/raid1/www/Hosts/bankrupt/TCR_Public/210908.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, September 8, 2021, Vol. 25, No. 250
Headlines
12 UNIVERSITY LLC: Taps Davis Miles as New Bankruptcy Counsel
232 SEIGEL: Lenders Say Amended Disclosures Inaccurate
8533 GEORGETOWN: US Trustee Wants Treatment of Class 4 Clarified
AA VARELA: Seeks to Employ Adam Law Group as Bankruptcy Counsel
AARNA HOTELS: May Use Cash Collateral Thru Sept 14
ADVANCED TISSUE: Seeks to Hire Keech Law Firm as Legal Counsel
AETERNA ZENTARIS: Incurs US$2 Million Net Loss in Second Quarter
AFFORDABLE CONCRETE: Gets OK to Hire Kutner Brinen as Legal Counsel
AGILON ENERGY: Obtains Interim Nod on $30MM DIP Financing
ALPHA LATAM: Seeks to Hire AlixPartners LLP as Financial Advisor
ALPHA LATAM: Seeks to Hire Prime Clerk as Administrative Advisor
ALPHA LATAM: Seeks to Hire Richards Layton & Finger as Co-Counsel
ALPHA LATAM: Seeks to Hire White & Case as Legal Counsel
ASHA PROPERTY: Voluntary Chapter 11 Case Summary
AULT GLOBAL: Increases Stake in Friedman Industries to 6.75%
AVIANCA HOLDINGS: Stocks Tumbled 45% as It Preps Up Bankruptcy Exit
AYTU BIOPHARMA: Armistice Capital Reports 4.9% Equity Stake
BESTHOST INN: Seeks Access to EDD's Cash Collateral
BLACK OAK: Voluntary Chapter 11 Case Summary
BLADE GLOBAL: Taps Michael Kasolas as Chief Restructuring Officer
CALIFORNIA INDEPENDENT: Files for Chapter 11 Bankruptcy Protection
CERTA DOSE: Wins Cash Collateral Access Thru Sept 21
CF&G ENTERPRISES: Final Cash Collateral Order Entered
CLASSIC ACQUISITIONS: Taps Pitts, Hay & Hugenschmidts as Counsel
CYTODYN INC: Raises $3.87 Million Through Private Placement
DEERFIELD PLACE: Case Summary & 7 Unsecured Creditors
DIAMONDHEAD CASINO: Incurs $2.2 Million Net Loss in 2020
DK PROPERTIES: Case Summary & 3 Unsecured Creditors
DRIVE SHACK: Incurs $1.97 Million Net Loss in Second Quarter
EAST HUDSON LEVEL: Seeks OK on Cash Deal for Mediation Fees
EMPIRE PETROLEUM: Incurs $5.3 Million Net Loss in Second Quarter
EVOLUTIONARY GENOMICS: Incurs $554K Net Loss in Second Quarter
GBG USA: $16MM DIP Term Loan OK'd on Final Basis
GEVO INC: Incurs $18.3 Million Net Loss in Second Quarter
GRAN TIERRA: Appoints Alison Redford to Board of Directors
GROWLIFE INC: Closes $335K Funding Transactions With Bucktown
INTERSTATE UNDERGROUND: Seeks to Employ CBIZ MHM as Accountant
LATAM AIRLINES: No Plan of Selling to Rival Azul, Says CEO
LECLAIRRYAN PLLC: Trustee Seeks Cash from Company's Ex-Partners
MADU INC: Case Summary & Unsecured Creditor
MALLINCKRODT PLC: Claimants Say No Excuse to Delay Discovery
MALLINCKRODT PLC: Reaches Deal with Opioid Related Creditors
MTE HOLDINGS: Gets Court Approval for Reorganization Plan
NEOVASC INC: To Participate in H.C. Wainwright Annual Conference
NEXTERA ENERGy: Texas SC Won't Review Scuttled $18 Bil. Deal
NEXTPLAY TECHNOLOGIES: Inks Exchange Agreement With Streeterville
OZOP ENERGY: Subsidiary Hires Risk Management as Advisor
PAPER SOURCE: Case Dismissed After Assets Sale
PARADISE REDEVELOPMENT: Taps Benyam Mulugeta as Real Estate Agent
PETROLIA ENERGY: Signs Deal to Divest Canadian Unit for C$6.5M
PETROLIA ENERGY: Zel Khan Resigns as CEO
PHILIPPINE AIRLINES: Ch.11 Filing Prompts Insolvency Law Review
PHILIPPINE AIRLINES: Filing Won't Affect Passengers, Employees
PHILIPPINE AIRLINES: Lucio Tan Promises Full Support
PHILIPPINE AIRLINES: Seeks $505MM DIP Loan from Equity Holders
PHUNWARE INC: Appoints Former Lawmaker, Tech Exec to Board
PROSPECT-WOODWARD: Taps Hinckley, Allen & Snyder as Special Counsel
PURDUE PHARMA: Washington AG Ferguson to Appeal Bankruptcy Plan
RECON MEDICAL: Seeks Cash Collateral Access
REMINGTON ARMS: Sued Sandy Hook to Get Slain Children's Records
ROCKWORX INC: Wins Cash Collateral Access Thru Nov 2021
RUNAMUK RIDES: IRS Says Amended Plan Not Confirmable
SALINE LODGING: Case Summary & 16 Unsecured Creditors
SAN DIEGO TACO: Seeks Cash Collateral Access
SANTA CLARITA LLC: Seeks to Hire J.S. Held as Financial Expert
SEQUENTIAL BRANDS: Gets Interim OK on $150MM DIP Loan
SOUTH PARK CLUBHOUSE: Taps Terri Sokoloff as Real Estate Broker
SPHERATURE INVESTMENTS: Unsecureds' Recovery "Unknown" in Plan
SRI VARI CRE: Wins Cash Collateral Access Thru Sept 14
SUNERGY CALIFORNIA: Trustee Taps Nuti Hart as Legal Counsel
TERRA SANTA: Ramsi's Cafe Files for Chapter 11 Bankruptcy
TOUGHBUILT INDUSTRIES: Incurs $7.4-Mil. Net Loss in Second Quarter
TRAXIUM LLC: Seeks to Hire Stark & Knoll as Special Counsel
VERITAS FARMS: Michael Krouskos Quits as Chief Customer Officer
VIZIV TECHNOLOGIES: $10.7M Sale to KBST to Fund Plan
WASHINGTON PRIME: Gets Court Approval for $911-Mil. Chapter 11 Plan
WASHINGTON PRIME: To Delist Preferred,Common Stocks From NYSE
WASHINGTON PRIME: Winstead Updates on Non-RSA Bondholders
WC MET CENTER: Voluntary Chapter 11 Case Summary
WILLCO X DEVELOPMENT: Has Deal on Cash Collateral Use Thru Oct 15
[*] 4 Pharmaceutical Firms Move Forward w/ $26-Bil. Opioid Deal
[*] Fewer Bankruptcy Filings for Real Estate Companies in 2021
*********
12 UNIVERSITY LLC: Taps Davis Miles as New Bankruptcy Counsel
-------------------------------------------------------------
12 University, LLC received approval from the U.S. Bankruptcy Court
for the District of Arizona to employ Davis Miles McGuire Gardner,
PLLC to substitute for Allan D. NewDelman, PC.
The firm's services include:
a. advising the Debtor as to its rights, duties and powers under
the Bankruptcy Code;
b. preparing and filing statements of financial affairs,
bankruptcy schedules, Chapter 11 plan and other documents;
c. representing the Debtor at all hearings, meetings of
creditors, conferences, trials and other proceedings in its
bankruptcy case; and
d. performing other necessary legal services.
The firm's hourly rates are as follows:
Partner $340 - $425 per hour
Associate Attorney $220 - $295 per hour
Paralegal $150 per hour
Davis received a retainer fee in the amount of $5,000 from James L.
Diller, the Debtor's principal. The firm holds $5,000 in trust for
the Debtor.
Pernell McGuire, Esq., at Davis, disclosed in a court filing that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Pernell W. McGuire, Esq.
M. Preston Gardner, Esq.
Davis Miles McGuire Gardner, PLLC
40 E. Rio Salado Parkway, Suite 425
Tempe, AZ 85281
Tel: (480) 733-6800
Fax: (480) 733-3748
Email: pgardner@davismiles.com
pmcguire@davismiles.com
efile.dockets@davismiles.com
About 12 University LLC
12 University, LLC filed its voluntary petition for Chapter 11
protection (Bankr. D. Ariz. Case No. 20-11567) on Oct. 19, 2020,
listing as much as $1 million in both assets and liabilities.
Judge Brenda Moody Whinery oversees the case.
Davis Miles McGuire Gardner, PLLC and Nathanson Law Firm serve as
the Debtor's bankruptcy counsel and special counsel, respectively.
The Debtor also tapped FORSarchitecture, LLC, a Tucson, Ariz.-based
full-service architecture and interior design firm.
232 SEIGEL: Lenders Say Amended Disclosures Inaccurate
------------------------------------------------------
DB 232 Seigel LLC ("Senior Lender") and DB 232 Seigel Mezz LLC
("Mezz Lender", and together with Senior Lender, the "Lenders"),
objects to the approval of the Third Amended Joint Disclosure
Statement of 232 Seigel Development LLC (Development) and 232
Seigel Acquisition LLC (Acquisition).
On December 31, 2021, the Lenders filed an objection (the "Initial
Disclosure Statement Objection") to the Debtors' Second Amended
Disclosure Statement, requesting that the Debtors correct certain
ambiguities and other errors and provide additional disclosure
relevant to consideration of the Debtors' Second Amended Plan. In
response, the Debtors then filed their Disclosure Statement and its
accompanying Third Amended Joint Plan.
While the new Disclosure Statement and Plan address certain of the
Lenders' previously-expressed concerns by including the Court
ordered outside dates regarding the auction and sale of the
Property, several inconsistencies raised by the Initial Disclosure
Statement Objection remain and have not been addressed. In
addition, the new Disclosure Statement and Plan filings create
further ambiguities that must be rectified before the Disclosure
Statement can be approved.
At a minimum, in addition to those issues previously raised in the
Initial Disclosure Statement Objection, the Disclosure Statement
should be revised to address the following:
* the Disclosure Statement does not accurately recite the
amount of potentially allowable claims scheduled and filed against
the Debtors' estates;
* the Disclosure Statement does not adequately disclose
whether the Debtors dispute the Lenders' "Development Class 1" and
"Acquisition Class 2" secured claims, and whether the Debtors
intend to object to the allowance of such claims and/or object to
the Lenders' ability to credit bid prior to any auction for the
Property pursuant to section 363(k) of the Bankruptcy Code;
* the Disclosure Statement does not identify or value the
estates' Avoidance Actions, including claims relating to a large
loan repayment made to an insider during the insider preference
period;
* additional disclosure should be provided with respect to the
Prepetition Purchaser's Down Payment; and
* the Disclosure Statement does not make clear that the Plan's
"Recapitalization Option" will not release, enjoin, or otherwise
affect the Lenders' security interest in and mortgage on the
Property in any way.
The Plan also contains several legal improprieties that may
preclude confirmation, and which at the least require additional
disclosure. The Disclosure Statement and Plan must be revised to
correct and clarify all previously identified and newly identified
issues such that parties-in-interest are afforded an opportunity to
make a fully informed decision on the merits of the Plan and its
impact on their claims and rights.
A full-text copy of the Lenders' objection dated September 6, 2021,
is available at https://bit.ly/38JqvUj from PacerMonitor.com at no
charge.
Counsel for DB 232 Seigel LLC & DB 232 Seigel Mezz:
THOMPSON COBURN HAHN & HESSEN LLP
488 Madison Avenue
New York, NY 10022
(212) 478-7200
Joshua I. Divack
Zachary G. Newman
Jacob T. Schwartz
Jose A. Fernandez
About 232 Seigel Acquisition
232 Seigel Acquisition classifies its business as Single Asset Real
Estate (as defined in 11 U.S.C. Section 101(51B)). 232 Seigel
Acquisition is the owner of a fee simple title to certain real
property in Brooklyn, New York, having a comparable sale value of
$18 million.
232 Seigel Development LLC and 232 Seigel Acquisition LLC sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 20-22844 to
20-22845) on July 14, 2020. 232 Seigel Acquisition disclosed total
assets of $18,000,000 and total liabilities of $7,112,316. The
Honorable Robert D. Drain is the case judge. The Debtors tapped
Mark Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, as
counsel.
8533 GEORGETOWN: US Trustee Wants Treatment of Class 4 Clarified
----------------------------------------------------------------
John P. Fitzgerald, III, Acting United States Trustee for Region 4,
objects to the Disclosure Statement of 8533 Georgetown Pike, LLC.
The Debtor's owns a house in McLean, Virginia. This bankruptcy was
filed to stop a foreclosure on the house. The disclosure statement
should not be approved for dissemination because:
* The Debtor should propose dates for selling the house or
refinancing the loan, not the Court. Creditors will either accept
or reject the proposed dates by their votes on confirmation. Fixed
dates are necessary for the sale or refinancing of the house;
otherwise, the plan is unenforceable.
* The disclosure statement should discuss what will be done if
the house is not sold or refinanced by a date certain. Past efforts
to sell or refinance the house need to be disclosed and why they
were not accomplished.
* Class 4 are the claims of the general unsecured creditors.
The amount each claim in Class 4 and the amount to be paid should
be disclosed in both the disclosure statement and plan.
* Class 4 is impaired. This should be stated more clearly. The
members of Class 4 will not receive any payment until the house is
sold or refinanced.
A full-text copy of the United States Trustee's objection dated
September 6, 2021, is available at https://bit.ly/3kT77tC from
PacerMonitor.com at no charge.
About 8533 Georgetown Pike
Great Falls, Va.-based 8533 Georgetown Pike, LLC filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Va. Case No. 21-11000) on June 1, 2021. Raymond Rahbar,
manager, signed the petition. John P. Forest, II, Esq. serves as
the Debtor's legal counsel.
AA VARELA: Seeks to Employ Adam Law Group as Bankruptcy Counsel
---------------------------------------------------------------
AA Varela Properties, LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire Adam Law Group,
P.A. to serve as legal counsel in its Chapter 11 case.
The firm's services include:
(a) advising the Debtor with respect to its powers and
duties;
(b) preparing all necessary pleadings associated with the
administration of the case;
(c) representing the Debtor at all court proceedings;
(d) protecting the interests of the Debtor in all matters
pending before the court; and
(e) representing the Debtor in negotiations with creditors and
in the preparation of its disclosure statement and plan of
reorganization.
Thomas Adam, Esq., the firm's attorney who will be providing the
services, will be paid at an hourly rate of $350.
The Debtor paid $7,000 to the law firm as a retainer fee.
Mr. Adam disclosed in a court filing that he is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
Mr. Adam can be reached at:
Thomas C. Adam, Esq.
Adam Law Group, P.A.
326 N. Broad St., Suite 208
Jacksonville, FL 32202
Tel: (904) 329-7249
Fax: (904) 615-6561
Email: tadam@adamlawgroup.com
About AA Varela
AA Varela Properties, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-02049) on Aug. 23,
2021, listing as much as $50,000 in both assets and liabilities.
Alvaro Varela, owner, signed the petition. The Debtor tapped Thomas
Adam of Adam Law Group, P.A. as legal counsel.
AARNA HOTELS: May Use Cash Collateral Thru Sept 14
--------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina, Charlotte Division, has authorized Aarna Hotels, LLC to
use cash collateral through 11:59 p.m. on September 14, 2021, the
date of the continued hearing on the Debtor's cash collateral
motion.
The Debtor and its secured lender, M2 Charlotte Airport, LLC, have
agreed that the Debtor may continue using cash collateral through
and including the date of the continued hearing on the conditions
set forth in the First Interim Order.
A copy of the order is available for free at https://bit.ly/38Hhpr2
from PacerMonitor.com.
The September 14 hearing will be held at 9:30 a.m. in the United
States Bankruptcy Court, Charles Jonas Federal Building, JCW
Courtroom 2B, 401 West Trade Street, Charlotte, North Carolina.
About Aarna Hotels
Aarna Hotels, LLC is a limited liability company formed in 2017
under the laws of the State of North Carolina. It owns and operates
an Aloft branded hotel located at 3928 Memorial Parkway in
Charlotte, North Carolina.
Aarna Hotels sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. N.C. Case No. 21-30249) on April 29,
2021. In the petition signed by Anuj N. Mittal, manager, the Debtor
disclosed up to $50 million in both assets and liabilities.
Judge Laura T. Beyer presided over the case before Judge J. Craig
Whitley took over. Richard S. Wright, Esq., at Moon Wright &
Houston, PLLC, is the Debtor's legal counsel.
ADVANCED TISSUE: Seeks to Hire Keech Law Firm as Legal Counsel
--------------------------------------------------------------
Advanced Tissue, LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Arkansas to employ Keech Law Firm, PA
to serve as legal counsel in its Chapter 11 case.
The firm's hourly rates are as follows:
Kevin P. Keech $400 per hour
Paralegals $150 per hour
Legal Assistants $125 per hour
Keech Law Firm will be paid a retainer in the amount of $50,000 and
reimbursed for out-of-pocket expenses incurred.
Kevin Keech, Esq., at Keech Law Firm, disclosed in a court filing
that he and his firm neither hold nor represent an interest adverse
to the Debtor and its bankruptcy estate.
The firm can be reached through:
Kevin P. Keech, Esq.
Keech Law Firm, PA
2011 S. Broadway St.
Little Rock, AR 72206
Tel: (501) 221-3200
Fax: (501) 221-3201
Email: kkeech@keechlawfirm.com
About Advanced Tissue LLC
Little Rock, Ariz.-based Advanced Tissue, LLC filed a petition for
Chapter 11 protection (Bankr. E.D. Ark. Case No. 21-12261) on
August 23, 2021, disclosing up to $10 million in assets and up to
$50 million in liabilities. Robert Betchley, chief executive
officer, signed the petition. Judge Phyllis M. Jones oversees the
case. Kevin P. Keech, Esq., at Keech Law Firm, PA is the Debtor's
legal counsel.
AETERNA ZENTARIS: Incurs US$2 Million Net Loss in Second Quarter
----------------------------------------------------------------
Aeterna Zentaris Inc. reported a net loss of US$2.04 million on
US$599,000 of total revenues for the three months ended June 30,
2021, compared to a net loss of US$3.45 million on US$68,000 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 US$3.48 million on US$1.19 million of total revenues
compared to a net loss of US$2.67 million on US$1.16 million of
total revenues for the same period during the prior year.
As of June 30, 2021, the Company had US$84.35 million in total
assets, US$23.01 million in total liabilities, and US$61.35 million
in total shareholders' equity.
A full-text copy of the Form 6-K as filed with the U.S. Securities
and Exchange Commission is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1113423/000149315221018637/ex99-1.htm
About Aeterna Zentaris
Aeterna Zentaris is a specialty biopharmaceutical company
commercializing and developing therapeutics and diagnostic tests.
The Company's lead and only product, Macrilen (macimorelin), is the
first and only United States Food and Drug Administration and
European Commission approved oral test indicated for the diagnosis
of patients with adult growth hormone deficiency.
The Company reported a net loss of US$5.12 million for the year
ended Dec. 31, 2020, compared to a net loss of US$6.04 million for
the year ended Dec. 31, 2019.
AFFORDABLE CONCRETE: Gets OK to Hire Kutner Brinen as Legal Counsel
-------------------------------------------------------------------
Affordable Concrete, LLC received approval from the U.S. Bankruptcy
Court for the District of Colorado to hire Kutner Brinen Dickey
Riley, P.C. to serve as legal counsel in its Chapter 11 case.
The firm's services include:
(a) providing the Debtor with legal advice with respect to its
powers and duties;
(b) aiding the Debtor in the development of a plan of
reorganization under Chapter 11, Subchapter V;
(c) filing legal documents, reports and actions that may be
required in the continued administration of the Debtor's property
under Chapter 11;
(d) taking necessary actions to enjoin and stay until a final
decree the continuation of pending proceedings and to enjoin and
stay until a final decree the commencement of lien foreclosure
proceedings and all matters as may be provided under Section 362 of
the Bankruptcy Code; and
(e) performing all other necessary legal services.
The firm's hourly rates are as follows:
Jeffrey S. Brinen, Esq. $500 per hour
Jenny M. Fujii, Esq. $410 per hour
Keri L. Riley, Esq. $350 per hour
Jonathan M. Dickey, Esq. $350 per hour
Contract Attorney, Esq. $350 per hour
Law Clerk $100 per hour
Keri Riley, Esq., a partner at Kutner, disclosed in a court filing
that she is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Keri L. Riley, Esq.
Kutner Brinen Dickey Riley, P.C.
1660 Lincoln Street, Suite 1720
Denver, CO 80264
Tel.: (303) 832-2400
Email: klr@kutnerlaw.com
About Affordable Concrete
Affordable Concrete, LLC is a full-service general construction
company in Commerce City, Colo., with specialties in concrete,
commercial and office renovations, asphalt, civil, and demolition
services.
Affordable Concrete sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 21-14587) on Sept. 2,
2021, listing as much as $10 million in both assets and
liabilities. Roger Bartlett, as owner and president, signed the
petition. Judge Kimberley H. Tyson oversees the case. The Debtor
tapped Kutner Brinen Dickey Riley, P.C. as legal counsel.
AGILON ENERGY: Obtains Interim Nod on $30MM DIP Financing
---------------------------------------------------------
Agilon Energy Holdings II, LLC and its debtor-affiliates have
sought and obtained authority from the U.S. Bankruptcy Court for
the Southern District of Texas to tap into $30,000,000 in senior
secured postpetition financing from The Prudential Insurance
Company of America, as administrative agent; Wilmington Trust,
National Association, as collateral agent; and the DIP Lenders.
The DIP Loan consists of:
a. a new money multi-draw term loan facility (x) of up to
$6,000,000 in aggregate principal amount, on an interim basis, a
portion of which shall be used to repay the Emergency DIP Facility
in full; and (y) a term loan facility of up to $15,000,000 in
aggregate, minus the principal amount of the Interim DIP Term Loan,
on a final basis; and
b. roll-up loans to refinance, on a one-to-one basis, the Term
Notes and the Revolving Notes on a pro rata basis across the
Prepetition Secured Parties' holding of the Senior Notes.
The Debtors also obtained Court authority to use the Prepetition
Lenders' cash collateral pursuant to the budget.
A copy of the motion is available for free at
https://bit.ly/3A2Cpo0 from Stretto, claims and noticing agent.
On September 2, 2021, Judge Marvin Isgur granted the motion on an
interim basis, and the Debtors are authorized to borrow the Interim
DIP Term Loan from the entry of the Interim DIP Order through and
including the earliest to occur of (i) entry of the Final DIP Order
or (ii) the DIP Termination Date subject to the terms in the DIP
Documents and the Interim DIP Order.
The Debtors shall use advances of credit under the DIP Facility, in
accordance with the budget, as permitted in the Interim DIP Order
and the DIP Credit Agreement; and the Interim Roll-Up Loans to
refinance and discharge a portion of the Prepetition Obligations
held by the Prepetition Secured Parties.
Security for DIP Obligations
In order to secure the DIP Obligations, the DIP Collateral Agent,
for the benefit of itself and the DIP Secured Parties, is granted
automatically and properly perfected postpetition security
interests in and liens on all real and personal property of the
Debtors. The DIP Liens are valid, automatically perfected,
non-avoidable, senior in priority, and superior to any security,
mortgage, collateral interest, lien, subject, however, to the
Carve-Out and the Permitted Prior Liens, if any. In addition, the
DIP Secured Parties are granted an allowed superpriority
administrative expense claim in each of the cases and any successor
cases for all DIP Obligations.
The Carve-Out includes, among others, up to $75,000 of reasonable
fees and expenses incurred by a trustee under Section 7266(b) of
the Bankruptcy Code, and allowed professional fees of professional
persons in an aggregate amount not exceeding $350,000 incurred
after the first business day following delivery of the Carve-Out
Trigger Notice.
Up to $75,000 in aggregate of the Carve-Out and collateral proceeds
and loans under the DIP Documents may be used for allowed fees and
expenses incurred by the Committee in investigating the Prepetition
Lien and claim matters.
Use of Cash Collateral
The Debtors are authorized to use cash collateral, pursuant to the
budget, to administer their cases and to fund their operations,
until the DIP Termination Date, provided, however, that upon the
Termination Declaration Date, the Carve-Out shall be funded and
available to satisfy Allowed Professional Fees.
Before the Petition Date, Wilmington Trust, National Association,
as collateral agent under the Collateral Agency Agreement;
Manufacturers and Traders Trust Company, as the issuing bank of the
letter of credit; and purchasers and the Senior Secured Noteholders
provided for the issuance by Agilon Energy Holdings II, LLC of
Revolving Notes and Term Notes, pursuant to the Senior Secured Note
Purchase Agreement dated as of February 23, 2018, as amended.
As of the Petition Date, at least approximately $67,337,975 in
aggregate principal amount is outstanding on the Prepetition
Financing, which is secured by an interest in and continuing lien
on substantially all of the Debtors' assets and all proceeds
thereof.
The Debtors grant to the Prepetition Agent perfected postpetition
security interests in and liens on the DIP Collateral, to the
extent of any diminution in value of such interests in the
Prepetition Collateral, subject to the Carve-Out, the DIP Liens,
and Permitted Prior Liens, if any.
As further adequate protection, the Prepetition Secured Parties are
granted an allowed superpriority administrative expense claim in
each of the cases and any successor cases. Moreover, the Debtors
are directed to provide adequate protection to the Prepetition
Secured Parties in the form of payment in cash for reasonable and
documented fees, out-of-pocket expenses, and disbursements incurred
by the Prepetition Secured Parties under the Prepetition Senior
Secured Note Documents, including the fees and expenses of the
Prepetition Senior Secured Noteholder Advisors and the counsel to
the Prepetition Agent.
The DIP Secured Parties may credit bid some or all of their claims
for their respective priority collateral.
The final hearing to consider entry of the final DIP order and
final approval of the DIP Facility is scheduled for September 21,
2021 at 11 a.m. (prevailing Central Time). Objections must be
filed and served no later than 4 p.m. (prevailing Central Time) on
September 17.
A copy of interim DIP order is available for free at
https://bit.ly/3yOZjy6 from Stretto, claims and noticing agent.
About Agilon Energy Holdings II LLC
Texas-based power producer Agilon Energy Holdings II, LLC and its
affiliates, Victoria Port Power LLC and Victoria City Power LLC,
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No.
21-32156) on June 27, 2021. At the time of the filing, Agilon had
between $100 million and $500 million in both assets and
liabilities.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Locke Lord, LLP as legal counsel, Grant
Thornton, LLP as financial advisor and Hugh Smith Advisors, LLC as
restructuring advisor. Hugh Smith of Hugh Smith Advisors serves as
the Debtors' chief restructuring officer. Stretto is the claims and
noticing agent.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on July 30,
2021. Pachulski Stang Ziehl & Jones, LLP and Conway MacKenzie, LLC
serve as the committee's legal counsel and financial advisor,
respectively.
ALPHA LATAM: Seeks to Hire AlixPartners LLP as Financial Advisor
----------------------------------------------------------------
Alpha Latam Management, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the District of Delaware to employ
AlixPartners, LLP as financial advisor.
The firm will provide these services:
a. assist with managing the Debtors' rolling 13-week cash flow
forecast, including evaluating liquidity projections, actual
results on a week-to-week basis, and disbursements in order to
optimize liquidity;
b. support the Debtors in navigating the Chapter 11 process and
any other process under a foreign law, including Ley de Concursos
Mercantiles, and evaluating strategic alternatives;
c. assist with the Chapter 11 process and any other process
under a foreign law, including Ley de Concursos Mercantiles,
providing testimony, preparing and filing operating reports,
schedules, statements, claims reconciliation and other typical
Chapter 11 administrative tasks;
d. assist with diligence-related matters and discussions with
key constituents and their advisors regarding restructuring options
and alternatives;
e. provide reports as requested to the Debtors;
f. provide reports to and meet with the debtor-in-possession
lender; and
g. assist the Debtors with such other matters as may be
requested that fall within the firm's expertise and that are
mutually agreeable.
The firm's hourly rates are as follows:
Managing Director $1,030 to $1,295 per hour
Director $825 to $980 per hour
Senior Vice President $665 to $755 per hour
Vice President $485 to $650 per hour
Consultant $180 to $480 per hour
Paraprofessional $305 to $325 per hour
AlixPartners will also be reimbursed for out-of-pocket expenses
incurred.
During the 90-day period prior to the petition date, non-Debtor
Alpha Holding S.A. de C.V. paid the firm $4,244,778.85 in aggregate
for professional services performed and expenses incurred,
including a retainer of $350,000.
Lawrence Young, a managing director at AlixPartners, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Lawrence Young
AlixPartners, LLP
909 Third Avenue, Floor 30
New York, NY 10022
Tel: (212) 490-2500
Fax: (212) 490-1344
Email: lyoung@alixpartners.com
About Alpha Latam Management
Wilmington, Del.-based Alpha Latam Management, LLC and its
affiliates operate a specialty finance business that offers
consumer and small business lending services to underserved
communities in Mexico and Colombia.
Alpha Latam Management and certain of its affiliates sought Chapter
11 protection (Bankr. D. Del. Case No. 21-11109) on August 1, 2021,
disclosing assets of between $100 million and $500 million and
liabilities of between $500 million and $1 billion. Judge J. Kate
Stickles oversees the cases.
The Debtors tapped Richards, Layton & Finger, P.A. and White &
Case, LLP as legal counsel; Rothschild & Co US Inc. and Rothschild
& Co Mexico S.A. de C.V. as investment bankers; and AlixPartners,
LLP as financial advisor. Prime Clerk, LLC is the claims and
noticing agent and administrative advisor.
On Aug. 11, 2021, Alpha Holding, S.A. de C.V. and AlphaCredit
Capital, S.A. de C.V. SOFOM, ENR commenced in Mexico City a jointly
administered voluntarily filed proceeding pursuant to the Ley de
Concursos Mercantiles. Through this proceeding, the Mexican Debtors
intend to pursue a controlled restructuring and possible sale of
their assets.
ALPHA LATAM: Seeks to Hire Prime Clerk as Administrative Advisor
----------------------------------------------------------------
Alpha Latam Management, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the District of Delaware to employ
Prime Clerk, LLC as 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) managing and coordinating any distributions pursuant to a
Chapter 11 plan; and
(d) other bankruptcy administrative services
The firm's hourly rates are as follows:
Director of Solicitation $210 per hour
Solicitation Consultant $190 per hour
Director $170 to $190 per hour
Senior Consultants $65 to $170 per hour
Technology Consultants $35 $95 per hour
Analyst $30 to $55 per hour
Prime Clerk received from the Debtor a retainer of $50,000.
Benjamin Steele, a partner at Prime Clerk, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Benjamin J. Steele
Prime Clerk LLC
60 East 42nd Street, Suite 1440
New York, NY 10165
Tel: +1 212 257 5490
About Alpha Latam Management
Wilmington, Del.-based Alpha Latam Management, LLC and its
affiliates operate a specialty finance business that offers
consumer and small business lending services to underserved
communities in Mexico and Colombia.
Alpha Latam Management and certain of its affiliates sought Chapter
11 protection (Bankr. D. Del. Case No. 21-11109) on August 1, 2021,
disclosing assets of between $100 million and $500 million and
liabilities of between $500 million and $1 billion. Judge J. Kate
Stickles oversees the cases.
The Debtors tapped Richards, Layton & Finger, P.A. and White &
Case, LLP as legal counsel; Rothschild & Co US Inc. and Rothschild
& Co Mexico S.A. de C.V. as investment bankers; and AlixPartners,
LLP as financial advisor. Prime Clerk, LLC is the claims and
noticing agent and administrative advisor.
On Aug. 11, 2021, Alpha Holding, S.A. de C.V. and AlphaCredit
Capital, S.A. de C.V. SOFOM, ENR commenced in Mexico City a jointly
administered voluntarily filed proceeding pursuant to the Ley de
Concursos Mercantiles. Through this proceeding, the Mexican Debtors
intend to pursue a controlled restructuring and possible sale of
their assets.
ALPHA LATAM: Seeks to Hire Richards Layton & Finger as Co-Counsel
-----------------------------------------------------------------
Alpha Latam Management, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the District of Delaware to employ
Richards Layton & Finger, P.A. as co-counsel with White & Case,
LLP.
The firm's services include:
a. advising the Debtors of their rights, powers, and duties
under Chapter 11 of the Bankruptcy Code;
c. preparing legal papers;
d. taking actions to protect and preserve the estates of the
Debtors, including the prosecution of actions on the Debtors'
behalf, the defense of any actions commenced against the Debtors,
the negotiation of disputes in which the Debtors are involved, and
the preparation of objections to claims filed against the estates;
e. assisting the Debtors in the sale of their assets;
f. preparing a disclosure statement and any related documents
necessary to solicit votes on the Debtors' chapter 11 plan;
g. prosecuting any proposed Chapter 11 plan and seeking approval
of all transactions contemplated therein; and
h. performing all other necessary legal services.
The firm's hourly rates are as follows:
Directors $775 to $1,250 per hour
Counsel $700 to $725 per hour
Associates $425 to $650 per hour
Paraprofessionals $300 per hour
The Debtor paid the firm a retainer in the amount of $225,000.
The firm will also be reimbursed for out-of-pocket expenses
incurred.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, the
following is provided in response to the request for additional
information:
a) The firm did not agree to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement.
b) None of the firm's professionals included in this engagement
have varied their rate based on the geographic location for these
Chapter 11 cases.
c) The firm has represented the Debtors since June 2021. Other
than the periodic adjustments, the billing rates and material
financial terms of the firm's engagement have not changed
post-petition from the pre-bankruptcy arrangement.
d) The firm, in conjunction with the Debtors and White & Case,
is developing a prospective budget and staffing plan for these
Chapter 11 cases.
John Knight, Esq., a partner at Richards Layton & Finger, 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:
John H. Knight, Esq.
Mark D. Collins, Esq.
Brendan J. Schlauch, Esq.
Megan E. Kenney, Esq.
Richards Layton & Finger, P.A.
One Rodney Square
920 N. King Street
Wilmington, DE 19801
Tel: (302) 651-7700
Fax: (302) 651-7701
Email: collins@rlf.com
knight@rlf.com
schluach@rlf.com
kenney@rlf.com
About Alpha Latam Management
Wilmington, Del.-based Alpha Latam Management, LLC and its
affiliates operate a specialty finance business that offers
consumer and small business lending services to underserved
communities in Mexico and Colombia.
Alpha Latam Management and certain of its affiliates sought Chapter
11 protection (Bankr. D. Del. Case No. 21-11109) on August 1, 2021,
disclosing assets of between $100 million and $500 million and
liabilities of between $500 million and $1 billion. Judge J. Kate
Stickles oversees the cases.
The Debtors tapped Richards, Layton & Finger, P.A. and White &
Case, LLP as legal counsel; Rothschild & Co US Inc. and Rothschild
& Co Mexico S.A. de C.V. as investment bankers; and AlixPartners,
LLP as financial advisor. Prime Clerk, LLC is the claims and
noticing agent and administrative advisor.
On Aug. 11, 2021, Alpha Holding, S.A. de C.V. and AlphaCredit
Capital, S.A. de C.V. SOFOM, ENR commenced in Mexico City a jointly
administered voluntarily filed proceeding pursuant to the Ley de
Concursos Mercantiles. Through this proceeding, the Mexican Debtors
intend to pursue a controlled restructuring and possible sale of
their assets.
ALPHA LATAM: Seeks to Hire White & Case as Legal Counsel
--------------------------------------------------------
Alpha Latam Management, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the District of Delaware to employ
White & Case, LLP to serve as legal counsel in their Chapter 11
cases.
The firm's services include:
(a) advising the Debtors with respect to their powers and duties
in the continued management and operation of their businesses and
properties;
(b) advising and consulting on the conduct of the cases,
including all of the legal requirements of operating in chapter
11;
(c) advising the Debtors in connection with corporate
transactions and corporate governance, negotiations, credit
agreements, financing agreements, and other agreements with
creditors, equity holders, prospective acquirers and investors;
(d) reviewing and preparing pleadings;
(e) attending meetings and negotiating with representatives of
creditors and other parties in interest;
(f) advising on legal issues related to the Debtors' financial
circumstances, including with respect to restructuring, financing,
corporate, tax, litigation, mergers and acquisition, and employment
issues;
(g) performing all other ancillary necessary legal services for
the Debtors in connection with the prosecution of these Chapter 11
cases, including (i) analyzing the legal aspects of the Debtors'
leases and contracts and the assumption and assignment or rejection
thereof; (ii) analyzing the validity of liens against the Debtors;
and (iii) advising the Debtors on corporate and litigation
matters;
(h) taking all necessary legal actions to protect and preserve
the Debtors' estates as the Debtors request, including prosecuting
actions on the Debtors' behalf, defending any action commenced
against the Debtors, and representing the Debtors in negotiations
concerning litigation in which the Debtors are involved; and
(i) taking any necessary action to obtain approval of a
disclosure statement and confirmation of a Chapter 11 plan.
The firm's hourly rates are as follows:
Partners $1,200 to $1,725 per hour
Associates $635 to $1,085 per hour
Paraprofessionals $185 to $565 per hour
The firm will also receive reimbursement for out-of-pocket expenses
incurred.
Alpha Holding, S.A. de C.V. paid the firm an initial retainer of
$500,000 and more than $1.28 million on account of outstanding fees
and expenses. On July 13, Alpha Holding increased the retainer by
$1.75 million to a total of $2.25 million.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.
Response: The firm has represented the Debtors since 2018 in
several matters. White & Case's billing rates for 2020 were $1,145
to $1,645 for partners, $1,055 for counsel, $595 to $1,025 for
associates, and $175 to $565 for paraprofessionals in the firm's
domestic offices. The rates for lawyers and paraprofessionals are
re-examined and adjusted for increases in seniority and changes in
experience, expertise, and status in January of each year.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response: The Debtors and White & Case are developing a
prospective budget and staffing plan for these cases. The firm
will work with the Debtors to finalize such budget.
John Cunningham, Esq., a partner at White & Case, 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:
John K. Cunningham, Esq.
Richard S. Kebrdle, Esq.
Amanda A. Parra Criste, Esq.
White & Case LLP
200 South Biscayne Boulevard, Suite 4900
Miami, FL 33131
Tel: (305) 371-2700
Email: jcunningham@whitecase.com
rkebrdle@whitecase.com
aparracriste@whitecase.com
- and -
Philip M. Abelson, Esq.
John J. Ramirez, Esq.
Brett L. Bakemeyer, Esq.
1221 Avenue of the Americas
New York, NY 10020
Tel: (212) 819-8200
Email: philip.abelson@whitecase.com
john.ramirez@whitecase.com
brett.bakemeyer@whitecase.com
About Alpha Latam Management
Wilmington, Del.-based Alpha Latam Management, LLC and its
affiliates operate a specialty finance business that offers
consumer and small business lending services to underserved
communities in Mexico and Colombia.
Alpha Latam Management and certain of its affiliates sought Chapter
11 protection (Bankr. D. Del. Case No. 21-11109) on August 1, 2021,
disclosing assets of between $100 million and $500 million and
liabilities of between $500 million and $1 billion. Judge J. Kate
Stickles oversees the cases.
The Debtors tapped Richards, Layton & Finger, P.A. and White &
Case, LLP as legal counsel; Rothschild & Co US Inc. and Rothschild
& Co Mexico S.A. de C.V. as investment bankers; and AlixPartners,
LLP as financial advisor. Prime Clerk, LLC is the claims and
noticing agent and administrative advisor.
On Aug. 11, 2021, Alpha Holding, S.A. de C.V. and AlphaCredit
Capital, S.A. de C.V. SOFOM, ENR commenced in Mexico City a jointly
administered voluntarily filed proceeding pursuant to the Ley de
Concursos Mercantiles. Through this proceeding, the Mexican Debtors
intend to pursue a controlled restructuring and possible sale of
their assets.
ASHA PROPERTY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Asha Property, LLC
PO Box 61065
Corpus Christi, TX 78466
Case No.: 21-21225
Business Description: Asha Property is primarily engaged in
renting and leasing real estate properties.
Chapter 11 Petition Date: September 6, 2021
Court: United States Bankruptcy Court
Southern District of Texas
Debtor's Counsel: Todd Headden, Esq.
HAYWARD PLLC
901 Mopac Expressway
Building 1, Suite 300
Austin, TX 78746
Tel: 737-881-7100
Email: theadden@haywardfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Sathesh Janaki as manager.
The Debtor stated it has no creditors holding unsecured claims.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/NXRAS3Y/Asha_Property_LLC__txsbke-21-21225__0001.0.pdf?mcid=tGE4TAMA
AULT GLOBAL: Increases Stake in Friedman Industries to 6.75%
------------------------------------------------------------
Ault Global Holdings, Inc. disclosed in an amended Schedule 13D
filed with the Securities and Exchange Commission that as of
Aug. 26, 2021, it beneficially owns 466,000 shares of common stock
of Friedman Industries, Incorporated, which represents 6.75 percent
of the shares outstanding.
The aggregate percentage of shares reported owned by AGH is based
upon 6,899,537 Shares outstanding, which is the total number of
shares outstanding as of Aug. 23, 2021, as reported in Friedman's
Quarterly Report on Form 10-Q filed with the SEC on Aug. 23, 2021.
The shares purchased by AGH as reported on the Schedule 13D were
purchased with working capital in open market purchases. AGH
expended an aggregate of $2,969,313 for the purchase of the
shares.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/39092/000121465921009116/p830211sc13da1.htm
About Ault Global Holdings
Ault Global Holdings, Inc. (fka DPW Holdings, Inc.) is a
diversified holding company pursuing growth by acquiring
undervalued businesses and disruptive technologies with a global
impact. Through its wholly and majority-owned subsidiaries and
strategic investments, the Company provides mission-critical
products that support a diverse range of industries, including
defense/aerospace, industrial, telecommunications, medical, and
textiles. In addition, the Company extends credit to select
entrepreneurial businesses through a licensed lending subsidiary.
Ault Global reported a net loss of $32.73 million for the year
ended Dec. 31, 2020, compared to a net loss of $32.94 million for
the year ended Dec. 31, 2019. As of June 30, 2021, the Company had
$259.10 million in total assets, $27.71 million in total
liabilities, and $231.39 million in total stockholders' equity.
AVIANCA HOLDINGS: Stocks Tumbled 45% as It Preps Up Bankruptcy Exit
-------------------------------------------------------------------
Ezra Fieser of Bloomberg News reports that shares of Avianca
Holdings SA have tumbled 45% over the past week as the Colombian
airline prepares a bankruptcy exit plan that will likely make the
stock worthless.
The air carrier, which was driven into Chapter 11 during last
2020's pandemic and travel bans, fell 6% in Bogota trading Monday,
extending losses for a fifth day, according to data compiled by
Bloomberg. Shares were trading around 119 pesos (about 3 cents) on
Monday, September 6, 2021.
About Avianca Holdings SA
Avianca -- https://aviancaholdings.com/ -- is the commercial brand
for the collection of passenger airlines and cargo airlines under
the umbrella company Avianca Holdings S.A. Bogota, Colombia-based
Avianca has been flying uninterrupted for 100 years. With a fleet
of 158 aircraft, Avianca serves 76 destinations in 27 countries
within the Americas and Europe.
Avianca Holdings S.A. and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
20-11133) on May 10, 2020. At the time of the filing, the Debtors
disclosed $7,273,900,000 in assets and $7,268,700,000 in
liabilities.
Judge Martin Glenn oversees the cases.
The Debtors tapped Milbank LLP as general bankruptcy counsel;
Urdaneta, Velez, Pearl & Abdallah Abogados and Gomez-Pinzon
Abogados S.A.S. as restructuring counsel; Smith Gambrell and
Russell, LLP as aviation counsel; Seabury Securities LLC as
financial restructuring advisor and investment banker; FTI
Consulting, Inc. as financial restructuring advisor; and Kurtzman
Carson Consultants LLC as claims and noticing agent.
The U.S. Trustee for Region 2 appointed a committee of unsecured
creditors in Debtors' bankruptcy cases on May 22, 2020. The
committee is represented by Willkie Farr & Gallagher, LLP.
AYTU BIOPHARMA: Armistice Capital Reports 4.9% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Armistice Capital, LLC and Steven Boyd disclosed that
as of Sept. 1, 2021, they beneficially own 1,376,545 shares of
common stock of Aytu BioPharma, Inc., which represents 4.9 percent
of the shares outstanding. The shares reported to be beneficially
owned by the reporting persons are based on 27,551,912 shares
outstanding as of Sept. 1, 2021, according to information received
from the issuer.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1385818/000101143821000210/form_sc13da-aytu.htm
About Aytu BioPharma
Englewood, Colorado-based Aytu BioPharma, Inc., formerly known as
Aytu BioScience, Inc. -- http://www.aytubio.com-- is a
commercial-stage specialty pharmaceutical company focused on
commercializing novel products that address significant patient
needs. The company currently markets a portfolio of prescription
products addressing large primary care and pediatric markets. The
primary care portfolio includes (i) Natesto, an FDA-approved nasal
formulation of testosterone for men with hypogonadism, (ii)
ZolpiMist, an FDA-approved oral spray prescription sleep aid, and
(iii) Tuzistra XR, an FDA-approved 12-hour codeine-based
antitussive syrup.
Aytu BioPharma reported a net loss of $13.62 million for the year
ended June 30, 2020, compared to a net loss of $27.13 million for
the year ended June 30, 2019. As of March 31, 2021, the Company
had $271.55 million in total assets, $128.41 million in total
liabilities, and $143.15 million in total stockholders' equity.
BESTHOST INN: Seeks Access to EDD's Cash Collateral
---------------------------------------------------
Besthost Inn LLC asks the U.S. Bankruptcy Court for the Central
District of California, Santa Ana Division, for authority to use
the cash collateral of its secured creditor, the Employment
Development Department, in accordance with the budget, with a 10%
variance.
The Debtor requires the use of cash collateral to pay the
reasonable expenses it incurs during the ordinary course of its
business of operating a hotel.
The Covid-19 pandemic affected the Debtor's operation, thus causing
the Debtor to fall behind on certain of its monthly obligations,
including the utilities and the transient and occupancy tax to the
City of Buena Park.
The events precipitating the filing of the Debtor's Chapter 11
bankruptcy case include:
1. the unlawful detainer proceeding with its landlord pending
in the Superior Court of California, County of Orange, entitled
Pannam Corp. v. BESTHOST INN LLC, Case No.: 30-202 1- 011 770
10-CU-UD-CJC;
2. the complaint filed by Cuong Nguyen, a member of the
Debtor, individually and derivatively on behalf of the Debtor and
Michael Reazuddin, the other member of the Debtor; and Mr.
Reazuddin's and the Debtor's cross-complaint against Mr. Nguyen,
individually and derivatively on behalf of the Debtor, pending in
the Superior Court of CA, County of Orange, Case No. Case No.
30-2019-01108517. The Debtor's cross-complaint alleges Breach of
Fiduciary Duty, Breach of Contract, Expulsion From LLC,
Interference with Contractual Relations, Intentional Interference
with Prospective Economic Advantage, Conversion, Declaratory
Relief, Breach of Contract.
3. A workers' compensation claim by Rogelio Fernandez Peralta
against the Debtor, pending with Workers Compensation Appeals
Board. Case No. ADJ 14924809; and
4. A slip-and-fall case filed by Chris Samu and Ursula
SchultzeGahmen against the Debtor, pending in the Superior Court of
CA, County of Orange, Case No. 30-2020-01 126377-CU-PO24 CJC. The
Debtor's insurance carrier is currently handling this matter.
5. Covid-19 pandemic, which caused reduction in the Debtor's
gross revenue, which in turn caused the Debtor to fall behind on
some of its operating expenses.
The Debtor is not offering any monthly adequate protection payments
to EDD at this time because EDD's claim amount is nominal and its
interested is adequately protected by the continued operation of
the Debtor's business. EDD's state tax liens total $21,575.42. The
Debtor will pay EDD through the plan in full within 5-years from
the petition date at the applicable interest rate.
A hearing on the motion is scheduled for September 7, 2021 at 10 am
via ZoomGov.
A copy of the motion and the Debtor's budget is available at
https://bit.ly/3h6XztY from PacerMonitor.com.
The Debtor projects $141,150 in total hotel income and $8,600 in
total hotel expenses for September 2021.
About Besthost Inn LLC
Besthost Inn LLC operates a hotel near Knott's Berry Farm. Its
members are Michael Reazuddin and Cuong Nguyen, with each member
holding a 50% interest in the Debtor. Mr. Reazuddin is the Managing
Member of the Debtor and is charged with operating the hotel.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-12158) on September
1, 2021. In the petition signed by Reazuddin, the Debtor disclosed
up to $$50,000 in assets and up to $10 million in liabilities.
Judge Erithe A. Smith oversees the case.
Michael Jay Berger, Esq., at Law Offices of Michael Jay Berger is
the Debtor's counsel.
BLACK OAK: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Black Oak Group, LLC
1001 S. Mountvale Court
Anaheim, CA 92808
Business Description: Black Oak Group is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: September 7, 2021
Court: United States Bankruptcy Court
Central District of California
Case No.: 21-12190
Judge: Hon. Erithe A. Smith
Debtor's Counsel: Bert Briones, Esq.
RED HILL LAW GROUP
15615 Alton Parkway
Suite 210
Irvine, CA 92618
Tel: 714-733-4455
Fax: 714-733-4450
Email: bb@redhilllawgroup.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Eric Cunningham as managing member.
The Debtor stated it has no creditors holding unsecured claims.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/OX4UATI/Black_Oak_Group_LLC__cacbke-21-12190__0001.0.pdf?mcid=tGE4TAMA
BLADE GLOBAL: Taps Michael Kasolas as Chief Restructuring Officer
-----------------------------------------------------------------
Blade Global Corporation seeks approval from the U.S. Bankruptcy
Court for the Northern District of California to hire Michael
Kasolas, a California-based certified public accountant, as its
chief restructuring officer.
The services to be provided by the CRO include:
(a) managing the Debtor through confirmation of its Chapter 11
plan and assisting the Debtor in making distributions according to
the terms of the plan;
(b) conducting all administrative acts necessary to operate
the Debtor in compliance with the Bankruptcy Code and the laws of
the State of California;
(c) supervising and directing the legal action necessary to
recover avoidable transfers and affirmative damages through and
after plan confirmation;
(d) supervising the preparation and filing of tax returns and
monitoring cash flow; and
(e) assisting with the claims analysis and objections, if
necessary.
Mr. Kasolas will be paid at an hourly rate of $450. The retainer
fee is $25,000.
In court papers, Mr. Kasolas disclosed that he is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
Mr. Kasolas can be reached at:
Michael Kasolas, C.P.A.
Michael Kasolas & Company
San Francisco, CA 94127
Tel.: (415) 992-5806
Fax: (415) 520-5443
Email: mike@kasolas.comU
About Blade Global
Blade Global Corporation, a Mountain View, Calif.-based company
that provides data processing, hosting and related services, filed
its voluntary petition for Chapter 11 protection (Bankr. N.D.
Calif. Case No. 21-50275) on March 1, 2021, disclosing total assets
of up to $100 million and total liabilities of up to $50 million.
Perry Michael Fischer, sole director, signed the petition.
Judge M. Elaine Hammond oversees the case.
Binder & Malter, LLP and Berliner Cohen, LLP serve as the Debtor's
bankruptcy counsel and special corporate counsel, respectively.
Michael Kasolas of Michael Kasolas & Company is the Debtor's chief
restructuring officer.
CALIFORNIA INDEPENDENT: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------------
Jake Abbott, writing for the Sacramento Business Journal, reports
that the Sacramento-based California Independent Petroleum
Association filed for bankruptcy Sunday, September 5, 2021, after
an appeals court determined it must pay nearly $2.3 million in
attorneys' fees for challenging a settlement related to new
permitting processes for oil and gas producers in Los Angeles
neighborhoods.
CIPA is a trade association representing about 500 independent
crude oil and natural gas producers, royalty owners and service and
supply companies operating around the state.
The association filed for voluntary Chapter 11 bankruptcy, which
allows for a company to reorganize its financial obligations,
rather than liquidate.
"CIPA fully expects to emerge from this process in the next couple
of months and continue its mission to defend our members' ability
to meet the energy needs of the state of California," said CEO Rock
Zierman in an email to the Business Journal.
In its bankruptcy filing, CIPA estimated it had between one and 49
creditors, between $1 million and $10 million in assets and between
$1 million and $10 million in liabilities.
CIPA listed 11 creditors with the largest unsecured claims. The
largest were the Center for Biological Diversity and the city of
Los Angeles for attorneys' fees totaling $1.22 million and $1.03
million, respectively. The claims accounted for 82% of the overall
unsecured claims listed. They stem from a countersuit the
association filed in 2016 after an earlier lawsuit that resulted in
the city adopting new requirements for drilling applications.
Zierman said CIPA's cross-complaint against Los Angeles and the
Center for Biological Diversity alleged that they violated the
association's due process rights by improperly imposing new oil and
gas permitting procedures. The city and the Center for Biological
Diversity then filed what are known as anti-SLAPP motions against
CIPA. The motions were initially denied by a superior court judge
before the California 2nd District Court of Appeal reversed the
decision in 2019.
A "SLAPP" suit is a strategic lawsuit against public participation.
The term refers to lawsuits that are often considered meritless and
intended to silence those they're brought against through financial
burdens due to litigation costs. California's anti-SLAPP law was
enacted to protect individuals and businesses from SLAPP suits by
providing a framework to have the lawsuits dismissed and for the
defendants to recover costs associated with the cases.
In July 2021, a Los Angeles Superior Court judge ordered CIPA to
pay Los Angeles and the Center for Biological Diversity nearly $2.3
million for costs associated with the case. The amount was at least
triple the size of any other anti-SLAPP judgment in California's
history, Zierman said.
"Governments at all levels are increasingly trying to use
anti-SLAPP motions to deny individuals and businesses their day in
court to protect their constitutional rights, as happened in CIPA's
case," he said. "This should concern every industry in the state.
Rather than allow a case to proceed on the merits, governments want
to deem all lawsuits against them as 'retaliatory' so they do not
have to defend their actions in court."
The required attorneys' costs are larger than CIPA's annual budget,
which forced the association to utilize Chapter 11 bankruptcy to
pay creditors over time, Zierman said.
As of Sunday, September 5, 2021, the association reported having
$2.1 million in total assets and $1.19 million in total
liabilities. Between Aug. 1 and Sept. 5, 2021, it reported a net
income of $45,008, according to filed financial statements.
The tax-exempt corporation estimated that funds would be available
for distribution to unsecured creditors as part of the bankruptcy
process.
About CIPA
California Independent Petroleum Association -- www.cipa.org -- is
a non-profit, non-partisan trade association representing
approximately 500 independent crude oil & natural gas producers,
royalty owners, & service & supply companies operating in CA.
California Independent Petroleum Association (CIPA) sought Chapter
11 protection (Bankr. E.D. Cal. Case No. 21-23169) on Sept. 5,
2021. In the petition signed by CEO Rock Zierman, CIPA disclosed
assets total assets amounting to $2,097,356 and total liabilities
amounting to $1,194,070. The case is handled by Honorable Judge
Christopher D. Jaime. Ian S. Landsberg, Esq., of SKLAR KIRSH LLP,
is the Debtors' counsel.
CERTA DOSE: Wins Cash Collateral Access Thru Sept 21
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Certa Dose Inc. to use cash collateral and all its other
accounts to pay for the Debtor's operating expenses, as set forth
in the approved interim budget, or with the written consent of the
U.S. Small Business Administration or inventor Dr. Caleb Hernandez,
the Company's founder. The cash collateral will be used for
working capital and general operations purposes, as well as to pay
for costs and expenses related to the Debtor's Chapter 11 case.
The SBA and the Inventor are granted (i) valid, binding,
enforceable and automatically perfected liens and/or security
interests (the Adequate Protection Liens) on all of the Debtor's
assets to the same validity, extent and priority as existed
prepetition.
As further adequate protection for any diminution in value of their
interests in the property encumbered by the SBA Lien and the
Inventor's Lien, the SBA and the Inventor are granted
super-priority administrative expense claims to the extent that the
Adequate Protections Liens prove inadequate.
The Debtor shall also make the monthly installment payments of $731
on the SBA Loan as they come due.
The replacement liens, adequate protection liens, and
super-priority claims are subject to:
* all quarterly fees due to the Office of the U.S. Trustee and
interest due pursuant to 31 U.S.C. Section 3717;
* any fees due to the Clerk of the Bankruptcy Court;
* the fees and expenses of a hypothetical Chapter 7 trustee up
to $10,000;
* the fees and expenses of proposed Debtor's counsel Ortiz &
Ortiz LLP, if approved by the Court, up to $20,000; and
* the recovery of funds or proceeds from the successful
prosecution of avoidance actions.
The Legal Fee Carve-Out may not diminish the SBA's right to a
super-priority claim in the event that there is a diminution of the
SBA's interest in the Debtor's Collateral.
These events constitute an "Event of Default:"
a. The Debtor's Chapter 11 Case is dismissed or converted to a
case under chapter 7 of the Bankruptcy Code;
b. A chapter 11 trustee or examiner with expanded powers is
appointed in the Debtor's Chapter 11 Case;
c. The Debtor ceases operations of its present business or
takes any material action for the purpose of effecting the
foregoing without the prior written consent of the SBA, except to
the extent contemplated by the Budget or otherwise approved by the
Court;
d. The Debtor expends any material amounts of funds or monies
for any purpose other than those set forth in the Budget or as
otherwise approved by the Court; and
e. The Debtor fails to comply with any of the terms of the
Order.
The Court says the Debtor's right to use Cash Collateral will
expire on September 21, 2021, unless extended by further order of
the Court or by written consent of the parties.
A copy of the order is available for free at https://bit.ly/3tjmgYO
from PacerMonitor.com.
About Certa Dose, Inc.
Certa Dose Inc. develops, sells and licenses pharmaceutical
products and technology. Its principal business is developing,
selling and licensing its pharmaceutical products and technology.
The Company was designated as an innovation company by Johnson &
Johnson and has received a grant and mentorship from J & J.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-11045) on May 30,
2021. In the petition signed by Caleb S. Hernandez, president, the
Debtor disclosed up to $50 million in assets and up to $100 million
in liabilities.
Judge Lisa G. Beckerman presides over the case.
Norma Ortiz, Esq., at Ortis & Ortiz, LLP is the Debtor's counsel.
CF&G ENTERPRISES: Final Cash Collateral Order Entered
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Atlanta Division, has authorized CF&G Enterprises, Inc. to use cash
collateral on a final basis in accordance with the budget.
As of the Petition Date, the Debtor owed Cornerstone Bank pursuant
to a Promissory Note dated March 30, 2011, in the face amount of
$2,520,000, with an aggregate balance due of approximately
$3,137,007.53, including pre-petition interest and certain other
fees, expenses, charges, and other obligations incurred in
connection therewith.
Unless Cornerstone will otherwise agree in writing, the Debtor is
authorized to use the Cash Collateral, including, without
limitation, cash, deposit accounts, and accounts receivable,
excluding the sale of any assets outside of the ordinary course of
business, but only in accordance with the budget for the actual and
necessary expenses of operating the Debtor's Business, with a 10%
variance.
During the Usage Period, the Debtor and Cornerstone may, in their
sole discretion, agree to increase cash disbursements in the Budget
per line-item and to modify the Budget, and the Debtor will be
authorized to use Cash Collateral in such amount without further
Court order.
As adequate protection for the Debtor's use of Cash Collateral,
Cornerstone is granted a post-petition lien in all assets and
property of the Debtor to the same validity, extent, and priority
of Cornerstone's pre-petition Pre-Petition Liens.
As additional, adequate protection for the Debtor's continued use
Cash Collateral, the Debtor will pay to Cornerstone by wire
transfer the sum of $12,000 per month, beginning on September 10,
2021, and continuing on the tenth day of each month during the term
of the Final Order until the Effective Date of any Plan of
Reorganization that the Debtor may confirm in the Case.
To the extent that the adequate protection provided proves to be
inadequate to protect Cornerstone's interest in the Property,
Cornerstone will have a priority claim to the fullest extent
permitted under 11 U.S.C. section 507(b) equal to the aggregate
diminution in the value of the Collateral Property resulting from
the Debtor's use of the Collateral Property. The Superpriority
Claim will have priority over all administrative expenses and all
other claims against the Debtor.
The Debtor will maintain insurance coverage for all of the
Collateral Property, in accordance with the obligations under the
Loan Documents, in such amounts, and with such carriers and
coverages, as is usual and customary for a similarly situated
business.
These constitute Events of Default:
a) The Debtor exceeds the Variance without the written consent
of Cornerstone. In the event that Cornerstone does not consent, the
Debtor will request an expedited hearing seeking Court approval of
the payment of expenditures in excess of the Variance; and
b) The Debtor fails to make any payment due to Cornerstone as
required by the Final Order or any other of the Court.
A copy of the final order and the Debtor's budget is available at
https://bit.ly/3h8ffVV from PacerMonitor.com.
The Debtor projects $124,445.33 in total monthly expenses and
$124,572 in total revenue.
About CF&G Enterprises, Inc.
CF&G Enterprises, Inc. is a Georgia-based company that operates a
day care center. The Debtor sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-55042) on
July 5, 2021. In the petition signed by Laura C. Federspiel, chief
executive officer, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Paul Baisier oversees the case.
Will B. Geer, Esq., at Wiggam & Geer, LLC is the Debtor's counsel.
Cornerstone Bank, as lender, is represented by:
Ron C. Bingham, II, Esq.
John A. Thomson, Jr. Esq.
Adams and Reese LLP
3424 Peachtree Road, NE, Suite 1600
Atlanta, GA 30326
Tel: 427-3700
Fax: (404) 500-5975
Email: ron.bingham@arlaw.com
john.thomson@arlaw.com
CLASSIC ACQUISITIONS: Taps Pitts, Hay & Hugenschmidts as Counsel
----------------------------------------------------------------
Classic Acquisitions, LLC received approval from the U.S.
Bankruptcy Court for the Western District of North Carolina to hire
Pitts, Hay & Hugenschmidts, P.A. to serve as legal counsel in its
Chapter 11 case.
The firm's services include:
(a) giving legal advice with respect to the Debtor's powers
and duties in the continued operation of its business and
management of its property;
(b) preparing legal papers; and
(c) performing all other necessary legal services.
Edward Hay, Jr., Esq., the firm's attorney who will be handling the
case, disclosed that he is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
Mr. Hay can be reached at:
Edward C. Hay, Jr., Esq.
Pitts, Hay & Hugenschmidts, P.A.
14 Clayton Street
Asheville, NC 28801
Tel: 828-255-8085
Fax: 828-251-2760
Email: firm@phhlawfirm.com
About Classic Acquisitions
Asheville, N.C.-based Classic Acquisitions, LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. N.C. Case No.
21-10164) on Sept. 1, 2021, listing as much as $10 million in both
assets and liabilities. Anne Morrow, a member, signed the
petition. Judge George R. Hodges oversees the case. The Debtor
tapped Edward C. Hay, Jr. of Pitts, Hay, Hugenschmidt as legal
counsel.
CYTODYN INC: Raises $3.87 Million Through Private Placement
-----------------------------------------------------------
From Aug. 31, 2021 through September 7, 2021, CytoDyn Inc. issued
in a private placement to accredited investors a total of 3,872,000
shares of its common stock, par value $0.001 per share, together
with warrants to purchase a total of 968,000 shares of Common Stock
at an exercise price of $1.00 per share. The securities were
issued with a combined purchase price of $1.00 per fixed
combination of one share of Common Stock and one quarter of one
warrant to purchase one share of Common Stock, for total gross
proceeds to the Company of $3,872,000.
Also, from Aug. 31, 2021 through Sept. 7, 2021, the Company entered
into Warrant Exercise Inducement Agreements with four holders of
outstanding warrants to purchase an aggregate of 1,263,750 shares
of Common Stock. The Exercise Warrants had exercise prices ranging
from $0.45 to $0.75 per share and were issued in various financing
transactions between Jan. 23, 2018 and Dec. 9, 2019, expiring five
years from their respective dates of issuance.
Pursuant to the Exercise Agreements, as an inducement to exercise
the Exercise Warrants immediately for cash, the Company and the
holders agreed to negotiated exercise prices ranging from $0.90 to
$1.50 per share, and the Company agreed to issue to each Exercise
Warrant holder upon exercise an additional share of Common Stock
for each share of Common Stock underlying the Exercise Warrants.
In the aggregate, from Aug. 31, 2021 through Sept. 7, 2021,
2,527,500 shares of Common Stock, which includes the 1,263,750
Warrant Shares and 1,263,750 Additional Shares, were issued in
these transactions for aggregate gross proceeds to the Company of
$1,675,375.
In August 2021, the Company and the holder of a secured convertible
promissory note issued on Nov. 10, 2020, entered into exchange
agreements pursuant to which the November 2020 Note was partitioned
into new notes with an aggregate balance of approximately $5.0
million, including accrued interest. The outstanding balance of
the November 2020 Note was fully retired by the Partitioned Notes.
The Company and the investor exchanged the Partitioned Notes for
approximately 4.4 million shares.
In connection with a fee dispute with an investment banking firm
regarding private placements of equity securities by the Company
during 2018, 2019 and 2020 in which the firm acted as placement or
soliciting agent, or was otherwise due a tail fee regarding
subsequent investments by certain investors, the Company entered
into a settlement agreement with the firm that included the
issuance, on Aug. 27, 2021, of warrants to purchase 1,600,000
shares of common stock with an exercise price of $0.40 per share
and a seven-year term. The warrants provide for cashless exercise.
The warrants were issued and the shares issuable upon exercise of
the warrants will be issued in reliance on the exemption from
registration provided by Section 4(a)(2) of the Securities Act as a
transaction not involving a public offering of securities.
About CytoDyn Inc.
Headquartered in Vancouver, Washington, CytoDyn Inc. --
http://www.cytodyn.com-- is a late-stage biotechnology company
focused on the clinical development and potential commercialization
of leronlimab (PRO 140), a CCR5 antagonist to treat HIV infection,
with the potential for multiple therapeutic indications.
Cytodyn reported a net loss of $154.67 million for the year ended
May 31, 2021, compared to a net loss of $124.40 million for the
year ended May 31, 2020. As of May 31, 2021, the Company had
$132.08 million in total assets, $153.10 million in total
liabilities, and a total stockholder's deficit of $21.02 million.
Birmingham, Alabama-based Warren Averett, LLC, the Company's
auditor since 2007, issued a "going concern" qualification in its
report dated July 30, 2021, citing that the Company incurred a net
loss of approximately $154,674,000 for the year ended May 31, 2021
and has an accumulated deficit of approximately $511,294,000
through May 31, 2021, which raises substantial doubt about its
ability to continue as a going concern.
DEERFIELD PLACE: Case Summary & 7 Unsecured Creditors
-----------------------------------------------------
Debtor: Deerfield Place Assisted Living LLC
15 State St
Deerfield, WI 53531
Business Description: The Debtor operates an assisted living
facility in Deerfield, Wisconsin.
Chapter 11 Petition Date: September 7, 2021
Court: United States Bankruptcy Court
Western District of Wisconsin
Case No.: 21-11870
Debtor's Counsel: Wade M. Pittman, Esq.
PITTMAN & PITTMAN LAW OFFICES, LLC
712 Main Street
La Crosse, WI 54601
Tel: (608) 784-0841
Fax: (608) 784-2206
Email: Info@PittmanandPittman.com
Total Assets: $420,000
Total Liabilities: $861,197
The petition was signed by Nikol Gerou, owner/member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's seven unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/W6EPFRY/Deerfield_Place_Assisted_Living__wiwbke-21-11870__0001.0.pdf?mcid=tGE4TAMA
DIAMONDHEAD CASINO: Incurs $2.2 Million Net Loss in 2020
--------------------------------------------------------
Diamondhead Casino Corporation filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $2.22 million for the year ended Dec. 31, 2020, compared to
a net loss of $1.28 million for the year ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $5.56 million in total assets,
$14.25 million in total liabilities, and a total stockholders'
deficit of $8.68 million.
Marlton, New Jersey-based Friedman LLP, the Company's auditor since
2004, issued a "going concern" qualification in its report dated
Sept. 3, 2021, citing that the Company has incurred significant
recurring net losses over the past several years. In addition, the
Company has no operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
The Company's continued existence is dependent upon its ability to
raise the necessary capital with which to satisfy liabilities, fund
future costs and expenses and develop the Diamondhead, Mississippi
property.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/844887/000149315221021965/ex99-1.htm
About DiamondHead
Headquartered in Alexandria, Virginia, DiamondHead Casino
Corporation owns, through its wholly-owned subsidiary, Mississippi
Gaming Corporation, an approximate 400-acre undeveloped property
located at 7051 Interstate 10, Diamondhead, Mississippi 39525. The
Company's intent was and is to construct a casino resort and other
amenities on the Property unilaterally or in conjunction with one
or more joint venture partners.
DK PROPERTIES: Case Summary & 3 Unsecured Creditors
---------------------------------------------------
Debtor: DK Properties LLP
47 Porter Street
Winder, GA 30680
Business Description: DK Properties LLP is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: September 6, 2021
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 21-20951
Debtor's Counsel: Charles Kelley, Esq.
KELLEY & CLEMENTS LLP
PO Box 2758
Gainesville, GA 30503
Tel: 770-531-0007
Email: ckelley@kelleyclements.com
Total Assets: $2,345,390
Total Liabilities: $1,616,009
The petition was signed by David H. Smith as managing partner.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/SAQ4SIQ/DK_Properties_LLP__ganbke-21-20951__0001.0.pdf?mcid=tGE4TAMA
DRIVE SHACK: Incurs $1.97 Million Net Loss in Second Quarter
------------------------------------------------------------
Drive Shack Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $1.97
million on $73.88 million of total revenues for the three months
ended June 30, 2021, compared to a net loss of $39.53 million on
$32.10 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 $12.87 million on $134.97 million of total revenues
compared to a net loss of $56.89 million on $93.24 million of total
revenues for the six months ended June 30, 2020.
As of June 30, 2021, the Company had $495.84 million in total
assets, $446.33 million in total liabilities, and $49.51 million in
total equity.
As of June 30, 2021, the Company had $81.4 million of cash and cash
equivalents.
"Our primary cash needs are capital expenditures for opening new
Drive Shack and Puttery venues and for general corporate purposes,"
Drive Shack said.
"The Company's growth strategy is capital intensive and our ability
to execute is dependent upon many factors, including the current
and future operating performance of our Entertainment Golf venues
and Traditional Golf properties, the pace of expansion, real estate
markets, site locations, our ability to raise financing and the
nature of the arrangements negotiated with landlords. Based upon
current levels of operations and anticipated growth, we expect that
cash flows from operations, combined with other financing
alternatives in place or available, and further combined with the
asset sales, as discussed below, will be sufficient to meet our
working capital and capital expenditure requirements for the
foreseeable future," Drive Shack said.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1175483/000117548321000014/ds-20210630.htm
About Drive Shack
Headquartered in Dallas, TX, Drive Shack Inc. is an owner and
operator of golf-related leisure and social entertainment venues
and courses focused on bringing people together through competitive
socializing, by combining sports and entertainment with elevated
food and beverage offerings. The Company was formed in 2002 and
its common stock is traded on the NYSE under the symbol as "DS."
Drive Shack reported a net loss of $56.35 million in 2020, a net
loss of $54.85 million in 2019, and a net loss of $38.68 million in
2018.
EAST HUDSON LEVEL: Seeks OK on Cash Deal for Mediation Fees
-----------------------------------------------------------
East Hudson Level Flooring Systems, Inc. asked the U.S. Bankruptcy
Court for the Southern District of New York to approve a
stipulation the Debtor entered into with Webster Bank, N.A.,
pertaining to the Debtor's use of up to $10,000 of cash collateral
to pay for certain mediation fees with respect to certain adversary
proceedings involving the Debtor.
In consideration for such use (i) the Lender would retain its first
priority liens and security interests in the collateral and the
proceeds thereof; (ii) Lender's liens and security interests would
be deemed valid, perfected and enforceable to the same extent and
priority such liens were valid, perfected and enforceable on the
Petition Date; and (iii) such liens and security interests would
continue in full force and effect, and continue to encumber the
collateral.
Moreover, the Debtor agrees that the Lender shall have a valid,
first priority perfected, binding and enforceable replacement lien
in the collateral as well as in all of the Debtor's other
post-petition assets, to the extent of any diminution in value of
the collateral.
As of the Petition Date, the Debtor owes the Lender not less than
$284,143, plus interest, costs, fees, attorneys' fees and other
charges under a Commercial Term Note dated March 24, 2016.
A copy of the stipulation is available for free at
https://bit.ly/3n8kxEN from PacerMonitor.com.
About East Hudson Level Flooring Systems
East Hudson Level Flooring Systems, Inc., sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. N.Y. Case No.
19-22812) on April 16, 2019. At the time of the filing, the Debtor
disclosed $1,360,150 in assets and $3,295,970 in liabilities.
Judge Robert D. Drain oversees the case. Davidoff Hutcher & Citron
LLP is the Debtor's counsel.
The firm may be reached through:
Robert L. Rattet, Esq.
Davidoff Hutcher & Citron LLP
120 Bloomingdale Road, Suite 100
White Plains, NY 10605
Telephone: (914) 381-7400
Email: rlr@dhclegal.com
EMPIRE PETROLEUM: Incurs $5.3 Million Net Loss in Second Quarter
----------------------------------------------------------------
Empire Petroleum Corporation filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $5.27 million on $4.72 million of total revenue for the three
months ended June 30, 2021, compared to a net loss of $2.97 million
on $592,155 of total revenue for the three months ended June 30,
2020.
For the six months ended June 30, 2021, the Company reported a net
loss of $6.27 million on $6.82 million of total revenue compared to
a net loss of $1.39 million on $4.42 million of total revenue for
the six months ended June 30, 2020.
As of June 30, 2021, the Company had $43.09 million in total
assets, $49.29 million in total liabilities, and a total
stockholders' deficit of $6.20 million.
As of June 30, 2021, the Company had $1,016,877 of cash. The
Company expects to incur costs related to future oil and natural
gas acquisitions for the foreseeable future. It is expected that
management will attempt to raise additional capital for future
investment opportunities and working capital.
The Company stated, "Lower oil and natural gas prices present
challenges to our industry and our Company. The economic impact of
the COVID-19 pandemic have caused oil price volatility in 2020. In
the first three quarters of 2020, gains on settled derivatives
offset a large portion of the impact of the recent decline in
prices and slower production, and we currently have derivative
positions in place for a portion of our expected remaining 2021
production. There can be no assurance that we will be able to add
derivative positions to cover the remainder of our expected
production at favorable prices."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/887396/000107261321000542/form10q063021.htm
About Empire Petroleum Corporation
Empire Petroleum Corporation is a publicly traded, Tulsa-based oil
and gas company with current producing assets in Texas, Louisiana,
North Dakota, Montana and New Mexico. Management is focused on
targeted acquisitions of proved developed assets with synergies
with its existing portfolio of wells. Empire looks for assets
where its operational team can deploy rigorous field/well
management techniques to reduce unit operating costs and improve
margins while optimizing production.
The Company reported a net loss of $16.83 million for the year
ended Dec. 31, 2020, compared to a net loss of $6.65 million for
the year ended Dec. 31, 2019.
Tulsa, Oklahoma-based HoganTaylor LLP, the Company's auditor since
2003, issued a "going concern" qualification in its report dated
March 31, 2021, citing that the Company has incurred significant
losses since inception. The Company's ability to continue as a
going concern is dependent upon the existence, discovery, and
development of economically recoverable oil and gas reserves and is
dependent upon the Company obtaining necessary financing to carry
out its exploration and development program. This raises
substantial doubt about the Company's ability to continue as a
going concern.
EVOLUTIONARY GENOMICS: Incurs $554K Net Loss in Second Quarter
--------------------------------------------------------------
Evolutionary Genomics, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $553,701 on zero grant revenue for the three months ended June
30, 2021, compared to a net loss of $294,798 on zero grant revenue
for the three months ended June 30, 2020.
For the six months ended June 30, 2021, the Company reported a net
loss of $1.07 million on zero grant revenue compared to a net loss
of $536,614 on $12,500 of grant revenue for the six months ended
June 30, 2020.
As of June 30, 2021, the Company had $3.24 million in total assets,
$2.45 million in total liabilities, $3.57 million in total
preferred stock subject to possible redemption, and a total
stockholders' deficit of $2.78 million.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/884363/000155335021000646/fnam_10q.htm
About Evolutionary Genomics
Evolutionary Genomics, Inc. has developed a technology platform,
the Adapted Traits Platform, to identify commercially valuable
genes that control important traits in animals and plants. The
Company is using the ATP to identify genes to improve crop plant
traits such as yield, sugar content, biomass, drought tolerance,
and pest/disease resistance. Its platform identifies key genes
that have changed successfully to impart new or improved traits.
The Company reported a net loss of $1.71 million for the year ended
Dec. 31, 2020, compared to a net loss of $793,140 for the year
ended Dec. 31, 2020.
GBG USA: $16MM DIP Term Loan OK'd on Final Basis
------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York has
authorized GBG USA Inc. and affiliates to, among other things, use
cash collateral on a final basis in accordance with the budget and
borrow up to $16 million under a limited recourse secured
postpetition DIP financing facility from a syndicate of lenders and
ReStore Capital, LLC, as administrative and collateral agent.
The Debtors have a critical need to obtain the DIP Financing in
order to permit, among other things, the orderly continuation of
the operation of their businesses, maintain business relationships
with vendors, suppliers and customers, make payroll, satisfy other
working capital and operational needs, and fund expenses of the
Chapter 11 Cases.
About $12 million of the DIP loan was made available upon the
Court's entry of an interim order.
The Debtors are authorized to continue to use the proceeds of the
extensions of credit under the DIP Facility only for the purposes
specifically set forth in the DIP Credit Agreement, including
without limitation to fund the Chapter 11 Cases in accordance with
the Approved Budget, and the Final Order and the Cash Collateral
Orders and in compliance with the Approved Budget.
The other Debtors party to the DIP Facility are authorized on a
final basis to jointly and severally guarantee on a senior secured
superpriority basis the DIP Loans and the other DIP Obligations.
The guarantee will be payable solely from the Acquired Assets -- as
defined in the Asset Purchase Agreement, dated as of July 28, 2021,
by and among WH AQ Holdings LLC as Purchaser, Hilco Trading, LLC as
Guarantor, GBG USA, and the affiliates of GBG USA -- and other
Collateral as defined in the DIP Credit Agreement.
All of the DIP Obligations will constitute allowed superpriority
administrative expense claims against the DIP Loan Parties on a
joint and several basis (without the need to file any proof of
claim) with priority over any and all claims against the DIP Loan
Parties, now existing or hereafter arising.
As security for the DIP Obligations, the DIP Agent, for benefit of
itself and the other DIP Secured Parties, is granted first priority
senior and priming liens solely on the DIP Collateral and all
proceeds thereof. The DIP Priming Liens will prime liens of the
Prepetition Secured Parties on the DIP Collateral. The DIP Priming
Liens will be (i) junior to any valid, perfected, enforceable and
unavoidable security interests and liens of other parties, if any,
on such property existing immediately prior to the Petition Date
(other than the Primed Liens), or to any valid, perfected and
unavoidable interests in such property arising out of liens to
which the liens of the Prepetition Secured Parties may become
subject subsequent to the Petition Date, (ii) senior in all
respects to the liens of the Prepetition Secured Parties on the DIP
Collateral, and (iii) senior to the Adequate Protection Liens on
the DIP Collateral; provided, however, for the avoidance of doubt,
no DIP Liens will encumber any Excluded Asset.
The DIP Agreement requires the Debtors to meet certain milestones,
including:
-- receiving a binding qualified bid that provides sufficient
consideration to indefeasibly repay the DIP obligations in full in
cash within 60 calendar days after the petition date; and
-- obtaining bankruptcy court approval of, and consummating,
the sale within 70 calendar days after the petition date.
A copy of the Final Order, and the Debtors' 13-week budget through
the week of November 19, is available for free at
https://bit.ly/38G0hlA from Prime Clerk, claims agent.
ReStore Capital, LLC, as administrative and collateral agent, is
represented by:
Allan S. Brilliant, Esq.
Stephen M. Wolpert, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036-6797
E-mail: allan.brilliant@dechert.com
stephen.wolpert@dechert.com
Tel: (212) 698-3500
Fax: (212) 698-3599
About Global Brands Group Holding Limited
Global Brands Group Holding Limited (SEHK Stock Code: 787) is a
branded apparel and footwear company. The Group designs, develops,
markets and sells products under a diverse array of owned and
licensed brands.
The Group's Europe 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 Europe 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 is a company incorporated under the laws of Delaware and is
an indirect wholly owned subsidiary of the Company. GBG USA is
primarily engaged in operating the wholesale and direct-to-consumer
footwear and apparel business in North America.
GBG USA and 10 affiliates sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 21-11369) on July 29, 2021. In the
petition signed, GBG estimated both assets and liabilities between
$1 billion and $10 billion. The cases are handled by Honorable
Judge Michael E. Wiles.
Willkie Farr & Gallagher LLP is the Debtors' counsel. Ankura
Consulting Group, LLC, is the Debtors' restructuring advisor.
Ducera Partners LLC is the Debtors' financial advisor. Prime Clerk
LLC is the claims and noticing agent.
Moses & Singer LLP serves as counsel for HSBC Bank USA, National
Association, acting as the Debtors' Prepetition First Lien Admin
Agent, Prepetition First Lien Collateral Agent and Prepetition
Second Lien Collateral Agent.
Linklaters LLP is counsel for the Debtors' Prepetition First Lien
Lenders.
ReStore Capital, LLC, as DIP administrative and collateral agent,
is represented by Dechert LLP.
GEVO INC: Incurs $18.3 Million Net Loss in Second Quarter
---------------------------------------------------------
Gevo, Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q disclosing a net loss of $18.25
million on $422,000 of total revenues for the three months ended
June 30, 2021, compared to a net loss of $6.04 million on $988,000
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 $28.31 million on $515,000 of total revenues compared to a
net loss of $15.30 million on $4.81 million of total revenues for
the same period during the prior year.
As of June 30, 2021, the Company had $685.67 million in total
assets, $109.55 million in total liabilities, and $576.12 million
in total stockholders' equity.
As of June 30, 2021, the Company had cash and cash equivalents
totaling $17.1 million, restricted cash totaling $128.1 million and
marketable securities totaling $422.1 million.
The Company stated, "Since our inception in 2005, we have devoted
most of our cash resources to manufacturing ethanol, isobutanol and
related products, research and development and selling, general and
administrative activities related to the commercialization of
isobutanol and related products from renewable feedstocks. We have
incurred losses since inception and expect to incur losses through
at least 2022. We have financed our operations primarily with
proceeds from multiple sales of equity and debt securities,
borrowings under debt facilities and product sales.
The continued operation of our business is dependent upon raising
additional capital through future public and private equity
offerings, debt financings or through other alternative financing
arrangements. In addition, successful completion of our research
and development programs and the attainment of profitable
operations are dependent upon future events, including our ability
to raise sufficient capital to expand our commercial production
capabilities, completion of our development activities resulting in
sales of isobutanol or isobutanol-derived products and/or
technology, achieving market acceptance and demand for our products
and services and attracting and retaining qualified personnel.
We expect to incur future net losses as we continue to fund the
development and commercialization of our products and product
candidates. We have primarily relied on raising capital to fund
our operations and debt service obligations by issuing common stock
and warrants in underwritten public offerings. Those issuances
have caused significant dilution to our existing stockholders.
While we have sought, and will continue to seek, other, less
dilutive forms of financing to fund our operations and debt service
obligations, there is no assurance that we will be successful in
doing so.
Our transition to profitability is dependent upon, among other
things, the successful development and commercialization of our
products and product candidates, the achievement of a level of
revenues adequate to support our cost structure and securing
sufficient financing for the construction of production facilities.
We may never achieve profitability or generate positive cash flows,
and unless and until we do, we will continue to need to raise
additional cash. We intend to fund future operations through
additional private and/or public offerings of debt or equity
securities. In addition, we may seek additional capital through
arrangements with strategic partners or from other sources and we
will continue to address our cost structure. Notwithstanding,
there can be no assurance that we will be able to raise additional
funds or achieve or sustain profitability or positive cash flows
from operations."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1392380/000143774921019785/gevo20210630_10q.htm
About Gevo
Englewood, Colo.-based Gevo, Inc. -- www.gevo.com -- is a
growth-oriented renewable fuels technology and development company
that is commercializing the next generation of renewable low-carbon
liquid transportation fuels, such as SAF, and renewable isooctane,
with the potential to achieve a "net zero" greenhouse gas footprint
and address global needs of reducing GHG emissions with sustainable
alternatives to petroleum fuels. Its technology transforms carbon
from the atmosphere using photosynthetic energy, wind energy and
biogas energy into liquid hydrocarbons with a low or potentially
"net-zero" GHG footprint.
The Company reported a net loss of $40.18 million for the year
ended Dec. 31, 2020, compared to a net loss of $28.66 million for
the year ended Dec. 31, 2019.
GRAN TIERRA: Appoints Alison Redford to Board of Directors
----------------------------------------------------------
Gran Tierra Energy Inc. has appointed Alison Redford as an
independent director of the company, effective Sept. 1, 2021.
Ms. Redford serves as an advisor to national governments and
ministries in emerging economies on regulatory reform to promote
transparency and investor confidence. She provides independent
advice on the creation of regulatory regimes related to climate,
social and governance sustainability most recently in Pakistan,
Afghanistan, South Sudan and Guyana. Separately, Ms. Redford also
serves as a strategic advisor to public companies operating in
volatile political climates to assess risk and ensure regulatory
compliance, particularly as it relates to Extractive Industries
Transparency Initiatives and Community Benefits Agreements for
affected indigenous people.
Ms. Redford served as Premier of Alberta from 2011 to 2014 and as
Minister of Justice and Attorney General from 2008. She graduated
from the College of Law at the University of Saskatchewan (1988)
and also obtained a Master of Arts degree from the School of
Oriental and African Studies at the University of London (2021).
Ms. Redford was appointed Queens Counsel in 2008.
Gran Tierra's Board Chair Robert Hodgins stated, "We are pleased to
welcome Alison Redford to Gran Tierra's Board of Directors. Alison
brings a wealth of government, regulatory and international
experience and will add valuable perspectives to our Board. We
look forward to working with Alison and benefitting from her
knowledge and expertise."
About Gran Tierra
Headquartered in Calgary, Alberta, Canada, Gran Tierra Energy Inc.
(www.grantierra.com), together with its subsidiaries, is an
independent international energy company focused on oil and natural
gas exploration and production. The Company is focused on its
existing portfolio of assets in Colombia and Ecuador and will
pursue new growth opportunities throughout Colombia and Latin
America, leveraging its financial strength. The Company's common
stock trades on the NYSE American, the Toronto Stock Exchange and
the London Stock Exchange under the ticker symbol GTE.
Gran Tierra reported a net and comprehensive loss of $777.97
million for the year ended Dec. 31, 2020. For the six months
ended
June 30, 2021, the Company reported a net and comprehensive loss of
$55.05 million.
GROWLIFE INC: Closes $335K Funding Transactions With Bucktown
-------------------------------------------------------------
GrowLife, Inc. has closed certain transaction with Bucktown
Capital, LLC, a Utah limited liability company.
On Aug. 25, 2021, GrowLife executed the following agreement with
Bucktown: (i) securities purchase agreement; (ii) secured
convertible promissory note; and (iii) security agreement.
GrowLife entered into the agreements with the intent to acquire
working capital to grow its businesses and to hold its annual
shareholder meeting.
The total amount of funding under the agreements is $335,000 as
represented in the note. The total purchase price for this note is
$300,000; the note carries an aggregate original issue discount of
$30,000 and a transaction expense amount of $5,000.
GrowLife agreed to reserve three times the number of shares based
on the redemption value with a minimum of 100,000,000 shares of its
common stock for issuance upon conversion of the note, if that
occurs in the future. If not converted sooner, the note is due on
or before Aug. 25, 2022. The note has an interest rate of eight
percent. The note is convertible, at Bucktown's option, into
GrowLife's common stock at $0.10 per share (the conversion price),
subject to adjustment as provided for in the note. However, in the
event the "market capitalization" falls below the minimum market
capitalization, the conversion price shall equal the lower of the
conversion price and the market price as of any applicable date of
conversion.
GrowLife's obligation to pay the note, or any portion thereof, is
secured by all of the company's assets.
New Corporate Offices
Effective Aug. 25, 2021, GrowLife moved its corporate offices to
11335 NE 122nd Way, Suite 105, Kirkland, WA 98034. The terms of
the lease are the same as those of its prior corporate offices.
GrowLife believes this space is sufficient for the company's
current needs.
About GrowLife
GrowLife, Inc. (PHOT)-- http://www.shopgrowlife.com-- aims to
become the nation's largest cultivation service provider for
cultivating organics, herbs and greens and plant-based medicines.
GrowLife is headquartered in Kirkland, Washington and was founded
in 2012.
GrowLife reported a net loss of $6.38 million in 2020, a net loss
of $7.37 million in 2019, and a net loss of $11.47 million in 2018.
As of June 30, 2021, the Company had $5.08 million in total assets,
$10.07 million in total current liabilities, $777,858 in total
long-term liabilities, and a total stockholders' deficit of $5.77
million.
Walnut Creek, California-based BPM LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
April 15, 2021, citing that the Company has sustained recurring
losses from operations and has an accumulated deficit since
inception. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
INTERSTATE UNDERGROUND: Seeks to Employ CBIZ MHM as Accountant
--------------------------------------------------------------
Interstate Underground Warehouse and Industrial Park, Inc. seeks
approval from the U.S. Bankruptcy Court for the Western District of
Missouri to hire CBIZ MHM, LLC to perform accounting and tax
services in its Chapter 11 case.
The firm's hourly rates are as follows:
Partner / Principal $600 per hour
Managing Director $600 per hour
Senior Manager $265 per hour
Manager $205 per hour
Senior $185 per hour
Staff $150 per hour
The Debtor paid $10,000 to the law firm as a retainer fee.
Ben Anderson, managing director at CBIZ MHM, 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:
Ben Anderson
CBIZ MHM, LLC
700 w. 47TH Street, Suite 1100
Kansas City, MO 64112
Tel.: 816-945-5237
Email: BenAnderson@cbiz.com
About Interstate Underground Warehouse
and Industrial Park
Kansas City, Mo.-based Interstate Underground Warehouse and
Industrial Park, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Mo. Case No. 21-40834) on July 1,
2021. In the petition signed by Leslie Reeder, chief executive
officer, the Debtor disclosed up to $10 million in assets and up to
$50 million in liabilities.
Judge Dennis R. Dow is assigned to the case.
Pamela Putnam, Esq., at Armstrong Teasdale LLP is the Debtor's
legal counsel while CBIZ MHM, LLC serves as the Debtor's
accountant.
LATAM AIRLINES: No Plan of Selling to Rival Azul, Says CEO
----------------------------------------------------------
Daniel Martínez Garbuno of Simple Flying reports that LATAM
Airlines Group is not interested in selling its Brazilian branch to
local competitor Azul, Jerome Cadier, the Brazilian CEO, recently
said. Instead, the company is focused on exiting successfully from
its Chapter 11 bankruptcy process in the next few weeks.
Throughout 2021, LATAM has publicly declined any interest in
selling its Brazilian branch. In a statement sent to Simple Flying
in May 2021, LATAM said,
"LATAM Group intends to compete in Brazil and other markets
aggressively and doesn't have the intention of selling or breaking
apart its Brazilian, or any other, branch. LATAM Group has not
received any acquisition proposal. The ending of the domestic
codeshare by LATAM is not related to this topic."
Azul's CEO, John Rodgerson, has recently given strength to the
possibility of a buyout. Rogerson argued that the Brazilian
government should look into the possibility of merging both
carriers. He said,
"The deputies should look into this. If we see other countries
worldwide, Air Canada has 70% of the Canadian market share; Avianca
has 70% of the Colombian market; LAN has 85% of the Chilean market.
We shouldn't think of this as something harmful, and instead, we
should look at the opportunities."
If Azul and LATAM Brazil did merge, they would create a powerhouse
in the Brazilian market. They would have a combined market share of
68%, according to the latest stats provided by the Civil Aviation
Authorities.
In an interview with the Brazilian newspaper O Globo, Jerome Cadier
denied the rumors again. He said that Azul's plan is to delay
LATAM's exit from its Chapter 11 process. LATAM will present its
reorganization plan next week.
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 PLLC: Trustee Seeks Cash from Company's Ex-Partners
---------------------------------------------------------------
Meghan Tribe of Bloomberg Law reports that the LeClairRyan
bankruptcy liquidation trustee is seeking to claw back
distributions from the defunct law firm, alleging "improper
distributions of substantial sums of money."
LeClairRyan attorneys want to recover funds from firm shareholders,
employees and third parties, trustee Lynn Tavenner says in over 40
court filings Thursday. The filings in the U.S. Bankruptcy Court
for the Eastern District of Virginia also allege that former
officers and directors breached their fiduciary duties.
The filings are the latest in the saga for LeClairRyan, a firm that
went bankrupt in 2019 but continues as a target of ever-more
mountainous amounts of court filings through its Chapter 7
liquidation.
Tavenner has also brought a case against UnitedLex Corp and ULX
Partners, the joint venture between LeClairRyan and UnitedLex was
supposed to help the struggling Richmond, Va.-based firm stay
afloat but instead resulted in fraud, Tavenner alleges.
Tavenner, who is represented by Quinn Emanuel's Erika Morabito and
Brittany Nelson, last week amended the complaint in that case,
adding LeClairRyan co-founder Gary LeClair as a defendant.
LeClair's attorney Scott Sexton called the allegations "completely
meritless" in a statement to Bloomberg Law last week.
Among those named by the trustee in proceedings on Thursday are
LeClairRyan's former leadership team, including its chief executive
officer C. Erik Gustafson, who led the firm from 2016 until 2019
and Elizabeth Acee, who was named firm president in Feb. 2019.
Those named also include UnitedLex CEO Dan Reed and CVC Capital
Partners.
Founded in 1988 as a regional corporate firm, LeClairRyan increased
overhead expenses as it expanded across the U.S. and suffered
declining revenues and mass partner defections, ultimately forcing
its filing for bankruptcy.
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.
MADU INC: Case Summary & Unsecured Creditor
-------------------------------------------
Debtor: Madu, Inc.
114 Oleander Avenue
Corpus Christi, TX 78404-1729
Business Description: Madu, Inc. is primarily engaged in renting
and leasing real estate properties.
Chapter 11 Petition Date: September 6, 2021
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 21-21226
Debtor's Counsel: Todd Headden, Esq.
HAYWARD PLLC
901 Mopac Expressway
Building 1, Suite 300
Austin, TX 78746
Tel: 737-881-7100
E-mail: theadden@haywardfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Sathesh Janaki as president.
The Debtor listed Direct Energy as its sole unsecured creditor
holding a claim of $20.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/NYXCZGY/Madu_Inc__txsbke-21-21226__0001.0.pdf?mcid=tGE4TAMA
MALLINCKRODT PLC: Claimants Say No Excuse to Delay Discovery
------------------------------------------------------------
Law360 reports that Mallinckrodt PLC is dragging its feet on
discovery related to its October 2020Chapter 11 plan confirmation
hearing and its "inexcusable" conduct does not merit additional
time from the court, according to a group of claimants.
The group -- which has claims related to Mallinckrodt's Acthar Gel
products -- filed an objection in Delaware bankruptcy court
Thursday, September 2, 2021, saying the drugmaker's request for an
emergency extension to Sept. 10, 2021 was disingenuous.
Mallinckrodt has ample resources and could have easily met the
initial deadline of Sept. 1, 2021, the group said. "Debtors have a
significant number of attorneys," the group wrote.
About Mallinckrodt PLC
Mallinckrodt is a global business consisting of multiple
wholly-owned subsidiaries that develop, manufacture, market and
distribute specialty pharmaceutical products and therapies. The
company's Specialty Brands reportable segment's areas of focus
include autoimmune and rare diseases in specialty areas like
neurology, rheumatology, nephrology, pulmonology and ophthalmology;
immunotherapy and neonatal respiratory critical care therapies;
analgesics; and gastrointestinal products. Its Specialty Generics
reportable segment includes specialty generic drugs and active
pharmaceutical ingredients. On the Web:
http://www.mallinckrodt.com/
On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates
sought Chapter 11 protection in Delaware in the U.S. (Bankr. D.
Del. Lead Case No. 20-12522) to seek approval of a restructuring
that would reduce total debt by $1.3 billion and resolve
opioid-related claims against them.
Mallinckrodt plc disclosed $9,584,626,122 in assets and
$8,647,811,427 in liabilities as of Sept. 25, 2020.
Judge John T. Dorsey oversees the cases.
The Debtors tapped Latham & Watkins LLP and Richards, Layton &
Finger P.A. as their bankruptcy counsel; Arthur Cox and Wachtell,
Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray
LLP as litigation counsel; Torys LLP as CCAA counsel; Guggenheim
Securities LLC as investment banker; and AlixPartners LLP as
restructuring advisor. Prime Clerk, LLC is the claims agent.
The official committee of unsecured creditors retained Cooley LLP
as its legal counsel, Robinson & Cole LLP as co-counsel, and Dundon
Advisers LLC as its financial advisor.
On Oct. 27, 2020, the U.S. Trustee for Region 3 appointed an
official committee of opioid related claimants. The OCC tapped
Akin Gump Strauss Hauer & Feld LLP as its lead counsel, Cole Schotz
as Delaware co-counsel, Province Inc. as financial advisor, and
Jefferies LLC as investment banker.
The Debtors filed their plan of reorganization and disclosure
statement on April 20, 2021.
MALLINCKRODT PLC: Reaches Deal with Opioid Related Creditors
------------------------------------------------------------
Mallinckrodt plc (OTCMKTS: MNKKQ) on Sept. 3, 2021, announced that
it has reached an agreement with the Official Committee of Opioid
Related Creditors (the "OCC") and the Restructuring Support
Agreement (the "RSA") Parties to support an amended Plan of
Reorganization (the "Amended Plan"), which the Company will file in
the coming days. The agreement with the OCC follows recently
announced agreements to support the Amended Plan that Mallinckrodt
reached with the Official Committee of Unsecured Creditors
appointed in its Chapter 11 cases (the "UCC") and certain of
Mallinckrodt's second lien noteholders.
Mark Trudeau, President and Chief Executive Officer of
Mallinckrodt, said, "With this additional support, we are
continuing to build consensus for our restructuring plan, which
addresses litigation claims, reduces debt and positions the Company
for the long term. The support of these important stakeholder
groups reinforces our confidence that this is the best path forward
for Mallinckrodt and its creditors, enabling us to preserve value
while continuing to serve our customers and patients, support
employees and work with our suppliers and other partners. As we
continue to make important progress in this process, we remain
committed to developing new therapies, improving patient health
outcomes and supporting underserved patients with severe and
critical conditions."
The Amended Plan is based on the Company's previously announced the
RSA and includes key legal settlements that resolve, among other
claims, opioid claims brought against the Company. The Amended Plan
and RSA provide for a financial restructuring designed to
strengthen the Company's balance sheet and reduce its total debt by
approximately $1.3 billion.1 Implementing the Amended Plan and RSA
will significantly improve Mallinckrodt's financial position and
resolves the numerous lawsuits facing the Company, enabling the
Company to continue executing its strategic priorities and
developing and commercializing therapies that improve health
outcomes.
The Amended Plan is now supported by:
* Holders of approximately 84% of the Company's guaranteed
unsecured notes;
* An ad hoc group of first lien term lenders holding
approximately $1.3 billion of the Company's outstanding first lien
term loans;
* 50 states and territories and the Plaintiffs' Executive
Committee in the opioid multidistrict litigation, which will
recommend that more than 1,000 plaintiffs in multi-district
litigation against the Company support the Amended Plan and RSA;
* The Multi-State Governmental Entities Group (the "MSGE Group"),
which represents more than 1,300 counties, municipalities, tribes
and other governmental entities, across 38 states and territories,
with opioid-related litigation against the Company;
* An ad hoc group of second lien noteholders holding a majority
of the outstanding second lien notes;
* The UCC; and
* The OCC.
The UCC and the OCC are recommending that the constituents they
represent, which include all of the Company's unsecured creditors
and opioid plaintiffs, vote in favor of the Plan.
The Bankruptcy Court will hold a confirmation hearing to consider
approval of the Plan, which will commence in September 2021. If the
Amended Plan is confirmed, the Company intends to file an
examinership proceeding in Ireland to effectuate the reorganization
in Ireland, which the Company expects may take approximately 90-150
days.
Amended Reorganization Plan
As previously disclosed in the Current Report on Form 8-K filed
with the U.S. Securities and Exchange Commission by Mallinckrodt on
June 24, 2021, Mallinckrodt has commenced a solicitation of a
proposed Joint Chapter 11 Plan of Reorganization of Mallinckrodt
plc and Its Debtor Affiliates Under Chapter 11 of the Bankruptcy
Code, dated as of June 18, 2021 (the "Proposed Plan") in the cases
of the Debtors under chapter 11 of title 11 of the United States
Code in the U.S. Bankruptcy Court for the District of Delaware.
On Sept. 2, 2021, Mallinckrodt reached agreements in principle
with:
(1) the Governmental Plaintiff Ad Hoc Committee (the "GAHC"),
the Multi-State Governmental Entities Group (the "MSGE Group") and
the Official Committee of Opioid Related Claimants appointed in the
Chapter 11 Cases (the "OCC" and, together with the GAHC and the
MSGE Group, the "Opioid Claimants"),
(2) the Official Committee of Unsecured Creditors appointed in
the Chapter 11 Cases (the "UCC") and
(3) holders (the "Settling Second Lien Noteholders") of more
than two-thirds of the outstanding principal amount of the 10.000%
Second Lien Senior Secured Notes due 2025 (the "Second Lien Notes")
issued by Mallinckrodt's subsidiaries Mallinckrodt International
Finance S.A. and Mallinckrodt CB LLC and the trustee for the Second
Lien Notes (the "Second Lien Notes Trustee"), in each case relating
to the treatment of certain claims pursuant to the Proposed Plan,
as it shall be amended to conform to such agreements in principle
(the "Amended Plan").
Opioid Settlement
Pursuant to the agreement in principle with the Opioid Claimants
(the "Amended Opioid Settlement"), the Amended Plan shall not
provide for the assignment of any Additional Insurance Rights (as
defined in the Proposed Plan) to the trust to be established for
the benefit of the holders of opioid claims (the "Opioid Trust")
and the Debtors shall be permitted to offer and negotiate full
mutual releases with certain co-defendants. In addition, (1) the
Debtors will make an additional $125 million contribution in cash
to the Opioid Trust on the eighth anniversary of the effective date
of the Amended Plan, increasing the aggregate cash contributions to
the Opioid Trust pursuant to the Amended Plan to $1.725 billion,
(2) the Debtors will contribute, in addition to the other assets
set forth in the Proposed Plan, 50% of the Debtors’ interest in
certain claims arising from the Debtors 2015-2018 share repurchase
program and (3) holders of opioid claims shall receive a release
from the Debtors and certain other parties.
The Opioid Settlement further provides that the terms of the
Debtors' option to prepay the cash contributions to the Opioid
Trust shall be modified, including to extend the Debtors’ right
to prepay such claims at a specified discount until 18 months (from
12 months) after the effective date of the Amended Plan, and that
the terms of the New Opioid Warrants (as defined in the Proposed
Plan) will be modified so as to be exercisable for six years from
the Effective Date of the Amended Plan in all cases. Finally, the
Debtors and the Opioid Claimants have agreed in principle on the
covenants to be set forth in the Opioid Deferred Cash Payments
Terms (as defined in the Proposed Plan).
As a result of the Amended Opioid Settlement, the OCC will support
the Amended Plan and the GAHC and the MSGE Group will reaffirm
their previously agreed support for the Amended Plan.
UCC Settlement
Pursuant to the agreement in principle with the UCC (the "UCC
Settlement"), the Amended Plan shall provide for the establishment
of a trust for the benefit of the holders of general unsecured
claims against the Debtors (the "GUC Trust"), into which the
Debtors shall contribute the following: (1) $135 million in cash
(in lieu of the treatment currently set forth in the Proposed
Plan); (2) certain preference actions; (3) $20 million in cash
contingent upon both (A) the receipt of regulatory approval of
Terlivaz by the U.S. Food and Drug Administration and (B) reaching
$100 million of cumulative net sales of Terlivaz; (4) all avoidance
actions arising out of the acquisition of Sucampo Pharmaceuticals,
Inc. against selling shareholders; (5) 50% of the Debtors' interest
in certain claims arising from the Debtors 2015-2018 share
repurchase program; (6) all proceeds of the Debtors' 63% ownership
interest in the priority review voucher related to VTS-270 and (7)
35% of the proceeds of a sale of Debtors’ priority review voucher
related to Stratagraft.
As a result of the UCC Settlement, the UCC will support the Amended
Plan.
Second Lien Notes Settlement
Pursuant to the agreement in principle with the Settling Second
Lien Noteholders and the Second Lien Trustee (the "Second Lien
Notes Settlement"), the holders of Second Lien Notes shall receive
pursuant to the Plan new 10.000% Second Lien Senior Secured Notes
due 2025 that will have the same principal amount and other
economic terms as the Second Lien Notes, but shall have covenants
substantially equivalent to those set forth in the Takeback Second
Lien Notes Indenture (as defined in the Proposed Plan). The Debtors
shall also pay the reasonable and documented out-of-pocket fees and
expenses of the Settling Second Lien Noteholders, the Second Lien
Trustee and the collateral agent for the Second Lien Notes.
As a result of the Second Lien Notes Settlement, the Settling
Second Lien Noteholders have confirmed that they will vote in favor
of the Amended Plan.
About Mallinckrodt PLC
Mallinckrodt is a global business consisting of multiple
wholly-owned subsidiaries that develop, manufacture, market and
distribute specialty pharmaceutical products and therapies. The
company's Specialty Brands reportable segment's areas of focus
include autoimmune and rare diseases in specialty areas like
neurology, rheumatology, nephrology, pulmonology and ophthalmology;
immunotherapy and neonatal respiratory critical care therapies;
analgesics; and gastrointestinal products. Its Specialty Generics
reportable segment includes specialty generic drugs and active
pharmaceutical ingredients. On the Web:
http://www.mallinckrodt.com/
On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates
sought Chapter 11 protection in Delaware in the U.S. (Bankr. D.
Del. Lead Case No. 20-12522) to seek approval of a restructuring
that would reduce total debt by $1.3 billion and resolve
opioid-related claims against them. Mallinckrodt plc disclosed
$9,584,626,122 in assets and $8,647,811,427 in liabilities as of
Sept. 25, 2020.
Judge John T. Dorsey oversees the cases.
The Debtors tapped Latham & Watkins LLP and Richards, Layton &
Finger P.A. as their bankruptcy counsel; Arthur Cox and Wachtell,
Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray
LLP as litigation counsel; Torys LLP as CCAA counsel; Guggenheim
Securities LLC as investment banker; and AlixPartners LLP as
restructuring advisor. Prime Clerk, LLC is the claims agent.
The official committee of unsecured creditors retained Cooley LLP
as its legal counsel, Robinson & Cole LLP as co-counsel, and Dundon
Advisers LLC as its financial advisor.
On Oct. 27, 2020, the U.S. Trustee for Region 3 appointed an
official committee of opioid-related claimants. The OCC tapped
Akin Gump Strauss Hauer & Feld LLP as its lead counsel, Cole Schotz
as Delaware co-counsel, Province Inc. as financial advisor, and
Jefferies LLC as investment banker.
The Debtors filed their plan of reorganization and disclosure
statement on April 20, 2021.
MTE HOLDINGS: Gets Court Approval for Reorganization Plan
---------------------------------------------------------
Daniel Gill, writing for Bloomberg Law reports that oil and gas
driller MTE Holdings LLC won approval of its plan to pay creditors
and wind down in bankruptcy following an earlier, $66.8 million
asset sale.
Under the plan, approved Friday after two days of court hearings,
senior lien holders are expected to recover up to $27 million from
the proceeds of the sale to Riverstone Holdings LLC affiliate Maple
Energy Holdings LLC.
The plan creates two litigation trusts to benefit creditors of
different groups of bankrupt MTE affiliates, including MDC Energy
LLC, the operating company that drills in Texas' Permian Basin.
About MTE Holdings
MTE Holdings LLC is a privately held company in the oil and gas
extraction business. MTE sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 19-12269) on Oct. 22,
2019. In the petition signed by its authorized representative,
Mark A. Siffin, the Debtor disclosed assets of less than $50
billion and debts of $500 million.
Judge Karen B. Owens was originally assigned to the case before
Judge Christopher S. Sontchi took over.
The Debtor tapped Kasowitz Benson Torres LLP as its bankruptcy
counsel; Morris, Nichols, Arsht & Tunnell, LLP as its local
counsel; Greenhill & Co., LLC, as financial advisor and investment
banker; Ankura Consulting LLC, as a chief restructuring officer;
and Stretto as its claims and noticing agent.
NEOVASC INC: To Participate in H.C. Wainwright Annual Conference
----------------------------------------------------------------
Neovasc, Inc.'s management team will be participating in the 23rd
Annual H.C. Wainwright Global Investment Conference to be held
September 13 to 15, 2021.
A pre-recorded company presentation will be available beginning at
7:00 am EDT on September 13 through the conference website and the
Investor Relations section of the Neovasc website at
https://www.neovasc.com/investors/. The recording will be archived
for 90 days.
About Neovasc Inc.
Neovasc is a specialty medical device company that develops,
manufactures and markets products for the rapidly growing
cardiovascular marketplace. The Company is a leader in the
development of minimally invasive transcatheter mitral valve
replacement technologies, and minimally invasive devices for the
treatment of refractory angina. Its products include the Neovasc
Reducer, for the treatment of refractory angina, which is not
currently commercially available in the United States (2 U.S.
patients have been treated under Compassionate Use) and has been
commercially available in Europe since 2015, and Tiara, for the
transcatheter treatment of mitral valve disease, which is currently
under clinical investigation in the United States, Canada, Israel
and Europe. For more information, visit: www.neovasc.com.
Neovasc reported a net loss of $28.69 million for the year ended
Dec. 31, 2020, compared to a net loss of $35.13 million for the
year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had
$17.88 million in total assets, $15.90 million in total
liabilities, and $1.98 million in total equity.
Grant Thornton, LLP, in Vancouver, Canada, the Company's auditor
since 2002, issued a "going concern" qualification in its report
dated March 10, 2021, citing that the Company incurred a
comprehensive loss of $30.2 million during the year ended Dec. 31,
2020. These conditions, along with other matters, raise
substantial doubt about the Company's ability to continue as a
going concern as at Dec. 31, 2020.
NEXTERA ENERGy: Texas SC Won't Review Scuttled $18 Bil. Deal
------------------------------------------------------------
Law360 reports that the Texas Supreme Court on Friday, September 3,
2021, refused to review an appellate court ruling that the collapse
of NextEra Energy Inc.'s $18 billion takeover of Oncor Electric
Delivery Co. LLC following its rejection by the Public Utilities
Commission of Texas mooted NextEra's suit claiming the regulator
exceeded its authority. The Texas Supreme Court turned aside
several energy-related petitions and rehearing requests on Friday,
September 3, 2021.
The high court turned aside a handful of energy-related petitions
and rehearing requests on Friday, September 3, 2021, highlighted by
NextEra's plea to revive its suit.
About NextEra Energy
NextEra Energy, Inc. (NYSE: NEE), is a holding company. The Company
is an electric power companies in North America and, through its
subsidiary NextEra Energy Resources, LLC (NEER) and its affiliated
entities, is the generator of renewable energy from the wind and
sun. NEE also owns and/or operates generation, transmission and
distribution facilities to support its services to retail and
wholesale customers, and has investments in gas infrastructure
assets. Its segments include FPL and NEER. Florida Power & Light
Company (FPL) is a rate-regulated electric utility engaged
primarily in the generation, transmission, distribution and sale of
electric energy in Florida. NEER is a diversified clean energy
company with a business strategy that emphasizes the development,
acquisition and operation of long-term contracted assets with a
focus on renewable projects.
NEXTPLAY TECHNOLOGIES: Inks Exchange Agreement With Streeterville
-----------------------------------------------------------------
NextPlay Technologies, Inc. entered into an exchange agreement with
Streeterville Capital LLC, an accredited investor, pursuant to
which the investor exchanged $270,000 of an August 2021 requested
redemption of $1.25 million under a secured promissory note for
135,000 shares of the company's common stock.
As previously reported in the Current Report on Form 8-K filed by
NextPlay with the Securities and Exchange Commission on Nov. 27,
2020, the company sold Streeterville a secured promissory note in
the original principal amount of $5,520,000 on Nov. 23, 2020.
Streeterville paid consideration of (a) $3,500,000 in cash; and (b)
issued NextPlay a promissory note in the amount of $1,500,000
(which investor note was funded on Jan. 6, 2021) in consideration
for the Nov. 23 note, which included an original issue discount of
$500,000 and reimbursement of Streeterville's transaction expenses
of $20,000.
The Nov. 23 note bears interest at a rate of 10% per annum and
matures 12 months after its issuance date (i.e., on Nov. 23, 2021).
From time to time, beginning six months after issuance,
Streeterville may redeem a portion of the Nov. 23 note, not to
exceed an amount of $875,000 per month if the investor note has not
been funded by Streeterville, and $1.25 million in the event the
investor note has been funded in full (which it has). In the event
NextPlay doesn't pay the amount of any requested redemption within
three trading days, an amount equal to 25% of such redemption
amount is added to the outstanding balance of the Nov. 23 note.
About NextPlay Technologies
NextPlay Technologies, Inc. (formerly known as Monaker Group Inc.)
is a technology solutions company offering gaming, in-game
advertising, crypto-banking, connected TV and travel booking
services to consumers and corporations within a growing worldwide
digital ecosystem. NextPlay's engaging products and services
utilize innovative AdTech, Artificial Intelligence and Fintech
solutions to leverage the strengths and channels of its existing
and acquired technologies.
Monaker Group reported a net loss of $16.51 million for the year
ended Feb. 28, 2021, compared to a net loss of $9.45 million for
the year ended Feb. 29, 2020. As of May 31, 2021, the Company had
$49.78 million in total assets, $28.20 million in total
liabilities, and $21.58 million in total stockholders' equity.
Sugar Land, Texas-based TPS Thayer, LLC, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated June 7, 2021, citing that the Company has suffered recurring
losses from operations and has stockholders' deficit that raise
substantial doubt about its ability to continue as a going concern.
OZOP ENERGY: Subsidiary Hires Risk Management as Advisor
--------------------------------------------------------
Ozop Capital Partners Inc., a majority owned subsidiary of Ozop
Energy Solutions, Inc., entered into an advisory agreement with
Risk Management Advisors, Inc.
Pursuant to the terms of the agreement, RMA will assist Ozop
Capital in analyzing, structuring and coordinating its
participation in a captive insurance company. RMA will coordinate
legal, accounting, tax, actuarial and other services necessary to
implement the company's participation in a captive insurance
company, including, but not limited to, the preparation of an
actuarial feasibility study, filing of all required regulatory
applications, domicile selection, structural selection, and
coordination of the preparation of legal documentation by retained
counsel. In connection with such services, Ozop Capital shall pay
RMA an upfront cash payment of $25,000 and shares of restricted
common stock of the company with a market value of $25,000, which
shall be due within three days of the execution of the agreement.
An additional cash payment of $25,000, and shares of restricted
common stock of the company with a market value of $25,000 shall be
due upon issuance of the captive insurance company's certificate of
authority from the state of formation.
About Ozop Energy Solutions
Ozop Energy Solutions (http://ozopenergy.com)invents, designs,
develops, manufactures, and distributes ultra-high-power chargers,
inverters, and power supplies for a wide variety of applications in
the defense, heavy industrial, aircraft ground support, maritime
and other sectors. The Company's strategy focuses on capturing a
significant share of the rapidly growing renewable energy market as
a provider of assets and infrastructure needed to store energy.
OZOP Energy reported a net loss of $20.48 million for the year
ended Dec. 31, 2020, compared to a net loss of $571,595 for the
year ended Dec. 31, 2019. As of June 30, 2021, the Company had
$9.42 million in total assets, $54.07 million in total liabilities,
and a total stockholders' deficit of $44.65 million.
Hackensack, New Jersey-based Prager Metis CPA's LLC, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated April 15, 2021, citing that as of Dec. 31, 2020, the
Company had an accumulated deficit of $21,793,375 and a working
capital deficit of $4,604,189. In addition, the Company has
generated losses since inception. These factors, among others,
raise substantial doubt regarding the Company's ability to continue
as a going concern.
PAPER SOURCE: Case Dismissed After Assets Sale
----------------------------------------------
Daniel Gill of Bloomberg Law reports that Paper Source Inc. has
ended its bankruptcy case without confirming a Chapter 11 plan
after selling all its assets and winding down its affairs.
Judge Keith L. Phillips of the U.S. Bankruptcy Court for the
Eastern District of Virginia dismissed the case Thursday, September
2. 2021, at the former stationery retailer's request.
In May, Elliott Investment Management LP purchased the company out
of bankruptcy for $40 million cash and the assumption of $51
million of debt.
About Paper Source
Paper Source, Inc., operates as lifestyle brand and retailer of
premium paper products, crafting supplies and related gifts,
including custom invitations, greeting cards and personalized
stationery and stamps. It sells fine and artisanal papers, wedding
paper goods, books and gift wrap through its 158 domestic stores
and e-commerce website. Its administrative headquarter is in
Chicago.
Paper Source and Pine Holdings, Inc., sought Chapter 11 protection
(Bankr. E.D. Va. Case No. 21-30660) on March 2, 2021. At the time
of the filing, Paper Source disclosed assets of between $100
million and $500 million and liabilities of the same range.
Meanwhile, Pine Holdings disclosed assets of up to $50,000 and
liabilities of between $100 million and $500 million.
The Hon. Keith L. Phillips is the case judge.
The Debtors tapped Willkie Farr & Gallagher LLP and Whiteford
Taylor & Preston LLP as bankruptcy counsel, M-III Advisory LP as
restructuring advisor, SSG Capital Advisors LLC as investment
banker, and A&G Real Estate Partners as real estate advisor. Epiq
Corporate Restructuring, LLC is the claims agent.
The U.S. Trustee for Region 4 appointed a committee to represent
unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Hahn & Hessen LLP as bankruptcy counsel, Hirschler
Fleischer, PC as Virginia local counsel, and Province, LLC as
financial advisor.
PARADISE REDEVELOPMENT: Taps Benyam Mulugeta as Real Estate Agent
-----------------------------------------------------------------
Paradise Redevelopment Company, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of California to hire
Benyam Mulugeta, a real estate agent, to market and sell its real
property located at 2118 Addison Ave. East, Palo Alto, Calif.
The Debtor will pay Mr. Mulugeta a 5 percent commission on the
purchase price of the property.
Mr. Mulugeta disclosed in a court filing that he is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
Mr. Mulugeta can be reached at:
Benyam Mulugeta
1025 Harker Ave.
Palo Alto, CA 94301
Tel: (650) 516-6858
About Paradise Redevelopment Company
Paradise Redevelopment Company, LLC owns a 4-plex located at 2118
Addison Ave., East Palo Alto, Calif.
Paradise Redevelopment Company filed a voluntary petition for
Chapter 11 protection (Bankr. N.D. Calif. Case No. 21-50596) on
April 27, 2021, listing up to $50,000 in assets and up to $10
million in liabilities. Juan Carlos Casas, managing member, signed
the petition. Judge Elaine M. Hammond oversees the case. Stanley
A. Zlotoff, Esq., serves as the Debtor's legal counsel
PETROLIA ENERGY: Signs Deal to Divest Canadian Unit for C$6.5M
--------------------------------------------------------------
Petrolia Energy Corporation signed a letter agreement to divest the
company's wholly owned Canada subsidiary, Petrolia Canada
Corporation, and its assets in consideration for C$6,500,000
(approximately US$5,150,00) less any contingent liabilities. The
buyer is Blue Sky Resources Ltd., an affiliated party to Zel C.
Khan, the company's chief executive officer.
Petrolia Canada Corporation assets include a 50% working interest
in approximately 28,000 acres located in the Utikuma Lake area in
Alberta, Canada, and 28% working interest in the Luseland, Hearts
Hill, and Cuthbert fields located in Southwest Saskatchewan and
Eastern Alberta.
Petrolia Energy received a nonrefundable deposit of C$200,000 on
Aug. 31, 2021. The remaining payment schedule is as follows:
C$2,000,000 on the closing date (scheduled for Sept. 30, 2021),
C$1,000,000 on Oct. 31, 2021, less Petrolia's contingent
liabilities associated with the acquisition of Utikuma, and
C$3,300,000 on Dec. 31, 2021.
About Petrolia
Since 2015, Petrolia Energy Corporation has established a strategy
to acquire, enhance and redevelop high-quality, resource in place
assets. As of 2018, the Company has been focusing on strategic
acquisitions in western Canada while actively pursuing the strategy
to execute low-cost operational solutions, and affordable
technology. The Company believe its conventional, low-risk
resource plays and the redevelopment of its late-stage plays is a
solid foundation for continued oil production growth and future
revenue growth.
Petrolia reported a net loss of $2.89 million for the year ended
Dec. 31, 2019, compared to a net loss of $38.03 million for the
year ended Dec. 31, 2018. As of March 31, 2020, the Company had
$13.40 million in total assets, $8.73 million in total liabilities,
and $4.67 million in total stockholders' equity.
Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
May 26, 2021, citing that the Company suffered recurring net losses
from operations for the years ended Dec. 31, 2019 and 2018 and has
a working capital deficit as of Dec. 31, 2019, which raises
substantial doubt about its ability to continue as a going concern.
PETROLIA ENERGY: Zel Khan Resigns as CEO
----------------------------------------
The Chairman of the Board of Directors of Petrolia Energy
Corporation has accepted the resignation of Chief Executive
Officer, Zel C. Khan, effective Sept. 1, 2021. Mark M. Allen has
been promoted from president to chief executive officer effective
Sept. 1, 2021.
About Petrolia
Since 2015, Petrolia Energy Corporation has established a strategy
to acquire, enhance and redevelop high-quality, resource in place
assets. As of 2018, the Company has been focusing on strategic
acquisitions in western Canada while actively pursuing the strategy
to execute low-cost operational solutions, and affordable
technology. The Company believe its conventional, low-risk
resource plays and the redevelopment of its late-stage plays is a
solid foundation for continued oil production growth and future
revenue growth.
Petrolia reported a net loss of $2.89 million for the year ended
Dec. 31, 2019, compared to a net loss of $38.03 million for the
year ended Dec. 31, 2018. As of March 31, 2020, the Company had
$13.40 million in total assets, $8.73 million in total liabilities,
and $4.67 million in total stockholders' equity.
Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
May 26, 2021, citing that the Company suffered recurring net losses
from operations for the years ended Dec. 31, 2019 and 2018 and has
a working capital deficit as of Dec. 31, 2019, which raises
substantial doubt about its ability to continue as a going concern.
PHILIPPINE AIRLINES: Ch.11 Filing Prompts Insolvency Law Review
---------------------------------------------------------------
Jovee Marie de la Cruz of Business Mirror reports that the Chapter
11 filing of the Philippine Airlines prompted the review of the
Philippine Insolvency Law.
The Philippine Airlines (PAL) filed for Chapter 11 bankruptcy in
the United States.
A leader of the House of Representatives has said the Lower Chamber
will review the Philippine bankruptcy law to ready the country for
future crises.
House Committee on Ways and Means Chairman Joey Sarte Salceda, in a
statement, said a review of Republic Act 10142 or the Financial
Rehabilitation and Insolvency Act (Fria) is necessary in light of
anticipated insolvencies post-Covid-19. PAL becomes one of the
largest Filipino companies to file for a court-assisted
rehabilitation program under the Chapter 11 proceedings in the
U.S.
During a Chapter 11 proceeding, the court will help a business
restructure its debts and obligations. In most cases, the firm
remains open and operating.
According to Salceda, a similar measure under Philippine law exists
under Chapter 2 of the Fria; but "given the serial slowness of the
country's judicial process, the process might come too late."
The lawmaker said "Super Chapter 2" amendment under Fria, with
trigger mechanisms supervised by the Financial Stability
Coordination Council (FSCC), would be a system ready for future
crises.
"[It would be] something like a safety valve. You don’t want to
have strategic companies like PAL closing down because the
resulting economic scars could be permanent," Salceda said. "It's
very hard to rebuild a major employer and economic machine that has
been sold off for parts."
He said his team is now studying the matter very closely and will
file a measure as soon as possible.
"The problem with both the US and the Philippine bankruptcy laws,
which are based on the American model, is that they are not
prepared for mass insolvency situations such as Covid-19," Salceda
said.
"The [current bankruptcy law] is only prepared to deal with
bankruptcies where the primary cause is mismanagement or the
company's private [and] individual circumstances. In the case of
Covid-19, the problem is systemic," the solon added. "Collaterals
mandated under Philippine law could be valued at 'fire sale' prices
during a crisis, making repayment much harder. The result is,
instead of rehabilitation as an entire business, the businesses
might just be sold off piece by piece. That is very bad for the
economy's long-term productive capacity."
Under the Fria, a Philippines court will restructure the debt
payments to allow for a longer period of repayment. Suspended
payment bankruptcies are allowed when the debtor has the collateral
to cover the debt but can't meet payments by their due date, the
debtor presents a restructuring payment plan that is both viable
and agreeable to the lender, and creditors or lenders who hold 60
percent of more of the debt liability meet and jointly agree on the
debtor’s proposed repayment plan.
'Super Chapter 2'
SALCEDA said he wants something of a "Super Chapter 2" mechanism
that he proposed under the Accelerated Recovery and Investments
Stimulus for the Economy Act.
"We appoint a government-selected supervisor. You would usually
keep management in place, and give more consideration to workers
and less to creditors than in conventional bankruptcies. For
strategic companies, you would inject money in return for shares,
perhaps as convertibles, so that the Filipino taxpayers could get a
piece of the upside upon recovery," Salceda said.
"It probably should not be court-appointed. In the case of a
crisis, it may be better to have it submitted to the Financial
Stability Coordination Council who has more competence to deal with
system-wide risks," Salceda added.
Meanwhile, Salceda said the proposed Government Financial
Institutions Unified Initiatives to Distressed Enterprises for
Economic Recovery (Guide) Act also has components of that proposal.
"But I hope the Senate releases that measure soon. But it's best if
we institutionalize this system-wide bankruptcy system in our FRIA
Law so that companies can make better use of it," he said.
"The problem with FRIA is that the consequences could be dire -- in
your credit line, your reputation -- because the process is
individualized. The law makes bankruptcy look like your personal
fault, when in the case of Covid-19, no one could have anticipated
this crisis," Salceda added.
About Philippine Airlines
Philippine Airlines, Inc., is the flag carrier of the Philippines
and the country's only full-service network airline. PAL was the
first commercial airline in Asia and marked its 80th anniversary in
March 2021. PAL's young fleet of Boeing 777s, Airbus A350s, Airbus
A330s, Airbus A321s and De Havilland DHC Q400 aircraft operate out
of hubs in Manila, Cebu and Davao to 29 destinations in the
Philippines and 32 destinations in Asia, North America, Australia,
Europe and the Middle East. PAL was rated a 4-Star Global Airline
by Skytrax in 2018 and a 5-Star Major Airline by the Association of
Airline Passengers (APEX) in 2020, and was likewise voted the
World's Most Improved Airline in the 2019 Skytrax worldwide
passenger survey with a ranking of 30th best airline in the world
On Sept. 3, 2021, Philippine Airlines, Inc. (PAL) filed a voluntary
petition for relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 21-11569).
As of July 31, 2021, the Debtor's overall assets and liabilities
were approximately $4.1 billion and $6.07 billion, respectively.
The Honorable Shelley C. Chapman is the case judge.
The Debtor tapped Debevoise & Plimpton LLP as general bankruptcy
counsel; Norton Rose Fulbright as aircraft counsel; and Seabury
Securities LLC and Seabury International Corporate Finance LLC as
restructuring advisor and investment banker. Angara Abello
Concepcion Regala & Cruz (ACCRA) is acting as legal advisor in the
Philippines. Kurtzman Carson Consultants LLC is the claims agent.
PHILIPPINE AIRLINES: Filing Won't Affect Passengers, Employees
--------------------------------------------------------------
According to the Philippine News Agency, flag carrier Philippine
Airlines (PAL) on Saturday said restructuring will not affect its
passengers and employees.
The airline has voluntarily filed for a pre-arranged restructuring
under the US Chapter 11 process in the Southern District of New
York to implement the consensual restructuring plan. A Chapter 11
bankruptcy allows a company to stay in business and restructure its
obligations.
In a statement, PAL said the parallel filing would be made for
recognition in the Philippines under the Financial Insolvency and
Rehabilitation (FRIA) Act of 2010.
This plea, which requires a US court approval, would provide over
USD2 billion payment reductions and other changes from the majority
of lessors, lenders, and other creditors.
At least USD505 million infusion via equity and debt will come from
its majority shareholder.
PAL has arranged for USD150 million of additional debt financing
from global private investors to facilitate post-restructuring
activities.
The trade creditors and suppliers are expected to be unimpaired by
the restructuring plan, PAL said, adding that passengers and
employees will also be unaffected by the restructuring.
"PAL will continue to operate flights in the normal course of
business in accordance with safety regulations, and the company
expects to continue to meet its current financial obligations
throughout this process to employees, customers, the government,
and its lessors, lenders, suppliers, and other creditors," the
statement read.
Business operations would continue as usual during restructuring.
As the carrier expects the US court's approval of its plea, PAL
will continue to gradually increase its domestic and international
flight operations.
It plans to build up flight frequencies on key regional and
long-haul routes, and also expand domestic networks from its hubs
in Manila and Cebu.
Passengers' valid tickets and vouchers, "Mabuhay miles" and
benefits will still be honored, PAL said, while also reaffirming to
fulfill refund obligations.
Passenger and cargo flights will continue to operate, subject to
demand and travel restrictions.
PAL will also continue to operate special all-cargo flights to
transport vaccines, and medical supplies. It will also continue to
work with the Philippine government to mount repatriation.
"We are grateful to our lenders, aviation partners and other
creditors for supporting the plan, which empowers PAL to overcome
the unprecedented impact of the global pandemic that has
significantly disrupted businesses in all sectors, especially
aviation, and emerge stronger for the long-term," PAL chairman
Lucio Tan said.
About Philippine Airlines
Philippine Airlines, Inc., is the flag carrier of the Philippines
and the country's only full-service network airline. PAL was the
first commercial airline in Asia and marked its 80th anniversary in
March 2021. PAL's young fleet of Boeing 777s, Airbus A350s, Airbus
A330s, Airbus A321s and De Havilland DHC Q400 aircraft operate out
of hubs in Manila, Cebu and Davao to 29 destinations in the
Philippines and 32 destinations in Asia, North America, Australia,
Europe and the Middle East. PAL was rated a 4-Star Global Airline
by Skytrax in 2018 and a 5-Star Major Airline by the Association of
Airline Passengers (APEX) in 2020, and was likewise voted the
World's Most Improved Airline in the 2019 Skytrax worldwide
passenger survey with a ranking of 30th best airline in the world.
On Sept. 3, 2021, Philippine Airlines, Inc. (PAL) filed a voluntary
petition for relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 21-11569).
As of July 31, 2021, the Debtor's overall assets and liabilities
were approximately $4.1 billion and $6.07 billion, respectively.
The Honorable Shelley C. Chapman is the case judge.
The Debtor tapped Debevoise & Plimpton LLP as general bankruptcy
counsel; Norton Rose Fulbright as aircraft counsel; and Seabury
Securities LLC and Seabury International Corporate Finance LLC as
restructuring advisor and investment banker. Angara Abello
Concepcion Regala & Cruz (ACCRA) is acting as legal advisor in the
Philippines. Kurtzman Carson Consultants LLC is the claims agent.
PHILIPPINE AIRLINES: Lucio Tan Promises Full Support
----------------------------------------------------
Miguel R. Camus, writing for the Philippine Daily Inquirer, reports
that Philippine Airlines is hoping for a swift comeback from
corporate restructuring as billionaire Lucio Tan, the controlling
shareholder of the airline since 1993, said his family would fully
back the flag carrier amid heavy financial losses.
The airline had won the support of most of its creditors and
aircraft lessors to forgo debts worth over PHP100 billion,
formalized over the weekend through a Chapter 11 plea in the United
States.
PAL chief financial officer Nilo Thaddeus P. Rodriguez said in a
video message explaining the restructuring they expected to exit
the Chapter 11 process "in a few months."
Tan, who is PAL chair and CEO appeared later in the video beside
his grandson and PAL director, Lucio Tan, III.
The son of the late Lucio Tan Jr., who was at the helm of the flag
carrier when he died in 2019, the younger Tan delivered his
87-year-old grandfather's message assuring all stakeholders,
passengers, and employees that PAL will "keep flying, now and long
into the future."
"It became my commitment of a lifetime to build the airline into a
flag carrier that all Filipinos could look up to with pride," Tan
said.
"On the 80th anniversary of the Philippine Airlines, my family and
I make this renewed commitment to you: We will complete the
recovery of the Philippine Airlines," he said.
"We firmly support the management and employees of the Philippine
Airlines as they undergo the restructuring process. Together, we
will deliver an airline with a reorganized balance sheet, a
streamlined workforce and a renewed sense of mission," he added.
Tan said that PAL, which has Japan's ANA Holdings as a minority
shareholder, would also continue to support jobs and livelihoods
apart from its crucial mission to link the Philippines to the rest
of the world.
Saddled with growing financial losses before the pandemic, PAL was
forced into survival nmode when the COVID-19 arrived in early 2020,
disrupting tens of thousands of flights that affected over a
million passengers.
Recounting the extraordinary measures PAL took to stretch dwindling
finances, company president Gilbert Santa Maria said lessors agreed
to defer $360 million in obligations while Tan provided $130
million in "emergency liquidity."
The company also raised $70 million after selling a non-core asset
and employees pitched in $60 million through voluntary pay cuts and
extended leaves without pay.
Dexter Lee, PAL senior vice president for strategy and planning,
said they also plan to boost domestic flights and add China and
Australia trips once restrictions ease. The airline will also
continue to offer codeshare and interline partnerships with other
commercial carriers.
About Philippine Airlines
Philippine Airlines, Inc., is the flag carrier of the Philippines
and the country's only full-service network airline. PAL was the
first commercial airline in Asia and marked its 80th anniversary in
March 2021. PAL's young fleet of Boeing 777s, Airbus A350s, Airbus
A330s, Airbus A321s and De Havilland DHC Q400 aircraft operate out
of hubs in Manila, Cebu and Davao to 29 destinations in the
Philippines and 32 destinations in Asia, North America, Australia,
Europe and the Middle East. PAL was rated a 4-Star Global Airline
by Skytrax in 2018 and a 5-Star Major Airline by the Association of
Airline Passengers (APEX) in 2020, and was likewise voted the
World's Most Improved Airline in the 2019 Skytrax worldwide
passenger survey with a ranking of 30th best airline in the world
On Sept. 3, 2021, Philippine Airlines, Inc. (PAL) filed a voluntary
petition for relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 21-11569).
As of July 31, 2021, the Debtor's overall assets and liabilities
were approximately $4.1 billion and $6.07 billion, respectively.
The Honorable Shelley C. Chapman is the case judge.
The Debtor tapped Debevoise & Plimpton LLP as general bankruptcy
counsel; Norton Rose Fulbright as aircraft counsel; and Seabury
Securities LLC and Seabury International Corporate Finance LLC as
restructuring advisor and investment banker. Angara Abello
Concepcion Regala & Cruz (ACCRA) is acting as legal advisor in the
Philippines. Kurtzman Carson Consultants LLC is the claims agent.
PHILIPPINE AIRLINES: Seeks $505MM DIP Loan from Equity Holders
--------------------------------------------------------------
Philippine Airlines, Inc. asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to, among other things,
obtain postpetition secured financing pursuant to multi-draw term
loans in an aggregate principal amount of no more than $505 million
provided by certain of the Debtor's direct and indirect equity
holders.
The DIP Facility consists of:
* $250 million first lien secured Tranche A multi-draw term
loan facility
Of this amount, $20 million will be available in a single
draw upon entry of the Interim DIP financing order. The remainder
will be available in a single draw upon entry of the Final Order.
Buona Sorte Holdings, Inc. is the Initial Tranche A DIP Lender.
* $255 million second lien secured Tranche B multi-draw term
loan facility
The loan will be available in no more than two draws upon
entry of the Final Order, from PAL Holdings Inc., as Tranche B DIP
Lender.
Buona Sorte serves as administrative and collateral agent for the
DIP loans. The Initial Tranche A DIP Lender directly owns
approximately 60% of the equity of non-Debtor Trustmark Holdings
Corporation, which in turn directly owns approximately 76.9% of the
equity of the Initial Tranche B DIP Lender, which in turn directly
owns approximately 98.57% of the equity of the Debtor.
Philippine Airlines also asks the Court for authority to use cash
collateral and provide adequate protection to Buona Sorte, which
also served as prepetition Bridge Lender.
Prior to the Petition Date, the Debtor granted to the Bridge Lender
a first priority security interest in and a continuing lien on each
of the Aircraft, Engines, and Spare Engines, subject only to any
Permitted Liens. The Bridge Loan Collateral includes all of the DIP
Collateral, except the Mabuhay Miles frequent flyer program.
The proceeds of the DIP Loans will be used solely to (a) repay in
full and refinance the Bridge Loan Obligations, (b) pay reasonable
fees, costs, and expenses of the DIP Lenders as contemplated by the
DIP Loan Documents, (c) provide working capital and for other
general corporate purposes of the Debtor and, to the extent
approved by the Bankruptcy Court, its non-debtor affiliates, and
(d) pay administration costs of the Chapter 11 Case.
The Debtor has a complex capital structure, which includes a series
of aircraft specific financings, unsecured bank loans, receivables
securitizations, and promissory notes. As of December 31, 2020,
the Debtor had over $4 billion of outstanding financial debt
obligations, of which approximately $735 million was secured by
certain of its assets.
Buona Sorte, a corporation duly organized and existing under the
laws of the Republic of the Philippines, provided term loans to the
Debtor pursuant to Loan Agreements, dated as of February 10, 2021
(the "First Bridge Loan Agreement"), May 27, 2021 (the "Second
Bridge Loan Agreement"), and August 19, 2021 (the "Third Bridge
Loan Agreement"). Pursuant to the Bridge Loan Agreements, the
Bridge Lender provided credit facilities to the Debtor in an
aggregate principal amount of $100 million, comprised of (a) $60
million pursuant to the First Bridge Loan Agreement, (b) $25
million pursuant to the Second Bridge Loan Agreement, and (c) $15
million pursuant to the Third Bridge Loan Agreement. The Bridge
Loan Facilities provided the Debtor with the necessary liquidity
and runway to prepare for an organized bankruptcy filing and
negotiate Restructuring Support Agreements with numerous lenders
and lessors regarding the Debtor's go-forward aircraft leases,
long-term loans, and optimized fleet leasing strategy in accordance
with the Debtor's revised business plan.
In exchange for the additional liquidity afforded by the DIP
Facility and the agreement of the Initial Tranche A DIP Lender to
accept repayment of its DIP Loans in long-term unsecured exit
financing instead of cash in connection with an Acceptable Plan,
the Debtor has agreed to repay and refinance all $100 million in
principal of such prepetition loans and accrued interest thereon,
plus all fees, costs, and other charges due and payable under the
Bridge Loan Facilities, as part of the DIP Facility upon final
approval. The collateral securing the Bridge Loan Facilities --
which absent the repayment and refinancing would remain encumbered
-- will serve as part of the collateral for the DIP Facility.
Without the support provided by its shareholder pursuant to the
Bridge Loan Facilities, the Debtor would not have been able to
continue its operations in the challenging environment created by
the COVID-19 pandemic or negotiate Restructuring Support Agreements
with almost all of the Debtor's lenders, lessors, original
equipment manufacturers and maintenance, repair and overhaul
providers, as well as almost all holders of the Debtor's unsecured
debt.
At the Debtor's option, the Tranche A DIP Loans are convertible
into unsecured exit financing, and the Tranche B DIP Loans are
convertible into equity in the reorganized Debtor, in each case in
connection with the consummation of an Acceptable Plan. The
Conversion Features preserve the Debtor's liquidity options, lower
the barriers to exiting chapter 11, and were key components in
reaching agreement among those stakeholders that signed on to the
Restructuring Support Agreements and agreed to receive
distributions of common equity in the reorganized Debtor in
exchange for certain of their prepetition claims.
Other than the consensual priming of the Bridge Loans by the
Tranche A DIP Facility, the Debtor does not seek to prime any
valid, perfected, and unavoidable liens that were in existence
immediately prior to the Petition Date or that are perfected as
permitted by Section 546(b) of the Bankruptcy Code.
The Debtor sought bankruptcy protection in Manhattan Friday, citing
the impact of the COVID-19 pandemic, which has created extreme
pressure on the Debtor's operations and liquidity. As the Debtor's
financial forecasts and budget reveal, the Debtor is unable to
generate sufficient levels of operating cash flow in the ordinary
course of business to cover its operating and capital costs and the
projected costs of the Chapter 11 Case. The Debtor needs the DIP
Facility to refinance the Bridge Loan Facilities, fund working
capital, capital expenditures, payroll obligations, pay suppliers,
cover overhead costs, and make any other payments that are
essential for the continued management, operation, and preservation
of the Debtor's business.
As adequate protection for the Debtor's use of cash collateral, the
Bridge Lender will receive:
a. Adequate Protection Liens, which are junior to Permitted
Senior Liens, the Tranche A DIP Liens, and the Bridge Loan Liens
and senior to the Tranche B DIP Liens;
b. Adequate Protection Superpriority Claims, which are junior
to the Carve Out, the DIP Superpriority Claims arising under the
Tranche A DIP Facility, and the Bridge Loan Obligations and senior
to the DIP Superpriority Claims arising under the Tranche B DIP
Facility; and
c. Adequate Protection Payments, consisting of periodic cash
interest and reasonable, out-of-pocket fees and expenses.
The Borrower will cause to occur or comply, as applicable, with
each of these milestones:
a. No more than 20 days after the Petition Date, the Borrower
will have filed a motion seeking entry of (A) the DIP Order and (B)
one or more final orders authorizing the Borrower to assume all
executed Restructuring Support Agreements, in each case, in form
and substance acceptable to the Lenders;
b. No later than 60 days after the Petition Date, (A) the
Final DIP Order, and (B) the RSA Assumption Order each shall have
been entered by the Bankruptcy Court;
c. No later than 60 days after the Petition Date, the Borrower
will have filed a plan of reorganization materially consistent with
the Restructuring Support Agreements, a related disclosure
statement, and a motion for a hearing on the Acceptable Plan and
the Disclosure Statement, in each case reasonably acceptable to the
Lenders;
d. No later than 120 days after the Petition Date,
solicitation on the Acceptable Plan will have been completed;
e. No later than 150 days after the Petition Date, the
Bankruptcy Court will have entered a final order confirming the
Acceptable Plan and a final order approving the Disclosure
Statement, in each case in form and substance acceptable to the
Lenders; and
f. No later than 180 days after the Petition Date, the
effective date of the confirmed Acceptable Plan will have
occurred.
The Debtor also requests that the Court hold and conduct a hearing
to consider entry of the Interim Order authorizing the Debtor to
immediately withdraw and borrow certain of the funds under the DIP
Facility. The Debtor is at risk of suffering immediate and
irreparable harm if the Interim Order approving the DIP Facility is
not entered sooner than 14 days after service of the Motion and if
the Debtor is not permitted to access the DIP Facility.
A copy of the Motion and the Debtor's 14-week cash flow forecast
through the week of November 29, 2021, is available at
https://bit.ly/3DTBMje from PacerMonitor.com.
The Debtor projects $23.54 million in total receipts and $23.70
million in total operating disbursements for the each of week of
September 3 and the week of September 13.
Buona Sorte Holdings, Inc. and PAL Holdings Inc., as lenders, are
represented by:
Todd Wolynski, Esq.
White & Case LLP
1221 Avenue of the Americas
New York, NY 10020
Tel: (212) 819-8266
Email: todd.wolynski@whitecase.com
About Philippine Airlines
Philippine Airlines, Inc., is the flag carrier of the Philippines
and the country's only full-service network airline. PAL was the
first commercial airline in Asia and marked its 80th anniversary in
March 2021. PAL's young fleet of Boeing 777s, Airbus A350s, Airbus
A330s, Airbus A321s and De Havilland DHC Q400 aircraft operate out
of hubs in Manila, Cebu and Davao to 29 destinations in the
Philippines and 32 destinations in Asia, North America, Australia,
Europe and the Middle East. PAL was rated a 4-Star Global Airline
by Skytrax in 2018 and a 5-Star Major Airline by the Association of
Airline Passengers (APEX) in 2020, and was likewise voted the
World's Most Improved Airline in the 2019 Skytrax worldwide
passenger survey with a ranking of 30th best airline in the world
On Sept. 3, 2021, Philippine Airlines, Inc. (PAL) filed a voluntary
petition for relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 21-11569).
As of July 31, 2021, the Debtor's overall assets and liabilities
were approximately $4.1 billion and $6.07 billion, respectively.
The Honorable Shelley C. Chapman is the case judge.
The Debtor tapped Debevoise & Plimpton LLP as general bankruptcy
counsel; Norton Rose Fulbright as aircraft counsel; and Seabury
Securities LLC and Seabury International Corporate Finance LLC as
restructuring advisor and investment banker. Angara Abello
Concepcion Regala & Cruz (ACCRA) is acting as legal advisor in the
Philippines. Kurtzman Carson Consultants LLC is the claims agent.
Buona Sorte Holdings, Inc. and PAL Holdings Inc., as DIP lenders,
are represented by White & Case LLP.
PHUNWARE INC: Appoints Former Lawmaker, Tech Exec to Board
----------------------------------------------------------
Phunware, Inc. has appointed Ryan Costello and Rahul Mewawalla to
its Board of Directors.
"We are excited to welcome two new members to our team who bring
direct experience to key initiatives for our near-term growth and
long-term success," said Alan S. Knitowski, president, CEO and
co-founder of Phunware. "Mr. Costello's experience in politics and
with the Digital Commerce and Consumer Protection Subcommittee in
Congress will be invaluable to scaling our advocacy and healthcare
verticals in addition to our blockchain-enabled data economy, while
Mr. Mewawalla's storied career as a technology executive in Silicon
Valley will not only open important strategic doors, but also
provide keen insight into our strategy of scaling through indirect
channels."
Mr. Costello previously served in the United States Congress from
2015 to 2019, where he focused on digital commerce and technology
issues, including privacy, Internet of Things (IoT), cyber security
and healthcare IT. Prior to Congress, he served as a Township and
County official who regularly dealt with vendors in the technology
services procurement process. Mr. Costello also previously served
on his local hospital's board of directors. He is now a consultant
in Washington D.C., advising energy, technology and healthcare
companies on public policy issues involving the federal
government.
"I am excited to join Phunware and leverage my experience to help
the Company scale its software offering across both healthcare and
government, while also navigating the ever-evolving regulatory
landscape for PhunCoin and PhunToken, where consumer empowerment,
data security and privacy are taking center stage," said Mr.
Costello.
Mr. Mewawalla is a digital, product, technology and business
leader. He has extensive strategic and operational leadership
experience across digital, product, technology, platforms,
internet, software, technology, telecommunications, financial
services and media companies. He has held president, CEO, Chairman
of the Board and various other executive leadership roles. His
experience is across both large public companies and high growth
private companies, including media, technology and mobile majors
such as NBCUniversal/General Electric, Yahoo! and Nokia
Corporation. Mr. Mewawalla has served as senior advisor to the San
Francisco Mayor's Office on Innovation, as Advisor to Stanford
University's Persuasive Technology Lab and was named "Top 40 under
40" in San Francisco. He has also been a board member, investor
and advisor to various other public and private companies and
philanthropic organizations.
"Phunware has been an industry-leader in providing innovative and
integrated cloud-based mobile platform capabilities to enterprises
across a number of industries, delivering enhanced customer
experiences, richer engagement and superior business outcomes,"
said Mr. Mewawalla. "I am excited about Phunware's continued
growth and success ahead as the company continues to scale and
drive market expansion, especially through indirect channels."
Both appointments will be effective as of Oct. 1, 2021, and
coincide with Lori Tauber Marcus stepping down in order to pursue
other opportunities.
Mr. Costello and Mr. Mewawalla's compensation for service as
non-employee directors will be consistent with that of the
Company's other non-employee directors, subject to proration to
reflect the commencement date of their service on the Board.
About Phunware
Headquartered in Austin, Texas, Phunware, Inc. --
http://www.phunware.com-- is a Multiscreen-as-a-Service (MaaS)
company, a fully integrated enterprise cloud platform for mobile
that provides companies the products, solutions, data and services
necessary to engage, manage and monetize their mobile application
portfolios and audiences globally at scale.
Phunware reported a net loss of $22.20 million for the year ended
Dec. 31, 2020, compared to a net loss of $12.87 million for the
year ended Dec. 31, 2019. As of June 30, 2021, the Company had
$34.21 million in total assets, $23.73 million in total
liabilities, and $10.48 million in total stockholders' equity.
PROSPECT-WOODWARD: Taps Hinckley, Allen & Snyder as Special Counsel
-------------------------------------------------------------------
The Prospect-Woodward Home seeks approval from the U.S. Bankruptcy
Court for the District of New Hampshire to hire Hinckley, Allen &
Snyder, LLP as special counsel.
The Debtor needs the firm's legal services in the following
matters:
(a) prosecution of ongoing arbitration and litigation
proceedings stemming from construction defects, which pre-date the
Debtor's Chapter 11 case;
(b) defense of Debtor in ongoing litigation brought by and on
behalf of past residents of Debtor’s facility, pending before the
New Hampshire Superior Court (the "Resident Litigation");
(c) ongoing regulatory matters, including but not limited to
ongoing communications with the New Hampshire Insurance Department,
New Hampshire Charitable Trusts Director, and New Hampshire Health
and Education Facilities Authority, change of control processes
with the NHID and NHCT, and New Hampshire Probate Court filings;
(d) operational matters, including board meetings, contract
issues with residents and vendors, due diligence, resident
obligations, and employment matters;
(e) title matters, including finalizing and issuing title
insurance, preparing and recording title transfer documents, and
preparation and delivery of related title affidavits and
indemnities; and
(f) corporate matters incident to any anticipated corporate
restructuring, merger or acquisition, including the negotiation and
drafting of an asset purchase agreement and disposition of real
estate.
The firm's hourly rates are as follows:
Mark S. McCue, Esq. $660 per hour
Jennifer V. Doran, Esq. $760 per hour
Daniel M. Deschenes, Esq. $635 per hour
Seth Pasakarnis, Esq. $585 per hour
Owen R. Graham, Esq. $410 per hour
Lindsey K. Peterson, Esq. $375 per hour
Paralegals $160 - $335 per hour
The Debtor paid $100,000 to the law firm as a retainer fee.
Jennifer Doran, Esq., a partner at Hinckley, 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:
Jennifer V. Doran, Esq.
Hinckley, Allen & Snyder LLP
28 State Street
Boston, MA 02109-1775
Tel: (617) 345-9000/(617) 378-4128
Fax: (617) 345-9020
Email: jdoran@hinckleyallen.com
About Prospect-Woodward Homes
The Prospect-Woodward Home, doing business as Hillside Village
Keene, owns and operates a licensed continuing care retirement
facility with 222 units, comprised of 141 independent living units,
43 assisted living units, 18 memory care units, and 20 licensed but
not yet opened long-term nursing care units located at 95 Wyman
Road, Keene, N.H., comprising approximately 66 acres.
On Aug. 30, 2021, Prospect-Woodward Home sought Chapter 11
protection (Bankr. D.N.H. Case No. 21-10523), listing up to $50
million in assets and up to $100 million in liabilities. Judge
Bruce A. Harwood oversees the case.
The Debtor tapped Polsinelli, PC as bankruptcy counsel; Hinckley,
Allen & Snyder, LLP as special counsel; Onepoint Partners and
Silverbloom Consulting, LLC as corporate counsel; Grandbridge Real
Estate Capital, LLC as investment banker; and Ccommunication
Partners as public relations consultant. Donlin, Recano & Company,
Inc. is the claims and noticing agent.
PURDUE PHARMA: Washington AG Ferguson to Appeal Bankruptcy Plan
---------------------------------------------------------------
Ted O'Neil of The Center Square reports that Washington Attorney
General Bob Ferguson announced he will appeal a decision by a U.S.
Bankruptcy Court for Purdue Pharma that he deems "inadequate" and
"flawed," according to a press release from his office.
Washington is one of 48 states that sued Purdue Pharma, the makers
of OxyContin, claiming that the company fueled the nation's opioid
crisis.
Ferguson said Wednesday, September 1, 2021, that the bankruptcy
court does not have the authority to prevent state attorneys
general from enforcing state laws or prevent them from any future
decision to pursue the Sackler family, which owns Purdue Pharma.
The company's bankruptcy plan was approved today by U.S. Bankruptcy
Judge Robert Drain. It requires the Sackler family to pay $4.3
billion over nine years to the states and private plaintiffs and
provides them with a lifetime legal shield.
Purdue Pharma filed the plan shortly before its trial was scheduled
to start in 2019.
"This order lets the Sackler family off the hook by giving them
permanent immunity from lawsuits in exchange for a fraction of the
profits they made from the opioid epidemic — and sends a message
that billionaires operate by a different set of rules than
everybody else," Ferguson said in his release. "This order is
insulting to victims of the opioid epidemic who had no voice in
these proceedings and must be appealed."
According to the Centers for Disease Control and Prevention, some
93,000 died from an opioid overdose last year, a 30% increase over
2019.
Under the current plan, Washington would receive $70 million over
the next decade.
Ferguson noted that during testimony last week in bankruptcy court,
Dr. Kathe Sackler told the judge that, as she said in a 2001 email,
her family had "amassed a vast fortune" and created "layers and
layers" before their true support system would be affected."
An audit of the company in 2019 showed that the family had pulled
some $11 billion out of Purdue since 2008.
Ferguson's release cites a New York Times op-ed from last month
that the Sacklers would be able to pay the fine without touching
the principal on that money assuming an annualized rate of return
of 5 percent.
"When they're done paying in 2030, they will probably be richer
than they are today," the op-ed noted.
The original lawsuit said Purdue Pharma "embarked on a massive,
deceptive marketing campaign," aimed at convincing doctors and the
public that OxyContin effectively treats pain and has a low risk of
addiction.
Earlier this 2021, Ferguson filed a lawsuit against Johnson &
Johnson, one of the largest suppliers of the raw materials used to
produce opioid pain medication.
About Purdue Pharma
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. The Debtors' consolidated
balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets
and $562 million in liabilities.
U.S. Bankruptcy Judge Robert Drain oversees the cases.
The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP as
legal counsel; PJT Partners as investment banker; AlixPartners as
financial advisor; and Grant Thornton, LLP as tax structuring
consultant. Prime Clerk LLC is the claims agent.
Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the
official committee of unsecured creditors appointed in the Debtors'
bankruptcy cases.
David M. Klauder, Esq., is the fee examiner appointed in the
Debtors' cases. The fee examiner is represented by Bielli &
Klauder, LLC.
RECON MEDICAL: Seeks Cash Collateral Access
-------------------------------------------
Recon Medical, LLC, asks the U.S. Bankruptcy Court for the District
of Nevada for authority to use cash collateral and provide related
relief.
The Debtor requires interim approval, on an emergency basis, for
the use of cash collateral to allow for the continued operation of
its business pending a final hearing. The Debtor will use the cash
collateral pursuant to a budget submitted to the Court, with a 10%
variance.
Additionally, the Debtor proposes to continue paying the U.S. Small
Business Administration current on its loan, which is a very small
payment of only $731 per month, during the pendency of the case,
and grant it replacement liens to the extent of any diminution in
value post-petition.
The Debtor says the SBA is its only secured creditor. The Debtor
obtained an Economic Injury Disaster Loan in the original principal
amount of $150,000 made as of July 31, 2020. The SBA Loan Agreement
requires payments of $731 per month commencing as of August 1,
2021, and payable on a monthly basis for the next 30 years, and
carrying an interest rate of 3.75% per annum. The SBA Loan is
secured in substantially all of the Debtor's personal property.
Additionally, the SBA also has a security interest in all
accessions, attachments, accessories, parts, supplies and
replacements to the foregoing collateral, all products, proceeds
and collections thereof and all records and data relating thereto.
On August 10, 2020, the SBA filed its UCC-1 financing statement
with the California Secretary of State to perfect its security
interest in its collateral.
The Debtor has also been involved in long-running litigation with a
competitor, Composite Resources, Inc., which has alleged that the
Debtor engaged in patent and trademark infringement of its mark and
products. The litigation is currently pending in the U.S. District
Court for the District of Nevada.
Although the Debtor continues to dispute Composite's claims and
entitlement to damages in the Litigation, and believes that if the
matter went to trial it would win or at least that Composite would
not be entitled to a significant amount of damages, the cost of
defense in the Litigation has been prohibitively expensive for
Recon. Recon has paid approximately $750,000 since the Litigation's
inception for its representation, including attorney's fees and
costs, and it lacks the resources to be able to pay counsel to
continue the fight and to go through what will be a very expensive
and time-consuming trial, and potential post-trial practice and
potential appeals and associated bonds.
Moreover, the Litigation involves Recon's older-style Gen 1, Gen 2
and 3 tourniquets that it is no longer even selling, not Recon's
new Gen 4 tourniquet. Generation 4 did not exist when the
Litigation was filed. Composite has been provided with Gen 4
samples and even so it has said little more about Gen 4 other than
that it will presume that all the generations are the same for
purposes of the Litigation. The Debtor notes the local rules of the
District of Nevada require specific contentions that identify the
articles accused of infringement and set out with particularity how
they infringe yet no such contention as to Gen 4 has been made by
Composite. This is particularly important because Gen 4 differs
internally from Gens 1, 2, and 3 in ways that are material to the
Litigation.
As to the asserted trademark "Combat Application Tourniquet," Recon
halted its inadvertent infringement years ago. Accordingly, should
Composite prevail on whatever claims remain, the bulk of the claims
and potential damages in the Litigation, if ever proven, are just a
legacy cost allegedly owed to a competitor who has used the
Litigation as a weapon to try and spend Recon into oblivion, and
will be unlikely to involve ongoing or active patent or trademark
infringement.
The Debtor asserts no creditor, including the SBA, has a properly
perfected security interest in any of the Debtor's cash held in its
deposit accounts as of the Petition Date, because no creditor had
possession or control of such funds, such as by way of a deposit
account control agreement, and the filing of a financing statement
is not the proper way to perfect an interest in that type of
collateral.
A copy of the motion and the Debtor's budget is available at
https://bit.ly/3DKKujL from PacerMonitor.com.
The Debtor projects $1,335,800 in total income and $365,615 in
total expenses for September to December 2021.
About Recon Medical, LLC
Recon Medical, LLC -- https://reconmedical.com/ -- is a Nevada
limited liability company with a principal place of business
located at 1872 Buenaventura Blvd., Unit 1, Redding, California
96001. Recon was formed on December 1, 2015, and is managed by
Derek Parsons and John Rood. Recon is a retailer of lightweight
medical devices and supplies, including a Gen 4 Tourniquet, Bleed
KitsTM, WoundClotTM soluble hemostatic gauze, and various related
supplies. Its business is mainly comprised of online sales through
its website, and on its Amazon.com "storefront."
Recon Medical sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Nev. Case No. 21-14382) on September 3,
2021. In the petition signed by Derek Parsons, chief executive
officer, the Debtor disclosed up to $500,000 in both assets and
liabilities.
Matthew C. Zirzow, Esq., at Larson and Zirzow, LLC is the Debtor's
counsel.
REMINGTON ARMS: Sued Sandy Hook to Get Slain Children's Records
---------------------------------------------------------------
Scott Neuman of NPR reports that the lawyers of gun manufacturer
Remington Arms sued the Sandy Hook Elementary School to obtain the
school records of slain children.
Lawyers for Remington Arms, the now-bankrupt gun-maker being sued
by nine families of those killed in the 2012 mass shooting at Sandy
Hook Elementary School in Newtown, Conn., have subpoenaed the
academic, attendance and disciplinary records for five slain
students.
In response, attorneys for the families of the five students and
four educators killed on Dec. 14, 2012, who have filed suit, asked
the court on Thursday to seal their confidential records, the
Connecticut Post reports.
Remington also requested employment files for the educators whose
families are involved in the case, according to the Hartford
Courant.
Adam Lanza killed 26 people -- 20 children and six adults -- at the
school before killing himself. Earlier, he had killed his mother at
their home. The massacre ranks among the worst school shootings in
U.S. history.
Remington, which filed for Chapter 11 bankruptcy in 2018 and again
last year, manufactured the Bushmaster assault-style AR-15 rifle
that was used in the shooting.
The families sued Remington for wrongful death, accusing it of
having recklessly marketed the military-grade Bushmaster to
civilians. Remington has argued that the Bushmaster is a legal
firearm and that the sale of the one used in the school shooting to
Lanza's mother was legal.
NPR received no immediate response for comment from Remington, nor
from a lawyer representing the company.
The families' lead attorney, Joshua Koskoff, said Remington's
subpoenas covered the kindergarten and first-grade records for the
five student victims whose families are suing — Jesse Lewis,
Daniel Barden, Dylan Hockley, Benjamin Wheeler and Noah Pozner, the
Courant reports.
Koskoff said there was "no explanation" for the decision by
Remington to seek the records. "The records cannot possibly excuse
Remington's egregious marketing conduct, or be of any assistance in
estimating the catastrophic damages in this case," he said,
according to the Post. "The only relevant part of their attendance
records is that they were at their desks on December 14, 2012."
In a motion, Koskoff asked presiding Judge Barbara Bellis to expand
a confidentiality order issued previously to cover the records,
calling Remington's subpoenas an irrelevant invasion of privacy,
according to the Courant.
In July 2021, Remington offered a $33 million settlement. The
plaintiffs have yet to respond to the offer, the Post says.
About Remington Arms
Remington Outdoor Company, Inc., and its related entities are
manufacturers of firearms, ammunition and related products for
commercial, military, and law enforcement customers throughout the
world. The Debtors operate seven manufacturing facilities located
across the United States. Remington's principal headquarters are
located in Huntsville, Alabama.
On March 25, 2018, Remington Outdoor Company, Inc. and 12
affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 18-10684) and emerged from Bankruptcy in May 2018
after confirming its prepackaged plan of reorganization.
July 27, 2020, Remington Outdoor and its affiliates returned to
Chapter 11 bankruptcy (N.D. Ala. lead Case No. 20-81688) to pursue
a sale of the business.
Remington was estimated to have $100 million to $500 million in
assets and liabilities.
In the present case, the Debtors tapped O'MELVENY & MYERS LLP as
general bankruptcy counsel, M-III ADVISORY PARTNERS, LP as
financial advisor; and DUCERA PARTNERS LLC as investment banker.
BURR & FORMAN LLP is the local counsel. AKIN GUMP STRAUSS HAUER &
FELD LLP is the advisor to the restructuring committee. M-III
ADVISORY PARTNERS, LP, is the financial advisor. PRIME CLERK LLC
is the claims agent.
ROCKWORX INC: Wins Cash Collateral Access Thru Nov 2021
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has
authorized Rockworx, Inc. to use cash collateral on an interim
basis in accordance with the budget and provide adequate protection
through November 2021.
The Debtor is permitted to use cash collateral including proceeds
from its accounts receivable, which cash collateral may be subject
to the liens of secured creditors. The Debtor may use any cash
collateral pursuant to its budget with a variance of 20% when
projected spending is under $2,000 and 15% otherwise. The Debtor's
request to carryforward any unused monies in any category and to
apply excess gross revenues, 75% to costs of goods sold and the
balance to general expenses, are approved.
As of the Petition Date, Midwest Regional Bank -- pursuant to a
UCC-1 financing statement -- and Amur Equipment & Finance --
pursuant to what appears to be a recorded purchase money security
interest -- hold what appear to be senior liens against the
Debtor's assets that generate cash collateral.
In exchange for the preliminary use of cash collateral by the
Debtor, and as adequate protection for the Secured Creditors'
interests, the Secured Creditors are granted replacement and/or
substitute liens, 11 U.S.C. section 361(2), in all post-petition
assets of the Debtor and proceeds thereof, excluding any avoidance
causes of action. The replacement liens will have the same
validity, extent and priority that the Secured Creditors possessed
as to said liens on the Petition Date.
A continued hearing on the matter is scheduled for September 23 at
9:30 a.m.
About Rockworx Inc.
Rockworx, Inc., an aggregate supplier in Pueblo, Colo., filed its
voluntary petition for Chapter 11 protection (Bankr. D. Colo. Case
No. 21-14527) on Aug. 31, 2021, listing $1,310,706 in assets and
$1,310,706 in liabilities. Rockworx President Sean Dudley signed
the petition.
Judge Kimberley H. Tyson oversees the case.
The Fox Law Corporation, Inc. and Kutner Brinen Dickey Riley, P.C.
serve as the Debtor's lead bankruptcy counsel and local counsel,
respectively.
RUNAMUK RIDES: IRS Says Amended Plan Not Confirmable
----------------------------------------------------
The United States, acting through the Internal Revenue Service
("IRS"), objects to confirmation of the Second Amended Chapter 11
Small Business Plan of Runamuk Rides LLC.
IRS initially filed proofs of claim based, in part, on the Debtor's
estimated tax liability. After reviewing Debtor's tax returns and
other documentation, IRS still shows a priority claim of $9,775.
IRS claims that a Chapter 11 plan must pay all priority claims in
full over no more than five years from the filing of the bankruptcy
petition. The Amended Plan, however, does not provide payments in
an amount sufficiently high enough to pay the IRS's priority debt
in full five years from the petition date. ECF No. 116 at 3, 8
(providing for payment of only $6,543.52 of IRS's priority claim).
It therefore cannot be confirmed.
Additionally, the Court may not confirm a Chapter 11 plan unless
IRS receives for its priority claim "deferred cash payments … of
a value, as of the effective date of the plan, equal to the allowed
amount of such claim." 11 U.S.C. Sec. 1129(a)(9)(C). The Seventh
Circuit has held that, to meet this requirement, a plan must
provide for interest on priority tax claims to ensure that the
creditor receives through the bankruptcy plan the present value of
the creditor's tax claim. Therefore, to be confirmable, the Amended
Plan must pay IRS interest on its priority claim at a rate of 3%,
which it does not do.
A copy of the IRS' objection dated September 2, 2021, is available
at https://bit.ly/3yHLqSc from PacerMonitor.com at no charge.
About Runamuk Rides
Runamuk Rides, LLC -- https://www.runamukrides.com/ -- offers
guided and unguided excursions that are a perfect activity to
augment family vacation, couples-get-away retreat, family reunions
or corporate events.
Runamuk Rides, LLC, based in Hayward, WI, filed a Chapter 11
petition (Bankr. W.D. Wis. Case No. 20-12960) on Dec. 2, 2020. In
its petition, the Debtor disclosed $400,779 in assets and
$1,640,326 in liabilities. The petition was signed by James
Taylor, authorized signatory. The Hon. Catherine J. Furay presides
over the case. SWENSON LAW GROUP, LLC, serves as bankruptcy
counsel to the Debtor.
SALINE LODGING: Case Summary & 16 Unsecured Creditors
-----------------------------------------------------
Debtor: Saline Lodging Group
1213 Industrial Rd.
c/o Bethann Rentschler
Saline, MI 48176
Chapter 11 Petition Date: September 6, 2021
Court: United States Bankruptcy Court
Eastern District of Michigan
Case No.: 21-47210
Judge: Hon. Maria L. Oxholm
Debtor's Counsel: Donald Darnell, Esq.
DARNELL LAW OFFICE
8080 Grand St.
Dexter, MI 48130
Email: dondarnell@darnell-law.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Beth Ann M. Rentschler, as AB Member -
Bankruptcy Manager for SLG, LLC.
A copy of the Debtor's list of 16 unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/THKYLVQ/Saline_Lodging_Group__miebke-21-47210__0003.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/S6ESXTI/Saline_Lodging_Group__miebke-21-47210__0001.0.pdf?mcid=tGE4TAMA
SAN DIEGO TACO: Seeks Cash Collateral Access
--------------------------------------------
San Diego Taco Company, Inc., asks the U.S. Bankruptcy Court for
the Southern District of California for authority to use cash
collateral for operating expenses until the issuance of a further
Court order or a confirmed plan of reorganization.
The Debtor requires the use of cash collateral generated by the
Debtor's restaurant business, in which Pacific Premier Bank holds
or may claim a blanket security interest in all of the Debtor's
assets.
According to the Debtor's bankruptcy schedules, Pacific Premier
Bank has a claim against the Debtor for $350,000. The claim is
secured by a lien against all of the Debtor's personal property,
including deposit accounts and funds, which assets have a total
value of approximately $470,000. The debt to the Bank is also
guaranteed by Ernest Becerra, III, the 100% shareholder and
president of the Debtor, and is secured by a second deed of trust
on Mr. Becerra's real property at 1516 Roosevelt Avenue, National
City, CA. This real property has a current fair market value of
about $650,000, and is subject to a first/senior deed of trust in
the approximate amount of $310,000.
As set forth in the projected Income Statement, which is attached
to Mr. Becerra's declaration, the Debtor's average cash
requirements are projected to total approximately $80,000 per
month, and includes such ordinary and necessary operating as
expenses as rent, accounting fees, wages and salaries, insurance,
taxes, and costs of goods.
The Debtor submits that the interest of the Bank is adequately
protected because of the equity cushion of more than $100,000 that
the Bank enjoys in the Debtor's personal property, not to mention
the approximately $340,000 of equity in the 1516 Roosevelt Avenue
real property that also secures the Bank's loan. The Debtor also
notes it is not delinquent on the loan payments and intends to
continue making the required loan payments to the Bank.
A copy of the motion is available at https://bit.ly/2YuV7ae from
PacerMonitor.com.
About San Diego Taco Company, Inc.
San Diego Taco Company, Inc. is part of the restaurant industry
specializing in Mexican cuisine. The Debtor sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No.
21-03594) on September 2, 2021. In the petition signed by Ernie
Becerra III, president, the Debtor disclosed $615,570 in total
assets and $1,597,598 in total liabilities.
Judge Christopher B. Latham oversees the case.
Jason E. Turner, Esq., at J. Turner Law Group, APC is the Debtor's
counsel.
SANTA CLARITA LLC: Seeks to Hire J.S. Held as Financial Expert
--------------------------------------------------------------
Santa Clarita, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Arizona to employ J.S. Held LLC to provide
expert financial and accounting services in connection with its
Chapter 11 case.
The firm's hourly rates are as follows:
Senior Managing Director $495 per hour
Managing Director $450 per hour
Director $330 per hour
Senior Consultant $210 per hour
Consultant $175 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
Peter Davis, a senior managing director at J.S. Held, 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:
Peter Davis
J.S. Held LLC
50 Jericho Quadrangle, Suite 117
Jericho, NY 11753
Tel: (516) 621-2900
Email: PDavis@jsheld.com
About Santa Clarita LLC
Santa Clarita, LLC was formed in 1998 by Remediation Financial,
Inc. for the sole purpose of acquiring a real property consisting
of approximately 972 acres of undeveloped land generally located at
22116 Soledad Canyon Road, Santa Clarita, Calif. The Debtor
purchased the property from Whittaker Corporation, which used the
property to manufacture munitions and related items for the U.S.
Department of Defense. The soil and groundwater on the property
suffered environmental contamination thus the property required
remediation before it could be developed.
In January 2019, the controlling interest in RFI was acquired by
Glask Development, LLC. Glask Development has two members, K&D Real
Estate Consulting, LLC and Gracie Gold Development, LLC. The
Debtor's sole member and manager is RFI.
Santa Clarita filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-12402) on
Nov. 12, 2020. At the time of filing, the Debtor disclosed $100
million to $500 million in assets and $500 million to $1 billion in
liabilities. Judge Madeleine C. Wanslee oversees the case.
Thomas H. Allen, Esq., at Allen Barnes & Jones, PLC, is the
Debtor's legal counsel. The Debtor also tapped the services of
financial and accounting expert, J.S. Held LLC.
SEQUENTIAL BRANDS: Gets Interim OK on $150MM DIP Loan
-----------------------------------------------------
Judge John T. Dorsey of the U.S. Bankruptcy Court for the District
of Delaware authorized Sequential Brands Group, Inc. and its
debtor-affiliates to borrow, on an interim basis, up to
$141,500,000 of the $150,000,000 maximum credit available under a
senior secured, super priority multiple draw term loan facility
from certain of the Debtors' Prepetition Term B Lenders, arranged
by Wilmington Trust, National Association, as administrative agent
and collateral agent.
The salient terms of the DIP Credit Facility include:
* Interest Rate: L + 5% (with 1% LIBOR floor)
* Default Interest Rate: 2% per annum
* Fees and Expenses:
DIP upfront Fee of 2% of the commitments paid to the Administrative
Agent, plus all reasonable and documented fees and expenses of the
DIP Agent and DIP Lenders in connection with the DIP Facility.
* Maturity Date:
All DIP Obligations will be due in full in cash 150 days after the
Petition Date unless otherwise agreed to by the DIP Lenders.
* Milestones:
a. no later than three business days after the Petition Date,
the Debtors shall have filed a Sale Motion;
b. no later than 60 calendar days after the Petition Date, the
Debtors shall completed an auction for substantially all of its
assets;
c. no later than 75 calendar days after the Petition Date, the
Debtors shall have consummated the sale of its assets to the
winning bidder(s) at the auction.
A copy of the motion is available for free at
https://bit.ly/3l3qPTk from Kurtzman Carson Consultants, claims
agent.
The Debtors are authorized, upon entry of the interim order, to use
the DIP Credit Proceeds to (a) pay the outstanding obligations of
the Borrower under the Third Amended and Restated First Lien Credit
Agreement dated as of July 1, 2016 -- Prepetition BAML Credit
Agreement -- among the Borrower, the guarantors from time to time
party thereto, and the lending syndicate led by Bank of America,
N.A., the administrative agent and collateral agent for the lenders
from time to time party thereto; (b) provide working capital and
for other general corporate purposes of the Debtors; (c) fund the
costs of the administration of the Chapter 11 cases; and (d) fund
interest, fees, and other payments contemplated in respect of the
DIP Credit Facility.
The DIP Liens granted to the DIP Agent and the DIP Lenders, as
security for the DIP Obligations, are senior in priority to any
security, interest, or claim on any of the DIP Collateral, other
than with respect to the Carve-Out and Permitted Prior Liens,
provided, however, that the DIP Liens on the Prepetition BAML
Collateral and proceeds thereof shall be subject to the Prepetition
BAML Liens until the Prepetition BAML Payoff Date.
The Carve-Out includes, among others, (i) fees and expenses of up
to $50,000 incurred by a trustee under Section 726(b) of the
Bankruptcy Code; and (ii) up to $1,000,000 in professional fees
incurred after the first business day following the delivery of the
Carve-Out Trigger Notice by the DIP Agent.
Moreover, the DIP Agent and DIP Lenders are granted allowed super
priority administrative expense claims for all DIP Obligations.
Use of Cash Collateral
The Court authorized the Debtors to use the Prepetition Collateral
(including the cash collateral) of the Prepetition Secured Parties
until the Termination Date, subject to the terms of the Interim
Order, the DIP Credit Facility and the other DIP Loan Documents in
accordance with the budget, and subject to the occurrence of the
Prepetition BAML Payoff Date.
As of the Petition Date, the Debtors owed the Prepetition Secured
Parties the following:
a. term loans of not less than $127,913,705 in aggregate
principal amount under the Prepetition BAML Term Facility with the
Prepetition BAML Lenders and Bank of America, N.A., as
administrative agent and collateral agent;
b. term loans in aggregate principal amount of not less than
$298,467,625 under the Prepetition Term B Facility from the
Prepetition Term B Lenders and Wilmington.
In addition, certain of the Prepetition BAML Parties and the
Debtors, as of the Petition Date, were parties to certain interest
rate swaps (the Swaps), and as a result of the filing, an Event of
Default occurred and the Swaps will be terminated with an effective
date of the first business day following the Petition Date or
otherwise as provided in the termination notice provided by the
Swap parties.
The parties estimate that as of the termination, the Debtors owed
the Prepetition BAML Parties approximately $2,800,000 on account of
the Swaps (the Swap Termination Liability). The actual Swap
Termination Liability cannot be determined prior to the Early
Termination Date. The Swap Termination Liability, which will
accrue interest at the default rate in accordance with the
applicable Swap documents, shall constitute a Prepetition BAML
Obligation and will be paid in accordance with the Prepetition BAML
Payoff Letter on the Prepetition BAML Payoff Date.
The repayment of the Prepetition BAML Obligations and the
Prepetition BAML Payoff Letter is a necessary condition of the
Prepetition BAML Parties consenting to the use of Prepetition
Collateral and to the subordination of the Prepetition BAML Liens
and the Prepetition BAML Adequate Protection Liens to the DIP
Liens.
A copy of the interim order is available for free at
https://bit.ly/3zQBMxY from Kurtzman Carson Consultants, claims
agent.
The final hearing to consider the approval of the DIP Credit
Facility and continued use of cash collateral is scheduled for
September 24, 2021, at 10 a.m. (prevailing Eastern Time).
Objections must be filed and served no later than 4 p.m.
(prevailing Eastern Time) on September 17.
About Sequential Brands
Sequential Brands Group (NASDAQ:SQBG) together with its
subsidiaries, owns various consumer brands. The company licenses
its brands for a range of product categories, including apparel,
footwear, fashion accessories, and home goods.
Sequential Brands Group, Inc. and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 21-11194) on Aug. 31,
2021.
The Company disclosed total assets of $442,774,937 and debt of
$435,073,539 as of Aug. 30, 2021.
The Hon. John T. Dorsey is the case judge.
Gibson, Dunn & Crutcher LLP and Pachulski Stang Ziehl & Jones LLP
are serving as Sequential's legal counsel. Stifel and its
affiliate Miller Buckfire & Co. are serving as Sequential's
investment banker. Kurtzman Carson Consultants LLC is the claims
agent.
King & Spalding LLP is counsel to the DIP Lenders (and the
consenting lenders under the RSA). Morris, Nichols, Arsht &
Tunnell LLP is local counsel to the DIP Lenders.
SOUTH PARK CLUBHOUSE: Taps Terri Sokoloff as Real Estate Broker
---------------------------------------------------------------
South Park Clubhouse, LTD seeks approval from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to hire Terri
Sokoloff, a real estate broker at Specialty Real Estate, Ltd.
The Debtor needs a real estate broker to list for sale its real
property located at 2200 Brownsville Road, South Park, Pa.;
advertise the property; find potential buyers; and handle
negotiations with the buyers.
Ms. Sokoloff will receive a 6 percent commission on the gross sale
price of the real property and a marketing fee of $750, plus a
commission of 8 percent on the gross sale of the Pennsylvania
Liquor License and furniture fixtures and equipment.
In a court filing, Ms. Sokoloff disclosed that she is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
Ms. Sokoloff can be reached at:
Terri Sokoloff
Specialty Real Estate, Ltd.
3205 McKnight East Drive
Pittsburgh, PA 15237
Tel: 412-369-1555
About South Park Clubhouse
South Park Clubhouse, LTD, a South Park, Pa.-based company that
operates a bar and restaurant business, sought Chapter 11
protection (Bankr. W.D. Pa. Case No. 21-20856) on April 9, 2021,
disclosing up to $1 million in assets and up to $10 million in
liabilities. Mary Morosetti, authorized representative, signed the
petition. Judge Gregory L. Taddonio oversees the case. Calaiaro
Valencik serves as the Debtor's legal counsel.
SPHERATURE INVESTMENTS: Unsecureds' Recovery "Unknown" in Plan
--------------------------------------------------------------
Spherature Investments LLC and its debtor-affiliates filed with the
U.S. Bankruptcy Court for the Eastern District of Texas a
Disclosure Statement for First Amended Joint Chapter 11 Plan dated
September 6, 2021.
The Plan contemplates a transfer of the Acquired Assets to the
Purchaser, whose bid for the Acquired Assets will be selected as
the highest or otherwise best bid at the Debtors' Auction, as
defined in the Topping Bid Procedures, if any is held. The primary
objective of the Plan is to maximize the value of recoveries to all
Holders of Allowed Claims and to distribute all property of the
Debtors' Estates that is or becomes available for Distribution. The
Debtors believe that the Plan accomplishes this objective and is in
the best interest of the Debtors' Estates, and therefore the
Debtors seek to confirm the Plan.
Generally speaking, the Plan:
* provides for consummation of the Sale Transaction;
* deems the Debtors consolidated for voting, Confirmation, and
Distributions;
* provides for 100 percent recoveries for Holders of Allowed
Administrative Claims, Priority Tax Claims, Professional Fee
Claims, and Priority Non-Tax Claims, unless otherwise agreed by the
Holder of such Claims;
* provides that the Debtors dispute Class 2 Claims of MCA, as
collateral agent to the Secured Parties and Holders of Class 2
Claims will receive no Distribution unless and until their Class 2
Claims are Allowed by Final Order of the Bankruptcy Court;
* provides for the issuance by the Purchaser of the Purchaser
Note to the Liquidating Trustee with payments under the Purchaser
Note paid into a segregated account owned and controlled by the
Liquidating Trustee and subject to the jurisdiction and
administration of the Bankruptcy Court;
* provides to each Holder of an Allowed Other Secured Claim,
at the Debtors' option, (a) payment in full in Cash, including
interest, if applicable, as required under Sec. 506(b) of the
Bankruptcy Code, (b) surrender of the
* Collateral securing such Allowed Secured Claim, or (c)
issuance of a restructured note with a present value equal to the
value of each holder's Class 3 Collateral with interest accruing at
a rate of 3% per annum. Interest will be paid on the first Business
Day of the first year after the Effective Date. The balance of the
Class 3 Claims will be paid in full no later than the 10th year
after the Effective Date;
* provides that each Holder of an Allowed Convenience Claim
will receive Cash in an amount equal to its Pro Rata Share of the
Convenience Class Pool, which is $800,000.00 in the aggregate,
payable from the Cash Component or, if the Cash Component is
insufficient, the Liquidating Trust Assets, as soon as practicable
after the Effective Date. Each Holder will receive its payment in
Cash on the later of (a) the Effective Date, (b) thirty (30) days
after the Convenience Claim becomes Allowed, and (c) when
sufficient Liquidating Trust Proceeds exist;
* provides for the creation of a Liquidating Trust and for
each Holder of an Allowed Class 5 Claim to be satisfied by a Pro
Rata Share of Distributions from proceeds of Tier I Proceeds
(proceeds from the Seacret Royalty and the Sale Transaction minus
Opt-Out Sales Representatives Proceeds) and Tier II Proceeds
(proceeds from the Causes of Action and Opt-Out-Sales
Representative Proceeds);
* provides that each Non-Opt-Out Sales Representative will (a)
be paid pursuant to the Sales Representative Claim Payment Plan,
the Future Compensation Plan, and the Purchaser Sales
Representative Agreement, and (b) receive his/her/its Pro Rata
Share of Tier II Proceeds, as full and final satisfaction,
settlement, and release of, and in exchange for, his/her/its Claim
against the Estates;
* provides that each Opt-Out Sales Representative will be
classified as a Class 5 Claim and receive a Pro Rata Share of
Distributions from Tier I and Tier II proceeds;
* provides that the Assumed Deferred Revenue Liability Claims
will be satisfied or paid by the Purchaser in the ordinary course
of its business; provided, however, the Purchaser's Assumed
Deferred Revenue Liability shall not exceed $11,000,000 in Cash and
services. If Allowed Claims for Deferred Revenue Liability exceed
$11,000,000 all such Allowed Claims shall receive their Pro Rata
share of $11,000,000. The satisfaction or payment of the Allowed
Class 8 Claims will be the Purchaser's sole responsibility pursuant
to the Plan;
* provides for the Debtors to retain the Employee Retention
Tax Credit up to $950,000 to be used to pay the costs and expenses
necessary to Wind Down the Non-Acquired Entities and for the
Purchaser to recoup such amounts by reducing each Royalty Earn Out
Payment otherwise due by 2.0% until such Retained Employee
Retention Tax Credit has been recouped; and
* designates a Liquidating Trustee to, among other things, (i)
wind down the Debtors' businesses and affairs; (ii) pay and
reconcile Claims as provided therein; (iii) administer the Plan in
an effective and efficient manner; and (iv) make Distributions.
The estimated recovery for General Unsecured Claims is "unknown at
this time", according to the Disclosure Statement.
Following an extensive series of negotiations between the Debtors
and the Purchaser, on May 18, 2021, the Debtors and the Purchaser
each executed the Binding Term Sheet, which contemplates the Sale
Transaction. Although the Debtors will continue to market their
assets on a postpetition basis and will hold the Auction to the
extent Qualified Bids for the Debtors' assets are submitted in
accordance with the bidding procedures, the Binding Term Sheet or
Asset Purchase Agreement, represents a floor bid for the sale of
the Debtors' assets. The Debtors intend to consummate the Sale
Transaction with the bidder that provides the highest or otherwise
best offer as contemplated under the Disclosure Statement Order,
the Topping Bid Procedures, the Sale Transaction Documentation and
the Plan.
The Plan will be funded by the following sources of cash and
consideration: (i) Cash (solely to the extent it is not an Acquired
Asset), (ii) the Sale Transaction Proceeds, (iii) Excluded Assets,
(iv) the Debtors' rights under the Sale Transaction Documentation,
(v) the debt issued (or assumed) by the Purchaser or any of its
subsidiaries, (vi) payments made directly by the Purchaser on
account of any Purchaser Paid/Satisfied Liabilities under the Sale
Transaction Documentation, (vii) payments of Cure Costs made by the
Purchaser, and (viii) all Causes of Action (other than Acquired
Claims) not previously settled, released, or exculpated under the
Plan that are not otherwise Excluded Assets.
A full-text copy of the Disclosure Statement dated September 6,
2021, is available at https://bit.ly/3tlVxuN from Stretto, the
claims agent.
Counsel to the Debtors:
Marcus A. Helt, Esq.
Jack G. Haake, Esq.
McDermott Will & Emery LLP
2501 North Harwood Street, Suite 1900
Dallas, TX 75201
Tel: (214) 210-2801
Fax: (972) 528-5765
Email: mhelt@mwe.com
jhaake@mwe.com
About Spherature Investments
Plano, Texas-based Spherature Investments LLC and its affiliates
sought Chapter 11 protection (Bankr. E.D. Texas Lead Case No.
20-42492) on Dec. 21, 2020. Spherature Investments' affiliates
include WorldVentures Marketing, LLC, a company that sells travel
and lifestyle community memberships providing a diverse set of
products and experiences.
At the time of the filing, Spherature Investments had between $50
million and $100 million in both assets and liabilities.
The Hon. Brenda T. Rhoades is the case judge.
The Debtors tapped McDermott Will & Emery, LLP as their legal
counsel and Larx Advisors, Inc. as their restructuring advisor.
Erik Toth, a partner at Larx Advisors, serves as the Debtors' chief
restructuring officer. Stretto is the claims agent.
The U.S. Trustee for Region 6 appointed an official unsecured
creditors' committee on Jan. 22, 2021. The committee tapped
Pachulski Stang Ziehl & Jones, LLP as its legal counsel and
GlassRatner Advisory & Capital Group, LLC as its financial advisor.
SRI VARI CRE: Wins Cash Collateral Access Thru Sept 14
------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina, Charlotte Division, has authorized Sri Vari CRE
Development, LLC to continue using cash collateral through 11:59
p.m. on the date of the continued hearing consistent with the terms
of the First Interim Order and the Budget.
The Court will hold the continued hearing on September 14, 2021, at
9:30 a.m. in the U.S. Bankruptcy Court, Charles Jonas Federal
Building, JCW Courtroom 2B, 401 West Trade Street, in Charlotte,
North Carolina.
A copy of the order is available for free at https://bit.ly/3yP4TAz
from PacerMonitor.com.
About Sri Vari CRE Development
Sri Vari CRE Development, LLC is a limited liability company formed
in 2017 under the laws of the State of North Carolina. The company
owns and operates the Courtyard by Marriott branded hotel located
at 8536 Outlets Boulevard in Charlotte, N.C.
Sri Vari CRE Development sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. N.C. Case. No. 21-30250) on April 29,
2021. In the petition signed by Anuj N. Mittal, manager, the
Debtor disclosed up to $50 million in assets and up to $10 million
in liabilities. Judge Laura T. Beyer presided over the case before
Judge J. Craig Whitley took over. The Debtor tapped Richard S.
Wright, Esq., at Moon Wright & Houston, PLLC, as legal counsel and
Greerwalker, LLP as financial advisor.
SUNERGY CALIFORNIA: Trustee Taps Nuti Hart as Legal Counsel
-----------------------------------------------------------
Jeffery Perea, the Chapter 11 trustee for Sunergy California, LLC,
seeks approval from the U.S. Bankruptcy Court for the Eastern
District of California to employ Nuti Hart, LLP as his legal
counsel.
The firm's services include:
a. legal advice regarding the trustee's powers and duties in the
administration of the Debtor's bankruptcy estate;
b. analysis and recovery of assets of the Debtor's estate;
c. analysis and prosecution of actions arising under Chapter 5
of Title 11;
d. prosecution or defense of any other litigation or contested
matters related to the case;
e. preparation of legal papers and court appearances; and
f. other necessary legal services.
The firm's hourly rates are as follows:
Gregory C. Nuti $575 per hour
Christopher H. Hart $575 per hour
Kevin W. Coleman $575 per hour
Kimberly S. Fineman $425 per hour
Nuti Hart will also be reimbursed for out-of-pocket expenses
incurred.
Gregory Nuti, Esq., a partner at Nuti Hart, 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:
Gregory C. Nuti, Esq.
Christopher H. Hart, Esq.
Kevin W. Coleman, Esq.
Kimberly S. Fineman, Esq.
Nuti Hart LLP
411 30TH Street, Suite 408
Oakland, CA 94609-3311
Tel: (510) 506-7152
Email: gnuti@nutihart.com
chart@nutihart.com
kcoleman@nutihart.com
kfineman@nutihart.com
About Sunergy California LLC
Sunergy California LLC -- http://www.sunergyus.com/-- is a solar
module supplier. It was founded in 2016 and is headquartered and
has module production facilities in Sacramento, Calif.
Sunergy California filed a Chapter 11 petition (Bankr. E.D. Calif.
Case No. 21-20172) on Jan. 20, 2021. In the petition signed by Lu
Han, chairman, the Debtor disclosed total assets of $7,629,993 and
total liabilities of $17,226,553. Judge Christopher M. Klein
oversees the case.
Gonzalez & Gonzalez Law, P.C. and RKF Global PLLC serve as the
Debtor's bankruptcy counsel and special counsel, respectively.
The U.S. Trustee for Region 17 appointed an official committee of
unsecured creditors on March 17, 2021. The committee tapped Downey
Brand, LLP as legal counsel and Dundon Advisers, LLC as financial
advisor.
On Aug. 11, 2021, the court approved the appointment of Jeffrey
Perea as Chapter 11 trustee. Nuti Hart, LLP and Conway MacKenzie,
LLC serve as the trustee's legal counsel and financial advisor,
respectively.
TERRA SANTA: Ramsi's Cafe Files for Chapter 11 Bankruptcy
---------------------------------------------------------
Haley Cawthon of Louisville Business First reports that just months
after opening its second location in Norton Commons, a
well-established Highlands restaurant has filed for bankruptcy.
Ramsi's Cafe on the World, a community staple at 1293 Bardstown
Road since 1994, filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court, Western District of Kentucky, Louisville
Division on Wednesday, Sept. 1, 2021.
As Business First previously reported, Ramsi's Cafe on the World
opened its new Norton Commons restaurant in the former Verbana Cafe
space in June.
Cawthon talked with owner Ramsi Kamar about the decision to expand
in late 2020 and he told me a second restaurant was necessary to
survive the coronavirus pandemic.
"This is to stay afloat," Kamar said in the December interview.
"The market has changed in the Highlands and things have changed
for businesses close to downtown, but we're a big part of the
community. We're staying. We felt like we needed a second location
to sustain the business."
The Highlands restaurant has been recently closed for a renovation,
which has taken longer than the three weeks that were initially
anticipated, according to Ramsi's Cafe on the World's Facebook
page.
According to the bankruptcy filing, Terra Santa Inc., doing
business as Ramsi's Cafe on the World, has $50,000 or less in
assets with six unsecured claims from creditors.
Two creditors, Corporation Service Company and the U.S. Small
Business Administration, have claims unknown amounts. The largest
unsecured claim listed is nearly $350,000 owed to the Internal
Revenue Service. Other creditors include the Kentucky Department of
Revenue Legal Support Branch ($135,327), Louisville Finance
Department ($58,000) and Aramark ($2,443).
About Terra Santa
Terra Santa Inc., d/b/a as Ramsi's Cafe on the World, is a
well-established restaurant with locations at 1293 Bardstown Road,
Louisville Kentucky, and at North Commons, in Prospect, Kentucky.
Terra Santa Inc. sought Chapter 11 protection (Bankr. W.D. Ky. Lead
Case No. 21-31831) on Sept. 1, 2021. In the petition signed by
Ramsi Yousef Kamar, president, Terra Santa estimated assets of
between $0 and $50,000 and estimated liabilities of between
$500,000 and $1 million. Charity S. Bird, of Kaplan Johnson Abate
& Bird LLP, is the Debtors' counsel.
TOUGHBUILT INDUSTRIES: Incurs $7.4-Mil. Net Loss in Second Quarter
------------------------------------------------------------------
Toughbuilt Industries, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $7.42 million on $15.85 million of total revenues for the three
months ended June 30, 2021, compared to a net loss of $2.52 million
on $6.84 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 $13.48 million on $28.14 million of total revenues compared
to a net loss of $6.27 million on $10.75 million of total revenues
for the six months ended June 30, 2020.
As of June 30, 2021, the Company had $60.48 million in total
assets, $9.77 million in total liabilities, and $50.70 million in
total shareholders' equity.
As of June 30, 2021, the Company's principal sources of liquidity
consisted of approximately $20.2 million of cash and future cash
generated from operations.
Toughbuilt stated, "The Company believes its current cash balances
coupled with anticipated cash flow from operating activities will
be sufficient to meet its working capital requirements for at least
one year from the date of the issuance of the accompanying
consolidated financial statements. The Company continues to
control its cash expenses as a percentage of expected revenue on an
annual basis and thus may use its cash balances in the short-term
to invest in revenue growth. Based on current internal
projections, the Company believes it has and/or will generate
sufficient cash for its operational needs, including any required
debt payments, for at least one year from the date of issuance of
the accompanying consolidated financial statements. Management is
focused on growing the Company's existing product offering, as well
as its customer base, to increase its revenues. The Company cannot
give assurance that it can increase its cash balances or limit its
cash consumption and thus maintain sufficient cash balances for its
planned operations or future acquisitions. Future business demands
may lead to cash utilization at levels greater than recently
experienced. The Company may need to raise additional capital in
the future. However, the Company cannot assure that it will be
able to raise additional capital on acceptable terms, or at all.
Subject to the foregoing, management believes that the Company has
sufficient capital and liquidity to fund its operations for at
least one year from the date of issuance of the accompanying
consolidated financial statements."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1668370/000149315221020267/form10-q.htm
About Toughbuilt Industries
Lake Forest, Calif.-based Toughbuilt Industries, Inc. --
www.toughbuilt.com -- was formed to design, manufacture, and
distribute innovative tools and accessories to the building
industry. The Company markets and distributes various home
improvement and construction product lines for both Do-It-Yourself
and professional markets under the TOUGHBUILT brand name, within
the global multibillion-dollar per year tool market.
The Company reported a net loss of $17.35 million for the year
ended Dec. 31, 2020, compared to a net loss of $4.30 million for
the year ended Dec. 31, 2019.
TRAXIUM LLC: Seeks to Hire Stark & Knoll as Special Counsel
-----------------------------------------------------------
Traxium, LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Northern District of Ohio to hire Stark &
Knoll Co. L.P.A. as special counsel.
The firm's services include the litigation of claims asserted by
the Debtors against Consolidated Graphics Group, Inc. and five
others in the Summit County Court of Common Pleas.
The firm's hourly rates are as follows:
John P. Susany, Esq. $350 per hour
Gordon D. Woolbert, II, Esq. $300 per hour
Donald R. Scherer, Esq. $275 per hour
Kathleen A. Fox, Esq. $250 per hour
Sami Z. Farhat, Esq. $165 per hour
The Debtors paid $10,000 to the law firm as a retainer fee.
John Susany, Esq., a partner at Stark & Knoll, 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:
John P. Susany, Esq.
Stark & Knoll Co. L.P.A.
3475 Ridgewood Road
Akron, OH 44333-3163
Phone: 330-376-3300
Fax: 330-376-6237
Email: jsusany@stark-knoll.com
About Traxium LLC
Traxium, LLC is a holding company in Stow, Ohio, comprised of
commercial printing and marketing businesses. It provides a
complete platform of graphic design, marketing and printing
solutions, and services consisting of print, bindery, finishing
services, and mailing services to customers throughout the region
and across the country.
Traxium and its affiliate, Serendipity Holdings, LLC, filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ohio Case Nos. 20-51888 and 20-51889) on Oct. 16,
2020. On Oct. 20, 2021, another affiliate, Cadence Holdings LLC,
filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 20-51908).
The cases are jointly administered under Traxium LLC. The
petitions were signed by George Schmutz, chief executive officer.
On the petition date, Traxium reported $4,420,019 in total assets
and $5,665,021 in total liabilities while Serendipity Holdings
disclosed $2,435,809 in total assets and $9,870,438 in total
liabilities. Cadence Holdings estimated between $500,001 and
$1,000,000 in total assets and between $1,000,001 and $10,000,000
in total liabilities at the time of the filing.
Judge Alan M. Koschik oversees the cases.
Gertz & Rosen, Ltd., Stark & Knoll Co. L.P.A. and Rysenia Capital
Solutions, LLC serve as the Debtors' bankruptcy counsel, special
counsel and restructuring advisor, respectively. Dennis Durco of
Rysenia Capital is the Debtors' operations consultant and chief
restructuring officer.
VERITAS FARMS: Michael Krouskos Quits as Chief Customer Officer
---------------------------------------------------------------
Michael Krouskos resigned as chief customer officer of Veritas
Farms, Inc. effective Sept. 2, 2021.
Mr. Krouskos' resignation is not due to a disagreement with the
company on any matter relating to its operations, policies or
practices.
About Veritas
Fort Lauderdale, Florida-based Veritas Farms, Inc. --
www.TheVeritasFarms.com -- is a vertically-integrated agribusiness
focused on producing, marketing, and distributing superior quality,
whole plant, full spectrum hemp oils and extracts containing
naturally occurring hytocannabinoids. Veritas Farms owns and
operates a 140 acre farm in Pueblo, Colorado, capable of producing
over 200,000 proprietary full spectrum hemp plants containing
naturally occurring phytocannabinoids which can potentially yield a
minimum annual harvest of 250,000 to 300,000 pounds of
outdoor-grown industrial hemp.
Veritas Farms reported a net loss of $7.59 million for the year
ended Dec. 31, 2020, compared to a net loss of $11.15 million for
the year ended Dec. 31, 2019. As of June 30, 2021, the Company had
$11.67 million in total assets, $3.96 million in total liabilities,
and $7.71 million in total shareholders' equity.
Hackensack, New Jersey-based Prager Metis CPA's LLC, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated April 15, 2021, citing that the Company has sustained
substantial losses from operations since its inception. As of and
for the year ended Dec. 31, 2020, the Company had an accumulated
deficit of $26,667,147, and a net loss of $7,592,539. These
factors, among others, raise substantial doubt about the ability of
the Company to continue as a going concern.
VIZIV TECHNOLOGIES: $10.7M Sale to KBST to Fund Plan
----------------------------------------------------
KBST Investments, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Texas a Chapter 11 Plan of Liquidation for
Debtor Viziv Technologies, LLC dated September 6, 2021.
Class 1 consists of any Allowed Other Priority Claims against the
Debtor. Each Holder of an Allowed Other Priority Claim shall
receive Cash in an amount equal to the full amount of such Allowed
Claim on the later of (i) the Distribution Date, or (ii) the date
upon which the claim becomes an Allowed Claim. Class 1 is
Unimpaired under the Plan.
Class 2 consists of any Allowed Employee Claims against the Debtor.
Subject to confirmation of the Plan, the Employee Claims purchased
by KBST in the aggregate amount of $266,853.25 will be released by
KBST in exchange for interests in KBST. In full satisfaction,
release and discharge of their Employee Claims, each other Holder
of an Employee Claim shall receive Cash in an amount equal to the
full amount of such Allowed Employee Claims on the later of (i) the
Distribution Date, or (ii) the date on which the claim becomes an
Allowed Claim. Class 2 is Unimpaired.
Class 3 consists of the Secured Claim of Surface Energy Partners,
LLC. The Secured Claim of Surface Energy Partners, LP will be
allowed in the full amount of principal and interest through the
Confirmation Date. In full satisfaction, release, and discharge of
its Secured Claim, Surface Energy Partners, LLC will receive
11,093,012 KBST Units on the Effective Date. Class 3 is impaired
under the Plan.
Class 4 consists of the Unsecured Convertible Notes Claims of
Jamison Partners, LP and WS-2006 Irrevocable Trust. The Unsecured
Convertible Notes Claims will be allowed in the full amount of
principal and interest through the Confirmation Date. In full
satisfaction, release, and discharge of their Unsecured Claims, on
the Effective Date Jamison Partnership will receive 7,696,913 KBST
Units and WS-2006 Irrevocable Trust will receive 8,320,464 KBST
Units. Class 4 is impaired under the Plan.
Class 5 consists of any Allowed General Unsecured Claim against the
Debtor. Each Holder of an Allowed General Unsecured Claim shall
receive Cash in an amount equal to the full amount of such Allowed
Class 5 Claim on the later of (i) the Effective Date, or (ii) the
date upon which the claim becomes an Allowed Claim. Class 5 is
Unimpaired under the Plan.
Class 8 consists of all Holders of Non-Founder Class A-2 Interests
in Debtor. All Existing Non-Founder Class A-2 Interests will be
canceled, released and extinguished on the Effective Date. In
exchange, each Existing Holder of a Non-Founder Class A-2 Interest
shall receive its Pro Rata share of Warrants to acquire, in the
aggregate, 6,686,937 Units in KBST which if fully exercised would
represent 6.69 % of the total fully diluted equity of KBST as of
the date of issuance of the Warrants. The Warrants will have an
exercise price of $0.01.
Class 9 consists of all Holders of Class A-3 Interests in the
Debtor. All existing Class A-3 Interests will be canceled, released
and extinguished on the Effective Date. In exchange, each Existing
Holder of a Class A-3 Interest shall receive its Pro Rata share of
Warrants to acquire, in the aggregate, 3,313,063 Units in KBST
which if fully exercised would represent 3.31% of the total fully
diluted equity of KBST as of the date of issuance of the Warrants.
All Founders Claims and Founders Interests will be fully satisfied,
released, discharged and cancelled in consideration for the
following treatment:
* A cash payment in the amount of $3,500,000.00 to be made to
the Founders, to be divided between the Founders at their
discretion.
* Founders will receive a release of all Causes of Action
against the Founders held by Debtor for breach of fiduciary duties,
fraud or other claims.
* KBST will assign and transfer to a new entity created by the
Founders ("Foundco") all existing patents owned by Debtor and its
Subsidiaries and purchased by KBST under the Asset Purchase
Agreement.
* Foundco will be owned 90% by the Founders, and 10% by KBST.
KBST will be granted a perpetual, irrevocable, royalty-free,
global, fully sublicensable license to use the Assigned Patents for
all purposes. KBST and Founders will negotiate a management
agreement regarding the protection of the Foundco Patents.
* Foundco will receive 10,000,000 KBST units representing ten
percent 10% of the total fully diluted equity of KBST as of the
date of issuance of the units.
Distributions under the Plan shall be funded with the Asset Sale
Consideration paid by KBST for the purchase of the Purchased Assets
under the Asset Purchase Agreement. The Asset Sale Consideration
includes (i) Cash (estimated at $10,700,000.00) sufficient to pay
Allowed Administrative Claims under Article 3, Allowed Other
Priority Claims in Class 1, Allowed Employee Claims in Class 2,
Allowed General Unsecured Claims in Class 5, all under Article 4,
and the cash payment for the Founders Settlement Option, if
elected, or the Founders Escrow Amount, if the Founders Settlement
Option is rejected, all under Article 5; (ii) the KBST Units to be
issued to the Allowed Claims in Classes 3 and 4 and to the Founders
if the Founders Settlement Option is elected; and (iii) the
Warrants to be issued to Classes 8 and 9.
KBST has prepared an operating budget for the first year for
research and development to achieve Milestone 1 which is $9,000,000
("Budget Amount"). KBST Group will commit to fund KBST the Budget
Amount with $4,000,000 of such amount being funded on the Effective
Date. This amount is in addition to the Cash Consideration of the
Asset Sale Consideration which will be funded by KBST Group to
KBST.
A full-text copy of the Liquidating Plan dated September 6, 2021,
is available at https://bit.ly/3h88unk from PacerMonitor.com at no
charge.
Counsel for KBST Investments:
Kenneth Stohner, Jr. (TX Bar No. 19263700)
J. Machir Stull (TX Bar No. 24070697)
JACKSON WALKER L.L.P.
2323 Ross Ave., Suite 600
Dallas, Texas 75201
Telephone: (214) 953-6000
Facsimile: (214) 953-5822
Email: kstohner@jw.com
Email: mstull@jw.com
About Viziv Technologies
Viziv Technologies, LLC is an electronics company in Italy, Texas,
which specializes in the field of electromagnetic surface waves.
On Oct. 7, 2020, creditors Surface Energy Partners LP, Kendol C.
Everroad and Jamison Partners, LP filed an involuntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex.
Case No. 20-32554) against Viziv Technologies. The creditors are
represented by Kenneth Stohner Jr., Esq., at Jackson Walker, LLP.
Judge Stacey G. Jernigan, who oversees the case, entered an order
for relief on Oct. 12.
Cavazos Hendricks Poirot, PC is the Debtor's bankruptcy counsel.
The Debtor tapped Allred & Wilcox, PLLC, The Beckham Group and King
& Fisher Law Group, PLLC as special counsel; Stout Risius Ross, LLC
as investment banker; RSM US LLP as auditor; and Johnson McNamara,
LLC as accountant.
WASHINGTON PRIME: Gets Court Approval for $911-Mil. Chapter 11 Plan
-------------------------------------------------------------------
Law360 reports that a Texas judge Friday, September 3, 2021,
approved Washington Prime Group's $911 million Chapter 11 plan
after the mall landlord reached last-minute deals with parties
objecting to alleged changes in the terms of the plan's equity swap
and to the liability releases for its top executives.
Soon after starting a virtual hearing, U. S. Bankruptcy Judge
Marvin Isgur paused it for about half an hour at Washington Prime's
request to allow the settlements to be worked out in a final flurry
of calls and emails.
About Washington Prime Group
Washington Prime Group Inc. (NYSE: WPG) --
http://www.washingtonprime.com/-- is a retail REIT and a
recognized leader in the ownership, management, acquisition and
development of retail properties. It combines a national real
estate portfolio with its expertise across the entire shopping
center sector to increase cash flow through rigorous management of
assets and provide new opportunities to retailers looking for
growth throughout the U.S.
Washington Prime Group and its affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 21-31948) on June 13,
2021. At the time of the filing, Washington Prime Group's property
portfolio consists of material interests in 102 shopping centers in
the United States totaling approximately 52 million square feet of
gross leasable area. The company operates 97 of the 102
properties.
As of March 31, 2021, Washington Prime Group had total assets of
$4.029 billion against total liabilities of $3.471 billion.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as lead bankruptcy counsel; Jackson Walker, LLP
as co-counsel; Alvarez & Marsal North America, LLC as restructuring
advisor; Guggenheim Securities, LLC as investment banker; Deloitte
Tax, LLP as tax services provider; and Ernst & Young, LLP as
auditor. Prime Clerk LLC is the claims agent, maintaining the page
http://cases.primeclerk.com/washingtonprime
SVPGlobal, the Debtors' lender, tapped Davis Polk & Wardwell, LLP
and Evercore Group, LLC as its legal counsel and investment banker,
respectively.
The U.S. Trustee for Region 6 appointed an official committee of
unsecured creditors in the Debtors' cases on June 25, 2021.
Greenberg Traurig, LLP and FTI Consulting, Inc. serve as the
committee's legal counsel and financial advisor, respectively.
On July 15, 2021, the U.S. Trustee appointed an official committee
of equity security holders. The equity committee tapped Porter
Hedges, LLP and Brown Rudnick, LLP as legal counsel; Province, LLC,
as financial advisor; and Newmark Knight Frank Valuation &
Advisory, LLC as real estate appraiser and valuation advisor.
WASHINGTON PRIME: To Delist Preferred,Common Stocks From NYSE
-------------------------------------------------------------
On Sept. 7, 2021, Washington Prime Group Inc. (NYSE: WPG) announced
its intention to voluntarily delist from the New York Stock
Exchange (the "NYSE") its shares of common stock (the "Common
Stock"), 7.5% Series H Cumulative Redeemable Preferred Stock (the
"Series H Preferred Stock"), and 6.875% Series I Cumulative
Redeemable Preferred Stock (the "Series I Preferred Stock," and
together with the Series H Preferred Stock, the "Preferred Stock").
The Common Stock is currently listed on the NYSE under the symbol
"WPG" with a CUSIP number of 93964W 405; the Series H Preferred
Stock is currently listed on the NYSE under the symbol "WPG-H" with
a CUSIP number of 93964W 207; and the Series I Preferred Stock is
currently listed on the NYSE under the symbol "WPG-I" with a CUSIP
number of 93964W 306.
On or about September 20, 2021, the Company intends to file a
Notification of Removal from Listing on Form 25 with the U.S.
Securities and Exchange Commission, and it is expected that the
last day of trading of the Common Stock and Preferred Stock on the
NYSE will be on or about Thursday, September 29, 2021. It is
expected that the Company’s Common Stock and Preferred Stock will
be removed from listing and registration on the NYSE at the opening
of business on or about September 30, 2021.
Because the Company’s Common Stock and Preferred Stock will no
longer be publicly held upon its expected emergence from its
previously announced Chapter 11 proceedings, the Company believes
that the costs and expenses associated with the continued listing
of the Common Stock and Preferred Equity, and the corresponding
governance and filing requirements, are not economically
justified.
The Company does not intend to arrange for listing or registration
of the Common Stock or Preferred Stock on another stock exchange
and does not plan to take any action to facilitate trading on an
over-the-counter market.
About Washington Prime Group
Washington Prime Group Inc. (NYSE: WPG) --
http://www.washingtonprime.com/-- is a retail REIT and a
recognized leader in the ownership, management, acquisition and
development of retail properties. It combines a national real
estate portfolio with its expertise across the entire shopping
center sector to increase cash flow through rigorous management of
assets and provide new opportunities to retailers looking for
growth throughout the U.S.
Washington Prime Group and its affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 21-31948) on June 13,
2021. At the time of the filing, Washington Prime Group's property
portfolio consists of material interests in 102 shopping centers in
the United States totaling approximately 52 million square feet of
gross leasable area. The company operates 97 of the 102
properties.
As of March 31, 2021, Washington Prime Group had total assets of
$4.029 billion against total liabilities of $3.471 billion. Judge
Marvin Isgur oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as lead bankruptcy counsel; Jackson Walker, LLP
as co-counsel; Alvarez & Marsal North America, LLC as restructuring
advisor; Guggenheim Securities, LLC as investment banker; Deloitte
Tax, LLP as tax services provider; and Ernst & Young, LLP as
auditor. Prime Clerk LLC is the claims agent, maintaining the page
http://cases.primeclerk.com/washingtonprime
SVPGlobal, the Debtors' lender, tapped Davis Polk & Wardwell, LLP
and Evercore Group, LLC as its legal counsel and investment banker,
respectively.
The U.S. Trustee for Region 6 appointed an official committee of
unsecured creditors in the Debtors' cases on June 25, 2021.
Greenberg Traurig, LLP and FTI Consulting, Inc. serve as the
committee's legal counsel and financial advisor, respectively.
On July 15, 2021, the U.S. Trustee appointed an official committee
of equity security holders. The equity committee tapped Porter
Hedges, LLP and Brown Rudnick, LLP as legal counsel; Province, LLC
as financial advisor; and Newmark Knight Frank Valuation &
Advisory, LLC as real estate appraiser and valuation advisor.
WASHINGTON PRIME: Winstead Updates on Non-RSA Bondholders
---------------------------------------------------------
In the Chapter 11 cases of Washington Prime Group Inc., et al., the
law firm of Winstead PC an amended verified statement under Rule
2019 of the Federal Rules of Bankruptcy Procedure, to disclose an
updated list of Non-RSA Bondholders that it is representing.
On June 13, 2021, Washington Prime Group Inc., and its debtor
affiliates filed a voluntary petition for relief under chapter 11
of title 11 of the United States Code. Subsequently, on or about
August 27, 2021, Winstead was engaged by the Non-RSA Bondholders as
counsel in connection with the Debtors' ongoing restructuring.
Winstead is the only law firm which has been retained to represent
the Non-RSA Bondholders in connection with the Debtors' chapter 11
cases. In addition, Winstead does not represent the Non-RSA
Bondholders as a "committee"; and, as of the date of this Verified
Statement, does not represent, among other things, the interests
of, and is not a fiduciary for, any creditor, party in interest, or
entity other than the Non-RSA Bondholders.
As of Sept. 3, 2021, members of the Non-RSA Bondholders and their
disclosable economic interests are:
Senior Notes due 2024
---------------------
Invictus Global Management, LLC $414,000
310 Comal Building A, Suite 229
Austin, Texas 78702
Mountain Special Situations Fund, LLC $1,829,000
196 Upper Mountain Avenue
Montclair, NJ 07042
Counsel for Mountain Special Situations Fund, LLC, and Invictus
Global Management, LLC can be reached at:
WINSTEAD PC
Rakhee V. Patel, Esq.
Phillip Lamberson, Esq.
Jason Enright, Esq.
Annmarie Chiarello, Esq.
500 Winstead Building
2728 N. Harwood Street
Dallas, TX 75201
Telephone: (214) 745-5400
Facsimile: (214) 745-5390
E-mail: achiarello@winstead.com
- and -
Yasmin Atasi, Esq.
Sean B. Davis, Esq.
Steffen Sowell, Esq.
600 Travis Street
Suite 5200
Houston, TX 77002
Telephone: (713) 650-8400
Facsimile: (713) 650-2400
E-mail: yatasi@winstead.com
sbdavis@winstead.com
ssowell@winstead.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3n3XdrQ
About Washington Prime Group
Washington Prime Group Inc. (NYSE: WPG) --
http://www.washingtonprime.com/-- is a retail REIT and a
recognized leader in the ownership, management, acquisition and
development of retail properties. It combines a national real
estate portfolio with its expertise across the entire shopping
center sector to increase cash flow through rigorous management of
assets and provide new opportunities to retailers looking for
growth throughout the U.S.
Washington Prime Group and its affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 21-31948) on June 13,
2021. At the time of the filing, Washington Prime Group's property
portfolio consists of material interests in 102 shopping centers in
the United States totaling approximately 52 million square feet of
gross leasable area. The company operates 97 of the 102
properties.
As of March 31, 2021, Washington Prime Group had total assets of
$4.029 billion against total liabilities of $3.471 billion. Judge
Marvin Isgur oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as lead bankruptcy counsel; Jackson Walker, LLP
as co-counsel; Alvarez & Marsal North America, LLC as restructuring
advisor; Guggenheim Securities, LLC as investment banker; Deloitte
Tax, LLP as tax services provider; and Ernst & Young, LLP as
auditor. Prime Clerk LLC is the claims agent, maintaining the page
http://cases.primeclerk.com/washingtonprime
SVPGlobal, the Debtors' lender, tapped Davis Polk & Wardwell, LLP
and Evercore Group, LLC as its legal counsel and investment banker,
respectively.
The U.S. Trustee for Region 6 appointed an official committee of
unsecured creditors in the Debtors' cases on June 25, 2021.
Greenberg Traurig, LLP and FTI Consulting, Inc. serve as the
committee's legal counsel and financial advisor, respectively.
On July 15, 2021, the U.S. Trustee appointed an official committee
of equity security holders. The equity committee tapped Porter
Hedges, LLP and Brown Rudnick, LLP as legal counsel; Province, LLC
as financial advisor; and Newmark Knight Frank Valuation &
Advisory, LLC as real estate appraiser and valuation advisor.
WC MET CENTER: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: WC Met Center, LLC
814 Lavaca Street
Austin, TX 78701
Business Description: WC Met Center, LLC is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: September 7, 2021
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 21-10698
Debtor's Counsel: Mark H. Ralston, Esq.
FISHMAN JACKSON RONQUILLO PLLC
13155 Noel Road, Suite 700
Dallas, TX 75240
Tel: (972) 419-5000
Email: mhralston@gmail.com
Estimated Assets: $100 million to $500 million
Estimated Liabilities: $50 million to $100 million
The petition was signed by Natin Paul, authorized signatory.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/T5HMNDA/WC_Met_Center_LLC__txwbke-21-10698__0001.0.pdf?mcid=tGE4TAMA
WILLCO X DEVELOPMENT: Has Deal on Cash Collateral Use Thru Oct 15
-----------------------------------------------------------------
Willco X Development LLP and Independent Bank advised the U.S.
Bankruptcy Court for the District of Colorado they have reached an
agreement regarding Willco's use of cash collateral and now desire
to memorialize the terms of the agreement into an agreed order.
On October 9, 2020, the Debtor filed its Motion to Approve
Stipulated Interim Order for Use of Cash Collateral. There were no
objections to the Motion and a Cash Collateral Order was entered on
October 29.
The Debtor and the Secured Lender have worked to insure that the
terms of the original Cash Collateral Order are performed and
complied with, and the parties agreed to extend the Cash Collateral
Order without alteration to its terms to and including October 15,
2021, provided the parties remain in compliance with the Order.
The Budget referenced in the Cash Collateral Order was modified to
include and reference the updated Budget.
A copy of the stipulation is available for free at
https://bit.ly/3yMS1uK from PacerMonitor.com.
About Willco X Development LLP
Willco X Development, LLLP, operator of the Hilton Garden Inn of
Thornton in Colo., filed a Chapter 11 petition (Bankr. D. Colo.
Case No. 20-16438) on Sept. 29, 2020. The Debtor was estimated to
have $10 million to $50 million in assets and liabilities as of the
bankruptcy filing.
Judge Thomas B. McNamara oversees the case.
Weinman & Associates, P.C., led by Jeffrey A. Weinman, is the
Debtor's legal counsel.
Independent Bank, as lender, is represented by John F. Young, Esq.,
at Markus Williams Young & Hunsicker LLC.
[*] 4 Pharmaceutical Firms Move Forward w/ $26-Bil. Opioid Deal
---------------------------------------------------------------
Live Mint reports that four pharmaceutical companies have said they
received enough support from US states to move to the next stage of
a $26 billion settlement over thousands of legal claims related to
the opioid epidemic.
The opioid crisis -- exacerbated by the coronavirus pandemic -- has
killed more than half a million people in the United States.
In a joint statement, the pharmaceutical distributors
AmerisourceBergen, Cardinal Health and McKesson said they had
received the green light from 42 out of 49 states, Washington DC,
and five US territories.
The companies said they had "determined that enough states have
agreed to settle to proceed to the next phase."
The pharmaceutical manufacturing giant Johnson & Johnson, which
also announced in July it would pay $5 billion to settle lawsuits
in the same case, said in a separate statement that it, too, was
ready to move to the next stage of the settlement.
"This settlement is not an admission of any liability or wrongdoing
and the Company will continue to defend against any litigation that
the final agreement does not resolve," Johnson & Johnson said. The
company announced in June that it has stopped making opioid
painkillers.
The proposed settlement hopes to end nearly 4,000 lawsuits filed by
dozens of US states and local governments.
Under the terms of the agreement, the payment of $26 billion --
which would finance rehabilitation programs across the country --
is contingent on the number of states that approve it.
If the conditions are met, the agreement will come into force "60
days after the distributors determine that there is sufficient
participation to proceed," according to the statement.
The settlement -- if finalized -- will be the most significant in
the complex legal battle by states and communities to hold the
powerful firms accountable.
In a separate case, a US judge approved Wednesday a bankruptcy plan
proposed by Purdue, accused of contributing to the opioid crisis by
aggressively promoting its drug OxyContin.
Under the agreement, owners the Sackler family will pay a total of
$4.5 billion to those affected in exchange for immunity.
[*] Fewer Bankruptcy Filings for Real Estate Companies in 2021
--------------------------------------------------------------
Ted Knutson of GlobeSt.com reports that according to Cornerstone
Research, real estate firm bankruptcies declined in 2021. Knotel,
Le Jeune Villas Developments, EHT US1, and Corp. Group Banking were
among the bankruptcies this 2021. With the recovery from the
pandemic, only 43 large company bankruptcies were filed in the
first half of 2021, compared to 89 during the same period in 2020.
*********
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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
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