/raid1/www/Hosts/bankrupt/TCR_Public/210920.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, September 20, 2021, Vol. 25, No. 262
Headlines
206 GOLDEN: Case Summary & 20 Largest Unsecured Creditors
6446MB LLC: Seeks to Hire Joel M. Aresty as Bankruptcy Counsel
801 ASBURY AVENUE: Affiliate Wins Cash Access Thru Oct. 16
801 ASBURY AVENUE: May Continue Using Cash Collateral Thru Oct. 16
8533 GEORGETOWN: FVCbank's Joinder in UST's Objection to Disclosure
AEROSPACE FACILITIES: Hits Chapter 11 Bankruptcy Protection
AHERN ENERGY: Unsecured Creditors to Recover 58% to 96% in Plan
AIWA CORP: May Use Cash Collateral Until Sept. 24
AKUMIN INC: Moody's Affirms B3 CFR & Alters Outlook to Negative
AMERICAN MOBILITY: May Use Cash Collateral on Final Basis
BASIC ENERGY: Obtains Final Nod on $35MM DIP Loan
BASIC ENERGY: Ranger's $36.7-Mil. Offer Wins Auction
BASIC ENERGY: Rochelle McCullough Represents Ryan, Wren
BESTHOST INN: Wins Interim Authority to Use Cash Collateral
BIZGISTICS INC: FedEx Service Provider Seeks Cash Collateral Use
BOY SCOUTS: Mid-Iowa Council to Pay $2.5Mil. in Abuse Settlement
CALCEUS ACQUISITION: S&P Downgrades ICR to 'CCC+', Outlook Neg.
CARVER BANCORP: May Sell Up to $75 Million Worth of Securities
CITY LIFT: Case Summary & 20 Largest Unsecured Creditors
CLEARPOINT CHEMICALS: Third Amended Plan Confirmed by Judge
CONNECTIONS COMMUNITY: To Convert Case to Chapter 7
CRAFT LOGISTICS: Has OK to Use Cash Collateral on Final Basis
D.W. TRIM: Updates Unsecured Claims Pay Details; Amends Plan
DANE HEATING: Wins Interim Cash Collateral Access Through Sept. 30
DEMO REALTY: Wins Continued Cash Collateral Use Through Sept. 24
EASTERDAY RANCHES: Cattleman's Sentencing Moved to January 2022
ECOLIFT CORPORATION: Case Summary & 20 Top Unsecured Creditors
EDUCATIONAL TECHNICAL: Seeks to Hire Dage Consulting as Accountant
ELECTRO SALES: Wins Continued Access to Cash Collateral
FABMETALS INC: Case Summary & 20 Largest Unsecured Creditors
FINANCIAL GRAVITY: Todd Oligino Quits as CFO, Treasurer
G & J TRANSPORTATION: Seeks to Use Cash Collateral Thru Dec. 31
GENESIS HEALTHCARE: May Use Cash Collateral Until Nov. 17
GENEVER HOLDINGS: Solicitation Period Extended Until Nov. 9
GEROU PROPERTIES: Heather Bruemmer Named Patient Care Ombudsman
GLATFELTER CORP: Moody's Confirms 'Ba2' CFR, Outlook Stable
GLENROY COACHELLA: Trustee Plans to Sell Hotel Project for $43 Mil.
GOLDMAKER INC: Seeks to Hire Alla Kachan as Legal Counsel
GPSPRO LLC: Unsecured Creditors Will Get 48% of Claims in Plan
GREENSKY HOLDINGS: S&P Places 'B' LT ICR on CreditWatch Positive
GRUPO AEROMEXICO: Akin Gump 3rd Update on Senior Noteholder Group
GRUPO AEROMEXICO: Gibson Dunn Updates on Claimholders
GTT COMMUNICATIONS: Completes Infrastructure Division Sale
HANDL NEW YORK: May Use Cash Collateral Thru Final Hearing Date
HERTZ CORP: Lost Its First Senior Exec. Since Exiting Bankruptcy
HEXION INC: S&P Raises ICR to 'B' on Improved Operating Results
HTP INC: U.S. Trustee Appoints Creditors' Committee
IMERYS TALC: Johnson & Johnson Preps Votes Showdown
IMERYS TALC: Tort Claimants Asks Court to Change Vote to Yes
INTELSAT SA: Gets Final Court Nod on $1.5BB Replacement DIP Loan
JGC VENTURES: Chapter 15 Case Summary
JOYFUL CARE: Court OKs Cash Collateral Deal with SBA
JRNA INC: Unsecured Creditors to Split $366K in Subchapter V Plan
KRISJENN RANCH: Disclosure Hearing Continued to October 13
LAMBRIX CRANE: Case Summary & 20 Largest Unsecured Creditors
LATAM AIRLINES: Creditors Push Back Chapter 11 Exit Term Sheet
LOCAL MOTION: Wins Interim OK to Use Cash Collateral
MAMBA PURCHASER: S&P Assigns 'B' ICR on Proposed Acquisition
MECHANICAL TECHNOLOGIES: Non-Insider Unsecs. to Recover 44% to 70%
MERIT DENTAL: Case Summary & 19 Unsecured Creditors
MIGO IQ: Seeks Approval to Tap Tamarez CPA as Accountant
MODERNLAND OVERSEAS: Chapter 15 Case Summary
MORROW GA INVESTORS: Tamara Ogier OK'd as Ch. 11 Trustee
MTE HOLDINGS: Court Declines Royalty Owner's Bid to Delay Plan
NATIONAL RIFLE: Asks Court to Dismiss NY AG's Corporate Death Suit
NIDA ALSHAIKH DDS: Voluntary Chapter 11 Case Summary
NORTHSTAR GROUP: S&P Affirms 'B' ICR on Add-On Issuance
OMNIQ CORP: Gets 10-Year Contract for AI Based Machine Vision
ORYX MIDSTREAM: S&P Assigns 'BB-' ICR, Outlook Stable
POST OAK TX: Amends Cash Collateral Order for Cost Adjustment
POTOMAC CONSTRUCTION: Nov. 3 Plan & Disclosure Hearing Set
PRA GROUP: Moody's Rates New $300MM Unsecured Notes 'Ba2'
PURDUE PHARMA: Connecticut to Appeal Bankruptcy Plan Approval
PURDUE PHARMA: DOJ Seeks to Pause Approved Sacklers Deal
PURDUE PHARMA: U.S. Trustee Will Appeal Sackler Releases
RECON MEDICAL: Seeks to Tap Larson & Zirzow as Bankruptcy Counsel
RIVERBED PARENT: S&P Downgrades ICR to 'CCC', On Watch Negative
SAGO TECHNOLOGY: Unsec. Creditors to Recover Up to 10.68% in Plan
SILVER PLAZA: Seeks Cash Collateral Access
SOAS LLC: May Use Cash Collateral Through October 31
SONICWALL HOLDINGS: Moody's Affirms 'B3' CFR on Dividend Recap
SPHERATURE INVESTMENTS: Updates Sales Representatives Claims Pay
SUMMIT FINANCIAL: Case Summary & 3 Unsecured Creditors
TENRGYS LLC: Case Summary & 20 Largest Unsecured Creditors
TIDEWATER REALTY: Unsecureds to Recover 100% in Subchapter V Plan
TRAXIUM LLC: CENPRAA Says Amended Plan Fatally Flawed
TUG INC: Seeks to Employ Purple Wave as Auctioneer
UPLAND POINT: U.S. Trustee Seeks to Expand PCO Reporting Period
VERICAST CORP: Moody's Hikes CFR to Caa1 & Alters Outlook to Stable
VITALITY HEALTH: Further Fine-Tunes Plan Documents
WESTSTAR EXPLORATION: Case Summary & 20 Top Unsecured Creditors
XPLORNET COMMUNICATIONS: Moody's Rates New First Lien Loans 'B2'
[^] BOND PRICING: For the Week from September 13 to 17, 2021
*********
206 GOLDEN: Case Summary & 20 Largest Unsecured Creditors
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Debtor: 206 Golden, LLC
d/b/a The Crossroads
206 West Orange Street
Davenport, FL 33837
Case No.: 21-04780
Business Description: 206 Golden, LLC is part of the health
care industry.
Chapter 11 Petition Date: September 17, 2021
Court: United States Bankruptcy Court
Middle District of Florida
Debtor's Counsel: Robert P. Charbonneau, Esq.
AGENTIS PLLC
55 Alhambra Plaza, Suite 800
Miami, FL 33134
Tel: 305-722-2002
E-mail: rpc@agentislaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Joyce Plourde as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/GLNT4OY/206_Golden_LLC__flmbke-21-04780__0001.0.pdf?mcid=tGE4TAMA
6446MB LLC: Seeks to Hire Joel M. Aresty as Bankruptcy Counsel
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6446MB, LLC seeks approval from the U.S. Bankruptcy Court for the
Southern District of Florida to hire Joel M. Aresty, PA to serve as
legal counsel in its Chapter 11 case.
The firm's services include:
(a) advising the Debtor regarding its powers and duties in the
continued management of its business operations;
(b) advising the Debtor with respect to its responsibilities
in complying with the U.S. trustee's operating guidelines and
reporting requirements and with the rules of the court;
(c) preparing legal papers;
(d) protecting the interest of the Debtor in all matters
pending before the court; and
(e) representing the Debtor in negotiation with its creditors
in the preparation of a Chapter 11 plan.
The firm received a retainer in the amount of $10,000.
Joel Aresty, Esq., the firm's attorney who will be providing the
services, will be billed at his hourly rate of $440 and reimbursed
for expenses incurred.
Mr. Aresty disclosed in a court filing that he is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Joel M. Aresty, Esq.
Joel M. Aresty, P.A.
309 1st Ave. S.
Tierra Verde, FL 33715
Telephone: (305) 904-1903
Facsimile: (800) 559-1870
Email: Aresty@Mac.com
About 6446MB LLC
Miami Beach, Fla.-based 6446MB, LLC filed its voluntary petition
for Chapter 11 protection (Bankr. S.D. Fla. Case No. 21-18777) on
Sept. 10, 2021, the Debtor listed as much as $10 million in both
assets and liabilities. Judge Laurel M. Isicoff presides over the
case. Joel M. Aresty, P.A. represents the Debtor as legal counsel.
801 ASBURY AVENUE: Affiliate Wins Cash Access Thru Oct. 16
----------------------------------------------------------
Judge Andrew B. Altenburg, Jr. of the U.S. Bankruptcy Court for the
District of New Jersey authorized 176 Route 50, LLC to continue
using the cash collateral from September 19 through October 16,
2021 in order to meet ordinary cash needs, pursuant to the budget,
subject to a 20% cushion.
The budget provided for total disbursements, on a weekly basis, as
follows:
$1,163 for the week ending September 18, 2021;
$504 for the week ending September 25, 2021;
$8,138 for the week ending October 2, 2021;
$532 for the week ending October 9, 2021; and
$2,634 for the week ending October 16, 2021.
As of the Petition Date, the Debtor owed Lenders, National Capital
Management LP and Kutztown Mortgage Partners, LLC under a series of
loans, secured by a blanket lien on all of the Debtor's assets.
The Court ruled that, as adequate protection, the Lenders are
granted replacement liens in their respective prepetition
collateral to the same extent, validity and priority of their
prepetition liens, for the diminution in value of their respective
prepetition liens in the cash collateral. The Lenders are also
granted a superpriority administrative expense claim to the extent
the adequate protection proves insufficient to protect the Lenders'
interest in the cash collateral.
Moreover, the Debtor is directed to make monthly adequate
protection payments to the Lenders for $1,730 (plus any overage or
additional monthly revenue over budgeted expenses) for the duration
of the current order. The Debtor is currently reviewing the
Lenders' loan documents to determine whether the Lenders'
indebtedness is properly perfected as the first and second position
liens encumbering all of the Debtor's assets.
A copy of the fourth interim order, including the budget, is
available for free at https://bit.ly/3Ailgak from PacerMonitor.com.
A final hearing on the motion will be held on October 12, 2021 at 2
p.m. Objections must be filed and served on or before October 11.
About 801 Asbury Avenue
801 Asbury Avenue, LLC is a New Jersey limited liability
corporation which owns and operates commercial real property in
Ocean City.
801 Asbury Avenue, LLC along with affiliate 176 Route 50, LLC
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. N.J. Case No. 21-14401 and 21-14402) on May 26, 2021. In
the petition signed by James McCallion, sole member, 801 Asbury
disclosed up to $10 million in both assets and liabilities.
Judge Andrew B. Altenburg, Jr. oversees the jointly administered
cases.
David B. Smith, Esq. at Smith Kane Holman, LLC is the Debtors'
counsel.
801 ASBURY AVENUE: May Continue Using Cash Collateral Thru Oct. 16
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Judge Andrew B. Altenburg, Jr. of the U.S. Bankruptcy Court for the
District of New Jersey authorized 801 Asbury Avenue, LLC to
continue using cash collateral from September 19 through and
including October 16, 2021, pursuant to the budget, to be able to
continue operating its business.
Lenders, National Capital Management LP and Kutztown Mortgage
Partners, LLC are granted replacement liens in their respective
collateral to the same extent, validity and priority of their
prepetition liens, for the diminution in value of the creditors'
prepetition liens in the cash collateral. The Lenders are also
granted a superpriority administrative expense claim to the extent
the adequate protection proves insufficient to protect the Lenders'
interest in the cash collateral.
In addition, the Lenders are entitled to monthly adequate
protection payments for $3,340 (plus any overage, or additional
monthly revenue over budgeted expenses) during the interim period.
The Lenders assert a blanket lien on all of the Debtor's assets on
account of a series of prepetition loans granted to the Debtor and
affiliated debtor 176 Route 50, LLC.
A final hearing on the motion will be held on October 12, 2021 at 2
p.m. Objections must be filed and served by October 11.
A copy of the fourth interim order is available for free at
https://bit.ly/3zhFLme from PacerMonitor.com.
About 801 Asbury Avenue
801 Asbury Avenue, LLC is a New Jersey limited liability
corporation which owns and operates commercial real property in
Ocean City.
801 Asbury Avenue, LLC along with affiliate 176 Route 50, LLC
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. N.J. Case No. 21-14401 and 21-14402) on May 26, 2021. In
the petition signed by James McCallion, sole member, 801 Asbury
disclosed up to $10 million in both assets and liabilities.
Judge Andrew B. Altenburg, Jr. oversees the jointly administered
cases.
David B. Smith, Esq. at Smith Kane Holman, LLC is the Debtors'
counsel.
8533 GEORGETOWN: FVCbank's Joinder in UST's Objection to Disclosure
-------------------------------------------------------------------
FVCbank (the "Bank") objects to the Disclosure Statement filed by
debtor 8533 Georgetown Pike, LLC.
As set forth in FVCbank's Motion for Relief from the Automatic Stay
as to Real Property (the "Motion for Relief"), the Bank is the
Debtor's primary creditor with a claim secured by the Debtor's Real
Property in the amount of $1,660,536.53 (as of the Petition Date)
plus continuing interest, fees, expenses and charges. The final
hearing on the Motion for Relief is set for October 6, 2021.
On Sept. 6, 2021, the U.S. Trustee filed its to the Disclosure
Statement, setting forth numerous deficiencies therewith. The Bank
joins in the U.S. Trustee's Objection and sets forth additional
objections.
The Bank points out that the Disclosure Statement does not set
forth the deadline or timetable for the Debtor to sell or refinance
the Real Property, close on the sale, and exit this case. With
respect to the proposed refinancing, it is unclear whether the
refinance efforts are to be undertaken concurrently with the sale
process.
The Bank's secured claim is classified as Class 3. The Disclosure
Statement (pg. 6) says Class 3 is impaired. However, the Plan
inexplicably says Class 3 is unimpaired. The Bank's secured claim
is impaired under Section 1124, the Bank is entitled to vote, and
the Disclosure Statement and Plan must so provide.
The Bank claims that the Disclosure Statement provides that Real
Property is secured by the Bank's debt with a "claimed balance" as
of the Petition Date of $1,660,563.53. Because the Bank is the
Debtor's principal creditor, the Disclosure Statement should
expressly state whether the Debtor intends to object to the Bank's
secured claim and, if so, the basis for such objection, so that it
can be expeditiously resolved by the Court.
The Bank asserts that the Disclosure Statement states that Class 4
(non-insider General Unsecured Claims) are both unimpaired (pg. 5)
and impaired (pg. 6). Because the Debtor proposes to pay Class 4 in
full, Class 4 is unimpaired and should not be entitled to vote in
this case. The Disclosure Statement and Plan should make this
clear.
Finally, it is worth noting that because the Bank is the only
impaired creditor, the Bank's vote will ultimately determine
whether any plan can be confirmed in this case. 11 U.S.C. §
1129(a)(10). The Bank is entitled to the basic information in order
to make an informed decision.
A full-text copy of the Bank's objection dated September 14, 2021,
is available at https://bit.ly/3Exok4I from PacerMonitor.com at no
charge.
Counsel for FVCbank:
Scott W. Foley, Esq., Bar No. 43484
Shapiro Sher Guinot & Sandler
250 West Pratt Street
Suite 2000
Baltimore, MD 21201
Tel: (410) 385-4234
swf@shapirosher.com
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.
AEROSPACE FACILITIES: Hits Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Jake Abbott of the Sacramento Business Journal reports that
Aerospace Facilities Group, a manufacturer of aerospace equipment
and infrastructure with operations in West Sacramento and contracts
with military bases around the country, filed for Chapter 11
bankruptcy in the third week of September 2021
Aerospace Facilities Group Inc. is headquartered in Las Vegas and
operates a facility on Raley Court in West Sacramento. The company
designs, manufactures and installs equipment and infrastructure
such as abrasive blast equipment, paint booths, sanding booths and
other systems used largely for aircraft at military bases.
Aerospace Facilities Group did not respond to a request for comment
from the Business Journal on Thursday, nor did its legal
representative overseeing the bankruptcy.
According to a resolution adopted by the company, it is unable to
pay its debts when due and "the corporation and its creditors would
best be served by reorganization of the corporation under Chapter
11."
Aerospace Facilities Group's total assets were $587,248.94 as of
June 30, according to court documents. Its liabilities are
estimated at between $1 million and $10 million.
In its filing, the company listed nine of its largest unsecured
claims totaling $3.8 million. Its largest debt of $3.02 million is
owed to the U.S. Department of the Treasury Debt Management
Services in Birmingham, Alabama, for a "disputed overpayment
related to contract work."
Other notable claims in the bankruptcy filing included future
receivables loans worth a total of $616,200 from three separate
entities — Channel Partners Capital LLC, EBF Holdings LLC and
Forward Financing LLC.
Aerospace Facilities Group stated that it expects to have funds
available for distribution to unsecured creditors.
The company reported net income from January through June of
$326,647.55. That included a Paycheck Protection Program loan worth
$112,800 that has been forgiven. The PPP was the federal
government's main initiative to help small businesses through the
pandemic. Loans made under the program could be forgiven if they
were used to keep employees on payroll and to meet certain other
expenses that were approved under the program.
Aerospace Facilities Group filed for voluntary Chapter 11
bankruptcy on Sept. 14. A conference regarding the bankruptcy is
set for the U.S. Bankruptcy Court of the Eastern District of
California in Sacramento on Oct. 13, 2021.
About Aerospace Facilities Group
Aerospace Facilities Group, Inc., is part of the Other Nonmetallic
Mineral Product Manufacturing industry. Aerospace Facilities Group
sought Chapter 11 protection (Bankr. E.D. Ca. Case No. 21-23244) on
Sept. 14, 2021. In the petition signed Dennis R. Robinson, as
president, Aerospace Facilities estimated assets of between
$500,000 to $1 million and estimated liabilities of between $1
million to $10 million. The cases are handled by Honorable Judge
Christopher M. Klein. Gabriel E. Liberman, Esq, LAW OFFICES OF
GABRIEL LIBERMAN, APC, is the Debtor's counsel.
AHERN ENERGY: Unsecured Creditors to Recover 58% to 96% in Plan
---------------------------------------------------------------
Ahern Energy, LLC filed with the U.S. Bankruptcy Court for the
District of Nevada a Small Business Plan of Reorganization dated
September 14, 2021.
Ahern Energy, LLC is a Nevada limited liability company that is
wholly owned by Evan Ahern ("Mr. Ahern") and Tammy Ahern ("Mrs.
Ahern"). Ahern Energy is a holding company that owns membership
interests and corporate shares of Wyo Tech Investment Group, LLC
("Wyo") and Inductance Energy Corporation ("IEC").
Through the Ahern Energy Chapter 11 Case, Ahern Energy intends to
(i) market and sell Ahern Energy's membership interest and
corporate shares in Wyo and IEC and any related rights to payment
and/or (ii) sue those persons or entities that sold Ahern Energy
those securities and rights to recover monies and properties
transferred therefor (the recoveries therefrom after costs of sale
(the "Sale and Recovery Proceeds") to pay Ahern Energy's creditors,
with any surplus flowing to the Aherns Chapter 11 Case.
Debtor is a holding company that currently has no operations and,
thus, no financial projections. However, the Plan proponent
projects receiving between $1,533,750 and $2,525,000 for the sale
of its shares and interests in Wyo and IEC. $2,525,000 is the
amount Debtor paid for the shares and interest in Wyo and IEC.
$1,533,750 is the value of the remaining shares and interest in Wyo
and IEC based upon sales of certain of the shares and interests in
Wyo and IEC by Debtor in 2019 and 2020.
The Plan proponent's financial projections show that the Debtor
will have projected disposable income of between $1,533,750 and
$2,525,000. The final Plan payment is expected to be paid on
December 15, 2022 or such other date approved by the Bankruptcy
Court after notice and a hearing.
This Plan of Reorganization proposes to pay creditors of Debtor
Ahern Energy, from the sale of Ahern Energy's shares and interests
in Wyo and IEC, and/or the recovery of amounts paid for such
interests.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at between approximately 58 cents on the dollar (assuming an
estimated $2,618,199.79 of allowed general unsecured claims, and a
$1,533,750 total distribution to that class) and 96 cents on the
dollar (assuming an estimated $2,525,000 total distribution to that
class); provided, however, these numbers may change given the final
amount of Allowed general unsecured claims and other factors and is
only an estimate. This Plan also provides for the payment of
administrative and priority claims.
The Plan will treat claims as follows:
* Class 2 consists of Secured Claims. Each holder of a Class 2
Allowed secured claim shall receive, on or as soon as reasonably
practicable (a) such treatment in accordance with Bankruptcy Code
§ 1124 as may be determined by the Bankruptcy Court; (b) payment
in full, in cash, of such Allowed secured claim; (c) satisfaction
of any such Allowed secured claim by delivering the collateral
securing any such claim; or (d) providing such Holder with such
treatment in accordance with Bankruptcy Code § 1129(b) as may be
determined by the Bankruptcy Court. Creditors in Class 2 are
Impaired under this Plan.
* Class 3 consists of Non-priority unsecured creditors. After
payment of all unclassified claims and Class 1 and Class 2 Claims,
each holder of an Allowed Class 3 unsecured claim shall participate
pro rata with each other holder of an Allowed unsecured claim and
shall receive, on the Initial Distribution Date and each
Distribution Date thereafter, or as soon thereafter as is practical
its pro rata share of the Sale and Recovery Proceeds. Creditors in
Class 2 are Impaired under this Plan.
* Class 4 consists of Equity security holders of the Debtor.
Except to the extent that the Holders of Class 4 Equity Interests
agree to less favorable treatment, they shall retain their equity
interests, subject to the terms and conditions of this Plan.
Interest holders in Class 4 are Unimpaired under this Plan.
This Plan will be funded with the Sale and Recovery Proceeds
derived from the (i) marketing and sale of 100% of Ahern Energy's
membership interest and corporate shares in Wyo and IEC and any
related rights to payment and/or (ii) proceeds from actions against
those persons or entities that sold Ahern Energy those securities
and rights. Evan Ahern will continue being the manager of Ahern
Energy. To the extent there is a disputed claim, a reserve will be
created with respect to such claim in an amount agreed to by the
Debtor and holder of the disputed claim or Bankruptcy Court order.
The Debtor will also liquidate its remaining physical property,
subject to turnover to one or more secured creditors, if any, and
distribute the proceeds to creditors.
A full-text copy of the Plan of Reorganization dated September 14,
2021, is available at https://bit.ly/2XC6Rri from PacerMonitor.com
at no charge.
Counsel for the Debtor:
Mark M. Weisenmiller, Esq.
William M. Noall, Esq.
Garman Turner Gordon LLP
7251 Amigo Street, Suite 210
Las Vegas, NV 89119
Telephone: (725) 777-3000
Facsimile: (725) 777-3112
Email: mweisenmiller@gtg.legal
wnoall@gtg.legal
About Ahern Energy
Ahern Energy LLC owns 201.5 membership interests of Wyo Tech
Investment Group, LLC (valued at $2.15 million), 814,400 corporate
shares of Inductance Energy Corporation (valued at $2.03 million),
and interest in Quantum Energy Inc. (valued at $2.08 million).
Ahern Energy sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Nev. Case No. 21-13053) on June 16, 2021. Evan
Ahern, manager and member, signed the petition. At the time of the
filing, the Debtor disclosed total assets of $6,270,396 and total
liabilities of $2,439,206. Garman Turner Gordon, LLP, is the
Debtor's legal counsel.
AIWA CORP: May Use Cash Collateral Until Sept. 24
-------------------------------------------------
Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Aiwa Corporation to use
the cash collateral, on an interim basis, pursuant to the budget,
through the earlier of (i) the occurrence of a termination event,
unless waived in writing by secured creditor, Aiwa Holdings, LLC;
or (ii) September 24, 2021.
As adequate protection, the Secured Creditor is granted security
interests and liens in the Debtor's property and its bankruptcy
estate to the extent the Secured Creditor held security interests
and liens prepetition.
As further adequate protection, the Secured Creditor is granted
valid and fully perfected first-priority replacement liens on, and
security interests in, all property acquired by the Debtor or its
bankruptcy estate after the Petition Date. The replacement liens,
however, will not attach to avoidance actions under Chapter 5 of
the Bankruptcy Code or the proceeds thereof.
A copy of the order is available for free at https://bit.ly/3CgcTMR
from PacerMonitor.com.
About Aiwa Corporation
Chicago-based Aiwa Corporation -- https://aiwa.co/ -- is a consumer
electronics brand that manufactures audio equipment.
Aiwa Corporation filed a petition for Chapter 11 protection (Bankr.
N.D. Ill. Case No. 21-07702) on June 22, 2021, listing total assets
of $1,764,887 and total liabilities of $5,818,251. Aiwa CEO Joseph
J. Born signed the petition. The case is handled by Judge Deborah
L. Thorne. Jeremy C. Kleinman, Esq., at FrankGecker LLP, is the
Debtor's legal counsel.
AKUMIN INC: Moody's Affirms B3 CFR & Alters Outlook to Negative
---------------------------------------------------------------
Moody's Investors Service affirmed Akumin Inc.'s B3 corporate
family rating, B3-PD probability of default rating and B2 senior
secured ratings. The speculative grade liquidity rating remains
unchanged at SGL-3. At the same time, Moody's changed the outlook
to negative from stable.
The change in outlook to negative reflects the continued delay in
Akumin's Q2 2021 filings, which increases risks in Moody's
assessment of liquidity and governance. The action follows a
reduction in the amount available to draw under the company's
revolving credit facility to $10 million from $55 million,
announced on September 13th.
Management expects to file results for the second quarter ending
June 30 before October 15, 2021. Although Moody's does not expect
the company to rely on the revolver in the near term, financial
flexibility will be more limited until publication of the missing
reports, which would restore revolver capacity if completed by the
extended 60-day deadline. Any further delay would substantially
increase the risk of a default event and weaken Moody's assessment
of liquidity and corporate governance. The trustee of the secured
notes has filed a notice by which further postponement of the Q2
filings beyond December 15, 2021 would constitute an event of
default under the indentures.
Outlook Actions:
Issuer: Akumin Inc.
Outlook, Changed To Negative From Stable
Affirmations:
Issuer: Akumin Inc.
Probability of Default Rating, Affirmed B3-PD
Corporate Family Rating, Affirmed B3
Senior Secured Bank Credit Facility, Affirmed B2 (LGD3)
Senior Secured Regular Bond/Debenture, Affirmed B2 (LGD3)
RATINGS RATIONALE
Akumin's B3 CFR is constrained by: (1) governance risks associated
with its inability to file Q2 2021 financial statements on time;
(2) high leverage (around 7x through 2022); (3) execution risks of
an aggressive acquisition growth strategy; (4) exposure to downward
pressure on reimbursement rates; and (5) integration risks
associated with the Alliance acquisition, including execution of
the strategy shift away from mobile units to fixed. The company
benefits from: (1) a nationwide presence and large scale within the
fragmented diagnostic imaging and oncology markets after the
Alliance acquisition; (2) longstanding partnerships with most major
US healthcare networks; (3) a well-diversified payor base,
including about half of revenues linked to long-term contracts with
healthcare providers; and (4) favorable industry trends, including
the transition toward lower cost outpatient settings and an aging
population.
Akumin currently has adequate liquidity (SGL-3). Pro-forma for the
acquisition of Alliance, which closed in early September, Moody's
estimates sources total about $45 million, consisting of cash on
hand of about $35 million (post closing, and according to
management), and $10 million available under the committed
revolving facility due 2025. Moody's expects flat free cash flow
generation over the next twelve months through September 2022. The
company has no mandatory debt amortizations.
Assuming the company completes its Q2 2021 filings before October
15, 2021, revolver capacity will increase back to $55 million. Once
in compliance with filing requirements, the revolver will be again
be subject to a springing covenant when more than 30% drawn.
Moody's does not expect the company to rely on the revolver, but
Akumin would have a comfortable cushion of around 30% if triggered.
Alternate sources of liquidity are limited as substantially all
assets are encumbered by the secured credit facilities.
Akumin's senior secured debt (including the $55 million revolving
credit facility due 2025, and $475 million and $375 million first
lien notes due 2025 and 2028, respectively) is rated B2, one notch
above the B3 CFR, reflecting higher recovery in the capital
structure ahead of the $325 million unsecured notes due 2032/33
(unrated), funded by Stonepeak Partners.
Akumin is exposed to social risks arising from efforts to address
the accessibility and affordability of healthcare services, which
may lead to additional pressure on payor reimbursement rates.
However, future price reductions are likely to be less material
than those mandated in prior years. Additional social risks include
the ongoing coronavirus pandemic and concerns around patient health
and safety which could drive volatility in results until the risk
of outbreaks subsides.
Governance risks are high, given both the current delay in
financial reporting and the company's aggressive financial policy,
characterized by elevated leverage and an acquisition growth
strategy that will consume free cash flow in lieu of debt
reduction. Akumin is a publicly traded company with a long-term
target leverage of 4x total net debt to EBITDA; however, Moody's
believes the company will prioritize inorganic growth over the
medium term, keeping leverage above target at closer to 5.5x
(around 6.5x on a Moody's adjusted basis). Although Akumin faces
heightened execution risk with the Alliance acquisition, the
company has a good track record of integrating smaller scale
transactions, which will continue to be core to its growth
strategy.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Akumin successfully integrates
Alliance while demonstrating a strong execution of its growth
strategy and sustaining debt to EBITDA below 5.5x while generating
positive free cash flow and maintaining good liquidity.
The ratings could be downgraded if the company appears unlikely to
file its Q2 2021 results by the extended deadline of October 15,
2021, or if Moody's believes liquidity will weaken. Downward
pressure would also arise if integration challenges pressure
profitability, operating performance deteriorates, or debt to
EBITDA is sustained above 8x. The rating on the secured notes could
be downgraded if the company raises significant additional secured
debt.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Akumin Inc., a publicly-traded company headquartered in Toronto,
Canada and Plantation, Florida, is a provider of diagnostic imaging
services in the United States. Pro-forma revenue was $730 million
for the twelve months ended March 2021, including the acquisition
of Alliance Healthcare. Stonepeak Partners LP owns 13% of Akumin,
on a fully diluted basis.
AMERICAN MOBILITY: May Use Cash Collateral on Final Basis
---------------------------------------------------------
Judge Joseph N. Callaway of the U.S. Bankruptcy Court for the
Eastern District of North Carolina authorized American Mobility,
Inc. to use cash collateral to pay for its postpetition operating
expenses until the effective date of the Debtor's Plan, on a final
basis.
As adequate protection, Gulf Coast Bank and Trust and Truist Bank
are granted continuing replacement liens in inventory, accounts and
proceeds thereof and any other cash collateral, to the extent and
priority as existed prepetition. Gulf Coast and Truist are also
granted postpetition liens on collateral to the same extent,
priority and validity as the liens each had prepetition.
A copy of the final order is available for free at
https://bit.ly/3CinCXb from PacerMonitor.com.
Counsel for Gulf Coast Bank and Trust:
James W. Sheedy, Esq.
Driscoll Sheedy, P.A.
11520 N. Community House Road, Suite 200
Charlotte, NC 28277
Telephone: 704.341.2102
Email: jimsheedy@driscollsheedy.com
Counsel for Truist Bank:
Jill C. Walters, Esq.
Womble Bond Dickinson LLP
555 Fayetteville St., Suite 1100
Raleigh, NC 27601
Telephone: 919-755-2185
Email: Jill.Walters@wbd-us.com
About American Mobility
American Mobility, Inc. operates a retail company selling and
servicing medical equipment directly to consumers in the Wake
County area in North Carolina. American Mobility filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
E.D.N.C. Case No. 21-01352) on June 11, 2021. William Ryan,
president, signed the petition. In its petition, the Debtor
disclosed total assets of up to $500,000 and total liabilities of
up to $10 million.
Judge Joseph N. Callaway oversees the case.
J.M. Cook, Esq., at J.M. Cook, PA, serves as the Debtor's legal
counsel.
BASIC ENERGY: Obtains Final Nod on $35MM DIP Loan
-------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas entered a final order authorizing Basic Energy
Services, Inc., and its debtor-affiliates to obtain up to
$35,000,000 in senior secured postpetition financing on a
superpriority basis from a syndicate of lenders and Guggenheim
Credit Services, LLC, as agent.
Prior to the entry of the Final Order, the Court has authorized the
Debtors to use up to $27,000,000 of the DIP Loan proceeds, with the
remainder of the DIP Loan proceeds available to the Debtors upon
entry of the Final Order and satisfaction of other conditions. The
Debtors are authorized to use the DIP Loan proceeds, as permitted
by the DIP Loan Documents, to pay all interest, fees and costs
accruing under the DIP Loan Agreement, and according to the
approved budget.
Pursuant to the final order, Judge Jones also authorized the
Debtors to:
b. grant and approve superpriority administrative expense claim
status to the DIP Agent, for itself and for other DIP Secured
Parties, with respect to the DIP Obligations, subject to the
Carve-Out;
c. grant the DIP Secured Parties valid, enforceable,
automatically and fully perfected DIP Liens on all DIP Collateral,
subject to the Carve-Out, to secure the DIP Obligations;
d. use the cash collateral and other prepetition collateral of
the Prepetition Secured Parties. The Debtors, however, are not
authorized to use any funds aggregating approximately $9,000,000 as
of the Petition Date that are held in a segregated cash collateral
account at Bank of America
e. grant the Prepetition Secured Parties superpriority claims
and automatically perfected liens, security interest and other
adequate protection, to the extent of any diminution in value of
their interests in their respective Prepetition Collateral,
according to the relative priorities set forth in the final order,
subject to the Carve-Out
The Carve-Out includes:
a. all fees payable to the Clerk of Court and the Office of the
U.S. Trustee;
b. all reasonable fees and expenses incurred by a Chapter 7
Trustee under Section 726(b) of the Bankruptcy Code up to
$100,000;
c. all unpaid fees and expenses incurred or earned by
professionals retained by the Debtors' estates or the Official
Committee of Unsecured Creditors before the delivery of a Carve-Out
Trigger Notice, including any transaction fee of any investment
bankers or financial advisors of the Debtors or the Committee,
provided that the success fee is subject to the DIP Liens and
subordinate to the repayment of the DIP Obligations; and
d. allowed professional fees retained by a Chapter 7 trustee or
Chapter 11 Trustee in these cases aggregating up to $1,150,000
incurred following the Termination Declaration Date.
Prepetition Obligations
As of the Petition Date, the Debtors are liable for:
-- $36,049,307, plus all accrued interest, fees and expenses, to
the Prepetition ABL Lenders and Bank of America, N.A., as
administrative agent, with respect to outstanding letters of credit
under the Prepetition ABL Credit Agreement, which are undrawn as of
the Petition Date;
-- $15,000,000, plus accrued interest, fees and expenses, under
the Prepetition Second Lien Loan Documents with Ascribe III
Investments LLC;
-- $10,336,439, plus accrued interest, fees and expenses, for
loans made under the Prepetition Superpriority Credit Agreement
with Cantor Fitzgerald Securities, as administrative agent and
collateral agent, and the lenders party thereto;
-- $347,500,000, plus accrued interest, fees and expenses, under
the Prepetition Secured Notes Documents with UMB Bank, N.A., as
trustee and collateral agent, and the Prepetition Secured
Noteholders; and
-- $15,000,000, plus accrued interest, fees and expenses,
payable to Ascribe under the Additional Prepetition Secured Note
Loan Documents.
The right of the DIP Lenders and the Prepetition Secured Parties to
credit bid are expressly reserved by the final order.
A copy of the final order is available for free at
https://bit.ly/2Xn7MLC from Prime Clerk, claims agent.
About Basic Energy Services
Basic Energy Services -- http://www.basices.com/-- provides
wellsite services essential to maintaining production from the oil
and gas wells within its operating areas. The Company's operations
are managed regionally and are concentrated in major United States
onshore oil-producing regions located in Texas, California, New
Mexico, Oklahoma, Arkansas, Louisiana, Wyoming, North Dakota,
Colorado and Montana. Specifically, the Company has a significant
presence in the Permian Basin, Bakken, Los Angeles and San Joaquin
Basins, Eagle Ford, Haynesville and Powder River Basin.
Basic Energy Services, Inc., and 12 affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 21-90002) on Aug. 17,
2021. Basic Energy disclosed total assets of $331 million and debt
of $549 million as of March 31, 2021.
The Hon. David R. Jones is the case judge.
The Debtors tapped Weil, Gotshal & Manges LLP as counsel,
Alixpartners LLP as restructuring advisor, and Lazard Freres &
Company as financial advisor. Prime Clerk is the claims agent.
According to the Troubled Company Reporter, Aug. 31, 2021, the U.S.
Trustee for Region 7 appointed an official committee to represent
unsecured creditors in the Chapter 11 cases of Basic Energy
Services, Inc. and its affiliates.
BASIC ENERGY: Ranger's $36.7-Mil. Offer Wins Auction
----------------------------------------------------
On September 16, 2021, Ranger Energy Services, Inc. (NYSE: RNGR)
announced that its controlled subsidiary Ranger Energy Acquisition,
LLC (the "Buyer") was selected as the successful bidder at an
auction to acquire certain assets of Basic Energy Services, Inc.
and its subsidiaries ("Basic"). The Buyer's winning bid at a
competitive auction conducted by Basic under section 363 of the
U.S. Bankruptcy Code was for a cash purchase price of $36.65
million and includes Basic's business lines outside the State of
California (excluding the water logistic business), specifically
all assets within the well servicing service line, all assets
within the fishing and rental tool service lines, all assets within
the coiled tubing service line, all rolling stock assets required
to support the operating assets being purchased and real property
locations inclusive of, but not limited to, real property owned in
New Mexico, Oklahoma and Texas. Ranger currently expects to pay
the cash purchase price with proceeds from a private placement.
Stuart Bodden, President and Chief Executive Officer of Ranger
stated, "We are very pleased to continue the expansion of our scale
and scope with this latest acquisition. Combined with the Patriot
and PerfX transactions earlier this year, the Basic assets
strengthen our ability serve clients in our markets and to drive
ongoing growth in both revenue and free cash flow."
The closing of the transaction is subject to various conditions,
including approval by the bankruptcy court. A hearing to seek
court approval is scheduled for September 23, 2021, and the
transaction is expected to be concluded by the end of September
2021.
Ranger expects to hold an investor call and provide additional
information regarding the transactions described herein in
connection with the closing.
Credit Facility
Ranger Energy on Sept. 16 announced that its controlled subsidiary
RNGR Energy Services, LLC ("Ranger LLC") received a debt commitment
letter from Eclipse Business Capital LLC and Eclipse Business
Capital SPV, LLC with regard to a new $77.5 million credit facility
consisting of a $50 million revolving credit facility, a $12.5
million M&E term loan facility and a $15 million term loan B
facility. The closing of the credit facility is subject to various
conditions including entry into definitive documents and, with
respect to the term loan B facility, the simultaneous close of the
Basic asset acquisition. Ranger LLC currently expects to use a
portion of the proceeds received from the revolving credit facility
to pay off existing indebtedness. The credit facility is available
at the Company’s option and would be pledged against certain
asset sales.
Private Placement
Ranger Energy announced that it entered into a definitive agreement
on September 10, 2021, with several purchasers to issue an
aggregate amount of $42 million of shares of its newly issued
Series A Convertible Preferred Stock (the "Preferred Stock"). The
Preferred Stock will be non-voting except under certain limited
circumstances. In connection with the private placement, the
Company has also agreed to grant customary registration rights to
the purchasers. The Preferred Stock will automatically convert into
shares of Class A Common Stock of the Company upon the later of (i)
receipt of stockholder approval, which the Company expects to seek
at a special meeting of stockholders following the closing of the
transaction, or (ii) the effectiveness of the shelf registration
statement, which the Company expects to file as soon as practicable
following the Closing, to register the shares of Class A Common
Stock convertible from the Preferred Stock. Affiliates of CSL
Capital Management, L.P. ("CSL") and Bayou Well Holdings Company,
LLC ("Bayou") have agreed to vote in favor of the preferred stock
conversion.
The closing of the private placement is subject to various
conditions, including the simultaneous close of the Basic asset
acquisition. The Company is expected to contribute a portion of
the proceeds received from the private placement to the Buyer to
fund the Basic asset acquisition.
Tax Receivable Agreement Termination and Class B
Redemption
The Company today announced that it entered into a definitive
agreement with affiliates of CSL and Bayou pursuant to which the
Tax Receivable Agreement, dated August 16, 2017, was terminated,
effective on September 10, 2021. In consideration of the
termination of the Tax Receivable Agreement, the Company will issue
an aggregate of 376,185 shares of Class A Common Stock of the
Company to affiliates of CSL and Bayou. The shares will be issued
upon receipt of stockholder approval, which the Company expects to
seek at a special meeting of shareholders following the closing of
the transaction.
Affiliates of CSL and Bayou also consented to the redemption by
Ranger LLC of their outstanding units in Ranger LLC and the
redemption by the Company of corresponding shares of Class B Common
Stock of the Company for an equivalent number of shares of Class A
Common Stock of the Company, or cash, at the election of Ranger LLC
or the Company, as the case may be. The redemptions are contingent
on the closing of the private placement and the Basic asset
acquisition. Following the redemptions, no shares of Class B Common
Stock of the Company will be issued and outstanding.
Advisors
Piper Sandler is serving as exclusive financial advisor to the
Company with respect to the Basic asset acquisition and sole
placement agent with respect to the debt financing and private
placement of Preferred Stock. Winston & Strawn LLP is serving as
legal counsel to the Company.
About Ranger Energy Services
Ranger is an independent provider of well service rigs and
associated services in the United States, with a focus on
unconventional horizontal well completion and production
operations. Ranger also provides services necessary to bring and
maintain a well on production. The Processing Solutions segment
engages in the rental, installation, commissioning, start-up,
operation and maintenance of MRUs, Natural Gas Liquid stabilizer
and storage units and related equipment.
About Basic Energy Services
Basic Energy Services -- http://www.basices.com/-- provides
wellsite services essential to maintaining production from the oil
and gas wells within its operating areas. Its operations are
managed regionally and are concentrated in major United States
onshore oil-producing regions located in Texas, California, New
Mexico, Oklahoma, Arkansas, Louisiana, Wyoming, North Dakota,
Colorado and Montana. Specifically, Basic Energy Services has a
significant presence in the Permian Basin, Bakken, Los Angeles and
San Joaquin Basins, Eagle Ford, Haynesville and Powder River
Basin.
Basic Energy Services and 12 affiliates sought Chapter 11
protection (Bankr. S.D. Texas Lead Case No. 21-90002) on Aug. 17,
2021. As of March 31, 2021, Basic Energy disclosed total assets of
$331 million and debt of $549 million.
Judge David R. Jones oversees the cases.
The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel,
Alixpartners LLP as restructuring advisor, and Lazard Freres &
Company as financial advisor. Prime Clerk is the claims agent.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases. Snow &
Green, LLP and Brown Rudnick, LLP serve as the committee's legal
counsel.
BASIC ENERGY: Rochelle McCullough Represents Ryan, Wren
-------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Rochelle McCullough, LLP, submitted a verified
statement to disclose that it is representing Ryan, LLC and Cedric
Wren in the Chapter 11 cases of Basic Energy Services, Inc., et
al.
RM represents Ryan with regard to its claims against Basic Energy
regarding two (2) distinct Engagement Agreements in connection with
tax services rendered by or to be rendered by Ryan in review of
Basic Energy’s federal, state and local fuel and excise tax
payment records to identify tax refund, tax credit, and tax
reduction opportunities and preparation of claims for refund and
other tax returns required for such tax refunds, tax credits or
other tax reduction opportunities.
RM represents Wren for the limited purpose of filing a Motion to
Lift the Automatic Stay in the Bankruptcy Case seeking to lift the
automatic stay to proceed directly against Basic Energy's insurance
policy proceeds regarding a personal injury/worker compensation
retaliation lawsuit pending in Gregg County, Texas. Assuming the
automatic stay is lifted by agreement, RM will continue its
representation of Wren in State Court and Wren intends in such an
agreement to waive his unsecured claim against Basic Energy as part
of the sought relief.
RM reserves the right to amend this Statement, if necessary, to
specify in greater detail the amount and type of claims held by
Ryan and Wren or if additional parties are appropriately
represented by RM in this case. Inquiries should be directed to
counsel identified below.
RM is employed as counsel for and is not authorized by instrument
or otherwise to act for Ryan and Wren in that capacity without
their express consent.
Counsel for Ryan, LLC can be reached at:
Edwin Paul Keiffer, Esq.
ROCHELLE MCCULLOUGH, LLP
325 North Saint Paul St., Suite 4500
Dallas, TX 75201
Telephone: (214) 580-2525
Facsimile: (888) 467-5979
E-mail: pkeiffer@romclaw.com
A copy of the Rule 2019 filing is available at
https://bit.ly/3lDGVUg at no extra charge.
About Basic Energy Services
Basic Energy Services -- http://www.basices.com/-- provides
wellsite services essential to maintaining production from the oil
and gas wells within its operating areas. Its operations are
managed regionally and are concentrated in major United States
onshore oil-producing regions located in Texas, California, New
Mexico, Oklahoma, Arkansas, Louisiana, Wyoming, North Dakota,
Colorado and Montana. Specifically, Basic Energy Services has a
significant presence in the Permian Basin, Bakken, Los Angeles and
San Joaquin Basins, Eagle Ford, Haynesville and Powder River
Basin.
Basic Energy Services and 12 affiliates sought Chapter 11
protection (Bankr. S.D. Texas Lead Case No. 21-90002) on Aug. 17,
2021. As of March 31, 2021, Basic Energy disclosed total assets of
$331 million and debt of $549 million.
Judge David R. Jones oversees the cases.
The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel,
Alixpartners LLP as restructuring advisor, and Lazard Freres &
Company as financial advisor. Prime Clerk is the claims agent.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases. Snow &
Green, LLP and Brown Rudnick, LLP serve as the committee's legal
counsel.
BESTHOST INN: Wins Interim Authority to Use Cash Collateral
-----------------------------------------------------------
Judge Erithe Smith of the U.S. Bankruptcy Court for the Central
District of California granted Besthost Inn, LLC interim authority
to use the cash collateral. The Court also directed the Debtor to
pay transient occupancy taxes on a current basis.
A copy of the order is available for free at https://bit.ly/3tP4nSf
from PacerMonitor.com.
A final hearing on the Cash Collateral M0otion will be held on
October 21, 2021 at 2 p.m.
As reported by the Troubled Company Reporter, Besthost Inn asked
the Court 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 said it 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.
In its request, the Debtor said it 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 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 filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No.
21-12158) on Sept. 1, 2021, listing up to $50,000 in assets and up
to $10 million in liabilities. Michael Reazuddin, managing member,
signed the petition. Judge Erithe A. Smith presides over the case.
The Law Offices of Michael Jay Berger represents the Debtor as
legal counsel.
BIZGISTICS INC: FedEx Service Provider Seeks Cash Collateral Use
----------------------------------------------------------------
Bizgistics, Inc. asked the U.S. Bankruptcy Court for the Middle
District of Florida to authorize the use of cash collateral nunc
pro tunc to the Petition Date to fund ordinary course operations,
according to the cash budget. The Debtor said it will need
approximately $150,000 of cash collateral to continue to operate
for the next four weeks.
The budget for the four-week period from September 23 to October 4,
2021 provided for the $37,168 in total weekly expenses for the
first three weeks, and $39,169 for the fourth week. As of the
Petition Date, the Debtor has $28,000 in cash on hand, and
approximately $35,000 in accounts receivables.
The Debtor related that prepetition, it has been in discussions
with its secured creditor, ReadyCap Lending, LLC, and will confer
with ReadyCap and the United States Trustee in connection with the
motion. The Debtor owed ReadyCap for a portion of the $2.45
million that it needed to purchase its business in 2020. The
Debtor delivers packages for FedEx Ground Package System, Inc.
(FedEx) in an area in Jacksonville, Florida.
As adequate protection, the Debtor proposed to grant ReadyCap a
replacement lien on its postpetition collateral. If not permitted
to use cash collateral, it may be forced to halt operations, the
Debtor said.
A copy of the emergency motion is available for free at
https://bit.ly/3hAMPnG from PacerMonitor.com.
About Bizgistics, Inc.
Bizgistics, Inc. provides freight transportation arrangement
services. The company sought Chapter 11 protection (Bankr. M.D.
Fla. Case No. 21-02197) on September 12, 2021. In the Petition
signed by Darrell Giles, chief executive officer/director, the
Debtor estimated $1 million to $10 million in both assets and
liabilities. Underwood Murray, P.A. is the Debtor's counsel.
BOY SCOUTS: Mid-Iowa Council to Pay $2.5Mil. in Abuse Settlement
----------------------------------------------------------------
Andrea May Sahouri, writing for Des Moines Register, reports that
the Boy Scouts' Mid-Iowa Council will pay $2.5 million toward an
$850 million settlement victims of child sex abuse reached with the
Boy Scouts of America, the council's CEO says.
The settlement is said to be the largest in U.S. history of a
lawsuit involving child sex abuse. Some 60,000 former scouts made
more than 90,000 allegations of sexual abuse by scouts and scout
leaders spanning several decades.
"One case of abuse is one too many," said Matt Hill, the Des
Moines-based Mid-Iowa Council's CEO.
Hill said he could not disclose how many Iowa cases were involved.
The nation's 252 local scout councils, including at least seven
serving Iowa, contributed a combined $500 million toward the
settlement, which follows a decision by the Boy Scouts of America
to file for bankruptcy protection as legal costs rose. The Mid-Iowa
Council is affiliated with but legally separate from the Irving,
Texas-based national organization.
Hill said in a news release that the $2.5 million the council's
volunteer executive board agreed to contribute was "based on
several factors including information filed in the claims process
and what each local council could meaningfully contribute while
ensuring Scouting can continue in its respective territory."
The money came from unrestricted investments in the council's
endowment fund, according to the news release.
"We want to make sure that we're able to contribute (and) that
these victims are fairly compensated," Hill said. "We're blessed to
have had very generous donors over the years, so we have an
endowment that's able to withstand our contribution."
Other donations to the Mid-Iowa Council are restricted and can only
be used for "real time" operations, Hill said.
Hill said the $2.5 million contribution should not affect
day-to-day Scouting operations.
"Scouting in Mid-Iowa Council is strong," Hill said in the news
release.
Hill said not many parents have expressed concern about the sex
abuse allegations, some of which involved incidents prior to 1987,
when the council implemented Youth Protection Training. He called
the training "the gold standard in abuse prevention programs among
youth nonprofit organizations."
"Safety is our number one priority," Hill said. "As a father
myself, I don't feel concerned with putting my own daughter in
scouting."
There are about 10,000 Boy Scouts, Webelos, Cub Scouts and
Venturers in the 27 Iowa counties, including the Des Moines and
Ames metros, that the Mid-Iowa Council governs.
Just this summer, Hill said, "over 1,700 youth and leaders enjoyed
outdoor adventures at Mitigwa Scout Reservation, Camp Akela, and
local Cub Scout twilight camps. Our talented volunteers and staff
are delivering impactful experiences to build leadership, physical
fitness, strong character, and Scouting values."
Though the Scouts have faced a proliferation of sex abuse lawsuits,
there does not appear to be a large number of such cases in Iowa,
where one case is currently pending. In the lawsuit filed in Linn
County in October 2018, an unidentified plaintiff says his
scoutmaster sexually abused him from 1971-75. The accuser was
between 12 and 16 at the time.
In January 2015, a Polk County case was settled against a former
West Des Moines Scout leader.
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
CALCEUS ACQUISITION: S&P Downgrades ICR to 'CCC+', Outlook Neg.
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
Calceus Acquisition Inc. (Cole Haan) to 'CCC+' from 'B-' because it
expects profitability and cash flows will not recover significantly
until at least fiscal 2023.
S&P lowered its ratings on the company's senior secured term loan
to 'CCC+' from ' B-'. The recovery rating remains unchanged at
'4'.
The negative outlook reflects the increased risk of a default
occurring in the next 12 months.
S&P said, "The downgrade reflects weaker-than-expected performance
in fiscal 2021 and our expectation that credit metrics will remain
weak through fiscal 2022. Cole Haan's EBITDA remained negative on a
reported basis in the fourth quarter of fiscal 2021 (ending May
2021) as sales volumes stayed significantly below pre-pandemic
levels. Our original expectation was for the company to recover to
at least positive EBITDA generation by the back half of fiscal
2021. Despite some resumption of consumer mobility and increases in
discretionary consumer spending, sales in the fiscal fourth quarter
remained 41% below 2019 levels for the same period. The company was
able to substantially sell out its old-season inventory through
heavy promotional activity by the end of the third quarter, which
enabled it to sequentially improve S&P Global Ratings-adjusted
gross margin to 41% in the fourth quarter compared to 36.5% in the
third quarter. However, operating costs increased during the fourth
quarter as the company's retail store reopenings pressured
profitability. Leverage increased to 36.3x and EBITDAR interest
coverage fell to 0.3x at the end of fiscal 2021, compared with 5.8x
and 1.3x, respectively, at fiscal year-end 2020. S&P Global
Ratings-adjusted free operating cash flow was also depressed,
amounting to negative $40 million for fiscal 2021.
S&P said, "Although sales volumes and gross margin improved
sequentially in the first quarter of fiscal 2022 and we expect the
trend to continue in the subsequent quarters, we believe
profitability will be pressured because of higher freight costs and
operating expenses. Ongoing shortages in logistics capacity result
in higher freight costs for Cole Haan as the company sources the
majority of its products internationally, primarily from Vietnam
and India. Our forecast assumes the company will increase prices to
offset higher freight costs and wage inflation and that these price
increases will not impair sales volumes significantly, leading to
EBITDA turning positive in fiscal 2022. However, leverage will
remain elevated over the next few quarters and FOCF will remain
negative in fiscal 2022. We project Cole Haan's adjusted debt to
EBITDA will decline to around 8x in 2022 and EBITDAR interest
coverage to improve to about 0.9x. We believe the company's capital
structure may be unsustainable absent substantial improvements in
operating performance or a restructuring of the company's debt.
"Furthermore, we also recognize this outlook faces a high degree of
uncertainty given the volatile macroeconomic landscape, including
uncertainty related to the global logistics and freight supply
chain disruptions as well as the risk of fuel and wage costs
increasing substantially. Moreover, the company's small EBITDA base
makes its credit metrics particularly vulnerable if performance
misses expectations.
"We forecast a slow rebound in operating performance as the company
rebuilds its inventory levels to meet demand. Cole Haan was
experiencing strong sales growth before the COVID-19 pandemic and
maintained elevated inventory levels to support anticipated strong
business growth. However, the company decided to aggressively clear
its old inventory during fiscal 2021 in order to preserve
liquidity. We expect a strong increase in demand from the company's
wholesale customers and strong volumes in the company's owned
retail stores over the next few quarters, albeit at a slower pace
than we previously anticipated. The surge of new COVID-19 variants
over the last few months has slowed the pace of return-to-office
and social activity trends. In addition, we believe the company
could face constraints in fulfilling these higher demand levels
given the very lean inventory balances it maintains. We believe
Cole Haan could face challenges in replenishing its supply chain in
a timely and cost-effective manner, given the global logistics
constraints. We expect the rebound in the company's operating
performance to occur slowly and do not expect its credit metrics to
return to pre-pandemic levels until at least the end of fiscal
2023.
"The company will not generate positive cash flow this year,
constraining liquidity, though we do not expect a covenant test to
spring. We no longer expect the company to generate positive FOCF
in fiscal 2022 as we expect the recovery in sales volumes and
profitability to take longer than we previously expected. As such,
we now believe the company's liquidity position is constrained,
particularly given the high fixed-charge payment requirements. We
believe the company could be required to draw on its revolving
credit facility to fulfil its interest payments if profitability
does not recover sufficiently. In our base-case, we do not expect
the covenant test to be triggered over the next two years as
revolver availability should remain more than $12.5 million. The
company will have no near-term refinancing risk as its earliest
debt maturity is its asset-backed lending (ABL) revolver, which
matures Feb. 1, 2024. Longer term, we expect more covenant cushion
as a result of better profitability. However, if the company
underperforms our base-case forecast and triggers its 1x fixed
charge covenant test, the company could breach the covenant test
given its current tight coverage and almost non-existent covenant
cushion."
Environmental, social, and governance (ESG) credit factors for this
credit rating change:
-- Health and safety
S&P said, "The negative outlook reflects the potential that we will
lower our rating on Cole Haan if the risk of a near-term default
has increased such that we envision a specific default scenario
occurring in the next 12 months.
"We could lower our rating on Cole Haan if we expect the company to
restructure its balance sheet or the company is unable to meet its
debt requirements in the next 12 months." This could occur if:
-- Demand trends from the pandemic do not reverse, potentially
causing a liquidity shortfall or covenant violation.
S&P could consider taking a positive rating action if it believes
the company will:
-- Generate positive FOCF; and
-- Improve its interest coverage above 1.5x; and
-- Maintain adequate liquidity.
This would likely occur as the company rebuilds its inventories
such that it is able to fulfil increased demand as return-to-office
trends increase and consumers pursue more outdoor activities and
social events.
CARVER BANCORP: May Sell Up to $75 Million Worth of Securities
--------------------------------------------------------------
Carver Bancorp, Inc. filed with the Securities and Exchange
Commission a Form S-3 registration statement relating to the offer
and sale from time to time up to $75.0 million, in one or more
series, shares of its common stock; shares of its preferred stock;
unsecured debt securities, which may consist of notes, debentures,
or other evidences of indebtedness; depositary shares; warrants to
purchase other securities; units consisting of any combination of
the above securities; or subscription rights consisting of any
combination of the above securities.
Each time Carver Bancorp offers any securities pursuant to this
prospectus, it will provide a prospectus supplement, and, if
necessary, a pricing supplement, that will describe the specific
amounts, prices and terms of the securities being offered. These
supplements may also add, update or change information contained in
this prospectus. The company's common stock is traded on the
Nasdaq Capital Market under the symbol "CARV." A full-text copy of
the prospectus is available for free at:
https://www.sec.gov/Archives/edgar/data/1016178/000110465921115933/tm2127239d1_s3.htm
About Carver Bancorp
Carver Bancorp, Inc., is the holding company for Carver Federal
Savings Bank, a federally chartered savings bank. The Company is
headquartered in New York, New York. The Company conducts business
as a unitary savings and loan holding company, and the principal
business of the Company consists of the operation of its
wholly-owned subsidiary, Carver Federal. Carver Federal was
founded in 1948 to serve African-American communities whose
residents, businesses and institutions had limited access to
mainstream financial services. The Bank remains headquartered in
Harlem, and predominantly all of its seven branches and four
stand-alone 24/7 ATM centers are located in low- to moderate-income
neighborhoods.
Carver Bancorp reported a net loss of $3.89 million for the year
ended March 31, 2021, compared to a net loss of $5.42 million for
the year ended March 31, 2020. As of June 30, 2021, the Company
had $682.93 million in total assets, $631.24 million in total
liabilities, and $51.69 million in total equity.
CITY LIFT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: City Lift Parking, LLC
3309 Elm St. Suite 370
Dallas, TX 75226
Chapter 11 Petition Date: September 17, 2021
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 21-42201
Debtor's Counsel: Eric A. Liepins, Esq.
ERIC A. LIEPINS
12770 Coit Road
Suite 850
Dallas, TX 75251
Tel: 972-991-5591
Fax: 972-991-5788
E-mail: eric@ealpc.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Kasey Hester as chief executive
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/BKRI3IY/City_Lift_Parking_LLC__txnbke-21-42201__0001.0.pdf?mcid=tGE4TAMA
CLEARPOINT CHEMICALS: Third Amended Plan Confirmed by Judge
-----------------------------------------------------------
Judge Jerry C. Oldshue, Jr., has entered an order confirming the
Third Amended Plan of Reorganization of Clearpoint Chemicals, LLC.
The following additions to the Plan were announced at the
Confirmation Hearing and are incorporated: "Assumption of Oracle
Contract. The Debtor or Reorganized Debtor will assume the executor
contract with Oracle. Oracle shall have an Allowed Cure Claim in
the Allowed Amount of $20,984.27."
The following revisions to the Plan were announced at the
Confirmation Hearing and are incorporated:
Article 5 Section 3.4 is revised to read as follows: "On the
Distribution Date, ServisFirst Bank shall receive $1,800,000.00 on
account of the ServisFirst Prepetition Claims. The Reorganized
Debtor will give to ServisFirst Bank a promissory note for the
remainder of the ServisFirst debt ($1,586,420.11 as of September
14, 2021) (the "SFB Balance"). Of the SFB Balance, (i) $200,00 (the
"Reallocated SFB Amount") will be paid over 24 months in equal
monthly installments, and the remaining portion o$1,386,420.11 (the
"Remaining SFB Amount") will be paid over five years in equal
monthly installments. The Reallocated SFB Amount will be based on a
2-year amortization schedule and the Remaining SFB Amount will be
based on a 5-year amortization schedule, each with interest at a
rate of WSJ Prime, floating plus 2%, with a floor of 5.25% and cap
of 8%. The Company will make monthly payments of principal and
interest on account of the SFB Balance to begin the first full
month after effective date."
Article 5 Section 7.2 is revised as follows: "Holders of Allowed
Unsecured Claims will receive on the Distribution Date their
pro-rata share of $750,000."
A copy of the Plan Confirmation Order dated September 14, 2021, is
available at https://bit.ly/3hHkAUn from PacerMonitor.com at no
charge.
Counsel for the Debtor:
Lawrence B. Voit, Esq.
Alexandra K. Garrett, Esq.
Matthew C. Butler, Esq.
Silver Voit & Garrett,
Attorneys at Law, P.C.
4317-A Midmost Drive
Mobile, AL 36609-5589
Telephone: (251) 343-0800
Email: agarrett@silvervoit.com
lvoit@silvervoit.com
mbutler@silvervoit.com
About Clearpoint Chemicals
Clearpoint Chemicals, LLC, operates in the specialty chemical
services industry. It develops customer-specific chemical
solutions, provides in-house last mile logistics, and delivers
on-site application and management, and continued communication and
project assessment services.
Clearpoint Chemicals sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Ala. Case No. 20-12274) on Sept. 29,
2020. At the time of the filing, the Debtor disclosed assets of
between $10 million and $50 million and liabilities of the same
range.
Judge Jerry C. Oldshue oversees the case.
The Debtor tapped Silver, Volt & Garrett as its bankruptcy counsel.
R. Tate Young, Esq., an attorney practicing in Houston, and Michael
W. Huddleston, Esq., of Munsch, Hardt, Kopf & Harr, P.C., serve as
the Debtor's special counsel.
CONNECTIONS COMMUNITY: To Convert Case to Chapter 7
---------------------------------------------------
Daniel Gill, writing for Bloomberg Law, reports that Connections
Community Support Programs Inc., a mental health care provider, is
turning its bankruptcy proceedings over to an independent fiduciary
after gaining court approval of its request to convert its case to
Chapter 7.
The conversion, approved at a hearing Friday, Sept. 17, 2021,
follows a $12.7 million asset sale to Conexio Care Inc. that allows
for the continuing care of 10,000 patients and preservation of 800
jobs, according to Connections' motion.
Delaware-based Connections said it had no choice but to convert the
case after it lost permission to use its cash, which is subject to
a lien by lender Wilmington Savings.
About Connections Community Support Programs
Connections Community Support Programs Inc. is a multifaceted
not-for-profit 501(c)(3) health and human services organization
operating and founded in Delaware with over 100 locations
throughout Delaware and more than 1,100 employees.
Since its founding in 1985, CCSP has grown from providing
assistance to older adults with lifelong histories of psychiatric
hospitalization to one of Delaware's largest nonprofit
organizations that touches the lives of approximately 10,000 of
Delaware's most vulnerable citizens and their families, dealing
with behavioral health and substance use disorders, housing
challenges, and developmental and intellectual disabilities. The
organization leases 408 properties (including 389 leased facilities
associated with housing and veterans' services) and owns 48
properties.
Connections Community Support Programs filed for Chapter 11
protection (Bankr. D. Del. Case No. 21-10723) on April 19, 2021.
The Debtor had estimated assets and debt of $50 million to $100
million as of the bankruptcy filing.
The Debtor tapped Chipman Brown Cicero & Cole, LLP, led by Mark L.
Desgrosseilliers, Esq., as legal counsel and SSG Advisors, LLC as
investment banker. Robert Katz, managing director at EisnerAmper
LLP, serves as the Debtor's chief restructuring officer. Omni
Agent Solutions is the claims and noticing agent and administrative
agent.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors on May 3, 2021. The committee is represented by
Polsinelli, PC.
On April 26, 2021, the U.S. Trustee for Region 3 appointed Eric M.
Huebscher as patient care ombudsman in this Chapter 11 case. The
ombudsman tapped Leech Tishman Fuscaldo & Lampl, LLC as legal
counsel and Huebscher & Company as consultant.
CRAFT LOGISTICS: Has OK to Use Cash Collateral on Final Basis
-------------------------------------------------------------
Judge Michelle V. Larson of the U.S. Bankruptcy Court for the
Northern District of Texas authorized Craft Logistics, Inc.,
pursuant to a final order, to use cash collateral to pay for its
operating expenses so long as total cash collateral spent during
the month does not exceed 5% of that month's total, as set forth in
the budget.
The 30-day budget provided for $320,200 in total expenses.
As adequate protection, England Carrier Services is granted
postpetition liens against the same type of property of the Debtor,
to the extent and priority of any interest in cash collateral held
by England Carrier Services that the Debtor actually used
postpetition.
Bridge Funding Cap LLC is also granted a replacement lien against
the same type of property of the Debtor to the same extent,
validity and priority before the bankruptcy filing, as adequate
protection for the use of cash collateral. In addition, Bridge
Funding will receive $2,000 in monthly adequate protection
payments, which began on August 1, 2021, and continuing until plan
confirmation.
A copy of the final order is available for free at
https://bit.ly/3nyzhwZ from PacerMonitor.com.
About Craft Logistics, Inc.
Craft Logistics, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 21-31304) on July
16, 2021. In the petition signed by Jeremy Rees Louder, president,
the Debtor disclosed up to $50,000 in both assets and liabilities.
Judge Michelle V. Larson presides over the case.
Robert Chamless Lane, Esq., at The Lane Law Firm is the Debtor's
counsel.
D.W. TRIM: Updates Unsecured Claims Pay Details; Amends Plan
------------------------------------------------------------
D.W. Trim, Inc., submitted a First Amended Disclosure Statement
describing Amended Chapter 11 Plan dated September 14, 2021.
This is a reorganizing plan. The Debtor seeks to make payments
under a plan paying unsecured creditors a dividend over time.
Class 7(a) consists of General unsecured claims of current warranty
claimants under state law defect provision. Class 7(b) consists of
all other claims arising under master building contracts.
Homeowners appear to have legal rights under those contracts. Also
7(b) includes general contractors or property developers who have
brought suit against the Debtor or who possess preEffective Date
claims that could bring suit against the Debtor. Members of 7(a)
and (b) shall collectively be referred to as the "litigants".
Class 7 (a) and (b) are impaired because its members will lose the
ability to recover claims against the Debtor and/or its assets.
Members of 7(a) and (b) will be limited to insurance proceeds,
those of the Debtor and of any other liable party. In the event
that insurance monies are insufficient to pay a claim, then the
claimant will not be able to satisfy its claim against the Debtor's
assets beyond insurance proceeds. Builders and G.C.s obtain their
own insurance coverage. This Class has estimated dividend of 100%
of insurance proceeds.
Each member of Class 7(a) and (b) shall be entitled to pursue their
claims against the Debtor's insurance policies to the extent of
coverage, those of any general contractor/property owner and any
other applicable insurance policy held by any other third party.
The Debtor maintains insurance coverage of $1 million per incident,
$2 million in total. The Debtor has procured insurance policies for
each year it has been doing construction work so there are perhaps
12 policies.
Under the terms of the insurance policies, the cost to defend the
Debtor does not reduce the amount of insurance coverage the Debtor
has in its insurance policies. In other words, if the Debtor's
carrier incurs legal fees of $100,000, the amount of insurance
coverage available to pay claims is not reduced. The Debtor's
annual premiums are low because the claim amounts typically are low
relative to other trades like framers, drywall and
concrete/masonry. The Debtor has obtained some information for a
number of years concerning payment by carriers.
The Debtor has obtained reports of payments made and expenses (e.g.
legal fees paid by carriers) for the periods from 10/2013 through
10/2020. In these years, the carriers' expenses often were higher
than the actual payments to homeowners. In total, carriers incurred
expenses and made payments totaling $150,959 over a 7 year period
or an average of $21,561 per year. Some of the claims detailed in
the reports reflect no payments to homeowners but considerable
expenses incurred.
Addendum to Chapter 7 Treatment
This class consists of all persons who hold warranty claims
(through master contracts) against the Debtor for work performed or
products provided by the Debtor or hold claims based on state law.
This class also includes general contractor/property owners who
have brought suit against the Debtor or may bring suit against the
Debtor based on claims arising out of the construction of units by
the Debtor. The members of this class include all home owners whose
homes will still be under warranty as of the Plan's effective date
or later.
In a typical year, the Debtor may work on or provide products for
1,000 homes. Assuming contractual law warranty rights and assuming
the state law concerning a 10 year statute for defects, the home
owner members of this class could amount to 10,000. The Debtor
believes that defects claims typically are raised in the one to two
year period before the 10 year statute runs and that these claims
can be from as many as 20% of the homes in which the Debtor has
worked. Of the 20% some portion consists of claims made against the
Debtor but which in fact are not defects associated with the
Debtor's work.
Post-petition, pre-effective date claimants are being provided with
notice of the case filing through the publication of the case
filing that has occurred and by the publications to be made through
plan confirmation. Most of the homes are single family residences
with a small number of condominiums or multi united complexes, but
the Debtor does not know if the property owners have sold any homes
or units or if any new owners have taken possession.
With respect to Class 7(a) and (b) claimants, through master
contracts with property owners/general contractors, the Debtor
warranties or guarantees its workmanship for a period of one year.
This is a term in the master contracts the Debtor has with the
developers/general contractors. Though uncertain, it appears that
the homeowners may have legal rights under these master contracts.
The Debtor is assuming these master contracts. If a warranty claim
is made by any home owner for the repair of carpentry work by the
Debtor in the warranty period, the Debtor will make the warranty
repairs as appropriate even though the plan has been confirmed and
the Effective Date passed. This is because the Debtor is assuming
the master contracts.
Class 9 consists of Christopher De Mint holder of 100% of the
Debtor's stock. Mr. De Mint intends to contribute $50,000 in new
value money. This amount, or even a lower amount, is adequate under
case law in the 9th circuit which upholds contributions of 4 or 5%
of the reconciled amounts of unsecured creditors.
The Plan will be funded by D.W.'s business operation. D.W.
anticipates having monies of $200,000 on hand at the Plan's
Effective Date from ongoing operations.
A full-text copy of the First Amended Disclosure Statement dated
September 14, 2021, is available at https://bit.ly/3lAiAhV from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Steven R. Fox
THE FOX LAW CORPORATION, INC.
17835 Ventura Blvd., Suite 306
Encino, CA 91316
Tel: (818) 774-3545
Fax: (818) 774-3707
E-mail: srfox@foxlaw.com
About D.W. Trim Inc.
D.W. Trim, Inc., provides labor and materials as a finish carpentry
sub-contractor on tract home projects, largely in the Inland
Empire. It was incorporated in 2008 and operates its business in
Riverside, Calif.
D.W. Trim sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Calif. Case No. 21-10758) on Feb. 15, 2021. In its
petition, the Debtor disclosed assets of between $1 million and $10
million and liabilities of the same range. D.W. Trim President
Christopher S. De Mint signed the petition.
Judge Mark D. Houle oversees the case.
The Fox Law Corporation, Inc., is the Debtor's legal counsel.
DANE HEATING: Wins Interim Cash Collateral Access Through Sept. 30
------------------------------------------------------------------
Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Dane Heating & Air
Conditioning, Inc. to use cash collateral through September 30,
2021, according to the budget, which provided for $61,596 in total
monthly expenses.
Kapitus, LLC, the Prepetition Secured Lender, and all other
subordinate lien holders, like LeLund Enterprises, Inc., are
granted replacement liens to the extent of their prepetition liens.
The Prepetition Secured Lender is also granted adequate protection
payments of $500 per month until further Court order to protect
against any diminution in value of the collateral. The Lender also
will receive an administrative expense claim for any diminution in
value of its interest in the cash collateral, pursuant to Section
507(b) of the Bankruptcy Code.
In further return for the Debtor's continued interim use of cash
collateral, the Prepetition Secured Lender is granted adequate
protection for its asserted secured interests in substantially all
of the Debtor's assets, to the extent and validity as held
prepetition. As of the Petition Date, the Debtor owed the
Prepetition Lender $4,664 under certain loan agreements. The
Prepetition Secured Lender has a senior valid blanket lien on the
Debtor's assets.
The Court further ruled that the administrative hold on the
Debtor's account at PNC Bank by reason of the garnishment of LeLund
Enterprises will be dissolved immediately.
A copy of the second interim order is available for free at
https://bit.ly/3Cl2NdR from PacerMonitor.com.
A status hearing will be held on September 30, 2021 at 9:30 a.m.
About Dane Heating & Air Conditioning Inc.
Dane Heating & Air Conditioning, Inc. filed a petition under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill.
Case No. 21-09701) on Aug. 18, 2021, listing up to $500,000 in
assets and up to $1 million in liabilities. Ken Novak has been
appointed Subchapter V trustee for the Debtor.
Judge Deborah L. Thorne oversees the case.
Springer Larsen Greene, LLC serves as legal counsel for the
Debtor.
DEMO REALTY: Wins Continued Cash Collateral Use Through Sept. 24
----------------------------------------------------------------
Judge Elizabeth D. Katz of the U.S. Bankruptcy Court for the
District of Massachusetts, pursuant to a proceeding memo and order,
authorized Demo Realty Co., Inc. to use cash collateral, on an
interim basis, through September 24, 2021, under the same terms and
conditions.
The Court will convene a telephonic hearing on September 24, 2021
at 11:30 a.m. on the Debtor's further use of cash collateral.
A copy of the order is available for free at https://bit.ly/3lnGoW8
from PacerMonitor.com.
About Demo Realty Co.
Demo Realty Co., Inc., is an affiliate of Patriots Environmental
Corp., a company engaged in site development and remediation,
asbestos abatement, and general demolition.
The company filed a Chapter 11 petition (Bankr. D. Mass. Case No.
20-40159) on Jan. 31, 2020. In the petition signed by Ronald H.
Bussiere, president, the Debtor was estimated to have up to $50,000
in assets, and between $1 million and $10 million in liabilities.
Judge Elizabeth D. Katz oversees the case.
Law Office of Vladimir Von Timroth represents the Debtor.
EASTERDAY RANCHES: Cattleman's Sentencing Moved to January 2022
---------------------------------------------------------------
Don Jenkins of the Capital Press reports that the sentencing of
Washington cattleman Cody Easterday for defrauding Tyson Fresh
Meats out of $233 million has been delayed until early next year,
2022, to give him time to help liquidate his family's ranches and
farms in bankruptcy court.
U.S. District Judge Stanley Bastain in Richland, Wash., approved
resetting sentencing to Jan. 24, 2022. Easterday, who pleaded
guilty in March to wire fraud, had been scheduled to be sentenced
in early October. He faces up to 20 years in prison, according to
the Justice Department.
Easterday, in debt to Tyson and other creditors, filed for
bankruptcy last February. He works daily on the Chapter 11
bankruptcy, according to a filing by his attorney, Carl
Oreskovich.
The bankruptcy involves separate companies, Easterday Ranches and
Easterday Farms, as well as the property of family members. The
bankruptcy is extraordinarily complex and requires Cody Easterday's
constant attention, according to Oreskovich.
"Mr. Easterday's continued participation is essential to creating
the best possible outcome for creditors," Oreskovich stated.
The Justice Department did not object to postponing sentencing for
the second time. Easterday was originally scheduled to be sentenced
in July, but sentencing was delayed because of the bankruptcy.
Easterday billed Tyson and another company to buy and feed what the
Justice Department called "ghost cattle." The fraud, committed
between 2016 and 2020, totaled $244 million, according to
prosecutors.
In a plea deal, Easterday promised to pay restitution. Easterday
also was in debt to major lenders and other businesses.
The Easterday estate continues to sell off property. Attorneys on
Sept. 15 notified the U.S. Bankruptcy Court for Eastern Washington
that no one topped a $14 million bid by Agri Beef-affiliate Blue
Tag Farms for more than 600 pieces of equipment at Easterday farms
and ranches.
Farmland Reserve Inc., owned by the Church of Jesus Christ of
Latter-day Saints, bought several Easterday farms in Benton County
in July for $209 million.
Agri Beef bought Easterday's feedlot in Pasco for $14 million,
though Tyson claims the price was too low, defrauding it and other
creditors. Bankruptcy Judge Whitman Holt in Yakima will hear
arguments Sept. 22, 2021 on whether Tyson has standing to contest
the sale.
About Easterday Ranches and Easterday Farms
Easterday Ranches, Inc. is a privately held company in the cattle
ranching and farming business.
Easterday Ranches sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Wash. Case No. 21-00141) on Feb. 1,
2021. Its affiliate, Easterday Farms, a Washington general
partnership, filed a Chapter 11 bankruptcy petition (Bankr. E.D.
Wash. Case No. 21-00176) on Feb. 8, 2021. The cases are jointly
administered under Case No. 21-00141.
At the time of the filing, the Debtors disclosed assets of between
$100 million and $500 million and liabilities of the same range.
Judge Whitman L. Holt oversees the cases.
The Debtors tapped Pachulski Stang Ziehl & Jones LLP as their lead
bankruptcy counsel, Bush Kornfeld LLP as local counsel, and Davis
Wright Tremaine LLP as special counsel. T. Scott Avila and Peter
Richter of Paladin Management Group serve as restructuring
officers.
The U.S. Trustee for Region 18 appointed an official committee of
unsecured creditors on Feb. 16, 2021.
ECOLIFT CORPORATION: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Ecolift Corporation
Isla Grande Airport
South Ramp, Lot 2A
San Juan, PR 00907
Business Description: The Debtor is a manufacturer of aircraft
parts and equipment.
Chapter 11 Petition Date: September 17, 2021
Court: United States Bankruptcy Court
District of Puerto Rico
Case No.: 21-02751
Debtor's Counsel: Carmen D. Conde Torres, Esq.
C. CONDE & ASSOC.
254 San Juan Street
5th Floor
San Juan, PR 00901-1523
Tel: 787-729-2900
Fax: 787-729-2203
E-mail: condecarmen@condelaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ernesto Di Gregorio as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/YGJCXXY/ECOLIFT_CORPORATION__prbke-21-02751__0001.0.pdf?mcid=tGE4TAMA
EDUCATIONAL TECHNICAL: Seeks to Hire Dage Consulting as Accountant
------------------------------------------------------------------
Educational Technical College, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Dage
Consulting CPA's, PSC as its accountant.
The firm's services include:
(a) assisting the Debtor and its attorney in documenting the
reorganization plan to be filed in its Chapter 11 case;
(b) preparing monthly operating reports and all necessary tax
returns;
(c) assisting the Debtor and its attorney in all matters
related to court instructions, transactions, and information
requests of an accounting or financial nature; and
(d) providing consulting services.
The hourly rates of the firm's professionals are as follows:
Jose A. Diaz Crespo $160 per hour
Senior Accountant $85 per hour
Staff Accountant $65 per hour
In addition, the accountant will seek reimbursement for expenses
incurred.
The retainer fee is $3,000.
Jose Diaz Crespo of Dage Consulting disclosed in a court filing
that he and his firm are "disinterested persons" as that term is
defined in Section 101(14) of the Bankruptcy Code.
Dage Consulting can be reached at:
Jose A. Diaz Crespo, CPA
Dage Consulting CPA's, PSC
340 Industrial Victor Fernandez Suite 201B
San Juan, PR 00926
Telephone: (787) 428-3388
Email: jdiaz@dageconsulting.com
About Educational Technical College
Bayamon, P.R.-based Educational Technical College, Inc. filed a
voluntary petition for Chapter 11 protection (Bankr. D.P.R. Case
No. 21-02392) on Aug. 9, 2021, listing $1,969,503 in assets and
$1,407,201 in liabilities. Emilio E. Huyke, president of
Educational Technical College, signed the petition.
Judge Edward A. Godoy oversees the case.
Carmen D. Conde Torres, Esq., at C. Conde & Assoc., and Dage
Consulting CPA's, PSC serve as the Debtor's legal counsel and
accountant, respectively.
ELECTRO SALES: Wins Continued Access to Cash Collateral
-------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas entered an amended agreed interim order
authorizing Electro Sales & Service, Inc. to use cash collateral,
pursuant to the agreement the Debtor reached with Tibor Ritter
P.S.P. (the Ritters). The amended agreed order allows the Debtor
to use the cash collateral to pay for its actual and necessary
operating expenses.
The Ritters are granted a replacement lien on all cash, inventory
and accounts receivable acquired by the Debtor since the Petition
Date, equal to the cash collateral used, to the extent, priority
and validity of the creditors' prepetition lien on the Petition
Date. In addition, the Debtor shall pay the Ritters $2,500 monthly
as adequate protection, with the first payment to be made upon
entry of the current order and on the 18th day of each month
thereafter until the confirmation of a plan of reorganization in
the Debtor's case, or until further Court order.
The Court will convene a final hearing on the motion on November
10, 2021 at 9:30 a.m.
A copy of the order is available for free at https://bit.ly/3CgdKgx
from PacerMonitor.com.
Counsel for Tibor Ritter P.S.P.:
Morris E. "Trey" White III, Esq.
Villa & White LLP
1100 N.W. Loop 410, Ste. 802
San Antonio, TX 78213
Telephone: (210) 225-4500
Facsimile: (210) 212-4649
About Electro Sales & Service
Electro Sales & Service filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No.
21-50546) on May 3, 2021. At the time of the filing, the Debtor
disclosed $500,001 to $1 million in assets and $100,001 to $500,000
in liabilities. Judge Ronald B. King oversees the case. David T.
Cain, Esq., represents the Debtor as legal counsel.
FABMETALS INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: FabMetals, Inc.
250 Brubaker Drive
New Carlisle, OH 45344
Business Description: FabMetals, Inc. is a manufacturer of
architectural and structural metals.
Chapter 11 Petition Date: September 17, 2021
Court: United States Bankruptcy Court
Southern District of Ohio
Case No.: 21-31583
Judge: Hon. Guy R. Humphrey
Debtor's Counsel: Patricia J. Friesinger, Esq.
COOLIDGE WALL CO., L.P.A.
33 West First Street, Suite 200
Dayton, OH 45402
Tel: 937-223-8177
Fax: 937-223-6705
E-mail: friesinger@coollaw.com
Total Assets: $3,758,537
Total Liabilities: $5,502,195
The petition was signed by Tommy Hensley, president/vice
president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/5AMLUWA/FabMetals_Inc__ohsbke-21-31583__0001.0.pdf?mcid=tGE4TAMA
FINANCIAL GRAVITY: Todd Oligino Quits as CFO, Treasurer
-------------------------------------------------------
Todd Oligino tendered his resignation as chief financial officer
and treasurer of Financial Gravity Companies, Inc., effective Sept.
12, 2021.
Also effective Sept. 12, 2021, Mr. Gary Nemer, 75, was appointed as
chief financial officer and treasurer of the company. Mr. Nemer
has over 25 years of experience in the finance sector. He has been
responsible for the accounting and finance functions at Financial
Gravity since May of 2020, including financial reporting. Mr.
Nemer is also chief legal officer of the company.
About Financial Gravity
Headquartered in Austin Texas, Financial Gravity Companies, Inc. is
a parent company of stock brokerage, investment advisory, asset
management, tax planning for business and personal, and financial
advisor services companies.
Financial Gravity reported a net loss of $791,675 for the year
ended Sept. 30, 2020, compared to a net loss of $623,485 for the
year ended Sept. 30, 2019. As of June 30, 2021, the Company had
$2.47 million in total assets, $1.72 million in total current
liabilities, $609,547 in total non-current liabilities, and
$132,652 in total stockholders' equity.
Whitley Penn LLP, the Company's auditor since 2019 issued a "going
concern" qualification in its report dated Jan. 11, 2021, citing
that the Company incurred a net loss and a net use of operating
cash in the current year and currently has a retained deficit that
raises substantial doubt about its ability to continue as a going
concern.
G & J TRANSPORTATION: Seeks to Use Cash Collateral Thru Dec. 31
---------------------------------------------------------------
G & J Transportation, LLC asked the U.S. Bankruptcy Court for the
District of New Hampshire to authorize use of cash collateral in
the ordinary course of its business during the periods (i) from
September 10 through October 31, 2021; and (ii) from November 1
through December 31, 2021, pursuant to the corresponding budgets.
The cash flow projection for the period from September 10 through
October 31, 2021 provided for the following total expenses:
(a) $40,921 for the period from September 10 to 30, 2021; and
(b) $46,871 for the period from October 1 to 31, 2021.
A copy of the cash flow projection is available for free at
https://bit.ly/3khzXVz from PacerMonitor.com.
The cash flow projection for the period from November 1 through
December 31, 2021 provided for total expenses aggregating:
(c) $42,771 for the period from November 1 to 30; and
(d) $46,871 for the period from December 1 to 31, 2021.
A copy of the cash flow projection for said period, filed in Court
with the related proposed order, is available for free at
https://bit.ly/3Epk33q from PacerMonitor.com.
As adequate protection, the Debtor proposed to grant its Secured
Creditors post-petition replacement liens in all property and
proceeds generated from the collateral in which the Secured
Creditors held validly perfected and unavoidable liens and security
interests as of the Petition Date.
In addition, the Debtor proposed to pay the Secured Creditors these
monthly payments beginning September 14, 2021 until further Court
order:
$2,525.40 to CAT Financial;
$1,232.54 to Co Bank;
$1,236.55 to Financial Pacific Leasing;
$2,350 to Merrimack Valley Credit Union;
$1,815.64 to Pawnee Leasing; and
$4,237.17 to PNC Equipment Finance
A copy of the motion is available for free at
https://bit.ly/3kd0CCD from PacerMonitor.com.
About G & J Transportation, LLC
New Hampshire-based G & J Transportation, LLC provides
transportation services to Whiteman Family Wood Processing, LLC,
transporting products, equipment, mulch and wood chips to various
locations. The company filed a Chapter 11 Petition (Bankr. D. N.H.
Case No. 21-10544) on September 10, 2021.
On the Petition Date, the Debtor disclosed $773,364 in total assets
and $1,219,603 in total liabilities. George G. Whiteman, Jr.,
owner, signed the petition. Judge Bruce A. Harwood oversees the
case. Victor W. Dahar, Professional Association, is the Debtor's
counsel.
GENESIS HEALTHCARE: May Use Cash Collateral Until Nov. 17
---------------------------------------------------------
Judge Jacqueline Cox of the U.S. Bankruptcy Court for the Northern
District of Illinois authorized Genesis Healthcare Institute, LLC
to use the cash collateral of the Internal Revenue Service until 5
p.m. on November 17, 2021 to allow the Debtor to pay the actual and
ordinary operating expenses of its business.
As adequate protection, the IRS is granted valid and perfected
replacement liens and security interests in any of the Debtor's
collateral, to the extent of the cash collateral diminution
pertaining to IRS' interest. The Debtor shall also pay the IRS $500
monthly continuing on October 8, 2021, and the 8th day of each
month thereafter until confirmation of a plan in the Debtor's case,
the conversion of the case or its dismissal.
A copy of the agreed order is available for free at
https://bit.ly/3EmqyUq from PacerMonitor.com.
The Court will convene a further status hearing on the use of cash
collateral on November 16, 2021 at 1 p.m.
About Genesis Healthcare
Genesis Healthcare Institute, LLC is a provider of short-term
post-acute, rehabilitation, skilled nursing and long-term care
services. As of January 2017, Genesis operates approximately 500
skilled nursing centers and assisted/senior living residences in 34
states across the United States.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-00245) on January 9,
2021. In the petition signed by Corazon Cordero, member-manager,
the Debtor disclosed up to $500,000 in both assets and
liabilities.
The Law Office of Konstatine Sparagis serves as the Debtor's
counsel.
GENEVER HOLDINGS: Solicitation Period Extended Until Nov. 9
-----------------------------------------------------------
At the behest of Debtor Genever Holdings LLC, Judge James L.
Garrity Jr. of the U.S. Bankruptcy Court for the Southern District
of New York extended the period in which the Debtor may solicit
acceptances to November 9, 2021.
The hearing was held on September 2, 2021, and the Court granted
the Order on September 13, 2021. The Debtor's filing period was
also extended until September 10, 2021, but it already passed when
the Court's Order was available.
A copy of the Court's Extension Order is available at
https://bit.ly/3C9sbD9 from PacerMonitor.com.
About Genever Holdings
Genever Holdings LLC is the owner of the entire 18th Floor
Apartment and auxiliary units in the Sherry Netherland Hotel
located at 781 Fifth Avenue, New York, NY 10022.
Genever Holdings LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
20-12411) on October 12, 2020. The petition was signed by Yanping
Wang, an authorized representative. At the time of filing, the
Debtor estimated $50 million to $100 million in both assets and
liabilities.
Judge James L. Garrity Jr. is the case judge. Kevin J. Nash, Esq.,
at Goldberg Weprin Finkel Goldstein LLP serves as the Debtor's
counsel.
GEROU PROPERTIES: Heather Bruemmer Named Patient Care Ombudsman
---------------------------------------------------------------
Patrick S. Layng, U.S. Trustee for the Western District of
Wisconsin, appointed Heather A. Bruemmer as Patient Care Ombudsman
for Gerou Properties LLC and Gerou Properties II LLC, pursuant to
separate notices filed with the U.S. Bankruptcy Court for the
Western District of Wisconsin.
Ms. Bruemmer is Executive Director at the Wisconsin Board on Aging
& Long Term Care.
Ms. Bruemmer may be reached at:
Heather A. Bruemmer
Wisconsin Board on Aging & Long Term Care
1402 Pankratz Street, Suite 111
Madison, WI 53704-4001
Telephone: (608) 246-7014
Toll-free: (800) 815-0015
Facsimile: (608) 246-7001
Email: Heather.Bruemmer@wisconsin.gov
A copy of each of the notices is available for free at
https://bit.ly/3AhXefC and at https://bit.ly/3kdKyke from
PacerMonitor.com.
About Gerou Properties LLC, et al.
Gerou Properties LLC filed a Chapter 11 petition (Bankr. W.D. Wis.
Case No. 21-11867) on September 7, 2021. Its affiliates, Gerou
Properties II LLC; So Close to Home II LLC; and Deerfield Place
Assisted Living LLC also filed separate Chapter 11 petitions on
September 7, 2021. The Debtors' request for the joint
administration of their cases is currently pending in the U.S.
Bankruptcy Court for the Western District of Wisconsin.
On the Petition Date, Gerou Properties LLC and Gerou Properties II
LLC each reported $185,000 in assets and $861,198 in liabilities.
So Close to Home II LLC disclosed $720,000 in assets and $861,198
in liabilities. Deerfield Place Assisted Living LLC estimated
$420,000 in assets and $861,197 in liabilities on the date of
filing the petition.
Judge Catherine J. Furay presides over the cases.
Pittman & Pittman Law Offices, LLC serves as counsel for the
Debtors.
GLATFELTER CORP: Moody's Confirms 'Ba2' CFR, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service confirmed Glatfelter Corporation's Ba2
corporate family rating, Ba2-PD probability of default rating and
the Ba2 senior unsecured credit facility rating. The company's
speculative grade liquidity rating remains unchanged at SGL-1. The
ratings outlook is stable.
This rating action concludes the review for downgrade initiated on
July 22, 2021 following the company's announcement that it has
signed an agreement to acquire Jacob Holm (unrated), a global
manufacturer of nonwoven fabrics, for an enterprise value of
approximately $308 million. Both boards of directors have approved
the transaction and, subject to other customary approvals, the
transaction is expected to close in Q4 2021.
"The rating action reflects our expectation that Glatfelter will
use the bulk of its free cash flow to deleverage below 4x in the
18-24 months post-closing of the Jacob Holm acquisition" said Aziz
Al Sammarai, Moody's analyst.
Confirmations:
Issuer: Glatfelter Corporation
Corporate Family Rating, Confirmed at Ba2
Probability of Default Rating, Confirmed at Ba2-PD
Senior Unsecured Bank Credit Facility, Confirmed at Ba2 (LGD4)
Outlook Actions:
Issuer: Glatfelter Corporation
Outlook, Changed To Stable From Rating Under Review
RATINGS RATIONALE
Glatfelter (Ba2 CFR) benefits from 1) leading market positions in
several niche segments of the composite fibers and airlaid
materials forest products subsectors; 2) global diversity, with
operating platforms in Europe and North America; and 3) good track
record of deleveraging following debt funded acquisitions. The
addition of Jacob Holm will further broaden the company's nonwoven
product offerings and generate cost synergies. Glatfelter is
constrained by 1) high expected leverage at around 5.1x pro forma
for the Jacob Holm acquisition, the recent purchase of
Georgia-Pacific LLC's (A3 stable) US airlaid business (Mont Holly),
and announced synergies; 2) lack of meaningful backward integration
and no pass-through pricing structure in its composite fibers
business leaves the company vulnerable to volatile input prices
(market pulp and synthetic fibers); 3) competitive end markets
(such as feminine hygiene and single-serve coffee filters) with
large competitors and buyers; and 4) potential integration and
financial challenges as the company pursues growth through
acquisitions and/or greenfield expansion projects.
Glatfelter's SGL-1 rating reflects the company's strong liquidity
with about $300 million of sources and $25 million of current debt
maturities. The company had $84 million of cash (June 2021) and
about $187 million (as of June 2021) available on the company's
committed $400 million revolving credit facility, which matures in
September 2026. Moody's estimate the company will generate $20
million of free cash flow pro forma for the acquisition over the
next 12 months. The company was in compliance with its financial
covenants (the most restrictive is a net leverage ratio covenant of
4x at June 2021, increasing to 5.25x for 24 months after Jacob Holm
acquisition, compared to the current leverage ratio of 3.0x) at
June 2021 and Moody's expect continuing compliance after the Jacob
Holm acquisition. All of the company's assets are unencumbered and
the next significant debt maturity is not until 2024.
The stable outlook reflects Moody's expectation that management's
commitment to deleveraging using internally generated free cash
flow will support improvement in leverage below 4x in the next
18-24 months. The outlook also reflects that the company's
liquidity will remain strong and financial performance will remain
relatively steady as it completes the integration of Mont Holly and
Jacob Holm acquisitions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade
Glatfelter would need to significantly enhance its scale or
diversify its product offering away from fiber-based engineered
materials, while maintaining strong credit metrics such as leverage
(adjusted debt to EBITDA) sustained between 2.5 — 3.0x (5.1x in
June 2021 pro forma for the acquisition and announced synergies)
and EBITDA margins approaching 18% (11% in June 2021 pro forma for
the acquisition)
Maintain strong liquidity and conservative financial policies.
Factors that could lead to a downgrade
Persistent negative free cash flow or a significant deterioration
in operating performance
Adjusted debt/EBITDA exceeds 4x (5.1x in June 2021 pro forma for
the acquisition and announced synergies) for a sustained period of
time and EBITDA margins sustained below 15% (11% in June 2021 pro
forma for the acquisition)
Changes in financial management policies or escalation in
environmental costs that would materially pressure the company's
balance sheet.
As a manufacturing company, Glatfelter is faces environmental
risks, such as air and water emissions and social risks, such as
labor relations and health and safety issues. The company has
established expertise in complying with these risks, and has
incorporated procedures to address them in their operational
planning and business models. During 2019, Glatfelter substantially
resolved its exposure to liabilities in the Lower Fox River in
Wisconsin through a cash settlement. Future expenses at the site
are expected to be limited to long-term monitoring and maintenance
costs.
Governance risk is low, as Glatfelter is a public company with
clear and transparent reporting. Although the company does not have
a formal leverage target, Glatfelter has negotiated flexibility in
its maximum net leverage covenant to allow the threshold to
increase to 4.5x during the period of four fiscal quarters
immediately following a material acquisition, and up to 5.25x
during the period of 24 months following the Jacob Holm
acquisition.
Headquartered in Charlotte, North Carolina, Glatfelter is a
manufacturer of fiber-based engineered materials, including food &
beverage filtration papers, wallpaper stock, materials for feminine
hygiene products, adult incontinence products, cleaning pads, table
top products and specialty wipes. Through the Jacob Holm
acquisition, Glatfelter will add spunlace nonwoven fabrics to its
products offerings for personal care, hygiene and medical
applications. Pro forma for the 2021 acquisitions, the company's
sales LTM June 2021 was about $1.4 billion.
The principal methodology used in these ratings was Paper and
Forest Products Industry published in October 2018.
GLENROY COACHELLA: Trustee Plans to Sell Hotel Project for $43 Mil.
-------------------------------------------------------------------
Alex Wolf, writing for Bloomberg Law, reports that the trustee
overseeing Glenroy Coachella LLC's bankruptcy is looking to sell
property near the namesake music festival site for a total value of
more than $43 million as part of an agreement with its lender.
Trustee Richard Marshack told the U.S. Bankruptcy Court for the
Central District of California Wednesday that the unfinished luxury
hotel project's bankruptcy estate is seeking a buyer that can cover
the asking price plus contractor liabilities totaling an additional
$13 million.
Under the deal, lender U.S. Real Estate Credit Holdings III-A LLP
agreed to accept $27.2 million to cover the $31 million claim.
About Glenroy Coachella
Glenroy Coachella, LLC, is the owner of a lavish hotel development
near the site of Coachella, the famous California music festival.
Glenroy Coachella, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-11188) on Feb. 15,
2021. Stuart Rubin, manager, signed the petition. In the
petition, the Debtor had estimated assets of between $50 million
and $100 million and liabilities of between $10 million and $50
million.
Judge Sheri Bluebond oversees the case.
The Debtor tapped Weintraub & Selth, APC, and Grobstein Teeple, LLP
as its legal counsel and accountant, respectively.
Richard Marshack is the Chapter 11 trustee appointed in the
Debtor's bankruptcy case. The trustee is represented by Marshack
Hays LLP.
GOLDMAKER INC: Seeks to Hire Alla Kachan as Legal Counsel
---------------------------------------------------------
Goldmaker Inc. seeks approval from the U.S. Bankruptcy Code for the
Eastern District of New York to hire the Law Offices of Alla
Kachan, P.C. to serve as legal counsel in its Chapter 11 case.
The firm's services include:
a) assisting the Debtor in administering its bankruptcy case;
b) filing such motions or taking such action as may be
appropriate or necessary under the Bankruptcy Code;
c) representing the Debtor in prosecuting adversary
proceedings to collect assets of the estate and such other actions
as the Debtor deems appropriate;
d) taking the necessary steps to marshal and protect the
estate's assets;
e) negotiating with creditors in formulating a plan of
reorganization for the Debtor;
f) preparing and implementing the Debtor's plan of
reorganization; and
g) additional legal services as the Debtor may require in its
case.
The firm's fees range from $250 per hour for clerks' and
paraprofessionals' time, and $475 per hour for attorney time.
The Law Offices of Alla Kachan received an initial retainer of
$18,000.
As disclosed in court filings, the Law Offices of Alla Kachan is a
disinterested person under Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Alla Kachan, Esq.
The Law Offices of Alla Kachan, PC
415 Brighton Beach Ave
Brooklyn, NY 11235
Phone: (718) 513-3145
Fax: 347-342-3156
Email: alla@kachanlaw.com
About Goldmaker Inc.
Goldmaker Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
21-41309) on May 14, 2021, listing up to $50,000 in assets and up
to $500,000 in liabilities. Judge Jil Mazer-Marino oversees the
case. Alla Kachan, Esq., at the The Law Offices of Alla Kachan, PC
represents the Debtor as legal counsel.
GPSPRO LLC: Unsecured Creditors Will Get 48% of Claims in Plan
--------------------------------------------------------------
GPSPRO, LLC, filed with the U.S. Bankruptcy Court for the District
of Nevada a Small Business Plan of Reorganization Under Subchapter
V dated September 14, 2021.
GPSPRO, LLC is a Wyoming limited liability company that is wholly
owned by Evan Ahern ("Mr. Ahern") and Tammy Ahern ("Mrs. Ahern, "
and together "Aherns"). Prior to the Petition Date, the Aherns
received distributions from GPSPRO to support their family.
However, as a result of the Covid-19 pandemic, revenues decreased,
which required GPSPRO to obtain high interest loans to pay its
employee, maintain operations and preserve its assets.
Through the GPSPRO Chapter 11 Case, GPSPRO intends to: (i) operate
its business and use disposable income to pay GPSPRO creditors; and
(ii) restructure any secured high interest rate loans at a lower
interest rate.
The Plan proponent's financial projections show that the Debtor
will have projected disposable income of $219,535.61. The final
Plan payment is expected to be paid on December 15, 2024 or such
other date approved by the Bankruptcy Court after notice and a
hearing.
This Plan of Reorganization proposes to pay creditors of Debtor
GPSPRO from the surplus cash flow to be generated by GPSPRO.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 48 cents on the dollar (assuming an estimated
$460,000 of allowed general unsecured claims, and a $219,535.61
total distribution to that class; provided, however, these numbers
may change given the final amount of Allowed general unsecured
claims and other factors and is only an estimate). This Plan also
provides for the payment of administrative and priority claims.
Class 2 consists of Secured Claims. Each holder of a Class 2
Allowed secured claim shall receive, on or as soon as reasonably
practicable (a) such treatment in accordance with Bankruptcy Code
§ 1124 as may be determined by the Bankruptcy Court; (b) payment
in full, in cash, of such Allowed secured claim; (c) satisfaction
of any such Allowed secured claim by delivering the collateral
securing any such claim; or (d) providing such Holder with such
treatment in accordance with Bankruptcy Code § 1129(b) as may be
determined by the Bankruptcy Court. Creditors in Class 2 are
Impaired under this Plan.
Class 3 consists of Non-priority unsecured creditors. After payment
of all unclassified claims and Class 1 and Class 2 claims, each
holder of an Allowed Class 3 unsecured claim shall participate pro
rata with each other holder of an Allowed unsecured claim and shall
receive, its pro rata share of quarterly disposable income of the
Debtors after payments of unclassified claims and Class 1 and Class
2 claims. Creditors in Class 3 are Impaired under this Plan.
Class 4 consists Equity security holders of the Debtor. Except to
the extent that the Holders of Class 4 Equity Interests agree to
less favorable treatment, they shall retain their equity interests,
subject to the terms and conditions of this Plan. Interest holders
in Class 4 are Unimpaired under this Plan.
This Plan will be funded with the disposable income of the Debtor.
To the extent any claim is a secured claim, Debtors may surrender
collateral to the secured creditor, in Debtor's discretion.
A full-text copy of the Subchapter V Plan dated September 14, 2021,
is available at https://bit.ly/3CoJLDb from PacerMonitor.com at no
charge.
Counsel for the Debtor:
Mark M. Weisenmiller, Esq.
William M. Noall, Esq.
Garman Turner Gordon LLP
7251 Amigo Street, Suite 210
Las Vegas, NV 89119
Telephone: (725) 777-3000
Facsimile: (725) 777-3112
Email: mweisenmiller@gtg.legal
wnoall@gtg.legal
About GPSPRO LLC
GPSPRO, LLC, is a Wyoming limited liability company that develops
and provides GPS tracking, dispatching software and telematics
devices for the management of fleet vehicles.
GPSPRO, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Nev.
Case No. 21-13055) on June 16, 2021, disclosing total assets of up
to $50,000 and total liabilities of up to $1 million. The Debtor is
represented by Garman Turner Gordon, LLP.
GREENSKY HOLDINGS: S&P Places 'B' LT ICR on CreditWatch Positive
----------------------------------------------------------------
S&P Global Ratings placed its 'B' long-term issuer credit and
senior secured debt ratings on GreenSky Holdings LLC on CreditWatch
with positive implications.
Goldman Sachs has announced an all-stock acquisition of GreenSky
for $2.24 billion. The transaction is expected to close in
fourth-quarter 2021 or first-quarter 2022 and is subject to
shareholder and regulatory approvals.
S&P said, "As a well-performing global systemically important bank,
Goldman is far larger, more diverse, better funded, and has
stronger creditworthiness than GreenSky, in our view. Therefore, we
believe the likelihood of default on any of GreenSky's current
obligations that remain outstanding after the close of the deal
will most likely decline.
"We are uncertain exactly how Goldman will absorb GreenSky Holdings
LLC (the legal entity we currently rate) and whether it will repay
GreenSky's outstanding debt when the deal closes--factors that will
affect whether and how we continue to rate GreenSky. The merger
agreement indicates that when the deal closes, GreenSky Holdings
LLC will survive as a subsidiary of Goldman's U.S. bank subsidiary
(Goldman Sachs Bank USA), even after merging with a newly created
subsidiary. Still, we are uncertain whether that structure could
change over time and whether Goldman will look to use its own
lower-cost funding to refinance GreenSky's existing rated senior
secured debt and warehouse facilities.
"If the debt were to remain outstanding and we were to rate
GreenSky as a subsidiary of Goldman, we would base the ratings on
our assessment of GreenSky's importance to the Goldman group (its
group status) and the impact of the merger on its stand-alone
credit profile (SACP).For example, assessing GreenSky as moderately
strategically important to Goldman would likely lead to a higher
rating on the acquired entity. We rate moderately strategically
important subsidiaries one notch above their SACPs, and we may rate
strategically important, highly strategic, and core subsidiaries
higher than that.
"In addition, given the acquisition could lead to meaningful
benefits for GreenSky, including access to Goldman's more diverse
banking platform and potential operating cost-savings, our view of
GreenSky's SACP could improve, contributing to a higher rating. At
the same time, key details about the combined entity remain
uncertain at this point. Some factors we will closely monitor are
GreenSky's relationships with its bank partners and warehouse
facility lenders, plans for the existing debt, and changes to the
company's business strategy."
CreditWatch
S&P said, "The CreditWatch with positive implications indicates we
will likely raise our ratings on GreenSky and its debt by at least
one notch if the deal closes, the existing debt remains
outstanding, and we still rate the company. We would raise the
ratings if we view GreenSky as at least moderately strategically
important to the Goldman group or if we assess the merger as
beneficial to GreenSky's SACP.
"We expect to resolve the CreditWatch once the sale closes and we
gain more clarity on its implications for GreenSky."
GRUPO AEROMEXICO: Akin Gump 3rd Update on Senior Noteholder Group
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Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Akin Gump Strauss Hauer & Feld LLP submitted a
third amended verified statement to disclose an updated list of Ad
Hoc Group of Senior Noteholders that it is representing in the
Chapter 11 cases of Grupo Aeromexico, S.A.B de C.V., et al.
On July 8, 2020, the Ad Hoc Group engaged Akin Gump Strauss Hauer &
Feld LLP to represent it in connection with the chapter 11 cases of
Grupo Aeromexico, S.A.B. de C.V. and its affiliated debtors and
debtors in possession. Shortly thereafter, the Ad Hoc Group engaged
Nader, Hayaux y Goebel, S.C. as Mexican counsel, and Ducera
Securities LLC and Banco BTG Pactual S.C. as financial advisor.
On September 18, 2020, the Ad Hoc Group filed the Verified
Statement of the Ad Hoc Group of Senior Noteholders Pursuant to
Bankruptcy Rule 2019.
On February 12, 2021, the Ad Hoc Group filed the First Amended
Verified Statement of the Ad Hoc Group of Senior Noteholders
Pursuant to Bankruptcy Rule 2019.
On June 9, 2021, the Ad Hoc Group filed the Second Amended Verified
Statement of the Ad Hoc Group of Senior Noteholders Pursuant to
Bankruptcy Rule 2019. Thereafter, the Ad Hoc Group directed The
Bank of New York Mellon, in its capacity as Trustee under the
Indenture, to retain Akin Gump as special counsel, Nader as special
Mexican counsel, and Ducera and BTG as financial advisors, in each
case to represent the interests of the holders of the Senior Notes,
effective as of June 1, 2021.
Counsel does not represent the Ad Hoc Group as a "committee". By
virtue of Counsel's representation of the Ad Hoc Group and as
special counsel to the Trustee to represent the interests of the
holders of the Senior Notes, Counsel does not undertake to
represent the interests of, and is not a fiduciary for, any other
creditor, party in interest or other entity that has not signed a
retention agreement with Counsel. In addition, the Ad Hoc Group
does not represent or purport to represent any other entities in
connection with the Debtors' chapter 11 cases.
As of Sept. 14, 2021, members of the Ad Hoc Group of Senior
Noteholders and their disclosable economic interests are:
140 Summer Partners LP
1450 Broadway, 28th Floor
New York, NY 10018
* Senior Notes: $30,028,000.00
* Trade Payable Claim against Aerovias: $42,300,000.00
* Trade Payable Claim against Aerolitoral: $11,595,525.00
Amundi Pioneer Asset Management, Inc.
60 State Street
Boston, Massachusetts 02109
* Senior Notes: $14,015,000.00
* Tranche 1: $14,091,666.67
* Tranche 2: $2,859,794.31
Amundi (UK) Limited
41 Lothbury
London, EC2R 7HF
United Kingdom
* Senior Notes: $27,550,000.00
Blue Bay Asset Management
77 Grosvenor Street
London, W1K 3JR
United Kingdom
* Senior Notes: $2,196,000.00
Corre Partners Management LLC
12 E. 49th St., 40th Floor
New York, NY 10017
* Senior Notes: $20,440,000.00
* Trade Payable Claim against Aerovias: $25,000,000.00
Dirichlet Principal Partners
20 Eastbourne Terrace
London, W2 6LG
United Kingdom
* Senior Notes: $7,000,000.00
DSC Meridian Capital LP
888 Seventh Avenue
New York, New York 10106
* Senior Notes: $28,154,000.00
Glendon Capital Management L.P.
2425 Olympic Blvd., Suite 500E
Santa Monica, CA 90404
* Senior Notes: $6,070,000.00
GML Capital Group
22 Percy Street
London, W1T 2BU
United Kingdom
* Senior Notes: $30,945,000.00
Investment Placement Group Inc.
350 10th Ave. Suite 1150
San Diego, CA 92101
* Senior Notes: $11,160,000.00
Macquarie Investment Management
100 Independence
610 Market Street
Philadelphia
Pennsylvania 19106-2354
* Senior Notes: $7,500,000.00
* Tranche 1: $8,700,000.00
* Tranche 2: $7,002,270.72
Moneda Asset Management
Av. Isidora Goyenechea 3621 8th Floor
Las Condes, Santiago de Chile
* Senior Notes: $1,000,000.00
* Tranche 1: $10,293,053.48
* Tranche 2: $38,186,343.00
Sandglass Capital Advisors LLC
1133 Broadway, Suite 1528
New York, New York 10010
* Senior Notes: $2,000,000.00
Seaport Global Securities LLC
360 Madison Avenue, 22nd Floor
New York, NY 10017
* Senior Notes: $1,000,000.00
Stone Harbor Investment Partners
31 West 52nd Street
17th Floor
New York, New York 10019
* Senior Notes: $4,921,000.00
Teachers Advisors, LLC
730 Third Avenue
New York, New York 10017
* Senior Notes: $14,000,000.00
* Tranche 1: $4,075,000.00
* Tranche 2: $3,310,000.00
VR Global Partners, L.P.
300 Park Avenue
16th Floor
New York, New York 10022
* Senior Notes: $95,021,000.00
* Tranche 1: $12,840,279.85
* Tranche 2: $49,658,285.35
Counsel to the Ad Hoc Group of Senior Noteholders and Special
Counsel to the Trustee can be reached at:
David H. Botter, Esq.
Abid Qureshi, Esq.
Jason P. Rubin, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
One Bryant Park
New York, NY 10036
Tel: (212) 872-1000
Fax: (212) 872-1002
Email: dbotter@akingump.com
lbeckerman@akingump.com
jrubin@akingump.com
A copy of the Rule 2019 filing is available at
https://bit.ly/3kjahHW at no extra charge.
About Grupo Aeromexico
Grupo Aeromexico, S.A.B. de C.V. (BMV: AEROMEX) --
https://www.aeromexico.com/ -- is a holding company whose
subsidiaries are engaged in commercial aviation in Mexico and the
promotion of passenger loyalty programs.
Aeromexico, Mexico's global airline, has its main hub at Terminal 2
at the Mexico City International Airport. Its destinations network
features the United States, Canada, Central America, South America,
Asia and Europe.
Grupo Aeromexico and three of its subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 20-11563) on June 30,
2020. In the petitions signed by CFO Ricardo Javier Sanchez Baker,
the Debtors reported consolidated assets and liabilities of $1
billion to $10 billion.
The Debtors tapped Davis Polk and Wardell LLP as their bankruptcy
counsel, KPMG Cardenas Dosal S.C. as auditor, and Rothschild & Co
US Inc. and Rothschild & Co Mexico S.A. de C.V. as financial
advisor and investment banker. White & Case LLP, Cervantes Sainz
S.C. and De la Vega & Martinez Rojas, S.C. serve as the Debtors'
special counsel. Epiq Corporate Restructuring, LLC is the claims
and administrative agent.
The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors on July 13, 2020. The committee is represented
by Willkie Farr & Gallagher, LLP and Morrison & Foerster, LLP.
GRUPO AEROMEXICO: Gibson Dunn Updates on Claimholders
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Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Gibson, Dunn & Crutcher LLP submitted a first
amended verified statement to disclose an updated list of Ad Hoc
Group of Unsecured Claimholders in the Chapter 11 cases of Grupo
Aeromexico, S.A.B. de C.V., et al.
On or about July 2021, certain members of the Ad Hoc Group of
Unsecured Claimholders retained attorneys presently with Gibson,
Dunn & Crutcher LLP to represent them as counsel in connection with
the pending chapter 11 cases. From time to time thereafter,
certain additional holders of unsecured claims have joined the Ad
Hoc Group of Unsecured Claimholders.
On August 9, 2021, the Ad Hoc Group of Unsecured Claimholders filed
the Verified Statement of the Ad Hoc Group of Unsecured
Claimholders Pursuant to Bankruptcy Rule 2019 [Docket No. 1530].
Since that time, the membership of the Ad Hoc Group of Unsecured
Claimholders and the disclosable economic interests in relation to
the Debtors held or managed by such members has changed. The Ad Hoc
Group of Unsecured Claimholders submits this Amended Verified
Statement accordingly.
Gibson Dunn represents the members of the Ad Hoc Group of Unsecured
Claimholders in their capacity as holders of general unsecured
claims asserted against one or more of the Debtors.
As of Sept. 17, 2021, members of the Ad Hoc Group of Unsecured
Claimholders and their disclosable economic interests are:
Unsecured Claims
----------------
Bank of America $32,492,534.00
National Association
Gateway Village #900
900 West Trade St.
NC1-026-05-41
Charlotte, NC 28202
Invictus Global Management $47,730,000.00
310 Comal Street Building A
Suite 229
Austin, TX 78702
Nut Tree Capital Management $150,000,000.00
55 Hudson Yards 22nd Floor
New York, NY 10001
P. Schoenfeld Asset Management $29,300,000.00
1350 6th Avenue
21st Floor
New York, NY 10019
Counsel to the Ad Hoc Group of Unsecured Claimholders can be
reached at:
GIBSON, DUNN & CRUTCHER LLP
Joshua K. Brody, Esq.
Scott J. Greenberg, Esq.
Matthew J. Williams, Esq.
200 Park Avenue
New York, NY 10166
Telephone: (212) 351-4000
Facsimile: (212) 351-4035
E-mail: jbrody@gibsondunn.com
sgreenberg@gibsondunn.com
mjwilliams@gibsondunn.com
A copy of the Rule 2019 filing is available at
https://bit.ly/39ew7Gp at no extra charge.
About Grupo Aeromexico
Grupo Aeromexico, S.A.B. de C.V. (BMV: AEROMEX) --
https://www.aeromexico.com/ -- is a holding company whose
subsidiaries are engaged in commercial aviation in Mexico and the
promotion of passenger loyalty programs.
Aeromexico, Mexico's global airline, has its main hub at Terminal 2
at the Mexico City International Airport. Its destinations network
features the United States, Canada, Central America, South America,
Asia and Europe.
Grupo Aeromexico and three of its subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 20-11563) on June 30,
2020. In the petitions signed by CFO Ricardo Javier Sanchez Baker,
the Debtors reported consolidated assets and liabilities of $1
billion to $10 billion.
The Debtors tapped Davis Polk and Wardell LLP as their bankruptcy
counsel, KPMG Cardenas Dosal S.C. as auditor, and Rothschild & Co
US Inc. and Rothschild & Co Mexico S.A. de C.V. as financial
advisor and investment banker. White & Case LLP, Cervantes Sainz
S.C. and De la Vega & Martinez Rojas, S.C., serve as the Debtors'
special counsel. Epiq Corporate Restructuring, LLC is the claims
and administrative agent.
The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors on July 13, 2020. The committee is represented
by Willkie Farr & Gallagher, LLP and Morrison & Foerster, LLP.
GTT COMMUNICATIONS: Completes Infrastructure Division Sale
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On Sept. 17, 2021,GTT Communications, Inc. (OTC: GTTN), a leading
global cloud networking provider to multinational clients, has
announced the completion of the sale of its infrastructure division
to I Squared Capital. The division consists of a pan-European,
North American, and subsea fiber network and data center assets and
associated infrastructure services provided to customers.
"This is a major milestone for GTT as we move away from
infrastructure ownership and maintenance to deepen our focus on
serving the global enterprise market with a full array of cloud
networking and managed solutions that include SD-WAN, security,
internet, voice and other vital telecommunication services that
enable digital business," stated Ernie Ortega, GTT CEO. "We have a
great team of employees and a company culture that is responsive to
the needs of our customers, coupled with an industry-leading
internet backbone and a product roadmap aligned to trending market
demand. I am confident that our sharper strategic focus will enable
us to better serve our customers."
"The differentiated fiber and data center assets acquired through
this purchase from GTT are a valuable addition to our global
digital infrastructure investments," said Gautam Bhandari, Managing
Partner at I Squared Capital. "We are excited about the
opportunity to invest and build on this rich set of digital
infrastructure capabilities to serve the increasing market demand
for high performance networks. We welcome the talented team from
GTT to EXA Infrastructure, the newly named independent operating
company."
Credit Suisse and Goldman Sachs served as GTT's financial advisors
and Goodwin Procter LLP served as GTT's legal advisors on the
transaction.
About GTT Communications
Headquartered in McLean, Virginia, GTT Communications, Inc. --
http://www.gtt.net/-- owns and operates a global Tier 1 internet
network and provides a comprehensive suite of cloud networking
services.
* * *
As reported by the TCR on July 5, 2021, S&P Global Ratings lowered
its issuer credit rating on U.S.-based internet protocol network
operator GTT Communications Inc. to 'SD' (selective default) from
'CCC-' and the issue-level rating on its unsecured notes to 'D'
from 'C'. The downgrade follows GTT's recent announcement that it
failed to make a $22.6 million interest payment on its 7.875%
unsecured notes due in 2024.
In December 2020, Moody's Investors Service downgraded GTT
Communications' corporate family rating to 'Caa2' from 'B3'. The
downgrade reflects the continued delays in the company reaching an
agreement with its lenders over a long-term cure of its reporting
requirements which GTT is in breach of due to recently discovered
accounting issues which have led to the company being unable to
file its Q2 and Q3 financial reports.
HANDL NEW YORK: May Use Cash Collateral Thru Final Hearing Date
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Judge J. Kate Stickles of the U.S. Bankruptcy Court for the
District of Delaware authorized HANDL New York, LLC to use cash
collateral on an interim basis, according to the budget, through
and including the date of the final hearing on its cash collateral
motion.
The budget provided for the following monthly disbursements:
$234,049 for September 2021;
$203,560 for October 2021;
$183,059 for November 2021;
$122,213 for December 2021;
$101,283 for January 2022;
$147,613 for February 2022;
$211,699 for March 2022;
$174,533 for April 2022;
$120,900 for May 2022; and
$150,123 for June 2022.
A copy of the budget is available at https://bit.ly/3nA5gNi from
PacerMonitor.com at no charge.
Judge Stickles ruled that non-debtor holders of any interest in the
cash collateral are granted fully perfected replacement liens on
all of the Debtor's assets, subject to the carve-out, as security
for any diminution of value on account of the Debtor's use of the
cash collateral.
To the extent the replacement liens provided to C2 Wireless &
Accessories, LLC prove insufficient, C2 is granted allowed, super
priority administrative expenses, as further adequate protection,
subject to the carve-out.
The final hearing will be held on October 14, 2021 at 10 a.m.,
prevailing Eastern Time. Objections must be filed by October 7.
A copy of the second interim order is available for free at
https://bit.ly/39gon6s from PacerMonitor.com.
About HANDL New York, LLC
HANDL New York, LLC is a supplier of cell phone cases and
attachable phone holders and stands. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case
No. 21-10984) on June 30, 2021. In the petition signed by Allen
Hirsch, principal manager, the Debtor disclosed up to $1 million in
assets and up to $10 million in liabilities.
Judge John T. Dorsey oversees the case.
Adam Hiller, Esq., at Hiller Law, LLC is the Debtor's counsel.
HERTZ CORP: Lost Its First Senior Exec. Since Exiting Bankruptcy
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Laura Layden of Fort Myers News-Press reports that Hertz has lost
its first senior leader since exiting Chapter 11 bankruptcy.
In a regulatory filing with the U.S. Securities and Exchange
Commission this third week of September 2021, the publicly-traded
company announced Opal Perry has resigned as its chief information
officer to "pursue other opportunities."
She gave notice Sept. 9 -- and her resignation took effect the next
day.
Meanwhile, The Wall Street Journal has reported that Hertz is
hunting for a new CEO, based on information from unnamed sources.
On Aug. 16, the board of directors for Estero-based Hertz Holdings
green-lighted retention bonuses for a handful of the company's
officers, including Perry and the current CEO, hoping to keep them
around for at least a few more months.
The bonuses approved for four executives totaled nearly $3.2
million.
The board agreed to a $500,000 bonus for Perry, a big number, but
the lowest amount among the eligible officers.
To keep the full amount of their retention bonuses, the officers
must not leave the company before Jan. 1, 2022, according to a
regulatory filing that details the terms for the awards.
A clawback provision allows Hertz to take a pro-rata share of its
money back from the officers should they leave early, giving credit
for time served.
In the case of a termination for "cause," Hertz can require an
officer to return 100% of the bonus. That doesn't apply in Perry's
case since she's the one who decided to leave — not the other way
around.
Hertz, an early victim of the coronavirus pandemic, exited
bankruptcy at the end of June, emerging from it stronger, but with
plenty of work still to do.
These are the other officers who received retention bonuses, along
with the amounts they collected:
* Paul Stone, president and CEO, $1.4 million
* Kenny Cheung, chief financial officer, $660,000
* M. David Galainena, general counsel, $605,000
Hertz hasn't announced any plans to replace any of those executives
— or commented on whether they're expected to stay until the end
of the year.
In the second week of September 2021, The Wall Street Journal,
however, reported that Hertz is actively searching for a new CEO.
Paul Stone, CEO and president of Hertz Global Holdings, has held
the top post at Hertz since May 2020, taking on the job within days
of the company filing for Chapter 11 bankruptcy protection.
Sources told The Wall Street Journal that "Hertz is talking to
several potential CEO candidates and a decision hasn't been
finalized," so it's unclear when the change in leadership might
happen, Lauren Luster, a spokeswoman for Hertz, declined to comment
on any potential changes to the company's leadership going
forward.
In addition to serving as Hertz's CEO, Stone sits on the company's
board of directors.
The company's new board has nine members, including representatives
for the trio of companies that funded Hertz's exit from bankruptcy
-- Certares Management LLC, Knighthead Capital Management LLC and
Apollo, who together bought the bulk of Hertz's equity after
beating out the competition with a sweetened offer.
In addition to its namesake brand, Hertz operates the Dollar and
Thrifty car rental services.
In May 2013, Hertz announced the relocation of its global
headquarters from New Jersey to Estero after the acquisition of the
Dollar Thrifty Automotive Group.
The new multimillion-dollar headquarters opened in 2015.
About Hertz Corp.
Hertz Corp. and its subsidiaries -- http://www.hertz.com/--
operate a worldwide vehicle rental business under the Hertz,
Dollar, and Thrifty brands, with car rental locations in North
America, Europe, Latin America, Africa, Asia, Australia, the
Caribbean, the Middle East, and New Zealand. They also operate a
vehicle leasing and fleet management solutions business.
On May 22, 2020, The Hertz Corporation and certain of its U.S. and
Canadian subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court for
the District of Delaware (Bankr. D. Del. Case No. 20-11218).
Judge Mary F. Walrath oversees the cases.
The Debtors have tapped White & Case LLP as their bankruptcy
counsel, Richards, Layton & Finger, P.A., as local counsel, Moelis
& Co. as investment banker, and FTI Consulting as financial
advisor. The Debtors also retained the services of Boston
Consulting Group to assist the Debtors in the development of their
business plan. Prime Clerk LLC is the claims agent.
The U.S. Trustee for Regions 3 and 9 appointed a Committee to
represent unsecured creditors in Debtors' Chapter 11 cases. The
Committee has tapped Kramer Levin Naftalis & Frankel LLP as its
bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as
Delaware counsel, UBS Securities LLC as investment banker, and
Berkeley Research Group, LLC, as financial advisor. Ernst & Young
LLP provides audit and tax services to the Committee.
* * *
Hertz Global Holdings, Inc. (OTCPK:HTZGQ) on June 10, 2021,
announced that the Bankruptcy Court confirmed its Plan of
Reorganization. Hertz's Plan eliminates over $5 billion of debt,
including all of Hertz Europe's corporate debt, and will provide
more than $2.2 billion of global liquidity to the reorganized
company. Hertz cut 14,400 jobs in 2020.
Hertz Global Holdings Inc. selected investment firms Knighthead
Capital Management LLC and Certares Management LLC as the winning
bidders for control of the car-rental company after a fierce
bidding drove up the expected payout for existing shareholders.
The winning offer provides for an estimated distribution of close
to $8 a share to the company's stockholders.
The Court's approval cleared the way for Hertz to emerge from
Chapter 11 by the end of June 2021.
HEXION INC: S&P Raises ICR to 'B' on Improved Operating Results
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S&P Global Ratings raised its issuer credit rating on Hexion Inc.
to 'B' from 'B-'. The outlook is stable.
S&P said, "We also raised our issue-level rating on the company'
first lien secured term loan to 'BB-' from 'B+'. The '1' (rounded
estimate: 95%) recovery rating is unchanged.
"We raised the issue-level rating on the unsecured notes to 'B'
from 'CCC+'. We revised the recovery rating to '3' from '5',
reflecting our expectation for meaningful (50%-70%; rounded
estimate: 65%) recovery prospects in the event of a payment
default.
"The stable outlook reflects our view that Hexion's credit metrics
will continue to strengthen and remain appropriate for the rating
over the next 12 months. We expect adjusted funds from operations
(FFO) to debt above 12% on a weighted average basis, but this ratio
could be lower after accounting for potential volatility in the
company's EBITDA and credit measures.
"We anticipate 2021 EBITDA will strengthen considerably relative to
pre-pandemic level earnings in 2019.
"Hexion's first-half 2021 operating results exceeded our initial
expectations as it continued to increase margins and EBITDA levels
stemming from positive pricing actions and the strong economic
rebound in its end markets. The earnings recovery combined with
meaningful debt reduction on its euro-denominated term loan in
early 2021 will boost leverage metrics to levels above our previous
assumptions. We expect Hexion to sustain credit ratios at
appropriate levels despite potential volatility in margins or
EBITDA levels. Although not factored in our base case scenario, the
company has announced a proposed IPO later this year and that it
could use proceeds to further pay down debt.
"Our assessment of Hexion's business incorporates its exposure to
several diversified but cyclical end markets."
These include home construction, general construction, industrial,
wind energy, furniture, oil and gas, and auto. The company is also
exposed to volatile raw material costs for key inputs, such as
phenol, methanol, and urea. Despite a portion of the company's
sales made under contracts that allow it to recover raw material
costs, Hexion has below-average profitability among specialty
chemical producers, with expected adjusted EBITDA margins for the
next two years in the low-to-mid-teen percentage area. S&P said,
"We believe the company operates in a competitive market and is
constrained in its pricing capability, which affects its
profitability. We anticipate end markets could be cyclical, and
EBITDA could weaken during troughs. Partially offsetting some of
these weaknesses are Hexion's good geographic and customer
diversity--more than half of its revenues are generated abroad."
S&P said, "Our stable outlook reflects our expectation for stable
to weakening, but still appropriate metrics over the next year;
however, we expect metrics to stay comfortably within our range of
expectations for the rating. We expect S&P Global Ratings-adjusted
FFO to debt around the low-to-mid-teen percentage area on a
weighted average basis, although such a scenario is not included in
our base case and would still be in line with the current rating,
this ratio could be in the 10-12% range after accounting for
potential volatility in the company's EBITDA and credit measures.
Our base case assumes mid-single-digit percent growth in the U.S.
and European economies, which would grow demand for the company's
products.
"We could lower the rating if credit measures deteriorated such
that FFO to debt fell well below 12% over the next year, with no
prospects for near-term improvement. In such a scenario, we would
expect revenue to fall by low-double-digit percent area and EBITDA
margins to shrink 300 basis points (bps) below our expectations.
This could happen if the company experiences significant weakness
in its end markets or if raw materials spike and the company cannot
pass on costs in a timely manner. We could also consider a negative
rating action if liquidity worsens, such that sources over uses
falls below 1.2x, or if the company changes its proposed financial
policy, resulting in significantly increased debt levels to finance
shareholder rewards or acquisitions.
"We could consider a positive rating action on Hexion over the next
year if stronger-than-expected operating performance causes
leverage to improve to levels such that FFO to debt remains in the
high teen percentage on a sustainable basis, even after accounting
for potential volatility in earnings or credit metrics. Such a
scenario could happen if the company paid down debt using cash or
proceeds from the proposed IPO and EBITDA margins improved by 200
bps beyond our expectations. Before raising the rating, we would
need to gain comfort that financial policies support such lower
leverage levels."
HTP INC: U.S. Trustee Appoints Creditors' Committee
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The U.S. Trustee for Region 18 appointed an official committee to
represent unsecured creditors in the Chapter 11 case of HTP Inc.
The committee members are:
1. Kenneth Gardner
Phone: 206-300-7624
E-mail: kgardner29@comcast.net
2. Thomas Mentele, Chairperson
Phone: 206-948-1543
E-mail: Tkmentele@gmail.com
3. Robert Breilh
Phone: 425-444-1240
E-mail: Bob@strategicsol.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About HTP Inc.
HTP, Inc.'s assets and operations consist of holding 48% of Hytech,
LLC and pursuing certain litigation against parties that have,
among other things, misappropriated technology and usurped business
opportunities. The company is based in Sammamish, Wash.
HTP, Inc. filed its voluntary petition for Chapter 11 protection
(Bankr. W.D. Wa. Case No. 21-11611) on Aug. 24, 2021, listing $772
million in total assets and $10.45 million in liabilities. Judge
Timothy W. Dore oversees the case. Bush Kornfeld, LLP represents
the Debtor as legal counsel.
IMERYS TALC: Johnson & Johnson Preps Votes Showdown
---------------------------------------------------
Maria Chutchian of Reuters reports that Johnson & Johnson will urge
a judge on Monday, September 20, 2021, to disqualify certain votes
in favor of a reorganization plan proposed by its former talc
supplier, saying the votes were improperly changed in an attempt to
secure necessary creditor support for the deal.
The dispute is the latest between the pharmaceutical giant and
Imerys Talc America, which filed for bankruptcy in February 2019 to
deal with about 15,000 lawsuits alleging its products caused
ovarian cancer and asbestos-related mesothelioma. While Imerys,
represented by Latham & Watkins, is trying to push forward a plan
that would allow it to wrap up the bankruptcy and set up a trust to
compensate personal injury claimants, J&J has objected to the deal,
saying Imerys is trying to make it easier for cancer victims to sue
J&J instead.
J&J, represented by Weil Gotshal & Manges in the Imerys Chapter 11
case, has long denied wrongdoing in response to litigation over its
talc products. Reuters reported this summer that the company has
explored spinning off its talc liabilities into a new entity and
placing that entity into bankruptcy.
J&J has asked U.S. Bankruptcy Judge Laurie Selber Silverstein to
toss more than 15,000 plan votes cast by the law firm Bevan &
Associates on behalf of personal injury claimants. More than 80,000
votes were cast overall. The motion was filed under seal but J&J
submitted a publicly available document on Thursday that said the
Bevan votes were changed after the plan voting deadline.
J&J contends that the votes were changed in favor of the plan after
the official Imerys tort claimants' committee, represented by
Robinson & Cole, contacted Bevan upon realizing there were not
enough favorable votes to meet the threshold required under
bankruptcy law.
The plan proponents want to "bury their heads in the sand and
exclaim that everyone should just move on because there is nothing
to see here, a vote is a vote," J&J said in Thursday's filing.
J&J also argued that the Bevan claimants have no reason to support
the plan since most of them do not have ovarian cancer or
mesothelioma-based claims and are therefore not eligible for
certain trust review processes. But the tort claimants' committee
said that any talc claims, even if they are unlikely to be paid,
are allowed to vote since their rights will be impaired.
Bevan said in court papers that "no promises or inducements" were
offered to the firm’s claimants in exchange for their votes.
J&J also moved to disqualify nearly 500 votes submitted by another
firm, Williams Hart Boundas Easterby, saying that firm was
improperly offered a seat on the trust advisory committee in
exchange for changing its votes.
The tort claimants' committee has defended the vote changes, saying
in court papers that its members contacted Bevan and Williams Hart
to have "good-faith communications" about concerns claimants had
with the plan. The committee also said the Bevan claimants
initially voted against the plan due to a misreading of certain
provisions.
The committee called J&J's efforts to toss the votes "conspiracy
theories and innuendo."
Representatives for J&J did not immediately respond to requests for
comment. A representative for Imerys declined to comment.
Imerys, once the U.S.-based arm of French group Imerys SA, was sold
to Magris Resources Canada for $223 million in 2020. Those proceeds
will go to a trust that, under the company's proposed plan, will
pay personal injury claims.
For Imerys: Jeffrey Bjork, Kimberly Posin, Helena Tseregounis and
Richard Levy of Latham & Watkins and Mark Collins, Michael
Merchant, Amanda Steele and Brett Haywood of Richards Layton &
Finger
For Johnson & Johnson: Diane Sullivan, Gary Holtzer, Ronit
Berkovich and Theodore Tsekerides of Weil Gotshal & Manges, and
Patrick Jackson of Faegre Drinker Biddle & Reath
For the tort committee: Natalie Ramsey, Mark Fink and Michael
Enright of Robinson & Cole, Rachel Strickland, Jeffrey Korn, Dan
Forman and Stuart Lombardi of Willkie Farr & Gallagher and Kami
Quinn and Heather Frazier of Gilbert.
About Johnson & Johnson
Based in Skillman, New Jersey, Johnson & Johnson Consumer Companies
Inc. engages in the research and development of products. The
Company provides products for newborns, babies, toddlers, and
mothers, including cleansers, skin care, moisturizers, hair care,
diaper care, sun protection, and nursing products.
* * *
Johnson & Johnson has chosen law firm Jones Day to advise it as it
explores placing a subsidiary in bankruptcy to settle thousands of
personal injury claims linking talcum-based baby powder to cancer,
Dow Jones reported. J&J could move talc-related liabilities into a
new unit formed specifically for bankruptcy, protecting
income-producing assets.
About Imerys Talc America
Imerys Talc America, Inc. and its subsidiaries --
https://www.imerys-performance-additives.com/ -- are in the
business of mining, processing, selling and distributing talc. Its
talc operations include talc mines, plants and distribution
facilities located in Montana (Yellowstone, Sappington, and Three
Forks); Vermont (Argonaut and Ludlow); Texas (Houston); and
Ontario, Canada (Timmins, Penhorwood, and Foleyet). It also
utilizes offices located in San Jose, Calif., and Roswell, Ga.
Imerys Talc America and its subsidiaries, Imerys Talc Vermont, Inc.
and Imerys Talc Canada Inc., sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 19-10289) on Feb. 13, 2019. The Debtors were
estimated to have $100 million to $500 million in assets and $50
million to $100 million in liabilities as of the bankruptcy
filing.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Richards, Layton & Finger, P.A., and Latham &
Watkins LLP as their legal counsel, Alvarez & Marsal North America,
LLC as financial advisor, and CohnReznick LLP as restructuring
advisor. Prime Clerk, LLC, is the claims agent.
The U.S. Trustee for Region 3 appointed an official committee of
tort claimants in the Debtors' Chapter 11 cases. The tort
claimants' committee is represented by Robinson & Cole, LLP.
IMERYS TALC: Tort Claimants Asks Court to Change Vote to Yes
------------------------------------------------------------
Rick Archer of Law360 reports that the tort claimants committee in
the Imerys Talc America Chapter 11 has asked a Delaware bankruptcy
judge to let a pair of law firms go ahead with their intention to
switch more than 16,000 tort claimant votes on the company's
restructuring plan from "no" to "yes," saying new information
justified the change.
In a motion filed Tuesday, September 14, 2021, the committee argued
that, contrary to motions by Imerys customer Johnson & Johnson and
some of the talc miner's insurers, a late settlement and the
correction of a misinterpretation gave the firms valid reasons to
change the master ballots they had filed.
About Imerys Talc America
Imerys Talc America, Inc. and its subsidiaries --
https://www.imerys-performance-additives.com/ -- are in the
business of mining, processing, selling and distributing talc. Its
talc operations include talc mines, plants and distribution
facilities located in Montana (Yellowstone, Sappington, and Three
Forks); Vermont (Argonaut and Ludlow); Texas (Houston); and
Ontario, Canada (Timmins, Penhorwood, and Foleyet). It also
utilizes offices located in San Jose, Calif., and Roswell, Ga.
Imerys Talc America and its subsidiaries, Imerys Talc Vermont, Inc.
and Imerys Talc Canada Inc., sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 19-10289) on Feb. 13, 2019. The Debtors were
estimated to have $100 million to $500 million in assets and $50
million to $100 million in liabilities as of the bankruptcy
filing.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Richards, Layton & Finger, P.A., and Latham &
Watkins LLP as their legal counsel, Alvarez & Marsal North America,
LLC as financial advisor, and CohnReznick LLP as restructuring
advisor. Prime Clerk, LLC, is the claims agent.
The U.S. Trustee for Region 3 appointed an official committee of
tort claimants in the Debtors' Chapter 11 cases. The tort
claimants' committee is represented by Robinson & Cole, LLP.
INTELSAT SA: Gets Final Court Nod on $1.5BB Replacement DIP Loan
----------------------------------------------------------------
Judge Keith L. Phillips of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorized Intelsat S.A. and its
debtor-affiliates, pursuant to a final order, to obtain
postpetition replacement financing from Credit Suisse AG, Cayman
Island Branch, as Administrative Agent and Collateral Agent, and
lender parties thereto, for $1,500,000,000 consisting of:
(a) a senior secured superpriority term loan aggregating
$1,250,000,000; and
(b) a senior secured superpriority delayed draw term loan
aggregating up to $250,000,000.
Judge Phillips also authorized the Debtors to:
* use the DIP Loan proceeds and the cash collateral to
consummate the Closing Date Refinancing and pay for (a) working
capital needs of the Debtors in the ordinary course of business,
(b) C-brand relocation costs, (c) investment and other corporate
purposes, and (d) for the cost of administering their Chapter 11
cases and the payment of adequate protection obligations;
* repay in full all of the DIP Debtors' loans and obligations
with the DIP lenders and their agents;
* grant adequate protection to (i) the Prepetition First Lien
Lenders under the Prepetition Credit Facility Loan Documents and
(b) the Prepetition First Lien Noteholders under the Prepetition
First Lien Notes Documents for the use of the Prepetition
Collateral and Cash Collateral, as well as on account of the
Priming Liens;
* grant valid and fully perfected liens and security
interests and priming liens on the DIP Collateral and proceeds
thereof;
* grant superpriority administrative expense claims against
each of the DIP Debtors' estates to the DIP Agent and the DIP
Lenders, with respect to the DIP Obligations, subject to the
carve-out.
As of the Petition Date, the Debtors are jointly and severally
liable for:
-- not less than $3,114,786,736 in aggregate principal and
interest, plus fees and costs, to Bank of America, N.A., as
Administrative Agent under the Prepetition Credit Facility Loan
Documents;
-- at least $495,560,139 under the Prepetition 9.50% First
Lien Notes Documents with Wilmington Trust, National Association,
as Prepetition 9.50% First Lien Notes Indenture Trustee; and
-- at least $1,373,071,703 in principal and interest, plus
costs and expenses, under the 8.00% First Lien Notes Documents also
with Wilmington Trust, as Indenture Trustee.
Moreover, as of the Petition Date, approximately $15,000,000 in
total face value of letters of credit has been issued by Bank of
America and Signature Bank on behalf of the Debtors. The Letters
of Credit are secured by cash in certain deposit accounts at the
Issuing Banks. All of the Debtor's cash is the Prepetition Secured
Parties' cash collateral.
The Carve Out includes up to $400,000 of fees and expenses incurred
by a trustee under Section 726(b) of the Bankruptcy Code, and up to
$400,000 in allowed professional fees incurred after the first
business day following delivery of the Carve Out Trigger Notice.
A copy of the order is available for free at https://bit.ly/39qIU8R
from Stretto, claims agent.
About Intelsat S.A.
Intelsat S.A. -- http://www.intelsat.com/-- is a publicly held
operator of satellite services businesses, which provides a diverse
array of communications services to a wide variety of clients,
including media companies, telecommunication operators, internet
service providers, and data networking service providers. It is
also a provider of commercial satellite communication services to
the U.S. government and other select military organizations and
their contractors. The company's administrative headquarters are in
McLean, Virginia, and the Company has extensive operations spanning
across the United States, Europe, South America, Africa, the Middle
East, and Asia.
Intelsat S.A. and its debtor-affiliates concurrently filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Va. Lead Case No. 20-32299) on May 13, 2020. The
petitions were signed by David Tolley, executive vice president,
chief financial officer, and co-chief restructuring officer. At the
time of the filing, the Debtors disclosed total assets of
$11,651,558,000 and total liabilities of $16,805,844,000 as of
April 1, 2020.
Judge Keith L. Phillips oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Kutak Rock LLP as legal
counsel; Alvarez & Marsal North America, LLC as restructuring
advisor; PJT Partners LP as financial advisor & investment banker;
Deloitte LLP as tax advisor; and Deloitte Financial Advisory
Services LLP as fresh start accounting services provider. Stretto
is the claims and noticing agent.
The U.S. Trustee for Region 4 appointed an official committee of
unsecured creditors on May 27, 2020. The committee tapped Milbank
LLP and Hunton Andrews Kurth LLP as legal counsel; FTI Consulting,
Inc. as financial advisor; Moelis & Company LLC as investment
banker; Bonn Steichen & Partners as special counsel; and Prime
Clerk LLC as information agent.
JGC VENTURES: Chapter 15 Case Summary
-------------------------------------
Chapter 15 Debtor: JGC Ventures Pte. Ltd.
1 Marina Boulevard #28-00
Singapore, 018989
Foreign Proceeding: Proceeding before the High Court of Singapore,
Case No. HC/0S 733/2021
Chapter 15 Petition Date: September 17, 2021
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 21-11640
Foreign Representative: William Honoris
1 Marina Boulevard #28-00
Singapore, 018989
Foreign
Representative's
Counsel: Matthew L. Brod, Esq.
Connor J. Haynes, Esq.
MILBANK LLP
55 Hudson Yards
New York, NY 10001
Tel: (212) 530-5000
Fax: (212) 530-5219
Email: mbrod@milbank.com
- and -
Andrew M. Leblanc, Esq.
Samir L. Vora, Esq.
1850 K Street, NW,
Suite 1100
Washington, DC US 20006
Tel: (202) 835-7500
Fax: (202) 263-7586
Estimated Assets: Unknown
Estimated Debt: Unknown
A full-text copy of the Chapter 15 petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/X4JUJXQ/JGC_Ventures_Pte_Ltd_and_William__nysbke-21-11640__0001.0.pdf?mcid=tGE4TAMA
JOYFUL CARE: Court OKs Cash Collateral Deal with SBA
----------------------------------------------------
Judge Erithe Smith of the U.S. Bankruptcy Court for the Central
District of California approved the stipulation pertaining to the
use of cash collateral by Joyful Care Caregiving Services, Inc., as
agreed with the U.S. Small Business Administration.
The SBA is entitled to adequate protection pursuant to the
stipulation.
A copy of the order is available for free at https://bit.ly/3AhrTcU
from PacerMonitor.com.
About Joyful Care Caregiving Services
Joyful Care Caregiving Services, Inc. sought protection for relief
under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
21-11648) on June 30, 2021, disclosing total assets of up to
$50,000 and total liabilities of up to $500,000. Judge Erithe A.
Smith presides over the case. Khang & Khang, LLP represents the
Debtor as legal counsel.
JRNA INC: Unsecured Creditors to Split $366K in Subchapter V Plan
-----------------------------------------------------------------
JRNA, Inc., submitted a Second Amended Subchapter V Plan dated
September 14, 2021.
The Debtor is a corporation. J. Colabella is the primary
shareholder of the debtor, owning 91% of its shares, Nicholas
Colabella owns 4% of its shares, and Andrew H. Eskow owns the
remaining 5%. Real estate on which the primary sales outlet sits is
located at 2260 Industrial Drive, Bethlehem, PA 18017.
The debtor represents that value of the property to be distributed
under the Plan during the term of the Plan is not less than the
Debtor's projected disposable income for a 60 month period. The
Plan provides for the full payment of secured, administrative, and
priority claims as well as dividend to general unsecured creditors
of approximately $365,579.36 that will be shared on a pro rata
basis among them.
Class 1 claims are those allowed Secured Claims that are secured
with consensual liens. There are no Class 1 claimants.
Class 2 claimants are holders of allowed General Unsecured Claims
without Priority. Holders of Allowed General Unsecured Claims shall
be paid pro rata from all remaining funds paid by the Debtor under
the Plan. The Debtor estimates that amount to be approximately
$365,579.36. All creditors not otherwise previously identified
shall participate as Class 2 creditors. Class 2 claimants are
impaired.
Class 3 claimants consist of the interests of the stockholders of
the Debtor. The stockholders shall retain their ownership of the
Debtor. Class 3 claimants are impaired.
The source of the Debtor's contemplated payments to be made to
creditors shall be the earnings derived from the continuing
operations of Debtor. The Debtor shall pay the sum of $10,415.00
per month for 60 months, distributed to creditors. The payments
shall begin on the first day of the first full month after the
effective date of the plan.
The Debtor's accountant, Levin and Company, shall be paid for the
services rendered to the Debtor as an Administrative Priority
Claim. If and as required, all fees and expenses requested by the
Debtor's accountant are subject to review and approval by the
Court. The Debtor's accountant has been paid, as approved by the
Court, for services rendered until May 31, 2021. It is anticipated
that approximately $10,000 additional in accountant's fees pre
confirmation will be incurred.
A full-text copy of the Second Amended Plan dated September 14,
2021, is available at https://bit.ly/2XAilLO from PacerMonitor.com
at no charge.
Attorney for Debtor:
Robert Glazer, Esq.
McLaughlin & Glazer
26 N. Third Street
Easton, PA 18042
Tel: 610-258-5609
Email: usbcglazer@gmail.com
About JRNA Inc.
JRNA, Inc., which conducts under the business Unclaimed Freight,
operates as a furniture store. On the Web:
https://www.saveatthefreight.com/
JRNA filed its voluntary Chapter 11 petition (Bankr. E.D. Penn.
Case No. 20-13645) on Sept. 10, 2020. At the time of filing,
Debtor estimated $500,000 to $1 million in assets and $1 million to
$10 million in liabilities.
McLaughlin & Glazer is the Debtor's legal counsel. Jon Levin, CPA,
is the accountant.
KRISJENN RANCH: Disclosure Hearing Continued to October 13
----------------------------------------------------------
KrisJenn Ranch, LLC, et al., filed with the U.S. Bankruptcy Court
for the Western District of Texas a Joint Disclosure Statement. On
Sept. 14, 2021, Judge Ronald B. King ordered that:
* The Debtors shall file their second amended joint disclosure
statement and plans no later than Sept. 30, 2021.
* Oct. 13, 2021, at 9:30 a.m., in Court Room 3, 615 E. Houston
Street, San Antonio, Texas 78205 is the hearing on Debtors' Joint
Disclosure Statement, as amended.
* The Debtors shall have the exclusive right to solicit and
confirm their plans of reorganization up to and including Nov. 30,
2021.
A copy of the order dated Sept. 14, 2021, is available at
https://bit.ly/3zmXtob from PacerMonitor.com at no charge.
Attorneys for Debtors:
Ronald J. Smeberg, Esq.
THE SMEBERG LAW FIRM, PLLC
4 Imperial Oaks
San Antonio, Texas 78248
Tel: (210) 695-6684
Facsimile: (210) 598-7357
Email: ron@muller-smeberg.com
About KrisJenn Ranch
KrisJennRanch, LLC is a Texas limited liability company with two
series. The first series is KrisJennRanch, LLC Series Uvalde Ranch
and the second is KrisJennRanch, LLC Series Pipeline Row. Series
Pipeline owns a pipeline and right of way. Additionally, Series
Unvalde owns the KrisJennRanch located at 6048 CR 365, Uvalde,
Texas 78801. The Express Pipeline and the Ranch were each
encumbered by a $5.9 million loan from Mcleod Oil related to an
investment in a pipeline and its right of way.
KrisJenn Ranch, LLC, KrisJenn Ranch, LLC Series Uvalde Ranch and
KrisJenn Ranch, LLC Series Pipeline Row sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Lead Case No.
20-50805) on April 27, 2020.
At the time of the filing, KrisJenn Ranch, LLC disclosed total
assets of $16,246,409 and total liabilities of $6,548,315.
Judge Ronald B. King oversees the cases. Muller Smeberg PLLC is
the Debtors' legal counsel.
No creditors' committee has yet been appointed in this case by the
United States Trustee. No trustee or examiner has been requested or
appointed.
LAMBRIX CRANE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Lambrix Crane Service Inc.
f/k/a Lambrix Crane and Rigging
5621 S. Lynn Lane Rd
Broken Arrow, OK 74012
Business Description: Lambrix Crane Service Inc. is a provider of
lifting solution for Oklahoma and its
surrounding areas.
Chapter 11 Petition Date: September 16, 2021
Court: United States Bankruptcy Court
Northern District of Oklahoma
Case No.: 21-11056
Judge: Hon. Terrence L. Michael
Debtor's Counsel: Ron D. Brown, Esq.
BROWN LAW FIRM PC
715 S. Elgin Ave.
Tulsa, OK 74120
Tel: 918-585-9500
Fax: 866-552-4874
Email: ron@ronbrownlaw.com
Total Assets: $8,508,909
Total Liabilities: $4,787,668
The petition was signed by Vanessa Lambrix as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/CPOCJII/Lambrix_Crane_Service_Inc__oknbke-21-11056__0001.0.pdf?mcid=tGE4TAMA
LATAM AIRLINES: Creditors Push Back Chapter 11 Exit Term Sheet
--------------------------------------------------------------
Jeremy Hill of Bloomberg News reports that the low-ranking
creditors of Latam Airlines Group SA are pushing back on a
bankruptcy exit plan term sheet circulated among major
stakeholders, arguing the structure violates Chapter 11 rules.
The term sheet calls for plan of reorganization based on $5 billion
equity rights offering to be backstopped by parties to be
determined and carried out with assistance of "certain significant
shareholders," lawyers for Latam's official unsecured creditor
group write in heavily redacted court papers. Existing
stockholders would be given exclusive option to buy all reorganized
equity, with the ability to assign some shares to backstop parties,
and unsecured creditors.
According to the Official Committee of Unsecured Creditors, the
Debtors' Term Sheet turns the absolute priority rule on its head --
it would give out-of-the-money shareholders the exclusive right to
purchase 100% of the equity in the reorganized company solely on
account of their being equity holders, leaving for creditors only
those shares that the equity holders decline to buy.
Although the Committee continues to have concerns that the
Debtors are inappropriately dominated by their shareholders, the
Committee remains eager to work with the Debtors to develop a
consensual plan that meets all applicable chapter 11 confirmation
requirements, including compliance with the absolute priority rule.
Thus, subject to reserving the right to seek to terminate
exclusivity should it become necessary, the Committee does not
object at this time to the Debtors' request for a further limited
extension of the exclusivity periods.
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.
LOCAL MOTION: Wins Interim OK to Use Cash Collateral
----------------------------------------------------
Local Motion MN, LLC sought and obtained interim authority from the
U.S. Bankruptcy Court for the District of Minnesota to use cash
collateral to meet its operating expenses.
The Court will hold a final hearing on the matter on October 13,
2021 at 10:30 a.m.
These secured lienholders assert an interest in the cash
collateral:
a. Richard H. Nicholson, as collateral agent – UCC Financing
Statement filed on September 24, 2018, Filing Number: 2018 6593954,
with the Delaware Department of State securing a lien on all assets
of the Debtor, including cash and receivables. The Debtor is the
guarantor of this obligation, and Netsirv, LLC is primarily
obligated and is making $10,000 a month payments.
b. 8625 Monticello, LLC – UCC Financing Statement filed on
February 19, 2019, Filing Number: 2019 1763866, with the Delaware
Department of State securing a lien on all assets of the Debtor,
including cash and receivables.
c. There are other secured creditors but those UCC financing
statements relate to specific items of collateral.
As adequate protection of the secured creditors' interest in the
cash collateral:
a. The Debtor will use cash to pay ordinary and necessary
business expenses and administrative expenses in accordance with
the budget.
b. The Debtor will grant the secured creditors replacement
liens, to the extent of the Debtor’s use of cash collateral, in
post-petition inventory, cash, accounts, equipment, and general
intangibles, with such liens being of the same priority, dignity,
and effect as their respective prepetition liens.
c. The Debtor will carry insurance on its assets.
d. The Debtor will provide the secured creditors such reports
and documents as they may reasonably request.
e. The Debtor will afford the secured creditors the right to
inspect Debtor's books and records and the right to inspect and
appraise the collateral at any time during normal operating hours
and upon reasonable notice to the Debtor and its attorneys.
The Debtor asserts even a relatively short delay in payment of
critical expenses may very well result in impairment of employee
and vendor relations, and the Debtor therefore submits that
expedited relief pursuant to Fed. R. Bankr. P. 4001 and 9006 is
warranted.
A copy of the motion and the Debtor's budget is available at
https://bit.ly/3kf2fQz from PacerMonitor.com.
The Debtor projects $213,600 in total revenue and $212,895.54 in
total expenses for September 10 to 30, 2021 and $163,976 in total
revenue and $161,960.96 in total expenses for October 2021.
About Local Motion MN, LLC
Local Motion MN, LLC is a full-service moving & storage company
based in Roseville, MN. The Debtor sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 21-31539)
on September 10, 2021. In the petition signed by Mitchel
Rittenhouse, chief financial officer, the Debtor disclosed $415,142
in assets and $3,591,884 in liabilities.
Judge Katherine A. Constantine oversees the case.
John D. Lamey III, Esq., at Lamey Law Firm, P.A. is the Debtor's
counsel.
MAMBA PURCHASER: S&P Assigns 'B' ICR on Proposed Acquisition
------------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating on Mamba
Purchaser Inc. (dba MDVIP). At the same time, S&P assigned its 'B'
issue-level and '3' recovery ratings to the proposed revolving
credit facility and first-lien senior secured debt. The '3'
recovery rating indicates its expectation for meaningful (50%-70%;
rounded estimate: 60%) recovery in the event of default. S&P also
assigned its 'CCC+' issue level and '6' recovery ratings to the
second-lien term loan with its expectations of negligible (0%-10%;
rounded estimate: 0%) recovery in the event of default.
The negative outlook reflects S&P view that the increase in
leverage and interest expense results in lower free cash flow,
leaving less cushion should the business incur operational and
industry challenges.
MDVIP is recapitalizing as part of its acquisition by Goldman Sachs
Asset Management and Charlesbank Capital Partners.
The $1.5 billion acquisition, including refinancing of existing net
debt of $257 million, will be partly funded with a new $70 million
revolving credit facility (undrawn at close), $500 million
first-lien term and $185 million second-lien term loan and
remaining from the equity.
MDVIP operates with modest scale and narrow focus in the niche
concierge medicine market. The concierge membership-based care
market is small and highly fragmented with an estimated size of
about $7 billion-$8 billion. Despite having a leading market
presence with 4x more physicians than the second-largest direct
competitor, the market is fragmented with MDVIP's modest market
share, and has relatively low barriers of entry. It faces
competition from other pure-play concierge medicine competitors and
a small but growing number of not-for-profit hospitals opening
concierge primary care practices at various price points. Direct
primary care physicians who also charge lower membership prices
also pose a competitive threat.
S&P said, "We believe that the industry will continue to
consolidate as players seek to increase scale and geographic reach.
The success of the business depends on the ability to identify and
transition prospective physicians and patients into the MDVIP
network, thus we believe the company may incur higher physician
acquisition and transition costs as the competition intensifies. We
also believe competition for physicians could intensify as older
physicians retire and the number of small group and solo physician
practices decline."
MDVIP is sensitive to economic downturns, but COVID-19 only had a
limited effect. Concierge medicine is a premium service that
charges membership fees for enhanced physician access and time,
including 24/7 availability. Although MDVIP's member-retention rate
is over 95%, S&P believes it remains exposed to customer attrition
risk amid an economic downturn. Nevertheless, this risk is
partially offset by MDVIP's asset-light requirement and flexible
cost structure.
Physician additions and thus growth were subdued in fiscal 2021 due
to a higher number of physician retirements as a result of
COVID-19, delayed sales efforts because of limitations on travel
during the pandemic. Nonetheless, net member retention has recently
trended above 100%, despite a number of physicians retired during
the year 2021. The company also faces challenges when physicians
retire, as it has to ensure that the member patients are adequately
covered by its physician network, as it implements succession
planning including hiring replacement physicians and reassigning
members to existing practices. Thus, the company could incur
substantial acquisition costs to recruit new physicians.
However, the company is not susceptible to reimbursement risk
because the affiliated physicians are responsible for their own
billing and collections from payors. The member patient population
also tends to be older, and covered by Medicare, limiting exposure
to unemployment trends. Adjusted EBITDA margin for fiscal 2021
improved to about 18% due to lower travel and entertainment
expenses during COVID-19. S&P said, "However, we believe sales
efforts to add new physicians will pick up in fiscal 2022 and 2023,
potentially resulting in more normal growth expectations for
physicians and patients growth. We expect EBITDA margin of 16%-17%
in 2022, from roughly 18% in 2021."
Leverage to remain above 8x over the next 12-18 months, and free
operating cash flow to debt below 5% for fiscal 2022. S&P said, "We
expect leverage to increase from about 4x at the end of 2021 to
about 8.5x following the completion of transaction due to the
significant increase in debt and some margin pressure. We expect
free operating cash flow (FOCF) to debt to decline to below 5% post
the transaction due to the large increase in interest expense as
well as well a slight margin decline."
S&P said, "The negative outlook reflects our view that with the
increase in leverage and interest expense resulting in lower free
cash flow, there is a little cushion in the downside in case the
business faces additional operational challenges, if it is not able
to acquire physicians and members as estimated. The possibility of
higher level of physician retirements remains a risk, which could
elevate transition costs that may hurt profitability and cash
flow.
"We could lower the rating if adjusted FOCF to debt decreases to
below 3.5% with no clear prospect of recovery. Slower-than-expected
top-line growth coupled with operational setbacks and margin
deterioration by more than 150 basis points (bps) could lead to
such a scenario. This would likely be a result of heightened
competition, an economic downturn, or unforeseen adverse events.
"We could change the outlook to stable if the operating performance
improves significantly while sustaining leverage below 7x and
EBITDA interest coverage improves to more than 2x. We would also
like to see free operating cash flow to debt remain above 5% on
sustainable basis."
MECHANICAL TECHNOLOGIES: Non-Insider Unsecs. to Recover 44% to 70%
------------------------------------------------------------------
Mechanical Technologies, d/b/a Alpine Air, submitted a Second
Amended Disclosure Statement dated September 14, 2021.
The Class 1 Allowed Secured Creditors' claims in the total amount
of $137,012.25, calculated as of the Petition Date, shall not be
paid in cash, and all the collateral possessed by each Class 1
Secured Creditor shall be returned by the Debtor to the Class 1
Secured Creditor or repossessed by the Class 1 Secured Creditor,
prior to the Confirmation Date. Any deficiency remaining after a
duly noticed sale of the collateral, may be asserted as a Class 2
General Unsecured Claim, subject to allowance or disallowance by
the Debtor, assuming a timely Proof of Claim was filed by January
27, 2020, and thereafter amended to include a general unsecured
claim, filed no later than the Confirmation Date.
The Class 2 Allowed General Non-Insider Unsecured Claims,
calculated in the total amount of $317,637.49, shall be paid pro
rata on or before the Effective Date of the Plan from monies
remaining after allowed administrative claims and allowed priority
claims are paid in full, which sum of $317,637.49 excludes the
pre-petition insider claim of Ranger Construction, Inc., in the
amount of $380,375.23. If any monies are remaining after payment of
the Class 2 Allowed General Non-Insider Unsecured Claims, Ranger
Construction, Inc. shall receive any monies remaining on account of
its Class 2 Allowed General Insider Unsecured Claim.
The Debtor estimates that the Class 2 Allowed General Non-Insider
Unsecured Claims will be paid 70% of each allowed claim if the
Debtor prevails in its objection to the Sheet Metal Worker's
National Pension Fund claim in the amount of $183,706.81. But if
that claim is allowed for $183,706.81, then each allowed Class 2
claim shall be paid 44% of their allowed claims, and the insider
claim of Ranger Construction, Inc. will be paid zero. Accordingly,
the Class 2 Allowed General NonInsider Unsecured claims are
impaired under the Plan.
The Debtor's Plan proposes an estimated payment of 44% - 70% of
each allowed general non-insider unsecured creditor's claim, and
unsecured creditors would not receive more from a liquidation
The equity interests of the shareholders of Mechanical Technologies
Corp. dba ALPINE AIR existing on the Petition Date are modified
pursuant to the Settlement Agreement and Release between the
Settling Parties, so that Michael Donovan releases and relinquishes
any interest that he may have ever held as a shareholder, owner,
and/or any interest that he may have ever held in the Debtor,
Ranger Construction, Inc., MTech NE, LLC, MTech, LLC and Corporate
Charter, Inc., effective December 31, 2019, such that Internal
Revenue Service tax returns filed by the Debtor and these entities
shall reflect John Donovan as owning 100% of the ownership
interests of these entities on January 1, 2020.
The Debtor shall fund the proposed Plan payments through the Court
approved compromise and settlement of claims with ADVNC Air
Technologies, Michael Donovan and Mary Regina Donovan, for which
the Debtor will receive the sum of $1,100,000.00.
A full-text copy of the Second Amended Disclosure Statement dated
September 14, 2021, is available at https://bit.ly/2XwSx3s from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Stephen R. Harris, Esq.
Harris Law Practice LLC
6151 Lakeside Drive, Suite 2100
Reno, NV 89511
Telephone: (775)786-7600
Email: steve@harrislawreno.com
About Mechanical Technologies
Mechanical Technologies d/b/a Alpine Air --
http://alpineheatingandair.com/-- specializes in offering single
source contracting for all residential and commercial design/build
needs. The Company services and installs residential heating and
air conditioners. Alpine Air has designed, installed, and serviced
projects including computer rooms, environmental chambers,
manufacturing facilities, biotech laboratories, burn-in rooms, and
dry rooms. Alpine Air was established in 1987.
Mechanical Technologies Corp. d/b/a Alpine Air, based in Reno,
Nevada, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 19
51146) on Sept. 26, 2019. In the petition signed by John Donovan,
president, the Debtor was estimated to have $1 million to $10
million in both assets and liabilities.
The Honorable Bruce T. Beesley oversees the case. Stephen R.
Harris, Esq., at Harris Law Practice LLC, serves as bankruptcy
counsel and Robison Sharp Sullivan & Brust, is special counsel.
MERIT DENTAL: Case Summary & 19 Unsecured Creditors
---------------------------------------------------
Debtor: Merit Dental Care
1221 Merit Drive
Suite 470
Dallas, TX 75251
Business Description: Merit Dental is a provider of dental care to
patients in the Dallas area.
Chapter 11 Petition Date: September 17, 2021
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 21-31675
Judge: Hon. Stacey G. Jernigan
Debtor's Counsel: Joyce Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Tel: (972) 503-4033
Email: joyce@joycelindauer.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by David W. Hughes, D.M.D. as president.
A copy of the Debtor's list of 19 unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/MO24DUQ/Merit_Dental_Care__txnbke-21-31675__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the Chapter 11 petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/GX6OZUY/Merit_Dental_Care__txnbke-21-31675__0
MIGO IQ: Seeks Approval to Tap Tamarez CPA as Accountant
--------------------------------------------------------
Migo IQ, Inc. seeks approval from the U.S. Bankruptcy Court for the
District of Puerto Rico to employ Tamarez CPA, LLC to provide
general accounting, tax and financial advisory services in
connection with its Chapter 11 case.
The firm's hourly rates are as follows:
Albert Tamarez-Vasquez, CPA CIRA $150 per hour
CPA Supervisor $100 per hour
Senior Accountant $85 per hour
Staff Accountant $65 per hour
The firm will receive a retainer in the amount of $10,000.
Albert Tamarez-Vasquez of Tamarez disclosed in a court filing that
his firm is a disinterested person as defined by Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Albert Tamarez Vasquez, CPA CIRA
Tamarez CPA, LLC
1519 PR-25 #412
San Juan, 00909, Puerto Rico
Tel: (787) 795-2855
Fax: (787) 200-7912
Email: atamarez@tamarezcpa.com
About Migo IQ
Migo IQ Inc. -- https://migoiq.app -- is a recommendation engine
that brings the power of machine learning to physical products and
experiences.
Migo IQ filed a voluntary petition for Chapter 11 protection
(Bankr. D.P.R. Case No. 21-02246) on July 23, 2021, disclosing as
much as $10 million in assets and as much as $50 million in
liabilities. Judge Enrique S. Lamoutte Inclan oversees the case.
Lugo Mender Group, LLC and Tamarez CPA, LLC serve as the Debtor's
legal counsel and accountant, respectively.
MODERNLAND OVERSEAS: Chapter 15 Case Summary
--------------------------------------------
Chapter 15 Debtor: Modernland Overseas Pte. Ltd.
1 Marina Boulevard #28-00
Singapore, 018989
Foreign Proceeding: Proceeding before the High Court of Singapore,
Case No. HC/OS 730/2021
Chapter 15 Petition Date: September 17, 2021
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 21-11641
Foreign Representative: William Honoris
1 Marina Boulevard #28-00
Singapore, 018989
Foreign
Representative's
Counsel: Matthew L. Brod, Esq.
Connor J. Haynes, Esq.
MILBANK LLP
55 Hudson Yards
New York, NY 10001
Tel: (212) 530-5000
Fax: (212) 530-5219
Email: mbrod@milbank.com
- and -
Andrew M. Leblanc, Esq.
Samir L. Vora, Esq.
1850 K Street, NW, Suite 1100
Washington, DC US 20006
Tel: (202) 835-7500
Fax: (202) 263-7586
Estimated Assets: Unknown
Estimated Debt: Unknown
A full-text copy of the Chapter 15 petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/OXUU44Q/Modernland_Overseas_Pte_Ltd_and__nysbke-21-11641__0001.0.pdf?mcid=tGE4TAMA
MORROW GA INVESTORS: Tamara Ogier OK'd as Ch. 11 Trustee
--------------------------------------------------------
Judge James R. Sacca of the U.S. Bankruptcy Court for the Northern
District of Georgia approved the appointment of Tamara Ogier as
Chapter 11 Trustee for Morrow GA Investors, LLC, as appointed by
Mary Ida Townson, U.S. Trustee for Region 21. Ms. Ogier is a
partner at Ogier, Rothschild & Rosenfeld, PC in Decatur, Georgia.
A copy of the order is available for free at https://bit.ly/3zfk6ed
from PacerMonitor.com.
A copy of the notice of appointment is also available at
https://bit.ly/3hI6xOx from PacerMonitor.com at no charge.
About Morrow GA Investors, LLC
Morrow GA Investors, LLC is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)). Morrow GA Investors owns a
real property located at 1590 Adamson Parkway, Morrow, Georgia,
having an appraised value of $5.5 million.
Morrow GA Investors filed a Chapter 11 petition (Bankr. N.D. Ga.
Case No. 21-55706) on July 31, 2021. On the Petition Date, the
Debtor reported $5,502,000 in total assets and $2,698,079 in total
liabilities. The petition was signed by Payam Katebian, authorized
signer. The Debtor tapped Limbocker Law Firm as its counsel.
MTE HOLDINGS: Court Declines Royalty Owner's Bid to Delay Plan
--------------------------------------------------------------
Leslie Pappas of Law360 reports that a Delaware bankruptcy judge
refused a royalty owner's request to put MTE Holdings LLC's
bankruptcy plan on hold pending an appeal to the District Court,
finding the delay could jeopardize a $85.7 million sale and put too
many creditors at risk.
U.S. Bankruptcy Judge Craig T. Goldblatt said in an opinion filed
Wednesday that granting the Allar Company's request to delay the
plan he confirmed on Sept. 3, 2021 "would fundamentally upset the
applecart," especially because creditors painstakingly negotiated
specific settlements to ensure the sale at the center of MTE's
reorganization goes through.
"[H]ad Allar actually presented evidence at the confirmation
hearing demonstrating that it had entered into a lease with the
debtor, had not been paid for royalties that were due, and thus had
an ownership interest in certain of the assets that the debtor
claimed was property of the estate, the Court would be inclined to
find -- particularly in light of the low threshold this Court
believes should be set for finding a sufficient likelihood of
success on the merits -- that Allar had made such a showing. But
despite attaching documents to its opposition to confirmation,
Allar decided not to introduce any such evidence in support of its
objection at the confirmation hearing. And while the proponent of
a plan bears the burden of establishing the elements of
confirmation, the Court found that the evidence submitted by the
debtor met its burden on each of the elements of confirmation. It
was thus Allar's burden to demonstrate that the assets that the
debtor seeks to sell to a buyer under its plan is not actually
property of the estate, but instead belong to Allar. The Court
believes -- even crediting the contestable legal arguments that
Allar is making -- that its failure to present any evidence at the
confirmation hearing essentially dooms its likelihood of succeeding
on the merits," the judge said in his opinion.
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.
NATIONAL RIFLE: Asks Court to Dismiss NY AG's Corporate Death Suit
------------------------------------------------------------------
James Nani of Law360 reports that the National Rifle Association
asked a New York court to dismiss a suit by the state's attorney
general seeking to dissolve it and remove its leaders, arguing such
"corporate death" is extreme and the NRA may be the true victim.
In a motion to dismiss the complaint filed Wednesday, September 15,
2021, the National Rifle Association of America Inc. told the state
court that even if New York Attorney General Letitia James'
allegations in her complaint were true, the group and its board
wouldn't be the perpetrators of wrongdoing but the victims of it.
About National Rifle Association
Founded in 1871 in New York, the National Rifle Association of
America is a gun rights advocacy group. The NRA claims to be the
longest-standing civil rights organization and has more than five
million members.
Seeking to move its domicile and principal place of business to
Texas amid lawsuits in New York, the National Rifle Association of
America sought Chapter 11 protection (Bankr. N.D. Texas Case No.
21-30085) on Jan. 15, 2021. Affiliate Sea Girt LLC simultaneously
sought Chapter 11 protection (Case No. 21-30080).
The NRA was estimated to have assets and liabilities of $100
million to $500 million as of the bankruptcy filing.
Judge Harlin Dewayne Hale oversees the cases.
The Debtors tapped Neligan LLP and Garman Turner Gordon LLP as
their bankruptcy counsel, and Brewer, Attorneys & Counselors as
their special counsel.
The U.S. Trustee for Region 6 appointed an official committee of
unsecured creditors on Feb. 4, 2021. Norton Rose Fulbright US, LLP
and AlixPartners, LLP serve as the committee's legal counsel and
financial advisor, respectively.
NIDA ALSHAIKH DDS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Nida Alshaikh DDS, PC
d/b/a Oval Dental
32653 Cherry Hill Rd.
Westland, MI 48186
Business Description: Nida Alshaikh DDS, PC owns and operates a
dental clinic.
Chapter 11 Petition Date: September 17, 2021
Court: United States Bankruptcy Court
Eastern District of Michigan
Case No.: 21-47459
Debtor's Counsel: Jeffery J. Sattler, Esq.
SCHAFER AND WEINER, PLLC
40950 Woodward Ave., Ste. 100
Bloomfield Hills, MI 48304
Tel: (248)540-3340
E-mail: jsattler@schaferandweiner.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Nida Alshaikh, owner.
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/M5RPZMY/Nida_Alshaikh_DDS_PC__miebke-21-47459__0001.0.pdf?mcid=tGE4TAMA
NORTHSTAR GROUP: S&P Affirms 'B' ICR on Add-On Issuance
-------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating and
secured credit facility ratings on commercial deconstruction and
nuclear decommissioning services provider NorthStar Group Services
Inc., while its recovery rating for the secured debt (inclusive of
the new term loan add-on) remains '3'.
The stable outlook reflects S&P's view that healthy activity levels
at its two major nuclear decommissioning projects along with
demolition services will allow the company to generate credit
measures and liquidity levels appropriate for the ratings.
Despite the increase in debt, the company's credit measures will
still be adequate for the ratings.
As of June 30, 2021, NorthStar's adjusted debt-to-EBITDA ratio was
2.8x, down from 3.2x as of Dec. 31, 2020. This provides the company
with ample cushion to undertake leverage increasing transactions
without running afoul of the leverage ratio 4.5x-6.5x range that
S&P believes is appropriate for the current ratings. With the $200
million incremental add-on to the term loan, S&P anticipates the
company's leverage ratio as of June 30, 2021, was 4.0x, which we
view as a manageable level.
The company's mix of funding sources reduces financial risk
In addition to the $200 million of debt proceeds, NorthStar is
using other funding sources to liquidate the equity stake currently
held in JFLCO Fund IV (a 2017 vehicle). These sources include:
-- Cash on hand (which S&P did not and does not net from its debt
leverage calculation) of approximately $115 million;
-- Equity rolled over from management, JFLCO GP IV, and other
existing shareholders (together, approximately $106.5 million
funded at closing);
-- Equity rolled over from certain existing Fund IV investors and
new equity proceeds from JFLCO Fund V and third-party institutional
investors of approximately $520 million in aggregate at closing.
S&P expects that roughly 13.8% of the equity capitalization will be
controlled by other equity investors, with 86.2% controlled by
entities affiliated with J.F. Lehman & Co.
S&P believes the mix of funding sources employed does not
overleverage NorthStar's capital structure.
NorthStar's operations appear to be in good financial health.
Trailing 12-month revenue and adjusted EBITDA grew by 11% and 15%,
respectively, from Dec. 31, 2020, to June 30, 2021, as its status
as an essential service provider and reallocation of resources
helped earnings resilience. It benefitted from some
COVID-19-related work as well. The project backlog of more than
$2.1 billion remains very healthy, up 44% from 2019, with
acceleration in the timing of certain large scale commercial
deconstruction opportunities like New York City high-rise
buildings. The backlog includes work related to a refinery
decommissioning for Philadelphia Energy Solutions (now roughly 40%
complete), a 14-year coal ash remediation project for Southern
Co.'s Plant Bowen, the Vermont Yankee and Crystal River 3
decommissioning projects, and various other nuclear services waste
management work. S&P notes the company benefits from $125 million
of net operating losses and a significant tax shield from the
Vermont Yankee trust withdrawals, which will likely support cash
flow generation.
The business risks inherent in nuclear decommissioning along with
the potential for aggressive financial policies drive the ratings.
NorthStar has concentration risk in that a significant portion of
its nuclear services segment's revenue is driven by the Vermont
Yankee and Crystal River 3 projects. While the long-term outlook
for decommissioning projects appears good (with 14 reactors
expected to shut down by 2030 and another 37 reactors identified as
potential candidates), the timing of these projects is uncertain
and the bidding process can be quite competitive among service
providers. S&P notes that for these two projects, the operating
license is transferred to the contractor from the utility.
Management will need to engage in disciplined bidding, project
management, and operational cost control during the duration of the
projects, as well as ensure that trust fund balances and liquidity
are sufficient to allow for on-time and on-budget completion. S&P
notes that roughly 80% of the company's backlog is classified as
hard backlog, which excludes time and material projects that allow
for future change orders, along with small recurring branch work.
To the extent the hard backlog encompasses long-duration
fixed-price contracts, management's planning and forecasting must
be effective to prevent or reduce the impact of cost overruns.
These and other business risks, along with the potential for
aggressive financial policies, given the company's status as a
portfolio company of a financial sponsor, are key factors driving
the ratings.
S&P said, "The stable outlook on NorthStar reflects our belief that
despite the $200 million add-on to the first-lien term loan, the
company's adjusted debt to EBITDA ratio will only rise to the 4x
area, which we see as manageable and with some cushion relative to
the 4.5x-6.5x range we see as appropriate for the current ratings.
Our base-case scenario also incorporates EBITDA interest coverage
remaining well-above 1.5x with liquidity remaining adequate. Stable
economic conditions, the company's $2.1 billion backlog, an
abundance of smaller-size jobs, and good operational execution are
likely to elicit solid operating performance over the next year.
The outlook also reflects our assumption that the intra-sponsor
transaction does not have an incremental detrimental effect on
financial policies."
S&P may lower its ratings on NorthStar over the next 12 months if:
-- Business conditions in the demolition and nuclear
decommissioning sectors deteriorate such that EBITDA declines by
more than 10%, causing adjusted debt leverage to exceed 6.5x or
EBITDA interest coverage to drop to 1.5x;
-- The company experiences unexpected delays or large adverse
changes in costs pertaining to in-progress or new projects that
compresses margins and diminishes credit metrics;
-- It undertakes more aggressive financial policies (e.g.,
additional dividend payouts or engaging in an unexpectedly large
debt-financed acquisition), which sustains adjusted leverage above
6.5x with no clear prospects of recovery; or
-- Any combination of the above or other factors result in the
company's liquidity becoming constrained.
S&P sees the likelihood of an upgrade within the next 12 months as
remote, because it does not believe the company's financial
policies would support it.
For modestly higher ratings:
-- J.F. Lehman's (or any financial sponsor's) control of the
company would need to diminish to, and remain below, less than
40%;
-- NorthStar would need to maintain adjusted debt leverage below
4.5x on a sustained basis;
-- The company must exhibit a record of abiding by conservative
financial policies with a low risk of re-leveraging; and
-- The company must reduce the potential for volatility in
earnings and cash flows.
OMNIQ CORP: Gets 10-Year Contract for AI Based Machine Vision
-------------------------------------------------------------
omniQ Corp has received a 10-year contract from La Sierra
University to deploy its PERCS (Permitting, Enforcement, Revenue
and Collection) software for campus parking management. The
contract includes an upgrade to OMNIQ's new eCite Pro LPR system,
enabling license plate digital chalking for time-based parking
enforcement.
In addition, the university has entered into a Gold Service Level
Agreement (SLA) with omniQ to provide 24/7/365 support coverage.
The agreement provides terms for remote, onsite, upgrade, warranty,
maintenance, and hardware replacement throughout the term.
The PERCS solution includes virtual permits, mobile enforcement,
and gated access control with fixed license plate reading (LPR)
along with Citation and Payment Card Industry (PCI) compliant
payment collections with online adjudication. The solution also
includes an expansion of fixed lane AI/machine vision technology at
entry and exit lanes.
omniQ's CEO, Shai Lustgarten stated, "The momentum continues,
following our recent announcements regarding our AI based projects
for a foreign Department of Defense HQ, terror prevention in a
sensitive zone outside of the US, a top ranked Medical Center,
Georgia State University, the City of Watkinsville and various
communities in Florida and California. We are pleased to enter
into a 10-year agreement with La Sierra University to provide our
AI based PERCS software, streamline campus parking management and
provide for around the clock support. La Sierra has been an early
adopter of our Permitting and Enforcement solutions We are pleased
to enter into this next phase of elevated partnership with La
Sierra using our latest technologies."
Chief Douglas Nophsker at La Sierra University commented, "We
appreciate our partnership with OMNIQ. We look forward to seeing
the possibilities that their newest technology has to offer our
university. OMNIQ has worked hard to make sure that this is the
best system possible for our campus. Their service team has been
outstanding!"
About omniQ Corp.
Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) --
http://www.omniq.com-- provides computerized and machine vision
image processing solutions that use patented and proprietary AI
technology to deliver data collection, real time surveillance and
monitoring for supply chain management, homeland security, public
safety, traffic & parking management and access control
applications. The technology and services provided by the Company
help clients move people, assets and data safely and securely
through airports, warehouses, schools, national borders, and many
other applications and environments.
Omniq Corp. reported a net loss attributable to common stockholders
of $11.31 million for the year ended Dec. 31, 2020, compared to a
net loss attributable to common stockholders of $5.31 million for
the year ended Dec. 31, 2019. As of June 30, 2021, the Company had
$35.86 million in total assets, $44.50 million in total
liabilities, and a total stockholders' deficit of $8.64 million.
Salt Lake City, Utah-based Haynie & Company, the Company's
auditorsince 2019, issued a "going concern" qualification in its
report dated March 31, 2021, citing that the Company has a deficit
in stockholders' equity, and has sustained recurring losses from
operations. This raises substantial doubt about the Company's
ability to continue as a going concern.
ORYX MIDSTREAM: S&P Assigns 'BB-' ICR, Outlook Stable
-----------------------------------------------------
S&P global Ratings assigned its 'BB-' issuer credit rating to Oryx
Midstream Services Permian Basin LLC (OMSPB). The outlook is
stable.
S&P said, "At the same time, we assigned our 'BB-' issue-level
rating and '3' recovery rating to the company's new senior secured
term loan B. The '3' recovery rating indicates our expectation of
meaningful (50%-70%; rounded estimate: 60%) recovery in the event
of a payment default.
"The stable outlook reflects our expected EBITDA interest coverage
ratio of 3.5x-4.5x in 2022 and 2023 along with increasing
distributions from the investee, Plains Oryx Permian Basin LLC
(Plains Oryx).
"Our 'BB-' issuer credit rating on OMSPB is based on the
differentiated credit quality between the company and investee
Plains Oryx Basin. In July 2021, Plains All American and Oryx
Midstream Holdings announced the merger of their respective crude
oil gathering and transportation businesses in the Permian Basin.
Plains All American will have a 65% controlling interest of the
joint venture, Plains Oryx, while OMSPB will retain the remaining
35% noncontrolling interest.
"OMSPB relies on the distributions from the joint venture, its only
substantive asset, to service its $1.5 billion term loan B due in
2028. As a result, we rate OMSPB under our noncontrolling equity
interest criteria and our view on OMSPB's credit profile
incorporates its financial ratios, Plains Oryx's cash flow
stability, ability to influence Plains Oryx's financial policy, and
OMSPB's ability to liquidate its investment to repay the term loan.
We expect the joint venture will remain debt free."
Plains Oryx's large scale and scope, strong contract profile, and
relatively low capital expenditures (capex) given that the system
is built out underpin our positive assessment of its cash flow
stability. With pro forma EBITDA of about $900 million in 2022 and
expected throughput of 2,100 thousand barrels per day, Plains Oryx
is one of the largest midstream companies in the U.S. Its revenue
is 100% fee-based with no direct commodity price exposure. Its
customer portfolio consists of 85 producers, of which about 60% are
investment-grade. Also, most of Plains Oryx's capex is directly
related to new well connects, which correlates with future
throughput volumes and EBITDA growth. However, the lack of minimum
volume commitments in contract portfolio may expose Plains Oryx to
volumetric risk when commodity prices are volatile. S&P also
believes Plains Oryx has an incentive to maintain consistent or
increase distributions to both owners because Plains All American
is a master limited partnership that relies on cash flows from the
joint venture to pay its distributions and maintain its valuation.
S&P said, "We assess OMSPB's corporate governance and financial
policy as positive, which reflects its significant governance
rights over Plains Oryx. The joint venture is required to
distribute its available cash, defined as EBITDA net of total minor
capital expenditures (capital projects that cost under $10 million)
and working capital investments, to OMSPB and Plains All American.
"In our view, OMSPB's credit profile benefits from the tiered
distribution system that provides certain downside protection via
priority rights to the company. As such, OMSPB will receive 50% of
first-tier available cash up to $300 million per year, 0% of
second-tier cash up to $428 million, 35% of third-tier cash up to
$815 million, and 30% of cash above that amount. While OMSPB has an
option to convert into a regular 35% share of distributions at any
time, unanimous board of directors consent is required to change
other aspects of the distributions policy or the definition of
available cash.
"We forecast distributions from Plains Oryx to OMSPB of $240
million-$300 million in 2022 and 2023, resulting in debt to EBITDA
of 6x in 2022 and 4.75x in 2023 as it receives more cash and
reduces its debt via an excess cash sweep and annual amortization.
We expect EBITDA interest coverage of about 3.5x in 2022, improving
to 4.5x in the following year. These projections result in a
neutral assessment of the financial ratios.
"Given the private ownership of Plains Oryx, we think OMSPB might
have difficulty liquidating its investment in the joint venture.
This results in a negative assessment of the company's ability to
liquidate its investment.
"The stable outlook on OMSPB reflects our expected EBITDA interest
coverage ratio of 3.5x-4.5x in 2022 and 2023. We also anticipate
leverage of about 6x in 2022 and 4.75x in 2023 as the company
receives increasing distributions from Plains Oryx and reduces its
debt via an excess cash sweep."
S&P could take a negative rating action on OMSPB if:
-- Lower than expected distributions from Plains Oryx reduce
EBITDA interest coverage below 3x. This could happen if the
throughput volumes in Plains Oryx's system decline due to a
potential commodity market volatility or Plains Oryx fails to
realize synergies from the merger; or
-- S&P takes a negative rating action on Plains All American.
Although unlikely in the near term, it could consider a positive
rating action on OMSPB if we upgrade Plains All American.
S&P could consider a positive rating action on Plains if:
-- It maintains adjusted debt to EBITDA between 3.5x and 4x
without considering cash flows from the supply and logistics
segment; or
-- It maintains leverage below 4x through a commodity downturn or
pricing pressure in the pipeline segment due to intense
competition.
POST OAK TX: Amends Cash Collateral Order for Cost Adjustment
-------------------------------------------------------------
Since the entry of the First Interim Order authorizing Post Oak TX,
LLC to use cash collateral, the Debtor has determined it has
additional cash needs beyond what was included in the preliminary
budget.
After consultation with its manager, Hilton Management, LLC, the
Debtor has determined that it needed additional cash, as follows:
* approximately $91,000 to pay certain pre-petition amounts
owing to critical vendors;
* approximately $80,000 for deposits or other security to
provide adequate assurance to utility providers; and
* approximately $55,000 to pay for cost of additional
post-petition goods and services associated with increased
occupancy at its hotel, the Hilton Houston Post Oak Hotel in
Houston, Texas.
The Debtor also learned that its Lender -- RSS JPMBB2015-C25 - TX
Pot, LLC d/b/a Rialto Capital Advisors, LLC -- paid approximately
$96,000 to the ground lessor for the September 1, 2021 quarterly
rent for the Debtor's ground lease. The First Interim Cash
Collateral Order should also be amended to remove that amount from
the preliminary budget.
Accordingly, the Debtor asked the U.S. Bankruptcy Court for the
Southern District of Florida to amend the First Interim Cash
Collateral Order to effect the necessary adjustments to the budget
for the interim period from September 1 until September 29, 2021.
The Debtor proposed to provide the same adequate protection as
provided in the First Interim Order, without prejudice to the
Lender seeking additional forms of adequate protection.
In addition, the Debtor asked that it be allowed variances of up to
10% with any line item in the budget; and that it may be permitted,
with the Lender's written consent, to amend the budget without
seeking Court approval of the revised budget, in the event of
swings beyond the permitted 10% variance in the cash requirement
tied to hotel occupancy.
A copy of the motion is available at https://bit.ly/3nCteax from
PacerMonitor.com at no charge.
Counsel for Lender, RSS JPMBB2015-C25 - TX Pot, LLC d/b/a Rialto
Capital Advisors, LLC:
Sean B. Davis, Esq.
Winstead PC
600 Travis Street, Suite 5200
Houston, TX 77002
Telephone: (713) 650-8400
Facsimile: (713) 650-2400
Email: sbdavis@winstead.com
About Post Oak TX, LLC
Post Oak TX, LLC is part of the traveler accommodation industry.
It owns the Hilton Houston Post Oak Hotel located in Houston,
Texas. On August 31, 2021, the Debtor sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No.
21-18563). In the petition signed by E. Llywd Ecclestone, Jr.,
president of General Partner of Member, the Debtor disclosed up to
$100 million in both assets and liabilities.
Judge Erik P. Kimball oversees the case.
Andrew Zaron, Esq. at Leon Cosgrove, LLP, is the Debtor's counsel.
Kapilamukamal, LLP is the Debtor's financial advisor.
Winstead PC represents Lender, RSS JPMBB2015-C25 - TX Pot, LLC
d/b/a Rialto Capital Advisors, LLC.
POTOMAC CONSTRUCTION: Nov. 3 Plan & Disclosure Hearing Set
----------------------------------------------------------
Judge Elizabeth L. Gunn has ordered that the hearing on the Joint
Plan of Liquidation Combined with Disclosure Statement of Potomac
Construction 1522 Rhode Island, LLC will be held on November 3,
2021, at 1:00 p.m., in Courtroom No. 1, United States Courthouse,
333 Constitution Avenue, N.W., Washington, D.C. 20001.
A copy of the order dated September 14, 2021, is available at
https://bit.ly/3lvxSog from PacerMonitor.com at no charge.
Counsel to the Debtor:
Seth W. Diamond, Esq.
The Diamond Law Group, LLC
One Research Court, Suite 450
Rockville, MD 20850
Telephone: (301) 565-5258
Facsimile: (301) 710-6555
Email: seth@thediamondlawgroup.com
About Potomac Construction 1522 Rhode Island
Washington, DC-based Potomac Construction 1522 Rhode Island, LLC
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D.D.C. Case No. 21-00153) on May 30, 2021.
Eric Hirshfield, the managing member, signed the petition. In the
petition, the Debtor disclosed $1 million to $10 million in both
assets and liabilities. Judge Elizabeth L. Gunn oversees the case.
The Diamond Law Group, LLC, led by Seth W. Diamond, Esq., serves as
the Debtor's counsel.
PRA GROUP: Moody's Rates New $300MM Unsecured Notes 'Ba2'
---------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to PRA Group,
INC.'s proposed new senior unsecured note in the amount of $300
million and maturity of 8 years. In the same rating action, Moody's
affirmed PRA's corporate family rating of Ba1 and its senior
unsecured debt rating of Ba2. The outlook remains stable.
Moody's expects PRA's new 8-year $300 million senior unsecured
notes to be pari passu with the existing 2025 $300 million senior
unsecured notes, currently rated Ba2. PRA will likely use the
proceeds from the new issuance to partially repay borrowings under
the North American Credit facility under which there was $348
million outstanding as of June 30, 2021.
RATINGS RATIONALE
The announced 8-year $300 million debt issuance will strengthen
PRA's liquidity and funding profile by reducing its reliance on
revolving credit facilities and by extending the average duration
of its debt maturities. At the same time, the Ba1 CFR continues to
reflect PRA's 1) historically solid profitability and strong
interest coverage; 2) relatively low Debt/EBITDA leverage; 3)
strong capitalisation; 4) relatively long track record, with more
than 20 years of operating performance; and 5) large, globally
diversified franchise. At the same time, the CFR reflects PRA's 6)
potential weakening in profitability and increase in earnings
volatility, due to the ongoing coronavirus crisis, which has
affected supply of non-performing loans in the US; as well as 7)
the current operating environment for debt purchasers, reflecting
high regulatory risk inherent to the debt collection business.
The Ba2 rating of PRA's senior unsecured notes reflects the
application of Moody's Loss Given Default for Speculative-Grade
Companies methodology and their priorities of claims and asset
coverage in the company's current liability structure.
The outlook on PRA is stable, reflecting Moody's expectations that
the company's profitability, interest coverage and leverage metrics
will remain strong, despite expected moderation due to the
normalization of the operating environment 12-18 months will remain
consistent with its historical performance.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
PRA's CFR could be upgraded if the company: 1) continues to
demonstrate strong financial performance, with consistently solid
profitability and improved cash flows, while maintaining low
leverage and solid capitalisation; 2) further improves its
liquidity and funding profile, as evidenced by further reduction in
its reliance on credit facilities and additional laddering of debt
maturities; 3) diversifies its geographic mix, which would reduce
its exposure to the regulatory risk in a given region; and 4)
diversifies its product offering mix to include revenue sources
from capital-light fee-based businesses; and 5) if Moody's deems
that the operating environment for debt purchasers has improved.
PRA's CFR could be downgraded in case of: 1) meaningful and
sustained deterioration in the company's profitability and cash
flows; 2) increase in leverage, on a sustained basis, to above 3x
Debt/EBITDA leverage; 3) substantial erosion in capitalisation; 4)
failure to maintain adequate committed revolving borrowing
availability, or if liquidity otherwise materially weakens; and 5)
a regulatory development in a country to which the company has
significant business exposure that would as a result significantly
impact the company's franchise.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
PURDUE PHARMA: Connecticut to Appeal Bankruptcy Plan Approval
-------------------------------------------------------------
According to the Office of Connecticut Attorney General, the state
of Connecticut will appeal the bankruptcy plan of Purdue Pharma
LP.
Attorney General William Tong filed formal notice with the United
States Bankruptcy Court in the Southern District of New York that
Connecticut will appeal a controversial and unprecedented decision
that purports to extinguish Connecticut’s claims against both
Purdue Pharma and the non-bankrupt Sackler family.
"The Sacklers are not bankrupt. We cannot allow our bankruptcy laws
to be abused and misused as a loophole for the rich and powerful to
avoid justice and accountability. This decision was an
unprecedented and unacceptable overreach by the bankruptcy court.
Connecticut has filed notice that we will appeal and will continue
to fight on behalf of the victims and families of the opioid
epidemic until we see justice," said Attorney General Tong.
Judge Robert Drain ruled earlier this month that he will approve a
bankruptcy plan for Purdue Pharma that grants a lifetime legal
shield to the Sackler family for civil opioid-related claims.
Purdue's bankruptcy plan requires the Sackler family to pay $4.3
billion- though they are worth multiple times that amount- over
nine years to help abate the opioid crisis they fueled. By the time
they are finished paying this settlement, the Sacklers will be
wealthier than they were when they started.
Attorney General Tong joined eight other attorneys general filing
objections in the U.S. Bankruptcy Court for the Southern District
of New York. The objections note that the Sackler family made at
least $11 billion in profits from producing and deceptively
marketing OxyContin, a major driver in the rise of the opioid
crisis and, importantly, the Sacker family is not bankrupt or even
claiming bankruptcy. The crisis has cost the nation millions of
lives and more than $2 trillion in damage.
Attorney General Tong testified before the House Judiciary
Subcommittee on Antitrust, Commercial, and Administrative Law in
July in support of bankruptcy reform.
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.
PURDUE PHARMA: DOJ Seeks to Pause Approved Sacklers Deal
--------------------------------------------------------
Jonathan Randles of The Wall Street Journal reports the Justice
Department, continuing its fight against a roughly $4.5 billion
settlement that will shield the family who owns OxyContin maker
Purdue Pharma LP from opioid lawsuits, is seeking to pause the deal
until after federal appeals courts have weighed in on the
agreement.
U.S. Trustee William Harrington, who is part of the Justice
Department unit monitoring the nation’s bankruptcy courts, said
in a Wednesday court filing that U.S. Bankruptcy Judge Robert Drain
was wrong to approve the settlement earlier this month and said his
ruling authorizing the deal between Purdue and its Sackler family
owners will likely be overturned by a higher court.
The Justice Department challenge represents the next stage in the
fight over the settlement, which will likely move to an influential
federal appeals court that oversees bankruptcy courts in New York,
where Purdue filed for chapter 11. Mr. Harrington is joining
attorneys general in Washington, Connecticut, Maryland and the
District of Columbia who have said they also intend to challenge
the settlement in the higher courts.
Mr. Harrington is advancing several legal arguments to overturn the
deal, including that the settlement is unconstitutional because it
effectively deprives people of their right to take the Sacklers to
court. Legal claims citizens might hold against the Sacklers are a
form of property that the settlement cannot take away without
providing them their day in court, which is protected by the
constitution, Mr. Harrington said.
If upheld on appeal, legal releases granted to members of the
Sackler family will protect them from civil litigation that could
be brought by private citizens or state authorities, regardless of
whether they agreed to the settlement.
"The Sackler family's attempt to hold [Purdue's] reorganization
hostage unless the non-debtor releases are imposed does not justify
taking third parties’ property...without their consent, adequate
notice, or any opportunity to be heard," Mr. Harrington said.
Purdue and committees representing opioid victims have said the
settlement, while imperfect, is the best deal possible and provides
victims with more compensation than they would otherwise get if
they moved ahead with a normal lawsuit that would face significant
hurdles and take years to litigate.
Members of the Sackler family have denied wrongdoing and said that
the releases are fair compensation in exchange for the roughly $4.5
billion the family is providing and that they hope the deal will
provide assistance to people and communities in need.
Judge Drain defended his decision to approve the settlement during
a court hearing earlier this week, saying his ruling is supported
by legal precedent promulgated by the federal appeals court
covering New York.
The settlement had broad support, was thoughtfully negotiated and
only resolves civil claims for money against the Sacklers and
doesn’t protect the family from hypothetical criminal liability
state authorities could pursue in the future, Judge Drain said.
Individuals injured by opioids also had an opportunity to vote on
Purdue's bankruptcy plan, which was approved after a multi-week
trial.
"I did not become a judge to get things wrong," Judge Drain said
during the hearing Monday. "I've tried as hard as I can throughout
my 28-year career to get things right."
Purdue pleaded guilty last year to three federal felonies over its
marketing and selling of OxyContin, its flagship opioid painkiller.
The Sacklers last year separately settled with the Justice
Department for $225 million as part of a civil settlement without
admitting any liability.
The constitutional challenges raised by the Justice Department
could force the Second U.S. Circuit Court of Appeals to consider
the application of nonconsensual releases provided to the Sacklers
in exchange for billions of dollars, paid over time, that will fund
opioid abatement programs.
Federal appeals courts are split over nonconsensual third-party
releases like the ones granted to the Sacklers, but they have been
authorized by the Second Circuit in early bankruptcy cases. Federal
and state authorities challenging the Purdue settlement, however,
are likely to make new legal arguments in their appeals or argue
that the types of releases provided to the Sacklers provides them a
breadth of legal protection that exceeds what federal appeals
courts have allowed in earlier cases.
The appellate courts might also be forced to consider the limits of
bankruptcy judges' power. Mr. Harrington is arguing that Judge
Drain lacks the constitutional authority to extinguish legal claims
against the Sacklers, who aren’t in bankruptcy, that are based on
state laws. Unlike other federal judges who are nominated by the
president and confirmed by the U.S. Senate to serve lifetime terms,
bankruptcy judges are appointed to their roles by appellate judges
to serve 14-year terms.
Mr. Harrington has asked Judge Drain to pause the settlement in
order to protect the Justice Department's appeal.
Bankruptcy settlements are rarely overturned by higher courts. In
general, appellate judges avoid overturning bankruptcy plans after
they have gone into effect and money has been distributed to
creditors. Although Judge Drain has approved the deal, Purdue has
said it will likely take weeks before the deal or its larger
restructuring plan will go into effect.
The company that emerges from Purdue’s bankruptcy will be named
Knoa Pharma and will have no ties to the Sacklers. Purdue filed for
chapter 11 in September 2019 amid an onslaught of opioid lawsuits,
using the breathing space afforded in bankruptcy to build support
for the settlement and restructuring plan.
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.
PURDUE PHARMA: U.S. Trustee Will Appeal Sackler Releases
--------------------------------------------------------
Rick Archer of Law360 reports that the U.S. Trustee's Office has
told a New York bankruptcy judge it will appeal his order approving
Purdue Pharma's Chapter 11 plan, saying the plan's liability
releases for Purdue's Sackler family now-former owners go beyond
the law and undermine confidence in the system.
The office filed a notice of appeal of the plan confirmation
Tuesday alongside an argument that U.S. Bankruptcy Judge Robert
Drain should stay enforcement of his confirmation order, saying its
appellate arguments are likely to succeed and that allowing the
plan to proceed would do immediate harm.
"This likelihood of success on appeal must be considered together
with the significant and irreparable harm that would result from
denying a stay. The Confirmation Order harms both the public and
countless individuals by extinguishing the rights that opioid
victims hold against possibly thousands of Sackler Family members
and associated parties, all of whom will be released without a full
accounting of their role in and liability for the opioid disaster
in a court of law in which their victims are entitled to be heard.
Absent a stay, the non-debtor opioid victims will be irreparably
harmed by having their causes of action against the non-debtor
Sackler Family and others extinguished by the bankruptcy court in
the Debtors' cases without the victims' knowing and informed
consent, without constitutionally adequate notice, and without the
releasees themselves filing for bankruptcy. Moreover, if a stay is
denied, appellees may attempt to evade appellate review altogether
by arguing that the appeal has become equitably moot. Although the
United States Trustee does not believe the equitable-mootness
doctrine would apply, if meaningful appellate review of the
Confirmation Order -- which exceeds the adjustment of the Debtors'
relationship with their creditors and falls outside the Code -- is
undermined by the denial of a stay pending appeal, public
confidence in the bankruptcy system may be irredeemably shaken,"
the U.S. Trustee said in its motion for a stay of the Plan
Confirmation Order pending appeal.
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 to Tap Larson & Zirzow as Bankruptcy Counsel
-----------------------------------------------------------------
Recon Medical, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Nevada to hire Larson & Zirzow, LLC to serve as
legal counsel in its Chapter 11 case.
The firm's services include:
(a) preparing legal papers;
(b) taking all necessary actions in connection with a sale or
a plan of reorganization;
(c) protecting and preserving the Debtor's estate; and
(d) performing all other legal services for the Debtor.
Matthew Zirzow, Esq., and Patricia Huelsman, the principal attorney
and paralegal anticipated to work on this matter, will be
compensated at their hourly rates of $550 and $220, respectively.
In addition, the firm will seek reimbursement for expenses
incurred.
Mr. Zirzow disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Zachariah Larson, Esq.
Matthew C. Zirzow, Esq.
Larson & Zirzow, LLC
850 E. Bonneville Ave.
Las Vegas, NV 89101
Telephone: (702) 382-1170
Facsimile: (702) 382-1169
Email: zlarson@lzlawnv.com
mzirzow@lzlawnv.com
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, Calif. It 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 Bankruptcy
Code (Bankr. D. Nev. Case No. 21-14382) on Sept. 3, 2021, listing
as much as $500,000 in both assets and liabilities. Derek Parsons,
chief executive officer, signed the petition.
Larson and Zirzow, LLC and Denko & Bustamante, LLP serve as the
Debtor's bankruptcy counsel and special counsel, respectively.
RIVERBED PARENT: S&P Downgrades ICR to 'CCC', On Watch Negative
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Riverbed
Parent Inc. to 'CCC' from 'CCC+', its issue-level rating on its
first-lien term loans to 'CCC+' from 'B-', and its issue-level
rating on its senior unsecured notes to 'CC' from 'CCC-'. S&P's '2'
recovery rating on the first-lien term loans and '6' recovery
rating on the senior unsecured notes remain unchanged.
S&P placed its 'CCC' issuer credit rating on CreditWatch with
negative implications.
The CreditWatch negative placement indicates the heightened risk
for additional downgrades if it becomes increasingly likely that
Riverbed will face a payment default or undertake a refinancing or
restructuring transaction S&P considers distressed.
These rating actions reflects the mounting risk that Riverbed will
default on its upcoming $77 million term loan B maturity in April
2022 given its continued poor performance through the second
quarter of fiscal year 2021.
Riverbed's operating performance remains weak.
Through the first half of fiscal year 2021, Riverbed's revenue
declined by 15.6% (or $51.7 million) relative to the same period a
year earlier. This decline comprised a 9.1% (or $8.5 million) fall
in its product revenue and a 19.3% (or $44.4 million) drop in its
support and services revenue, which were somewhat offset by an
18.9% increase (or $1.3 million) in its Cloud services revenue. The
company's profitability also declined due to a contraction in its
gross margins (for both its product and support and services
segments) and increased sales and marketing expenses related to its
higher marketing program and personnel-related costs. Given its
shrinking profitability and deferred revenue balances, the company
generated -$28.7 million of free cash flow, which was a sharp
decline relative to the $19 million of positive free cash flow it
generated during the same period a year earlier.
Riverbed liquidity position continues to decline.
As of June 30, 2021, the company had $78.7 million of cash on its
balance sheet, which was down roughly $40.8 million from $119.5
million as of the beginning of the year primarily due to its
operating cash flow deficit. During the quarter ended June 30,
2021, Riverbed also secured a new asset-based lending (ABL)
revolving credit facility. S&P said, "We think this will help the
company mitigate its weaker cash balances over the near term.
However, because Riverbed's ability to access this facility could
diminish if the declines in its revenue and working capital assets
persist over the next few quarters, we do not view the facility as
a long-term solution for its significant liquidity needs."
The risk of a liquidity shortfall is mounting.
Despite the debt restructuring Riverbed completed at the end of
2020, it still must repay or refinance about $77 million of
principal under the non-exchanged first-lien term loan tranche by
April 2022 and about $9 million of the principal under its existing
unsecured notes by March 2023. Although the company can currently
cover the April 2022 maturity with existing liquidity, that would
leave it with little cushion to withstand further operational
pressure and operate its business while covering its mandatory debt
amortization of about $11 million per year. Given the trajectory of
its operating performance, S&P believes Riverbed could find it
challenging to reverse its current operating trends and improve its
cash flow generation. Consequently, it believes the risk of a
liquidity shortfall is increasing.
The company's ability to obtain additional capital is uncertain,
though S&P believes management is currently considering its
options.
Riverbed has disclosed in its financial statements that it is
working with its current financial sponsor Thoma Bravo to develop
potential strategies to obtain the necessary funding to repay its
2022 obligations. While this could include refinancing its existing
debt, issuing new debt, or entering into other financings, the
specifics of its plans are currently unclear. In addition, S&P is
not confident that the company could accomplish such a transaction
without leading it to view it as distressed.
The CreditWatch reflects Riverbed's diminishing liquidity position
and elevated need for additional capital to honor its $77 million
debt maturity in April 2022. Over the next 90 days, S&P could lower
its ratings on the company if it believes the likelihood of a
distressed debt restructuring or payment default has increased.
This could occur if Riverbed's operating conditions worsen,
including generating negative cash flow, or it is unable to
refinance--or obtain additional capital to address--its near-term
debt maturities.
SAGO TECHNOLOGY: Unsec. Creditors to Recover Up to 10.68% in Plan
-----------------------------------------------------------------
Sago Technology, Inc., d/b/a JAK ECIG, filed with the U.S.
Bankruptcy Court for the Northern District of Illinois a Small
Business Plan of Reorganization Under Subchapter V dated September
14, 2021.
On June 10, 2021, the Debtor commenced this proceeding by filing a
voluntary petition for relief pursuant to chapter 11 of the
Bankruptcy Code, as a small business Subchapter V debtor. On June
16, 2021, the Bankruptcy Court appointed Neema T. Varghese as the
Subchapter V trustee. The proposed Plan is a "pot" plan which does
not rely on any future income or revenue from operations.
Prepetition, in October 2020, Fontem Ventures B.V. and Fontem
Holdings 1 B.V., both organized under the laws of the Netherlands
filed a complaint with the United District Court, Northern District
of Illinois, Fontem Ventures v. Sago Tech., Case No. 20-cv06037
(the "Patent Litigation"). The Patent Litigation alleges
infringement of certain U.S. patents related to electronic vaping
devices. The Debtor filed its answer, affirmative defenses, and
counterclaims on or about January 26, 2021.
The Debtor was unable to amicably resolve the disputes related to
Fontem's complaint and proceeded with the filing of this case in
order to invoke the protections afforded by the Bankruptcy Code and
to wind down its operations.
The Fontem Claim is listed in the Debtor's Schedules in the amount
of $0 as contingent, unliquidated, and disputed. On August 13,
2021, Fontem filed its proof of claim in the amount of
$1,325,000.00 which is disputed by the Debtor. The Debtor reserves
its right to object to the proof of claim by the Claims Objection
Deadline.
The total for filed and scheduled General Unsecured Claims against
the Debtor is approximately $935,972.00. On August 13, 2021, Fontem
filed the alleged infringement claim ($1,325,000.00) with respect
to the Patent Litigation. Pending determination of any Rule 3018(a)
motion, the Fontem Claim, which is deemed a Disputed Claim, shall
not be counted for voting purposes; provided that for purposes of
voting to accept or reject the Plan, the Debtor proposes a claim
amount of $148,499.87 for the Fontem Claim. The Debtor reserves the
right to file a claim objection before the Claims Objection
Deadline.
The Plan will treat claims as follows:
* Class 1 consists of Other Priority Claims. Each holder of
the Allowed Class 1 Claim will receive payment in full in cash as
promptly as reasonably practicable on the later of (A) the
Effective Date and (B) the date on which such Other Priority Claim
becomes an Allowed Claim payable under applicable law or any
agreement relating thereto. Class 1 is unimpaired under the Plan.
* Class 2 consists of the SBA Secured Claim. The holder of the
Allowed Class 2 Claim will receive for its Allowed Claim: (i) sale
proceeds from remaining Inventory Items in the event sold prior to
the Effective Date, or (ii) relief from the automatic stay to
repossess, in the SBA's discretion, the Inventory Items
constituting collateral for such Claim by the Effective Date. The
balance of the SBA Loan or any unpaid amount shall be re classified
as a General Unsecured Claim to be paid as a Class 6 General
Unsecured Claim. Class 2 is impaired under the Plan.
* Class 3 consists of the Product Liability Claim. The holder
of the Allowed Class 3 Claim shall receive relief from the
automatic stay to proceed with the pending litigation, and may
collect payment from the insurance carrier, Lloyd's, if applicable.
Class 3 is impaired under the Plan.
* Class 4 consists of General Unsecured Claims. Each holder of
the Allowed Class 4 Claim shall receive a pro rata share in cash
distribution from the Remaining Funds. The holder of an Allowed
Class 4 Claim may receive such other less favorable treatment as
may be agreed upon by such holder and the Debtor. Class 4 is
impaired under the Plan.
* The holder of Class 5 Interest will receive nothing on
account of such Interest in the Debtor. On the Effective Date, all
Interests shall be cancelled, extinguished, and discharged. Class 5
is impaired under the Plan.
General Unsecured Claims have 10.68% potential recovery without the
SBA loan deficiency, Fontem Claim, and the Product Liability Claim.
General Unsecured Claims shall recover 8.06% with both SBA Claim
and reduced potential Fontem Claim, and 4.14% with both SBA Claim
and the Fontem Claim as filed.
This Plan will be funded with (i) available cash as of the
Effective Date, (ii) certain Contribution Amount to pay
Professional Fee Claim of the Debtor's counsel, (iii) sale
proceeds, if any, from remaining Inventory Items for distribution
related to the SBA Claim, and (iv) liability insurance coverage, if
any and to the extent applicable, with respect to Product Liability
Claim.
A full-text copy of the Subchapter V Plan dated September 14, 2021,
is available at https://bit.ly/3ExaZta from PacerMonitor.com at no
charge.
Counsel for the Debtor:
Phillip J. Block (BAR #6292407)
Macken Toussaint
Alan L. Braunstein, Esq.
Riemer & Braunstein LLP
100 Cambridge Street
Boston, MA 02114
Tel: (617) 523-9000
Fax: (617) 880-3456
E-mail: pblock@riemerlaw.com
abraunstein@riemerlaw.com
mtoussaint@riemerlaw.com
About Sago Technology
Sago Technology, Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
21-07313) on June 10, 2021. At the time of filing, the Debtor
estimated $50,001 to $100,000 in assets and $500,001 to $1 million
in liabilities. Judge A Benjamin Goldgar presides over the case.
Phillip J. Block, Esq., at Riemer & Braunstein LLP, represents the
Debtor as legal counsel.
SILVER PLAZA: Seeks Cash Collateral Access
------------------------------------------
Silver Plaza, LLLP asks the U.S. Bankruptcy Court for the Western
District of Washington, Seattle, for authority to use the cash
collateral of Snohomish County Treasurer, WADOT Capital, Inc., and
Tapson, LLC.
The Debtor was founded in 2015, by Rongfang Chan (99% Limited
Partner and managing partner) and Washington Regional Center
Management, LLC (1% General Partner). Ms. Chan quit claimed
commercial property located at 10521 19th Ave SE, Everett, WA
98208, which she had originally purchased as her sole and separate
estate to Silver Plaza, LLLP, on December 3, 2015. Since the
property transferred to the Debtor, it has been developed a
two-story, multi-tenant 13,896 sq. ft. building for commercial
(office/retail) use. The Certificate of Completion was issued by
the City of Everett on May 4, 2020, with the Building Shell having
been inspected and approved as complying with the building code.
Ms. Chan remains the managing partner responsible for the
day-to-day operations of the Debtor. The Debtor has no employees
and thus no payroll. This building currently has three tenants.
In order of their priority rank, these lenders are secured on any
rents received by the Debtor from the commercial property located
at 10521 19th Ave SE, Everett, WA 98208:
Creditor Amount
-------- ------
Snohomish County Treasurer $65,851.25
– Tax Lien
WADOT Capital, Inc. $2,658,750.06
Tapson, LLC $376,250.00
The Debtor asserts the parties are fully secured, as the Debtor
estimates the total value of the real property is in excess of
$4,000,000. While the tax lien is statutory, the two other secured
lenders have assignment of rent clauses within their Deeds of
Trust, which are properly recorded with the Snohomish County
Recorder's Office. The Debtor believes any rent it receives may be
construed to be the cash collateral of these three creditors.
The Debtor acknowledges there are several materialmen's liens that
have been filed against its property, as well as a levy and writ of
attachment in favor of Yi Qiao, Ambleside Holdings USA, Inc., and
De Xiang Holding Ltd, stemming from prepetition litigation in King
County.
The Debtor disputes the materialmen's liens; the Debtor paid the
general contractor, but the general contractor failed to pay its
subcontractors, resulting in these liens. This remains an ongoing
situation and the Debtor is unable at this time to ascertain their
legitimacy and whether they must be paid in the sale, but it is
continuing to investigate. The levy and writ of attachment stem
from a commercial dispute with an investor in several of Ms. Chan's
other business enterprises. The writ extends to the sale proceeds,
but as with the materialmen's liens, there is no attachment to any
rents received by the Debtor in the interim. Accordingly, any rents
received by the Debtor would not be the cash collateral of these
creditors.
The Debtor will be pursuing a sale of their real estate. Assuming
the property is sold within six months, 1688 Management and 5 Alarm
Technology's fees for their post-petition services will be less
than $3,500 total, which can be paid as administrative expense
claims upon the sale of the commercial real property.
The Debtor intends to hire real estate brokers Sun Choy and Tim
Chin with Kidder Mathews' Bellevue office to market and sell this
property. The Debtor intends to have the property listed as soon as
possible, and the Debtor will file a separate application for these
brokers to be employed shortly. The Debtor believes the property
will receive offers consistent with its valuation of $4,000,000, if
not greater. When a satisfactory offer has been accepted, it will
be noted for sale and will include a breakdown of these expenses.
The Debtor asserts the secured parties entitled to cash collateral
are adequately protected by the equity cushion in the real
property.
In exchange for use of cash collateral, the Debtor proposes to
grant the secured parties -- to the extent they are properly
perfected -- replacement liens on new rents, as well as
continuation of their existing liens on the real property, to
ensure it is adequately protected.
A copy of the motion is available at https://bit.ly/3zdHt88 from
PacerMonitor.com.
About Silver Plaza
Silver Plaza, LLLP owns a commercial property in Everett,
Washington. It filed a petition for Chapter 11 protection (Bankr.
W.D. Wash. Case No. 21-11592) on Aug. 19, 2021, listing $4,023,261
in assets and $6,556,398 in liabilities. Rongfang Chan, as
managing partner, signed the petition.
Judge Marc Barreca oversees the case.
The Debtor tapped Vortman & Feinstein as legal counsel.
SOAS LLC: May Use Cash Collateral Through October 31
----------------------------------------------------
Judge Marc Barreca of the U.S. Bankruptcy Court for the Western
District of Washington authorized Soas, LLC to use cash collateral
through October 31, 2021, on an interim basis, pursuant to the
budget, in order to fund its current operations.
The budget provided for the following total expenses:
$371,198 for September 2021;
$383,890 for October 2021;
$367,069 for November 2021; and
$348,216 for December 2021.
As adequate protection for the Debtor's use of the cash collateral,
lender Live Oak Banking Company is granted a valid and perfected
security interests and liens in all of the Debtor's personal
property, in the same priority as existed before the Petition
Date.
The Debtor shall make adequate protection payments to the Lender,
as follows: (i) $10,000 not later than September 16, 2021; (ii)
$10,000 not later than October 1, 2021; and (iii) $10,000 not later
than October 15, 2021.
Moreover, the Debtor is authorized to grant the Junior Lienholders
-- Steven Oliva; Hi-School Pharmacy Services; McKesson Corporation;
and Cardinal Health 110 LLC -- a valid and automatically perfected
replacement lien and security interest in all of its post-petition
assets.
A copy of the agreed order is available for free at
https://bit.ly/3CgdYUV from PacerMonitor.com.
A further interim hearing on the use of cash collateral will be
held on October 21, 2021 at 9:30 a.m. Objections must be filed no
later than 12 p.m. on October 14.
Counsel for Live Oak Banking Company, lender:
Michael H. Hekman, Esq.
Garlington Lohn Robinson
350 Ryman Street
Missoula, MT 59802
Telephone: 406-523-2500
Facsimile: 406-523-2595
About Soas, LLC
Soas, LLC, which conducts business under the name Island Drug, is a
long-term care pharmacy in Oak Harbor, Wash. It dispenses
medicinal preparations delivered to patients residing within an
intermediate or skilled nursing facility, including intermediate
care facilities for mentally retarded, hospice, assisted living
facilities, group homes, and other forms of congregate living
arrangements.
Soas LLC sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Wash. Case No. 19-10928) on March 18, 2019. At the
time of filing, the Debtor estimated assets and liabilities of
between $1 million and $10 million.
The case is assigned to Judge Marc Barreca.
The Tracy Law Group PLLC is the Debtor's legal counsel. No
official committee of unsecured creditors has been appointed in the
case.
SONICWALL HOLDINGS: Moody's Affirms 'B3' CFR on Dividend Recap
--------------------------------------------------------------
Moody's Investors Service affirmed SonicWall Holdings Limited's
existing ratings, including the B3 Corporate Family Rating and
B3-PD Probability of Default Rating. Concurrently, Moody's affirmed
SonicWall US Holdings Inc.'s (a debt issuing subsidiary of
SonicWall) B2 debt rating on the first lien credit facility and
Caa2 debt rating on the second lien credit facility. The outlook
for both SonicWall and SonicWall US Holdings Inc. remains stable.
The rating affirmation follows SonicWall's proposed issuance of
incremental first and second lien loans of $185 million and $25
million, respectively. Net proceeds from the incremental term loans
will be used with cash on hand to fund a distribution to
shareholders totaling approximately $260 million. Pro forma for the
transaction, the company's capital structure will consist of an
undrawn $50 million first lien revolving credit facility due May
2023, a $625 million first lien term loan B due May 2025, and a
$200 million second lien term loan due May 2026.
Moody's views the proposed transaction as credit negative, citing
the deterioration of key credit metrics and continued deployment of
an aggressive financial policy as chief concerns. The incremental
debt burden will elevate closing debt/EBITDA (as adjusted by
Moody's and excluding change in deferred revenue) to a very high
9.2x from 7.0x while LTM Q1 2022 FCF/Debt will erode by
approximately 240 basis points to 2.3% from 4.7%. The aggregate
increase in annual cash debt service requirements is expected to
increase by roughly $12.6 million, inclusive of the higher interest
expense and mandatory amortization requirements from a larger debt
balance and the addition of a 0.5% LIBOR floor on the $625 million
first lien term loan.
Moody's believes that SonicWall will improve its weak closing
financial metrics to levels more consistent with peers in the
broader B3 rating category by the end of FY 2023. SonicWall will
continue to benefit from the demand for cybersecurity products as
businesses grapple with network security beyond the traditional
confines of an office and risks related to cyberthreats continue to
rise. The expectation for strong revenue growth combined with
SonicWall's lean, and scalable, cost structure will drive
meaningful EBITDA growth over the next 18 months. Accordingly,
Moody's projects that debt/EBITDA and FCF/debt will approach 7.5x
and 7%, respectively, by the end of this time period.
Affirmations:
Issuer: SonicWALL Holdings Limited
Probability of Default Rating, Affirmed B3-PD
Corporate Family Rating, Affirmed B3
Issuer: SonicWall US Holdings Inc.
Senior Secured First Lien Bank Credit Facility, Affirmed B2 (LGD3)
Senior Secured Second Lien Bank Credit Facility, Affirmed Caa2
(LGD5)
Outlook Actions:
Issuer: SonicWALL Holdings Limited
Outlook, Remains Stable
Issuer: SonicWall US Holdings Inc.
Outlook, Remains Stable
RATINGS RATIONALE
SonicWall's B3 CFR reflects the company's high closing debt/Cash
EBITDA of 7.9x (as adjusted by Moody's and including the change in
deferred revenue; "debt/Cash EBITDA") and very aggressive financial
policy, underpinned by two debt funded dividends since May 2018. In
addition, SonicWall is very small in size relative to competing
enterprise firewall providers Fortinet, Palo Alto Networks, Check
Point and Cisco. At the same time, the ratings consider SonicWall's
solid market position in the unified threat management ("UTM") and
firewall markets catering to small to mid-sized businesses.
SonicWall also benefits from its large global installed base and
recurring revenue streams with 70% of total revenue being derived
from subscription and support services.
SonicWall has recently made progress to rectify the issues that
have plagued performance since spinning out from Dell. Since 2016,
SonicWall has increased investment in new product development,
improved its relationship with channel partners, and fortified its
revenue profile by prioritizing the sale of recurring subscription
services over traditional hardware and perpetual license. Moody's
projects the company's new generation 7 products and additional
distribution through new channel partners and MSSPs will lead to
organic revenue growth approaching 10% through FY 2023 before
normalizing in the mid-single digit range thereafter.
SonicWall's liquidity position over the next twelve months is
considered to be good, driven by $25 million of unrestricted cash
at close and the expectation for annual free cash flow to approach
$60 million over the next 12-18 months. The company's $50 million
revolver due May 2023 will be fully available at close. Access to
the revolver is governed by a first lien net leverage ratio
covenant of 7.5x which is only tested when 30%+ ($15+ million) is
drawn. The company's first lien net leverage ratio is expected to
be approximately 5.3x at close, and Moody's do not anticipate this
financial covenant will impede access to the full $50 commitment
through FY 2023. The company does not have material debt maturities
over the next 24 months outside of the mandatory pro forma annual
amortization of $6.3 million.
SonicWall US Holdings, Inc.'s debt instrument ratings are
determined in conjunction with Moody's Loss Given Default
Methodology and reflect average recovery across the capital
structure. The B2 rating on the first lien credit facilities, one
notch above the CFR, reflects the debt's senior position in
SonicWall's debt capital structure relative to trade payables,
operating lease obligations, and the second lien credit facilities.
The Caa2 second lien facility is two notches below the CFR driven
by its subordination to the much larger first lien facilities.
The stable outlook reflects Moody's expectation for SonicWall to
improve its weak closing credit metrics in a timely manner due to
heightened demand for cybersecurity products and its lean cost
structure. Debt/Cash EBITDA is projected to decline to
approximately 6.5x by the end of FY 2023.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if SonicWall is able to maintain high
single-digit organic revenue growth, drive debt/Cash EBITDA below
6.5x, and sustain FCF/Debt above 5%.
Ratings could be downgraded if performance were to deteriorate such
that debt/Cash EBITDA exceeds 8x or free cash flow generation turns
negative on a more than temporary basis. Furthermore, ratings could
be negatively impacted if Moody's anticipates the company's ability
to reduce actual debt/EBITDA is impeded by aggressive financial
policies.
ESG CONSIDERATIONS
As a software company, SonicWall's exposure to environmental risk
is considered low. Social risks are considered low to moderate, in
line with the software sector. Broadly, the main credit risks
stemming from social issues are linked to data security, diversity
in the workplace and access to highly skilled workers. The rating
incorporates Moody's view that as a majority sponsor-owned company,
SonicWall's financial strategy will favor shareholders and have
high financial risk tolerance. The company is owned by private
equity firm Francisco Partners and Elliot Management and does not
have an independent Board. SonicWall has executed two debt funded
shareholder distributions under current ownership, resulting in
leverage showing no material improvement since the original LBO in
May 2018.
The principal methodology used in these ratings was Software
Industry published in August 2018.
SonicWall is a provider of unified threat management and related
security software and appliances. The company, headquartered in
Milpitas, CA had adjusted revenues of approximately $362 million
for the twelve months ending July 31, 2021. SonicWall is owned by
private equity firms Francisco Partners and Elliot Management. The
company was spun off from Seahawk Holdings in May 2018. Francisco
and Elliot acquired Seahawk from Dell in November 2016.
SPHERATURE INVESTMENTS: Updates Sales Representatives Claims Pay
----------------------------------------------------------------
Spherature Investments LLC and its debtor-affiliates submitted a
Disclosure Statement for Third Amended Joint Chapter 11 Plan dated
September 14, 2021.
Class 6 Sales Representatives Claims will receive treatment based
on their selection to be a Purchaser Sales Representative. Under
the Plan, each Sales Representative has the opportunity to receive
payments under the "Sales Representatives Commission Claims Payment
Plan." Sales Representatives who receive payments under the Sales
Representatives Commission Claims Payment Plan will also receive a
Pro Rata Share of the Tier II Proceeds held by the Liquidating
Trust.
To receive payment, each Sales Representative will be required to
enter into a "Purchaser Sales Representatives Agreement" with the
Purchaser. The Purchaser will continue to operate the business and
provide opportunities for Sales Representatives to earn commissions
pursuant to the Purchaser Sales Representatives Agreement.
Additionally, the Purchaser will satisfy or pay up to 65% of each
qualifying Sales Representative's Sales Representative Commission
Claim up to a cap of $22,250,000 such payments. Aggregate Sales
Representative Commission Claims that total more than $34,230,769
will be classified as a General Unsecured Claim.
Opt-Out Sales Representative Proceeds are also included in
calculating the $22,250,000 cap. Opt-Out Sales Representative
Proceeds are proceeds paid to the Liquidating Trustee by the
Purchaser for Representatives who affirmatively select the Sales
Representative "opt-out" box on the Ballot pursuant to the Voting
Procedures, but who commence providing services as a sales
representative for the Purchaser within 6 months of the Effective
Date, and but for the Sales Representative "opt-out," would have
been entitled to receive payments pursuant to and in accordance
with the Sales Representatives Commission Claims Payment Plan.
Purchaser Paid Sales Representatives Commissions will be payable by
the Purchaser in 24 monthly payments at the rate of 5% percent of
the Purchaser's monthly Gross Sales, starting the 1st day of the
month that is at least 30 days after the Effective Date and
continue for the next twenty 23 months. The last monthly payment
shall be up to the amount necessary to pay in full each Purchaser
Sales Representative's Pro Rata Share of the Purchaser Paid Sales
Representatives Commissions; provided, however, notwithstanding any
other provision of the Plan, a Purchaser Sales Representative will
receive payments on account of his/her/its Pro Rata Share of the
Purchaser Paid Sales Representatives Commissions only if the
Purchaser Sales Representative, as of the date upon which a payment
from Purchaser on account of the Sales Representatives Commissions
is due and payable, is a qualifying Sales Representative.
To be a qualifying Sales Representative, each Sales Representative
must:
* release 65% of its/his/her Claims against the Estates and
their respective affiliates, subsidiaries, and related parties;
* retain a Claim, subject to allowance/disallowance/
recharacterization/subordination, etc., for the remaining 35%
against the Tier II Proceeds;
* agree to the Future Compensation Plan by not affirmatively
"opting out" on the Ballot from being bound to a Purchaser Sales
Representatives Agreement - i.e., a Purchaser Sales Representative
must be a NonOpt-Out Sales Representative;
* be engaged as a Purchaser Sales Representative pursuant to
an executed Purchaser Sales Representative Agreement producing
revenue from third-party sales, and not be in violation of the
Purchaser Sales Representatives Agreement; and
* be and remain an active member in good standing with Active
Status.
The Amended Plan does not alter the proposed treatment for
unsecured creditors and the equity holder:
* Holders of Class 5 General Unsecured Claims will receive a
Pro Rata Share of Distributions from Liquidating Trust Assets from
Tier I and Tier II Proceeds, as applicable.
* Existing Interests in the Debtors will be cancelled without
any distribution to the Holders of such Interests.
The Plan will be funded by the following sources of cash and
consideration: (i) Cash, including the Hyperwallet Funds, (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
pursuant to §§ 365 or 1123 of the Bankruptcy Code, 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 14,
2021, is available at https://bit.ly/3tWoFt2 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. Tex. 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.
SUMMIT FINANCIAL: Case Summary & 3 Unsecured Creditors
------------------------------------------------------
Debtor: Summit Financial, Inc.
260 New Port Center Dr.
Newport Beach, CA 92660
Chapter 11 Petition Date: September 18, 2021
Court: United States Bankruptcy Court
Central District of California
Case No.: 21-12276
Judge: Hon. Scott C. Clarkson
Debtor's Counsel: M. Doughas Flahaut, Esq.
ARENT FOX LLP
555 West Fifth Street, 48th Floor
Los Angeles, CA 90013-1065
Tel: 213-629-7400
Fax: 213-629-7401
E-mail: Douglas.Flahaut@arentfox.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Hao Tang as chief executive officer.
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/SAKFNXY/Summit_Financial_Inc__cacbke-21-12276__0001.0.pdf?mcid=tGE4TAMA
TENRGYS LLC: Case Summary & 20 Largest Unsecured Creditors
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Lead Debtor: Tenrgys, LLC
602 Crescent Place
Ridgeland, MS 39157
Business Description: Tenrgys operates as an oil and gas
exploration and production company.
Chapter 11 Petition Date: September 17, 2021
Court: United States Bankruptcy Court
Southern District of Mississippi.
Thirty-four affiliates that concurrently filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
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Tenrgys, LLC (Lead Case) 21-01515
Tellus Energy, LLC 21-01516
Top Ten Holdings, LLC 21-01517
Treetop Midstream Services, LLC 21-01518
Acadiana Mineral Owners, LLC 21-01519
BAX, LLC 21-01520
BOE, LLC 21-01521
Eutaw Ventures, LLC 21-01522
LASO, LLC 21-01523
NOMS, LLC 21-01524
North Cohay, LLC 21-01525
PCE, LLC 21-01526
RFND, LLC 21-01527
RFS, LLC 21-01528
SNPI, LLC 21-01529
South Cohay, LLC 21-01530
STP Ventures, LLC 21-01531
Tallahala Exploration, LLC 21-01532
Telpico USA, LLC 21-01533
TC Energy, LLC 21-01534
WCOA, LLC 21-01535
BGGCO, LLC 21-01537
BT Lands, LLC 21-01538
BXO Lands, LLC 21-01539
Cohay Conservation Area, LLC 21-01540
Cohay Wildlife, LLC 21-01541
Greenleaf CO2 Solutions, LLC 21-01542
Highland Colony Capital, LLC 21-01543
Leaf River Land Co, LLC 21-01544
TPCO, LLC 21-01545
Antioch Pipeline Company, LLC 21-01546
WYC Lands, LLC 21-01547
XLake Pipeline Company, LLC 21-01548
Jurassic Seismic Company 21-01549
Judge: Hon. Jamie A. Wilson
Debtors' Counsel: Christopher H. Meredith, Esq.
Glenn G. Taylor, Esq.
John H. Geary, Esq.
Alfredo R. Perez, Esq.
COPELAND, COOK, TAYLOR & BUSH P.A.
1076 Highland Colony Parkway
600 Concourse, Suite 200
Ridgeland, MS 39157
Tel: 601-427-1343
Email: cmeredith@cctb.com
gtaylor@cctb.com
jgeary@cctb.com
- and -
WEIL, GOTSHAL & MANGES LLP
Tenrgys, LLC's
Estimated Assets: $100 million to $500 million
Tenrgys, LLC's
Estimated Liabilities: $100 million to $500 million
The petitions were signed by Richard H. Mills, Jr., as manager.
A full-text copy of Tenrgys, LLC's petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/GXFWLIA/Tenrgys_LLC__mssbke-21-01515__0001.0.pdf?mcid=tGE4TAMA
List of Tenrgys, LLC's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
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1. Beacon Supply Co., Inc. Trade Debt $93
P.O. Box 968
Columbia, MS 39429
2. Cintas Corporation Trade Debt $206
No. 2
240 W Mitchell Ave
Jackson, MS 39213
3. Cintas Corporation Trade Debt $91
No. 210
P.O. Box 630921
Cincinnati, OH 45263
4. Denbury Onshore, LLC Trade Debt $127,995
P.O. Box 972621
Dallas, TX
75397-2621
5. East Mississippi Trade Debt $236
Electric Power Associat
P.O. Box 5517
Meridian, MS 39302
6. Fairleys Heat And Air Trade Debt $3,753
61 RD Hartfield Rd
Purvis, MS 39475
7. FC&E Engineering, LLC Trade Debt $536
P.O. Box 1774
Brandon, MS 39043
8. FS Energy & Power Term Loan $75,000,000
600 New Hampshire
Ave NW
Suite 1200
Washington, DC 20037
9. Hilbun Electric Trade Debt $723
Contractors, Inc
P.O. Box 582
Ellisville, MS 39437
10. Hughes Network Trade Debt $63
Systems LLC
P.O. Box 96874
Chicago, IL
60693-6874
11. J Parker Services LLC Trade Debt $5,300
P.O. Box 166
Laurel, MS 39441
12. Miller Enterprises, LLC Trade Debt $632
136 Wilson Road
Hattiesburg, MS 39402
13. Mississippi Power Trade Debt $15,000
2401 11th St
Meridian, MS 39301
14. Pearl River Valley EPA Trade Debt $469
P.O. Box 1217
Columbia, MS
39429-1217
15. Puckett Rents Trade Debt $4,431
P.O. Box 321033
Flowood, MS 39232
16. Simpson Resources, LLC Trade Debt $30,719
P.O. Box 9123
Miramar Beach, FL
32550
17. Southern Pine Trade Debt $100
Electric Power Assn
P.O. Box 60
Taylorsville, MS 39168
18. SPL Inc. Trade Debt $983
8850 Interchange
Houston, TX 77054
19. The Magna Carta Trade Debt $30,719
Group, LLC
P.O. Box 9123
Miramar Beach, FL 32550
20. Waste Management Trade Debt $115
Of Mississippi, Inc
1001 Fannin Street
Houston, TX 77002
TIDEWATER REALTY: Unsecureds to Recover 100% in Subchapter V Plan
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Tidewater Realty Investors, LLC, filed with the U.S. Bankruptcy
Court for the District of Maryland a Subchapter V Plan dated
September 14, 2021.
The Debtor is a Maryland limited liability company founded in 2018
and operates a real estate business, now consisting of 4 properties
in the Elkridge community of Howard County; specifically, 5721-25
Main Street, 5729 Main Street, 5749 Main Street, and 5753 Main
Street. The properties are partially rented and in the process of
renovation.
The Debtor was forced to file the instant bankruptcy petition to
avoid a foreclosure auction as to the 5729 Main Street property, so
that the Debtor can proceed to restructure its debts through sale
and/or refinance of its properties.
The Plan will be funded from the Sale of the Real Properties. The
Real Properties shall be listed for sale, to be sold either
individually or as an entirety. The Debtor shall have 6 months
from the Effective Date in which to market and sell the Real
Properties. In the event that the Real Properties, in whole or in
part, are not sold within the six-month period, the Debtor shall
auction off the Real Properties. Holders of Secured Claims shall
have the right to credit bid. Any sale(s) shall be subject to the
provisions of 11 U.S.C. § 363(m), which limits an objector's right
of appeal.
The value of the property to be distributed under the Plan during
the term of the Plan is not less than the Debtor's projected
disposable income for that same period. Unsecured creditors holding
allowed claims will receive distributions pro rata, which the
Debtor estimates to be 100%. The Plan also provides for the payment
of secured, administrative, and priority claims in accordance with
the Bankruptcy Code.
Except as provided in this Plan or the order confirming this Plan,
all of the property of the Estate, vests in the Debtor as of the
Effective Date free and clear of any claim or interest of any
creditor provided for by this Plan. For the avoidance of doubt, the
Holders of Allowed Secured Claims shall retain their liens until
such Secured Claims are paid in accordance with the terms of the
Plan.
Class III consists of Allowed General Unsecured Claims. This Class
has $5,000.00 total amount of claims with 100% estimated recovery.
This Class is unimpaired in Plan.
Following the sale of the Real Properties, the Equity Interests
will be deemed cancelled and extinguished.
A full-text copy of the Subchapter V Plan dated September 14, 2021,
is available at https://bit.ly/2VSuOtF from PacerMonitor.com at no
charge.
Attorneys for Debtor:
Joseph M. Selba, Esq.
Tydings & Rosenberg LLP
1 E. Pratt Street
Baltimore, MD 21202
Tel: (410) 752-9700
Email: jselba@tydingslaw.com
About Tidewater Realty Investors
Tidewater Realty Investors, LLC, a company based in Glenwood, Md.,
filed a Chapter 11 petition (Bankr. D. Md. Case No. 21-13991) on
June 16, 2021. In the petition signed by Brett Arnold, managing
member, the Debtor disclosed $1 million to $10 million in both
assets and liabilities. The Debtor tapped Tydings & Rosenberg, LLP
as its legal counsel.
Judge Nancy V. Alquist oversees the Debtor's Chapter 11 case.
Stephne Metz is the court-appointed Subchapter V trustee.
TRAXIUM LLC: CENPRAA Says Amended Plan Fatally Flawed
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CENPRAA Inc. objects to the Second Amended Disclosure and Plan of
Debtor Traxium, LLC.
CENPRAA asserts that the Second Amended Disclosure and Plan are,
for practical purposes, entirely speculative and fundamentally
doomed from the start; indeed while the new submissions purport to
'increase' the payout to unsecured creditors to "100%" that promise
is flawed because; as a threshold matter:
* The Debtor proposes a four year time period in which no
payments will be made to unsecured creditors and excepting the
speculative projections; there are no substantive assurances that
in four years the Creditors will actually start to receive
payments; or that the Debtors will even survive for another four
years.
* During that same four years, the Debtor has committed to
spend $2,600,000.00 on legal and administrative expenses; a
substantial part of which is for proposed litigation against the
"Watt/Gergen Kellum" parties and CENPRAA; the outcomes of which are
highly speculative; and can also subject Debtors to substantially
adverse offsetting claims and/or de novo claims against the assets
of the Estates.
* There is no explanation as to how the Debtors have
apparently found and budgeted $2,600,000.00 to be spent in the
first four years of the Plan to chase speculative claims against
'Watt' and CENPRAA which may or may not yield a nickel. This is one
million dollars more than the First Amended submission which
similarly proposed litigation against Watt and CENPRAA.
CENPRAA points out that the Debtor proposes that the Debtor would
re-enter the Summit County litigation as post-confirmation
assignees of the personal rights of George and Tina Schmutz; to
pursue the 'Debtors-Assignee' counterclaims against CENPRAA. This
strategy is fatally flawed because no Plan can be confirmed without
the determination of the rights of CENPRAA with respect to the
ownership of Traxium and the interests of John Carpenter; as
contested by CENPRAA III.
CENPRAA claims that again; that Debtors have not disclosed (i) the
resolution of conflicts ref. the proposed retention of Stark and
Knoll (ii) the engagement terms, contingency, hourly, mixed, (iii)
some counsel's analysis of the merits, and likelihood of success
and (iv) what prohibits CENPRAA from proceeding on its claims
against the Schmutz's in an adversary case.
CENPRAA submits that the Second Amended Disclosure and Plan as
submitted are again materially deficient and should be rejected by
the Court as such. The CENPRAA claims against the Schmutz's must be
adjudicated in an Adversary as this case cannot proceed with the
ownership of Traxium and management's authority to operate at
issue.
A full-text copy of CENPRAA's objection dated September 14, 2021,
is available at https://bit.ly/2XxxxJU from PacerMonitor.com at no
charge.
Attorney for CENPRAA LLC:
ROBERT W. McINTYRE
Dinn, Hochman & Potter, LLC
5910 Landerbrook Drive, Suite 200
Cleveland, Ohio 44124
Tel: (440) 446-1100
Fax: (440) 446-1240
E-mail: rmcintyre@dhplaw.com
About Traxium LLC
Traxium, LLC is a holding company comprised of commercial printing
and marketing businesses. The Debtors provide a complete platform
of graphic design, marketing, and printing solutions and services
consisting of print, bindery, and finishing services, mailing
services, and other products and services to customers throughout
the region and across the country.
Traxium filed its voluntary petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Ohio Case No. 20-51888) on October
16, 2020.
Affiliate, Serendipity Holdings, LLC filed a Chapter 11 petition
(Bankr. N.D. Ohio Case No. 20-51889) also on October 16.
On Oct. 20, 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, Debtor Traxium reported $4,420,019 in total
assets and $5,665,021 in total liabilities. Debtor Serendipity
Holdings disclosed $2,435,809 in total assets and $9,870,438 in
total liabilities. Debtor 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 filing.
The Honorable Alan M. Koschik oversees the cases.
Gertz & Rosen, Ltd. and Rysenia Capital Solutions, LLC serve as the
Debtors' legal counsel and restructuring advisor, respectively.
Dennis Durco of Rysenia Capital is the Debtors' operations
consultant and chief restructuring officer.
TUG INC: Seeks to Employ Purple Wave as Auctioneer
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Tug, Inc. seeks approval from the U.S. Bankruptcy Court for the
District of Kansas to hire Purple Wave, Inc. to conduct an auction
of its personal properties, including vehicles and machines.
The firm will receive a listing fee for $100 and a commission based
on the amount each item brings at auction.
As disclosed in court filings, Purple Wave does not hold an
interest adverse to the Debtor and its bankruptcy estate.
The firm can be reached through;
Robert McBride, Jr.
Purple Wave, Inc.
825 Levee Drive
Manhattan, KS 66502
Phone: 866-608-9283
Fax: 785-537-7653
Email: auction@purplewave.com
About Tug Inc.
Tug, Inc., a Wichita, Kan.-based company that conducts business
under the name Proscape, filed a Chapter 11 petition (Bankr. D.
Kan. Case No. 21-10665) on July 15, 2021, listing $339,621 in total
assets and $1,089,820 in total liabilities. Tug Inc. President
Connor Fosse signed the petition.
Judge Dale L. Somers oversees the case.
The Debtor tapped Hinkle Law Firm, LLC as legal counsel and
Westside Bookkeeping & Income Tax Service, LLC as accountant and
bookkeeper.
UPLAND POINT: U.S. Trustee Seeks to Expand PCO Reporting Period
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Patrick S. Layng, U.S. Trustee for the Western District of
Wisconsin, filed with the U.S. Bankruptcy Court for the Western
District of Wisconsin an amended motion to approve his appointment
of Heather Bruemmer as Patient Care Ombudsman for Upland Point
Corporation.
The U.S. Trustee appointed Ms. Bruemmer as PCO for the Debtor on
August 31, 2021. Ms. Bruemmer serves as the Executive Director of
the Wisconsin Board on Aging & Long-Term Care (BOALTC), which
provides advocates for long-term care consumers who reside in
nursing homes or assisted living facilities.
The U.S. Trustee disclosed that Ms. Bruemmer and BOALT have agreed
to serve as ombudsman for two assisted living facilities, unrelated
to the Debtor, that filed for bankruptcy in the Western District of
Wisconsin, and related that the BOALTC is an organization with
finite resources.
Accordingly, the U.S. Trustee asked the Court to modify Ms.
Bruemmer's appointment order to expand the amount of time between
Patient Care Ombudsman reports from 60 days to 180 days.
A copy of the motion is available for free at
https://bit.ly/3hC3qaQ from PacerMonitor.com.
About Upland Point Corporation
Upland Point Corporation, which operates six assisted living
facilities, sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Wisc. Case No. 20-12186) on Aug. 21,
2020, estimating under $1 million in both assets and liabilities.
Judge Catherine J. Furay oversees the case. Michelle A. Angell,
Esq., at Krekeler Strother, S.C., is the Debtor's legal counsel.
VERICAST CORP: Moody's Hikes CFR to Caa1 & Alters Outlook to Stable
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Moody's Investors Service upgraded Vericast Corp.'s corporate
family rating to Caa1 from Caa3. Moody's also upgraded the
company's probability of default rating to Caa1-PD from Caa3-PD and
appended a "/LD" designation reflecting the recent debt exchange
transaction which is considered a distressed exchange and therefore
a default under Moody's definition. The "/LD" designation appended
to the PDR will be removed in a few business days. Moody's also
upgraded Vericast's senior secured term loan due 2023 to Caa1 from
Caa3 and affirmed the Caa1 rating on amended and extended term loan
due 2026. The Caa3 rating on the $800 million senior secured note
due 2022 remains unchanged and will be withdrawn following a full
redemption of any remaining balance that has not been tendered. The
outlook was changed to stable from negative.
The upgrade of the corporate family rating to Caa1 from Caa3
reflects Moody's view that the company's likelihood of a default is
lower following these refinancing transactions, in particular the
extension of its debt maturities which will provide additional time
for the company to execute on its operating improvement plans.
Following the close, the next material debt maturity will be the
$53 million of the unextended term loan stub in November 2023,
followed by $1.1 billion of amended term loan due June 2026. The
upgrade also reflects recent signs of recovery in operating results
with adjusted EBITDA (as defined by the company) rising to $212
million YTD 2Q21 from $151 million for the same period last year,
although still below the pre-pandemic level. Vericast's liquidity
is adequate as the company has approximately $75 million of cash on
hand. With improved performance, Moody's expects the company to
generate positive free cash flow over the next 12-24 months.
However, Vericast remains exposed to significant business risk
stemming from the secular decline in the check and print
advertisement business, and Moody's considers leverage high given
these secular risks.
Vericast amended its existing first lien credit facility and
refinanced its capital structure in a manner that significantly
reduced near-term debt maturities and alleviated liquidity concerns
over the next 12-18 months. Specifically, Vericast repaid
approximately $258 million of the existing first lien term loan
while extending its maturity to June 2026 from November 2023 on all
but a $54 million unextended stub and exchanged its outstanding
$800 million notes due 2022 and $325 million notes due 2024 into
first lien notes due September 2027 and $439 million of second lien
secured notes due October 2027. The remaining balance on the 2022
notes has been called by the company for redemption on September
30, 2021. Moody's views the amendment of the senior secured term
loan as a distressed exchange, which is a default under Moody's
definition.
Upgrades:
Issuer: Vericast Corp.
Corporate Family Rating, Upgraded to Caa1 from Caa3
Probability of Default Rating, Upgraded to Caa1-PD/LD from
Caa3-PD
Gtd Senior Secured First Lien Bank Credit Facility, Upgraded to
Caa1 (LGD3) from Caa3 (LGD4)
Affirmations:
Issuer: Vericast Corp.
Senior Secured First Lien Bank Credit Facility, Affirmed Caa1
(LGD3)
Senior Secured Second Lien Regular Bond/Debenture, Affirmed Caa3
(LGD6)
Senior Secured First Lien Regular Bond/Debenture, Affirmed Caa1
(LGD3)
Outlook Actions:
Issuer: Vericast Corp.
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
The Caa1 corporate family rating continues to reflect Vericast's
significant level of business risk due to secular declines in both
its check and Valassis' print based advertisement, a
shareholder-friendly financial strategy and governance risks
associated with private-equity ownership. The company's high
leverage and heavy debt service costs limit financial flexibility
to effectively mitigate the structural business risks. Vericast has
limited product diversity and a concentrated customer base in the
Harland Clarke business. The ratings continue to garner support
from the company's large scale, strong relationships with its
clients and multi-year contracts varying between 2-4 years for most
of its clients, and strong market positions in the print
advertisement and check printing businesses. Management
demonstrated its ability to cut costs and grow revenues
notwithstanding the pressure from declining check volumes in the
past, which had resulted in a good track record of cash flow
generation historically. Vericast believes its focus on helping
financial institution clients grow deposit accounts creates a
value-added relationship that improves customer retention.
Check order volumes face secular pressures that Moody's believes
will continue due to the wide and growing adoption of less costly
and more convenient electronic, on-line and mobile payment
alternatives. The on-going shift to new technologies continues to
pose a threat to the check printing businesses. The Valassis
division faces pressure from the secular demand shift of
advertisers' marketing spend to internet-based / digital media
channels, as well as the ensuing pricing pressure on traditional
print-based media, that was further exacerbated by the COVID-19
outbreak. The company's digital revenue is growing but is still
small, representing less than 10% of its 2020 revenues. Moody's
does not expect the structural pressures on the company's business
to ease in the future. Any acceleration in the pace of decline in
check or print advertising revenue could exceed any growth in the
much smaller digital revenue.
Vericast's leverage, with Moody's adjusted Debt/EBITDA at 5.6x at
Q2 2021, is high, particularly in light of a business model that
faces secular pressures. Moody's projects that the company's
leverage will not change materially from its current level in 2021
but has potential to decline over the next 18 months supported by
some EBITDA and revenue recovery from the COVID-related pandemic
and continued cost reductions.
Pro-forma for the recapitalization, Moody's views Vericast
liquidity as adequate. Moody's expects that existing cash ($75
million, pro-forma for the recap), projected free cash generation
and effective availability under the proposed $250 million ABL
facility ($25 drawn at close) will provide enough liquidity to fund
capital expenditures in the $50-$60 million range, working capital,
debt amortization, and basic cash needs over the next twelve
months.
STRUCTURAL CONSIDERATIONS
The first lien senior secured note due 2026 and the first lien
secured term loans due 2023 and 2026 are rated Caa1 reflecting the
company's probability of default rating, an average expected family
recovery rate of 50% at default given the mix of first and second
lien secured debt and the particular instruments' ranking in the
capital structure. The second lien senior secured notes due 2027
are rated Caa3 reflecting their junior position in the capital
structure.
The stable outlook reflects Moody's expectation that Vericast will
conservatively manage its liquidity, generate positive free cash
flows and continue its cost reductions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if Vericast demonstrates sustained
organic revenue and EBITDA growth while improving its leverage and
maintaining good liquidity. An upgrade will also be contingent on
Vericast's ability to profitably grow its Digital Solutions segment
such that digital revenue and EBITDA growth more than offsets a
decline in the Print, Payment & Engagement segment.
Ratings could be downgraded should operating performance weaken
leading to sustained revenue declines, deteriorating liquidity or
negative free cash flow.
The principal methodology used in these ratings was Media published
in June 2021.
Headquartered in San Antonio, TX, Vericast Corp. ("Vericast") is a
provider of check and check related products, direct marketing
services and customized business and home office products. Its
Valassis division offers clients mass delivered and targeted
programs to reach consumers primarily consisting of shared mail,
newspaper and digital delivery in addition to coupon clearing and
other marketing and analytical services. The company's LTM Q2 2021
revenue was $2.6 billion. Vericast is owned by MacAndrews & Forbes
Holdings, Inc. ("MacAndrews"), a wholly owned entity controlled by
Ronald O. Perelman.
VITALITY HEALTH: Further Fine-Tunes Plan Documents
--------------------------------------------------
Vitality Health Plan of California, Inc., a California corporation,
submitted a Disclosure Statement for its Second Amended Chapter 11
Plan of Reorganization dated September 14, 2021.
Since the Petition Date, the Debtor retained Wilshire Pacific
Capital Advisors LLC as its investment banking firm. The Debtor
received and signed a term sheet with Zephyr Asset Management, LLC
("ZAM"), which provided for a purchase price of $3.2 million. On
August 12, 2021, the Debtor filed a Disclosure Statement for
Debtor's First Amended Chapter 11 Plan of Reorganization, which
attached the Debtor's First Amended Chapter 11 Plan of
Reorganization, both of which reflected ZAM as the plan co-
sponsor, subject to auction for a higher or better offer.
After having received two term sheets, including a term sheet (the
"CCA Term Sheet") submitted by the current Sponsor, CCA, containing
higher, and in the case of CCA, better offers, the Debtor
determined that it would be in the best interests of all parties to
proceed with an auction. Accordingly, on August 5, 2021, the Debtor
filed a motion for the approval of bid procedures, which was
approved by the Court.
On September 2, 2021, the Debtor conducted an auction pursuant to
and consistent with the Bid Procedures Order. The purchase price
provided in the CCA's Term Sheet represented the highest and best
offer received, and thus became the opening bid. ZAM, the only
other bidder that attended the auction, did not increase its bid.
Accordingly, based on the highest price, among other factors, the
Debtor declared CCA as the Successful Bidder.
Plan Funding:
* Reorganization Alternative. In the event the Reorganization
Conditions are satisfied and the Reorganization Alternative
consequently implicated, the Plan shall be funded by the Sponsor.
All funding set forth in this the Plan shall be funded by the
Sponsor from non-estate funds, and not from the assets of the
Debtor or the Reorganized Debtor.
-- Credit for DIP Financing. On or before the Effective Date,
the DIP Financing Credit Bid, including any accrued interest and
reasonable fees and costs shall be credited against the Equity
Investment.
-- Credit for Sponsor Deposit. On or before the Effective
Date, the Sponsor Deposit shall be credited against the Equity
Investment.
-- Cash to Creditor Trust. On or before the Effective Date:
(i) the Debtor shall wire transfer the Sponsor Deposit to the
Creditor Trust; and (ii) the Sponsor shall wire transfer to the
Creditor Trust an amount equal to the difference between $4,200,000
and the credits set forth in Sections 8.3.1.1 and 8.3.1.2 of the
Plan.
-- Executory Contract Cures. The Sponsor shall fund the
payment of all Cure Claims, if any, for leases and executor
contracts assumed, if any, pursuant to the Plan.
-- Assumption of IBNR Claims. On the Effective Date, the
Sponsor shall assume all obligations for payment of IBNR Claims.
-- Working Capital Contribution. On the Effective Date,
Sponsor shall fund the Working Capital Contribution, which is
estimated to be one million dollars ($1,000,000). This contribution
shall vest with the Reorganized Debtor and not be paid to, or
otherwise made available for, the Beneficiaries of the Creditor
Trust.
* Liquidation Alternative. In the event the Reorganization
Conditions are not satisfied and the Liquidation Alternative is
consequently implicated, all assets of the Estate shall be
transferred to the Creditor Trust to be liquidated for the benefit
of Creditors.
The Amended Plan does not alter the proposed treatment for
unsecured creditors and the equity holder:
* Each holder of an Allowed Class 3A General Unsecured Claim
shall, in full and complete satisfaction settlement, release, and
discharge of its Allowed Class 3A Claim, receive, free and clear of
any claims, liens, rights or security interests, a pro rata
beneficial interest in and distribution from the proceeds of the
Creditor Trust, which right to Distributions shall only arise if
and when First Priority Claims are paid in full. Such interests in
and distributions from the Creditor Trust shall be pro rata based
on the Allowed amount of each such Claim relative to the total
Allowed amount of Class 3A Claims and amounts reserved for Disputed
Class 3A Claims.
* The holder of an Allowed Class 3B Claim shall, in full and
complete satisfaction settlement, release, and discharge of its
Allowed Class 3B Claim, receive the following: (i) $15,000 cash
paid on the Effective Date, but only in the event the
Reorganization Alternative is consummated; (ii) an Allowed General
Unsecured Claim in the amount of $22,408.79 to be paid as a Class
3A claim pursuant to the treatment provided for such Class, unless
the Reorganization Alternative is not consummated, in which case
the Allowed General Unsecured Claim would increase to $37,408.79;
and (iii) $122,591.21 cash paid from TDC National Assurance
Company, an Oregon corporation and the Debtor's insurer, which is
anticipated to be paid prior to the Effective Date pursuant to an
order approving a compromise motion.
* Each holder of an Allowed Class 4 Interest shall receive the
following treatment on the Effective Date: (a) the Class 4 Equity
Interests shall be deemed cancelled; and (b) all of the Estate's
rights to, and interests in, the Patil Carveout Claims shall be
transferred, free and clear of all liens, claims, and interests, to
the Parent.
A full-text copy of the Disclosure Statement dated September 14,
2021, is available at https://bit.ly/3AfUz5Y from PacerMonitor.com
at no charge.
Counsel for Vitality Health Plan of California, Inc.:
Garrick A. Hollander, Esq.
Winthrop Golubow Hollander, LLP
1301 Dove Street, Suite 500
Newport Beach, CA 92660
Telephone: (949) 720-4100
Facsimile: (949) 720-4111
Email: ghollander@wghlawyers.com
About Vitality Health Plan of California
Vitality Health Plan of California, Inc. --
https://www.vitalityhp.net -- is a health insurance company in
Cerritos, California.
Vitality Health Plan of California sought Chapter 11 protection
(Bankr. C.D. Cal. Case No. 20-21041) on Dec. 18, 2020. In the
petition signed by CEO Brian Barry, the Debtor was estimated to
have assets of $1 million to $10 million and liabilities of $10
million to $50 million.
Judge Julia W. Brand oversees the case.
The Debtor tapped Winthrop Golubow Hollander, LLP, led by Garrick
A. Hollander, Esq. as legal counsel, and Crowell & Moring, LLP as
special counsel. Stretto is the claims and noticing agent.
WESTSTAR EXPLORATION: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Weststar Exploration Company
112 North Curry Street
Carson City, NV 89703
Chapter 11 Petition Date: September 17, 2021
Court: United States Bankruptcy Court
District of Nevada
Case No.: 21-50659
Judge: Hon. Natalie M. Cox
Debtor's Counsel: Stephen R. Harris, Esq.
HARRIS LAW PRACTICE LLC
6151 Lakeside Drive
Suite 2100
Reno, NV 89511
Tel: 775-786-7600
Fax: 775-786-7764
Email: steve@harrislawreno.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by William C. Gilmore as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/7KM46FQ/WESTSTAR_EXPLORATION_COMPANY__nvbke-21-50659__0001.0.pdf?mcid=tGE4TAMA
XPLORNET COMMUNICATIONS: Moody's Rates New First Lien Loans 'B2'
----------------------------------------------------------------
Moody's Investors Service affirmed Xplornet Communications Inc. B3
corporate family rating and B3-PD probability of default rating,
and assigned B2 ratings to the company's proposed senior secured
first lien revolving credit facility and senior secured first lien
term loan, and a Caa2 rating to the proposed senior secured second
lien term loan. The outlook remains stable.
Xplornet is issuing new C$1.175 billion (US$ equivalent) first lien
term loan and new C$350 million (US$ equivalent) second lien term
loan. The proceeds, together with C$52 million of new equity
contribution from Stonepeak Infrastructure Partners (the sponsor),
will be used to repay amounts outstanding under its existing term
loan and revolving credit facility, fund 3500 MHz spectrum
purchase, fund an acquisition, pay transaction fees and expenses,
and return cash to the balance sheet. Xplornet will also put in
place a new C$150 million revolving credit facility, which is
expected to be undrawn at close. The B3 ratings on the company's
existing revolving credit facility and term loan will be withdrawn
when the transaction closes.
"Xplornet's B3 CFR was affirmed because the company is expected to
maintain leverage between 6x and 7x over time in order to execute
its growth plan, including acquisitions", said Peter Adu, Moody's
Vice President and Senior Analyst.
Ratings Assigned:
Issuer: Xplornet Communications Inc.
Senior secured first lien revolving credit facility, B2 (LGD3)
Senior secured first lien term loan, B2 (LGD3)
Senior secured second lien term loan, Caa2 (LGD5)
Ratings Affirmed:
Issuer: Xplornet Communications Inc.
Corporate Family Rating, B3
Probability of Default Rating, B3-PD
Ratings Unchanged:
Issuer: Xplornet Communications Inc.
Senior secured first lien revolving credit facility, B3 (LGD3); to
be withdrawn at close
Senior secured first lien term loan, B3 (LGD3); to be withdrawn at
close
Outlook Action:
Outlook, Remains Stable
RATINGS RATIONALE
Xplornet's B3 CFR is constrained by: (1) high leverage (pro forma
adjusted Debt/EBITDA) of 7.2x for LTM Q2/2021, together with
Moody's expectation that the metric will be sustained below 7x in
the next 12 to 18 months; (2) small scale relative to peers; (3)
Moody's expectation of negative free cash flow generation due to
ongoing capital spending to build out its network and deploy
fibre-to-the-home, fixed wireless and satellite broadband
technologies; (4) increasing competition from cablecos and telcos
as well as other satellite operators in its rural/remote target
market; and (5) ownership by private equity, which could lead to
leveraging transactions, including dividends and acquisitions. The
rating benefits from: (1) strong subscriber and revenue growth as
it focuses on a target market of about 2.8 million rural/remote
Canadian households that currently do not have high speed internet;
(2) its leading market position in that market; (3) a regulatory
framework that favors facilities-based competition and provides it
with favorable bidding conditions for wireless spectrum auctions;
(4) strong margins relative to peers; and (5) good liquidity.
The first lien facilities are rated B2, one notch above the CFR to
reflect their higher ranking and loss absorption cushion provided
by the second lien term loan. The second lien term loan is rated
two notches below the CFR to reflect its junior ranking and the
sizeable amount of debt ahead of it in the debt capital structure.
As proposed, the new secured first lien credit facilities (revolver
and term loan) are expected to provide covenant flexibility that,
if utilized, could negatively impact creditors. Notable terms
include the following: (1) incremental first lien debt capacity up
to (A) the greater of C$310 million and 100% of consolidated
EBITDA; plus (B) an unlimited amount up to 4.25x First Lien Net
Leverage Ratio; plus additional amounts up to the available
capacity under the general debt basket. Amounts up to the greater
of C$310 million and 100% of consolidated EBITDA may be incurred
with an earlier maturity than the initial term loan; (2) there are
no express "blocker" provisions which prohibit the transfer of
specified assets to unrestricted subsidiaries; such transfers are
permitted subject to carve-out capacity and other conditions; (3)
non-wholly-owned subsidiaries are not required to provide
guarantees; dividends or transfers resulting in partial ownership
of subsidiary guarantors could jeopardize guarantees, with no
explicit protective provisions limiting such guarantee releases;
and (4) there are no express protective provisions prohibiting an
up-tiering transaction. The proposed terms and the final terms of
the credit agreement may be materially different.
Xplornet has moderate social risk tied to cyber/data breaches.
Given the private and personal data it handles, a cyber breach
would be costly to the company.
Xplornet has high governance risk because of its ownership by
private equity. Even as Moody's expects deleveraging to occur over
time, there is the potential for leverage to increase as and when
the owner seeks a return on its investment.
Xplornet has good liquidity. Sources approximate C$215 million
versus about C$49 million of uses in the 12 months ending June 30,
2022. Sources include C$75 million of cash when the refinancing
transaction closes and about C$140 million of availability (after
letters of credit) under its new C$150 million revolving credit
facility due in 2026. Uses comprise about C$12 million of term loan
repayment and about C$37 million of Moody's expected negative free
cash flow through the next four quarters, mainly due to capital
spending to build out its network. The company will have a
springing first lien net leverage covenant and compliance is not
expected to be problematic when applicable. Xplornet has limited
flexibility to generate liquidity from asset sales.
The outlook is stable because Moody's expects the company to
maintain at least adequate liquidity and demonstrate strong
operating performance while sustaining leverage below 7x in the
next 12 to 18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Xplornet's rating could be upgraded if it generates sustainable
positive free cash flow and sustains leverage below 6x (pro forma
7.2x for LTM Q2/2021)
The rating could be downgraded if Xplornet's liquidity becomes
weak, likely due to negative free cash flow generation for an
extended period or if operating performance deteriorates, evidenced
by material subscriber and revenue declines and leverage is
sustained above 7.5x (pro forma 7.2x for LTM Q2/2021).
The principal methodology used in these ratings was
Telecommunications Service Providers published in January 2017.
Xplornet Communication Inc., headquartered in Woodstock, New
Brunswick and owned by Stonepeak Infrastructure Partners, offers
broadband internet to residential and commercial customers in rural
areas in Canada using fibre, fixed wireless and satellite
technology platforms. Xplornet also provides home phone services
across Canada. Revenue for the twelve months ended June 30, 2021
was C$497 million.
[^] BOND PRICING: For the Week from September 13 to 17, 2021
------------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Basic Energy Services Inc BASX 10.750 7.250 10/15/2023
Basic Energy Services Inc BASX 10.750 9.750 10/15/2023
Buffalo Thunder
Development Authority BUFLO 11.000 50.000 12/9/2022
Capital Southwest Corp CSWC 5.375 111.365 10/1/2024
Carlson Travel Inc CARLTV 11.500 49.100 12/15/2026
Carlson Travel Inc CARLTV 11.500 34.500 12/15/2026
DXC Technology Co DXC 4.250 107.498 4/15/2024
Dean Foods Co DF 6.500 1.350 3/15/2023
Endo Finance LLC ENDP 5.750 95.214 1/15/2022
Endo Finance LLC ENDP 5.750 96.888 1/15/2022
Endo Finance LLC / Endo
Finco Inc ENDP 5.375 67.000 1/15/2023
Endo Finance LLC / Endo
Finco Inc ENDP 5.375 66.000 1/15/2023
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Future Competitive
Holdings Co LLC TXU 0.924 0.072 1/30/2037
Federal Home Loan Banks FHLB 0.500 99.784 6/21/2024
Federal Home Loan Banks FHLB 0.830 99.427 3/24/2026
Federal Home Loan Banks FHLB 2.000 99.566 3/24/2032
Federal Home Loan Banks FHLB 1.940 99.394 3/17/2031
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GTT Communications Inc GTTN 7.875 11.286 12/31/2024
GTT Communications Inc GTTN 7.875 10.375 12/31/2024
Goodman Networks Inc GOODNT 8.000 40.000 5/11/2022
JCK Legacy Co MNIQQ 6.875 1.798 3/15/2029
MAI Holdings Inc MAIHLD 9.500 16.792 6/1/2023
MAI Holdings Inc MAIHLD 9.500 19.750 6/1/2023
MAI Holdings Inc MAIHLD 9.500 16.792 6/1/2023
MF Global Holdings Ltd MF 9.000 15.625 6/20/2038
MF Global Holdings Ltd MF 6.750 15.625 8/8/2016
Navajo Transitional
Energy Co LLC NVJOTE 9.000 65.000 10/24/2024
Nine Energy Service Inc NINE 8.750 48.371 11/1/2023
Nine Energy Service Inc NINE 8.750 49.177 11/1/2023
Nine Energy Service Inc NINE 8.750 48.955 11/1/2023
OMX Timber Finance
Investments II LLC OMX 5.540 0.350 1/29/2020
Occidental Petroleum Corp OXY 1.575 99.630 8/15/2022
Owens Corning OC 4.200 103.594 12/15/2022
Pitney Bowes Inc PBI 5.625 102.722 5/15/2022
Renco Metals Inc RENCO 11.500 24.875 7/1/2003
Revlon Consumer
Products Corp REV 6.250 45.739 8/1/2024
Riverbed Technology Inc RVBD 8.875 67.396 3/1/2023
Riverbed Technology Inc RVBD 8.875 67.396 3/1/2023
Rolta LLC RLTAIN 10.750 1.266 5/16/2018
Sears Holdings Corp SHLD 8.000 2.356 12/15/2019
Sears Holdings Corp SHLD 6.625 0.707 10/15/2018
Sears Holdings Corp SHLD 6.625 2.305 10/15/2018
Sears Roebuck
Acceptance Corp SHLD 7.500 1.200 10/15/2027
Sears Roebuck
Acceptance Corp SHLD 7.000 0.984 6/1/2032
Sears Roebuck
Acceptance Corp SHLD 6.750 1.006 1/15/2028
Sears Roebuck
Acceptance Corp SHLD 6.500 1.104 12/1/2028
Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014
Talen Energy Supply LLC TLN 4.600 82.465 12/15/2021
Talen Energy Supply LLC TLN 6.500 45.000 9/15/2024
Talen Energy Supply LLC TLN 9.500 76.744 7/15/2022
Talen Energy Supply LLC TLN 9.500 77.517 7/15/2022
Talen Energy Supply LLC TLN 6.500 45.000 9/15/2024
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
Washington Prime Group LP WPG 6.450 40.000 8/15/2024
*********
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