. The Group's global brand management business operates on a
different business model and is distinctly separate from the
wholesale businesses in North America and Europe.
GBG USA and 10 affiliates sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 21-11369) on July 29, 2021. In its
petition, GBG listed between $1 billion and $10 billion in both
assets and liabilities.
The cases are handled by Judge Michael E. Wiles.
The Debtors tapped Willkie Farr & Gallagher LLP as legal counsel,
Ankura Consulting Group LLC as financial advisor, and Ducera
Partners LLC as investment banker. Alan M. Jacobs, president of
AMJ Advisors LLC, serves as the Debtor's chief strategy officer.
Prime Clerk, LLC is the claims and noticing agent and
administrative advisor.
Moses & Singer, LLP serves as legal counsel to the first lien admin
agent, first lien collateral agent and second lien collateral
agent. Meanwhile, the first lien lenders are represented by
Linklaters, LLP.
GBG USA: Seeks to Hire Prime Clerk as Administrative Advisor
------------------------------------------------------------
GBG USA, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Prime Clerk, LLC as their administrative advisor.
The firm's services include:
a. assisting in the solicitation, balloting and tabulation of
votes, preparing any related reports in support of confirmation of
a Chapter 11 plan, and processing requests for documents;
b. preparing an official ballot certification and, if
necessary, testifying in support of the ballot tabulation results;
c. assisting in the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs and
gathering data in conjunction therewith;
d. providing a confidential data room, if requested;
e. managing and coordinating any distributions pursuant to a
Chapter 11 plan; and
f. other bankruptcy administrative services.
The firm's hourly rates are as follows:
Director of Solicitation $210 per hour
Solicitation Consultant $190 per hour
COO and Executive VP No charge per hour
Director $175 - $195 per hour
Consultant/Senior Consultant $65 - $165 per hour
Technology Consultant $35 - $95 per hour
Analyst $30 - $50 per hour
Prime Clerk received payment in the amount of $45,000 for
pre-bankruptcy fees and expenses and an advance in the amount of
$25,000. The firm will also be reimbursed for out-of-pocket
expenses incurred.
Benjamin Steele, vice president of Prime Clerk, 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.
Prime Clerk can be reached at:
Benjamin J. Steele
Prime Clerk LLC
830 3rd Avenue, 9th Floor
New York, NY10022
Tel: (212) 257-5450
Email: bsteele@primeclerk.com
GBG USA Inc.
GBG USA, Inc. is a company incorporated under the laws of Delaware
and is an indirect wholly-owned subsidiary of Global Brands Group
Holding Limited (SEHK Stock Code: 787). It is primarily engaged in
operating the wholesale and direct-to-consumer footwear and apparel
business in North America.
Global Brands Group Holding Limited is a branded apparel and
footwear company. It designs, develops, markets and sells products
under a diverse array of owned and licensed brands.
The Group's European wholesale business operates under legal
entities entirely separate and independent from the wholesale
business in North America. It primarily supplies apparel, footwear
and accessories to retailers and consumers across Europe under
licenses separately entered into by the European entities of the
Group. The Group's global brand management business operates on a
different business model and is distinctly separate from the
wholesale businesses in North America and Europe.
GBG USA and 10 affiliates sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 21-11369) on July 29, 2021. In its
petition, GBG listed between $1 billion and $10 billion in both
assets and liabilities.
The cases are handled by Judge Michael E. Wiles.
The Debtors tapped Willkie Farr & Gallagher LLP as legal counsel,
Ankura Consulting Group LLC as financial advisor, and Ducera
Partners LLC as investment banker. Alan M. Jacobs, president of
AMJ Advisors LLC, serves as the Debtor's chief strategy officer.
Prime Clerk, LLC is the claims and noticing agent and
administrative advisor.
Moses & Singer, LLP serves as legal counsel to the first lien admin
agent, first lien collateral agent and second lien collateral
agent. Meanwhile, the first lien lenders are represented by
Linklaters, LLP.
GBG USA: Seeks to Hire Willkie Farr & Gallagher as Legal Counsel
----------------------------------------------------------------
GBG USA, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Willkie Farr & Gallagher, LLP to serve as legal counsel in their
Chapter 11 cases.
The firm's services include:
(a) preparing legal papers in connection with the
administration of the cases;
(b) advising the Debtors regarding their rights and
obligations in the continued operation of their businesses and the
management of their estates;
(c) representing the Debtors in the sale of their businesses;
(d) advising the Debtors on corporate finance, employee
benefits, real estate, tax and bankruptcy law, commercial
litigation, debt restructuring and asset dispositions;
(e) advising the Debtors with respect to actions to protect
and preserve their estates during the pendency of their bankruptcy
cases, including the prosecution of actions on behalf of the
Debtors, the defense of actions commenced against the Debtors,
negotiations concerning litigation in which the Debtors are
involved and objections to claims filed against the estates; and
(f) performing all other necessary legal services.
The firm's standard hourly rates are as follows:
Partners $1,250 - $1,800 per hour
Associates $410 - $1,225 per hour
Paraprofessionals $280 - $460 per hour
The hourly rates for the Willkie attorneys with primary
responsibility on this matter are as follows:
Rachel C. Strickland, Partner $1,700 per hour
Melainie Mansfield, Partner $1,550 per hour
Daniel Durschlag, Partner $1,275 per hour
Andrew S. Mordkoff, Partner $1,250 per hour
Ciara Copell, Associate $1,010 per hour
Robert Engelke, Associate $1,010 per hour
Erin Ryan, Associate $930 per hour
Rachel Strickland, Esq., a partner at Willkie, disclosed in court
filings that her firm is "disinterested" as defined in Section
101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Ms.
Strickland disclosed that her firm has not agreed to a variation of
its standard or customary billing arrangements for its employment
with the Debtors, and that no Willkie professional has varied his
rate based on the geographic location of the Debtors' bankruptcy
cases.
Willkie's billing rates and material financial terms for the 12
months prior to the petition date were the same as the firm's
billing rates post-petition, inclusive of an annual increase in the
firm's rates, which occurred in October 2020, Ms. Strickland also
disclosed.
Ms. Strickland added that the Debtors have approved a budget and
staffing plan for the period of July 29 through Oct. 31, 2021.
The firm can be reached through:
Rachel C. Strickland, Esq.
Andrew S. Mordkoff, Esq.
Ciara A. Copell, Esq.
Willkie Farr & Gallagher, LLP
787 Seventh Avenue
New York, NY 10019
Telephone: (212) 728-8000
Facsimile: (212) 728-8111
Email: rstrickland@willkie.com
GBG USA Inc.
GBG USA, Inc. is a company incorporated under the laws of Delaware
and is an indirect wholly-owned subsidiary of Global Brands Group
Holding Limited (SEHK Stock Code: 787). It is primarily engaged in
operating the wholesale and direct-to-consumer footwear and apparel
business in North America.
Global Brands Group Holding Limited is a branded apparel and
footwear company. It designs, develops, markets and sells products
under a diverse array of owned and licensed brands.
The Group's European wholesale business operates under legal
entities entirely separate and independent from the wholesale
business in North America. It primarily supplies apparel, footwear
and accessories to retailers and consumers across Europe under
licenses separately entered into by the European entities of the
Group. The Group's global brand management business operates on a
different business model and is distinctly separate from the
wholesale businesses in North America and Europe.
GBG USA and 10 affiliates sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 21-11369) on July 29, 2021. In its
petition, GBG listed between $1 billion and $10 billion in both
assets and liabilities.
The cases are handled by Judge Michael E. Wiles.
The Debtors tapped Willkie Farr & Gallagher LLP as legal counsel,
Ankura Consulting Group LLC as financial advisor, and Ducera
Partners LLC as investment banker. Alan M. Jacobs, president of
AMJ Advisors LLC, serves as the Debtor's chief strategy officer.
Prime Clerk, LLC is the claims and noticing agent and
administrative advisor.
Moses & Singer, LLP serves as legal counsel to the first lien admin
agent, first lien collateral agent and second lien collateral
agent. Meanwhile, the first lien lenders are represented by
Linklaters, LLP.
GENTIVA HEALTH: S&P Upgrades ICR to 'BB+' on Acquisition by Humana
------------------------------------------------------------------
S&P Global Ratings raised the rating on Gentiva Health Services
Inc. (d/b/a Kindred-at-Home) to 'BB+' from 'B+' to reflect its
status as strategically important to its parent.
At the same time, S&P raised the issue-level rating on Gentiva's
senior secured debt to 'BB+' from 'B+'. The '3' recovery rating is
unchanged, indicating its expectation for meaningful (50%-70%;
rounded estimate: 50%) recovery in a default scenario.
Humana Inc. (BBB+/Stable/--) has acquired the remaining stake in
Gentiva Health.
The stable outlook on Gentiva reflects S&P's outlook on Humana and
indicates its expectation that Gentiva will achieve mid- to
high-single-digit revenue growth organically, while adjusted debt
to EBITDA remains about 4x-5x.
Gentiva would likely receive support in most circumstances by its
parent. In S&P's view, Gentiva now belongs to a group with a
stronger credit profile and would likely receive support in the
event it falls into financial difficulty. Humana plans to integrate
Gentiva's home health segment into its Home Solutions business to
leverage its greater scale and geographic position. In addition,
Humana plans to divest the company's hospice and community care
segments but will retain a minority stake.
S&P said, "We expect Gentiva's financial policy to moderate given
the sponsor has relinquished its controlling stake. We expect
credit metrics, including leverage, to improve over the medium
term. We expect Gentiva's adjusted debt to EBITDA to remain between
4x and 5x, which includes our assumption for modest acquisitions.
"The stable outlook reflects our expectation of mid- to
high-single-digit revenue growth organically, while adjusted debt
to EBITDA remains about 4x-5x over the next 12 months."
S&P could lower the rating on Gentiva within the next 12 months
if:
-- S&P lowers the rating on Humana; or
-- S&P assesses Gentiva's strategic relevance has weakened to
Humana, such that it would receive less support.
S&P could lower Gentiva's stand-alone credit profile (SACP) if it
expects Gentiva to sustain adjusted debt to EBITDA above 5.5x,
likely from new debt to fund an acquisition, distribution to
shareholders or a significant reimbursement rate that weakens
profitability.
S&P could raise the rating if:
-- S&P raises the rating on Humana;
-- S&P assesses Gentiva as having greater strategic relevance to
Humana; or
-- If proceeds from any divestiture or sale of assets are used to
pay down Gentiva's debt.
S&P could raise the SACP if it expects adjusted debt to EBITDA to
be sustained below 4x and adjusted free operating cash flow (FOCF)
to debt of above 10%.
GIRARDI & KEESE: Erika Accused of Spending $14 Million in Purchases
-------------------------------------------------------------------
Ryan Naumann of Radar Online reports that Real Housewives of
Beverly Hills star Erika Jayne reportedly spent $15 million on her
American Express from 2008 until 2020 but the reality star's lawyer
is firing back at the claims.
Page Six obtained an exclusive letter sent from the trustee
presiding over her estranged husband Thomas Girardi's involuntary
Chapter 7 bankruptcy to Jayne's legal team.
As Radar first reported, the trustee recently sued Jayne for the
return of $25 million. He claims Girardi's law firm loaned Jayne's
entertainment company EJ Global tens of millions over the years.
The once-respected lawyer's former clients are currently accusing
him of stealing their money. The clients' stories are all very
similar. Giardi would win a huge settlement for his client but fail
to pay out the money when the time came. He is accused of running
his law firm like a Ponzi scheme.
Many of his creditors accuse Jayne of helping him embezzle the
money. They say he diverted funds to her to keep their lavish
lifestyle rolling. Jayne has publicly denied knowing anything about
her husband's finances or legal matters. However, in court, the
reality star has dragged her feet on turning over financial
information and refuses to return a cent. She claims everything in
her possession was a gift was her husband.
The problem is the people who were screwed over by Girardi include
a group of orphans and widows who lost their loved ones in a tragic
plane crash, a fire burn victim owed $11 million, and countless
others who suffered incredible tragedies.
The letter obtained by Page Six lays out what the trustee
apparently uncovered while investigating Jayne. The lawyers claim
Jayne spent $14,259,012.84 between 2008 and 2020. Her company, that
she is the sole member, also spent $1.5 million at the McDonald
Selznick Associates Agency which represents dancers and
choreographers along with another $1.4 million in unknown
purchases.
Jayne also paid Kim Kardashian's best friend Stephanie Shepherd
$102k for unknown reasons. She also paid out $18k to the company
that owns Billboard and The Hollywood Reporter. She also appears to
have liked to drop massive amounts of money on publicists.
The letter states, "Mrs. Girardi signed under penalty of perjury
the return and personally approved the charges allocated to the
breakdown." The trustee believes whether Jayne knew where the
money was embezzled or not doesn't matter. He claims she is still
on the hook for paying back the money.
Ronald Richards, the lawyer investigating Jayne for alleged
embezzlement, told Page Six, "It is immaterial whether she knew her
husband had improperly diverted funds from clients. What is
relevant is that she received complete and total value for the
receivable and a formal demand for payment was sent."
Jayne's lawyer wasn't pleased with Page Six's story. He claims, "no
money whatsoever went to Erika" and said she had no role in her
husband's company.
He added, "Erika never had and does not have personal liability for
any debts or obligations of EJ Global LLC, period."
Jayne's lawyer called the claims "malicious" and accused the
lawyer's claims of being a "reckless publicity grab." He claimed,
"none of the payments and no money whatsoever went to Erika."
About Girardi & Keese
Girardi and Keese or Girardi & Keese was a Los Angeles-based law
firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It
served clients in California in a variety of legal areas. It was
known for representing plaintiffs against major corporations.
An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No.
20-21022) was filed in December 2020 against GIRARDI KEESE by
alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian,
Erika Saldana, Virginia Antonio, and Kimberly Archie.
The petitioners' attorneys:
Andrew Goodman
Goodman Law Offices, Apc
Tel: 818-802-5044
E-mail: agoodman@andyglaw.com
Elissa D. Miller, a member of the firm SulmeyerKupetz, has been
appointed as Chapter 7 trustee.
The Chapter 7 trustee can be reached at:
Elissa D. Miller
333 South Grand Ave., Suite 3400
Los Angeles, California 90071-1406
Telephone: (213) 626-2311
Facsimile: (213) 629-4520
E-mail: emiller@sulmeyerlaw.com
GOLF TAILOR: Unsecureds to Recover 6.25% of Allowed Claim in Plan
-----------------------------------------------------------------
Golf Tailor, LLC filed with the U.S. Bankruptcy Court for the
Northern District of Texas an Amended Chapter 11 Plan and Amended
Disclosure Statement dated August 13, 2021.
The funding of debts contained in the Plan will be from revenues
generated by the Debtor's continuing business operations and the
$25,000 in new value contributed by Tim Oyler and Michael Rhine,
each a 40% interest holder in the Debtor.
Classes and Treatment of Claims and Interest under the Plan
* Class 1 Administrative Claims
Class 1 consists of Administrative Claims, other than
administrative claims filed by governmental units. Class 1 shall
be paid in full in
cash on or before the later of (a) 10 days following the Effective
Date or (b) 10 days following the date on which the Administrative
Claims are Allowed by a Final Order of the Court.
* Class 2 Allowed Secured Claims of American Express
Class 2 Claim(s) shall be treated as secured claim(s) up to the
allowed amount of such claim(s). Debtor estimates the allowed
secured claim of American Express at zero. In the event American
Express is determined to hold an allowed unsecured claim, American
Express will be treated as a Class 5 Unsecured Creditor. Class 2
Claims are impaired.
* Class 3 Allowed Secured Claims of Clear Finance Technology
Corporation/CT Corporation Systems (CFT)
Class 3 Claim(s) shall be treated as secured claim(s) up to their
allowed amount. The estimated Class 3 Claim is $198,707 as of the
Petition Date. The allowed Class 3 claim will be paid over a
60-month period commencing within 30 days after the Effective Date
of the confirmed Plan, with interest at 3.25% per annum. The
monthly payment to CFT will be approximately $3,593. All remaining
amounts due and owing to CFT will be treated as general unsecured
claims in Class 5. The Class 3 Claims are impaired.
* Class 4 Allowed Secured Claims of Corporate Disk Company
Class 4 Claim(s), which shall be treated as secured claim(s) up to
the allowed amount, total approximately $175,000. The allowed
Class 4 claim will be paid over a 60-month period commencing within
30 days after the Effective Date of the confirmed Plan with 3.25%
per annum. The monthly payment to Corporate Disk Company will be
approximately $3,164. All remaining amounts due and owing to
Corporate Disk shall be treated as the general unsecured creditors
in Class 5. The Class 4 Claims are impaired.
* Class 5 Allowed Unsecured Claims
A Class 5 Claimant holding an Allowed Unsecured Claim shall be paid
a pro rata share of $800,000 over 60 months from the Effective date
of the confirmed Plan. Debtor shall begin making payments in
monthly installments on the Class 5 Claims 30 days after the
Effective date of the confirmed Plan. To the extent a claim is not
allowed until a date after the commencement of the 60-month payment
period, payments on such allowed claim will commence and be due on
the first day of the month following the date of the order allowing
such claim, and the first day of each month remaining in the
60-month payment period in an amount sufficient to pay the allowed
unsecured claim its pro rata share.
The first payment to Class 5 Claimants will be the claimant's pro
rata share of the monthly payment of $13,333 designated for allowed
unsecured claims. Monthly payments on allowed unsecured claims will
continue each month for 60 months, and allowed unsecured claimants
will continue to receive their pro rata portion of the $13,333
monthly payment for 60 months.
The Debtor's bankruptcy schedules reflected a total of $12,778,811
in general unsecured claims as of the Petition Date. Debtor
estimates the dividend to unsecured creditors to be approximately
6.25% of each creditor's allowed unsecured claim. The Class 5
claims are impaired.
* Class 6 Allowed Unsecured Convenience Claims
The holder of any Allowed General Unsecured Claim may elect to
reduce its Allowed Claim to $500 no later than 20 days after the
Effective Date, after which the Allowed Claim shall be treated as a
Convenience Claim. Allowed Convenience Claims shall be paid in full
within 90 days after the Effective Date. The Class 6 claims are
impaired.
* Class 7 Equity Interest Holders
The pre-petition interests in the Debtor shall be cancelled. The
Debtor shall issue a new equivalent unit of ownership in the
Reorganized Debtor to the current members of the Debtor in the same
amount and percentage as each
member previously owned prior to the bankruptcy filing.
In exchange for the issuance of the new equivalent unit of
ownership, Tim Oyler and Michael Rhine will together contribute a
total of $25,000 in new value to the Reorganized Debtor. Mr. Oyler
and Mr. Rhine currently own an 80% equity interest in the Debtor
(40% and 40% respectively) and will own an 80% equity interest in
the Reorganized Debtor (40% and 40%, respectively) unless a bid is
placed in excess of the $25,000 new value offer. The Class 7
Claims are impaired.
Upon exiting bankruptcy, the reorganized Debtor will continue to be
managed primarily by Mr. Oyler and Mr. Rhine. Upon Confirmation,
Mr. Oyler and Mr. Rhine will continue to receive their existing
monthly salaries of $25,000 each.
A copy of the Amended Disclosure Statement is available for free at
https://bit.ly/3sr0IsO from PacerMonitor.com.
Counsel for the Debtor:
Areya Holder Aurzada, Esq.
Holder Law
901 Main Street, Suite 5320
Dallas, TX 75202
Telephone: (972) 438-8800
Email: areya@holderlawpc.com
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.
GRAMERCY GROUP: Touts Emergence From Bankruptcy
-----------------------------------------------
Caroline Hunter, Web Presence, LLC, said in a press release that
according to the U.S. Courts, 22,483 businesses filed for
Bankruptcy protection in 2019. Of those, 7,568 were filed pursuant
to Chapter 11 of the Bankruptcy Code ("Chapter 11") pursuant to
which the business sought to reorganize. Gramercy Group, Inc.
("Gramercy") was one of those businesses.
However, Gramercy Group, Inc. is one of those success stories,
having emerged financially stronger with a new majority shareholder
and President/CEO Joanna Parziale . This is unlike many other
companies, which never emerge from bankruptcy or have to refile
because they simply cannot sustain themselves despite
reorganization (commonly called "Chapter 22").
Gramercy's bankruptcy filing was not operational (Gramercy never
had a cash-flow issue); it was event-driven, the result of an
adverse verdict in litigation in Hawaii which, despite all efforts,
could not be settled. Filing for protection was necessary not only
to protect the Company but also to protect its clients and
creditors (both secured and unsecured).
Ultimately, Gramercy's reorganization plan was approved by the
Court and a final decree was issued, closing the bankruptcy
proceeding. In the end, Gramercy Group, Inc. fully emerged as a
Women Business Entity (“WBE”).
Business As Usual
Since that time, under the management and oversight of Joanna
Parziale, Gramercy Group, Inc. continued to complete its work and
secure new work, which the Company continues to perform on schedule
and within budget. In addition, Gramercy has increased its bonding
capacity to $400 million, which can be expanded for special
projects and has resulted in a balance sheet stronger than before.
Joanna Parziale has marshaled the Company through the global
pandemic without disruption, parlaying Gramercy's environmental
remediation experience and expertise into COVID-related cleaning
and disinfecting services for clients.
In addition, Gramercy has secured WBE certifications from the City
of New York, Nassau, Suffolk and Westchester Counties, the State of
New Jersey, as well as the Women's Business Enterprise National
Council (WBENC). Gramercy continues to get certified in other
jurisdictions and with other agencies.
About Gramercy Group
Gramercy Group, Inc. -- http://gramercyusa.com/-- began operations
in 1989, offering turnkey solutions in environmental remediation
and demolition. It has expanded to provide more services, including
heavy civil and general contracting services. The company is
headquartered in Wantagh, N.Y.
Gramercy Group sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 19-73622) on May 17, 2019. At the
time of the filing, the Debtor was estimated to have assets of
between $10 million and $50 million and liabilities of between $10
million and $50 million. The case is assigned to Judge Louis A.
Scarcella. The Debtor is represented by Cullen & Dykman LLP and
Otterbourg P.C.
GREEN GROUP: $3M Unsecured Claims May Share of $20K Sale Proceeds
-----------------------------------------------------------------
Florida Corporate Funding, Inc., filed with the U.S. Bankruptcy
Court for the Eastern District of New York an Amended Disclosure
Statement explaining the Amended Plan of Liquidation of Green Group
11 LLC dated August 13, 2021.
The Debtor owns the real property at 220 Greene Avenue, Brooklyn,
New York 11238 (the Property). According to an appraisal obtained
by Fay Servicing, LLC, acting as the prior servicing agent for U.S.
Bank National Association as Legal Title Trustee for Truman 2016
SC6 Title Trust (Truman), the Property value was $1,784,000 as of
the Petition Date. The value of the Property, as stated by the
Debtor in its Chapter 11 schedules is $1,784,000 as of the Petition
Date, but the Debtor has since asserted that the value is
$2,000,000 as of March 11, 2019 based on an appraisal.
FCF's judgment is due in the amount of $2,983,749 as of the
Petition Date. Based on the Debtor's schedules and filed proofs of
claim, additional debt on the Property includes Truman's disputed
mortgage lien claim for $1,719,766, Charles Zizi's claim for
$86,800 and about $17,000 of New York City claims, for total filed
claims of almost $4,000,000.
The Debtor has very little money and is able to pay ongoing
expenses only. Its most recently filed monthly operating report
shows a bank balance of $81,654.
FCF's Plan proposes to sell the Debtor's Property with professional
marketing. If the Property is sold, FCF expects to be paid some or
all of its claim. FCF is prepared to carve out from the sale
proceeds sufficient amounts to pay the Debtor's bankruptcy
professional's allowed fees, priority claims, if any, and up to
$20,000 distribution to general unsecured creditors.
In the event the Property Sale Proceeds are not sufficient to pay
all Claims in full with interest from the Petition Date, the
proceeds of the prosecution of the Causes of Action by the Plan
Administrator shall be an additional potential source of Cash to be
distributed under the Plan, net of payment of Plan Administrator
fees and expenses.
Classification and Treatment of Claims under the Plan
* Class 1 New York City Real Estate Tax, Water, Sewer and Other
Liens
Class 1 consists of New York City real estate tax, water, sewer and
other liens totaling approximately $6,053. Class 1 will be paid in
full in Cash of Allowed Amount on the Effective Date, plus interest
at the applicable statutory rate as it accrues from the Petition
Date through the date of payment. Class 1 is unimpaired and is
deemed to have accepted the Plan.
* Class 2 Florida Corporate Funding, Inc. Judgment Lien Claim
Class 2 consists of FCF's Judgment Lien Claim totaling
approximately $2,983,749 as of the Petition Date. Class 2 will be
paid out of available Cash up to Allowed Amount, after payment of
Administrative Expenses, priority tax Claims, Class 1 Claims and
Class 4 Claims.
If the Property Sale Proceeds are insufficient to pay the Claim in
full, the deficiency amount shall be treated as a Class 5 Claim.
Payment shall be held in escrow pending determination of whether
the Class 3 Claim is senior to the Class 2 Claim.
Under a settlement agreement between the Plan proponent and Charles
Zizi, any economic benefit resulting from Zizi's economic interest
in the Debtor was assigned to the Proponent. In exchange for the
assignment of Zizi's claim to the Proponent and the withdrawal of
all objections to the Plan and Disclosure Statement and the
withdrawal of Zizi's motion to dismiss the Debtor's case or appoint
a receiver, the terms of the Zizi Agreement are incorporated into
the Plan and ratified by the parties.
Upon the sale of the Debtor's Real Property, the Plan Proponent
shall pay to Zizi, within three business days of the closing on the
sale of the Property, the sum of $200,000, less any credits as
agreed between them. Class 2 is impaired and entitled to vote to
accept or reject the Plan.
* Class 3 Truman Mortgage Lien Claim
Class 3 consists of Truman Mortgage Lien Claim which totals
approximately $1,719,766 as of the Petition Date. Class 3 will be
paid from available Cash up to Allowed Amount, after payment of
Administrative Expenses, priority tax Claims, Class 1 Claims, Class
2 Claims and Class 4 Claims.
If the Property Sale Proceeds are insufficient to pay the Claim in
full, the deficiency amount shall be treated as a Class 5 Claim.
The Class 3 Claim is disputed and any distribution to Class 3 shall
be held in escrow pending determination of the nature extent and
priority of the Claim. Class 3 is impaired and entitled to vote
to accept or reject the Plan.
* Class 4 Priority Claims under Sections 507(a) of the Bankruptcy
Code
Class 4 consists of Priority Claims under Sections
507(a)(2),(3),(4),(5), (6), and (7) of the Bankruptcy Code totaling
approximately $4,987. Class 4 Claims will be paid in full in Cash
of Allowed Amount on the Effective Date, plus interest at the
applicable statutory rate as it accrues from the Petition Date
through the date of payment. Class 4 is unimpaired and deemed to
have accepted the Plan.
* Class 5 General Unsecured Claims
Class 5 consists of General Unsecured Claims aggregating
approximately $3,000,000 based upon filed and scheduled Claims of
approximately $4,700,000, less the $1,784,000 value of the Property
under Truman's appraisal.
Class 5 Claims will be paid out of available Cash up to Allowed
Amount after payment of Administrative Expenses, priority tax
Claims, Class 1, 2, 3, and 4 Claims. If no Cash is available from
the sale proceeds, FCF shall carve out $20,000 from its
distribution as a Class 2 Claimant. Class 5 is impaired and
entitled to vote to accept or reject the Plan.
* Class 6 Interests
Class 6 will be paid out of available Cash after payment of
Administrative Expenses, priority tax Claims, Class 1, 2, 3, 4 and
5 Claims. Class 6 is impaired and entitled to vote to accept or
reject the Plan.
A copy of the Amended Disclosure Statement is available for free at
https://bit.ly/3m7Duah from PacerMonitor.com.
Counsel for Florida Corporate Funding, Inc., Plan proponent:
Mark A. Frankel
Backenroth Frankel & Krinsky, LLP
800 Third Avenue
New York, NY 10022
Telephone: (212) 593-1100
Facsimile: (212) 644-0544
About Green Group 11
Green Group 11, LLC, is the owner and operator of a grocery store
located at 220 Greene Ave., Brooklyn, N.Y.
Green Group 11 filed a Chapter 11 petition (Bankr. E.D.N.Y. Case
No. 19-40115) on Jan. 8, 2019. In the petition signed by Michael
Kandhorov, manager, the Debtor disclosed $6,000 in assets and
$1,895,562 in liabilities. Judge Nancy Hershey Lord oversees the
case.
The Debtor tapped the Law Office of Ira R. Abel as bankruptcy
counsel, Jacobs PC as special counsel, and Spiegel, LLC as
accountant.
H. EDWARD PARIS DDS: Disposable Income, Asset Sales to Fund Plan
----------------------------------------------------------------
H. Edward Paris, DDS, P.C., filed with the U.S. Bankruptcy Court
for the Middle District of Georgia an Amended Small Business
Subchapter V Chapter 11 Plan of Reorganization dated August 10,
2021.
The Debtor will continue to operate in the ordinary course of
business in order to make the payments set forth in the Plan until
such time as the Debtor's sole shareholder and one practicing
dentist concludes that it is no longer physically able for him to
continue to engage in endodontistry practice or 36 months following
the effective date of the Plan, whichever comes earlier.
However, in the event that the Debtor, based on the decision of the
Debtor's sole dental practitioner and sole shareholder, concludes
that it is no longer possible for the Debtor to continue to operate
in the manner it is currently operating, the Debtor will sell all
assets, subject to notice and hearing, and distribute the sale
proceeds to creditors. Net proceeds will be distributed to Class 3
claims pro rata.
Alternatively, at the Debtor's discretion, based on the decision of
its sole shareholder and sole dental practitioner, may convert to
Chapter 7 to allow a Chapter 7 trustee to liquidate the Debtor's
assets or dismissing to self- liquidate within 36 months prior to
the effective date.
The Debtor has scheduled one preference made to Paragon Bank for
$43,000, and a provision is made for recovery of that preference.
The Debtor, however, waives the right to assert that claim as a
preference, absent objection by Truist, to effect that that waiver
unfairly discriminates against it. In that case, the Trustee or
Debtor may assert claims against Paragon Bank, within 90 days after
the effective date of the Plan.
The Debtor's financial projections show that it will have projected
an average disposable (monthly) income of $27,312.
The final payment on the Plan is expected to occur on September 30,
2024.
Classes of Claims and Treatment under the Plan
* Class 1 Priority Tax Claims - IRS
Class 1 is composed only of the claim of the Internal Revenue
Service for $35,838, unless allowed on objection in a lesser
amount. Class 1 shall be paid over 36 months from the Effective
Date of the Plan, without interest, at $1,000 per month. The
Debtor believes this proof of claim is erroneous as it appears to
be a contingent claim for future liabilities.
* Class 3 General Unsecured Creditors
Class 3 consists of the claim of Paragon Bank for $1,159,385 and
Truist Bank (formerly BB&T) for $49,303. The Debtor believes there
are no secured claims as judgment creditor, Paragon Bank, failed to
record a FiFa prior to the filing of the case.
Class 3 will be paid, as follows:
(a) The Debtor, or the Trustee, depending on whether
confirmation is under Section 1191(b) of the Bankruptcy Code, will
pay nine monthly payments, starting 30 days after the effective
date of the Plan, each in the amount of $2,500, which will be
divided pro rata between Paragon Bank, with a claim of $1,159,385
and Truist (formerly BB&T), which holds two claims, with a combined
value of $49,303.
(b) The Debtor, or the Trustee, dependent on whether
confirmation is under Section 1191(b) of the Bankruptcy Code, will
pay, after the payments made in (a) above, 27 monthly payments,
starting after the last payment provided in (a) above, each in the
amount of $10,000, which will be paid on a pro rata basis to
Paragon Bank and Truist.
* Class 4 Equity Interests of the Debtor
Class 4 is composed of the sole shareholder, Dr. H. Edward Paris.
The equity security is unimpaired.
A copy of the Amended Plan is available for free at
https://bit.ly/3z1vHOD from PacerMonitor.com.
About H. Edward Paris, DDS
H. Edward Paris, DDS, P.C., an endodontics practice in Columbus,
Ga., filed its voluntary petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Ga. Case No. 21-40150) on April 8,
2021. H. Edward Paris, authorized representative, signed the
petition. At the time of the filing, the Debtor had $50,000 to
$100,000 in assets and $1 million to $10 million in liabilities.
Judge John T Laney, III is assigned to the case. Fife M. Whiteside
PC represents the Debtor as legal counsel.
HANKEY O'ROURKE: Gets Cash Collateral Access Thru Sept 22
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts has
authorized Hankey O'Rourke Enterprises, LLC to use cash collateral
under the same terms and conditions as the Court's prior order
through September 22, 2021.
A telephonic hearing on the matter is continued to September 22 at
12 p.m.
A copy of the order is available for free at https://bit.ly/3AStWDX
from PacerMonitor.com.
About Hankey O'Rourke
Hankey O'Rourke Enterprises LLC, a privately held company in Great
Barrington, Mass., filed a voluntary petition under Chapter 11 of
the Bankruptcy Code (Bankr. D. Mass. Case No. 19-30500) on June 21,
2019. In the petition signed by Juanita O'Rourke, manager, the
Debtor was estimated to have $1 million to $10 million in both
assets and liabilities.
The case is assigned to Judge Elizabeth D. Katz.
Shatz, Schwartz & Fentin, P.C. is the Debtor's counsel.
HAVEN FORT MYERS: Seeks to Hire Adams and Reese as Legal Counsel
----------------------------------------------------------------
Haven Fort Myers, LLC seeks approval from the U.S. Bankruptcy Court
for the Middle District of Florida to hire Adams and Reese, LLP to
serve as legal counsel in its Chapter 11 case.
The firm's services include:
a. giving the Debtor legal advice with respect to its duties
and responsibilities under the Bankruptcy Code;
b. taking any necessary action to protect the interests of the
Debtor;
c. preparing legal papers, including those needed to
consummate the Debtor's plan of reorganization; and
d. performing all other necessary legal services.
Adams and Reese will be paid at the rate of $385 per hour and
reimbursed for out-of-pocket expenses incurred.
Edmund Whitson, III, Esq., at Adams and Reese, 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.
Adams and Reese may be reached at:
Edmund S. Whitson, III, Esq.
Adams and Reese, LLP
101 East Kennedy Blvd, Suite 4000
Tampa, FL 33602
Tel: (813) 227-5542
Email: edmund.whitson@arlaw.com
About Haven Fort Myers LLC
Fort Myers, Fla.-based Haven Fort Myers, LLC filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
M.D. Fla. Case No. 21-00989) on July 29, 2021, listing as much as
$10 million in both assets and liabilities. Chittranjan Thakkar,
managing member, signed the petition. Edmund S. Whitson, III,
Esq., at Adams and Reese, LLP, represents the Debtor as legal
counsel.
HERTZ CORP: False Stolen Rentals Fight Stays in Bankruptcy Court
----------------------------------------------------------------
Daniel Gill of Bloomberg Law reports that three groups representing
a total of 165 Hertz Corp. customers alleging they were wrongly
jailed because the rental company filed false theft reports must
pursue their claims in bankruptcy court, a judge ruled.
The customers, who had asked permission to sue in state court, say
they collectively spent more than 2,332, days in jail after Hertz
filed theft reports against them, even though the company itself
misplaced its vehicles or failed to record legitimate rental
extensions.
The validity and amount of claims will be determined in bankruptcy
court.
About Hertz Corp.
Hertz Corp. and its subsidiaries -- http://www.hertz.com/--
operate a worldwide vehicle rental business under the Hertz,
Dollar, and Thrifty brands, with car rental locations in North
America, Europe, Latin America, Africa, Asia, Australia, the
Caribbean, the Middle East, and New Zealand. They also operate a
vehicle leasing and fleet management solutions business.
On May 22, 2020, The Hertz Corporation and certain of its U.S. and
Canadian subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court for
the District of Delaware (Bankr. D. Del. Case No. 20-11218).
Judge Mary F. Walrath oversees the cases.
The Debtors have tapped White & Case LLP as their bankruptcy
counsel, Richards, Layton & Finger, P.A., as local counsel, Moelis
& Co. as investment banker, and FTI Consulting as financial
advisor. The Debtors also retained the services of Boston
Consulting Group to assist the Debtors in the development of their
business plan. Prime Clerk LLC is the claims agent.
The U.S. Trustee for Regions 3 and 9 appointed a Committee to
represent unsecured creditors in Debtors' Chapter 11 cases. The
Committee has tapped Kramer Levin Naftalis & Frankel LLP as its
bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as
Delaware counsel, UBS Securities LLC as investment banker, and
Berkeley Research Group, LLC, as financial advisor. Ernst & Young
LLP provides audit and tax services to the Committee.
HH ACQUISITION: Westminster Buying Hyatt House for $14.5 Million
----------------------------------------------------------------
HH Acquisition CS, LLC, asks the U.S. Bankruptcy Court for the
District of Arizona to authorize the sale of its sole asset, the
real property known as Hyatt House Colorado Springs located at 5805
Delmonico Drive, in Colorado Springs, Colorado, along with all
furniture, fixtures, and equipment, in accordance with the
Agreement of Sale of Real Property and Joint Escrow Instructions,
free and clear of any liens, claims or encumbrances, to Westminster
Capital, Inc., for $14.5 million.
On Aug. 5, 2021, the Debtor filed its Motion to Approve Bid
Procedures For Sale of Assets and Notice of Errata re Motion to
Approve Bid Procedures for Sale of Assets, in which the Debtor
requested the Court to approve procedures governing the Sale. The
hearing on the Procedures Motion was held on Aug. 10, 2021, and
entered an Order Approving Bidding Procedures for Sale of Asset on
Aug.13, 2021.
The Debtor is the owner of a franchised Hyatt House hotel known as
Hyatt House Colorado Springs located at 5805 Delmonico Drive, in
Colorado Springs, Colorado 80919. Since the Petition Date, the
Debtor has operated the Hotel and holds and controls its assets as
a DIP.
The Property is the Debtor's sole asset. The Debtor is the
recorded title holder of the Property.
The Property is subject to a deed of trust recorded with the Public
Trustee of El Paso County, Colorado for the benefit of YAM Capital
III, LLC on Sept. 19, 2019. The Debtor entered into a Promissory
Note with YAM on Oct. 4, 2010, in the amount of $8.4 million, with
a 9% interest rate per annum. The purpose of the loan was to
provide bridge financing until a permanent loan could be obtained
to fund the planned renovations.
The Debtor was able to operate the Property and made the payments
on the YAM Note until March 2020, when the COVID-19 pandemic caused
a complete shutdown of the hospitality industry and the overall
U.S. economy. As a result of the pandemic, the Debtor's business
took a drastic downturn, and it was unable to continue making the
payments on the Note. YAM ultimately scheduled a non-judicial
foreclosure scheduled for July 7, 2021.
The Debtor had been negotiating a sale of the Property to an
independent third party, the Proposed Buyer. The $14.5 million
sale price will pay the secured lien of YAM in full, as well as
provide funds to pay unsecured debt related to the Property. The
Proposed Buyer entered into the PSA with the Debtor pre-petition,
pursuant to which the Debtor will sell the Property to the Proposed
Buyer in exchange for a purchase price of $14.5 million paid in
full by close of escrow.
The Proposed Buyer for the Property pursuant to the PSA will be the
Initial Bid and will be subject to higher and better offers
submitted at the Sale in accordance with the Sale Procedures
approved by the Court. It has performed due diligence over the
past several months and is committed to acquiring the Property
pursuant to the terms of the PSA. The Proposed Buyer is neither an
insider nor connected to the Debtor.
The Debtor has determined that the Sale of the Property to the
Proposed Buyer pursuant to a competitive bidding process will
recognize a greater return for its estate. It will use the sale
proceeds to pay all secured debt to the extent necessary to release
any purported liens on the Property held by YAM, El Paso County
Treasurer for real property taxes owing, and/or the U.S. Small
Business Administration. Purchase of the Property will free of any
and all liens and encumbrances to the extent provided by applicable
law.
The Debtor seeks entry of a final order approving the PSA to sell
the Property free and clear of all liens, claims, and encumbrances.
It seeks to complete and close the Sale of the Property no later
than Sept. 15, 2021. The PSA contemplates a close of escrow to
occur by Sept. 15, 2021.
A copy of the Agreement is available at
https://tinyurl.com/9w3rxjcv from PacerMonitor.com free of charge.
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.
The Debtor tapped Cross Law Firm, P.L.C. to handle its Chapter 11
case and Hostmark Hospitality Group, LLC to manage its Hyatt House
hotel in Colorado Springs, Colo.
HILLIARD CHAPEL: Withdraws First Amended Plan and Disclosures
-------------------------------------------------------------
Hilliard Chapel AME Zion Church withdrew from the Bankruptcy Court
dockets its First Amended Plan of Reorganization and the First
Amended Disclosure Statement filed on July 16, 2021.
The Court will consider the matter at 1:30 p.m. on August 30, 2021.
A copy of the notice is available for free at
https://bit.ly/3mcnu6J from PacerMonitor.com.
Counsel for the Debtor:
David C. Johnston, Esq.
David C. Johnston, Attorney at Law
1600 G Street, Suite 102
Modesto, CA 95354
Telephone: (209) 579-1150
Facsimile: (209) 900-9199
E-mail: david@johnstonbusinesslaw.com
About Hilliard Chapel AME Zion Church
Hilliard Chapel AME Zion Church, based in Stockton, CA, filed a
Chapter 11 petition (Bankr. E.D. Cal. Case No. 20-25294) on Nov.
23, 2020. In the petition signed by Lamont D. Brown, pastor, the
Debtor was estimated to have $1 million to $10 million in assets
and $500,000 to $1 million in liabilities. The Hon. Christopher M.
Klein presides over the case. David C. Johnston, Esq., serves as
bankruptcy counsel.
HLH TIMBER: Case Summary & 12 Unsecured Creditors
-------------------------------------------------
Debtor: HLH Timber Company LLC
154 FM 139
Joaquin, TX 75954
Business Description: HLH Timber Company LLC is a privately held
company that operates in the logging
industry.
Chapter 11 Petition Date: August 20, 2021
Court: United States Bankruptcy Court
Eastern District of Texas
Case No.: 21-90155
Debtor's Counsel: Robert Chamless Lane, Esq.
THE LANE LAW FIRM
6200 Savoy Dr Ste 1150
Houston,TX 77036-3369
Tel: (713) 595-8200
Email: notifications@lanelaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Heith Harper, owner.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 12 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/FHY45NY/HLH_Timber_Company_LLC__txebke-21-90155__0001.0.pdf?mcid=tGE4TAMA
HOLLINGSWORTH FARMS: $3.75M Sale of 1.1K-Acre Lowndes Property OK'd
-------------------------------------------------------------------
Judge William R. Sawyer of the U.S. Bankruptcy for the Middle
District of Alabama authorized Hollingsworth Farms, LLC's private
sale of its fee simple interest in/to approximately 1,102.3 acres
Lowndes County, Alabama real property, along with all other
physical improvements and equipment contained within said acreage,
to Engineering Partners, LLC, for $3.75 million, cash.
The Debtor owns the Subject Property which approximately 836 acres
are encompassed by a 10' fence to contain deer herds. Also, within
the stated approximately 836 acres are situated a lodge (as well as
the household contents therein); a screened-in cooking/smoke shed;
a workshop; and, an equipment shed. Of further value is the
continued development of a mitigation bank on the stated acreage.
About Hollingsworth Farms
Hollingsworth Farms, LLC, sought protection under Chapter 11 of
the
Bankruptcy Code (Bankr. M.D. Ala. Case No. 20-31975) on Sept. 16,
2020. The petition was signed by James W. Hollingsworth, sole
member of Port Royal Medical Investments LLC. At the time of the
filing, the Debtor was estimated to have $1 million to $10 million
in both assets and liabilities. Judge Judge William R. Sawyer
oversees the case. Espy, Metcalf & Espy, P.C. serves as the
Debtor's legal counsel.
HUDSON RIVER: Fitch Assigns 'BB' LongTerm IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has assigned Hudson River Trading LLC (HRT) a 'BB'
Long-Term Issuer Default Rating (IDR) and secured debt rating. The
Rating Outlook is Stable.
KEY RATING DRIVERS
The ratings reflect HRT's established market position as a
technology-driven market maker in the U.S. equities market across
various venues. The ratings also reflect HRT's improving scale and
diversification, strong operating performance, scalable business
model, and good track record of managing market and operational
risks, including through the high volatility period in the first
half of 2020.
Primary rating constraints include elevated operational risks
inherent in technology-driven trading, although Fitch believes HRT
has a robust risk control framework. Other constraints include
limited business diversification outside the equities market making
space; reliance on highly volatile transactional revenue streams; a
fully secured funding profile and heightened regulatory scrutiny of
designated market making, high-frequency trading and dark pools.
Future planned expansion into retail market orders could result in
heightened regulatory scrutiny, in Fitch's view, given the on-going
regulatory focus on payment for order flow mechanisms.
HRT operates with strong profitability margins. For the last
reported TTM, HRT's EBITDA to gross revenue ratio was very strong
relative to Fitch's 'bb' category quantitative benchmark range of
10%-20% for a securities firm with low balance sheet usage. Fitch
expects HRT's margins to remain at, or above, historical averages,
supported by new strategy roll-outs and product expansion, which
should support HRT's revenue in less volatile market environments.
However, HRT's revenues are highly transactional and could be
sensitive to market conditions.
Fitch views HRT's focus on organic growth more favorably, relative
to peers engaging in debt-financed acquisitions. However, HRT's
expansion into new asset classes and geographies could result in
higher market, balance sheet and funding risks. Fitch expects HRT
to maintain a prudent deployment process for its new trading
strategies, including extensive testing of program code and trading
output. Any outsized trading or operational losses would be viewed
as a negative.
HRT's cash flow leverage was viewed as conservative for the last
reported TTM period, and was below Fitch's 'bb' category
capitalization and leverage benchmark range of 2.5x-3.5x for
securities firms with low balance sheet usage. A material increase
in balance sheet leverage from the most recent reported levels
would be viewed negatively by Fitch, particularly if associated
with more substantial market risks and use of confidence-sensitive
secured borrowings.
HRT's funding profile is viewed as limited, given its fully-secured
corporate debt profile and reliance on confidence-sensitive secured
broker-dealer facilities. Corporate debt is represented by a single
$1.9 billion senior secured term loan, due in March 2028, inclusive
of the recent $225 million loan upsizing.
Fitch views HRT's liquidity as generally adequate, as the risks of
its confidence-sensitive and predominantly secured funding profile
are partially offset by the largely liquid securities inventory,
which consist exclusively of Level 1 financial instruments. HRT has
increased its committed settlement facilities, but contingency
funding would be subject to the availability of unencumbered
collateral.
Interest coverage (EBITDA/Interest expense) was viewed as strong in
the most recent available TTM reporting period. Coverage may
decline during lower volatility environments, but Fitch expects it
to remain substantially above the 'bb' category quantitative
benchmark range of 4x to 6x, absent material market dislocations or
increases in debt.
The Stable Rating Outlook reflects Fitch's expectations that HRT
will maintain good operating performance, moderate cash flow and
balance sheet leverage and sufficient liquidity in a lower
volatility environment.
The secured term loan rating is equalized with the IDR and reflects
the fully secured funding profile and average recovery prospects in
a stressed scenario.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- An inability to maintain leverage at or below 3.0x on a gross
debt/adjusted EBITDA basis;
-- A substantial increase in balance sheet leverage above 15x on
a tangible assets to tangible equity basis, particularly if
associated with higher market or funding risks;
-- A material deterioration in interest coverage, approaching 6x;
-- Adverse legal or regulatory actions against HRT, which results
in a material fine, reputational damage, or alteration in the
business profile could result in negative rating action;
-- Material operational or risk management failures;
-- An idiosyncratic liquidity event;
-- An inability to maintain its market position in the face of
evolving market structures and technologies, and/or a material
shift into trading less liquid products.
Positive rating action is likely limited to the 'BB' rating
category given the significant operational risk inherent in
technology-driven trading. However, factors that could,
individually or collectively, lead to positive rating
action/upgrade:
-- Consistent operating performance and minimal operational
losses over a longer time period;
-- Maintaining cash flow leverage consistently at or below 1.5x
on a gross debt/adjusted EBITDA basis;
-- Diversification of trading platforms outside of equities and
equity-related products, while maintaining a limited and well
managed market risk profile;
-- Increased funding flexibility, including demonstrated access
to third party funding through market cycles and the
introduction of an unsecured funding component.
The secured term loan rating is primarily sensitive to changes in
HRT's IDR, and secondarily, to material changes in HRT's capital
structure and/or changes in Fitch's assessment of the recovery
prospects for the debt instrument.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Financial Institutions and
Covered Bond issuers have a best-case rating upgrade scenario
(defined as the 99th percentile of rating transitions, measured in
a positive direction) of three notches over a three-year rating
horizon; and a worst-case rating downgrade scenario (defined as the
99th percentile of rating transitions, measured in a negative
direction) of four notches over three years. The complete span of
best- and worst-case scenario credit ratings for all rating
categories ranges from 'AAA' to 'D'. Best- and worst-case scenario
credit ratings are based on historical performance
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
HUNTSMAN CORP: S&P Alters Outlook to Positive, Affirms 'BB+' ICR
----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' issuer credit ratings on
Huntsman Corp. and its subsidiary Huntsman International LLC. S&P
also revised the outlook to positive from stable.
S&P said, "The positive outlook reflects the potential for an
upgrade to investment grade within the next year if we believe
there will be a sustained improvement in the company's
profitability.
"The positive outlook reflects at least a one in three chance of an
upgrade to investment grade within the next year if the company is
able to continue to improve its operating performance.
"We believe a much faster-than-expected rebound in the global
economy has allowed Huntsman to improve its operating performance
and credit measures at a quicker pace than we had previously
expected. More specifically, we expect that 2021 S&P Global
Ratings-adjusted EBITDA will exceed $1 billion, well above 2019 and
2020 levels of approximately $850 million and $590 million,
respectively. As a result of this, we expect funds from operations
(FFO) to debt will approach the high end of the 30%-45% range we
consider appropriate for the rating. After considering potential
future growth initiatives, we would expect weighted-average FFO to
debt will remain in this range.
"A key driver for a potential upgrade would likely center around a
re-assessment of how we view the company's business risk profile.
"Through a series of acquisitions and divestitures over the past
few years, Huntsman has increased its proportion of earnings from
specialty chemicals. Specifically, Huntsman divested its more
commoditized and highly volatile Chemicals Intermediates and
Titanium Dioxide and Performance Additives businesses, while
completing several specialty chemicals bolt-on acquisitions. Over
the past few quarters, S&P Global Ratings-adjusted EBITDA margins
have recovered from trough levels of around 8% in mid-2020 to about
13.5% for the last-12-months (LTM) period ended June 2021. However,
these are still significantly weaker than peer companies that are
predominantly specialty chemicals in the investment-grade space
such as Celanese US Holdings LLC and Wanhua Chemical Group Co. Ltd.
(both have EBITDA margins above 25%). While we do not expect
Huntsman to approach these levels over the next few years, we could
consider a re-assessment in the company's business risk profile if
we believed that growth plans will continue to improve the
company's scale, scope, and diversity, while improving EBITDA
margins to the midteens-percentage-level on a sustained basis.
"We believe that management is committed to maintaining a
relatively conservative balance sheet.
"We believe that the company will continue to take a balanced
approach as it pertains to M&A, shareholder rewards, and debt
leverage. This was evidenced by the company using cash on hand in
the first quarter of 2021 to redeem approximately $540 million in
notes coming due. We expect the company to continue to be active in
the M&A market, targeting higher-margin bolt-on acquisitions to
supplement their specialty and downstream businesses. Huntsman has
approximately $420 million available under its existing $1 billion
share repurchase authorization, which we expect the company will
complete in a measured fashion. We believe that management is
committed to maintaining financial policies which are in line with
its targets of net leverage of around 2x, and 2022 free cash flow
to EBITDA of around 40%.
"The positive outlook reflects our expectation for a continued
strong economic recovery throughout 2021, which should lead to a
material improvement in EBITDA and credit measures over the trough
year in 2020. At the current rating, we would expect the company to
maintain weighted-average FFO to debt between 30%-45% on a
sustained basis. While we expect the company to continue to
supplement organic growth through acquisitions, we believe it will
do so in a measured fashion such that debt leverage remains in line
with its public target ratio of 2x net debt to EBITDA. Based on
public statements, we believe management will manage growth
initiatives, shareholder rewards, and debt leverage in a manner
that is commensurate with its target of an investment-grade rating.
We believe the company using approximately $540 million in cash to
redeem its 2021 notes in January is reflective of this."
S&P could consider an upgrade to investment grade within the next
12 months if:
-- Demand and pricing (particularly for MDI) are stronger than S&P
projects, such that revenues and EBITDA exceed S&P's base-case
forecast. This could be the result of continued strength in the
automotive and construction end markets, and if the company's
efforts to increase its value-added and specialty components help
strengthen the business and earnings. This improvement could
consistently increase S&P Global Ratings-adjusted EBITDA margins to
the midteens percent area on a sustained basis.
-- S&P views an increase in margins as a fundamental strengthening
of the company's business, and not a reflection of a cyclical
upturn in some product lines.
-- Credit measures improve such that FFO to total debt exceeds 45%
on a sustained basis, even after factoring in expectations for
acquisitions and share repurchases. S&P believes that as Huntsman
balances shareholder rewards, growth initiatives, and target debt
leverage, this may not ultimately support maintaining credit
measures at these levels.
S&P could consider a negative rating action, including an outlook
revision back to stable, within the next 12 months if:
-- It becomes evident that the recent improvement in EBITDA
margins can't be maintained and are unlikely to approach the
midteens-percentage-range on a sustained basis. This could be
driven by unanticipated softness in pricing or demand for some of
the company's products, industry oversupply conditions or
unexpected macroeconomic shocks.
-- The company engages in large, debt-funded acquisitions, or
larger-than-expected shareholder rewards that stretched debt
leverage for an extended period.
-- S&P believed that weighted-average FFO to debt would
consistently remain near 30%. In such a scenario, it would expect
EBITDA margins to be about 400 basis points (bps) lower than its
base-case forecast.
INTELSAT SA: Court Grants Permission to Bar Public from Hearing
---------------------------------------------------------------
Chris Forrester of Advanced Television reports that the August 19,
2021 application by Intelsat and SES to have much of their court
arguments heard privately was granted by Intelsat's Chapter 11
bankruptcy Judge.
Despite a strong case submitted by the US Trustee, who argued that
the two litigants were seeking to close the courthouse door during
their submissions and that the public had a right to know what was
being presented to the court, Judge Keith Phillips ruled that the
elements of the SES and Intelsat submissions – whether
confidential or not -- could remain 'sealed' and with the court
proceedings only available (and viewable on Zoom) to approved
lawyers for the parties involved.
The August 19, 2021 application by Intelsat and SES to have much of
their court arguments heard privately was granted by Intelsat’s
Chapter 11 bankruptcy Judge.
Despite a strong case submitted by the US Trustee, who argued that
the two litigants were seeking to close the courthouse door during
their submissions and that the public had a right to know what was
being presented to the court, Judge Keith Phillips ruled that the
elements of the SES and Intelsat submissions – whether
confidential or not -- could remain 'sealed' and with the court
proceedings only available (and viewable on Zoom) to approved
lawyers for the parties involved.
About Intelsat S.A.
Intelsat S.A. -- http://www.intelsat.com/-- is a publicly held
operator of satellite services businesses, which provides a diverse
array of communications services to a wide variety of clients,
including media companies, telecommunication operators, internet
service providers, and data networking service providers. It is
also a provider of commercial satellite communication services to
the U.S. government and other select military organizations and
their contractors. The company's administrative headquarters are
in McLean, Virginia, and the Company has extensive operations
spanning across the United States, Europe, South America, Africa,
the Middle East, and Asia.
Intelsat S.A. and its debtor-affiliates concurrently filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Va. Lead Case No. 20-32299) on May 13, 2020. The
petitions were signed by David Tolley, executive vice president,
chief financial officer, and co-chief restructuring officer. At the
time of the filing, the Debtors disclosed total assets of
$11,651,558,000 and total liabilities of $16,805,844,000 as of
April 1, 2020.
Judge Keith L. Phillips oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Kutak Rock LLP as legal
counsel; Alvarez & Marsal North America, LLC as restructuring
advisor; PJT Partners LP as financial advisor & investment banker;
Deloitte LLP as tax advisor; and Deloitte Financial Advisory
Services LLP as fresh start accounting services provider. Stretto
is the claims and noticing agent.
The U.S. Trustee for Region 4 appointed an official committee of
unsecured creditors on May 27, 2020. The committee tapped Milbank
LLP and Hunton Andrews Kurth LLP as legal counsel; FTI Consulting,
Inc., as financial advisor; Moelis & Company LLC as investment
banker; Bonn Steichen & Partners as special counsel; and Prime
Clerk LLC as information agent.
JAMES EDWARD FOLLIN: Hunt Buying Warren County Parcel for $800K
---------------------------------------------------------------
James Edward Follin and Rhonda Darlene Givens Follin ask the U.S.
Bankruptcy Court for the Western District of Kentucky to authorize
the sale of 49.7 acres of their farmland located in Warren County,
Kentucky, to Hunt Farms Partnership for $800,000.
The Debtors own, in fee simple, real property located in Warren
County, Kentucky, totaling 110.73 acres, consisting primarily of
farmland and their primary residence. They desire to sell 49.7
acres of their farmland pursuant to the contract for the total sum
of $800,000.
The sole mortgage-holder on the parcel is German American Bank
("GAB") with an approximate balance due of $652,176.61, with a per
diem of $88.07 as of Aug. 12, 2021, which will be satisfied in full
at closing. Neither the Debtors nor the Purchaser has engaged the
services of a real estate broker or agent for the transaction.
The Debtors represent that the sale is an Arms'-Length Transaction.
The Purchaser is not related to the Debtors but currently leases a
portion of Debtor’s farmland on an annual basis. While both the
Debtors and GAB estimate the farm has a value of $14,450 an acre,
the parcels being conveyed by this transaction net over $16,000 an
acre.
The Debtors further move the Court to afford the parties to the
transaction the protections of 11 U.S.C. Section 363(m). A
proposed Order is tendered with the Motion.
A copy of the Contract is available at https://tinyurl.com/sstt2sdv
from PacerMonitor.com free of charge.
James Edward Follin and Rhonda Darlene Givens Follin sought Chapter
11 protection (Bankr. W.D. Ky. Case No. 21-10006) on Jan. 8, 2021.
The Debtors tapped David Cantor, Esq., at Seiller Waterman LLC as
counsel.
JPR MECHANICAL: Bankruptcy Trustee Sues Creditors for $11.1 Million
-------------------------------------------------------------------
Bill Heltzel of the Westchester and Fairfield County Business
Journal reports that a bankruptcy trustee is demanding $11.1
million from companies that did business with JPR Mechanical Inc.
shortly before the New Rochelle heating and air conditioning
contractor petitioned for bankruptcy protection.
Marianne T. O'Toole says the companies benefited from preferential
payments -- and potentially fraudulent payments -- in 47 adversary
proceedings filed Aug. 13 to Aug. 16, 2021, in U.S. Bankruptcy
Court, White Plains.
JPR Mechanical filed for Chapter 7 liquidation in 2019, declaring
$47.7 million in assets and nearly $23 million in liabilities.
Since then, 229 claims have been filed for more than $335 million.
JPR President Timothy Schmidt also has admitted that the assets
were overstated by $7.2 million, according to O'Toole.
Companies that received preferential payments did not necessarily
do anything wrong. They simply did business with a troubled company
in the 90 days before bankruptcy was filed.
Such payments are treated as preferential because bankruptcy is
designed to distribute the Debtor's assets fairly among all
creditors, and companies that receive payments shortly before a
case is filed could end up with more than if they had gone through
the bankruptcy process.
The trustee must show that the pre-bankruptcy payments were for
actual debts and were made while the debtor was already insolvent.
O'Toole also wants to cancel potentially fraudulent payments,
where, for example, transfers were not made for actual debts or
where JPR Mechanical did not receive comparable value in the
transactions.
She seeks to claw back as much as $3 million from Radium2 Capital
of Uniondale, and as little as $41,000 from Mason Industries Inc.
of Hauppauge.
Three Westchester companies were sued: Anvil Mechanical Inc., Mount
Vernon, for nearly $1.3 million; Axis Piping Inc., New Rochelle,
$210,000; and Dolphin Equipment Corp., Pelham, $72,878.
Ms. O'Toole, whose job is to manage the sale of assets and
distribute the proceeds, wants the court to cancel the preferential
payments and order the companies to return the money to JPR's
bankruptcy estate.
About JPR Mechanical
J.P.R. Mechanical Inc. was founded in 1992. The Company's line of
business includes providing plumbing, heating, air-conditioning,
and similar work.
J.P.R. Mechanical Inc. sought Chapter 7 protection (Bankr. S.D.N.Y.
Case No. 19-bk-23480) on Aug. 16, 2019. The case is handled by
Honorable Judge Robert D. Drain.
Dawn Kirby, of Kirby Aisner & Curley, LLP, is the Debtor's
counsel.
Marianne T. O'Toole of Marianne T. O'Toole, LLC, has been appointed
as Chapter 7 trustee. Holly R. Holecek of Lamonica Herbst &
Maniscalco, LLP, is the trustee's counsel.
JSG I INC: S&P Lowers ICR to 'CCC+' on Sustained Elevated Leverage
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
provider of industrial safety solutions, JSG I Inc. to 'CCC+' from
'B-'.
At the same time, S&P lowered its rating on the company's senior
secured first-lien credit facilities to 'CCC+' from 'B-'. The
recovery rating is unchanged at '3'.
S&P said, "The negative outlook reflects our view that there is a
one-in-three likelihood that we could lower our ratings on JSG if
liquidity weakens materially and we believe that a specific default
scenario is likely over the next 12 months.
"Due to supply chain headwinds and the loss of a key contract, we
now expect S&P Global Ratings' adjusted debt to EBITDA to be in the
9x area in 2021, above our prior expectations. Performance and
credit measures have weakened due to the pandemic and the pace of
JSG's recovery remains uncertain. Similar to other industrial
companies we rate, JSG faced several challenges to its business in
2020 as customers' facilities operated at less than full capacity
because of the global pandemic, which resulted in lower demand for
the company's products. Moreover, the company lost a key military
contract at the end of 2019, which impaired the company's revenue
and EBITDA for 2020. The process for contract renewal with the
military has taken longer than expected. Still, JSG continues to
win off-contract bids with the military, which we believe indicates
pent-up demand for these mission-critical products. These wins lead
us to believe the company will eventually renew the contract."
Demand for the company's products has recovered from depressed 2020
levels across all product lines, specifically safety cans, showers,
and custom-built storage products. S&P said, "Since the middle of
last year there has been lower demand in ground protection products
driven by the pandemic and lack of large, outdoor events, but we
now see these products start to recover. While we previously
believed demand for these products would come back with the economy
reopening, the delta variant poses a risk to the rebound."
Moreover, its safety identification business has experienced labor
and material shortages, which has caused production and
availability issues meeting the increased demand for these
products.
S&P said, "JSG implemented two price increases in the first half of
2021. The lag effect of the pricing pass through, however, caused
lower profitability than we forecasted in the second quarter. We
anticipate the price increases will partially offset the material
and labor cost increases toward the back half of the year. However,
due to lower levels of profitability than we expected and without
the renewal of the military contract, we believe leverage will
remain elevated for a longer period than we previously
anticipated.”
In December 2020, JSG acquired National Marker Co. (NMC), a safety
identification manufacturer in Rhode Island, funded by a $15
million draw on the revolver, $6 million in cash, and a $14 million
notes payable to its financial sponsor. Two months later, JSG
extinguished the notes payable with proceeds from a $25 million
term loan. NMC, the borrower, is set up as an unrestricted
subsidiary, which pledges 100% of its equity to the company's
secured debt. Although NMC is not included in the covenant
calculation of debt, S&P includes the unrestricted subsidiary's
debt and EBITDA in our credit metrics.
S&P said, "As a result of these factors, we expect JSG to continue
to operate with sustained elevated leverage, with debt to EBITDA in
the 9x range in 2021. We expect funds from operations (FFO) to debt
to remain in the 3%-5% range throughout our forecast period. We
view these credit metrics as unsustainable over the long term and
believe JSG is dependent on favorable business conditions to
support its capital structure over the long term.
"Our liquidity assessment remains adequate. Although we expect JSG
to generate reduced FOCF in 2021, we view the company's liquidity
position as adequate, with liquidity sources exceeding its uses by
more than 2x. The company has $23 million available under its
revolving credit facility and has no near-term debt maturities. If
revenue and EBITDA decline more than our base case, however, it
could result in negative free operating cash flow and leverage
above 10x.
"The negative outlook on JSG reflects that we could lower the
rating if we envision a specific default scenario over the next 12
months. Specifically, this could occur if we believe the company
maintains elevated leverage levels and liquidity were to weaken
significantly. In our view, the company depends on favorable
business and economic conditions to meet its financial
obligations."
S&P could lower the rating on JSG if:
-- Liquidity deteriorates materially; or
-- S&P envisions a default or distressed exchange in the next 12
months.
S&P could revise the outlook to stable on JSG if:
-- The company's profitability improves materially, resulting in
sustained improvement in debt leverage. Under this scenario, the
company would also need to maintain adequate liquidity and
sufficient cushion to its covenants.
KATERRA INC: Unsecureds' Recovery Unknown in Waterfall Plan
-----------------------------------------------------------
Katerra Inc. and its debtor subsidiaries filed with the U.S.
Bankruptcy Court for the Southern District of Texas a Joint Chapter
11 Plan of Reorganization and Disclosure Statement dated August 13,
2021.
The Plan contemplates a basic "waterfall" structure whereby the
estate liquidates its assets and all proceeds thereof are
distributed to holders of allowed claims pursuant to the priority
established by the Bankruptcy Code.
As of the date of filing of the Disclosure Statement, the DIP
facility has been fully repaid and the estates have generated over
$99 million in value from asset sales, settlements, and consensual
assumptions and assignments of ongoing projects. The Debtors have
already consummated the Sale Transaction relating to some of their
most valuable and substantial assets.
Since the Petition Date, the Debtors have already effectuated a
number of private sales and negotiated settlements related to
projects, including (a) the Private Sale of the Debtors' Renovation
Business; (b) the Private Sale of Lord Aeck Sargent; (c) settlement
and release agreement to provide finality in connection with the
Lifebridge Kirkland Apartments, Lifebridge Kirkland Senior Living,
Amberglen Apartments, and Amberglen Senior Living projects; and (d)
private sale of certain equipment of the Debtors from its
production facility in Phoenix, Arizona.
On Aug. 3, 2021, the Bankruptcy Court entered orders approving the
sales of the Spokane, Washington CLT Assets and Tracy Assets, which
provided an aggregate $70 million in cash proceeds to the Debtors'
estates. Blue Varsity LLC was the stalking horse bidder for the
CLT Facility; VBC Tracy LLC was selected as stalking horse bidder
for the Tracy Factory. The Debtors did not receive any Qualified
Bids, other than the respective stalking horse bids. Katerra is in
the process of marketing and selling certain assets of non-Debtor
subsidiaries, including the Debtors' operations in the Kingdom of
Saudi Arabia and India.
To effectuate the Plan, a Plan Administrator will be appointed on
the Effective Date to wind down the Debtors' estates, monetize any
remaining assets, and make distributions to creditors in accordance
with the Plan.
Under the Plan, secured claims in Class 1 are unimpaired and will
receive payment in full in cash. Holders of general unsecured
claims in Class 3 will each receive its pro rata share of the
"General Unsecured Claims Recovery" until paid in full. Existing
interests in Class 6 will be canceled.
The Disclosure Statement still has blanks as to the estimated total
amount of unsecured claims and the percentage recovery for holders
of unsecured claims.
The deadline to vote on the Plan is September 24, 2021 at 4 p.m.
(prevailing Central Time).
Objections to Plan confirmation must be filed and served by 4 p.m.
(prevailing Central Time) on Sept. 24, 2021.
A copy of the Disclosure Statement is available for free at
https://bit.ly/3mk8fZo from Prime Clerk, claims and noticing agent.
Counsel for the Debtors:
Matthew D. Cavenaugh, Esq.
Jennifer F. Wertz, Esq.
J. Machir Stull, Esq.
Jackson Walker LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Telephone: (713) 752-4200
Facsimile: (713) 752-4221
Email: mcavenaugh@jw.com
jwertz@jw.com
mstull@jw.com
- and -
Joshua A. Sussberg, P.C.
Christine A. Okike, P.C.
Kirkland & Ellis LLP
Kirkland & Ellis International LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
Email: joshua.sussberg@kirkland.com
christine.okike@kirkland.com
- and -
Joshua M. Altman, Esq.
Kirkland & Ellis LLP
Kirkland & Ellis International LLP
300 North LaSalle Street
Chicago, IL 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
Email: josh.altman@kirkland.com
About Katerra Inc.
Based in Menlo Park, Calif., Katerra Inc. is a Japanese-funded,
American technology-driven offsite construction company. Katerra
was founded in 2015 by Michael Marks, former chief executive
officer of Flextronics and former Tesla interim CEO, along with
Fritz Wolff, the executive chairman of The Wolff Co. It offers
technology-driven design, manufacturing, and assembly solution for
bathroom pods, door and window, furniture, and modular utility
systems.
Katerra and its affiliates sought Chapter 11 protection (Bankr.
S.D. Tex. Lead Case No. 21-31861) on June 6, 2021. In its
petition, Katerra disclosed assets of between $500 million and $1
billion and liabilities of between $1 billion and $10 billion.
Judge David R. Jones oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Jackson Walker, LLP as
bankruptcy counsel; Houlihan Lokey Capital, Inc. as investment
banker; Alvarez & Marsal North America, LLC as financial and
restructuring advisor; and KPMG, LLP as tax consultant. Prime Clerk
LLC is the claims and noticing agent.
The official committee of unsecured creditors tapped Fox
Rothschild, LLP, as counsel; and FTI Consulting, Inc., as financial
advisor.
Weil, Gotshal & Manges LLP is counsel for SB Investment Advisers
(UK) Limited, DIP lender.
* * *
Katerra in early August 2021 won court approval to sell factories
in Washington state and California for a total of $71 million. Blue
Varsity LLC, a wholly-owned subsidiary of Mercer International
Inc., purchased Katerra's cross-laminated timber factory in
Spokane, Wash. Volumetric Building Companies, a Philadelphia-based
construction company, agreed to buy Katerra's two-year-old factory
in Tracy, Calif.
LATAM AIRLINES: Glenn Agre Represents Shareholders
--------------------------------------------------
In the Chapter 11 cases of LATAM Airlines Group S.A., et al., the
law firm of Glenn Agre Bergman & Fuentes LLP submitted a verified
statement under Rule 2019 of the Federal Rules of Bankruptcy
Procedure, to disclose that it is representing the Ad Hoc Committee
of Shareholders.
On or around May 19, 2021, certain additional members have joined
the Ad Hoc Committee of Shareholders in connection with the Chapter
11 cases.
From time to time thereafter, certain additional members have
joined the Ad Hoc Committee of Shareholders.
Glenn Agre represents the Ad Hoc Committee of Shareholders and does
not represent or purport to represent (i) any of the members of the
Ad Hoc Committee of Shareholders in their individual capacity, or
(ii) any entities other than the Ad Hoc Committee of Shareholders
in connection with the Chapter 11 Cases. In addition, neither the
Ad Hoc Committee of Shareholders nor any member thereof represents
or purports to represent any other entities in connection with
these cases.
As of Aug. 17, 2021, members of the Ad Hoc Committee of
Shareholders and their disclosable economic interests are:
Number of Shares
----------------
Two Seas Global (Master) Fund LP 527,553
32 Elm Place 3rd Floor
Rye, NY 10580
Whitebox Multi-Strategy Partners, LP 200,000
3033 Excelsior Blvd
Suite 500
Minneapolis, MN 55416
Hampton Road Capital Management LP 109,000
1 Greenwich Plaza 3rd Floor
Greenwich, CT 06830
Milestone Vimba Fund LP 154,000
3131 Campus Drive
Ste 100
Plymouth, MN 55441
FourWorld Global Opportunities Fund, Ltd. 1,000,000
7 World Trade Center 46th Floor
New York, NY 10007
Alta Fundamental Advisers LLC
1500 Broadway, Suite 704 283,897
New York, NY 10036
Patrick Conlin 50,000
3131 Campus Drive
Ste 100
Plymouth, MN 55441
Adam Gui 100,000
1750 W Ogden #4106
Naperville, IL 60567
Kevin Barnes 58,000
4030 S. Whitehorse Road, #408
Malvern, PA 19355
Jacob Mermelstein 23,500
6156 N St Louis
Chicago IL 60659
Inversiones y Servicios Toledo SPA 108,623
Prat 2495 Vallenar, Chile
Francisco Selman Kerestedjian 70,684
Yerbas Buenas 11636
Lo Barnechea
Santiago, Chile
Inmobiliaria Selman S.A. 30,000
Yerbas Buenas 11636
Lo Barnechea
Santiago, Chile
Andres Altamirano Medina 24,908
Camino Mirasol 1459 Casa A
Las Condes, Santiago, Chile
Jaime Duran Lopez 34,000
Los Naranjos 18410, Maipu
Santiago, Chile
Patricio Araneda 6,050
Suarez Mujica 2224
Ñuñoa, Santiago, Chile
Rene Aravena Vega 522
Calle Huelen N° 154
Departamento 21
Providencia, Santiago Chile
Inversiones Inmobiliarias y 229,000
Asesorias Giraq LTDA
Carlos Ossandon 391-Ñ
Comunidad Los Almendros
De La Reina, Santiago, Chile
Inversiones Inmobiliarias y
Asesorias Gabykar LTDA 71,909
San Alfonso 83
San Bernardo, Santiago, Chile
Jaime De La Hoz 7,614
San Alfonso 83
San Bernardo, Santiago, Chile
Juan Pablo Prado Etcheverry 23,294
Avenida Doce 193
San Jose De Maipo, Chile
Hugo Toledo Gonzales 15,000
La Serena Golf Casa 404
La Serena, Chile
Mermelstein Investment Partners 337,116
6500 N Hamlin
Lincolnwood, IL 60712
Joel Mermelstein 9,250
6500 N Hamlin
Lincolnwood, IL 60712
Daniel Mermelstein Remainder Trust 20,000
3322 W. Arthur Avenue
Lincolnwood, IL 60712
Daniel & Ayelet Mermelstein 2,000
3322 W. Arthur Avenue
Lincolnwood, IL 60712
Joshua Mermelstein 8,900
6500 N Hamlin
Lincolnwood, IL 60712
Judith Aryeh 600
6500 N Hamlin
Lincolnwood, IL 60712
Counsel to the Ad Hoc Committee of Shareholders can be reached at:
Andrew K. Glenn, Esq.
Shai Schmidt, Esq.
Rich Ramirez, Esq.
Naznen Rahman, Esq.
GLENN AGRE BERGMAN & FUENTES LLP
55 Hudson Yards 20th Floor
New York, NY 10001
Telephone: (212) 358-5600
Email: aglenn@glennagre.com
sschmidt@glennagre.com
rramirez@glennagre.com
nrahman@glennagre.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3y65Eoe
About LATAM Airlines Group
LATAM Airlines Group S.A. -- http://www.latam.com/-- is a
pan-Latin American airline holding company involved in the
transportation of passengers and cargo and operates as one unified
business enterprise. It is the largest passenger airline in South
America.
Before the onset of the COVID-19 pandemic, LATAM offered passenger
transport services to 145 different destinations in 26 countries,
including domestic flights in Argentina, Brazil, Chile, Colombia,
Ecuador and Peru, and international services within Latin America
as well as to Europe, the United States, the Caribbean, Oceania,
Asia and Africa.
LATAM and its 28 affiliates sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in
Chile, Peru, Colombia, Ecuador and the United States are part of
the Chapter 11 filing.
The Debtors disclosed $21,087,806,000 in total assets and
$17,958,629,000 in total liabilities as of Dec. 31, 2019.
The Hon. James L. Garrity, Jr., is the case judge.
The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as
bankruptcy counsel, FTI Consulting as restructuring advisor, Lee
Brock Camargo Advogados as local Brazilian litigation counsel, and
Togut, Segal & Segal LLP and Claro & Cia in Chile as special
counsel. The Boston Consulting Group, Inc. and The Boston
Consulting Group UK LLP serve as the Debtors' strategic advisors.
Prime Clerk LLC is the claims agent.
The official committee of unsecured creditors formed in the case
tapped Dechert LLP as its bankruptcy counsel, Klestadt Winters
Jureller Southard & Stevens, LLP as conflicts counsel, UBS
Securities LLC as investment banker, and Conway MacKenzie, LLC as
financial advisor. Ferro Castro Neves Daltro & Gomide Advogados,
is the committee's Brazilian counsel.
The Ad Hoc Group of LATAM Bondholders tapped White & Case LLP as
counsel.
Glenn Agre Bergman & Fuentes, LLP, led by managing partner Andrew
Glenn and partner Shai Schmidt, has been retained as counsel to the
Ad Hoc Committee of Shareholders.
LECLAIRRYAN: Trustee Gets Court Okay to Expand UnitedLex Deal Suit
------------------------------------------------------------------
David Thomas of Reuters reports that a bankruptcy judge in
Richmond, Virginia, on Thursday, August 19, 2021, gave the Chapter
7 trustee overseeing the dissolution of bankrupt law firm
LeClairRyan the go-ahead to sue a former firm lawyer over its
doomed joint venture with alternative legal services provider
UnitedLex.
The trustee had already been seeking at least $128 million in
damages from UnitedLex and related entities. After Thursday's
ruling, the suit will include another $18.5 million or more in
additional claims against UnitedLex entities, and will add a former
LeClairRyan attorney as a defendant. While the lawyer wasn't
identified by name in the hearing, court records indicate it is
Gary LeClair, the firm's co-founder and longtime leader.
In allowing the trustee to amend her complaint, U.S. Bankruptcy
Judge Kevin Huennekens said he would push back a scheduled trial in
the case from October 2020 to April 2021 in order to accommodate
the new defendants and additional claims.
UnitedLex created a joint venture, ULX Partners, with LeClairRyan
in 2018, promising a new model for supporting law firm operations
that could expand to other firms. But ULX Partners caused
already-struggling LeClairRyan to plunge "further into insolvency,"
Chapter 7 trustee Lynn Tavenner alleged in her October 2020
complaint.
Meanwhile, UnitedLex, ULX Partners and others were able "to
improperly and unfairly extract millions of dollars from the
estate, to the detriment of LeClairRyan's creditors," Tavenner
alleged.
Huennekens rejected a bid by UnitedLex and ULX Partners to dismiss
the lawsuit in July 2021. On Aug. 5, 2021 Tavenner sought to amend
her complaint to add at least two defendants, UnitedLex Management
and a defendant whose name was redacted in public filings but
"whose misconduct was integral to the scheme by the 'ULX Entities'
to loot the debtor of its valuable assets," her motion alleged.
Court filings show that the redacted defendant is Gary LeClair, who
served as chairman and CEO of the Virginia-based law firm that bore
his name for 25 years. A trio of attorneys -- William Broscious,
Andrew Bowman and J. Scott Sexton -- filed unredacted notices of
appearance on LeClair's behalf on Aug. 13, 2021 and Monday, August
16, 2021. The lawyers soon after filed a redacted objection to
Tavenner's proposed amendment, calling her allegations against
their client "immaterial, impertinent and scandalous."
The attorneys, who also argued against adding their client as a
defendant during Thursday's hearing, referred to him at the hearing
as the "former attorney" or "John Doe," and not by name. LeClair,
who is now at Richmond-based Williams Mullen, did not respond to a
request for comment, nor did Broscious, Bowman and Sexton.
Tavenner's proposed amended complaint was also filed under seal,
but in her Aug. 5, 2021 motion, she said she was adding new claims,
including allegations that UnitedLex entities extracted at least
$18.5 million in intellectual property assets from LeClairRyan
through the joint venture.
J. Gregory Milmoe, a Greenberg Traurig shareholder who is
representing the UnitedLex entities, declined to comment. Erika
Morabito, a partner at Quinn Emanuel Urquhart & Sullivan
representing Tavenner, also declined to comment.
The case is Lynn Tavenner, as Chapter 7 Trustee v. ULX Partners
LLC, et al., U.S. Bankruptcy Court for the Eastern District of
Virginia, Adversary Proceeding No. 20-03124.
For Lynn Tavener: Erika Morabito and Brittany Nelson, of Quinn
Emanuel Urquhart & Sullivan
For UnitedLex Corp and ULX Partners LLC: J. Gregory Milmoe, David
Barger and Thomas McKee, of Greenberg Traurig
About LeClairRyan PLLC
Founded in 1988, LeClairRyan PLLC is a national law firm with 385
attorneys, including 160 shareholders, at its peak. The firm
represented thousands of clients, including individuals and local,
regional, and global businesses.
Following massive defections by its attorneys LeClairRyan, members
of the firm in July 2019 voted to effect a wind-down of the
Debtor's operations.
LeClairRyan PLLC sought Chapter 11 protection (Bankr. E.D. Va. Case
No. 19-bk-34574) on Sept. 3, 2019, to effect the wind-down of its
affairs.
In its Chapter 11 petition, the firm listed a range of 200-999
creditors owed between $10 million and $50 million. The firm
claims assets of $10 million to $50 million.
The Hon. Kevin R Huennekens is the case judge.
Richmond attorneys Tyler Brown and Jason Harbour of Hunton Andrews
Kurth are representing LeClairRyan in the case. Protiviti is its
financial adviser for the liquidation.
LIVE PRIMARY: Oct. 5 Auction Sale of Substantially All Assets
-------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York authorized Live Primary, LLC's bidding
procedures in connection with the auction sale of substantially all
assets.
The Procedures Hearing was held on Aug. 12, 2021.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Sept. 13, at 4:00 p.m. (EST)
b. Auction: In the event competing bids are received in
accordance with the Bidding Procedures established, an Auction will
be held on Oct. 5, 2021, at 10:00 a.m. (EST) at Rosen & Associates,
P.C., 747 Third Avenue, New York, New York 10017-2803, or such
later date and time or other place or manner as determined by the
Debtor at or prior to the Auction. If no Qualified Bid, as defined
in the Bidding Procedures, or only one Qualified Bid is received by
the Bid Deadline, the Debtor will not conduct an Auction.
c. Sale Hearing: Oct. 7, 2021, at 10:00 a.m. (EST) via Zoom
for Government or as otherwise provided
d. Sale Objection Deadline: Oct. 6, 2021, at 12:00 p.m. (EST)
The Sale Notice is approved. Within three business days after the
entry of the Order, the Debtor will cause a copy of the Bidding
Procedures and the Sale Notice to be served upon all those who have
been served with the Motion and all counter-parties to the its
executory contracts via first class mail. As soon as practicable
after the entry of the Order, the Debtor will cause the Sale Notice
to be published once in the New York Times, National Edition, for
one day.
The form and manner of notice set forth in the preceding three
paragraphs will constitute good and sufficient notice of the
Auction, the Sale Hearing, and the Bidding Procedures and no other
or further notice of the Auction, the Sale Hearing, or the Bidding
Procedures is necessary or required.
The Debtor is authorized to implement the Bidding Procedures and
conduct the Auction without the necessity of complying with any
state or local bulk transfers law or requirement or any similar law
of any state or other jurisdiction which applies in any way to any
of the transactions under the APA.
Notwithstanding any applicability of Rule 6004, the terms and
conditions of the Order, will be immediately enforceable.
About Live Primary LLC
Live Primary -- https://liveprimary.com/ -- which conducts
business
under the name Primary, is a co-working and shared office space
featuring an array of amenities designed to help people feel good
while working to make their businesses thrive.
Live Primary sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 20-11612) on July 12, 2020. At the
time of filing, the Debtor had estimated assets of $1 million to
$10 million and estimated liabilities of $10 million to $50
million.
The case is assigned to Judge Martin Glenn. Sanford P. Rosen, Esq.
of Rosen and Associates PC is the Debtor's counsel.
David Kirshenbaum as representative for the noteholders is
represented by Daniel J. Weiner, Esq., at Schafer & Weiner, PLLC.
Broadway 26 Waterview, LLC, the Debtor's landlord, is represented
in the case by Jay B. Itkowitz, Esq., at Itkowitz PLLC.
MATTRESS FIRM: Moody's Hikes CFR to B1 & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service upgraded Mattress Firm, Inc.'s corporate
family rating to B1 from B2, probability of default rating to B1-PD
from B2-PD, and senior secured term loan rating to Ba3 from B1. The
outlook was changed to stable from positive.
The upgrades reflect the company's significant recent earnings
growth and Moody's view that over the near to intermediate term
operating performance will continue to be supported by favorable
demand trends and Mattress Firm's effective business execution. The
company's growth has been primarily driven by strong consumer
demand, a favorable promotional environment, a product mix shift to
premium products, and effective execution including a focus on
digital marketing. Moody's expects mattress demand to remain solid
over the next 12-18 months as a result of robust housing activity,
elevated consumer savings rates, and growing employment and wages.
Nevertheless, the industry is cyclical and as demand moderates over
time, Mattress Firm's earnings could face pressure. Moody's expects
leverage to decline slightly to 2.2x over the next 12-18 months
based on steady to modestly higher earnings.
Moody's took the following rating actions for Mattress Firm, Inc.:
Corporate family rating, upgraded to B1 from B2
Probability of default rating, upgraded to B1-PD from B2-PD
Senior secured term loan, upgraded to Ba3 (LGD3) from B1 (LGD3)
Outlook, changed to stable from positive
RATINGS RATIONALE
Mattress Firm's B1 CFR is constrained by governance considerations,
including the financial strategy risks associated with control by
hedge funds and other former creditors following its emergence from
bankruptcy in 2018. Mattress Firm also has a narrow product focus
in a highly competitive product category, which remains dependent
on cyclical discretionary consumer spending. In addition, as a
retailer, the company needs to make ongoing investments in its
brand and infrastructure, as well as in social and environmental
drivers including responsible sourcing, product and supply
sustainability, privacy and data protection.
Nevertheless, the rating reflects the company's recognized brand
name and leading position in the mattress retail industry. Credit
metrics are solid compared to similarly rated peers, with
Moody's-adjusted debt/EBITDA at 2.3x and EBIT/interest expense at
5.1x as of June 29, 2021 (pro-forma for the full-year impact of the
2020 refinancing). In addition, Moody's expects the company to have
very good liquidity over the next 12-18 months, including solid
cash balances and free cash flow, full ABL revolver availability
and lack of near-term maturities.
The stable outlook reflects Moody's expectations for very good
liquidity and solid credit metrics over the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if the company demonstrates sustained
earnings performance and very good liquidity beyond the current
period of strong demand. An upgrade would also require a reduction
in private equity ownership and board representation and a
commitment to and maintenance of more conservative financial
strategies. Quantitatively, the ratings could be upgraded if
Moody's expects debt/EBITDA to be sustained below 3.0 times, and
EBIT/interest expense above 3.0 times.
The ratings could be downgraded if liquidity deteriorates or
operating performance declines materially or if financial
strategies become more aggressive. Quantitatively, Moody's-adjusted
debt/EBITDA above 4.0 times or EBIT/interest expense below 2.25
times could result in a downgrade.
Headquartered in Houston, Texas, Mattress Firm, Inc. is a leading
US mattress retailer offering mattresses and related products
through over 2,300 stores across the United States and its website.
Revenues for the twelve months ended June 29, 2021 were around $4.3
billion. The company is owned by its former creditors and Steinhoff
International Holdings N.V.
The principal methodology used in these ratings was Retail Industry
published in May 2018.
MEDLEY LLC: Unsecureds to Get 2.02% to 2.17% Recovery in Plan
-------------------------------------------------------------
Medley LLC; Medley Capital LLC, (a registered investment advisor
under the Investment Advisers Act and a non-Debtor affiliate of the
Debtor) and the Official Committee of Unsecured Creditors appointed
in the Debtor's Chapter 11 case filed with the U.S. Bankruptcy
Court for the District of Delaware a Third Amended Combined
Disclosure Statement and Plan dated August 13, 2021.
The Amended Combined Disclosure Statement and Plan is premised upon
maximizing the remaining value of the Debtor's assets. The Debtor
has three primary assets: (i) cash on hand, (ii) the income stream
generated by non-Debtor Affiliates from the Remaining Company
Contracts, less the costs of operations, and (iii) Causes of
Action.
On the Effective Date, the Liquidating Trust will be established
for the benefit of creditors holding Allowed Claims and on the
Effective Date or by the Wind-Down Date, as applicable, the
Liquidating Trust Assets shall vest in the Liquidating Trust. The
Liquidating Trust shall be funded with (i) all Cash held by the
Debtor on the Effective Date; (ii) the Initial GUC Funds, and (iii)
the Additional GUC Funds.
A large component of the Liquidating Trust Assets will be the
proceeds from the Remaining Company Contracts. The Proponents
expect that for the period ending March 31, 2022, the Remaining
Company Contracts will generate approximately $1,310,000 million of
profit, which amount is proposed to be available for distribution
to the Liquidating Trust on the Wind-Down Date.
The potential availability of such funds for the Liquidating Trust
is only possible if the non-Debtor Affiliates continue to honor the
obligations under the Remaining Company Contracts through the
Runoff Date. If the non-Debtor Affiliates fail to honor their
obligations under the Remaining Company Contracts, the Proponents
expect that revenue will be lost and certain clients will seek the
return of some or all of those funds. The Proponents believe that
continuing to honor the Remaining Company Contracts will provide a
significantly greater recovery for Holders Allowed Claims than such
Holders would receive if the Remaining Company Contracts were
terminated immediately.
Classes and Treatment of Claims and Interests under the Plan
* Class 1 Secured Claims
Each holder of an Allowed Secured Claim shall receive, at the
option of the Debtor: (a) payment in full in Cash of its Allowed
Secured Claim; (b) the collateral securing its Allowed Secured
Claim; (c) Reinstatement of its Allowed Secured Claim; or (d) such
other treatment rendering its Allowed Secured Claim Unimpaired
according to Section 1124 of the Bankruptcy Code.
Estimated Claim Pool: $0
Projected Recovery: 100%
* Class 2 Priority Non-Tax Claims
Each holder of an Allowed Other Priority Claim shall receive
treatment in a manner consistent with Section 1129(a)(9) of the
Bankruptcy Code.
Estimated Claim Pool: Approx. $1,681
Projected Recovery: 100%
* Class 3 Notes Claims
On the Effective Date, the Notes Claims shall be Allowed for
$125,511,108, which amount does not include Notes Trustee Fees,
which will be paid in accordance with the Wind-Down Budget and the
Liquidating Trust Agreement from the Liquidating Trust Assets.
Each Holder of an Allowed Notes Claim shall receive a Pro Rata
share of the Assets Available for Distribution to Unsecured
Creditors, which shall be shared Pro Rata among Holders of Allowed
Notes Claims and Allowed General Unsecured Claims. Class 3 is
Impaired and entitled to vote to accept or reject the Plan.
Estimated Claim Pool: Approx. $125,511,108
Projected Recovery: 2.02% to 2.17%
* Class 4 General Unsecured Claims
Each Holder of an Allowed General Unsecured Claim shall receive a
Pro Rata share of the Assets Available for Distribution to
Unsecured Creditors, which shall be shared Pro Rata among Holders
of Allowed Notes Claims and Allowed General Unsecured Claims.
Class 4 is Impaired under the Plan and holders of General Unsecured
Claims are entitled to vote to accept or reject the Plan.
Estimated Claim Pool: Approx. $7.77 million to $18.11 million
Projected Recovery: 2.02% to 2.17%
* Class 5 Intercompany Claims
Each Allowed Intercompany Claim shall be canceled, released, and
extinguished, and without any distribution, at the Debtor's
election, subject to the approval of the Creditors' Committee and
Medley Capital. Class 5 is conclusively deemed to have accepted
the Plan and is not entitled to vote to accept or reject the Plan.
Projected Recovery of Class 5 Claims is $0.
* Class 6 Interests
All Interests shall be cancelled on the Wind-Down Date, except that
on the Effective Date, the Debtor shall issue and transfer the
Liquidating Trust Interest pursuant to the Fifth Amended LLC
Agreement, as modified pursuant to this Plan. Class 6 is impaired
under the Plan and holders of Class 6 Interests are deemed to have
rejected the Plan. Projected Recovery for Class 6 is $0.
A copy of the Third Amended Combined Disclosure Statement and Plan
is available for free at https://bit.ly/3sr362Q from Kurtzman
Carson Consultants, claims agent.
The deadline to vote on the Amended Combined Disclosure Statement
and Plan is September 24, 2021 at 4 p.m. (prevailing Eastern Time).
The Court has set for Oct. 5, 2021 at 1 p.m. (prevailing Eastern
Time) the Combined Hearing to consider final approval/confirmation
of the Amended Combined Disclosure Statement and Plan. Objections
to final approval/confirmation of the Combined Disclosure Statement
and Plan must be filed and served no later than 4 p.m. (prevailing
Eastern Time) on September 28.
Counsel for Medley LLC, Debtor:
Jeffrey R. Waxman, Esq.
Eric J. Monzo, Esq.
Brya M. Keilson, Esq.
Morris James LLP
500 Delaware Avenue, Suite 1500
Wilmington, DE 19801
Telephone: (302) 888-6800
Facsimile: (302) 571-1750
Email: jwaxman@morrisjames.com
emonzo@morrisjames.com
bkeilson@morrisjames.com
Counsel for the Official Committee of Unsecured Creditors of Medley
LLC:
Christopher M. Samis, Esq.
D. Ryan Slaugh, Esq.
Potter Anderson & Corroon LLP
1313 N. Market Street, 6th Floor
Wilmington, DE 19801
Telephone: (302) 984-6000
Facsimile: (302) 658-1192
Email: csamis@potteranderson.com
rslaugh@potteranderson.com
- and -
James S. Carr, Esq.
Benjamin D. Feder, Esq.
Sean T. Wilson, Esq.
Kelley Drye & Warren LLP
3 World Trade Center
175 Greenwich Street
New York, NY 10007
Telephone: (212) 808-7800
Facsimile: (212) 808-7897
Email: jcarr@kelleydrye.com
bfeder@kelleydrye.com
swilson@kelleydrye.com
Counsel for Medley Capital LLC:
Gregory A. Taylor, Esq.
Ashby & Geddes, P.A.
500 Delaware Avenue, 8th Floor
P.O. Box 1150
Wilmington, DE 19899
Telephone: (302) 654-1888
Facsimile: (302) 654-2067
Email: gtaylor@ashby-geddes.com
- and -
Justin Rawlins, Esq.
Paul Hastings LLP
515 South Flower Street, 25th Floor
Los Angeles, CA 90071
Telephone: (213) 683-6130
Facsimile: (213) 996-3130
Email: justinrawlins@paulhastings.com
- and -
Matthew Micheli, Esq.
Brendan M. Gage, Esq.
Paul Hastings LLP
71 S. Wacker Drive, 45th Floor
Chicago, IL 60606
Telephone: (312) 499-6018
Facsimile: (312) 499-6118
Email: mattmicheli@paulhastings.com
brendangage@paulhastings.com
About Medley LLC
Medley LLC, through its direct and indirect subsidiaries, including
Medley Capital LLC, is an alternative asset management firm
offering yield solutions to retail and institutional investors. It
provides investment management services to a permanent capital
vehicle, long-dated private funds, and separately managed accounts,
and serves as the general partner to the private funds. Medley is
headquartered in New York City and incorporated in Delaware.
As of Sept. 30, 2020, Medley had $3.4 billion of assets under
management in two business development companies, Medley Capital
Corporation (NYSE: MCC) and Sierra Income Corporation, and several
private investment vehicles. Over the past 18 years, Medley has
provided capital to over 400 companies across 35 industries in
North America.
Medley filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 21-10526) on March 7, 2021. The Debtor disclosed $5,422,369 in
assets and $140,752,116 in liabilities as of March 2, 2021.
The Debtor tapped Lowenstein Sandler LLP and Morris James LLP as
bankruptcy counsel, Eversheds Sutherland (US) LLP as special
counsel, B. Riley Securities Inc. as investment banker, and
Andersen Tax LLC as tax accountant. Corporation Service Company
serves as the Debtor's independent manager. Kurtzman Carson
Consultants, LLC is the claims agent.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors on April 22, 2021. The committee is
represented by Potter Anderson & Corroon, LLP and Kelley Drye &
Warren, LLP.
MICHAEL ANAYA RODRIGUEZ: Selling Home in San Antonio for $350K
--------------------------------------------------------------
Michael Anaya Rodriguez asks the U.S. Bankruptcy Court for the
Western District of Texas to authorize the sale of his home at 1726
Brogan Drive, in San Antonio, Texas, for approximately $350,000.
The Debtor represents said property is exempt. Further, Jefferson
State Bank is the holder of the lien(s) against the property and
will be paid in full at the closing.
After all liens and encumbrances of the property and costs
associated with the sale of the property are paid, the Debtor will
receive approximately $208,000 in net proceeds. He will receive
the net proceeds and may use them to buy a new home.
The Debtor further requests that the 14-day stay under Bankruptcy
Rule 6004(h) be waived.
Michael Anaya Rodriguez sought Chapter 11 protection (Bankr. W.D.
Tex. Case No. 18-53059) on Dec. 31, 2018. The Debtor tapped Todd
Malaise, Esq., as counsel.
MOBILE FUNDS: Port Equity Buying Mobile Property for $1.5 Million
-----------------------------------------------------------------
Mobile Funds, LLC, asks the U.S. Bankruptcy Court for the Southern
District of Alabama to authorize the sale of the real property
located at 1520 Matzenger Drive, in Mobile, Alabama, to Port
Equity, LLC, for an amount between $1.5 million and $1.8 million.
The Debtor has located the Buyer who will pay off the debt to
Namita Inc., and the first mortgage in the approximate amount of
$811,000. The sales purchase agreement and HUD-1 are in the
process of being prepared by Goodman Ledyard.
The intended sales price is between $1.5 million and $1.8 million
of which sufficient money will be available to fund the described
payouts. The Buyer will be funding this amount with a loan from
his lender, which will be paid at closing for the referenced
mortgages.
At the closing, the Debtor will also pay, in full, Claim Number
One, filed by Kim Hastie, Revenue Commissioner, which are for the
202 property taxes in the amount of $15,904.77. The balance will
be in the form of a second mortgage on the property, to be paid by
the Buyer to the Debtor. No other creditors have filed Proof of
Claims and the Claims Bar Date passed on April 30, 2021.
The Debtor asks that the matter be set for a hearing and approve
the sale and for such other, further and different relief as is
just in the premises.
About Mobile Funds
Mobile Funds, LLC is the owner of fee simple title to the Port
City
Inn located at 1520 Matzenger Drive, Mobile, Ala., valued at $1.2
million.
Mobile Funds filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 21-10394) on
March 1, 2021. Eldad Cohen, member, signed the petition. In the
petition, the Debtor disclosed $1,340,701 in assets and $1,133,600
in liabilities.
Judge Jerry C. Oldshoe, Jr. oversees the case.
Barry A. Friedman, Esq., at Barry A. Friedman & Associates, PC
represents the Debtor as counsel.
MOON GROUP: Seeks Approval to Hire Kurtzman Steady as Co-Counsel
----------------------------------------------------------------
Moon Group, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Kurtzman
Steady, LLC to serve as bankruptcy co-counsel with Sullivan
Hazeltine Allinson, LLC.
The firm's services include:
(a) assisting the Debtors in the administration of their
Chapter 11 cases;
(b) assisting the Debtors in obtaining approval for the use of
cash collateral; and
(c) proposing and seeking confirmation of the Debtors' plan of
reorganization.
The firm's hourly rates are as follows:
Jeffrey Kurtzman $490 per hour
Maureen P. Steady $385 per hour
Kurtzman Steady received a retainer in the aggregate amount of
$65,000.
As disclosed in court filings, Kurtzman Steady is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Jeffrey Kurtzman, Esq.
Kurtzman Steady, LLC
401 S 2nd St., Suite 200
Philadelphia, PA 19147
Phone: 215-715-2814
About Moon Group Inc.
Moon Group, Inc. and its affiliates filed their voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 21-11140) on Aug. 12, 2021. John D. Pursell, Jr.,
chief executive officer, signed the petitions. At the time of the
filing, Moon Group listed up to $50,000 in assets and up to $50
million in liabilities.
Judge Christopher S. Sontchi oversees the cases.
Sullivan Hazeltine Allinson, LLC and Kurtzman Steady, LLC represent
the Debtors as bankruptcy counsel. Silverang Rosenzweig &
Haltzman, LLC serves as the Debtors' special litigation counsel.
MOON GROUP: Seeks to Hire Silverang as Litigation Counsel
---------------------------------------------------------
Moon Group, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Silverang
Rosenzweig & Haltzman, LLC as their special litigation counsel.
The firm's services include:
(a) advising the Debtors regarding general corporate matters;
(b) commencing and prosecuting an adversary action against
Kore Capital Corporation stemming from its breach of contract
related to a line of credit, and other related claims;
(c) if warranted, investigating and, to the extent a good
faith basis exists, commencing and prosecuting additional adversary
proceedings; and
(d) defending the Debtors against and from any adversary
proceedings that may be initiated by third parties.
The firm's hourly rates are as follows:
Kevin J. Silverang, Partner $595 per hour
Philip S. Rosenzweig, Partner $550 per hour
William C. Katz, Counsel $350 per hour
Kayleen Daley, Paralegal $150 per hour
Kevin Silverang, Esq., a partner at Silverang, disclosed in court
filings that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
Silverang can be reached at:
Kevin J. Silverang, Esq.
Silverang, Rosenzweig & Haltzman, LLC
Woodlands Center, Suite 300
900 East Eighth Avenue
King of Prussia, PA 19406
Direct: (610) 263-0116
Main: (610) 263-0115
Fax: (215) 754-4934
ksilverang@sanddlawyers.com
About Moon Group Inc.
Moon Group, Inc. and its affiliates filed their voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 21-11140) on Aug. 12, 2021. John D. Pursell, Jr.,
chief executive officer, signed the petitions. At the time of the
filing, Moon Group listed up to $50,000 in assets and up to $50
million in liabilities.
Judge Christopher S. Sontchi oversees the cases.
Sullivan Hazeltine Allinson, LLC and Kurtzman Steady, LLC represent
the Debtors as bankruptcy counsel. Silverang Rosenzweig &
Haltzman, LLC serves as the Debtors' special litigation counsel.
MOON GROUP: Seeks to Hire Sullivan Hazeltine as Bankruptcy Counsel
------------------------------------------------------------------
Moon Group, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Sullivan
Hazeltine Allinson, LLC to serve as legal counsel in their Chapter
11 cases.
The firm's services include:
(a) advising the Debtors of their rights, powers and duties
while operating and managing their business and property under
Chapter 11 of the Bankruptcy Code;
(b) preparing legal documents and reviewing financial reports
to be filed in the Debtors' cases;
(c) advising the Debtors concerning, and preparing responses
to, pleadings and other legal papers that may be filed by other
parties;
(d) assisting in the negotiation and documentation of
financing agreements and related transactions;
(e) reviewing the nature and validity of liens asserted
against the Debtors' property and advising the Debtors concerning
the enforceability of such liens;
(f) advising the Debtors regarding their ability to initiate
actions to collect and recover property;
(g) assisting the Debtors in connection with any potential
asset sales and property dispositions;
(h) advising the Debtors concerning executory contract and
unexpired lease assumption, assignment or rejection;
(i) formulating, negotiating and filing a plan of
reorganization and related transactional documents;
(j) assisting the Debtors in reviewing, estimating and
resolving claims asserted against the estates;
(k) commencing and conducting litigation to assert rights held
by the Debtors, protect assets of the estates or otherwise further
the goal of completing the Debtors' successful reorganization; and
(l) providing non-bankruptcy services to the extent requested
by the Debtors.
The firm's hourly rates are as follows:
William D. Sullivan, Member $475 per hour
William A. Hazeltine, Member $450 per hour
Elihu E. Allinson, III, Member $425 per hour
Heidi M. Coleman, Paralegal $175 per hour
Sullivan received retainers in the total amount of $52,507.35.
William Sullivan, Esq., a member of Sullivan, 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:
William D. Sullivan, Esq.
Sullivan Hazeltine Allinson, LLC
919 North Market Street, Suite 420
Wilmington, DE 19801
Tel: (302) 428-8191
Email: bsullivan@sha-llc.com
About Moon Group Inc.
Moon Group, Inc. and its affiliates filed their voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 21-11140) on Aug. 12, 2021. John D. Pursell, Jr.,
chief executive officer, signed the petitions. At the time of the
filing, Moon Group listed up to $50,000 in assets and up to $50
million in liabilities.
Judge Christopher S. Sontchi oversees the cases.
Sullivan Hazeltine Allinson, LLC and Kurtzman Steady, LLC represent
the Debtors as bankruptcy counsel. Silverang Rosenzweig &
Haltzman, LLC serves as the Debtors' special litigation counsel.
NEELKANTH HOTELS: Gets OK to Hire GGG Partners as Expert Witness
----------------------------------------------------------------
Neelkanth Hotels, LLC received approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to hire Richard Gaudet
and his firm, GGG Partners, LLC, as expert witness in connection
with the confirmation of its Chapter 11 plan of reorganization.
The Debtor will pay GGG Partners for the services at its standard
rate, including a $6,000 flat fee through delivery of an expert
report and $390 per hour thereafter.
As disclosed in court filings, GGG Partners is "disinterested"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Richard Gaudet, Esq.
GGG Partners, LLC
3155 Roswell Rd NE Suite 120
Atlanta, GA 30305
Office: (404) 256-0003
Mobile: (404) 680-7032
Email: rgaudet@gggmgt.com
About Neelkanth Hotels LLC
Neelkanth Hotels, LLC, a privately held company in the traveler
accommodation industry, filed its voluntary Chapter 11 petition
(Bankr. N.D. Ga. Case No. 20-69501) on Aug. 31, 2020, listing as
much as $10 million in both assets and liabilities. Hemant Thaker,
member and manager, signed the petition.
Judge Jeffery W. Cavender oversees the case.
Schreeder, Wheeler & Flint, LLP serves as the Debtor's legal
counsel.
OLCAN III: Seeks Cash Collateral Access
---------------------------------------
Olcan III Properties, LLC asks the U.S. Bankruptcy Court for the
District of Maryland, Baltimore Division, for authority to use cash
collateral which is secured to The Cadle Company and affiliates,
and The CadleRock Joint Venture, L.P.
The Debtor says it requires the use of the Secured Creditor's cash
collateral to continue its commercial operations. The Debtor will
need to pay inter alia for utilities, real estate taxes, insurance,
water and sewer bills, and for repairs and maintenance to maintain
its business operations and generate the proceeds and revenue of
its business activities with which to repay a bank loan and the
Secured Creditor and the Debtor's administrative, priority and
unsecured debts.
On June 19, 2007, Hopkins Federal Savings Bank made a loan to Olcan
III and to Mr. Mehran Sadeghi, the Debtor's managing member and
sole member in the amount of $275,000 which is evidenced by a
promissory note dated June 19, 2007, executed by Olcan III and
Sadeghi in favor of the Original Lender in the amount of the Loan.
To secure the Loan, Olcan III executed a Deed of Trust, Security
Agreement, and Assignment of Contracts, Leases and Rents dated June
19, 2007 and recorded on July 6, 2007, in Liber 9668, at Page 336,
in the Official Land Records of Baltimore City, Maryland.
Under Deed of Trust I, Olcan III granted to the Trustee named
therein, for the benefit of the Original Lender, the real property
commonly known as 4642 Belair Road, Baltimore, MD 21206.
To secure the Loan, Olcan III executed a Purchase Money Deed of
Trust, Security Agreement, and Assignment of Contracts, Leases and
Rents dated June 19, 2007, and recorded on June 26, 2007, in Book
19238, at Page 0488, in the Official Land Records of Anne Arundel
County, Maryland.
Under Deed of Trust II, Olcan III granted to the Trustee named
therein for the benefit of Original Lender, the real property
commonly known as 438 N. Crain Highway, Glen Burnie, MD 21061.
On May 14, 2014, the Original Lender and Borrower entered into a
Loan Modification Agreement, which modified the terms of the Note
and Security Instruments.
On October 16, 2018, Sadeghi filed a Voluntary Petition under
Chapter 13 of the Bankruptcy (Bankr. D. Md. Case No. 18-23723), and
on November 16, 2018, Old Line Bank, successor in interest to the
Original Lender, filed a secured Proof of Claim in the amount of
$274,499.
The Secured Creditor is the owner and holder of the Loan and Loan
Documents.
The Secured Creditor and the Debtor entered into a Commercial Loan
Modification Agreement on March 28, 2019.
The Debtor on its Schedule A/B has listed its real properties at
4437-49 Belair Road, Baltimore City, MD 21206 at a current market
value of $500,000 and at 4642 Belair Road, Baltimore City, MD 21206
at a current market value of $150,000.
The Debtor avers that allotting for necessary and essential
operating expenses for each location of the Debtor's real
properties, the Debtor believes that it can make monthly
postpetition adequate protection payments to the Secured Creditor
in the amount of $5,200.
As adequate protection of the Secured Creditor's interests in the
cash collateral the debtor proposes to pay to the Bank $5,200 on a
monthly basis, commencing October 1, 2021, and on the first day of
each month thereafter to be applied to the payment of the secured
debt.
As additional adequate protection of the Secured Creditor's
interests, the Debtor proposes to extend post-petition to the
Secured Creditor a security interest against the assets previously
pledged as collateral to the Secured Creditor. The Debtor believes
and therefore avers that the Secured Creditor is adequately
protected by the proposed post-petition lien and by the proposed
payments. Moreover, the Secured Creditor is adequately protected by
the current market value of the Debtor's two real properties which
value vastly exceeds the balance due on the secured debt owed to
the Secured Creditor.
A copy of the motion is available at https://bit.ly/3CYvI8w from
PacerMonitor.com.
About OLCAN III Properties LLC
OLCAN III Properties LLC owns and operates two parcels of real
estate both located in Baltimore City, Maryland. OLCAN III owns and
operates 4437-49 Belair Road, Baltimore City, MD 21206, which it
acquired on November 1, 2004, by Deed recorded on November 8, 2004,
among the Land Records of Baltimore City, Maryland at Liber 6150,
folio 117 et seq. for a stated consideration and value of $500,000
which OLCAN III believes is still the present value.
OLCAN III also owns 4642 Belair Road, Baltimore City, MD 21206,
which it acquired for $0.00 consideration from Mr. Mehran Sadeghi,
OLCAN III's sole and managing member by Deed dated April 16, 2007,
recorded on May 10, 2007, among the Land Records of Baltimore City,
Maryland at Liber 9433, folio 336 et seq. but which it has
scheduled at a value of $150,000.
OLCAN III derives rental income and disburses operating expenses.
OLCAN III sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Md. Case No. 21-15323) on August 18, 2021. In the
petition signed by Mehran Sadeghi, the Debtor disclosed up to $1
million in assets and up to $500,000 in liabilities.
Marc R. Kivitz, Esq., at Law Office of Marc R. Kivitz is the
Debtor's counsel.
OMKAR HOTELS: Wins Cash Collateral on Final Basis
-------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
authorized Omkar Hotels, Inc. to use cash collateral, on a final
basis in accordance with the budget; and provide adequate
protection to The Cadle Company II, Inc. and the United States
Small Business Administration.
The Debtor is authorized to use Cash Collateral in compliance with
the Final Order until the occurrence of a Termination Event unless
and until the Court orders or the Debtor and Cadle and the SBA
stipulate in writing otherwise.
As adequate protection for the Debtor's use of cash collateral, the
Debtor will pay when due postpetition property taxes provided that
the Debtor is permitted, under applicable state law, to pay
post-petition taxes prior to satisfying any taxes that were
assessed or became due before the Petition Date.
The Debtor will maintain property insurance on the property that is
alleged to collateralize Cadle's and the SBA's secured claims and
all other property of the estate, with such parties to continue to
be listed as an additional loss-payee and the United States Trustee
to continue to be listed as a notice party under the Debtor's
policies of insurance through the earlier of (i) the dismissal or
conversion of this case; and (ii) the confirmation date of any plan
that is confirmed by the Court.
As further adequate protection for any diminution in value
resulting from the use of Cash Collateral on or after the Petition
Date, Cadle is granted adequate protection payments of $5,000 per
month, beginning for August 2021 and continuing until a Termination
Event.
Meanwhile, the SBA will have perfected post-petition liens against
cash collateral to the same extent and with the same validity and
priority as their prepetition liens, without the need to file or
execute any document as may otherwise be required under applicable
non bankruptcy law.
The Debtor's authority to use the Cash Collateral will immediately
and automatically terminate upon the earliest occurrence of any of:
(a) the dismissal of the Chapter 11 Case or conversion of the
Chapter 11 Case to a Chapter 7; (b) the appointment of a Chapter 11
trustee in the Chapter 11 Case; and (c) the occurrence or existence
of a default under any of the terms and conditions of the Final
Order that remains uncured after 10 calendar days' written notice
to the Debtor. Upon the occurrence of a Termination Event, the
Debtor's authority to use Cash Collateral will cease immediately
and may be continued only by further order of the Court or by a
written stipulation signed by counsel for Respondents and the
Debtor and filed with the Court.
A copy of the order and the Debtor's budget is available for free
at from PacerMonitor.com.
The Debtor projects $79,700 in total receipts and $12,458.50 in
cash flow from operations for August 2021.
About Omkar Hotels
Omkar Hotels, Inc. operates a Sleep Inn & Suites located at 6535
Ramona Blvd., in Jacksonville, Florida. The Debtor filed a
petition under Subchapter V of Chapter 11 of the Bankruptcy Coden
(Bankr. M.D. Fla. Case No. 21-01418) on June 7, 2021.
On the Petition Date, the Debtor estimated between $1 million and
$10 million in both assets and liabilities. The petition was
signed by Ayesh T. Patel, president.
Judge Roberta A. Colton oversees the case.
Stone Baxter, LLP represents the Debtor as counsel.
Jerrett M. McConnell has been appointed as Subchapter V Trustee.
ORGANIC POWER: Disclosure Statement Hearing Slated for October 13
-----------------------------------------------------------------
Judge Edward A. Godoy of the U.S. Bankruptcy Court for the District
of Puerto Rico has scheduled for October 13, 2021 at 1:30 PM, via
Microsoft Teams, the hearing to consider the approval of the
Disclosure Statement of Organic Power, LLC.
Objections to the Disclosure Statement must be filed and served not
less than 14 days prior to the hearing.
A copy of the order is available for free at https://bit.ly/3sqPLYe
from PacerMonitor.com.
About Organic Power
Organic Power, LLC, -- https://www.prrenewables.com/ -- is a Vega
Baja, P.R.-based company that offers food processing companies,
restaurants, pharmaceuticals, and retail outlets an alternative to
landfill disposal -- a low cost and environmentally friendly
recycling option.
Organic Power sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.P.R. Case No. 21-00834) on March 17, 2021. Miguel E.
Perez, the president, signed the petition. In its petition, the
Debtor disclosed assets of between $10 million and $50 million and
liabilities of the same range.
Judge Edward A. Godoy oversees the case.
The Debtor tapped Fuentes Law Offices, LLC as bankruptcy counsel,
and Godreau & Gonzalez Law, LLC, and Vidal, Nieves & Bauza, LLC as
special counsel. CPA Luis R. Carrasquillo & Co., P.S.C. is the
financial advisor.
ORION BAY ESTATES: Taps Resnik Hayes Moradi as Legal Counsel
------------------------------------------------------------
Orion Bay Estates III, LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ Resnik Hayes
Moradi, LLP to serve as legal counsel in its Chapter 11 case.
The firm's services include:
a. advising the Debtor regarding compliance with the
requirements of the Office of the U.S. Trustee;
b. providing advice regarding matters of bankruptcy law,
including the rights and remedies of the Debtor with respect to its
assets and claims of creditors;
c. providing advice regarding cash collateral matters;
d. conducting examinations and preparing reports, accounts and
pleadings;
e. advising the Debtor concerning the requirements of the
Bankruptcy Code and applicable rules;
f. assisting in the negotiation, formulation, confirmation and
implementation of a Chapter 11 plan of reorganization; and
g. making appearances in the bankruptcy court.
The firm's hourly rates are as follows:
Partners $530 to $550 per hour
Associates $250 to $350 per hour
Paralegals $135 per hour
Resnik will be paid a retainer in the amount of $12,000 and
reimbursed for out-of-pocket expenses incurred.
Roksana Moradi-Brovia, Esq., a partner at Resnik, 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:
Roksana D. Moradi-Brovia, Esq.
Matthew D. Resnik, Esq.
Resnik Hayes Moradi LLP
17609 Ventura Blvd., Suite 314
Encino, CA 91316
Telephone: (818) 285-0100
Facsimile: (818) 855-7013
Email: roksana@RHMFirm.com
matt@RHMFirm.com
About Orion Bay Estates III
Orion Bay Estates III, LLC filed a Chapter 11 bankruptcy petition
(Bankr. C.D. Calif. Case No. 21-16033) on July 28, 2021, listing as
much as $1 million in both assets and liabilities. Judge Deborah
J. Saltzman oversees the case. The Debtor is represented by Resnik
Hayes Moradi, LLP.
PACIFIC LINKS: U.S. Trustee Objects to Approval of Disclosures
--------------------------------------------------------------
Acting United States Trustee for Region 15, Tiffany L. Carroll,
filed an objection to the request of Pacific Links US Holdings,
Inc. and its affiliated debtors for approval of the Disclosure
Statement explaining their Joint Chapter 11 Plan.
The Disclosure Statement provides that the Debtor has sole
discretion to employ a disbursing agent "on terms as may be
determined by the Debtor," noted Neil Verbrugge, trial attorney for
the Acting U.S. Trustee. However, since Section 1129(a)(4) of the
Bankruptcy Code requires that any payment made by the Debtor for
services or costs and expenses made in connection with the plan be
subject to Court approval, the Disclosure Statement and the Plan
should contain protective language requiring prior Court approval
to hire and compensate a disbursing agent. Such language would
prevent the Debtor from unilaterally employing an insider to act as
a disbursing agent on unfavorable compensation terms to the estate,
he said. The language in the Disclosure Statement should be
revised to make clear that the Debtor's employment of any
disbursing agent, and terms of compensation, should be subject to
prior Court approval, Mr. Verbrugge asserted.
Mr. Verbrugge also noted that the Debtors, instead of filing a
motion for substantive consolidation, seek to solicit voting
approval of a joint plan that includes "limited" substantive
consolidation. If substantive consolidation is warranted, then it
appears the "best interest" analysis should also be done on a
consolidated basis. However, if substantive consolidation is not
warranted by the record, then a more fulsome liquidation analysis
should set forth how each debtor's creditors would be treated in
theoretical stand-alone liquidations of each separate estate so
creditors would be able to determine whether they will receive an
improved or diminished recovery by casting a ballot in favor of a
joint plan providing for substantive consolidation, he said.
The counsel further complained that the Disclosure Statement
contains no estimate of the amount of post-petition administrative
expenses outstanding and anticipated to be incurred up to the
effective date. The Debtor should state whether any post-petition
taxes (income, excise, real property, or other tax) are due, and,
if delinquent, address whether Debtor needs to prepare and file any
delinquent post-petition tax returns, he said.
A copy of the objection is available for free at
https://bit.ly/2W3SlYA from PacerMonitor.com.
The Court will consider the objection at a hearing on August 23,
2021 at 2 p.m.
Counsel for Acting U.S. Trustee, Region 15:
Neil Verbrugge
Trial Attorney
Tiffany L. Carroll
Acting United States Trustee
Curtis Ching
Assistant United States Trustee
Office of the United States Trustee
1132 Bishop Street, Suite 602
Honolulu, HI 96813
Telephone: (808) 522-8155
Email: ustpregion15.hi.ecf@usdoj.gov
About Pacific Links US Holdings
Pacific Links US Holdings, Inc., is a golf club that offers global
reciprocal programs to members and participating clubs. It sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.
Hawaii Case No. 21-00094) on Feb. 1, 2021. Wei Zhou, director,
signed the petition. Affiliates that also sought Chapter 11
protection are Hawaii MVCC LLC, Hawaii MGCW LLC, MDRE LLC, MDRE 2
LLC, MDRE 3 LLC, MDRE 4 LLC, and MDRE 5 LLC. On Feb. 2, the Court
authorized the jointly administration of the cases.
At the time of filing, Pacific Links estimated assets of between
$50,000 and $100,000 and liabilities of between $50 million and
$100 million.
Choi & Ito is the Debtors' legal counsel.
PARK PLACE: Blue Ribbon Buying Hotel Constance for $54.5 Million
----------------------------------------------------------------
Park Place Commercial SPE, LLC, asks the U.S. Bankruptcy Court for
the Central District of California to authorize the sale of The
Hotel Constance, a 161 Key full-service hotel and commercial
property located on Colorado Blvd. at Lake Ave. APN 5735-006-032
and 5735-006-031, 908 to 928 E. Colorado Blvd., in Pasadena,
California, including all appurtenant furniture, fixtures, and
equipment, to Blue Ribbon Hospitality, LLC for $54.5 million.
A hearing on the Motion is set for Sept. 3, 2021, at 11:00 a.m.
Any response or opposition must be filed at least 14 days prior to
the scheduled hearing date on the Motion.
The Assets of the estate, including but not limited to real
property consisting of The Hotel Constance, a 161 Key full-service
hotel and commercial property located on Colorado Blvd. at Lake
Ave., APN 5735-006-032 and 5735-006-031, 908 to 928 E. Colorado
Blvd., in Pasadena, California, and all appurtenant furniture,
fixtures and equipment related to the Hotel Property and
operations.
The Debtor and its sole equity member Park Place Commercial, LP
purchased and developed the Hotel Constance over a 10+ year period
of time, in several phases of construction that included the
addition of substantial rooms, and room renovations, a parking
structure, a pool, and restaurants, a lounge and conference rooms
to name a few. The Hotel was open for business and profitable in
late 2019 and early 2020 when the COVD-19 pandemic struck, causing
the Hotel to be shut down overnight to comply with California
gubernatorial executive orders in response to the pandemic.
In early 2020, the Debtor's 2018 senior secured construction loan
(serviced by Key Bank of about $42 million became due by
contractual maturity. Though a dispute arose as to whether
inappropriately declined the Debtor a contractual right to extend
the loan, the Debtor aggressively sought alternate funding sources
to refinance the Key Bank debt. It could not find replacement
financing that was available to it only weeks before the pandemic
struck.
By early 2021, Key Bank was on the verge of foreclosure and the
Chapter 11 was filed. The Constance Hotel has not re-opened. The
Debtor's only realistic reorganization Plan has been to sell or
refinance the Hotel Property. While the Debtor continued initially
to explore refinance options at the start of the bankruptcy, it
became apparent that hospitality capital markets remain sluggish,
and that a sale was and is the only realistic way for the Debtor to
pay its creditors.
The Motion seeks permission to sell certain real property and
personal property. The sale will be on the terms and conditions
set forth in the Standard Offer, Agreement and Escrow Instructions
For Purchase of Real Estate executed by the Debtor and the Buyer.
The sale will close within two days after the entry of any order
approving the sale is final and not appealable. The Debtor
estimates that closing will occur by Sept. 19, 2021, but no later
than Sept. 28, 2021.
A copy of the Contract is available at https://tinyurl.com/yvz9ahyy
from PacerMonitor.com free of charge.
About Park Place Commercial SPE
Arcadia, Calif.-based Park Place Commercial, SPE, LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Calif. Case No. 21-11463) on Feb. 24, 2021. At the time of the
filing, the Debtor had total assets of between $50 million and
$100
million and total liabilities of between $10 million and $50
million. Judge Julia W. Brand oversees the case. Curd Galindo &
Smith, LLP is the Debtor's legal counsel.
PILGRIM'S PRIDE: Moody's Rates New $750MM Sr. Unsecured Notes 'B1'
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Moody's Investors Service assigned a B1 rating to Pilgrim's Pride
Corporation's proposed $750 million senior unsecured notes due
2032. Moody's additionally assigned Ba1 ratings to Pilgrim's
amended and restated $800 million senior secured revolving credit
facility, $431.25 million senior secured term loan, and $268.75
million delayed draw term loan. The company's Ba3 Corporate Family
Rating, Ba3-PD Probability of Default Rating, and existing B1 rated
senior unsecured notes were affirmed. The company's existing senior
secured revolving credit facility due 2023 and term loan due 2023
were upgraded to Ba1 from Ba2. The company's Speculative Grade
Liquidity rating remains SGL-1 and outlook remains stable.
The new amended and restated facilities will be used to refinance
the existing credit facilities. Proceeds from the proposed $750
million of senior unsecured notes, along with the delayed draw term
loan, which will be available for six months, provide funds to
support the previously announced acquisition of Kerry Consumer
Foods' Meats and Meals business. Obtaining financing for the
transaction was expected but preserves the company's cash and
revolver capacity and supports the company's liquidity, which is a
key factor in the Ba3 CFR. The refinancing transaction is a credit
positive as it improves the company's maturity profile, with the
new facilities to mature in 2026. Moody's expects to withdraw the
ratings on the existing revolver and term loan due 2023.
The upgrade of the company's senior secured credit facilities to
Ba1 from Ba2 reflects the mix shift in the company's capital
structure, with an increase in unsecured debt relative to secured
debt, increasing loss absorption and providing support and notching
uplift to the secured debt.
Moody's took the following actions:
Upgrades:
Issuer: Pilgrim's Pride Corporation
Senior Secured Bank Credit Facility, Upgraded to Ba1 (LGD2) from
Ba2 (LGD2)
Assignments:
Issuer: Pilgrim's Pride Corporation
Senior Secured Revolving Credit Facility, Assigned Ba1 (LGD2)
Senior Secured Term Loan, Assigned Ba1 (LGD2)
Senior Secured Delayed Draw Term Loan, Assigned Ba1 (LGD2)
Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD4)
Affirmations:
Issuer: Pilgrim's Pride Corporation
Corporate Family Rating, Affirmed Ba3
Probability of Default Rating, Affirmed Ba3-PD
Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD4 from
LGD5)
Outlook Actions:
Issuer: Pilgrim's Pride Corporation
Outlook, Remains Stable
RATINGS RATIONALE
Pilgrim's Pride's Ba3 CFR is supported by its position among the
world's largest chicken processors, moderate financial leverage,
very good liquidity and, excluding exogenous disruptions,
relatively stable operating performance. This reflects an operating
strategy focused on maximizing profitability and earnings stability
through maintaining efficient operations, improving product mix and
leveraging customer relationships. These focused efforts allow the
company to at least partially offset sector headwinds caused by
external factors such as biological risks, trade restrictions and
government policies that are largely out of its control. These
strengths are balanced against the company's narrow focus in the
cyclical chicken processing industry, which is characterized by
volatile earnings and modest profit margins. The inherent earnings
and cashflow volatility in the sector requires very good liquidity
to manage through weak earnings periods. The company's appetite for
potentially large leveraged acquisitions is balanced against a
history of notable purchase price discipline. The Kerry Foods
acquisition is further increasing leverage at a time when Pilgrim's
earnings over the last 12 months were negatively affected by the
coronavirus pandemic including reductions in foodservice sales.
Moody's expects Pilgrim's operating performance in the US - its
largest market - to be stronger over the next year due to demand
recovery in foodservice as vaccines are rolled out and lower direct
coronavirus mitigating expenses. Revenue and EBITDA for the second
quarter ended June 2021 were up substantially from the prior year,
evidencing the expected progress. Moody's projects debt-to-EBITDA
leverage will be near 3x or below in 2022 due to the earnings
recovery.
At the top of the cycle, Moody's expects financial leverage to be
very modest relative to comparably rated companies. Conversely, at
the bottom of the cycle, the company can often have financial
leverage that is well outside Moody's central expectations for the
rating for a limited period of time. The financial policy of
maintaining abundant access to cash and external sources of
liquidity helps the company manage through the earnings
volatility.
Moody's evaluates Pilgrim's credit profile on a standalone basis
because the debt is not guaranteed by its ultimate parent JBS S.A.
(Ba1 stable ). Thus, the ratings are not directly affected by the
credit profile of JBS S.A.. However, developments at JBS
S.A.-related entities could indirectly affect Pilgrim's ratings.
JBS S.A. has recently offered to purchase the remaining outstanding
shares of Pilgrims that it does not currently own. There is
currently no impact on the ratings or outlook of Pilgrim's as a
result of the offer. While the potential transaction is likely
months from approval, at this time Moody's expects Pilgrims current
debt and guarantee structure to remain in place, without a
guarantee from JBS. Moody's will evaluate any changes in the event
there is an evolution to the debt or guarantee structure at
Pilgrim's over time.
ESG CONSIDERATIONS
The animal protein sector is heavily exposed to social risks
related to responsible production, health and safety standards and
evolving consumer life-style changes. The animal protein sector is
also moderately exposed to environmental risks such as soil/water
and land use, and energy & emissions impacts, among others. These
factors will continue to play an important role in evaluating the
overall creditworthiness of Pilgrim's Pride, particularly as the
industry continues to evolve globally.
The coronavirus outbreak and the government measures put in place
to contain it continue to disrupt economies and credit markets
across sectors and regions. Although an economic recovery is
underway, it is tenuous, and its continuation will be closely tied
to containment of the virus. As a result, a degree of uncertainty
around Moody's forecasts remains high. Moody's regard the
coronavirus outbreak as a social risk under its ESG framework,
given the substantial implications for public health and safety.
Pilgrim's Pride's financial policy is balanced. While the company
regularly entertains leveraged acquisitions, it is a disciplined
buyer. Outside of acquisition events, the company typically
operates with debt/EBITDA in the 2.0x to 2.5x range. In addition,
the company maintains very good liquidity, a key rating
consideration. Some other governance considerations are negative
including a settlement with The Justice Department over price
fixing charges that led to the indictment of the former CEO and a
$110 million fine.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects a fairly wide range of potential
earnings performance that is typical in the cyclical U.S. chicken
processing industry balanced against Pilgrim's very good liquidity.
Moody's nevertheless expects in the stable outlook that an earnings
recovery will reduce the company's leverage over the next 18
months, and that the company will maintain its very good
liquidity.
Pilgrim's ratings are constrained by the company's concentration in
chicken. However, the company's ratings could be upgraded if the
company enhances earnings stability through improvements in
business and product mix. Quantitatively, Pilgrim's ratings could
be upgraded if the company maintains at least a 6% operating profit
margin, positive free cash flow, sustains debt to EBITDA below
2.0x, and liquidity sources (cash plus unused revolver commitment
availability) of at least $1 billion.
Conversely, Pilgrim's ratings could be downgraded in the event of a
major leveraged acquisition or share buyback, deteriorating
industry fundamentals that lead to prolonged negative free cash
flow, or deteriorating liquidity such as cash plus unused revolver
commitment below $750 million. The ratings could also be downgraded
if legal, governance or other challenges at related entities,
including JBS S.A., negatively affect the risk profile of
Pilgrim's.
Headquartered in Greeley, Colorado, Pilgrim's Pride Corporation
(NASDAQ: PPC) is the second largest chicken processor in the world,
with operations in the United States, U.K., European Union, Mexico
and Puerto Rico. The company produces, processes, markets and
distributes fresh, frozen and value-added chicken products to
foodservice customers, distributors and retail operators worldwide.
Pilgrim's also is a leading integrated prepared pork supplier in
Europe. For the last twelve-month period ended June 27, 2021,
Pilgrim's revenues totaled $13.1 billion. Pilgrim's Pride is
controlled by Sao Paulo, Brazil based JBS S.A. (Ba1 stable), the
largest processor of animal protein in the world. As of June 27,
2021, JBS S.A. owns in excess of 80% of the outstanding common
stock of Pilgrim's.
The principal methodology used in these ratings was Protein and
Agriculture published in May 2019.
POTOMAC CONSTRUCTION: Dorado Buying Washington Property for $2.7M
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Potomac Construction 1522 Rhode Island, LLC, asks the U.S.
Bankruptcy Court for the District of Columbia to authorize the sale
of the real property located at 1522 Rhode Island Avenue, NE, in
Washington, D.C. 20018, to Dorado Capital for $2.7 million.
The Debtor owns in fee simple the Property. It is the Debtor's
sole asset.
The Property is subject to three secured claims pursuant to deeds
of trust, as well as potentially having outstanding property tax
debt. The first trust is held by VVS RI Development LLC. The
second trust is held by BFS Trust, LLC. The third trust is held by
ACF Holding DE, LLC, which is managed by Artery Capital Group, LLC.
In the Motion, the Debtor seeks authority to sell the Property to
the Purchaser or the Purchaser's assigns. The Purchaser and the
Debtor have entered into a contract, providing for the purchase of
the Property for $2.7 million. The Purchaser has provided a
$75,000 deposit currently held in escrow by the settlement agent.
The Contract is contingent upon financing and approval by this
Court. The Purchaser will pay the balance due on the Contract at
closing. All broker commissions will be paid by the Purchaser.
The Debtor submits that although no formal appraisal has been
undertaken, the price offered by the Purchaser is fair and
reasonable. The property has been marketed for several months and
the broker solicited offers from multiple parties. Based on the
Debtor's diligence, the Debtor believes that the sale price is
reasonable. The Debtor has scheduled the value of the Property at
$2.75 million
Upon information and belief, the following parties have liens on
the Property:
a. VVS, by virtue of the deed of trust with the District of
Columbia Recorder of Deeds as Instrument No. 2018116011
($2,037,624.71 through April 30, 2021, plus per diem interest) - To
be paid in full
b. District of Columbia Department of Assessment and Taxation
(Property Tax) (Estimated to be between $42,000 and $105,537.10,
plus penalties for late payment, if applicable) - To be paid in
full
c. Funds set aside to pay administrative claims, costs, and
professional fees ($150,000) - To be held in Bryan Ross, the
designated Plan Trustee's IOLTA account to pay administrative
claims, unsecured claims and the remaining balance, if any, going
to the Chapter 7 Estate of Michael Shkor
d. BFW, by virtue of the deed of trust with the District of
Columbia Recorder of Deeds as Instrument No. 2018116015 and UCC
Statement as Instrument No. 2018116016 (Estimated to be $700,000) -
To receive all residual amounts after payment of VVS, District of
Columbia Department of Assessment and Taxation, the payment to ACF
Holdings DE LLC described below, the "carve out" listed, and funds
set aside to pay administrative claims, costs, and professional
fees
e. ACF, by virtue of and assignment of a deed of trust with
the District of Columbia Recorder of Deeds as Instrument No.
2019040776 (Estimated to be $585,000) - To be paid $10,000 per
agreement of the parties. The property likely would not generate
any funds to pay this claim if it were liquidated in a Chapter 7
proceeding and therefore it is equitable for it to receive this
amount as it is fair consideration to release its lien.
There are no other known liens encumbering the Property.
BFW, the holder of the second priority deed of trust will not be
paid in full, even if it receives the full sales proceeds after
payment of Real Estate Taxes and VVS' first priority lien. BFW has
agreed to "carve out" $160,000 from its share of the proceeds that
re due to BFW in order to facilitate a prompt sale. The $160,000
"carve out" will be used as follows: (i) $10,000 to ACF on account
of its Third Priority lien and (ii) $150,000 to the Plan Trustee's
IOLTA account which will be distributed pursuant to further order
of this Court and/or through the Debtor's anticipated plan of
reorganization to pay administrative claims, unpaid priority
claims, unsecured claims of the Debtor and the remaining balance,
if any, going to the Chapter 7 Estate of Michael Shkor for
distribution in the case. After the payments to BWF and ACF
Holdings, DE, LLC, neither entity will have a claim on account of
their secured status or on account of a deficiency claim or any
other claim to the balance of the $150,000 paid to the Plan
Trustee.
The Debtor will sell the Property free and clear of any and all
liens and interests, with all valid liens and interests attaching
to the proceeds.
The estate will be responsible for legal fees and expenses other
than ordinary costs associated with a real estate closing.
However, the Broker will be paid solely by the purchaser and will
not use any property of the estate as part of the Broker's
compensation.
The Debtor seeks to conduct the sale in a manner by which all
transfer, recordation, or other taxes related to the sale of the
Property, with the exception of the property taxes described, are
waived pursuant to 11 U.S.C. Section 1146(a).
It also requests that, in the event that the sale to the Purchaser
does not close, it be authorized to sell to a substitute purchaser
without further notice so long as the contract has substantially
the same or better terms for the estate.
The Debtor does not anticipate objections to the sale. Because
there are no anticipated objections, and because the Property has
carrying costs, the Debtor requests a waiver of any stay imposed by
Fed. R. Bankr. Proc. 6004(h).
A copy of the Contract is available at https://tinyurl.com/ahnthkbe
from PacerMonitor.com free of charge.
About Potomac Construction 1522 Rhode Island
Washington, DC-based Potomac Construction 1522 Rhode Island, LLC
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D.C. Case No. 21-00153) on May 30, 2021.
Eric Hirshfield, managing member, signed the petition. In the
petition, the Debtor disclosed $1 million to $10 million in both
assets and liabilities. Judge Elizabeth L. Gunn oversees the case.
The Diamond Law Group, LLC, led by Seth W. Diamond, Esq., serves
as
the Debtor's counsel.
PURDUE PHARMA: Mortimer Sackler Sorry for Pain OxyContin Caused
---------------------------------------------------------------
Jeremy Hill and Jef Feeley of Bloomberg Law report that a $10
billion deal that would include sweeping legal releases to members
of the Sackler family that own Purdue Pharma LP hovered over the
company's bankruptcy trial on Thursday as a former board member
apologized for the drugmaker's role in the U.S. opioid crisis
Mortimer Sackler, son of the late Purdue co-owner of the same name,
fielded lawyers' questions by video conference in a remote trial
that will determine whether the proposed settlement is approved.
As part of the pact, the family is putting up about $4.3 billion to
resolve thousands of opioid claims by cities, states and counties
that accuse Purdue of duping doctors and patients about the
addictive properties of its OxyContin painkiller.
"We're sorry that a medicine we put out to relieve pain caused pain
to families" of opioid victims, Sackler told U.S. Bankruptcy Judge
Robert Drain in New York on Thursday, likely the final day of
witness testimony in the trial. Under questioning by lawyers for
Purdue creditors that oppose the settlement, including attorneys
general from a number of states, Sackler apologized for the many
addictions and overdoses that opioids such as OxyContin have
caused.
"It's a truly horrible problem the country is facing," he said.
Still, he testified to "always trying to do the right thing" in
overseeing sales of the painkiller.
Sharp Contrast
At the end of the hearing the judge said he was presented with
“very difficult” choices.
"This is, I believe, the most complex case certainly I have ever
presided over," Judge Drain said.
Sackler's testimony contrasted sharply in tone with that of former
Purdue president Richard Sackler, his cousin, who on Wednesday
staunchly defended his family’s handling of OxyContin and said he
believed neither the company nor the family is responsible for the
opioid crisis.
Mortimer Sackler, a director of Purdue for about three decades,
said Thursday the drugmaker's board long had to strike a balance
between ensuring patients in severe pain could access the
"incredible medicines" it offered while working to minimize abuse
of opioid products. Pushing an abuse-deterrent formulation of
OxyContin and thereby taking market share from more easily abused
opioids would be a "societal good," he said.
The trial has now seen rare public appearances from four members of
the Sackler family. In addition to Mortimer and Richard, David
Sackler testified on Tuesday. Kathe Sackler, Mortimer’s sister,
who also served on Purdue's board for about 30 years, took the
stand Thursday afternoon.
Clear Answers
"It was important to us that the market share of abuse-deterrent
opioids grew,” Mortimer Sackler said. In 2010, Connecticut-based
Purdue launched a version of OxyContin that is harder to crush.
"We were always trying to do the right thing, the right balance,"
he said.
It was "shocking and hugely disappointing" to learn that the
company had pleaded guilty to felony charges in 2020, he told the
court, adding that Purdue's management frequently told the board it
was complying with laws and regulations. He left the board before
Purdue’s 2019 bankruptcy filing.
Unlike Richard, the former Purdue director said he agreed with the
government’s claims in the company’s most recent guilty plea
over OxyContin sales and marketing. Purdue pleaded guilty to three
felonies, including conspiring to violate federal kickback statutes
by paying sham speaker fees to doctors who ramped up OxyContin
prescriptions.
Sackler gave sometimes lengthy but clear answers to questions from
Maryland Assistant Attorney General Brian Edmunds, whose state
opposes the bankruptcy plan. On Thursday he was asked a question
similar to one Richard got Wednesday about how many people in the
U.S. had died from OxyContin misuse.
"I believe the number I've read in the headlines is 500,000, if
you’re including heroin, fentanyl and all other opioids," he
said. The U.S. Centers for Disease Control and Prevention has
published such a figure.
Eight Family Groups
Sackler said Thursday that about eight different groups of family
members, some not involved with Purdue, are coming together to
contribute to the $4.3 billion fund.
"My share of the settlement agreement, which is one-eighth, is
substantially larger than my personal net worth," he testified.
Some of the money for his contributions will come from investment
trusts set up for himself or his children, he told the judge.
Sackler, however, joined fellow family members in saying he
wouldn't have signed on to the settlement plan without the
extensive legal releases granted to a wide range of people and
entities. Those releases have drawn the ire of dissenting states,
which say they extinguish too many claims for too little money.
Sackler told Drain the family could have chosen to fight thousands
of opioid suits "for decades" and spent the money on lawyers rather
than have it go to opioid victims. He said he felt a responsibility
to address some of the harm OxyContin has caused.
"I believe that if you are in a position to help, you have a
responsibility to help," he said.
No 'Legal Responsibility’
In her testimony on Thursday, Kathe Sackler struck an apologetic
note at times, while maintaining that neither she nor Purdue is
solely responsible for the opioid crisis. She said opioids are the
best means of treating severe pain and that they are still approved
by the U.S. Food and Drug Administration. L ike her brother she
said the family wants to "bring closure to the situation" and put
dollars to work fighting the crisis rather than lawsuits.
"I don't believe that I have legal responsibility, but I deeply
feel distressed and recognize a moral responsibility that I do have
and that we all have," she said. "You can't boil it down to one
simple solution and point your finger at one company that caused
the opioid crisis."
She added that she was "deeply, deeply sorry for any individual
person who has suffered from addiction and I am tragically sorry
for any loss of life," and said, "It is absolutely disturbing that
the company, Purdue, that was intended to develop this product to
relieve suffering has become part of this crisis."
Late in her testimony, a lawyer for an arm of the U.S. Justice
Department pressed her on the scope of legal releases members of
her family would receive under Purdue's proposed settlement plan.
She conceded that the releases are broad -- she said she didn't
know how many people they would apply to, other than "a lot" -- but
said her lawyers have advised her that the breadth is necessary to
achieve the family's goals.
As the hearing wrapped up the judge encouraged lawyers for Purdue
and the family to work on issues over the releases highlighted by
the Justice Department. And he urged everyone to read some of the
many letters submitted to his chambers during the case, saying some
"speak eloquently and bravely" about the impact of Purdue's
products.
About Purdue Pharma LP
Purdue Pharma L.P. and its subsidiaries --
http://www.purduepharma.com/-- develop and provide prescription
medicines and consumer products that meet the evolving needs of
healthcare professionals, patients, consumers and caregivers.
Purdue's subsidiaries include Adlon Therapeutics L.P., focused on
treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and
related disorders; Avrio Health L.P., a consumer health products
company that champions an improved quality of life for people in
the United States through the reimagining of innovative product
solutions; Imbrium Therapeutics L.P., established to further
advance the emerging portfolio and develop the pipeline in the
areas of CNS, non-opioid pain medicines, and select oncology
through internal research, strategic collaborations and
partnerships; and Greenfield Bioventures L.P., an investment
vehicle focused on value-inflection in early stages of clinical
development.
Opioid makers in the U.S. are facing pressure from a crackdown on
the addictive drug in the wake of the opioid crisis and as state
attorneys general file lawsuits against manufacturers. More than
2,000 states, counties, municipalities and Native American
governments have sued Purdue Pharma and other pharmaceutical
companies for their role in the opioid crisis in the U.S., which
has contributed to the more than 700,000 drug overdose deaths in
the U.S. since 1999.
OxyContin, Purdue Pharma's most prominent pain medication, has been
the target of over 2,600 civil actions pending in various state and
federal courts and other fora across the United States and its
territories.
On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-23649), after reaching terms of a preliminary agreement for
settling the massive opioid litigation facing the Company.
The Company's consolidated balance sheet at Aug. 31, 2019, showed
$1.972 billion in assets and $562 million in liabilities.
U.S. Bankruptcy Judge Robert Drain, in White Plains, New York, has
been assigned to oversee Purdue's Chapter 11 case.
Davis Polk & Wardwell LLP and Dechert LLP are serving as legal
counsel to Purdue. PJT Partners is serving as investment banker,
and AlixPartners is serving as financial advisor. Prime Clerk LLC
is the claims agent.
PURDUE PHARMA: Sacklers Want Immunity For Hundreds of Entities
--------------------------------------------------------------
Brian Mann of WJCT reports that the Sacklers want immunity from the
opioid crisis for a long list of their associates.
Buried at the bottom of reams of legal documents filed as part of
the Purdue Pharma bankruptcy case is a single-spaced list that goes
on for more than a dozen pages.
It details hundreds of individuals, companies, trusts and other
organizations, including financial advisers, public relations
firms, law firms, lobbyists, drug makers and laboratories.
If members of the Sackler family who own Purdue Pharma get their
way, everyone on the list will win sweeping immunity from civil
lawsuits linked to the family's activities, the sale of OxyContin,
or Purdue Pharma's other operations.
This demand by the Sacklers for a legal firewall surrounding
themselves and their sprawling network has emerged as a flashpoint
in the federal bankruptcy trial now underway in White Plains, N.Y.
"We need a release [from liability] that is sufficient to get our
goals accomplished," testified David Sackler, one of Purdue
Pharma's owners and a board member until 2018.
According to Sackler, who has denied wrongdoing linked to the
opioid crisis, his family will contribute roughly $4.3 billion to
Purdue Pharma's bankruptcy settlement.
But Sackler indicated they will only make the payments if they and
their associates receive "global peace" from liability for a public
health crisis that has killed more than 500,000 people in the U.S.
alone.
"If the release fails to do that, we will not support it," he
said.
If this deal is finalized it will likely never be known what role
the various Sackler associates played or why they might desire
legal immunity.
The list is so expansive it includes catch-all groups of "entities"
and "individuals," not identified by name.
The Purdue Pharma bankruptcy could leave a clean slate for the
Sackler empire
Purdue Pharma's aggressive and at times illegal marketing of
OxyContin, a prescription pain medicine introduced in the late
1990s, is widely seen as a major spur of the opioid epidemic.
Facing a tsunami of lawsuits linked to the medication, the
Sacklers' privately owned company filed for Chapter 11 protection
in 2019.
Members of the Sackler family have said repeatedly they did nothing
unlawful or unethical and were unaware of any wrongdoing by Purdue
Pharma executives. The Sacklers have never been charged with any
crimes.
Much has been written about the fact that if this deal is
finalized, members of the family will walk away from the opioid
epidemic with a clean legal slate, and will retain much of their
personal wealth. None of the Sacklers have filed for bankruptcy.
Far less is known about the other individuals and entities that
would also be sheltered from opioid lawsuits under the deal.
Purdue Pharma executive Jon Lowne testified last week he was unable
to identify those included on the list. "I'm not familiar with all
the names of the entities or of the unnamed parties," he said.
Lowne acknowledged it would be difficult for those who say they
were harmed by Purdue Pharma's illegal OxyContin marketing schemes
to identify those on the list.
"If I'm not able to, they would not be able to," Lowne said.
Some of the companies and organizations that would be sheltered
from opioid lawsuits by this deal are identifiable.
They include wealth management firms such as Beacon Trust; law
firms such as Paul Weiss; drug companies such as Bard
Pharmaceuticals; public relations firms such Goldin Solutions; and
lobbying firms such as Luther Strange & Associates, led by the
former Republican senator from Alabama.
Critics of the liability releases point out none of the listed
individuals and entities have themselves filed for bankruptcy
protection. According to court filings, only the Sacklers are
expected to pay money in exchange for immunity.
One federal judge questions the scope of the Sacklers' demand
Supporters of the bankruptcy plan point to the fact that it would
preempt years of costly and uncertain litigation. The deal also
creates a network of trusts that would fund drug treatment and
health care programs.
In testimony this week, David Sackler said he believed the
agreement would help ease the opioid crisis.
"We have a moral responsibility to help and that's what this
settlement will do," he said.
But Judge Robert Drain — who has appeared broadly supportive of
the Purdue Pharma settlement — asked pointed questions about the
ramifications of blocking potential lawsuits against so many
individuals and organizations.
During one exchange, Drain asked whether the bankruptcy deal would
have sheltered the consulting giant McKinsey from liability
relating to its past involvement with Purdue Pharma and the
Sacklers.
McKinsey has publicly apologized for working to help "turbocharge"
the sale of OxyContin and earlier this year the firm paid $573
million to settle opioid claims.
Garrett Lynam, an attorney for the Sackler family, testified that
McKinsey isn't included on the Sackler family list of released
parties. But he said companies performing similar work would likely
be sheltered from liability.
"I consider the definitions to be very broad," Lynam said. "I do
think an adviser like McKinsey may be picked up."
The settlement would also make it impossible to sue the Sackler
family's privately owned foreign drug companies, which are expected
to continue making and marketing opioid products for a period of
years after this bankruptcy is finalized.
During another exchange, Drain noted the liability releases appear
so broad they might cover alleged wrongdoing which has not yet
occurred.
"If an affiliated company sells an opioid in the future, is this
intended to cover that company when there's a claim against it?"
Drain asked.
The Sacklers deny any wrongdoing, and say they want "global peace"
Purdue Pharma has pleaded guilty twice to federal criminal charges
related to its opioid practices, in 2007 and again last year.
The Justice Department also alleged in 2020 that the Sacklers
committed "fraudulent transfers" of their wealth as part of a
scheme to "hinder future creditors."
The Sacklers settled those allegations last year with a $225
million payment to the DOJ and again denied any wrongdoing.
Asked why the scope of legal immunity demanded by the Sacklers is
so broad, an attorney for the family testified it was necessary for
the family to continue operating its remaining empire.
"I would be concerned that people wouldn't want to work with the
Sackler family," Lynam said. "I need to recommend a deal that has
global peace."
During the bankruptcy trial some of the most skeptical questions
about the liability releases have come from Justice Department
attorneys.
Two departments of the DOJ have filed legal briefs with the court
condemning this provision of the bankruptcy deal on constitutional
grounds.
If this plan is approved, they argue, people with potential claims
against the Sacklers or others would lose their right to due
process without proper legal review or compensation.
Despite those concerns, Judge Drain is widely expected to approve
the broad structure of Purdue Pharma's bankruptcy plan.
Drain has authority modify the settlement and could shorten the
list of Sackler associates released from liability or narrow their
legal protections.
But during testimony this week, David Sackler said his family would
walk away from the deal if their demands for broad legal immunity
aren't met.
"It would result in a litigation posture," Sackler said. "We would
litigate the claims to the final outcome."
About Purdue Pharma LP
Purdue Pharma L.P. and its subsidiaries --
http://www.purduepharma.com/-- develop and provide prescription
medicines and consumer products that meet the evolving needs of
healthcare professionals, patients, consumers and caregivers.
Purdue's subsidiaries include Adlon Therapeutics L.P., focused on
treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and
related disorders; Avrio Health L.P., a consumer health products
company that champions an improved quality of life for people in
the United States through the reimagining of innovative product
solutions; Imbrium Therapeutics L.P., established to further
advance the emerging portfolio and develop the pipeline in the
areas of CNS, non-opioid pain medicines, and select oncology
through internal research, strategic collaborations and
partnerships; and Greenfield Bioventures L.P., an investment
vehicle focused on value-inflection in early stages of clinical
development.
Opioid makers in the U.S. are facing pressure from a crackdown on
the addictive drug in the wake of the opioid crisis and as state
attorneys general file lawsuits against manufacturers. More than
2,000 states, counties, municipalities and Native American
governments have sued Purdue Pharma and other pharmaceutical
companies for their role in the opioid crisis in the U.S., which
has contributed to the more than 700,000 drug overdose deaths in
3the U.S. since 1999.
OxyContin, Purdue Pharma's most prominent pain medication, has been
the target of over 2,600 civil actions pending in various state and
federal courts and other fora across the United States and its
territories.
On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-23649), after reaching terms of a preliminary agreement for
settling the massive opioid litigation facing the Company.
The Company's consolidated balance sheet at Aug. 31, 2019, showed
$1.972 billion in assets and $562 million in liabilities.
U.S. Bankruptcy Judge Robert Drain, in White Plains, New York, has
been assigned to oversee Purdue's Chapter 11 case.
Davis Polk & Wardwell LLP and Dechert LLP are serving as legal
counsel to Purdue. PJT Partners is serving as investment banker,
and AlixPartners is serving as financial advisor. Prime Clerk LLC
is the claims agent.
RANDOLPH HOSPITAL: Enters Into Claims Settlement with PBGC
----------------------------------------------------------
Randolph Hospital, Inc. and its affiliate debtors filed with the
U.S. Bankruptcy Court for the Middle District of North Carolina a
Third Amended Joint Plan of Liquidation dated August 13, 2021.
The Plan shall be funded from Cash on hand, the proceeds of the
Sale Transaction, and the net proceeds from the sale, liquidation,
or other disposition of the Remaining Assets, including the
litigation of Retained Causes of Action.
As part of the global settlement among the Pension Benefit Guaranty
Corporation (PBGC) and the Debtors, in full and final satisfaction
of all PBGC Claims, the PBGC shall have an Allowed Class 5 General
Unsecured Claim for $15,000,000 and an Allowed Administrative Claim
for $75,000. PBGC shall not (i) be entitled to any other Allowed
Claims under the Plan or (ii) participate in any distribution under
the Plan other than on account of the Allowed PBGC Claims. All
Proofs of Claim filed by the PBGC other than the Allowed PBGC
Claims shall be deemed expunged from the Claims Register. In
consideration of this settlement, the PBGC supports the Plan and
shall vote in favor of Confirmation.
The amendment incorporated into the Third Amended Plan provided
that all employee benefit plans, policies, and programs implemented
by the Debtors and not previously terminated by the Debtors or
otherwise addressed by a separate Final Order as of the Effective
Date shall be terminated as of the Effective Date, except for the
Randolph Hospital Retirement Plan, which shall be terminated by
written agreement between PBGC and the pension plan administrator.
Classes of Claims and their Treatment in the Plan
* Class 1 Secured Tax Claims
The Debtors do not believe there are any such claims in Class 1.
* Class 2 Priority Non-Tax Claims
Each holder of Allowed Class 2 Claim shall receive, in full and
final satisfaction of such Allowed Secured Tax Claim, a Cash
payment in an amount equal to the Allowed Priority Non-Tax Claim on
the latest of: (i) the Effective Date; (ii) such date as may be
fixed by the Bankruptcy Court; (iii) the 10th Business Day after
such Claim is Allowed; and (iv) such date as the holder of said
Claim and the Liquidation Trustee may agree.
* Class 3 Term Loan Claim
The holder of the Term Loan Claim shall receive (a) a Cash payment
of $8,450,000 on the Effective Date, or as soon thereafter as
reasonably practicable, and (b) the net Cash proceeds of any
Accounts, which net Cash proceeds shall be paid on a rolling basis
as such Cash proceeds are received by the Debtors and/or
Liquidation Trust; and (c) $200,000 of Allowed General Unsecured
Claim which shall be treated under Class 5 in the Plan.
* Class 4 Other Secured Claims
Each holder of an Allowed Class 4 Claim shall receive on the
Effective Date (i) the proceeds from the Sale Transaction for the
value of the holder's interest in the collateral securing such
Claim or (ii) the Debtors will surrender the Collateral securing
the Allowed Other Secured Claim to the holder. Any remaining
Allowed Claim shall be treated in Class 5.
* Class 5 General Unsecured Claims
Each holder of an Allowed Class 5 Claim shall receive a Pro Rata
share of the Net Trust Assets on the later of (a) the date or dates
determined by the Liquidation Trustee; and (b) 30 days after the
date on which such Claim has become Allowed by a Final Order.
* Class 6 Medical Malpractice Claims
Holders of Class 6 Claims shall be granted relief from the
automatic stay and any stay or injunction to pursue payment of
their Medical Malpractice Claims from applicable Insurance Policies
up to the available proceeds of such Insurance Policies. Holders
of Medical Malpractice Claims shall not receive any Cash
distribution from the Liquidation Trust or otherwise under the Plan
on account of such Claims.
A copy of the Third Amended Plan is available for free at
https://bit.ly/37Ru0Yp from Epiq, claims agent.
A copy of the redline of the Plan is available for free at
https://bit.ly/2UzF7lK from Epiq, claims agent.
Counsel for the Debtors:
Jody A. Bedenbaugh, Esq.
Graham S. Mitchell, Esq.
Nelson Mullins Riley & Scarborough LLP
1320 Main St., 17th Floor
Post Office Box 11070 (29211)
Columbia, SC 29201
Telephone: (803) 799-2000
Facsimile: (803) 256-7500
Email: Jody.Bedenbaugh@nelsonmullins.com
graham.mitchell@nelsonmullins.com
- and -
Jason L. Hendren, Esq.
Rebecca F. Redwine, Esq.
Benjamin E.F.B. Waller, Esq.
Hendren, Redwine & Malone, PLLC
4600 Marriott Drive, Suite 150
Raleigh, NC 27612
Telephone: (919) 420-7867
Facsimile: (919) 420-0475
E-mail: jhendren@hendrenmalone.com
rredwine@hendrenmalone.com
bwaller@hendrenmalone.com
About Randolph Hospital
Randolph Hospital -- https://www.randolphhealth.org/ -- operates as
a hospital that provides inpatient and outpatient services in North
Carolina. The Company offers, among other services, cancer care,
imaging, maternity services, cardiac services, surgical services,
outpatient specialty clinics, rehabilitation services, and
emergency services.
Randolph Hospital, Inc. and its affiliates, MRI of Asheboro, LLC
and Randolph Specialty Group Practice, each filed a voluntary
petition for relief under chapter 11 of the Bankruptcy Code (Bankr.
M.D.N.C. Lead Case No. 20-10247) on March 6, 2020. In the petition
signed by CRO Louis E. Robichaux IV, Randolph Hospital was
estimated to have $100 million to $500 million in both assets and
liabilities.
Judge Lena Mansori James oversees the case.
The Debtor is represented by Nelson Mullins Riley & Scarborough LLP
as counsel, and Hendren, Redwine & Malone, PLLC as co-counsel.
Epiq Corporate Restructuring, LLC is the claims agent.
The Official Committee of Unsecured Creditors is represented by
Andrew H. Sherman, Esq., Boris I. Mankovetskiy, Esq., and Sills,
Cummis & Gross, P.C. The Bank of America, as the Lender, is
represented by Scott Vaughn, Esq.
RECYCLING REVOLUTION: Wins Cash Collateral Access
-------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
authorized Recycling Revolution, LLC to use, on an interim basis,
the cash generated by the operation of its business in the ordinary
course consistent with the budget, with a 10% variance.
The secured creditors, Gabrielle/MHT Limited Dividend Housing
Partnership and Benjamin Manor MHT Dividend Housing Associates,
LLC, are granted, to the extent that the Secured Creditors' cash
collateral is used by the Debtor, a first priority postpetition
security interest and lien in, to and against all of the Debtor's
assets, to the same extent that the Secured Creditors 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 Debtor is also directed to make monthly adequate protection
payments to Newtek Small Business Finance LLC of $2,924 for every
month during its Chapter 11 case, due on the 1st day of each and
every month, unless otherwise altered or discontinued by Court
order or by agreement of the parties. The Debtor will also file an
amended budget, reflecting the payments to Newtek, as well as
United States Trustee Quarterly Fees, within seven days from the
date of the Interim Order.
A continued hearing on the matter is scheduled for October 26, 2021
at 9:30 a.m.
A full-text copy of the Interim Order is available for free at
https://bit.ly/2XtyySD from PacerMonitor.com.
About Recycling Revolution
Recycling Revolution, LLC -- http://www.RecyclingRevolution.net/--
is a recycling company specializing in low end, contaminated and
hard-to-handle materials. It purchases all types of plastic, metal
and electronic waste.
Recycling Revolution and its affiliate RR3 Resources, LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Fla. Lead Case No. 19-25063) on Nov. 7, 2019. Recycling Revolution
disclosed $365,896 in assets and $9,318,956 in debt, while RR3
Resources disclosed under $1 million in both assets and
liabilities.
Judge Mindy A. Mora oversees the cases.
The Debtors tapped Marshall Grant, PLLC as their legal counsel and
Daszkal Bolton, LLP as their accountant.
RGN-GROUP: Regus Units Bankruptcy Plan Approved
-----------------------------------------------
Daniel Gill of Bloomberg Law reports that shared workspace provider
Regus Corp.'s bankrupt subsidiaries won court approval of their
bankruptcy plan, allowing the company to keep operating in most of
its approximately 1,000 North American locations.
The plan, approved Thursday, August 19, 2021, is a "monumental
achievement in the face of challenging and uncertain
circumstances," created by pandemic shutdowns, the debtors said in
an August 17, 2021 court filing.
Regus, which isn't itself in bankruptcy, is providing a $163.5
million exit loan. The Addison, Texas-based company also is
contributing $2.25 million to landlords and another $1.5 million to
pay other creditors.
About RGN-Group Holdings
Headquartered in Chertsey, UK, Regus Group Plc was founded by the
current CEO Mark Dixon in 1989 and is the world's largest provider
of serviced offices and videoconferencing facilities. Following
the acquisition of HQ Global Workplaces in 2004, it runs a network
of approximately 80,000 workstations in 55 countries around the
world.
RGN-Group Holdings, LLC and its affiliates are primarily engaged in
renting and leasing real estate properties in the U.S.
On Aug. 17, 2020, RGN-Group Holdings and and other U.S. affiliates
of Regus Group sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 20-11961). At the time of the
filing, RGN-Group Holdings disclosed total assets of $1,005,956,000
and total liabilities of $946,016,000.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors have tapped Faegre Drinker Biddle & Reath LLP as their
bankruptcy counsel, Alixpartners as financial advisor, Duff &
Phelps LLC as restructuring advisor, and Epiq Corporate
Restructuring LLC as claims and noticing agent.
RICE BOWL: Files for Chapter 7 Bankruptcy
-----------------------------------------
Jay Davis of Crains Detroit reports that the owner of Rice Bowl
Fresh Asian Kitchen has filed for bankruptcy. Paul Kado, who also
runs City Market Detroit, on Aug. 13, 2021 filed for Chapter 7
bankruptcy in U.S. Bankruptcy Court for the Eastern District of
Michigan, according to court filings.
In the filing, Kado said the reason is loss of revenue due to the
coronavirus pandemic and that he will have no available funds to
pay creditors after administrative expenses are settled. Rice Bowl
had assets of no more than $50,000, and between one and 49
creditors, the filing stated.
The filing cites the restaurant's 2020 revenue as $62,156 — a
sizable decline from its 2019 revenue of $152,068.
Kado listed the value of his personal property at $2,137, which he
believes is owed from a lease security deposit from his landlord,
New Center LLC. New Center One is listed as a nonpriority creditor
and is seeking $28,033.17 for debt incurred 2004-20. The filing
states Kado closed a Bank of America account on Nov. 30, 2020, with
a balance of $3,000.
Kado and his lawyer, John Rickel of Rickel Law Firm PC, could not
be reached for comment.
About Rice Bowl Fresh Asian Kitchen
Rice Bowl Fresh Asian Kitchen is a renowned Asian restaurant in
Detroit, Michigan.
New Center - Rice Bowl, Inc., sought Chapter 7 protection (Bankr.
E.D. Mich. Case No. 21-46650) on Aug. 13, 2021. In the petition
signed by owner Paul Kado, Rice Bowl Fresh Asian had assets of no
more than $50,000 and liabilities of $28,033.17 for debt incurred
2004-20. John Rickel of Rickel Law Firm PC is the Debtor's
counsel.
Karen E. Evangelista has been appointed as Chapter 7 trustee.
RITCHIE BROS: Moody's Alters Outlook on 'Ba2' CFR to Negative
-------------------------------------------------------------
Moody's Investors Service has changed the outlook on Ritchie Bros.
Auctioneers Incorporated (RBA) to negative from stable.
Concurrently, Moody's has affirmed all RBA's ratings, including its
Ba2 Corporate Family Rating, its Ba2-PD probability of default
rating, its senior secured Ba1 instrument rating and its Ba3 senior
unsecured instrument rating. RBAs SGL-2 speculative grade liquidity
rating remains unchanged.
The actions follow RBA's announcement on August 8, 2021, that the
company planned on acquiring Euro Auctions (not rated) for an
enterprise value of GBP775 million, or around US$1.08 billion[1].
As part of the announcement, RBA stated it would use a combination
of cash and new debt to finance the acquisition.
"The change in RBA's outlook reflects our expectation that leverage
will remain above downgrade levels through 2022 as a result of the
planned Euro Auctions acquisition, and that execution risks could
delay its path towards deleveraging beyond 2023" said Jonathan
Reid, a Moody's analyst. "The material increase in debt also
signals a shift towards more aggressive financial policies."
Affirmations:
Issuer: Ritchie Bros. Auctioneers Incorporated
Corporate Family Rating, Affirmed Ba2
Probability of Default Rating, Affirmed Ba2-PD
Senior Secured Bank Credit Facility, Affirmed Ba1 (LGD3)
Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD5)
Outlook Actions:
Issuer: Ritchie Bros. Auctioneers Incorporated
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
RBA benefits from: 1) a strong position in the industrial equipment
auctions segment and an expanding global presence driven by the
planned acquisition of Euro Auctions; 2) a multichannel strategy
with strong online platforms that has enabled the company to
maintain operations despite limitations on in-person events through
the Coronavirus pandemic; and 3) exposure to multiple industry
sectors and good growth potential. RBA is constrained by: 1) its
small size relative to many Ba2-rated service companies; 2)
aggressive financial policies highlighted by the company's
willingness to undertake significant debt funded transactions (such
as the planned Euro Auctions acquisition); 3) its participation in
a competitive and fragmented marketplace that has some cyclical
pressures; and 4) execution risks associated with the incorporation
of Euro Auctions into the company's existing framework, as well as
expanding into new segments and geographic areas.
The negative outlook reflects the potential that transaction
related execution risks and aggressive financial policies could
delay RBA's ability to reduce leverage to below 3.5x beyond 2023.
Governance issues include the company's shift towards more
aggressive fiscal policies, highlighted by the material amount of
debt required to finance the planned acquisition of Euro Auctions.
While RBA's capital structure post transaction has not been
publicly stated, Moody's expect the transaction will lead to the
company more than doubling its Moody's adjusted debt with only a
modest increase in operating earnings.
RBA has good liquidity (SGL-2) over the next four quarters, with
sources of liquidity of around $805 million compared to uses of
around $10 million from mandatory debt amortization (excluding the
impact of the announced acquisition of Euro Auctions). Sources
include a cash balance of $302 million at June 30, 2021 (excluding
restricted cash), $448 million available under its revolving credit
facilities totaling $530 million (maturing in October 2023) and
Moody's expectations that RBA will generate around $55 million of
free cash flow over the next 12 months. The company has some
seasonality (with Q1 generally having the strongest cash flow), but
historically this has not resulted in the revolver being drawn for
working capital needs. While the planned Euro Auctions acquisition
will drive a material increase in leverage, Moody's expect that as
part of RBA's post-acquisition capital structure the company will
ensure it has adequate cushion under the financial covenants of its
credit facilities.
The senior ranking security position of RBA's senior secured credit
facilities causes them to be rated Ba1, one notch above the
company's Ba2 CFR. The unsecured debt, rated Ba3, rank behind the
company's secured debt and are rated one notch below the corporate
family rating due to subordination to the senior secured debt, in
accordance with Moody's loss-given-default methodology.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if RBA is able to increase its scale
and continue to broaden and diversify its product offerings through
its multi-channel strategy while demonstrating organic revenue and
cash flow growth. It would also require that leverage is maintained
near 2x (2.2x at Q2/21) and FCF/debt is maintained above 15% (14.3%
at Q2/21).
The ratings could be lowered if business fundamental deteriorated,
evidenced by organic revenue or profitability declines, or if debt
to EBITDA (Moody's adjusted) is sustained above 3.5x (2.2x at
Q2/21) and FCF/debt is maintained below 5% (14.3% at Q2/21).
Ritchie Bros. Auctioneers Incorporated, headquartered in Vancouver,
Canada, sells industrial equipment and other durable assets through
its unreserved auctions, online marketplaces, listing services and
private brokerage services. In 2020, the company's gross
transaction value (GTV) was $5.4 billion and the company generated
total revenue of $1.38 billion. The company's market capitalization
is about $7.7 billion.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
RIVERROCK RECYCLING: Seeks to Hire Ira H. Thomsen as Legal Counsel
------------------------------------------------------------------
Riverrock Recycling & Crushing, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Ohio to hire the Law
Offices of Ira H. Thomsen to serve as legal counsel in its Chapter
11 case.
The firm's services include:
a. advising the Debtor regarding its powers and duties in the
continued operation of its businesses and management of its
properties;
b. representing the Debtor in connection with any adversary
proceedings, which are instituted within the case;
c. preparing legal papers including a Chapter 11 plan of
reorganization;
d. assisting the Debtor in the negotiation and documentation
of cash collateral orders and related transactions;
e. reviewing the nature and validity of any liens asserted
against property of the Debtor and advising the Debtor concerning
the enforceability of such liens;
f. advising the Debtor regarding its ability to initiate
actions to collect and recover property for the benefit of its
estate;
g. counseling the Debtor in connection with the formulation,
negotiation and promulgation of a plan of reorganization and
related documents;
h. assisting the Debtor in connection with any potential
property disposition;
i. advising the Debtor concerning executory contracts and
unexpired lease assumption, assignment, rejection, lease
restructuring and recharacterization;
j. assisting the Debtor in reviewing, estimating and resolving
claims asserted by or against the estate;
k. commencing and conducting litigation to assert rights held
by the Debtor, protect assets of the estate, or otherwise further
the goal of completing the successful reorganization of the
Debtor;
l. providing general corporate, litigation and other legal
services as requested by the Debtor; and
m. other necessary legal services.
The firm's hourly rates are as follows:
Ira H. Thomsen $375 per hour
Denis E. Blasius $275 per hour
Darlene E. Fierle $275 per hour
Law Clerk $75 per hour
Darlene Fierle, Esq., at the Law Offices of Ira H. Thomsen,
disclosed in a court filing that she and her firm are
"disinterested persons" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached at:
Darlene E. Fierle, Esq.
Law Offices of Ira H. Thomsen
140 North Main Street, Suite A
P.O. Box 639
Springboro, OH 45066
Tel: 937-748-5001
Fax: 937-748-5003
Email: dfierle@ihtlaw.com
About Riverrock Recycling & Crushing
RiverRock Recycling, a privately held company in the portable
crushing business, filed its voluntary Chapter 11 petition (Bankr.
S.D. Ohio Case No. 21-31385) on Aug. 13, 2021, listing up to $1
million in assets and up to $10 million in liabilities. Orville E.
Lykins, operations manager, signed the petition.
Judge Guy R. Humphrey oversees the case.
Darlene E. Fierle, Esq., at the Law Offices of Ira H. Thomsen,
represents the Debtor as legal counsel.
SAHBRA FARMS: Shelly Materials Buying 15-Acre Land for $525K
------------------------------------------------------------
Sahbra Farms, Inc., asks the U.S. Bankruptcy Court for the Northern
District of Ohio to authorize the sale of approximately 15 acres of
land, as depicted on the Lot Split Survey (Exhibit A), to Shelly
Materials, Inc., for $525,000.
The Debtor's Amended Plan of Reorganization provided,
alternatively, for a refinancing of its mortgage loan with Home
Savings Bank, now known as Premier Bank, or a sale of its property
at auction.
The Debtor learned on July 16, 2021, that ERIEBANK had approved a
loan to the Debtor in the amount of $2.5 million to refinance its
Home Savings Mortgage loan. The ERIEBANK loan, in conjunction with
the sale described, and the receipt of certain additional payments
due from Shelly under the Mineral Lease, is sufficient to permit
payment in full of all creditors, as well as the funding of a
required minimum reserve account at ERIEBANK by the Debtor, as
required under the Loan Agreement with ERIEBANK.
The Debtor's Mineral Lease with Shelly will provide an ample,
reliable stream of income to support mortgage payments due under
the ERIEBANK loan, particularly in view of the revised mining plan
approved as part of the settlement of Shelly's litigation with the
City of Streetsboro.
The Debtor has agreed to approve the revised mining plan,
conditioned on the purchase by Shelly of approximately 15 acres of
its property for the purchase price of $525,000. FRBP 2002(c)(1)
provides, in pertinent part, that notice of a proposed sale is
sufficient if it generally describes the property, and the Debtor
believes that the survey depiction satisfies that requirement.
The current post-COVID boom in business activities involving real
estate has rendered it impracticable to obtain the surveying and
title work necessary to obtain approval for a lot-split on an
expedited basis. For that reason, the Debtor and Shelly have
agreed to structure the proposed sale as a "front loaded"
lease-purchase contract, which will permit Shelly to take immediate
possession of the property upon the Court's approval, and to pay
the $525,000 purchase price to the Debtor thereupon.
The Debtor and Shelly have agreed to include cooperation clauses in
the purchase contract intended to facilitate the signing of a deed,
the processing of the lot split application, and any other details
required to effectuate the lease/purchase.
The 15 acres which is the subject of this transaction is currently
under mortgage to Home Savings Bank, now known as Premier Bank. For
that reason, the Debtor seeks approval of a sale transaction
closing immediately after the closing of the ERIEBANK refinancing
loan.
ERIEBANK has agreed to release the 15-acre tract from its mortgage
upon payment by Shelly to the Debtor immediately after the ERIEBANK
refinancing loan closes, and the property will not then be subject
to the Premier Bank mortgage or the mortgage to Buckingham
Doolittle & Burroughs, which will also be paid in full from the
proceeds of the ERIEBANK loan.
The Lease Purchase Contract is not attached hereto because it is
still being drafted. The Debtor intends to submit the contract for
review at any required hearing, but based on the need to close this
transaction immediately after the closing of the ERIEBANK loan, has
elected to file the Motion without waiting to attach the contract.
The Debtor is serving the Motion, electronically upon counsel for
all parties who are represented in the case, as well as by first
class U.S. Mail on all other creditors and parties in interest, as
required by FRBP 2002.
The Debtor is also filing, contemporaneously with the Motion, an
Emergency Motion to Shorten Notice to Six days with respect to the
Motion, which would permit the closing of the lease and sale
transaction immediately following the closing of the ERIEBANK
refinancing loan closing, and will structure the Notice of the
Motion in accordance with the Court's ruling on that Motion.
In light of the foregoing, the Debtor respectfully requests that
the Court enters an order approving the proposed lease and sale of
the property to Shelly, conditioned on closing occurring
immediately subsequent to the closing of the ERIEBANK refinancing
transaction.
A copy of the Exhibit A is available at
https://tinyurl.com/2afukvt4 from PacerMonitor.com free of charge.
About Sahbra Farms
Sahbra Farms Inc. -- a horse breeder in Streetsboro, Ohio,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Ohio Case No. 19-51155) on May 16, 2019. In the petition
signed by its president, David Gross, the Debtor disclosed
$3,286,476 in assets and $2,684,224 in debt. The Hon. Alan M.
Koschik is the case judge. The Debtor tapped Thomas W. Coffey,
Esq. at Coffey Law LLC, as lead counsel, Kenneth J. Fisher Co.,
L.P.A.,
as special counsel, and BlueMark Capital as loan broker.
The Debtor's Amended Plan of Reorganization was confirmed on July
10, 2020.
SALEM CONSUMER: Sept. 15 Disclosure Statement Hearing Set
---------------------------------------------------------
Judge Carlota M. Bohm of the U.S. Bankruptcy Court for the Western
District of Pennsylvania scheduled for September 15, 2021 at 2:30
p.m., via Zoom, the hearing to consider the approval of the
Disclosure Statement of Salem Consumer Square OH LLC.
Judge Bohm fixed September 8, 2021 as the last day for filing and
serving objections to the Disclosure Statement.
A copy of the order is available for free at https://bit.ly/3soNfSy
from PacerMonitor.com.
About Salem Consumer
Salem Consumer Square OH LLC is a Single Asset Real Estate debtor
(as defined in 11 U.S.C. Section 101(51B)). It owns and operates
the shopping center known as "Salem Consumer Square" located at
5447 Salem Avenue, Dayton, OH 45426.
On Jan. 5, 2021, Salem Consumer Square sought Chapter 11 protection
(Bankr. W.D. Pa. Case No. 21-20020). The Debtor disclosed total
assets of $3,385,461 and total liabilities of $3,134,072. The case
is assigned to The Honorable Carlota M. Bohm. Bernstein-Burkley,
P.C., led by Kirk B. Burkley, is the Debtor's counsel.
SAMARCO MINERACAO: Vale, BHP Asked to Pay Off Full $9.5B Debt
-------------------------------------------------------------
Mining Technology reports that a bankruptcy court has reportedly
received a request from Brazilian prosecutors to compel miners Vale
and BHP Group to fully settle their $9.47 billion debt related to
the Samarco dam disaster.
According to a court document reviewed by Reuters, the prosecutors
believe the two miners, who jointly own Brazilian miner Samarco
Mineracao, are responsible for the 2015 Brazilian dam collapse.
The 2015 breach of the Fundão tailings dam at the Samarco-owned
Germano mining complex killed 19 and resulted in widescale
pollution of one of Brazil's largest river basins.
Samarco was consequently burdened with borrowings of $10 billion.
According to the latest document, Vale and BHP are also mulling a
restraining order that would oblige them to cover their debt.
The prosecutors claim that bankrupt miner Samarco has been used by
BHP and Vale to obtain immediate gains amid a price boom for iron
ore.
These prosecutors were reported by the news agency as saying: "They
chose to put at risk the lives of people who lived and worked
there, as well as the environment, causing tragic consequences and
incalculable damages."
Although Samarco filed for bankruptcy protection in April 2021 amid
struggles to restructure its debt, its creditors objected to the
move in July citing them as 'absurd.'
About Samarco Mineracao SA
Samarco Mineracao SA is a Brazilian mining joint venture between
BHP Group and Vale SA that serves as an iron ore processing
company. The company provides blast furnace, direct reduction,
sinter feed, as well as low and normal silica content pellets.
On April 9, 2021, the Debtor filed a voluntary petition for
judicial reorganization in the 2nd Business State Court for the
Belo Horizonte District of Minas Gerais in Brazil pursuant to
Brazilian Federal Law No. 11,101 of February 9, 2005.
Samarco Mineracao filed for Chapter 15 bankruptcy recognition
(Bankr. S.D.N.Y. Case No. 21-10754) on April 19, 2021, in New York,
to seek U.S. recognition of its Brazilian proceedings.
The Debtor's U.S. counsel:
Thomas S. Kessler
Cleary Gottlieb Steen & Hamilton LLP
Tel: 212-225-2000
E-mail: tkessler@cgsh.com
SBW PROPERTIES: Rental Income to Fund Restructuring Plan
--------------------------------------------------------
SBW Properties, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Texas an Amended Disclosure Statement dated
August 13, 2021.
The Debtor owns several rental properties in Dallas, Texas. It
proposes to restructure its current debts and continue its
operations to provide a dividend to its creditors. The Debtor
anticipates the continued operations of the business and the
rentals from the properties to fund the Plan. The Debtor's Plan
will break the existing claims into 4 categories of Claimants.
These claimants will receive cash payments over a period of time
beginning on the Effective Date.
* Class 1 (Allowed Administrative Claims of Professionals and US
Trustee)
Class 1 Claims are unimpaired and will be paid in cash and in full
on the Effective Date of the Plan. Debtor's attorney's fees
approved by the Court and payable to the law firm of Eric Liepins,
P.C. will be paid immediately out of the available cash following
the later of confirmation or approval by the Court.
Class 1 Creditor Allowed Claims are estimated as of the date of the
filing of the Plan to aggregate up to $10,000 including Section
1930 fees. Section 1930 fees shall be paid in full prior to the
Effective Date. The Debtor is required to continue to make
quarterly payments to the U.S. Trustee and will be required to file
post-confirmation operating reports until its bankruptcy case is
closed. Class 1 Claimants are not impaired under the Plan.
* Class 2 (Allowed Priority Tax Claims)
The Allowed Priority Amount of all Tax Creditor Claims shall be
paid out of the revenue from the continued operations of the
business. The Debtor believes the tax liability for Ad Valorem
Taxes for unpaid Ad Valorem taxes to Dallas County to be $31,841.
The Ad Valorem Taxes will receive post-petition pre-Effective Date
interest at the state statutory rate of 12% per annum and
post-Effective Date interest at 12% per annum. The Debtor will pay
the Ad Valorem Taxes over a period of 60 months from the Petition
Date, commencing on the Effective Date, at a monthly installment of
approximately $760. The Taxing Authorities shall retain their
statutory senior lien position regardless of other Plan provisions,
if any, to secure their Tax Claims until paid in full as called for
by this Plan, and shall retain their liens for all succeeding tax
years. Class 2 Claimants are impaired under the Plan.
* Class 3 (Allowed Secured Claim of Hunter-Kelsey II, LLC)
Hunter-Kelsey II, LLC filed a Proof of Claim for $199,481 on
account of a Property Tax Lien Contract executed by the Debtor
prepetition in favor of Hunter. The Note was secured by certain
property tax liens in the real property located at 4815 South 2
Ave, Dallas, Texas. Hunter shall have a secured claim for
$199,481, which shall be paid in 120 equal monthly installments
with interest at 15.25% per annum commencing on the Effective Date.
The Debtor shall have the right to pre-pay the Hunter Secured Claim
at any time without penalty. Hunter shall retain its liens on the
Collateral until paid in full under the terms of the Plan. The
Class 3 Claimant is impaired.
* Class 4 (Current Shareholders)
The current shareholders will receive no payments under the Plan,
and will retain their existing shares.
A copy of the Disclosure Statement is available for free at
https://bit.ly/3milLwZ from PacerMonitor.com.
Counsel for the Debtor:
Eric A. Liepins, Esq.
Eric A. Liepins, P.C.
12770 Coit Road, Suite 850
Dallas, TX 75251
Telephone: (972) 991-5591
Facsimile: (972) 991-5788
About SBW Properties
SBW Properties, LLC, which owns several rental properties in
Dallas, Texas, filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 21-30035) on
Jan. 8, 2021. At the time of the filing, the Debtor disclosed
assets of between $100,001 and $500,000 and liabilities of the same
range. Eric A. Liepins, Esq., serves as the Debtor's legal
counsel.
SC SH HOLDINGS: Fairmont Unsecureds to Share of Asset Sale Proceeds
-------------------------------------------------------------------
SC SJ Holdings LLC and its debtor-affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a Third Amended Joint
Chapter 11 Plan of Reorganization dated August 13, 2021.
Except as otherwise provided in the Plan or the Confirmation Order,
all Cash necessary for the Debtors or Post-Effective Date Debtors
to make payments under the Plan shall be funded from proceeds
advanced under the DIP Facility, Cash on hand as of the applicable
date of such payment, the Qualified Mezzanine Loan, and proceeds of
the Parent Capital Contribution.
The Parent Capital Contribution shall be made in accordance with
the terms of the Eagle Canyon Commitment Letter, pursuant to which,
Eagle Canyon has agreed to make certain contributions to the
Debtors that the Debtors will be permitted to use to make
distributions to holders of certain Allowed Claims under the Plan.
Funding for the distribution to be made on account of the Allowed
Fairmont General Unsecured Claim shall come from the Real Property
Sale Proceeds.
Classes of Claims and Interests against each Debtor
* Class 1 Other Priority Claims
Each Holder of an Allowed Class 1 Other Priority Claim will, at the
option of the Debtors or the Post-Effective Date Debtors, as
applicable, (i) be paid in full in Cash or (ii) otherwise receive
treatment consistent with Section 1129(a)(9) of the Bankruptcy
Code, payable on the later of the Effective Date and the date that
is ten Business Days after the date on which such Other Priority
Claim becomes an Allowed Other Priority Claim. Class 1 Allowed
Other Priority Claims are Unimpaired.
* Class 2 Other Secured Claims
At the option of the Debtors or the Post-Effective Date Debtors, as
applicable, Holder of an Allowed Class 2 Claim will receive (i)
payment in full in Cash, payable on the later of the Effective Date
and the date that is 10 Business Days after the date when the Other
Secured Claim becomes an Allowed Other Secured Claim, or (ii) such
other treatment so as to render such Holder's Allowed Other Secured
Claim Unimpaired.
* Class 3A SC SJ Prepetition Secured Loan Claim
On the Effective Date or as soon as reasonably practicable
thereafter, the Prepetition Secured Lender will release its right
to receive Default Interest and shall receive, on account of the SC
SJ Prepetition Secured Loan Claim (i) payment in Cash of any unpaid
reasonable costs and expenses owed pursuant to the Restructuring
Support Agreement, Prepetition Secured Loan Documents, or Financing
Orders incurred prior to the Effective Date; and (ii) payment in
full over time of the Post-Effective Date Secured Loan Amount by
Reorganized SC SJ pursuant to the Post-Effective Date Secured Loan
Documents. Class 3A Claim is Impaired.
* Class 3B FMT Prepetition Secured Loan Claim
On the Effective Date or as soon as reasonably practicable
thereafter, the Prepetition Secured Lender shall receive, on
account of the FMT Prepetition Secured Loan Claim, the FMT
Collateral Payment. All Prepetition FMT Collateral, other than
cash collateral, shall be delivered in kind to Reorganized SC SJ
and repayment of the debt secured by the Prepetition FMT Collateral
shall be made over time by Reorganized SC SJ pursuant to the
Post-Effective Date Secured Loan Documents.
* Class 4A SC SJ General Unsecured Claims
The holder of an Allowed Class 4A Claim will receive payment in
full in Cash plus interest at the Federal judgment rate, payable on
the later of the Effective Date and the date that is 10 Business
Days after the date on which such SC SJ General Unsecured Claim
becomes an Allowed SC SJ General Unsecured Claim.
* Class 4B FMT General Unsecured Claims
Each Holder of an Allowed FMT General Unsecured Claim will receive
cash distributions totaling 25% of the amount of each such Allowed
FMT General Unsecured Claim to be distributed as follows:
a. 6.25% on the Effective Date of the Plan;
b. 6.25% on the date that is 180 days after the Effective
Date;
c. 6.25% on the date that is 365 days after the Effective Date;
and
d. 6.25% on the date that is 545 days after the Effective Date.
* Class 4C The Fairmont General Unsecured Claim
Fairmont will receive payment in full in Cash of any Allowed
Fairmont General Unsecured Claim plus interest on such outstanding
Allowed Fairmont General Unsecured Claim at:
(i) the Fairmont Interest Rate from the SC SJ Petition Date until
the date that an award in the Arbitration is issued, unless that
award is reversed on appeal; and
(ii) the Fairmont Post-Judgment Interest Rate from the date that
an award in the Arbitration is issued, unless that award is
reversed on appeal, until the Fairmont Payment Date, which shall be
paid in whole or in part from the Real Property Sale Proceeds, the
Fairmont Claim Guaranty (if and to the extent that any payment
obligations arise thereunder), or, if Section 5.9(e) of the Plan
applies, Additional Real Property Sale Proceeds.
* Class 5 Inter-Debtor Claims
On or after the Effective Date, all Inter-Debtor Claims shall be
discharged, cancelled, released, and extinguished as of the
Effective Date, and will be of no further effect.
* Class 6A SC SJ Subordinated Claims
Holder of a Class 6A Claim will receive payment in full in Cash,
payable on the later of the Effective Date and the date that is 10
Business Days after the date when the SC SJ Subordinated Claim
becomes allowed.
* Class 6B FMT Subordinated Claims
All FMT Subordinated Claims, if any, shall be discharged,
cancelled, released, and extinguished as of the Effective Date, and
will be of no further effect, and Holders of Allowed FMT
Subordinated Claims will not receive any distribution on account of
such Claims.
* Class 7A SC SJ Equity Interest
On the Effective Date, the SC SJ Equity Interest shall be
reinstated, and the Holder of the SC SJ Equity Interest shall
retain such SC SJ Equity Interest.
* Class 7B FMT Equity Interest
The FMT Equity Interest shall be discharged, cancelled, released,
and extinguished as of the Effective Date, and will be of no
further effect, and the Holder of the FMT Equity Interest will not
receive any distribution on account of such Interest.
A copy of the Amended Plan is available for free at
https://bit.ly/3CXJW9M from Stretto, claims agent.
Counsel for the Debtors:
Patrick Potter, Esq.
Dania Slim, Esq.
Jonathan Doolittle, Esq.
Rahman Connelly, Esq.
Pillsbury Winthrop Shaw
Pittman LLP
1200 Seventeenth Street, NW
Washington, DC 20036
Telephone: (202) 663-8928
Facsimile: (202) 663-8007
- and -
Justin Alberto, Esq.
Patrick Reilley, Esq.
Cole Schotz P.C.
500 Delaware Avenue, Suite 1410
Wilmington, DE 19801
Telephone: (302) 652-3131
Facsimile: (302) 574-2104
About SC SJ Holdings and FMT SJ
San Ramon, California-based Eagle Canyon Management's SC SJ
Holdings LLC owns The Fairmont San Jose, an 805-room luxury hotel
located at 170 South Market St., San Jose, Calif. The hotel is near
many of the largest Fortune 1000 corporations and is a popular
location for conferences and conventions, particularly in the
technology industry.
On March 5, 2021, SC SJ Holdings' affiliate, FMT SJ LLC, filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 21-10521). On March 10, 2021, SC SJ
Holdings sought Chapter 11 protection (Bankr. D. Del. Case No.
21-10549). The cases are jointly administered under Case No.
21-10549.
At the time of the filing, SC SJ Holdings disclosed assets of
between $100 million and $500 million and liabilities of the same
range. FMT SJ disclosed that it had estimated assets of between
$500,000 and $1 million and liabilities of between $100 million and
$500 million.
Judge John T. Dorsey is assigned to the case.
The Debtors tapped Pillsbury Winthrop Shaw Pittman, LLP, as their
bankruptcy counsel, Cole Schotz P.C. as local counsel, and Verity
LLC as financial advisor. Stretto is the claims agent and
administrative advisor.
SC SJ HOLDINGS: Hilton Plan Approved After Accor Dispute Resolved
-----------------------------------------------------------------
J. Jennings Moss of Silicon Valley Business Journal reports that
bankruptcy judge approves Fairmont San Jose reorganization plan.
Five months after the local owners of the Fairmont San Jose
abruptly filed for bankruptcy and shuttered the city's largest
hotel, a federal bankruptcy judge Wednesday, August 18, 2021,
approved the owners' reorganization plan. The move clears the path
for the hotel to be rebranded as part of the Hilton Worldwide
Holdings Inc. family.
Judge John T. Dorsey of the U.S. Bankruptcy Court for the District
of Delaware approved the plan two days after the hotel's owner and
Accor SA, the French company that owns the Fairmont brand, reached
an agreement settling Accor's claims of lost revenue caused by the
Fairmont's sudden closing.
"This is a very important agreement and a new day forward for the
San Jose hotel," said Sam Hirbod, the lead investor with SC SJ
Holdings LLC, which is the registered owner of the former Fairmont
property.
That "new day" will be its expected next life as a Signia by Hilton
property. That brand, a new addition to Hilton, is being marketed
as a premier meeting and events product and has only three hotels
announced so far in Atlanta, Indianapolis and Orlando.
Hirbod has been meeting with Signia by Hilton leaders to finalize
the management agreement and develop a business plan for the
34-year-old property on Plaza de Cesar Chavez. Since its opening in
1987, the 805-room hotel has only been a Fairmont, a luxury brand
that also has a hotel in San Francisco.
"We know we have the right team and the right brand in place at
this property," Hirbod said.
Sam Singer, a spokesman for the hotel's owners, said it was too
soon to put a reopening date on the property but said it would
likely be "several months."
Under the terms of the agreement approved by Judge Dorsey, Hilton
will make a $15 million payment to SC SJ Holdings LLC and will
guarantee up to $25 million in financing from JPMorgan Chase Bank.
About SC SJ Holdings and FMT SJ
San Ramon, California-based Eagle Canyon Management's SC SJ
Holdings LLC owns The Fairmont San Jose, an 805-room luxury hotel
located at 170 South Market St., San Jose, Calif. The hotel is
near many of the largest Fortune 1000 corporations and is a popular
location for conferences and conventions, particularly in the
technology industry.
On March 5, 2021, SC SJ Holdings' affiliate, FMT SJ LLC, filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 21-10521). On March 10, 2021, SC SJ
Holdings sought Chapter 11 protection (Bankr. D. Del. Case No.
21-10549). The cases are jointly administered under Case No.
21-10549.
At the time of the filing, SC SJ Holdings disclosed assets of
between $100 million and $500 million and liabilities of the same
range. FMT SJ disclosed that it had estimated assets of between
$500,000 and $1 million and liabilities of between $100 million and
$500 million.
The Debtors tapped Pillsbury Winthrop Shaw Pittman, LLP, as their
bankruptcy counsel, Cole Schotz P.C. as local counsel, and Verity
LLC as financial advisor. Stretto is the claims agent and
administrative advisor.
SCOTT C. GRAY: Geir Trust Buying Incline Village Property for $1.5M
-------------------------------------------------------------------
Scott C. Gray asks the U.S. Bankruptcy Court for the District of
Nevada to authorize him to enter into a Nevada Residential Purchase
Agreement and Joint Escrow Instructions with Frederick and Valerie
Geier, Trustees of Geir Family Trust, for the sale of the real
property commonly described as 680 Tumbleweed Circle, in Incline
Village, Nevada, for $1,479,000, subject to overbid.
The Debtor is the owner of the Property. The Property is a single
family residence, and consists of approximately 2000 square-foot
custom home with an attached two car garage. The legal description
for the Property is included in the Preliminary Title Report.
The Debtor has reached an agreement with the Buyers to sell the
Property for the sum of $1,479,000. The Buyers' offer under the
Purchase Agreement is subject to overbids. The proposed initial
minimum bidding increment is $50,000. While the Debtor expects
that the Purchase Agreement will serve as a template for bids,
other prospective purchasers are not locked into the terms of the
Purchase Agreement and are free to propose alternative terms.
There is a first deed of trust encumbering the Property in favor of
Eagle Rock Investors, LLC, a California Limited Liability Company,
securing a promissory note in the approximate amount of $395,000.
There is a second performance deed of trust securing an obligation
to Steve Friedman, Debra Friedman, Lori Valenziano, and their
successors and assigns. Friedman's claims to be the amount of
$262,620.34. A separate party to such deed of trust is Josephine
Ross who has an alleged claim against the Debtor which claim will
be the subject of claim objection litigation to be filed in the
near future in the bankruptcy.
There are delinquent real property taxes encumbering the Property
for the fiscal year 2021-2022 in the approximate amount $22,000.
There are also two IRS liens in the approximate amount of $238,600
and possibly mechanics' liens encumbering the Property in an amount
or amounts that are unknown the at this time.
Sale proceeds to pay the obligations to Eagle Rock, Friedman, real
property tax liens, seller's costs of sale (approximately $11,217),
brokers' commissions to the selling and purchasing agents in the
amount of $36,975 each and United States Trustee's fees in the
amount of $6,793.99 will be placed into escrow for the Debtor's
benefit and the Debtor then will pay the allowed claims in full at
the close of escrow. Otherwise, the sale will be free and clear of
all liens and/or claims.
An amount will be held in the Debtor's counsel's trust account for
the Ross claim pending resolution ofthe claim litigation against
Ross. Such amount will be determined at or before the hearing of
the matter. $50,0000 will be held in trust to be paid to Lee Molof,
Esq., pending court approval of his fees as special counsel to
handle the claim litigation against Ross. $70,000 will be held in
trust to be paid to William D Cope, Esq., the Debtor's bankruptcy
counsel pending court approval of Mr. Cope's fees.
The Debtor is waiting for an updated title report pertaining to the
subject liens and will either amend the motion to include them or
address them orally at the hearing on this matter. He owes the
office of the United States Trustee fees stemming from the sale of
certain real property in Sonoma, California pursuant to court order
entered Aug. 19, 2020.
The IRS liens and mechanics' liens may or may not be valid and may
or may not be paid through escrow. The Debtor will either update
the motion to add the information on those liens or address them
orally at the hearing on this matter. Also, the parties getting
paid by the Debtor at closing must provide demands as to the
amounts that they allege they are owed and the Debtor reserves the
right to contest any amounts that may be incorrect.
After paying or withholding the amounts set forth, there should be
excess sale proceeds in the approximate amount of $445,000 or more.
Because the Debtor had a heart attack in the recent past and
cannot presently work, he requests a carveout from the sale
proceeds to be used to help purchase a new residence in the
approximate amount of $425,000. Other than the claims and amounts
listed, the total claims on file against him are less than $1,200.
Inasmuch as the Property is the Debtor's homestead, such carveout
request would be more than reasonable.
The Purchase Agreement specifies that the closing date will be
Sept. 9, 2021. There are no leases affecting the Property.
The Debtor seeks relief from the 14-day stay imposed by
Fed.R.Bankr.P. 6004(h) because such stay will unduly postpone the
close of escrow. The stay provided under Fed. R. Bankr. P. 6004(h)
does not benefit the Debtor, creditors or the Buyer in this
transaction.
Other than the carveout amounts requested by the Debtor for the
purchase of a new residence and the Molof request, the net proceeds
from the sale will be distributed to the Debtor's attorney for his
benefit to be held in trust pending the resolution of the Ross
claim litigation, attorney fee, approvals by the Court and any
other pending matters in the bankruptcy. The Molof carveout for
fees will be held by Mr. Molof in his trust account pending
approval of his fees by the Court.
Scott C. Gray sought Chapter 11 protection (Bankr. D. Nev. Case No.
18-50249) on March 13, 2018. The Debtor tapped William D. Cope,
Esq., as counsel.
SD IMPORT: Seeks to Hire Weintraub Group as Special IP Counsel
--------------------------------------------------------------
SD Import, LLC and Select Distributors, LLC seek approval from the
U.S. Bankruptcy Court for the Eastern District of Michigan to hire
The Weintraub Group, PLC as their special counsel.
The firm will provide legal advice on intellectual property issues
in connection with (i) the trademark applications pending before
the U.S. Patent and Trademark Office; (ii) the design patent
application filed by SD Import and Noor Kestou as inventor; and
(iii) the litigation styled Select Distributors, LLC, et al. v
Breeze Smoke, LLC, et al., Case No. 20-cv-12944-JEL-EAS, pending
before the U.S. District Court for the Eastern District of
Michigan.
Arnold Weintraub, Esq., the firm's attorney who will be
representing the Debtors, will be compensated at a discounted
hourly rate of $275.
As disclosed in court filings, The Weintraub Group does not hold or
represent any interest adverse to the Debtors' estates.
The firm can be reached through:
Arnold S. Weintraub, Esq.
The Weintraub Group, PLC
24901 Northwestern Highway, Suite 311
Southfield, MI 48075
Tel: 248-809-2005
Fax: 248-996-8405
Email: aweintraub@weintraubgroup.com
About SD Import and Select Distributors
SD Import, LLC and Select Distributors, LLC collectively operate an
import and wholesale business, which wholesales, among other
novelty products, vape pens under various trade names.
SD Import and Select Distributors filed their voluntary Chapter 11
petitions (Bankr. E.D. Mich. Lead Case No. 21-45687) on July 6,
2021. At the time of the filing, SD Import listed up to $50,000 in
assets and up to $1 million in liabilities while Select
Distributors listed up to $50,000 in assets and up to $500,000 in
liabilities.
Judge Thomas J. Tucker oversees the cases.
Schafer and Weiner, PLLC and The Weintraub Group, PLC serve as the
Debtors' bankruptcy counsel and special counsel, respectively.
SHINKUCASI LLC: Rentals, Asset Sale to Fund Plan Distributions
--------------------------------------------------------------
Shinkucasi LLC filed with the U.S. Bankruptcy Court for the Middle
District of Florida an Amended Plan of Reorganization for Small
Business dated August 12, 2021.
The Plan proposes to pay creditors from cash on hand on the
Effective date; revenues generated by continued business
operations, specifically rental income from properties; and the net
proceeds from the sale of the properties located at 390 35th Ave
NE, Naples, Florida and 4604 Seminole St., Fort Myers, Florida.
According to its financial projections, the Debtor will have
disposable income for the period commencing on the Effective Date
of the Plan and ending on the fifth anniversary of the Effective
Date, sufficient to make all payments required under the Plan.
Classes of Claims and Interest and Their Treatment in the Plan
* Class 1 Priority Claims (except Claims under Sec.
507(a)(2),(a)(8))
The Debtor does not believe it owes any priority amounts.
* Class 2 Secured Claims of Midland
Class 2 consists of the allowed secured claim of Midland, as
servicer for Wilmington Trust. Midland shall retain its liens on
the Properties and the rents and other rights arising from the
Properties, all of which are expressly preserved under the Plan.
The two post-petition, pre-confirmation sales generated
approximately $315,000 in net sale proceeds which were paid to
Midland.
Unless otherwise determined by the Court, the net proceeds from the
preconfirmation sale of assets subject to Wilmington Trust's liens
shall be applied as follows:
(i) Reasonable Legal fees and costs, as determined by the
Court;
(ii) Special Servicing Fees, as determined by the Court;
(iii) Prepayment premium in the total amount of $5,233;
(iv) Accrued and unpaid interest through the Effective Date, at
the rate determined by the Court; and
(v) Principal.
The resulting principal amount shall accrue interest from the
Effective Date at the non-default contract rate (currently 6.41%),
and shall be paid in accordance with the terms of the loan
documents, or on such other terms as agreed to by the Debtor and
Midland or determined by the Court. The existing loan documents
shall remain in full force and effect. For the avoidance of doubt,
the entire balance due on account of the Class 2 claim plus all
accrued interest shall be paid before any payment is made to
holders of Class 3 Claims.
Until the Court determines the amount of Midland's principal
balance, the Debtor will pay, starting on the Effective Date,
interest based on the amount of Midland's claimed principal balance
of approximately $362,000. If the Court determines that the balance
is lower, the overpayment of interest will be credited against the
first payment due following the date that the determination is made
by a final order. Class 2 is impaired by the Plan.
* Class 3 All Non-priority Unsecured Claims
As of March 30, 2021, the Debtor owed approximately $80 in
unsecured claims. The Reorganized Debtor shall make a one-time
payment to Class 3 claimants on the fifth anniversary of the
Effective Date to pay such claim in full.
* Class 4 Equity Interest
Class 4 consists of all equity interests in the Debtor, which are
held by Larry Damiano, the Debtor's principal. All Equity
Interests will remain in place on the Effective Date, but will not
receive any distributions under the Plan until all claims have been
paid.
A copy of the Amended Plan is available for free at
https://bit.ly/3sBx7Nx from PacerMonitor.com.
Counsel for the Debtor:
Daniel R. Fogarty, Esq.
Emily S. Clendenon, Esq.
Stichter, Riedel, Blain & Postler, P.A.
110 East Madison Street, Suite 200
Tampa, FL 33602
Telephone: (813) 229-0144
Facsimile: (813) 229-1811
E-mail: dfogarty@srbp.com
eclendenon@srbp.com
About Shinkucasi LLC
Shinkucasi LLC is a Delaware limited liability company, which owned
five residential rental properties: four located in Lee County,
Florida and one located in Collier County, Florida. The company
sought protection for relief under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 21-00019) on Jan. 10, 2021, listing
$500,001 to $1 million in both assets and liabilities. Judge Caryl
E. Delano is assigned to the case. Daniel R Fogarty, Esq. at
Stichter, Riedel, Blain & Postler, P.A., serves as the Debtor's
counsel.
SHOLAND LLC: Seeks to Hire Carr, Riggs & Ingram as Accountant
-------------------------------------------------------------
Sholand, LLC seeks approval from the U.S. Bankruptcy Court for the
Northern District of Texas to employ Carr, Riggs & Ingram, LLC to
provide accounting and tax services.
The firm's hourly rates are as follows:
Douglas Koval $375 per hour
Certified Accountants $170 per hour
Administration $115 per hour
Douglas Koval, a partner at Carr Riggs, disclosed in court filings
that his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.
Carr Riggs can be reached at:
Douglas Koval
Carr, Riggs & Ingram, LLC
12400 Coit Rd ste 1000
Dallas, TX 75251
Phone: +12143465800
About Sholand LLC
Lake Worth, Texas-based Sholand, LLC filed a petition for Chapter
11 protection (Bankr. N.D. Texas Case No. 21-40521) on March 12,
2021, listing as much as $10 million in both assets and
liabilities. Robert Stetson, manager, signed the petition.
Judge Mark X. Mullin oversees the case.
Spector & Cox, PLLC and Carr, Riggs & Ingram, LLC serve as the
Debtor's legal counsel and accountant, respectively.
SILVER PLAZA: Case Summary & 11 Unsecured Creditors
---------------------------------------------------
Debtor: Silver Plaza, LLLP
10521 19th Ave SE
Everett, WA 98208
Business Description: Silver Plaza is engaged in activities
related to real estate.
Chapter 11 Petition Date: August 19, 2021
Court: United States Bankruptcy Court
Western District of Washington
Case No.: 21-11592
Judge: Hon. Marc Barreca
Debtor's Counsel: Larry B. Feinstein, Esq.
LARRY B. FEINSTEIN, PS
2033 6th Ave, Suite 251
Seattle, WA 98121
Tel: 425-643-9595 /
206-223-9595
Fax: 206-386-5355
E-mail: 1947feinstein@gmail.com
Total Assets: $4,023,261
Total Liabilities: $6,556,398
The petition was signed by Rongfang Chan as managing partner.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 11 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/U25HTHI/Silver_Plaza_LLLP__wawbke-21-11592__0001.0.pdf?mcid=tGE4TAMA
SOFT FINISH: Seeks Cash Collateral Access Thru Dec 31
-----------------------------------------------------
Soft Finish, Inc. asks the U.S. Bankruptcy Court for the Central
District of California, Los Angeles Division for authority to use
cash collateral on an interim basis through December 31, 2021 and
provide adequate protection and related relief.
The Debtor proposes that it use the cash collateral to pay the
allowed expenses pursuant to the budget, with a 10% variance to
maintain its business operations. The entities that assert an
interest in the cash collateral are Pacific City Bank and the US
Internal Revenue Service.
Creditor Adriana Calleros asserts that her judgment lien attaches
to the Debtor's cash collateral, behind Pacific City Bank. The
Debtor disagrees that the judgment lien attaches to any of the
Debtor's assets. To the extent that the lien attaches to cash
collateral, the lien would be junior to the IRS lien based on
section 6321 of the Internal Revenue Code.
The Debtor had $290,464 in the debtor-in-possession bank account on
August 2, 2021, up from close to nothing on the petition date. The
Debtor also has approximately $300,000 in accounts receivable, the
bulk of which will be collected in August, 2021. The Debtor has
inventory of about $7,000.
As adequate protection for the use of cash collateral, the Debtor
proposes to give the secured creditors a replacement lien on the
cash on hand and accounts receivable generated post-petition to the
extent that the creditors' cash collateral is actually used. In
addition, the Debtor proposes to continue paying Pacific City Bank
the regular monthly payment of $19,665 each month and the IRS
$3,000.
The Debtor filed its Plan of Reorganization on June 16, 2021 and
filed its First Amended Plan of Reorganization on July 27, 2021.
The court has not set a hearing for confirmation of the Plan.
The Debtor's Amended Plan of Reorganization proposes to pay Pacific
City Bank in full according to its original terms. The Amended Plan
proposes to pay the IRS in full as well over 60 months. As that is
more than $2.5 million alone, the Debtor proposes to pay the
unsecured class 2.5% of their claims.
The Debtor believes that it is likely that a plan will be confirmed
before the end of 2021.
A copy of the motion and the Debtor's 2021 budget is available at
https://bit.ly/2VVMRPJ from PacerMonitor.com.
The Debtor projects $3,489,923 in total income and $3,026,443 in
total expenses for 2021.
About Soft Finish, Inc.
Soft Finish manufactures clothing, specifically denim product such
as jeans, denim jackets, skirts, shorts, shirts. Soft Finish
specializes in "distressing" garments, taking hard, rigid,
untreated denim fabric and washing the product to soften garments
and using techniques to "beat up" or "age" garments. Distressing
includes hand sanding garments to create natural wear areas, adding
holes to garments to make them look used or old, stone washing to
give the garment a softer feel and a lighter color as well as other
hand treatments.
Soft Finish is the successor in interest to US Garment LLC. In late
2017, US Garment LLC transferred its assets to Soft Finish and Soft
Finish assumed 100% of the US Garment debt. The owners of US
Garment were Jae K. Chung and a minority interest with her son
Wesley Chung. Jae K. Chung is the sole owner of Soft Finish.
Soft Finish sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-12038) on March 15,
2021. In the petition signed by Jae K. Chung, as president, the
Debtor disclosed $203,316 in assets and $1,404,553 in liabilities.
Judge Barry Russell oversees the case.
M. Jonathan Hayes, Esq., at Resnik Hayes Moradi, LLP, is the
Debtor's counsel.
SOUTH COAST BEHAVIORAL: Unsecureds to Share Pro Rata of Net QSF
---------------------------------------------------------------
Thomas H. Casey, the Chapter 11 Trustee for South Coast Behavioral
Health, Inc. filed with the U.S. Bankruptcy Court for the Central
District of California an Amended Chapter 11 Plan of Reorganization
and an Amended Disclosure Statement dated August 13, 2021.
The Trustee has already sold the majority of the Debtor's assets,
including the Debtor's business operations as a going concern, to
SCHG, LLC pursuant to a Court-approved Sale entered on December 22,
2020. The Plan installs the Chapter 11 Trustee as a plan agent to
conduct the liquidation or abandonment of certain Assets of the
Debtor, (which include title to three real properties, certain
accounts receivable, cash on hand, and all claims held by the
Debtor, including claims under Chapter 5 of the Bankruptcy Code, if
any), and establishes a qualified settlement fund (QSF) in order to
distribute payments to creditors of the Estate in accordance with
applicable provisions of the Bankruptcy Code. The Plan also
provides that the Purchaser shall pay an additional $25,000 to the
Estate in exchange for the issuance of 100 shares of common stock
of the Debtor to the Purchaser.
Classified Claims and Interests under the Plan
* Class 1 -- Secured Claim of Comerica Bank
Comerica Bank filed a proof of claim asserting a secured claim for
$150,881 arising from a revolving line of credit documented by a
promissory note and security agreement. Class 1 total amount of
Claim, with interest, is $173,381, which has already been paid in
full from the proceeds from the Sale of the Business.
* Class 2 -- Secured Claim of Internal Revenue Service
The IRS filed a proof of claim asserting a secured claim for
$381,092 for unpaid taxes. The secured claim of the IRS, plus
interest accrued, for a total amount of Claim of $390,268 has
already been paid in full on account of its secured claim from the
proceeds from the Sale of the Business. The balance of the IRS's
claim is addressed as an unclassified priority unsecured
tax claim.
* Class 3 -- Secured Claim of Reliable Fast Cash
Reliable Fast Cash, LLC holds an allowed secured claim of $550,000,
payable from the proceeds of the Sale of the Business, with
interest accruing at the rate of 10% per annum from the Petition
Date until the date of payment, pursuant to a settlement agreement.
RFC's secured claim, including interest accrued, has already been
paid in full from the proceeds from the Sale of the Business for
$645,685 pursuant to the agreement.
* Class 4 -- Secured Claim of APP Group International LLC dba FID
Funding
APP Group International LLC dba FID Funding (AGI) holds an allowed
secured claim in the amount of the principal it advanced to South
Coast, less payments, plus 10% per annum onthe outstanding
principal pursuant to a Court-approved settlement agreement. AGI's
secured claim has already been paid in full, including interest
accrued, from the proceeds from the Sale of the Business for
$113,566 pursuant to the agreement.
* Class 5a – First Deed of Trust Secured by the San Pablo
Property
Bank of America holds a first position deed of trust for $584,000,
which is secured by the real property commonly known as 1068 San
Pablo Circle, Costa Mesa, CA 92626.
* Class 5b – Second Deed of Trust on the San Pablo Property
Marie Goodridge holds a second position deed of trust for $593,583,
secured by the real property commonly known as 1068 San Pablo
Circle, Costa Mesa, CA 92626. This deed of trust is part of a wrap
mortgage, and includes the amounts owed pursuant to the first
position deed of trust owed to Bank of America.
* Class 5c – First Deed of Trust on the East Wilson Property
The Hauptman Trusts hold a first position deed of trust for
$888,000 secured by the real property commonly known as 275 East
Wilson Street, Costa Mesa, CA 92627.
* Class 5d – Second Deed of Trust on the East Wilson Property
Marcel Bruetzch, Trustee of the Golden Trust, holds a second
position deed of trust for $25,000 secured by the real property
commonly known as 275 East Wilson Street, Costa Mesa, CA 92627.
* Class 5e – First Deed of Trust on the Balearic Property
The Rodriguez/Flanagan/Hauptman Trust hold a first position deed of
trust for $875,000, secured by the real property commonly known as
1958 Balearic Drive, Costa Mesa, CA 92626.
* Class 5f – Second Deed of Trust on the Balearic Property
The Balci Family Trust UTA June 29, 2017 holds a second position
deed of trust for $100,000, secured by the real property commonly
known as 1958 Balearic Drive, Costa Mesa, CA 92626.
-- Treatment of Claims in Classes 5a through 5f:
Claims in Classes 5a, 5b, 5c, 5d, 5e and 5f will be paid in full
from the proceeds of the sale of the respective Properties to which
the liens relating to each of the Claims in these Classes attach.
If the subject property is abandoned, the respective claim will
remain secured by the related property and the claimant will retain
all lawful remedies under state law. The Debtor itself owes no
money to any of the Claimants in these classes although the Debtor
is the titled owner of each of the Property to which the liens
pertaining to the Claims in these classes attach.
* Class 5g – Third Deeds of Trust on the San Pedro, East
Wilson, and Balearic Properties
Mariella Agrusa holds three third position deeds of trust, each
secured by one of the following real properties:
(1) 1068 San Pablo Circle, Costa Mesa, CA 92626;
(2) 275 East Wilson Street, Costa Mesa, CA 9262; and
(3) 1958 Balearic Drive, Costa Mesa, CA 92626.
Each deed of trust lists an original indebtedness of $60,000. While
the Debtor is the titled owner of the San Pablo Property, the East
Wilson Property, and the Balearic Property to which Ms. Agrusa's
liens attach, the Debtor itself owes no money to Ms. Agrusa either
as a Borrower, Guarantor or otherwise. Payment of Class 5g will be
in accordance with the Court-approved settlement agreement. If the
properties are sold, payment will be made from the sale proceeds.
If the properties are abandoned, the claim will remain secured by
the properties and the claimant will retain all lawful remedies
under state law.
* Class 6 – Priority Unsecured Claims
Class 6 consists of certain allowed unsecured claims entitled to
priority under Sections 507(a)(3),(4),(5),(6), and (7) of the
Bankruptcy Code, including priority wage claims. The Code provides
that holders of these types of claims are entitled to receive cash
on the Effective Date equal to the allowed amount of their
respective claim. However, a class of unsecured priority claim
holders may vote to accept deferred cash payments of a value, as of
the Effective Date, equal to the allowed amount of such claims.
* Class 7 – Nonpriority General Unsecured Claims
Class 7 consists of allowed nonpriority general unsecured claims.
Class 7 Claims shall be paid pro rata from the QSF unless
sufficient funds remain in the QSF following payment of Class 6
Claims to pay the claims in this class in full.
If the full principal amount of all allowed claims in this class
have been paid in full and funds are remaining and available for
distribution to the class, claims in Class 7 shall then be paid
interest pro rata. Distributions shall be made to all allowed
claims in this class on or as soon as reasonably practicable after
the Effective Date, as determined by the Plan Agent.
* Class 8 – Subordinated General Unsecured Claims
Presently, the only claim in Class 8 is the subordinated claim of
SCBC Holdings, LLC for $375,000, pursuant to a Settlement
Agreement. Claims in Class 8 will be paid on a pro rata basis as
soon as practicable after the Effective Date, as determined by the
Plan Agent to the extent of available funds after payment of all
classes with priority over Class 8.
* Class 9 – Interest Holders
Dr. Charles McPhail is sole owner of the Debtor, holding 100% of
the Debtor's Common Stock. On the Stock Issuance Date, all
outstanding shares of stock in the Debtor shall be cancelled,
extinguished, and discharged. Notwithstanding cancelation of
stock, Interest Holders shall be entitled to receive distribution
as equity holders under Section 726(a)(6) of the Bankruptcy Code on
account of their canceled shares.
A copy of the Amended Disclosure Statement is available for free at
https://bit.ly/3AHORK2 from PacerMonitor.com.
The Court will consider approval of the Disclosure Statement on
September 29, 2021 at 2 p.m. Objections to the Disclosure
Statement must be filed and served no later than 14 days before the
scheduled hearing.
Counsel for Thomas H. Casey, Chapter 11 Trustee for the Debtor:
Todd C. Ringstad, Esq.
Ashley M. Teesdale, Esq.
Ringstad & Sanders LLP
4343 Von Karman Avenue, Suite 300
Newport Beach, CA 92660
Telephone: 949-851-7450
Facsimile: 949-851-6926
E-mail: todd@ringstadlaw.com
ashley@ringstadlaw.com
About South Coast Behavioral Health
South Coast Behavioral Health, Inc., is a healthcare company that
specializes in the in-patient and outpatient treatment of addicts,
alcoholics, and persons dealing with mental health issues. It
offers a clinically supervised residential sub-acute detox
services, therapeutic and residential treatment centers, intensive
outpatient treatment services, and partial hospitalization
programs. On the Web https://www.scbh.com/
South Coast Behavioral Health sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-12375) on June
20, 2019. At the time of the filing, Debtor disclosed assets of
between $1 million and $10 million and liabilities of the same
range. Judge Mark S. Wallace oversees the case.
The Debtor has tapped Nicastro & Associates, P.C., as its
bankruptcy counsel.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors in Debtor's case. The committee tapped Weiland Golden
Goodrich LLP as its legal counsel, and Bryars Tolleson Spires +
Whitton LLP as its financial advisor.
On Feb. 27, 2020, the U.S. Trustee appointed Thomas Casey as the
Debtor's Chapter 11 trustee. Mr. Casey has tapped Ringstad &
Sanders LLP as his bankruptcy counsel; Nicastro & Associates, PC as
special counsel; and Joseph S. Yung & Co. as tax accountant.
SYNCREON INTERMEDIATE: S&P Places 'B-' LT ICR on Watch Positive
---------------------------------------------------------------
S&P Global Ratings placed its 'B-' long-term issuer credit rating
on U.S.-Based syncreon Intermediate B.V. on CreditWatch with
positive implications. S&P also placed its issue level ratings on
syncreon's first out and second out term debt on CreditWatch with
positive implications.
DP World Logistics FZE has announced the 100% acquisition of
syncreon for an enterprise value of $1.2 billion.
The acquisition of syncreon by DP World Logistics FZE could
strategically improve syncreon's market position. The transaction
is still subject to regulatory approvals and completion is expected
in the fourth quarter (Q4) of 2021. DP World Logistics FZE is a
leading provider of end-to-end supply chain logistics operating
across 60 counties with almost 55,000 employees.
Syncreon's positive momentum of Q1 2021 continues into Q2. The
company's technology business has maintained strong operational
improvement and growth momentum in Q2 2021. The automotive business
saw some slower uptick in Q2--new contracts ramped up, offset by
previously announced contract roll-offs, while localized lockdowns
hampered operations--yet operational performance in this segment
continues to stabilize. The company is still demonstrating strong
growth and margin dynamics, as well as continued cash generation in
line with S&P's base case.
CreditWatch
In resolving the CreditWatch positive placement, S&P will evaluate
the transaction's benefits for Syncreon. S&P expects to resolve the
CreditWatch upon the transaction's completion.
Global logistics services provider syncreon serves the automotive
and technology sectors. It provides contract logistics services
such as inbound logistics, fulfilment including e-commerce and
configuration, reverse logistics, export packing, and aftermarket
and spare parts distribution.
In 2020, syncreon reported revenue of more than $1.1 billion.
SYNIVERSE HOLDINGS: Moody's Puts Caa1 CFR Under Review for Upgrade
------------------------------------------------------------------
Moody's Investors Service placed Syniverse Holdings, Inc.'s
ratings, including its Caa1 corporate family rating, on review for
upgrade. The rating outlook was changed to ratings under review
from negative. This action follows the company's announcement[1]
that it has entered into a definitive merger agreement with
M3-Brigade Acquisition II Corp. ("MBAC"), a publicly-traded special
purpose acquisition company (SPAC) that will result in Syniverse
becoming a public company and the repayment of a significant
portion of the existing debt.
Moody's views governance considerations as integral to this ratings
action. Syniverse would be a publicly traded company with reduced
private equity ownership, a lower debt burden and lower financial
leverage.
Under the proposed merger agreement, the transaction will provide
approximately $1.165 billion of gross proceeds to Syniverse,
including up to $400 million of cash held in MBAC's trust account
from its initial public offering in March 2021, Twilio Inc's
(Twilio, Ba3 stable) investment of up to $750 million, with a
minimum investment of $500 million, and a $265 million fully
committed Private Investment in Public Equity ("PIPE") provided by
institutional investors, including Oak Hill Advisors and Brigade
Capital Management. The PIPE will consist of $69 million of common
stock and $196 million of 7.5% convertible preferred stock.
Further, Syniverse's existing shareholders will roll 100% of their
equity in the transaction and are expected to own approximately 40%
of the combined company at closing.
The company disclosed in its announcement [1] that proceeds from
the proposed financing, net of transaction expenses, will be used
for debt repayment, funding growth initiatives (organic and
inorganic), and investment in technologies.
The merger with MBAC is expected to close before the end of fiscal
2021, and is subject to MBAC shareholder approval, consummation of
the Twilio investment, completion of Syniverse's refinancing and
other customary closing conditions. Syniverse has disclosed in its
press release [1] that it has obtained committed debt financing for
a new $1 billion term loan and a $165 million revolver to be
completed at closing, at which time Syniverse's existing debt will
be repaid in full. As of May 31, 2021, Syniverse had approximately
$1.9 billion of debt outstanding, with $90 million of cash on
hand.
On Review for Upgrade:
Issuer: Syniverse Holdings, Inc.
Probability of Default Rating, Placed on Review for Upgrade,
currently Caa1-PD
Corporate Family Rating, Placed on Review for Upgrade, currently
Caa1
Senior Secured 1st Lien Bank Credit Facility, Placed on Review for
Upgrade, currently Caa1 (LGD3)
Senior Secured 2nd Lien Bank Credit Facility, Placed on Review for
Upgrade, currently Caa3 (LGD6)
Outlook Actions:
Issuer: Syniverse Holdings, Inc.
Outlook, Changed To Rating Under Review From Negative
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
Moody's review will focus on Syniverse's capital structure,
financial and growth strategy as a public company, and resulting
financial leverage following the completion of the SPAC merger. In
its review Moody's will also consider Syniverse's ongoing and
projected operating performance.
Moody's expects that Syniverse will materially improve its
liquidity and reduce its leverage if and when the merger is
successfully completed. While Syniverse did not disclose the
intended capital structure or how much debt will be repaid, the
company stated that as a result of the aforementioned transactions,
leverage will be significantly reduced and Net Debt to LTM adjusted
financing EBITDA (company's definition) ratio will be approximately
3.7x. The company's first lien net leverage ratio (as per credit
agreement definition) was 6.89x as of LTM 5/2021, and Moody's
estimates that total gross leverage was approximately 7.8x for the
same period.
If the transaction closes as anticipated by the end of FYE
11/30/2021, Moody's estimates pro forma Debt/EBITDA (Moody's
adjusted) approaching 5.3x by fiscal year-end 2021, down from 9.7x
as of LTM 5/2021 (Moody's adjusted). Moody's assumes that the
proposed convertible preferred stock will have terms allowing for a
100% equity treatment. The new capital structure would likely
strengthen Syniverse's credit profile by significantly reducing
debt levels and improving liquidity with the potential for a rating
upgrade of one notch or more, particularly if accompanied by
improving performance trends.
Syniverse's current Caa1 CFR reflects its weak liquidity,
persistently high leverage, secular decline in the highly
profitable CDMA business, execution risks as transitioning
technology standards stress the company's core business model and
historical execution difficulties that have not yet began to
reverse. Nevertheless, Syniverse garners credit support from its
global reach, secure communication network, established business
serving mobile network operators and enterprises globally and
leading market positions with differentiated technology.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Headquartered in Tampa, Florida, Syniverse Holdings, Inc. is a
leading provider of mobile and wireless technology services to
mobile network operators and enterprises globally. The company's
LTM 5/2021 revenue was $653 million.
TALEN ENERGY: S&P Lowers ICR to 'B-' on Weak Operating Performance
------------------------------------------------------------------
S&P Global Ratings lowered its ratings on U.S. power and energy
supply company Talen Energy Supply LLC to 'B-' from 'B' to reflect
the company's elevated credit risk and persistently high leverage.
At the same time, S&P lowered its ratings on Talen's senior secured
and senior unsecured facilities by one notch to 'B+' and 'CCC',
respectively.
S&P said, "The stable outlook reflects our expectation that Talen
will generate modestly negative FOCF in 2021 and positive, although
minimal FOCF in 2022 and 2023 and that liquidity will remain
adequate over the next 12 months. We expect leverage to remain
elevated above 8.0x in all years of our forecast period.
"Talen underperformed our EBITDA and FOCF expectations in 2020,
which led to higher debt leverage than we had forecast.
"The downgrade reflects our expectation that Talen's leverage will
remain elevated above 8.0x through 2023, partially driven by winter
storm Uri in 2021, lower cleared capacity prices for 2022 and 2023,
and out of the money hedges. Talen also had lower-than-anticipated
EBITDA and FOCF generation in 2020 with S&P Global Ratings-adjusted
leverage north of 11x compared with our forecast of 8.0x-8.5x. We
expect S&P Recourse-Only Adjusted EBITDA of about $450 million in
2021, improving to around $500 million for 2022 and 2023. With the
current capital structure, weighted average leverage remains
elevated at greater than 8.0x. We also expect negative FOCF in 2021
to revert to minimally positive FOCF in 2022 and beyond."
S&P expects Talen's energy margins and liquidity to be stressed
over the next 12 months due to a weak hedge book.
Unlike its peers, Talen will be unable to capture the upside from
the recent uplift in forward power prices, as it has hedged 86% of
its 2021 output and 77% of its 2022 generation at rates lower than
the current ones. In addition, these out-of-money positions create
formidable liquidity needs. At the end of June 2021, Talen had $244
million in cash restricted as commodity exchange margin deposits
given the strengthening forward markets. While we continue to
assess the company's liquidity as adequate, we will continue to
monitor Talen's collateral postings and liquidity availability on a
regular basis. If there are additional collateral requirements,
Talen expects to either utilize its $300 million of second-lien
capacity or roll capacity monetization (like it did during the
Winter Storm Uri event).
For 2021, S&P continues to expect Talen's metrics to be pressured,
partially due to the impact from Winter Storm Uri in the first
quarter of 2021.
Talen owns 1.7 gigawatts (GW) of natural gas-fired capacity in
Texas, comprising three generation facilities. Talen's ERCOT
generation accounts for approximately 10% of its total portfolio.
Talen reported a $78 million pretax loss associated with its ERCOT
activities during the winter storm event in February. In addition,
due to uncertainty around when and how the short payments would
ultimately be recovered from ERCOT, Talen recognized an additional
charge of $12 million during the first quarter to fully reserve the
amounts due to Talen that are from short payments. With $90 million
in losses, S&P expects Talen to have negative EBITDA in ERCOT this
year, which increases our adjusted leverage expectations for 2021
to 9.0x from 7.6x.
Low PJM capacity prices will continue to pressure credit metrics
beyond 2021.
Talen cleared 78% of its PJM capacity in the recent base residual
auctions in June 2021 at a weighted average price of $101.83
(largely driven by the breakout of the BGE region). This compares
to 94% cleared for delivery year 2021-2022 and 92% in 2020-2021. As
a result of the lower clearing price and lower cleared volumes, S&P
expects Talen's capacity revenues to decline by 40% year-over-year
with $315 million in revenue expected, compared to $524 for the
prior auction.
S&P doesn't impute value for Talen's long-term ESG strategy
(Cumulus), as it is still in the early stages.
The long-term viability of Talen's capital structure will
ultimately depend on its ability to prudently grow the business
through the Cumulus platform and for that entity to provide
meaningful cash distributions to Talen Energy Supply to delever the
legacy business. S&P currently imputes no value from the Cumulus
Venture expansion plans to Talen as the company has neither
acquired funds nor entered into advanced stage negotiations for
these projects; although Talen has made progress on the development
of the venture, significant execution risk remains and Talen needs
a substantial equity investment ($600 to $800 million) to fully
fund this venture.
In addition, the digital infrastructure projects will be structured
outside of Talen Energy Supply, under Talen Energy Corp. This
limits Talen Energy Supply's contribution to an initial $45 million
preferred equity investment as of July 30, 2021. While it is too
early to assess the project's viability, the necessity of carving
this strategic initiative out of the Talen Energy Supply bracket
limits the benefit to existing TES lenders as the legacy power
business continues to underperform.
Talen intends to raise funds for certain digital infrastructure
opportunities, recognizing that recapitalization of the firm is
necessary to grow enterprise value. Some of the expansion plans
include:
-- A hyperscale data center with a 48 MW capacity and a 1GW
campus;
-- A 180-MW digital currency mining facility;
-- 1.4 GW of solar and wind pipeline development in a joint
venture (JV) with Pattern; and
-- Battery development at HA Wagner and Camden (20 MW each).
S&P said, "We consider the renewables JV with Pattern to be credit
positive, but expected cash flows from that entity are relatively
small at this point, with about $15 million expected in 2023. As
this entity sits below Talen Energy Supply, we impute value for
this JV.
"The stable outlook reflects our expectations that Talen will
generate modestly negative FOCF in 2021 and positive (albeit
minimal) FOCF in 2022 and 2023, and that its liquidity will remain
adequate. We also expect leverage to remain elevated above 8.0x for
our entire forecast period."
S&P could consider taking a negative rating action on Talen if:
-- Credit metrics--including interest cover and adjusted debt to
EBITDA--weakened significantly, causing S&P to view the capital
structure as unsustainable.
-- Covenant headroom tightened or liquidity deteriorated, leading
to a shortfall; or
-- Talen initiates a debt restructuring or distressed exchange.
While unlikely over the coming year, S&P could consider a positive
rating acting if leverage decreased sustainably below 6.5x.
TANK HOLDING: Moody's Alters Outlook on B3 CFR to Stable
--------------------------------------------------------
Moody's Investors Service changed the ratings outlook for Tank
Holding Corp. to stable from negative. At the same time, Moody's
affirmed the company's B3 corporate family rating and B3-PD
probability of default rating, along with the B2 rating on the
company's senior secured first lien credit facilities.
"The change in outlook to stable reflects continued strength in
Tank's operating performance that resulted in reduction in adjusted
debt-to-EBITDA (leverage) to 6.4x as of June 2021", says Shirley
Singh, Moody's lead analyst for Tank Holdings Corp. Moody's
believes that leverage will fall below 6.0x in 2022, and that the
company will maintain good liquidity supported by strong free cash
flow over that time.
Outlook Actions:
Issuer: Tank Holding Corp.
Outlook, Changed To Stable From Negative
Affirmations:
Issuer: Tank Holding Corp.
Probability of Default Rating, Affirmed B3-PD
Corporate Family Rating, Affirmed B3
Backed Senior Secured 1st Lien Revolving Credit Facility, Affirmed
B2 (LGD3)
Backed Senior Secured 1st Lien Term Loan, Affirmed B2 (LGD3)
RATINGS RATIONALE
Tank's B3 CFR reflects the company's modest scale with revenue less
than $400 million, along with elevated leverage. A large portion of
the company's revenue is generated from the agricultural sector and
is susceptible to seasonal fluctuations and farmers' spending
levels. The company is also exposed to cyclical end markets that
are impacted by oil and gas commodity prices, weather trends,
housing starts, and demand for industrial storage and
transportation of materials. Governance risk is high evidenced by
the company's highly leveraged balance sheet, a history of
debt-financed acquisitions and shareholder dividends under its
private equity ownership.
Nonetheless, the company has strong profitability with EBITDA
margins above 30% that supports free cash flows in the low-to-mid
single-digit percent range of total debt. The rating also benefits
from Tank's solid market position and nationwide presence.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectation of moderate growth
across most of the company's end markets, with positive free cash
flow and debt-to-EBITDA below 6.0x.
Ratings could be downgraded if contraction in revenues and earnings
results in adjusted debt-to-EBITDA sustained above 7.0x,
EBITA-to-interest expense of below 1.0x or a deterioration in
liquidity. A large debt-financed acquisition or shareholder
dividends will exert pressure on Tank's ratings or their outlook.
Ratings could be upgraded if revenue expands and diversifies in end
markets or product lines, improving the predictability of cash
flow. Adjusted debt-to-EBITDA sustained below 5.5x and free cash
flow-to-debt maintained in the high single-digit percentage range
will also be favorable considerations for an upgrade.
The principal methodology used in these ratings was Manufacturing
Methodology published in March 2020.
Tank Holding Corp. ("Tank") manufactures and distributes
rotationally molded polyethylene and steel tanks, containers, bins,
carts and pallets for agricultural, water, industrial, food and
beverage, hospitality and on-site water treatment applications,
among other uses. The company is owned by financial sponsor Olympus
Partners. Revenue for the last twelve months ended June 2021 were
less than $400 million.
TEGNA INC: Moody's Affirms Ba3 Corp. Family Rating, Outlook Stable
------------------------------------------------------------------
Moody's Investors Service has affirmed TEGNA Inc.'s corporate
family rating at Ba3 and probability of default rating at Ba2-PD.
Concurrently, Moody's affirmed the rating on the company's senior
unsecured bank credit facility and senior unsecured notes at Ba3.
The speculative grade liquidity rating was upgraded to SGL-1 from
SGL-2. The outlook is stable.
Outlook Actions:
Issuer: TEGNA Inc.
Outlook, Remains Stable
Upgrades:
Issuer: TEGNA Inc.
Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2
Affirmations:
Issuer: TEGNA Inc.
Probability of Default Rating, Affirmed Ba2-PD
Corporate Family Rating, Affirmed Ba3
Senior Unsecured Revolving Credit Facility, Affirmed Ba3 (LGD4)
Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD4)
RATINGS RATIONALE
TEGNA's Ba3 CFR continues to reflect the strength of the company's
operations, its material scale in the local broadcast sector, and
its growth prospects given the strong market areas it operates in.
The rating also reflects the good deleveraging the company has
achieved with Moody's adjusted leverage expected around 3.6x by
year end. With revenue of about $2.9 billion in 2020, national
reach and a diverse affiliate mix, the company is well positioned
to capture advertising spend in its markets, allowing it to
partially weather the overall decline in TV advertising budgets. In
addition, approximately 45% of TEGNA's total revenue is derived
from non-advertising related retransmission fees which are expected
to continue to grow in low double-digit percentages over the next
few years as the company has renegotiated around a third of its
carriage agreements in 2020 with another third to be renewed in
2021
The Ba3 CFR reflects the continued structural pressures the
broadcast sector is facing, in particular on core TV advertising
demand which was highly disrupted by COVID-19 related shutdowns and
is expected to continue to decline by a single digit percentage
annually to the benefit of digital media and new video on demand
services. The rating also takes into account the current cord
cutting trends, which have been accelerated by COVID-19, and
concerns that retransmission fee growth may slow down in the medium
term.
Following two sizeable acquisitions in 2019, which led to increased
leverage to above 5x, TEGNA has been operating with a prudent and
balanced financial policy. In 2020, the company voluntarily repaid
around $626 million of debt through cash flow generated in the
year. The current rating incorporates Moody's expectation that the
company could engage in further broadcast-related M&A in the future
but that these will be of limited scale and that any resulting
spike in leverage will be temporary. The rating does not however
incorporate any sizeable non-broadcast related M&A, the impact of
which on business profile and long term growth plans would need to
be assessed on a case by case basis.
The affirmation of the ratings comes at a point when core local TV
advertising is still recovering from the pandemic impact. TEGNA's
presence in highly desirable designated market areas means that its
advertising revenues tend to be somewhat stickier than average.
The stable outlook reflects Moody's expectation that TEGNA's
Moody's adjusted (2 year average) leverage will be around 4x on a
normalized basis, in line with the company's publicly stated
intention of a target leverage "below 4 times".
The SGL-1 speculative grade liquidity rating reflects a very good
liquidity profile supported by sizeable positive free cash flow
(FCF) generation -- in the last twelve months ending June 2021, the
company generated Moody's adjusted FCF of around $580 million.
TEGNA's liquidity is also supported by a large revolving credit
facility of $1.5 billion of which $1.25 billion remained available
at the end of Q2 2021. The revolver requires TEGNA to abide by a
net debt leverage (2 year average) covenant and Moody's expects the
company to be well in compliance with these over the next 18
months.
Tegna's debt instrument ratings reflect the probability of default
of the company, as reflected in the Ba2-PD probability of default
rating, and a lower than average expected family recovery rate of
35% at default given the fully unsecured capital structure.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade to TEGNA's ratings would require the company to maintain
a publicly defined financial policy regarding leverage that would
be consistent with a Moody's adjusted (2 year average) leverage
below 3.5x on a sustained basis.
Ratings could be downgraded should the company's leverage (Moody's
adjusted and on a 2 year basis) increase above 4.5x for a sustained
period of time.
TEGNA Inc. is a leading U.S. broadcaster with operations consisting
of 64 stations in 51 markets reaching about 39% of US television
households. The company, headquartered in McLean, VA, is publicly
traded and reported net revenue of $3.1 billion and EBITDA
(management's adjusted) of approximately $1.15 billion in the
twelve months ending on June 30, 2021.
The principal methodology used in these ratings was Media published
in June 2021.
TELIGENT INC: Class Action Settlement Hearing Set for Nov. 12
-------------------------------------------------------------
Pursuant to an order of the U.S. District Court for the Southern
District of New York, a hearing will be held on Nov. 12, 2021, at
10:30 a.m., before the Hon. Victor Marrero of the U.S. District
Court for the Southern District of New York, Daniel Patrick
Moynihan United States Courthouse, 500 Pearl Street, New York, NY
10007, for the purpose of determining:
1) whether the proposed settlement of the class action
consisting of $6 million in cash, should be approved as fair,
reasonable, and adequate to the members of the class;
2) whether the release by the class members of claim as set
forth in the settlement agreement should be authorized;
3) whether the proposed plan to distribute the settlement
proceeds is fair, reasonable and adequate;
4) whether the application by Oklahoma Police Pension Fund and
Retirement System's counsel for an award of attorneys' fees and
expenses and any award to Oklahoma Police should be approved; and
5) whether the judgment, in the form attached to the settlement
agreement, should be entered.
To share in the distribution of the net settlement fund, you must
establish your rights by submitting a proof of claim and release
form by email or submitted electronically at
https://www.teligentsecuritiessettlement.com/ no later than Dec. 7,
2021.
If you have not received a copy of the notice, which more
completely describes the settlement and your rights thereunder, or
a proof of claim form, you may obtain these documents, as well as
copy of the stipulation and other settlement documents, online at
https://www.teligentsecuritiessettlement.com, or by writing to:
Teligent Securities Settlement
Claims Administrator
PO Box 5324
New York, NY 10150-5324
Tel: 1-833-460-1725
Email: info@TeligentSecuritiesSettlement.com
Inquiries may also be made to a representative of the plaintiff's
counsel at:
Scott+Scott Attorneys at Law LLP
Attn: Jeffrey P. Jacobson
230 Park Avenue, Floor 17
New York, NY 10169
Tel: 1-800-332-2259
1-646-992-4756
Fax: 1-212-223-6334
Email: jjacobson@scott-scott.com
Teligent, Inc., a specialty generic pharmaceutical company,
develops, manufactures, markets, and sells generic topical, branded
generic, and generic injectable pharmaceutical products in the
United States and Canada. The company was formerly known as IGI
Laboratories, Inc. and changed its name to Teligent, Inc., in
October 2015. Teligent, Inc., was founded in 1977 and is based in
Buena, New Jersey.
THUNDER RAIN: Uses Ch. 11 to Stall Foreclosure, TLD Says
--------------------------------------------------------
TLD McCutchin, Ltd., in an objection filed with the U.S. Bankruptcy
Court for the Eastern District of Texas with respect to the Amended
Disclosure Statement and Amended Plan of Reorganization of Thunder
Rain Holdings, LLC, urged the Bankruptcy Court to deny confirmation
to the Debtor's Amended Plan.
Richard D. Pullman, Esq., at Kessler Collins, counsel for TLD
argued that the Plan is not feasible. It appears from the Plan
that the cornerstone of Debtor's "business plan" is maintaining
control over the 25-acre plot on Pelzel Road that it no longer owns
and on which it is a trespasser, he said. Mr. Pullman related that
the trustee designated by the Deed of Trust conducted the sale of
the Property on August 3, 2021 and the Property was sold to TLD. A
Trustee Deed has been filed in the deed records of Denton County,
Texas. TLD is now an unsecured creditor for $539,514 based on an
amended claim filed in the claims register, he added.
Mr. Pullman complained that the amendments failed to cure the
infirmities in the Disclosure Statement or the Plan that TLD
pointed out in its initial objections. The Debtor still fails to
provide any information about the nature of the financing it was to
receive, its business plan, or any projections. It also fails to
properly treat TLD's unsecured claim and fails to describe how
Debtor will proceed in light of losing its real estate, he added.
The Amended Plan disclosed that funds from operation of the
business shall also be used to implement the Plan. The counsel
noted, however, that the Debtor's monthly operating reports for
February through May 2021 have shown no income. The Debtor has not
filed reports for June or July 2021, he said. This is nothing more
than a bad faith filing to stall for as long as possible the
inevitable foreclosure and sale of its real property. The dearth of
information in the Disclosure Statement illustrates that there was
no serious attempt at reorganization or refinancing, Mr. Pullman
told the Court.
Accordingly, TLD asked the Court to refuse final approval to the
Amended Disclosure Statement or deny confirmation to the Debtor's
Amended Plan, that this case be dismissed with prejudice to its
refiling for at least one year, and that TLD be granted such other
relief as the Court deems just and proper.
A copy of the objection is available for free at
https://bit.ly/3AUM9RB from PacerMonitor.com.
Counsel for TLD McCutchin, Ltd:
Richard D. Pullman, Esq.
Howard C. Rubin, Esq.
Kessler Collins
2100 Ross Avenue, Suite 750
Dallas, TX 75201
Telephone: (214) 379-0722
Facsimile: (214) 373-4714
Email: rpullman@kesslercollins.com
hrubin@kesslercollins.com
About Thunder Rain Holdings
Thunder Rain Holdings, LLC, filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No.
21-40163) on Feb. 1, 2021. At the time of filing, the Debtor
disclosed $2,281,753 in assets and $2,543,976 in liabilities. Gary
G. Lyon, Esq., at Bailey Johnson & Lyon, PLLC, is the Debtor's
legal counsel.
U.S. TOBACCO: Wins Cash Collateral Access Thru Sept 19
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, Raleigh Division, has authorized U.S. Tobacco Cooperative
Inc. and affiliates to use cash collateral on an interim basis.
The Debtors requested authority to access and utilize certain
custodial securities owned by lead Debtor U.S. Tobacco Cooperative
Inc. and all products and proceeds thereof in investment account at
Truist Bank to fund the Debtors' business operations. According to
the June 30, 2021 Account Statement issued in connection with the
Custodial Securities Collateral, as of that date the market value
of the Custodial Securities Collateral was $116,091,632.70.
The Debtors are a party to a Second Amended and Restated Credit
Agreement dated as of November 15, 2016, as subsequently amended on
five occasions, most recently pursuant to the Fifth Amendment to
Credit Agreement dated as of March 12, 2021, by and among (a)
Debtor U.S Tobacco Cooperative, Inc., a North Carolina corporation,
as borrower; (b) Premier Manufacturing, Inc., a Missouri
corporation, U.S. Flue-Cured Tobacco, Inc., a North Carolina
corporation, Big South Distribution, LLC, a North Carolina limited
liability company, Franchise Wholesale Co., L.L.C., a Missouri
limited liability company, and King Maker Marketing, Inc., a New
Jersey corporation, as guarantors; (c) Truist Bank, Fifth Third
Bank, National Association, AgCarolina Farm Credit, ACA, CoBank,
ACB, and Pinnacle Bank, as lenders, and (d) Truist Bank, as
administrative agent for the Bank Group. The Bank Group has
asserted a secured claim against the Debtors in the principal
amount of $99,500,000 as of the Petition Date, together with
accrued interest, fees and costs. Prior to the Petition Date, all
commitments to lend under the foregoing Credit Agreement were
terminated.
The Administrative Agent has made a prima facie showing that it has
a properly perfected lien on the Debtors' property at the
commencement of the case, including the Debtors' accounts,
inventory and other collateral which is or may result in cash
collateral.
The Bank Group asserts liens on, among other things, all of the
proceeds generated from the Debtors' business operations and the
Custodial Securities Collateral, both of which constitute cash
collateral within the meaning of 11 U.S.C. section 363.
On July 9, 2021, the Lewis Certified Class filed an objection to
the Cash Collateral Motion and asserted an interest in the Cash
Collateral and/or the Debtors' assets. The Debtors dispute that the
Lewis Certified Class holds an interest in the Cash Collateral
and/or the Debtors' assets.
The Debtors represent that continued operations and use of up to
$10,000,000 of the Custodial Securities Collateral will generate
the greatest source of funds for creditors, including secured
creditors. The Debtors will require access to the Cash Collateral
generated by their operations and liquidation of Custodial
Securities Collateral in order to allow them to remain in
business.
As adequate protection for the Bank Group's interests in the Cash
Collateral, to the extent the Debtors use the Cash Collateral,
Truist Bank, as Administrative Agent for the Bank Group, is granted
a valid, attached, choate, enforceable, perfected and continuing
security interest in, and liens upon all post-petition assets of
the Debtors of the same character, type, to the same nature, extent
and validity as the liens and encumbrances of the Administrative
Agent attached to the Debtors' assets pre-petition. The
Administrative Agent's security interest in, and liens upon, the
Post-Petition Collateral will have the same validity as existed
between the Administrative Agent, the Debtors and all other
creditors or claimants against the Debtors' estate on the Petition
Date. The replacement lien and security interest granted are
automatically deemed perfected upon entry of this Order without the
necessity of the Administrative Agent taking possession, filing
financing statements, mortgages or other documents.
The Debtors arr authorized to convert the Custodial Securities
Collateral into cash with all of the proceeds derived therefrom to
remain in the Custodial Account subject to the terms of the Order
and subject to the terms and conditions set forth in that Control
Agreement dated as of September 27, 2013.
Upon conversion of the Custodial Securities Collateral into cash,
the Debtors are authorized to transfer up to $10,000,000 from the
Custodial Account into its Debtors-in-Possession operating bank
accounts to be used for payment of their post-petition, necessary,
and reasonable operating expenses strictly in accordance with the
budget. The Administrative Agent is authorized to execute and
deliver its express prior written consent to the transfer
authorized therein. Under no circumstances will the Debtors
transfer more than $10,000,000 from the Custodial Account into its
Debtors- in-Possession operating bank accounts, or any other
accounts.
The Order will remain in full force and effect until the earlier of
(a) September 19, 2021; (b) entry of an Order by the Court
terminating the Order for cause, including but not limited to
breach of the terms and conditions thereof; or (c) upon filing of a
notice of default as provided in the Order.
A further hearing on the matter is scheduled for September 16 at 1
p.m.
A copy of the order and the Debtors' 11-week budget is available at
https://bit.ly/3CXjhtt from PacerMonitor.com.
The Debtors' project $9,002 in total receipts and $22,001 in total
disbursements.
About U.S. Tobacco Cooperative
U.S. Tobacco Cooperative produces U.S. flue-cured tobacco grown by
500+ member growers in Florida, Georgia, South Carolina, North
Carolina, and Virginia. Member-grown tobacco is processed and sold
as raw materials to cigarette manufacturers worldwide.
U.S. Tobacco Cooperative and affiliates sought Chapter 11
protection (Bankr. E.D.N.C. Lead Case No. 21-01511) on July 7,
2021. In the petition signed by Keith H. Merrick, chief financial
officer, U.S. Tobacco Cooperative estimated assets of between $100
million and $500 million and estimated liabilities of between $100
million and $500 million.
Judge Joseph N. Callaway oversees the cases.
The Debtors are represented by Hendren, Redwine & Malone, PLLC. BDO
Consulting Group, LLC and SSG Advisors, LLC serve as the Debtors'
financial advisor and investment banker, respectively.
VALARIS PLC: CFO, CEO Steps Down; Former Seadrill CEO Takes Helm
----------------------------------------------------------------
Offshore Engineer reports that offshore drilling firm Valaris said
Thursday, August 19, 2021, its CEO Tom Burke would step down from
his position as President and Chief Executive Officer and member of
the Board of Directors, and that its CFO Jon Baksht would step
down, too, both effective September 2, 2021.
Anton Dibowitz, a current Board member, and former CEO of Seadrill,
has been appointed as interim President and Chief Executive Officer
of Valaris, effective September 3, 2021.
"Mr. Burke will continue to support Valaris for a period to ensure
a smooth leadership transition for the Company. He also will remain
on the Board of Directors of ARO Drilling, a 50/50 joint venture
between Valaris and Saudi Aramco," Valaris said.
As for the outgoing CFO Baksht, the Valaris Board of Directors has
appointed Darin Gibbins, the Company's Vice President – Investor
Relations and Treasurer, as interim Chief Financial Officer
effective September 3, 2021.
Burke, who has been CEO of Valaris since the company was formed
after the merger of Ensco Rowan in 2019, said Thursday, August 19,
2021, he appreciated the opportunity to have been CEO "and to have
worked with all of the great employees of Valaris and its
outstanding leadership team."
"Together, we have navigated one of the most difficult downturns
our industry has ever faced – and we came out positioned for
success. I am proud of the Valaris team, its resilience, and great
potential, and I depart the company knowing that the business is
strong, in good hands, and has a bright future."
Valaris had filed for bankruptcy in August 2020, and it on April
30, 2021, successfully completed its financial restructuring and
emerged from chapter 11.
Commenting on the appointment of Dibowitz as Interim CEO, Elizabeth
Leykum, Chair of the Board said." Anton brings more than twenty
years of experience in the offshore drilling industry to the CEO
role. His familiarity with our business, customers, and culture
combined with his extensive industry expertise will allow him to
continue to build upon our positive momentum and solid foundation.
We look forward to working closely with Anton, Tom, Jon, Darin, and
the entire Valaris executive team to ensure a smooth
transition.”
Dibowitz, who was the CEO of Seadrill until October 2020 and who
joined the Valaris Board in July, said: "My time on the Valaris
Board of Directors has only served to reinforce my understanding of
Valaris as a world-class organization. During this transition, we
will maintain our focus on our top priority of delivering safe and
efficient operations for our customers, who continue to validate
our position as the offshore driller of choice, having awarded
Valaris more than 20 new contracts or extensions, with the
associated backlog in excess of $1.3 billion, since early May 2021.
"With the strongest balance sheet in the offshore drilling sector,
unmatched scale and geographic diversity, and a modern,
best-in-class fleet, Valaris is well-positioned to take advantage
of strategic opportunities and a steadily improving market."
Leykum further said: "We are grateful to Tom and Jon for their
valuable contributions to Valaris. They successfully led us through
a prolonged and challenging downturn in the energy sector,
establishing Valaris as a sound and financially stable entity. We
thank them for their leadership and wish Tom and Jon the best going
forward."
About Valaris PLC
Valaris plc (NYSE: VAL) provides offshore-drilling services. It is
an English limited company with its corporate headquarters located
at 110 Cannon St., London. On the Web: http://www.valaris.com/
On Aug. 19, 2020, Valaris and its affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 20-34114). The Debtors
had total assets of $13,038,900,000 and total liabilities of
$7,853,500,000 as of June 30, 2020.
The Debtors tapped Kirkland & Ellis LLP and Slaughter and May as
their bankruptcy counsel, Lazard as investment banker, and Alvarez
& Marsal North America LLC as their restructuring advisor. Stretto
is the claims agent, maintaining the page
http://cases.stretto.com/Valaris
Kramer Levin Naftalis & Frankel LLP and Akin Gump Strauss Hauer &
Feld LLP serve as legal advisors to the consenting noteholders
while Houlihan Lokey Inc. serves as their financial advisor.
VARSITY BRANDS: S&P Affirms 'CCC+' ICR, Outlook Stable
------------------------------------------------------
S&P Global Ratings affirmed its 'CCC+' issuer credit rating on
U.S.-based Varsity Brands Holding Co. Inc. and Hercules Achievement
Inc. (collectively Varsity Brands) and revised the outlook to
stable from negative.
S&P said, "We also affirmed our 'CCC+' issue-level ratings on its
senior secured debt. The recovery rating remains '3'.
"The stable outlook reflects our expectation for adequate liquidity
and steadily improving, albeit weak, credit metrics over the next
year as the company continues to recover from negative effects of
the COVID-19 pandemic."
The outlook revision reflects Varsity Brands' improved performance
in recent months as its businesses continue to recover from the
COVID-19 pandemic. After dramatic sales declines through the first
quarter of 2021, the company had a strong second quarter, with
sales increasing close to 90% year over year. While this figure is
somewhat inflated because of timing issues (cheerleading
competitions usually held in the first quarter were delayed to the
second quarter, and fall and winter sports were played in the
spring in some regions), order rates for the team sports segment
(BSN Sports, over half of the business) continue at about 20% above
2019 orders. S&P said, "The company's cheerleading (Varsity Spirit)
and scholastic achievement (Herff Jones) businesses remain
depressed compared to 2019, but we expect moderate improvement over
the next year as schools transition from virtual to in-person
learning. We forecast Varsity Brands' consolidated fiscal 2021
sales and profits will be down about 10% from fiscal 2019. While we
do not expect the company to fully restore organic revenue until
2023, our forecast incorporates permanent cost savings from
management initiatives (including centralizing administrative
functions and rationalizing procurement spend) to help drive
profitability in 2022 ahead of 2019. Still, we expect weak credit
metrics, with leverage improving to the mid-8x area at the end of
fiscal 2022 from about 10x at the end of fiscal 2021."
Notwithstanding recently improving trends, unfavorable coronavirus
developments could slow the company's path to recovery. S&P said,
"The delta variant and potential other virus mutations pose a risk
to our forecast. Our base-case forecast assumes schools move
forward with reopening plans in the fall and resume sport seasons
as regularly scheduled. But demand for all of Varsity Brands'
products would weaken if COVID-19 infection rates rise
substantially (particularly among children) and school reopening
plans and sports seasons are again postponed. Global supply chain
disruptions could also modestly dampen BSN Sports' solid near-term
growth prospects. While order rates have been strong, the company
may have difficulty fulfilling them because of global shipping
bottlenecks, which hinder its ability to import containers of
apparel and other merchandise. We expect higher freight rates and
commodity costs could also modestly pressure margins, though we
expect Varsity Brands will partly offset these costs with price
increases."
The potential long-term effects of the pandemic on the cheerleading
and scholastic achievement businesses remain a relative unknown.
With Varsity Spirit and Herff Jones still trending well below 2019,
S&P is uncertain whether the virus will have more lasting negative
effects. Orders for cheerleading apparel remain about 15% below
2019, which may only reflect a short-term impact from the virus.
But there is also potential for a shift in sector dynamics,
including lower long-term participation rates or a more intense
competitive landscape in an industry the company has historically
dominated.
School contract signings for yearbooks are also depressed, and
pre-pandemic demand may not return. The lower contract signings
could be attributable to delays as schools focus on reopening, but
yearbook demand was already softening prior to the pandemic, partly
because the company's target consumer is increasingly digitally
focused. The pandemic could further accelerate this trend. S&P
said, "Our forecast assumes revenue from these businesses remain
lower than 2019 over the next couple of years, but we will not have
a clearer view of the long-term outlook until the environment
normalizes. We do expect, however, continued recovery in demand for
graduation caps and gowns."
Leverage will likely remain elevated for the long term given
management's appetite for acquisitions. Despite still very high
leverage, management will likely resume its active acquisition
strategy given its adequate liquidity. S&P said, "While we expect
most merger and acquisition (M&A) activity will center around small
roll-ups of local dealers to complement BSN Sports' business, we
believe the company's aggressive strategy will likely cause
leverage to be sustained at very high levels over the next few
years even if the business fully recovers."
S&P said, "Our ratings assume no material unfavorable litigation
outcomes. Certain of Varsity Brands' subsidiaries are defendants in
three class action lawsuits alleging it monopolizes the nationwide
cheerleading competition and apparel markets. One case alleges that
the company controls 80% of the competition market, 80% of the
apparel market, and 75% of the camp market, as well as the
industry's major rulemaking organizations, USA Cheer and the U.S.
All Star Federation. Among anticompetitive behaviors alleged in the
lawsuits are that the company increased prices on cheerleading
events after acquiring its largest competitors and forced teams to
stay at company-approved hotels to participate in competitions. The
plaintiffs seek monetary damages, restrictions against the
company's alleged anticompetitive control, and a breakup of the
industry, including the rulemaking organizations. Separately, a
civil negligence case was filed in connection with the alleged
criminal conduct of an individual previously affiliated with the
company. We do not believe the cases have reached trial stage. Our
base-case forecast assumes no adverse outcomes that would impair
the company's business or credit metrics, though it's a risk.
"Our stable outlook on Varsity Brands reflects our expectation for
a solid operating performance from BSN Sports and a slower recovery
from Varsity Spirit and Herff Jones, resulting in improved, albeit
still very weak, credit metrics. This includes leverage improving
to the mid-8x area and EBITDA interest coverage in the mid-1x area
in fiscal 2022. We expect the company will maintain adequate
liquidity as it continues its path toward full recovery. We also
assume no unfavorable litigation developments that would materially
affect the company's credit metrics or competitive position.
"We could raise the rating if Varsity Brands continues its path to
recovery and realizes enhanced profit margins from cost-saving
initiatives, resulting in EBITDA interest coverage above 1.5x and
free cash flow approaching $50 million.
"We could lower the rating if favorable operating trends reverse
and free cash flow turns negative, EBITDA interest coverage is
sustained close to 1x, or we view the risk of a default or debt
restructuring over the next 12 months as likely."
VERRINO CONSTRUCTION: Hits Chapter 7 Bankruptcy Protection
----------------------------------------------------------
Orion Jones of The Real Deal reports that three years after his
construction firm, Verrino Construction Services, emerged from
Chapter 11, Richard Verrino says his company is broke again --- and
so is he.
Verrino recently threw two companies into bankruptcy -- a
construction consultancy with projects in Manhattan and an LLC in
Westchester County. He declared personal bankruptcy in early July
2021.
Verrino and his companies filed for Chapter 7 bankruptcy, meaning a
court-appointed trustee will sell his personal and corporate assets
to pay his creditors. An attorney for Verrino said the businesses
are no longer making money and that his client "is entitled to
relief."
"The bankruptcies are a little unusual," said Schuyler Carroll, an
attorney at the law firm Loeb & Loeb, not only because it is
uncommon for companies and their officers to seek relief
concurrently, but because Verrino and his companies appear to claim
ownership of identical assets.
"These companies might be better off in Chapter 11," said Carroll,
because the debtor could retain assets and reorganize debt.
Lengthy reorganizations, however, can be costly for small
companies, said Carroll -- a lesson Verrino may have learned when
his firm filed for Chapter 11 protection in 2018.
About Verrino Construction
Verrino Construction Services Corp. -- http://vcs-corp.com/-- is a
full-service construction management firm offering construction
services. Established in 2000, the Company offers pre-construction
analysis, construction administration and consulting services. VCS
has successfully managed major commercial construction projects
consisting of retail, office, hospitality and entertainment-based
clients. VCS is headquartered in Armonk, New York.
Verrino Construction Services filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 18-23035) on July 2, 2018. In the petition
signed by Richard Verrino, president, the Debtor was estimated to
have up to $50,000 in assets and $1 million to $10 million in
liabilities. The Hon. Robert D. Drain oversaw the case. Hugh L.
Rothbaum, Esq., at Hugh L. Rothbaum, PLLC, served as bankruptcy
counsel; and LaGreca and LaGreca served as accountants.
Richard A Verrino filed a Chapter 7 petition (Bankr. S.D.N.Y. Case
No. 21-bk-22390) on July 1, 2021.
Verrino Construction Services Corp. sought Chapter 7 protection
(Bankr. S.D.N.Y. Case No. 18-22478) on Aug. 16, 2021. The case is
handled by Honorable Judge Robert D. Drain. Todd S. Cushner, of
Cushner & Associates, P.C., is the Debtor's counsel.
W.E. MCDONALD: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: W. E. McDonald & Son, LLC
12334 Hwy 165
Glenmora, LA 71433
Business Description: W. E. McDonald & Son, LLC is engaged in the
business of highway, street, and bridge
construction.
Chapter 11 Petition Date: August 20, 2021
Court: United States Bankruptcy Court
Western District of Louisiana
Case No.: 21-80326
Judge: Hon. Stephen D. Wheelis
Debtor's Counsel: Bradley L. Drell, Esq.
GOLD, WEEMS, BRUSER, SUES & RUNDELL
POB 6118
Alexandria, LA 71307-6118
Tel: (318) 445-6471
Fax: (318) 445-6476
Email: bdrell@goldweems.com
Total Assets: $9,579,596
Total Liabilities: $6,035,196
The petition was signed by James W. McDonald, Jr. as managing
member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/BDJH23I/W_E_McDonald__Son_LLC__lawbke-21-80326__0001.0.pdf?mcid=tGE4TAMA
WILDWOOD VILLAGES: Wins Cash Collateral Access Thru Sept 17
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Jacksonville Division, has authorized Wildwood Villages LLC to use
cash collateral on an interim basis through September 17, 2021, in
accordance with the budget, with a 10% variance.
To adequately protect Level Four, Citizens First Bank and/or any
other potentially secured creditors in connection with the use by
the Debtor of any Cash Collateral and other property upon which
security interests and liens may have been previously granted by
the Debtor to the secured creditors, the Court confirms the grant,
assignment and pledge by the Debtor to the secured creditors of a
post-petition security interest and replacement lien in the secured
creditor's Pre-Petition Collateral, any of its goods, property,
assets and interests in property in which the secured creditors may
have held a lien or security interest prior to the Petition Date.
The replacement lien will also apply to any funds recovered by the
bankruptcy estate pursuant to avoidance actions arising under
Sections 542 through 550 of the Bankruptcy Code to the extent the
secured creditor had a lien on the fund(s) prior to the Petition
Date.
As further adequate protection to Citizens First Bank, (a) the
Debtor will pay all payments due to Citizens First Bank, pursuant
to the operative loan documents, and as reflected in the Budget;
(b) the Debtor will maintain and provide proof of insurance to
Citizens First Bank, upon request; and (c) Citizens First Bank will
be entitled to reasonably inspect is collateral and the Debtor's
financial books and records that contain information regarding
Citizens First Bank's collateral, upon request. Further adequate
protection payments will be determined at the final hearing
scheduled by the Court.
As further adequate protection to Level Four, (a) the Debtor will
pay all payments due to Level Four pursuant to the operative loan
documents, and as reflected in the Budget; (b) the Debtor will
maintain and provide proof of insurance to Level Four, upon
request; and (c) Level Four will be entitled to reasonably inspect
is collateral and the Debtor's financial books and records that
contain information regarding Level Four's collateral, upon
request. Further adequate protection payments will be determined at
the final hearing scheduled by the Court.
A copy of the order and the Debtor's three-month budget is
available for free at https://bit.ly/3hSYgIB from
PacerMonitor.com.
The Debtor projects total income of $70,520 and total expenses of
$45,926.39 for August 2021.
About Wildwood Villages
Wildwood Villages, LLC is a Wildwood, Fla.-based company engaged in
activities related to real estate.
Wildwood Villages filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
20-02569) on Aug. 28, 2020. Jonathan Woods, manager, signed the
petition. The Debtor disclosed $3,150,861 in assets and $3,428,386
in liabilities.
Matthew S. Kish, Esq., at Shapiro Blasi Wasserman & Hermann, PA,
represents the Debtor as legal counsel.
WOODSTOCK LANDSCAPING: Wins Interim OK to Use Cash Collateral
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York has
approved the stipulation entered into by Woodstock Landscaping &
Excavating, LLC and secured creditor, Commercial Credit Group Inc.,
authorizing the Debtor to use cash collateral on an interim basis
to pay post-petition expenses, pursuant to the approved budget.
The Debtor asserts that it requires continued post-petition use of
the Cash Collateral to operate its business, and that CCG is
entitled to adequate protection of its interests therein.
The parties agree that as of the Petition Date, the Debtor was
obligated to CCG on a commercial equipment loan, which is evidenced
by a Negotiable Promissory Note and Security Agreement executed by
the Debtor and payable to CCG dated March 3, 2021, in the face
amount of $123,084.
Pursuant to the Note, the Debtor granted CCG security interests and
liens in and upon a 2104 Caterpillar 730C Articulated Dump Truck
bearing s/n TFF00260, as well as the Debtor's other assets, which
in part, constitute "cash collateral" as defined in 11 U.S.C. Sec.
363(a).
CCG properly perfected its pre-petition security interests in the
Cash Collateral and Equipment Collateral by filing UCC-1 Financing
Statements with the New York Secretary of State and having its
liens noted on the face of certificates of title, as appropriate.
As of the Petition Date, the Debtor owed $100,217 on the Note, plus
subsequently accruing interest and other charges, including legal
expenses recoverable under the Loan Documents. Based solely on
comparable sale data, CCG and the Debtor believe the Equipment
Collateral may have a value of approximately $135,000.
As adequate protection for the Debtor's use of cash collateral, CCG
is granted post-petition liens against the same types of property
of the Debtor, to the same validity, extent and priority, as
existed as of the Petition Date, wherever located, effective as of
the Petition Date. Said liens will be deemed for all purposes to
have been properly perfected, without filing, as of the Petition
Date.
Commencing on August 22, 2021 and continuing on the 15th day of
each month thereafter, the Debtor will remit monthly post-petition
payments to CCG in the monthly amount of $3,419, such monthly
payments to continue until further order of the Court, or until the
Indebtedness is paid in full with interest.
In addition, the Debtor will provide CCG with a proof of adequate
insurance on the collateral, and will serve the Debtor's monthly
operating reports on CCG and its counsel. The Debtor is also
directed to timely pay payroll tax deposits and timely file payroll
tax returns as required by law; and to provide the IRS, the NYSDTF
and their counsel with the Debtor's monthly operating reports when
filed.
A copy of the interim order is available for free at
https://bit.ly/37MmNbS from PacerMonitor.com.
About Woodstock Landscaping & Excavating, LLC
Woodstock Landscaping & Excavating, LLC --
http://www.wdstlandscaping.com/-- operates a landscape
installation, maintenance and general excavating business in Ulster
County, New York. Its primary customers are real estate developers
and builders in the Mid-Hudson Valley, although it also services
commercial accounts. The Debtor maintains a nursery in West Hurley,
New York.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 21-35565) on July 22, 2021. In the
petition signed by Theresa Gutierrez, managing member, the Debtor
disclosed up to $500,000 in both assets and liabilities.
Judge Cecelia G. Morris oversees the case.
Michael D. Pinsky, Esq. at Law Office of Michael D. Pinsky, P.C. is
the Debtor's counsel.
[*] Bankruptcy Lending Is Very Profitable
-----------------------------------------
Kenneth Rosen and Wojciech Jung of Lowenstein Sandler LLP wrote an
article on JDSupra titled "Bankruptcy Lending Is Very Profitable."
In a historically low interest rate environment, where can you find
returns in the double digits? Surprisingly, the answer is in
chapter 11 bankruptcy cases as a "DIP" (debtor in possession)
lender.
DIP Loans Can Be Lucrative
DIP lending has become a big business. With sufficient diligence on
the business and adequate collateral, coupled with reasoned
documentation and constant monitoring of the borrower's activities,
DIP loans can be relatively safe and lucrative.
Potential chapter 11 debtors typically are starved for working
capital and in need of a lifeline. They often operate at distressed
levels for a period of time and seek rescue financing when equity
holders are no longer willing to, or cannot, fund them. By that
time, inventory levels may have been depleted, vendors may have
stopped shipping, and deliveries to customers may have slowed up.
Upon commencing a chapter 11 bankruptcy case, the debtor must
quickly move to restore customer and vendor confidence. DIP
financing is thus critical to jump-start the debtors' business and
to increase the likelihood of a successful reorganization achieved
through confirmation of a plan of reorganization or a sale of the
business in a competitive environment.
Traditional prebankruptcy lenders may not understand chapter 11,
including the benefits (and some burdens) that come with it. Some
may be uncomfortable lending to distressed customers or borrowers
in bankruptcy. Those that continue to lend often do so by burdening
the debtor with unreasonably short runways within which to
promulgate a plan of reorganization or to consummate a sale. In
other cases, prebankruptcy lenders may have ulterior motives, such
as to acquire their collateral (and the debtor's business) in
exchange for the secured debt, while subjecting the debtor to
precipitous case milestones and deadlines. Such requirements may be
too burdensome to managers striving to preserve the business,
retain employees, and maximize value.
The high cost of DIP financing is not objectionable to management
when coupled with other terms that are beneficial and address the
borrower’s other important needs. For example, a funding package
that provides the debtor with adequate working capital (as opposed
to the bare minimum or insufficient capital typically offered by
preexisting lenders) to reorganize and gives the debtor more time
to develop strategy and more flexibility to operate and restructure
its business more than offsets the cost of the loan. In addition, a
DIP lender's ability to provide a larger-than-necessary DIP loan
will inspire vendor and customer confidence, further justifying
management's pursuit of a DIP loan bearing higher costs. From the
debtor's perspective, the increased cost of borrowing from the new
DIP lender is outweighed by the projected incremental value to the
debtor’s business as a result of the funding and flexibility
provided by the DIP lender.
A DIP lender is compensated throughout the process for its efforts.
A debtor is generally required to fund the prospective DIP
lender’s professional fees and costs related to the DIP lender's
diligence and documentation of the loan. In addition to seeking
higher interest rates, DIP lenders often demand payment of various
fees, ranging from an upfront fee for establishing the loan, an
unused line of credit fee, a monitoring fee, and a prepayment fee
to an exit fee upon repayment, a restructuring fee, or some other
defined trigger-point fee. These fees effectively increase the cost
of money to the debtor and, similarly, the return to the lender.
They also ensure that the lender's stated interest rate is not
diluted by administrative costs.
The Key To Being A DIP Lender
Given that DIP loans are often sought on an expedited timeline, a
DIP lender must be nimble and capable of moving quickly. The key to
being a DIP lender is understanding the real liquidation value of
the proposed collateral as well as the potential costs of
liquidation (including administrative costs, indirect costs, and
professional fees) and litigation if the borrower's restructuring
strategy is not successful. A DIP lender’s ability to ascertain
whether the debtor's management team warrants its confidence and to
limit the lending to the borrower's net liquidation value are also
imperative to a successful DIP loan. A new DIP lender avoids
overexposure by requiring the borrower to adhere to adequate
borrowing base formulas and providing for a controlled and
expedited liquation of its collateral upon the debtor’s default
on its loan obligations.
DIP financing often provides for a safer and more secure lending
environment than what may be available outside of bankruptcy. To
begin with, a DIP lender does not advance any money until the
bankruptcy court has entered an order approving the DIP loan.
Therefore, the new loan, once approved, is immune from potential
challenges down the road. A DIP loan typically offers shorter
maturity and is secured by substantially all of the debtor's
assets. The security interests granted in and liens obtained on
substantially all of the debtor's assets may be perfected simply by
the judge's signing the DIP financing order (even though many
lenders nevertheless record their security interests in accordance
with applicable law). Further, the bankruptcy court's order will
typically dictate the priority of the DIP loan relative to all
other obligations of the debtor–which further ensures that the
DIP lender remains in the most senior position ahead of
substantially all other creditors and interest holders.
Lending outside of bankruptcy, on the other hand, leaves the lender
potentially exposed to defects or other shortcomings in its
collateral package (whether through documentation mistakes or
perfection errors), delays associated with enforcement of defaults,
and frustration of remedial efforts. Unlike when lending to a
chapter 11 debtor that is required to adhere to court-approved
budgets and to provide ample disclosures of its business operations
and assets, a typical business lender is more reliant and dependent
upon the trustworthiness of management and their disclosures.
DIP lenders can also protect their loans through other means. They
can insist on covenants and other protections that would not be
agreeable to borrowers outside of bankruptcy. The DIP lenders often
dictate the DIP lending terms, such as the need for the lender's
prior approval of a plan of reorganization or liquidation, a sale
transaction and the use and application of proceeds realized from
asset sales, setting milestones for achieving certain bankruptcy
objectives (ranging from sale milestones to filing deadlines for a
plan or a disclosure statement, or addressing important contracts
or leases), prohibition against future loans with priority senior
to that of the DIP lender, and requiring detailed financial
reporting. A covenant breach under a DIP loan will typically
trigger a default, enabling the lender to act quickly.
Chapter 11 is intended to be transparent. Close monitoring of the
debtor's operations by the DIP lender (paid for by the borrower as
an additional cost of borrowing) is standard. There also are
frequent (often weekly) financial reporting requirements. And all
actions outside the ordinary course of the debtor's business
require approval of the bankruptcy court which, in turn, keeps the
DIP lender well informed throughout the process.
DIP lenders willing to act quickly and capable of thoroughly doing
diligence on the transaction (and the borrower) and closely
monitoring the borrower can minimize the risk associated with DIP
loans. DIP loans, creatures of chapter 11, provide a unique
opportunity for higher returns that are not available to lenders
outside of bankruptcy.
[^] BOND PRICING: For the Week from August 16 to 20, 2021
---------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
Assertio Therapeutics Inc ASRT 2.500 97.976 9/1/2021
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Basic Energy Services Inc BASX 10.750 9.724 10/15/2023
Basic Energy Services Inc BASX 10.750 9.750 10/15/2023
Buffalo Thunder
Development Authority BUFLO 11.000 50.000 12/9/2022
Clovis Oncology Inc CLVS 2.500 97.518 9/15/2021
Constellation Brands Inc STZ 2.650 102.792 11/7/2022
EQT Corp EQT 8.990 98.307 9/1/2021
Energy Conversion Devices ENER 3.000 7.875 6/15/2013
Energy Future Competitive
Holdings Co LLC TXU 0.928 0.072 1/30/2037
Federal Farm Credit Banks
Funding Corp FFCB 1.330 99.261 5/18/2027
Federal Home Loan Banks FHLB 1.125 99.258 6/26/2026
Federal Home Loan Banks FHLB 2.000 99.354 5/27/2031
Federal Home Loan Banks FHLB 0.750 99.305 5/27/2025
Federal Home Loan Banks FHLB 0.500 99.296 8/27/2024
GNC Holdings Inc GNC 1.500 1.250 8/15/2020
GTT Communications Inc GTTN 7.875 10.133 12/31/2024
GTT Communications Inc GTTN 7.875 10.501 12/31/2024
Goodman Networks Inc GOODNT 8.000 39.336 5/11/2022
International Paper Co IP 3.550 106.083 6/15/2029
MAI Holdings Inc MAIHLD 9.500 16.792 6/1/2023
MAI Holdings Inc MAIHLD 9.500 16.792 6/1/2023
MAI Holdings Inc MAIHLD 9.500 19.750 6/1/2023
MF Global Holdings Ltd MF 9.000 15.625 6/20/2038
MF Global Holdings Ltd MF 6.750 15.625 8/8/2016
Navajo Transitional
Energy Co LLC NVJOTE 9.000 65.000 10/24/2024
Nine Energy Service Inc NINE 8.750 50.542 11/1/2023
Nine Energy Service Inc NINE 8.750 51.536 11/1/2023
Nine Energy Service Inc NINE 8.750 52.484 11/1/2023
OMX Timber Finance
Investments II LLC OMX 5.540 0.350 1/29/2020
Prudential Financial Inc PRU 3.500 106.369 5/15/2024
Raytheon Co RTN 2.500 101.860 12/15/2022
Renco Metals Inc RENCO 11.500 24.875 7/1/2003
Resideo Funding Inc REZI 6.125 105.207 11/1/2026
Revlon Consumer Products REV 6.250 45.101 8/1/2024
Riverbed Technology Inc RVBD 8.875 67.250 3/1/2023
Riverbed Technology Inc RVBD 8.875 67.250 3/1/2023
Rolta LLC RLTAIN 10.750 2.135 5/16/2018
SeaWorld Parks &
Entertainment Inc SEAS 9.500 107.903 8/1/2025
SeaWorld Parks &
Entertainment Inc SEAS 9.500 107.986 8/1/2025
Sears Holdings Corp SHLD 6.625 1.260 10/15/2018
Sears Holdings Corp SHLD 6.625 2.224 10/15/2018
Sears Roebuck Acceptance SHLD 7.500 1.059 10/15/2027
Sears Roebuck Acceptance SHLD 6.750 0.866 1/15/2028
Sears Roebuck Acceptance SHLD 7.000 1.057 6/1/2032
Sears Roebuck Acceptance SHLD 6.500 1.051 12/1/2028
Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014
Talen Energy Supply LLC TLN 4.600 86.012 12/15/2021
Talen Energy Supply LLC TLN 6.500 39.500 9/15/2024
Talen Energy Supply LLC TLN 6.500 39.500 9/15/2024
Tanger Properties LP SKT 3.750 107.059 12/1/2024
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
Wolverine World Wide Inc WWW 6.375 106.755 5/15/2025
*********
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
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*********
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,
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Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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