/raid1/www/Hosts/bankrupt/TCR_Public/211004.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, October 4, 2021, Vol. 25, No. 276
Headlines
2127 FLATBUSH: Wells Fargo Says Amended Disclosure Remains Vague
ADVANTAGE HOLDCO: Unveils Plan of Limited Small Creditor Payouts
AEROCENTURY CORP: Announces Closing of Sale of 2.87M Shares
ALDRICH PUMP: ACC Criticizes $545M Asbestos Deal
ALLTEX REFINERY: Involuntary Chapter 11 Case Summary
ALM LLC: Settlement & Release Agreement w/ Canyon Square Approved
ALPHA LATAM: Court Approves $140M Stalking Horse Bid from Cerberus
ALUMINUM SHAPES: Court OKs $15.5MM DIP Financing on Final Basis
AMC ENTERTAINMENT: Bonds Rose After $35 Mil. Pandemic Debt Buyback
ARIZONA AIRCRAFT: Wins Court Nod on Cash Use Through Dec. 31
BAR 13 INC: Seeks Fourth Chapter 11 Bankruptcy Protection
BARTLEY INDUSTRIES: Seeks 90-Day Emergency Cash Collateral Access
BASIC ENERGY: Ranger Energy Completes $34M Purchase of Assets
BOY SCOUTS OF AMERICA: Court Gives Go Signal for Plan Vote
BOY SCOUTS: Erie Council Will Pay $700,000 to Settle Abuse Claims
BRAZOS ELECTRIC: Seeks Winter Storm Prices Ruling in Bankruptcy
BRICK HOUSE: Seeks $850,000 DIP Financing From Actium
BRIGHT MOUNTAIN: To Issue 10.4 Million Shares to 75 Investors
BUCKINGHAM HEIGHTS: Seeks to Hire Sheppard Mullin as Legal Counsel
C & C ENTITY: Obtains Cash Access Through October 23
CHICK LUMBER: May Use Cash Collateral Through Dec. 31
CLAIRE'S STORES: Files for IPO Three Years After Bankruptcy Exit
CONSOLIDATED ENERGY: Moody's Alters Outlook on B2 CFR to Stable
CORPORATE COLOCATION: Seeks to Hire Hahn Fife & Co. as Accountant
COTTAGE CAR WASH: Wins Cash Collateral Access Thru Nov 1
CRUSADER INSURANCE: A.M. Best Cuts Fin. Strength Rating to C++
CWT: Plans to File Chapter 11 With Prepackaged Plan
DALTON CRANE: Case Summary & 20 Largest Unsecured Creditors
DETOUR PLUMBING: Gets OK on SBA Cash Collateral Deal
DIOCESE OF ROCKVILLE: Proposes Ex-Judge Gerber as FCR
ERBIN FINANCES: Chapter 15 Case Summary
ERMA NOMINEES: Chapter 15 Case Summary
EVERGREEN 1 ASSOCIATES: UST Wants Chapter 11 Trustee Appointed
EXCELLENCE 2000: Voluntary Chapter 11 Case Summary
EXELA TECHNOLOGIES: Will Use $400 Million of Capital to Cut Debt
EXPRESS GRAINS: Files for Chapter 11 Bankruptcy Protection
FABMETALS INC: Wins Interim Cash Collateral Access Until Oct. 8
FIERCE TELECOM: Hires Melissa Pint to Head Digital Transformation
FIGUEROA MOUNTAIN: Court OKs Tenth Cash Collateral Stipulation
FIRST TO THE FINISH: May Use Cash Collateral Through Oct 29
FIVETOWER LLC: Taps Richard P. Joblove as Special Counsel
GEROBIN FINANCES: Chapter 15 Case Summary
GLASS MOUNTAIN: Inks Restructuring Deal to Cut Debt
GLOBAL WINDCREST II: Case Summary & 9 Unsecured Creditors
GLOBAL WINDREST I: Case Summary & 10 Unsecured Creditors
GOLDEN ARROW: UST Seeks to Dismiss Case or Appoint Trustee
HOOT THE DOG: Seeks to Hire Blanchard Law as Bankruptcy Counsel
ICAHN ENTERPRISES: S&P Withdraws 'BB' Issuer Credit Rating
ICAN BENEFIT: Files Amendment to Disclosure Statement
IONIX TECHNOLOGY: Incurs $407K Net Loss in FY Ended June 30
KANSAS CITY UNITED: Nov. 5 Plan Confirmation Hearing Set
KDA PROPERTIES: Seeks to Hire Allen Vellone as Special Counsel
KRISJENN RANCH: Uvalde Ranch Sold; Creditors to Get 100% of Claims
LIGON 158: Chapter 15 Case Summary
LIT'L PATCH OF HEAVEN: Ombudsman Files First Report
LSB INDUSTRIES: Amends Board Representation & Standstill Agreement
LSB INDUSTRIES: Prices $500M Private Placement of Senior Notes
LUVU BRANDS: Posts $2.6M Net Income in Fiscal Year Ended June 30
MAPLE TREE: Case Summary & 12 Unsecured Creditors
MARBIN FINANCES: Chapter 15 Case Summary
MICROVISION INC: Signs Office Lease With Redmond East
MIDNIGHT MADNESS: Wins Cash Collateral
NATURE COAST: Case Summary & 20 Largest Unsecured Creditors
NEXTERA ENERGY: S&P Affirms 'BB' ICR, Outlook Stable
NIDA ALSHAIKH: Taps Schafer and Weiner as Bankruptcy Counsel
NORTHERN INYO: S&P Affirms 'B+' Bonds Rating, Outlook Stable
NORTHWEST FIBER: S&P Rates New $275MM Senior Secured Notes 'B'
NOVA VENTURES: Case Summary & 2 Unsecured Creditors
OLCAN III PROPERTIES: Nov. 16 Disclosure Statement Hearing Set
OSCEOLA MEDICAL: Case Summary & 7 Unsecured Creditors
PERFORMANCE SPORTS: District Judge Upholds TSG Suit Toss
PIPELINE FOODS: Seeks to Hire Bryan Cave as Special Counsel
PIZ FAMILY: Court Approves KeyBank Cash Collateral Deal
POWER BAIL BONDS: Trustee Seeks Access to Cash Through Dec. 31
PRIMARIS HOLDINGS: Gets Cash Collateral Access
PURDUE PHARMA: Judge Drain Expects Higher Court to Review Plan
PURDUE PHARMA: Rhode Island Appeals Plan Approval
RAWBIN FINANCES: Chapter 15 Case Summary
ROCKCLIFF ENERGY II: Moody's Assigns 'B1' Corp Family Rating
ROCKWORX INC: Obtains Interim OK to Use Cash Thru Nov. 21
ROSCOE GUITARS: Seeks Emergency Access to Cash Collateral
ROTARY AUTO: Unsecured Creditors Will Get 5% Dividend
ROYAL BLUE REALTY: May Use $69,000 of Cash Collateral Thru Dec 10
SHURWEST LLC: Gets OK to Hire Wyche PA as Special Counsel
SOUTH MOON: Expects Revenue Increase from Video Gaming by Jan. 2022
SOVOS BRANDS: S&P Affirms 'B' ICR, Alters Outlook to Stable
STPT PROPERTIES: Case Summary & 2 Unsecured Creditors
TALI CORP: Has Cash Collateral Access on Final Basis
TRANSCARE CORP: Lynn Tilton Still Must Pay $40 Million
TWIN PINES: Wins Cash Collateral Access Thru Sept. Dec 31
VITALITY HEALTH: $1.61MM DIP Loan, Cash Collateral Access OK'd
VITALITY HEALTH: Nov. 12 Plan Confirmation Hearing Set
WA INC: Case Summary & 20 Largest Unsecured Creditors
WASATCH RAILROAD: Wins Cash Collateral Access
WATTSTOCK LLC: May Use Cash Collateral on Final Basis
WIRTA HOTELS: Wins Six-Month Access to Cash Collateral
ZEKELMAN INDUSTRIES: S&P Ups ICR to 'BB' on Strong Credit Metrics
[*] GAO Says Exec. Bonuses Prior to Ch.11 Filing Should be Curbed
[^] BOND PRICING: For the Week from Sept. 27 to Oct. 1, 2021
*********
2127 FLATBUSH: Wells Fargo Says Amended Disclosure Remains Vague
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Wells Fargo Bank, N.A. ("WFB") objects to the Second Amended
Disclosure Statement and Second Amended Plan of Reorganization of
Debtor 2127 Flatbush Ave Inc.
WFB claims that the Disclosure Statement does not contain adequate
information as to the Debtor's financials and show how it would
fund a plan as stated in the prior objection filed by WFB. The
Amended Disclosure Statement remains vague and speculative as it
fails to provide evidence or proof of the Debtor's financials or
the financials of Burshtein.
WFB points out that the Amended Disclosure Statement is silent as
to the timeframe in which 1444 Troy Avenue, Brooklyn, NY will be
sold. The Debtor has failed to provide adequate information to
approve the Amended Disclosure Statement.
WFB asserts that the Debtor's Amended Disclosure Statement fails to
show how the Debtor will adequately fund the Amended Plan therefore
the Amended Plan is not feasible.
Additionally, Debtor's proposed treatment of WFB's claim is
impermissible as stated in WFB's prior objection. Finally, the
Debtor's Amended Plan cannot be confirmed as it was not proposed in
good faith.
A full-text copy of Wells Fargo's objection dated September 28,
2021, is available at https://bit.ly/3ot6WZA from PacerMonitor.com
at no charge.
Attorneys for Wells Fargo:
FRENKEL, LAMBERT, WEISS, WEISMAN & GORDON, LLC
Elizabeth L. Doyaga, Esq.
53 Gibson Street
Bay Shore, New York 11706
Tel: (631) 969-3100
About 2127 Flatbush Ave Inc.
2127 Flatbush Ave Inc., based in Brooklyn, New York, is a Single
Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The
Company owns a property located at 2127 Flatbush Avenue, Brooklyn,
NY, valued by the Company at $374,000.
2127 Flatbush Ave Inc. filed for Chapter 11 bankruptcy (Bankr.
E.D.N.Y. Case No. 19-45430) on Sept. 11, 2019, listing total assets
of $374,000 and total liabilities of $1,107,658. The petition was
signed by Gene Burshtein, shareholder.
Law Office of Mark Bernstein is the Debtor's legal counsel.
ADVANTAGE HOLDCO: Unveils Plan of Limited Small Creditor Payouts
----------------------------------------------------------------
Daniel Gill, writing for Bloomberg Law, reports that Rental car
company Advantage Holdco Inc. revealed plans to offer limited
recoveries to creditors as it liquidates in bankruptcy following
asset sales.
The company's liquidation plan, filed Sept. 24, 2021 comes after
the Orlando, Fla.-based company reached a settlement with its
debtor-in-possession lender and the committee of unsecured
creditors.
In July 2020, Sixt Rent A Car LLC and Orlando Rentco LLC bought
most of Advantage's assets—including certain airport concession
agreements—for more than $6.6 million, plus a percentage of
Orlando Rentco's profits over two years.
Assets not yet sold would be transferred to a liquidating trust for
the benefit of creditors.
About Advantage Rent a Car
Advantage Rent A Car -- http://www.advantage.com/-- is a car
rental company with 50 locations in the U.S. and 130 international
affiliate locations. The parent entity, Advantage Holdco, is owned
by Toronto-based Catalyst Capital Group. According to its website,
the Debtors have locations in 27 markets, including New York, Los
Angeles, Orlando, Las Vegas, and Hawaii.
Advantage Holdco, Inc., doing business as Advantage Rent a Car,
sought Chapter 11 protection (Bankr. D. Del. Case No. 20-11259) on
May 26, 2020. Six related entities also sought bankruptcy
protection.
Advantage Holdco was estimated to have $100 million to $500 million
in assets and $500 million to $1 billion in liabilities as of the
bankruptcy filing.
Judge Craig T. Goldblatt replaced Judge John T. Dorsey as the case
judge. The Debtors tapped COLE SCHOTZ P.C. as counsel; and MACKINAC
PARTNERS, LLC, as restructuring advisor.
AEROCENTURY CORP: Announces Closing of Sale of 2.87M Shares
------------------------------------------------------------
AeroCentury Corp. (NYSE American: ACY) on Sept. 30, 2021, announced
the closing of the sale of an aggregate 2,870,927 shares of Common
Stock of the Company at $3.85 per share, for an aggregate cash
purchase price of approximately $11 million (the "Transaction")
pursuant to the Securities Purchase Agreement (the "Securities
Purchase Agreement") between and among Yucheng Hu, Hao Yang, Jing
Li, Yeh Ching, Yu Wang, TongTong Ma, Qiang Zhang, Yanhua Li, and
Yiyi Huang (collectively, the "Plan Sponsors") and AeroCentury. The
Transaction was previously approved by the U.S. Bankruptcy Court
for the District of Delaware (the "Bankruptcy Court") on August 31,
2021.
Upon consummation of the Transaction, the Plan Sponsors became
holdersEx of approximately 65% of the outstanding shares of Common
Stock of AeroCentury, and AeroCentury completed its Chapter 11
restructuring process and emerged from its Chapter 11 bankruptcy.
Michael Magnusson, the Company's previous Chief Executive Officer,
said: "We are happy to conclude the Company's Chapter 11
reorganization with the closing of this $11 million capital
investment by Mr. Hu and other investors, which will enable the
Company to move forward with no debt and with new capital
resources. Although this can be seen as a new beginning for
AeroCentury, I and my group of colleagues that the aviation
industry has come to know for many years as 'AeroCentury,' will
remain in place with the Company's majority-owned subsidiary,
JetFleet Holding Corp., which will continue the legacy regional
aircraft business of the Company under the aptly-named 'JetFleet'
moniker. With proceeds of the Plan Sponsors' equity investment
earmarked to fund the re-start of JetFleet Holding Corp.'s
activities, we are excited to retake our place as a major player in
that regional aviation space."
Yucheng Hu, the Company's new Chief Executive Officer, said: "We
are very pleased to complete the Transaction. We look forward to
continuing to enjoy a portion of the growth and development of the
Company's legacy aircraft leasing business through our majority
stake in the Company's previously wholly-owned subsidiary, JetFleet
Holding Corp., but we will also be opportunistic and look for
additional growth investments in the future to diversify our
revenue streams and potential high growth earnings to our
shareholders."
The Company and its U.S. subsidiaries previously filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Court on
March 29, 2021. On August 31, 2021, the Bankruptcy Court confirmed
the Company's Plan of Reorganization.
The Bankruptcy Court filings and other information related to the
proceedings are available on a separate website administered by the
Company's noticing and claims agent, Kurtzman Carson Consultants
LLC, at https://www.kccllc.net/aerocentury.
About AeroCentury Corp.
AeroCentury Corp. is engaged in the business of investing in used
regional aircraft equipment and leasing the equipment to foreign
and domestic regional air carriers. Its principal business
objective is to acquire aircraft assets and manage those assets in
order to provide a return on investment through lease revenue and,
eventually, sale proceeds. It is headquartered in Burlingame,
Calif.
AeroCentury Corp. and affiliates, JetFleet Holdings Corp. and
JetFleet Management Corp., sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Lead Case No. 21-10636) on March 29, 2021.
The Debtors tapped Morrison & Foerster, LLP and Young Conaway
Stargatt & Taylor, LLP as legal counsel; B Riley Securities, Inc.,
as financial advisor and investment banker; and BDO USA, LLP as
auditor. Kurtzman Carson Consultants is the claims agent and
administrative advisor.
ALDRICH PUMP: ACC Criticizes $545M Asbestos Deal
------------------------------------------------
Vince Sullivan of Law360 reports that the committee of existing
asbestos injury claimants in the Chapter 11 case of Aldrich Pump
said Thursday, Sept. 30, 2021, it hasn't had sufficient time to
review a proposal to settle asbestos claims in the company's
bankruptcy for $545 million because it only received the terms of
the deal late last week.
During a video status conference in Charlotte, North Carolina,
bankruptcy court, committee attorney Todd E. Phillips of Caplin &
Drysdale said Aldrich Pump had reached agreement on the settlement
to be embodied in its Chapter 11 plan without input from the
asbestos claimants committee and only negotiated with the future
claims representative.
As reported in the TCR, the Debtors are asking the Bankruptcy Court
to approve the establishment and funding of a North Carolina trust
that will constitute a "qualified settlement fund" to resolve or
satisfy current and future asbestos-related claims asserted against
or related to the Debtors. The Debtors explained that over the
span of nearly seven months, the Debtors, the FCR, and their
respective professionals engaged in negotiations with the goal of
arriving at appropriate terms for a section 524(g) trust. These
efforts culminated in an agreed settlement on a plan with funding
for a section 524(g) trust in the amount of $545 million -- $540
million of which would be paid on the effective date of the plan.
Ireland's Trane Technologies PLC has agreed to pay at least $270
million to help settle asbestos claims. Historically, the Debtors'
insurance reimbursed approximately 50% of the amount of
Aldrich/Murray Asbestos Claims. As a result, the Section 524(g)
trust will be fully funded when the Plan goes effective.
About Aldrich Pump
Aldrich Pump LLC and Murray Boiler LLC are U.S. subsidiaries of
Trane Technologies, a publicly traded company. Ireland's Trane
Technologies, formerly as Ingersoll Rand plc, is a global climate
innovator that brings efficient and sustainable climate solutions
to buildings, homes, and transportation. The North American
headquarters of Trane Technologies are located in Davidson, North
Carolina.
Aldrich Pump and Murray Boiler sought Chapter 11 protection (Bankr.
W.D.N.C. Lead Case No. 20-30608) on June 18, 2020. The Hon. Craig
J. Whitley oversees the case.
In the petition signed by Allan Tananbaum, chief legal officer, the
Debtor was estimated to have $100 million to $500 million in both
assets and liabilities.
The Debtors tapped Rayburn Cooper & Durham, P.A. and Jones Day as
legal counsel; Bates White, LLC, Evert Weathersby Houff, and K&L
Gates, LLP as special counsel; AlixPartners, LLP as financial
advisor; and Kurtzman Carson Consultants, LLC as claims and
noticing agent.
The Office of the U.S. Trustee appointed a committee of asbestos
personal injury claimants. The asbestos committee tapped Robinson
& Cole, LLP and Caplin & Drysdale, Chartered as its bankruptcy
counsel. The committee also selected FTI as its financial
advisor.
On Oct. 14, 2020, the Court entered the order appointing Joseph W.
Grier, III, as legal representative for future asbestos claimants
(FCR). He tapped Orrick, Herrington & Sutcliffe LLP and Grier
Wright Martinez, PA as counsel; Anderson Kill P.C., as special
insurance counsel; and Ankura Consulting Group, LLC as asbestos
claims consultant and financial advisor.
ALLTEX REFINERY: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: Alltex Refinery LLC
301 North Main Plaza
Suite 334
New Braunfels, TX 78130
Involuntary Chapter
11 Petition Date: October 1, 2021
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 21-51199
Judge: Hon. Craig A. Gargotta
Petitioners' Counsel: James B. Jameson, Esq.
JAMESON & ASSOCIATES, PC
PO Box 980575
Houston, TX 77098
A full-text copy of the Involuntary Petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/5UQN4WI/Alltex_Refinery_LLC__txwbke-21-51199__0001.0.pdf?mcid=tGE4TAMA
Alleged creditors that signed the petition:
Petitioner Nature of Claim Claim Amount
---------- --------------- ------------
Notre Dame Investors Loan (Unsecured) $70,520
PO Box 980518
Houston, TX 77098
Lessley Services LLC Transportation $13,638
2805 S. Hwy 42 North Services
Kilgore, Texas 75662
CTO Investments, Inc. Loan (Unsecured) $80,864
5404 Holly
Bellaire, TX 77402
ALM LLC: Settlement & Release Agreement w/ Canyon Square Approved
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ALM, LLC, d/b/a Agua La Montana, on Sept. 28, 2021, submitted a
First Supplement to the Disclosure Statement dated July 13, 2021.
This Supplement aims to include treatment to creditors Canyon
Square Investments, LLC, CRIM and the U.S. Small Business
Administration, as per the approved Settlement and Release
Agreement with creditor Canyon Square Investments, LLC, approved by
Order of the Court.
Class 2 consists of the Secured Claim of Canyon Square Investments
LLC in the amount of $2,184,046. The allowed claim under this
class corresponding to Proof of Claim #9 will be paid by the
transfer of all assets including the machinery, the real property
and/or all of the Canyon's collateral, as per the terms and
conditions of the Stipulation on the Settlement and Release
Agreement, filed on September 14, 2021 and approved on September
22, 2021.
Class 3 consists of the Secured Claim of Canyon Square Investments
LLC in the amount of $363,638. The allowed claim under this class
corresponding to proof of claim #9 will be paid by the transfer of
all assets including the machinery, the real property and/or all of
the Canyon's collateral, as per the terms and conditions of the
Stipulation on the Settlement and Release Agreement, filed on
September 17, 2021 and approved on September 22, 2021.
Class 4 consists of the Secured Claim of CRIM. Treatment of CRIM
will be as otherwise agreed with CRIM and will be assumed by Canyon
as per the terms and conditions of the Stipulation on the
Settlement and Release Agreement, filed on September 14, 2021 and
approved on September 22, 2021.
Class 5 consists of the Secured Claim of the U.S. Small Business
Administration. The allowed claim under this class shall be
unsecured and will be paid under class 9 as per the terms and
conditions of the Stipulation on the Settlement and Release
Agreement, filed on September 14, 2021, and approved on September
22, 2021.
Class 6 consists of the Lease Claim of Popular Auto-BPPR. Allowed
claim under this class will be paid in full upon the effective date
as per the terms and conditions of the Settlement and Release
Agreement filed on September 14, 2021 and approved on September 22,
2021.
Payments and distributions of priority claims, administrative
expenses, unsecured claims, and prepetition and post-petition tax
claims under the Plan will be funded by the shareholder's
contribution as per the terms and conditions of the Stipulation on
the Settlement and Release Agreement filed on September 14, 2021,
and approved on September 22, 2021.
A full-text copy of the Disclosure Statement Supplement dated
September 28, 2021, is available at https://bit.ly/3m9MqKA from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Mary Ann Gandia-Fabian, Esq.
Ganbia-Fabian Law Office
P.O. Box 270251
San Juan, PR 00928
Tel: 1-787-390-7111
Fax: 1-787-729-2203
Email: gandialaw@gmail.com
About ALM LLC
ALM, LLC, a/k/a Agua La Montana, is the owner of a fee simple title
to a property located in Trujillo Alto, Puerto Rico having a
current value of $860,943.
ALM, LLC filed a voluntary petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. D.P.R. Case No. 20-04571) on Nov. 25,
2020. The petition was signed by Kristian E. Riefkohl Bravo,
president. At the time of the filing, the Debtor disclosed total
assets of $1,083,384 and total liabilities of $2,919,967. Judge
Mildred Caban Flores is the case judge. The Debtor tapped Gandia
Fabian Law Office as counsel and Jose Victor Jimenez, CPA, of
Jimenez Vazquez & Associates, PSC, as an accountant.
ALPHA LATAM: Court Approves $140M Stalking Horse Bid from Cerberus
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Rick Archer of Law360 reports that a Delaware bankruptcy judge on
Friday, Oct. 1, 2021, approved a nearly $140 million stalking horse
bid by a Cerberus Capital Management affiliate for Latin American
payday lender Alpha Latam Management's Colombian loan portfolio.
U.S. Bankruptcy Judge J. Kate Stickles approved the agreement
setting the bid that other contenders at Alpha's Oct. 28 asset
auction will have to beat. The green light came after the parties
at the remote hearing spent more than an hour negotiating revisions
to the contract in response to the judge's objections to provisions
that will compensate Cerberus if Alpha breaks the agreement or
fails to close the sale.
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.
ALUMINUM SHAPES: Court OKs $15.5MM DIP Financing on Final Basis
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
authorized Aluminum Shapes, L.L.C., to use cash collateral and
obtain up to $15,500,000 in postpetition financing from Tiger
Finance, LLC and a syndicate of lenders, pursuant to a Senior
Secured Super-Priority DIP Credit Agreement. The Court authorized
the Debtor, during the interim period, to borrow up to $12,070,526
under the DIP Facility.
An immediate need exists for the Debtor to obtain funds from the
DIP Facility and use of Cash Collateral in order to fund working
capital, continue operations, pay administrative expenses of the
Debtor incurred in the Chapter 11 Case, and to administer and
preserve the value of its estate for the benefit of its various
stakeholders.
Before the Petition Date, the Debtor contracted obligations with
the Lender under a Credit Agreement dated as of June 5, 2019. As
of the Petition Date, balance on the Prepetition Obligations is
$9,270,526 in aggregate principal amount, plus accrued interest,
costs, expenses, fees and other charges. The Prepetition Lender
has continuing security interests and liens on substantially all of
the Debtor's assets and property to secure the Prepetition Debt.
The Court ruled that, upon the entry of the Final Order, the Debtor
will establish a Prepetition Indemnity Account in the control of
the Prepetition Lender, into which $100,000 will be deposited as
security for reimbursement, indemnification, or similar continuing
obligations under the Prepetition Financing Documents.
Proceeds from the disposition of DIP Collateral and/or Prepetition
Collateral will be promptly paid at closing on such Sale(s) first,
to fund the Carve Out and second, to the DIP Lenders to be applied
to the allowed DIP Obligations pursuant to the terms of the DIP
Credit Agreement.
The DIP Lenders and the Prepetition Lender may seek to credit bid
some or all of their claims for their respective collateral in
connection with any sale or other dispositions of any assets of the
Debtor. All DIP Obligations will be due on the date that is the
earliest to occur of (a) November 1, 2021; or (b) the occurrence of
a DIP Termination Event.
The DIP Termination Events include entry of an order terminating
the right of the Debtor to use Cash Collateral and the Debtor's
failure to indefeasibly pay in full in cash all DIP Obligations on
or prior to the occurrence of a DIP Maturity Event.
As security for the DIP Obligations, the DIP Lenders are granted,
subject to the Carve Out: (i) first priority priming, valid,
perfected, and enforceable Liens on all of the Debtor's assets;
(ii) allowed superpriority administrative claim status on all
obligations under the DIP Financing Agreements.
The Carve Out includes:
* all fees payable to the Clerk of the Bankruptcy Court and any
quarterly fees payable to the United States Trustee;
* professional fees of, and costs and expenses incurred by,
professionals retained by the Debtor and the Committee in an amount
not to exceed the lesser of: (x) the actual Allowed Professional
Fees incurred by each such Case Professional through the
Termination Declaration Date, and (y) the amount reflected in the
Approved Budget for each such Case Professional, in each case,
through the Termination Declaration Date;
* the allowed professional fees and costs and expenses incurred
by Case Professionals incurred after the occurrence of the
Termination Declaration Date up to $150,000; and
* the reasonable fees and expenses incurred by any Chapter 7
trustee appointed by the Court up to $25,000.
A copy of the final DIP Order and the Debtor's 13-week budget is
available for free at https://bit.ly/3CW4oa6 from
PacerMonitor.com.
The Debtor projects $1,342,000 in total receipts and $3,809,000 in
total operating disbursements for the period.
About Aluminum Shapes
Aluminum Shapes, L.L.C., is presently engaged in the business of
fabrication and processing of aluminum by extrusion and is the
owner of certain commercial/industrial real estate located at 9000
River Road, Delair, New Jersey.
Jacky Cheung, an Australian national and resident of Vietnam, owns
100% of the membership interests and is the sole member of the
Company.
Aluminum Shapes filed a Chapter 11 bankruptcy petition (Bankr.
D.N.J. Case No. 21-16520) on August 15, 2021, with a deal to sell
the business to Reich Brothers, LLC.
The Debtor estimated $10 million to $50 million in assets and
liabilities as of the bankruptcy filing.
Obermayer Rebmann Maxwell & Hippel LLP, led by Edmond M. George, is
the Debtor's bankruptcy counsel. Riveron Consulting's Winter
Harbor, LLC, is the interim management provider. Cowen and
Company, LLC, is the investment banker. Berwyn Capital Interests
is the restructuring agent.
AMC ENTERTAINMENT: Bonds Rose After $35 Mil. Pandemic Debt Buyback
------------------------------------------------------------------
Jack Pitcher of Bloomberg News reports that AMC Entertainment bonds
were the best high-yield performer Friday, October 1, 2021, in New
York after the movie theater chain paid down some of its expensive
debt issued during the pandemic.
The 12% notes due 2026 rose 2.1 cents to 98.9 cents on the dollar
as of 9:28 a.m., according to Trace.
The company said it exercised an option to repurchase $35m of its
15% cash/17% PIK toggle first lien secured notes due 2026. The move
cuts annual interest cost by $5.25m and the total cost to exercise
was $41.3 million.
About AMC Entertainment Holdings
AMC Entertainment Holdings, Inc., is engaged in the theatrical
exhibition business. It operates through theatrical exhibition
operations segment. It licenses first-run motion pictures from
distributors owned by film production companies and from
independent distributors. The Company also offers a range of food
and beverage items, which include popcorn; soft drinks; candy; hot
dogs; specialty drinks, including beers, wine and mixed drinks, and
made to order hot foods, including menu choices, such as curly
fries, chicken tenders and mozzarella sticks.
AMC operates over 900 theatres with 10,000 screens globally,
including over 661 theatres with 8,200 screens in the United States
and over 244 theatres with approximately 2,200 screens in Europe.
The Company's subsidiary also includes Carmike Cinemas, Inc.
AMC was forced to shutter its theaters when the Covid-19 pandemic
struck in March 2020. It has reopened its theaters but admissions
have been substantially low.
The world's biggest theater chain said in an October 2020 filing
that liquidity will be largely depleted by the end of 2020 or early
2021 if attendance doesn't pick up, and it's exploring actions that
include asset sales and joint ventures.
ARIZONA AIRCRAFT: Wins Court Nod on Cash Use Through Dec. 31
------------------------------------------------------------
Judge Daniel P. Collins of the U.S. Bankruptcy Court for the
District of Arizona extended the authority of Arizona Aircraft
Painting, LLC to use cash collateral for the period from October 1
through December 31, 2021, as stipulated between the Debtor and
Wells Fargo Bank, N.A. The Debtor may use the cash collateral to
pay all expenses in the ordinary course of its business pursuant to
the operating budget.
The Debtor shall make adequate protection payments to its Secured
Creditors, as follows:
* $228 per month to On Deck Capital;
* $300 per month to the Internal Revenue Service; and
* $7,200 per month to Wells Fargo on the 15th day of each month
through and including December 15, 2021.
In addition, the Debtor shall grant the Secured Creditors
postpetition liens on its inventory, accounts, and contract rights
to the extent of cash collateral actually expended.
A copy of the Seventh Stipulated Order is available for free at
https://bit.ly/3zYk76D from PacerMonitor.com.
About Arizona Aircraft Painting, LLC
Arizona Aircraft Painting, LLC specializes in aerospace performance
coatings. It also offers design services, interior refurbishment,
vortex generators, aircraft cleaning and detailing services, and
window replacement services. Arizona Aircraft Painting operates
out of a 10,000-square-foot facility in Mesa, Arizona.
Arizona Aircraft Painting filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 19-05477) on May 3, 2019. In the petition signed by
Steven Head, member, the Debtor estimated $1 million to $10 million
in assets and $500,000 to $1 million in liabilities.
Judge Daniel P. Collins oversees the case.
Keery McCue, PLLC serves as the Debtor's bankruptcy counsel.
Wells Fargo Bank, N.A., secured creditor, is represented by its
counsel, Engelman Berger, PC.
BAR 13 INC: Seeks Fourth Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Lauren Coleman-Lochner, writing for Bloomberg News, reports that
Bar 13 Inc. near Manhattan's Union Square filed for Chapter 11
bankruptcy on Thursday, Sept. 30, 2021. The establishment
previously sought bankruptcy protection in 2019, 2018 and 2014, but
those cases were dismissed. Bar 13 describes itself as a
full-service special events venue that's been featured on
television, in film and has "been part of Page Six sightings."
The Company listed less than $50,000 in assets and $1 million to
$10 million in liabilities.
About Bar 13 Inc.
Bar 13 Inc. is a lounge in Union Square in New York City. Bar 13
sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 21- 11708)
on Sept. 30, 2021. In the petition signed by Tom Sullivan,
president, sole shareholder, Bar 13 estimated assets of between $0
to $50,000 and estimated liabilities of between $1 million to $10
million. Gabriel Del Virginia, Esq., of LAW OFFICES OF GABRIEL DEL
VIRGINIA, is the Debtor's counsel.
BARTLEY INDUSTRIES: Seeks 90-Day Emergency Cash Collateral Access
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Bartley Industries Inc. asked the U.S. Bankruptcy Court for the
Western District of Oklahoma to authorize use of cash collateral
for a 90-day period after the Petition Date. The Debtor intends to
use the cash collateral, pursuant to the budget, for working
capital, general corporate needs, and to pay for its costs of
administration. The budget, based on the Debtor's profit and loss
statements, provided for total expenses of $120,086 for March and
$108,672 for April 2021.
A copy of the profit and loss statement is available for free at
https://bit.ly/3unGdOK from PacerMonitor.com.
First United Bank & Trust (FUB) claims an interest in the cash
collateral on account of a prepetition note and security agreement
the Debtor executed in favor of FUB, which note has a current
balance of $182,424. The debt, secured by a blanket security
interest in all accounts of the Debtor, is due October 5, 2021.
As adequate protection for any diminution in value of the
collateral, the Debtor proposed to provide FUB with additional,
replacement security interest in and lien against all types of
property as collateral under the FUB loan documents, except causes
of action.
Should the replacement liens prove insufficient, the Debtor
proposed that FUB shall be granted a superpriority administrative
expense claim, subject to the carve-out. The carve-out includes,
among other things, up to $50,000 in reasonable fees and expenses
of a trustee incurred after the conversion of the case to one under
Chapter 7 of the Bankruptcy Code.
The Court will consider the motion at a hearing on October 13, 2021
at 1:30 p.m. Objections must be filed and served no later than 12
p.m. on October 5.
A copy of the motion is available for free at
https://bit.ly/3kTiD9F from PacerMonitor.com.
About Bartley Industries Inc.
Bartley Industries Inc. offers electrical maintenance, repair and
installation services. The company filed a Chapter 11 petition
(Bankr. W.D. Okla. Case No. 21-12565) on September 25, 2021.
In the petition signed by its president, Donna Bartley, the Debtor
listed $1,733,842 in total assets and $2,003,791 in total
liabilities.
Law Offices of B David Sisson represents the Debtor, as counsel.
BASIC ENERGY: Ranger Energy Completes $34M Purchase of Assets
-------------------------------------------------------------
On Oct. 1, 2021, Ranger Energy Services, Inc. (NYSE: RNGR) has
closed its previously announced acquisition of certain assets of
Basic Energy Services, Inc. and its subsidiaries through its
controlled subsidiary Ranger Energy Acquisition, LLC. The assets
were sold by Basic as part of its bankruptcy process. The agreement
to purchase the assets was approved by the United States Bankruptcy
Court on September 23, 2021. The purchase price of approximately
$36.65 million was paid with proceeds from the private placement
described below.
Stuart Bodden, President and Chief Executive Officer of Ranger
stated, "We are pleased with the purchase price of the Basic
assets, and we look forward to welcoming a number of Basic
personnel into the Ranger family. In addition to assets, this
transaction gives Ranger access to many talented field personnel
and managers that worked at Basic. I would also like to thank the
Ranger team for their tireless work over the last two weeks to lay
the groundwork for what I know will be a successful integration as
we continue to build value for our stockholders."
As previously announced, in connection with the acquisition, the
Company's controlled subsidiary RNGR Energy Services, LLC entered
into a credit facility on September 27, 2021 with Eclipse Business
Capital LLC as the sole administrator and collateral agent and
Eclipse Business Capital SPV, LLC as the sole lender, for 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.
Concurrent with the close of the acquisition, the Company also
closed its previously announced private placement of $42 million of
shares of its newly issued Series A Convertible Preferred Stock to
certain accredited investors.
In addition, concurrent with the close of the acquisition, Ranger
LLC and the Company completed the previously announced redemption
of the outstanding units of Ranger LLC and of corresponding shares
of Class B Common Stock of the Company held by affiliates of CSL
Capital Management, L.P. and Bayou Well Holdings Company, LLC for
an equivalent number of shares of Class A Common Stock of the
Company. Following the redemptions, no shares of Class B Common
Stock of the Company are issued and outstanding.
Conference Call
The Company will host a conference call to discuss the acquisition
on October 4 at 10:30 a.m. Central Time (11:30 a.m. Eastern Time).
To join the conference call from within the United States,
participants may dial 1-833-255-2829. To join the conference call
outside of the United States, participants may dial 1-412-902-6710.
When instructed, please ask the operator to join the Ranger Energy
Services, Inc. call. Participants are encouraged to login to the
webcast or dial in to the conference call approximately ten minutes
prior to the start time. The Company will make a presentation
available before the start of the conference call. To view the
presentation or listen via live webcast, please visit the Investor
Center section of the Company's website,
http://www.rangerenergy.com.
An audio replay of the conference call will be available shortly
after the conclusion of the call and will remain available for
approximately seven days. It can be accessed by dialing
1-877-344-7529 within the United States or 1-412-317-0088 outside
of the United States. The conference call replay access code is
10160762. The replay will also be available in the Investor Center
section of the Company's website shortly after the conclusion of
the call and will remain available for approximately seven days.
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 Basic Energy Services
Basic Energy Services, Inc. -- 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.
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.
BOY SCOUTS OF AMERICA: Court Gives Go Signal for Plan Vote
----------------------------------------------------------
Rick Archer of Law360 reports that a Delaware bankruptcy judge gave
the Boy Scouts of America the go-ahead Thursday, September 30,
2021, to let creditors proceed with voting on the group's plan to
exit bankruptcy through the creation of a nearly $1.9 billion fund
to settle sexual abuse claims.
Following five days of often lengthy and contentious hearings held
virtually, U.S. Bankruptcy Judge Laurie Selber Silverstein signed
an order Thursday approving a revised set of Chapter 11 plan
disclosures, voting procedures and case deadlines. The timeline
approved with the plan sets Dec. 14, 2021 as the voting deadline,
Jan. 7, 2022 as the last day to file objections to the plan.
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BOY SCOUTS: Erie Council Will Pay $700,000 to Settle Abuse Claims
-----------------------------------------------------------------
Ed Palattella of Erie Times News reports that as the Boy Scouts of
America's massive bankruptcy case moves closer to a resolution, the
Scouts' Erie-area council has determined how much it will
contribute to the case's central creation -- an $850 million
settlement that the Scouts reached with victims of child sexual
abuse.
The French Creek Council, based in Summit Township and covering six
counties in northwestern Pennsylvania, has agreed to pay $699,673
in cash toward the settlement fund, with no contributions of
property, according to the council's executive director and records
in U.S. Bankruptcy Court in Delaware, where the BSA filed for
Chapter 11 reorganization in February 2020.
The nearly $700,000 will come out of the French Creek Council's
unrestricted endowment funds, Duane Havard, the council's executive
director, told the Erie Times-News. The council's unrestricted net
assets are $2,525,616 out of total net assets of $5,116,861,
according to bankruptcy records. The payment of $699,673 is about
14% of the council's total net assets and about 28% of its total
unrestricted net assets.
The French Creek Council is one of more than 250 BSA councils
nationwide that are contributing a total of $600 million toward the
$850 settlement, with the BSA national organization contributing
another $250 million.
The BSA has also reached agreements with two other entities to
contribute a total $1.037 billion to the overall settlement —
$787 million from the Hartford Insurance Company and $250 million
from the Church of Jesus Christ of Latter-day Saints. The church,
widely known as the Mormon church, had been the largest single
sponsor of Scout troops before ending its partnership with the BSA
in 2020, according to the Associated Press.
In exchange for the settlement payments, all the contributors,
including the local councils, are to be released from liability for
the sexual abuse claims. The settlement proceeds are to be placed
in a trust and used to compensate about 60,000 abuse survivors who
filed more than $90,000 claims in the bankruptcy case.
The claims related to the French Creek Council number 102,
according to the most recent bankruptcy records. Earlier records
had put the number at 87 and 92. The claims are confidential.
Council will also lose interest income
The BSA itemized the expected payments from all the local councils
on Sept. 15, 2021 in an amended disclosure statement that details
the fifth version of the BSA's bankruptcy reorganization plan. The
BSA, based in Irving, Texas, filed for bankruptcy to deal with a
flood of lawsuits nationwide over claims of abuse over decades.
The expansion of statutes of limitations for child sex abuse suits
in many states helped spur the filings.
Revisions to the disclosure statement were filed over the past
several days.
On Tuesday, Judge Laurie Selber Silverstein set Jan. 24, 2022 for a
hearing to approve the reorganization plan. Judge Silverstein is
chief judge for the U.S. Bankruptcy Court for the District of
Delaware, based in Wilmington.
Several challenges to the plan remain, including from abuse
survivors. The local councils' contributions will be final only
after the plan is approved. Havard said the board of the French
Creek Council has approved the contribution of the $699,673 to the
compensation fund for victims.
"We are unsure of the date these funds will be requested at this
time," he said an email.
Havard said the removal of the $699,673 from the council's
endowment is expected to lead to a loss of about $35,000 in
interest income to the French Creek Council in the year after the
contribution is made. The council uses interest income to help fund
programs for the approximately 2,000 youths involved in Scouting
through the French Creek Council.
"At this time, I do not know what the long-term results will be due
to the loss of interest income," Havard said.
The French Creek Council and the other local councils run the
day-to-day operations of the BSA but are legally separate from the
national organization. As part of the settlement, the local
councils could contribute cash or property, though the French Creek
Council opted only for the cash contribution.
The council's major property asset is Custaloga Town Scout
Reservation, on more than 500 acres in Mercer County. Boy Scouts
in northwestern Pennsylvania have camped, hiked and held jamborees
at the camp since the 1960s. The Custaloga Town Scout Reservation
is in Carlton, Mercer County, located near French Creek at a site
where the county lines of Mercer, Crawford and Venango meet.
Varying contributions
Nationwide, the size and scope of the expected payments vary from
council to council. According to the AP, the proposed contributions
range from $11,492 in cash from the Rocky Mountain council in
Colorado to property valued at more $13 million from the Orange
County council, in California.
The size of the contributions also vary among the 17 BSA councils
in Pennsylvania, according to the bankruptcy records.
Survivors of abuse have options in how they want to resolve their
claims using money from the settlement trust fund.
Survivors who want to resolve their claims immediately can file an
expedited distribution and get $3,500, according to the disclosure
statement.
For abuse survivors who want to pursue their claims further, the
plan proposes the creation of a scaling system. The trustee of the
settlement fund would use the scaling system to determine payment
based on an evaluation of each abuse claim, including the type and
duration of the abuse, among other factors.
Who decides payments to victims?: As Boy Scouts eye end to
bankruptcy, tough work lies ahead in vetting, valuing sexual abuse
claims
The system would be similar to the setup that independent
administrators for the Catholic Diocese of Erie and other Roman
Catholic dioceses statewide used to evaluate claims filed with the
dioceses' compensation funds for child sex abuse victims.
Local councils had input in determining the size of their
contributions to the settlement trust for the abuse survivors, the
BSA said in a statement.
"These figures," according to the statement, "were determined
through a combination of information filed in the claims process
and what local councils could meaningfully contribute while
ensuring Scouting can continue in local communities across the
country."
Establishing the councils' contributions, the BSA said in the
statement," is a necessary step in the BSA’s ongoing efforts to
reach a global resolution that will equitably compensate survivors
and ensure Scouting’s future by resolving past abuse cases for
both the national organization and local councils.
"We are committed to working with all local councils to ensure they
are able to make the necessary contribution to the Trust while
ensuring that the mission of Scouting continues in the many local
communities we serve."
The local councils' contributions are facing a challenge from abuse
survivors, as is the entire reorganization plan. On Sept. 15, the
same day the BSA filed the latest version of its plan, a
court-appointed committee of lawyers who represent abuse survivors
filed a motion asking that it be allowed to present a
reorganization plan of its own.
The lawyers on the committee -- called the Tort Claimants'
Committee -- said the BSA's proposed plan does not contain enough
money for survivors. Using "the most optimistic estimates," the
committee said in its motion, each survivor would receive an
average of $35,000.
"The aggregate settlement amounts in BSA's Fifth Plan may sound
like a lot of money, but, in the end, the individual survivors are
left short." according to the motion.
Also according to the motion, "The BSA's Fifth Plan includes
settlements with Local Councils that leave them with billions of
dollars of cash and property in excess of their current need to
fulfill their mission of Scouting."
The committee reiterated its position on Thursday, and said it
would urge survivors to vote against the plan's approval.
"Survivors should not be fooled that they are going to receive fair
compensation under the BSA's ... belated attempt to avoid
responsibility for the abuse of tens of thousands of children,"
lawyer James Stang, of California, said in a statement. "The Tort
Claimants' Committee will oppose the Boy Scouts' plan and fight for
survivors."
Stang serves as the counsel to the Tort Claimants' Committee. His
law firm, Pachulski, Stang, Ziehl, Jones, represents the
committee.
The BSA contends that the latest version of the plan serves the
best interests of the abuse victims and the national organization
and the local councils.
The proposed reorganization plan allows the BSA "to timely and
equitably compensate survivors of Abuse in Scouting" and "to ensure
that the BSA emerges from bankruptcy with the ability to continue
its vital charitable mission," according to the disclosure
statement.
"The BSA cares deeply about all survivors of child abuse. The BSA
understands that no apology can repair the damage caused by abuse
or take away the pain that survivors have endured. The BSA is
steadfast in its commitment to continually improve all of its
policies to prevent abuse."
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.
BRAZOS ELECTRIC: Seeks Winter Storm Prices Ruling in Bankruptcy
---------------------------------------------------------------
Maria Chutchian of The Wall Street Journal reports that Brazos
Electric Power Cooperative Inc has asked the judge overseeing its
bankruptcy to determine that Texas's electric operator applied the
wrong pricing mechanism for electricity used during the state's
historic winter storm that left millions without power.
In court papers filed on Wednesday, Sept. 29, 2021, Brazos asked
Chief U.S. Bankruptcy Judge David Jones in Houston to issue a
partial summary judgment ruling on the matter, which it first
raised in a lawsuit filed in August as part of its bankruptcy
against the Electric Reliability Council of Texas Inc(ERCOT) over a
$2 billion bill it received after the February 2021 storm.
Brazos, represented by Norton Rose Fulbright and O'Melveny & Myers,
says deciding the pricing dispute quickly will narrow the scope of
any further trial over the bill and help it develop a
reorganization plan.
Brazos, the largest and oldest electric co-op in Texas, filed for
Chapter 11 protection in March after it was hit with the massive
bill. The bill for the seven days the storm lasted is nearly three
times the co-op’s total power cost from 2020, which was $774
million, according to court papers. For several days during the
storm, ERCOT set electricity prices at $9,000 per megawatt hour.
The co-op is now arguing that ERCOT breached its market participant
agreement with it by implementing energy rates that do not comply
with that contract, which requires rates to be set according to
ERCOT’s own protocols in effect at the time. Under certain
circumstances, scarcity pricing mechanism can be put into effect to
increase prices during energy shortages.
But the ERCOT protocols did not include "firm load shed" or rolling
blackouts as a scarcity pricing trigger at the time of the storm,
Brazos said in its August complaint. Without that trigger, the
co-op said, ERCOT did not have the authority to increase prices to
the extent it did during the storm.
Had the electric operator complied with the protocols Brazos says
were in place during the storm, the prices would have averaged
around $2,404 per megawatt hour, the co-op said in its complaint.
ERCOT, represented by Munsch Hardt Kopf & Harr, said in court
papers that it was simply following orders issued by the Public
Utilities Commission of Texas. The electric operator recently moved
to dismiss the lawsuit, saying that in the event of a conflict,
PUCT orders trump the terms of the participant agreement.
The judge shouldn't even decide the pricing issue, ERCOT said,
because it would have to determine the applicability of the
state’s electric utility regulations, which it says are handled
only by specific Texas courts or the PUCT itself. Additionally, any
decision from Jones would impact other co-ops and market
participants that are not involved in the bankruptcy, ERCOT
argued.
The pricing issue is a pure legal dispute, meaning it can be ruled
upon without the need for evidence, Brazos said in Wednesday's
filing. Its official committee of unsecured creditors, represented
by Kramer Levin Naftalis & Frankel, has also moved for partial
summary judgment on the matter.
Brazos has asked Jones to consider its request on Oct. 18, 2021 the
same day ERCOT's motion to dismiss the lawsuit is scheduled to be
heard.
The case is In re Brazos Electric Power Cooperative Inc, U.S.
Bankruptcy Court, Southern District of Texas, No. 21-30725.
For Brazos: Lou Strubeck and Nick Hendrix of O'Melveny & Myers;
Jason Boland, Paul Trahan and Steve Peirce of Norton Rose
Fulbright; and Lino Mendiola, Michael Boldt and Jim Silliman of
Eversheds Sutherland (US)
For ERCOT: Kevin Lippman, Deborah Perry, Jamil Alibhai and Ross
Parker of Munsch Hardt Kopf & Harr
For the committee: Thomas Moers Mayer, Amy Caton, Jennifer Sharret,
Sean Coffey, Ronald Greenberg of Kramer Levin Naftalis & Frankel;
and John Higgins, Eric Wade, Heather Hatfield and M. Shane Johnson
of Porter Hedges
About Brazos Electric Power Cooperative
Brazos Electric Power Cooperative Inc. is a 3,994-megawatt
transmission and generation cooperative which members' service
territory covers 68 counties from the Texas Panhandle to Houston.
It was organized in 1941 and the first cooperative formed in the
Lone Star state with the primary intent of generating and supplying
electrical power. At present, Brazos Electric is the largest
generation and transmission cooperative in the state and is the
wholesale power supplier for its 16 member-owner distribution
cooperatives and one municipal system.
Brazos Electric filed a voluntary petition for relief under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-30725)
on March 1, 2021. At the time of the filing, the Debtor disclosed
assets of between $1 billion and $10 billion and liabilities of the
same range.
Judge David R. Jones oversees the case.
The Debtor tapped Norton Rose Fulbright US, LLP and O'Melveny &
Myers LLP as bankruptcy counsel; Foley & Lardner LLP and Eversheds
Sutherland US LLP as special counsel; Collet & Associates LLC as
investment banker; and Berkeley Research Group, LLC as financial
advisor. Ted B. Lyon & Associates, The Gallagher Law Firm, West &
Associates LLP, Butch Boyd Law Firm and Boyd Smith Law Firm, PLLC
serve as special litigation counsel and McKool Smith PC serves as
special conflicts counsel. Stretto is the claims and noticing
agent.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtor's case on March 15, 2021. The
committee is represented by the law firms of Porter Hedges, LLP and
Kramer, Levin, Naftalis & Frankel, LLP. FTI Consulting, Inc. and
Lazard Freres & Co. LLC serve as the committee's financial advisor
and investment banker, respectively.
BRICK HOUSE: Seeks $850,000 DIP Financing From Actium
-----------------------------------------------------
Brick House Properties, LLC asked permission from the U.S.
Bankruptcy Court for the District of Utah to obtain $850,000 of
postpetition financing from Actium High Yield Loan Fund II LLC and
its affiliates.
The material terms of the Loan Document Agreement are:
* advances under the DIP Loan Agreement shall be paid in full on
or before November 1, 2022, with monthly interest payments payable
on the first day of each month beginning November 1, 2021; and
* an interest at 12% per annum shall accrue on the outstanding
balance of the DIP Loan until it is repaid. All accrued and unpaid
interest shall be due and paid on November 1, 2022.
The Loan Document Agreement also provided that amounts advanced
under the DIP Loan Agreement shall be treated as having priority
over all administrative expenses and other claims against the
Debtor. The Debtor shall grant Actium a first priority lien on the
Debtor's Property, and Actium's obligation to loan is contingent
upon obtaining a first priority lien against the Property.
The parties intend that the Loan proceeds be disbursed as follows:
(a) on or about the date of any Final Order, in the initial amount
of approximately $780,000, to pay off the existing first position
lien holder; and (b) within two business days of receiving an
estimate for work to be completed on the collateral.
While the Property is subject to a lis pendens, Actium is willing
to take the property with the lis pendens, provided that it is
subordinate to Actium's lien securing the DIP Financing. Josh Aune
also agreed to grant Actium a trust deed on his real property,
which also served as collateral for the Debtor' loan from Zions
Bankn. Josh Aune, who is a guarantor of the Actium Loan, was also
a guarantor of the Zions Bank Loan. Moreover, Actium Loan
Management LLC, Actium High Yield Loan Fund V LLC, and Actium High
Yield Loan Fund VI, LLC and their affiliates, as Beneficiary under
the Deed of Trust, consents to the sale of a portion of the
Property to Vesna Capital on the condition that Beneficiary
receives from the Debtor, as Trustor, the entire $250,000 proceeds
of that contract.
Before the Petition Date, the Debtor obtained an SBA Loan from
Zions Bank, secured by a first priority trust deed on the Debtor's
property, consisting of three acres of land located in Riverton,
Utah. Zions Bank purportedly transferred its claims to RIVCAP
Holdings, LLC, which appears to be affiliated with Vesna Capital,
LLC.
The Debtor seeks to refinance the debt now held by RIVCAP with the
proceeds from the Actium Loan and to provide the Debtor with
working capital for the needed repairs and improvement on the
Property, as well as for substantial landscaping maintenance
thereof.
A copy of the motion is available for free at
https://bit.ly/3Faqc3C from PacerMonitor.com.
The Court will consider the motion on October 19, 2021 at 2 p.m. by
teleconference. Objections are due by October 15.
Counsel for Actium High Yield Loan Fund II LLC and its affiliates,
DIP Lender:
Jeremy Sink, Esq.
Kirton McConkie P.C.
36 South State Street, Suite 1900
Salt Lake City, UT 84111
Telephone: (801) 328-3600
Facsimile: (801) 321-4893
Email: jsink@kmclaw.com
About Brick House Properties, LLC
Brick House Properties, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Utah Case No. 20-26250) on Oct. 21, 2020, estimating
under $1 million in both assets and liabilities.
Brick House Properties owns two parcels of real property in
Riverton, Utah. It leases portions of the property to four related
persons and entities: (i) Our Journey School LLC (the
"Pre-Elementary School"); (ii) Our Journey, Inc. (the "Elementary
School"); (iii) Hidden Valais Ranch LLC (the "Farm"); and (iv)
Emily and Josh Aune.
Emily Aune is the sole member of the Debtor, and is also the sole
member and owner of the Farm. She is a 90% owner in the
Pre-Elementary School. The Elementary School is a 501(3)(c)
non-profit and is managed by a board which Emily and Josh are
members of.
Judge Kevin Anderson oversees the case.
The Debtor is represented by Cohne Kinghorn, P.C. as counsel.
BRIGHT MOUNTAIN: To Issue 10.4 Million Shares to 75 Investors
-------------------------------------------------------------
Bright Mountain Media, Inc. entered into a share issuance
settlement with Spartan Capital Securities, LLC under which it
agreed to issue a total of 10,398,700 of its common stock to 75
accredited investors who participated in its private placement
offering, which began in November 2019 and was completed in August
2020.
As previously disclosed, under the terms of private placement, if
Bright Mountain did not file a listing application of its common
stock on the NYSE American Exchange within an agreed time period
after the company had received at least $1,500,000 of net proceeds
contemplated by the placement agent agreement and obtained listing
approval from the NYSE American within a 120 days from the listing
application deadline, the company would issue to each investor in
such offering an additional share of common stock, provided that if
the listing was not obtained by listing approval deadline, the
deadline would be extended for so long and to the extent that the
company could demonstrate to Spartan's reasonable satisfaction that
it has used and continuing to use good faith efforts to obtain
listing approval.
In order to avoid protracted and expensive litigations as to
whether Bright Mountain was obligated to issue the shares to the
private placement investors, and without admitting or denying that
the company had any such obligation, the company has agreed to
issue the shares to the private placement investors.
The shares to be issued are being issued pursuant to an exemption
from registration under Section 4(a)(2) of The Securities Act of
1933.
About Bright Mountain
Based in Boca Raton, Fla., Bright Mountain Media, Inc. --
www.brightmountainmedia.com -- is an end-to-end digital media and
advertising services platform, efficiently connecting brands with
targeted consumer demographics. In addition to its corporate
website, the Company owns and/or manages 24 websites which are
customized to provide its niche users, including active, reserve
and retired military, law enforcement, first responders and other
public safety employees with products, information and news that
the Company believes may be of interest to them. The Company also
owns an ad network which was acquired in September 2017.
Bright Mountain reported a net loss of $3.40 million for the year
ended Dec. 31, 2019, compared to a net loss of $5.22 million for
the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company
had $42.77 million in total assets, $29.92 million in total
liabilities, and $12.85 million in total shareholders' equity.
EisnerAmper LLP, in Iselin, New Jersey, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
May 14, 2020, citing that the Company has experienced recurring net
losses, cash outflows from operating activities, and has an
accumulated deficit that raise substantial doubt about its ability
to continue as a going concern.
BUCKINGHAM HEIGHTS: Seeks to Hire Sheppard Mullin as Legal Counsel
------------------------------------------------------------------
Buckingham Heights Business Park (a California Limited Partnership)
seeks approval from the U.S. Bankruptcy Court for the Central
District of California to employ Sheppard Mullin Richter & Hampton,
LLC to serve as legal counsel in its Chapter 11 case.
The firm's services include:
a) assisting the Debtor with respect to compliance with the
requirements of the Office of the U.S. Trustee;
b) advising the Debtor with respect to its powers and duties
under the Bankruptcy Code;
c) advising the Debtor on the conduct of the bankruptcy case,
including all of the legal and administrative requirements of
operating in Chapter 11;
d) attending meetings and negotiating with representatives of
creditors and other parties in interest;
e) taking all necessary actions to protect and preserve the
Debtor's estate, including prosecuting actions on the Debtor's
behalf, defending any action commenced against the Debtor, and
representing the Debtor's interest in negotiations concerning
litigation in which it is involved;
f) preparing legal papers and making court appearances;
g) assisting the Debtor in the formulation, negotiation,
confirmation and implementation of a Chapter 11 plan and any
auction, sale or other disposition of its assets; and
h) providing other necessary legal services.
The firm's hourly rates are as follows:
Partners $795 to $985 per hour
Associates $585 to $720 per hour
Sheppard received from the Debtor a retainer in the amount of
$675,000. The firm will also be reimbursed for out-of-pocket
expenses incurred.
Michael Lauter, Esq., a partner at Sheppard, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Michael M. Lauter, Esq.
Jeannie Kim, Esq.
Sheppard Mullin Richter & Hampton LLC
Four Embarcadero Center, 17 th Floor
San Francisco, CA 94111-4109
Telephone: 415.434.9100
Facsimile: 415.434.3947
Email: mlauter@sheppardmullin.com
jekim@sheppardmullin.com
About Buckingham Heights Business Park
(a California Limited Partnership)
Culver City, Calif.-based Buckingham Heights Business Park (a
California Limited Partnership) filed a petition for Chapter 11
protection (Bankr. C.D. Calif. Case No. 21-17060) on Sept. 8, 2021,
listing up to $50 million in assets and up to $500,000 in
liabilities. Judge Sheri Bluebond oversees the case. Sheppard,
Mullin, Richter & Hampton, LLP is the Debtor's legal counsel.
C & C ENTITY: Obtains Cash Access Through October 23
----------------------------------------------------
Judge Ashely M. Chan of the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania authorized C & C Entity, L.P.; Cardile
Mushrooms C&M, LLC; and Cardile Mushrooms, Inc. to use cash
collateral through and including October 23, 2021 according to the
budgets for both Cardile Mushrooms C&M, LLC and Cardile Mushrooms,
Inc.
As previously reported by the TCR, the Debtors' Prepetition Secured
Lenders are Community Federal Savings Bank (CFSB) and CFS-IV, LLC
(CFS4). The Court ruled that each of the Prepetition Secured
Lender continues to be granted a replacement and rollover security
interest in and valid and perfected liens on all of the Debtors'
postpetition collateral to the same extent and priority of their
respective prepetition liens. To the extent that the Rollover
Liens granted are inadequate, the Prepetition Secured Lenders'
claims shall be entitled to administrative priority pursuant to
Sections 503(b) and 507(b) of the Bankruptcy Code.
In recognition of its status as first lien lender, CFSB shall
continue to receive $5,000 in monthly adequate protection payments
from the Debtors on the first day of each month. The Debtor shall
also make continued monthly adequate protection payments of $1,000
to CFS4 on the first day of each and every month.
A subsequent or final hearing on the Motion will be held on October
27, 2021 at 12:30 p.m. by telephonic appearance. Objections or
responses must be filed and served no later than 5 p.m. on October
13.
About C & C Entity L.P.
C & C Entity, L.P. filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code on Sept. 18, 2020. Affiliates,
Cardile Mushrooms Inc. and Cardile Mushrooms C&M, LLC also sought
Chapter 11 protection on the same date. Cardile Mushrooms C&M LLC
packs and distributes fresh mushrooms like Whites/Buttons,
Portabella, Criminis, Oysters and Shiitakes. The cases are jointly
administered under C&C Entity, L.P.'s case (Bankr. E.D. Pa. Case
No. 20-13775).
At the time of the filing, C & C Entity had estimated assets of
less than $50,000 and liabilities of less than $50,000. Cardile
Mushrooms, Inc. and Cardile Mushrooms C&M, LLC each disclosed
assets of up to $50,000 and liabilities between $1,000,000 and
$10,000,000. C & C President Charles Cardile, Jr. signed the
petitions.
Judge Ashely M. Chan oversees the case. The Debtor tapped Offit
Kurman, P.C. as its legal counsel and Umbreit Wileczek &
Associates, P.C. as its accountant.
CHICK LUMBER: May Use Cash Collateral Through Dec. 31
-----------------------------------------------------
Judge Bruce A. Harwood of the U.S. Bankruptcy Court for the
District of New Hampshire authorized Chick Lumber, Inc. to use cash
collateral from October 1 through December 31, 2021, to pay for
ordinary course costs and expenses of its business to the extent
provided in the budget up to $1,623,847. The Debtor's authority
expires at 11:59 P.M. on December 31.
The Court ruled that the Debtor shall make these adequate
protection payments on the last day of each month:
$1,197.93 to an Escrow account for Citizens Financial
Group, Inc. (RBS Citizens) and American Express
Bank, FSB (Amex Bank).
$632.68 to Ford Motor Credit;
$481.70 to Jeldwen, Inc.;
$226.60 to Citizens One Auto Finance;
$219.06 to Citizens One Auto Finance;
$211.94 to Citizens One Auto Finance;
$82.22 to Hitachi Capital Financial;
$63.25 to Wells Fargo Equipment Finance, Inc. - Moffett
Machine;
$37.83 to GreatAmerica Financial Services Corp.;
$39.52 to Wells Fargo Equipment Finance, Inc. - Forklift;
and
$24.66 to BFG Corporation (H2H NC Paint Tinter);
Each Record Lienholder (including RBS Citizens on its own behalf
and as assignee of Amex FSB) is granted a replacement lien in on
the Debtor's post-petition property of the same kinds and types as
the collateral in which it held or claims to have held valid and
enforceable, perfected liens on the Petition Date.
A copy of the order is available for free at https://bit.ly/3a0e9rf
from PacerMonitor.com.
A hearing on the further use of cash collateral will be held
December 15, 2021 at 2 p.m. Objections must be filed on or before
December 8.
About Chick Lumber, Inc.
Chick Lumber, Inc. -- https://www.chicklumber.com/ -- is a dealer
of lumber, plywood, steel beams, engineered wood, trusses, steel
and asphalt roofing, windows, doors, siding, trim, stair parts, and
finish materials. It also offers drafting and design, installation,
delivery, outside sales, and plan reading and estimating services.
The Debtor sought Chapter 11 protection (Bankr. D. N.H. Case No.
19-11252) on Sept. 9, 2019, in Concord. In the petition signed by
Salvatore Massa, president, the Debtor disclosed between $1 million
and $10 million in both assets and liabilities.
Judge Bruce A. Harwood oversees the case.
William S. Gannon PLLC is the Debtor's legal counsel.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Oct. 3, 2019. The Committee is represented by
Goldstein & McClintock, LLLP as its legal counsel.
CLAIRE'S STORES: Files for IPO Three Years After Bankruptcy Exit
----------------------------------------------------------------
Ben Unglesbee of Retail Dive reports that teen retailer Claire's
Stores Inc. has filed for an initial public offering just shy of
three years after it emerged from a Chapter 11 reorganization.
The fashion and jewelry specialist has nearly doubled its sales
year over year during the first half of 2021 and swung to a profit
on its operations, after posting operating losses for the same
period last year, according to its S-1 filing.
Current owners Elliott Management and Monarch Alternative Capital,
which took control of Claire's after its Chapter 11 reorganization,
will still hold substantial interests in and control over Claire's
after an IPO, the company said.
Claire's is the third retail Chapter 11 alumnus this month to file
for IPO, along with Mattress Firm and Guitar Center, in another
sign of the industry's broad-based turnaround this year and a
positive shift in investor sentiment toward retail.
Claire's, known in part as the ear-piercing capital of the American
mall -- the chain said once it had pierced millions of ears over
its life -- filed for bankruptcy in March 2018. Like dozens of
other retail chains to file for Chapter 11 in recent years,
Claire's was hobbled by debt from a private equity takeover.
The retailer made a relatively successful trip through Chapter 11.
Claire's lenders fought over who would get to own the company
post-bankruptcy. In a way, that was a measure of the retailer's
remaining value. For the company, it sure beats nobody wanting to
own it at the end of the process, as was the case in the
liquidations of numerous major retail chains in recent history.
Today Claire's operates nearly 1,400 stores in North America and
another nearly 900 in Europe, and there are hundreds more
franchised stores in the Middle East and South Africa.
Additionally, the retailer runs nearly 200 locations under its
Icing banner in North America.
The company also has 6.5 million loyalty members and recently
launched subscription boxes of curated jewelry and accessories. By
the end of the fiscal year, Claire's expects to invest more than
$150 million in its business, including in its management team,
retail footprint, new formats, e-commerce and omnichannel
capabilities, and piercing experience.
Claire's still carries nearly $500 million in long-term debt, and
another more than $400 million derivative liability that sits on
the company's balance sheet. The company also has a history of net
losses, some of which are due to derivative liability losses
related to preferred company shares.
Claire's is entering a crowded field of IPOs, including more than
10 in retail so far this year. The industry has gotten a major
boost from a booming stock market during much of 2021 as well as
financial support from central banks. Just as important if not more
so is the recovery in sales across much of the industry, driven by
cash-flush and vaccinated consumers that have unleashed pent-up
demand in the market.
About Claire's Stores
Claire's Stores, Inc. -- http://www.clairestores.com/-- is a
specialty retailer of jewelry, accessories, and beauty products for
young women, teens, "tweens," and kids. Through the Claire's
brand, the Claire's Group has a presence in 45 nations worldwide,
through a total combination of over 7,500 Company-owned stores,
concessions locations, and franchised stores. Headquartered in
Hoffman Estates, Illinois, the Company began as a wig retailer by
the name of "Fashion Tress Industries" founded by Rowland Schaefer
in 1961. In 1973, Fashion Tress Industries acquired the
Chicago-based Claire's Boutiques, a 25-store jewelry chain that
catered to women and teenage girls. Following that acquisition,
Fashion Tress Industries changed its name to "Claire's Stores,
Inc." and shifted its focus to a full line of fashion jewelry and
accessories.
In 2007, the Company was taken private and acquired by investment
funds affiliated with, and co-investment vehicles managed by,
Apollo Management VI, L.P. Claire's Group employs approximately
17,000 people globally.
Claire's Stores, Inc., and 7 affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 18-10584) on March 19, 2018,
after reaching terms of a balance sheet restructuring with their
first lien lenders and sponsor Apollo Global Management, LLC.
As of Oct. 28, 2017, Claire's Stores reported $1.98 billion in
total assets against $2.53 billion in total liabilities.
The Hon. Brendan Linehan Shannon is the case judge.
The Debtors tapped Weil, Gotshal & Manges LLP as their bankruptcy
counsel; Richards, Layton & Finger, P.A. as local counsel; FTI
Consulting as restructuring advisor; Lazard Freres & Co. LLC as
investment banker; Hilco Real Estate, LLC as real estate advisor;
and Prime Clerk as claims agent and administrative advisor. Grant
Thornton, LLP, has been tapped as auditor and Deloitte Tax LLP as
tax service provider.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on March 27,
2018, appointed seven creditors to serve on the official committee
of unsecured creditors in the Chapter 11 case of Claire's Stores
Inc. and its affiliates. Cooley LLP serves as lead counsel to the
Committee, Bayard, P.A., as co-counsel, and Province, Inc. as
financial advisor.
The Ad Hoc First Lien Group tapped Morris, Nichols, Arsht & Tunnell
LLP, and Willkie Farr & Gallagher LLP, as counsel.
Oaktree Capital Management tapped White & Case LLP, led by Thomas E
Lauria, and J. Christopher Shore, as counsel; Fox Rothschild LLP as
local counsel; and Houlihan Lokey as investment banker.
CONSOLIDATED ENERGY: Moody's Alters Outlook on B2 CFR to Stable
---------------------------------------------------------------
Moody's Investors Service has affirmed Consolidated Energy
Limited's (CEL) B2 corporate family rating and B2-PD (PDR)
probability of default rating. Moody's also has assigned a B3
rating to the proposed $750 million guaranteed senior unsecured
notes to be issued by Consolidated Energy Finance, S.A. (CEF). The
proposed notes will be issued in a EUR and an $ tranche.
Concurrently Moody's has affirmed the B1 rating of the guaranteed
senior secured term loan B and the guaranteed senior secured
revolving credit facility as well as the B3 rating CEF's existing
guaranteed senior unsecured notes. The outlook on CEL and CEF's
ratings has been changed to stable from negative.
The company intends to use the proceeds from the proposed $750
million guaranteed senior unsecured notes issuance to redeem the
approximately $214 million outstanding under its guaranteed senior
unsecured floating rate notes due 2022 and the outstanding $493
million guaranteed senior unsecured notes due 2025. Accordingly,
Moody's expects to withdraw the rating on these instruments once
they are repaid.
RATINGS RATIONALE
The stabilization of the outlook on CEL's B2 rating reflects the
fact that the company will be refinancing its 2022 unsecured
floating rate notes and that the maturity of its $148 million
equivalent Trinidad and Tobago Term Loan has been extended to 2024.
This alleviates the concerns about CEL's liquidity profile, which
Moody's reflected in the previously negative outlook on the
ratings. CEL has also reached an agreement with the National Gas
Company of Trinidad and Tobago Limited (Ba1 negative) which secures
the gas supply of its subsidiary MHTL in Trinidad and Tobago over
the medium term. The stabilization of the outlook also takes into
account that the company's earnings and cash generation have
steeply recovered due to an improved pricing environment for
Methanol and UAN which should lead to a strongly improved leverage
in 2021. In addition, the rating is supported by Moody's
expectation that CEL will apply some cash flow generated in the
currently strong market environment to reduce gross debt.
Given high Methanol prices CEL's Moody's adjusted gross debt /
EBITDA will further reduce to around 5x by year end 2021 from
currently 6.3x as of end June 2021. Under Moody's midcycle scenario
assuming a posted contract price of $420, CEL's gross leverage
would remain below 6x in line with the B2 rating. This view
reflects the assumption that the company will likely reduce its
reported debt to around $2.8 billion (excluding lease liabilities
and shareholder loans; but including fully consolidated
Natgasoline) in the next 12-18 months and that its 50/50 joint
venture Natgasoline LLC (Natgasoline B1 negative) will be able to
consistently improve its operating rates. Furthermore, the
stabilization of the outlook on CEL's rating also reflects Moody's
expectation that the company will generate FCF/debt of close to 5%
under Moody's mid cycle scenario.
Moody's understands that CEL's shareholder Proman Holding AG
(Proman, unrated) is willing to support CEL, as it has done in the
past. However, Moody's also note that Proman has an outstanding
CHF200 million (approximately $220 million) bond, which will mature
in May 2022.
CEL's rating positively reflects its leading market positions in
methanol, which are underpinned by its competitive cost position as
demonstrated by its high EBITDA margins pre 2020 and in H1-21. Its
world scale methanol plants and AUM (anhydrous ammonia, urea,
ammonium nitrate, and melamine) complex in Trinidad benefit from
natural gas purchased at prices referenced to market prices of
methanol, thereby somewhat mitigating the negative impact of
volatile end product selling prices on its profitability. CEL's
rating also reflects the company's operating leverage, which has
supported a strong earnings recovery as soon as methanol prices
increase. In H1-21 the company generated $176 million FCF
(including the proceeds from the receipt of $60 million insurance
receivable), as adjusted and defined by Moody's. CEL's credit
profile also reflects the company's complex capital structure with
debt at various levels of the group and the fact that cash
generated at its Natgasoline JV can only be upstreamed via
dividends, which will result in an outflow of minority dividends.
LIQUIDITY PROFILE
Following the proposed refinancing, CEL's liquidity profile will be
adequate. As of June 2021 and proforma the refinancing transaction,
CEL will have $183 million of consolidated cash (including
restricted cash) on balance sheet and combined availabilities of
$126 million under its revolving credit facilities at the CEL level
(commitments of $225 million; available $82 million) and at
Natgasoline (commitments of $60 million; available $45 million). In
combination with FFO generation of $400 million over the next 12
months, these sources are sufficient to cover expected capital
expenditures over the next 12 months of $200 million, which include
the amounts for the Natgasoline's turnaround, and day to day cash
needs as well as swings in working capital.
ESG CONSIDERATIONS
CEL is 100% owned by Proman Holding AG, which in turn is privately
owned. Privately owned company's tend to have less independent
board representation compared to listed companies. Proman Holding
AG has other operations outside of CEL, as well as additional cash
resources and outstanding indebtedness. The CEL perimeter
represents a material part of Proman's operations. CEL´s
operations and the operations of its shareholder are highly
interdependent, entities controlled or related to Proman Holding AG
provide distribution, logistics and manufacturing services to CEL
at arms- length, resulting in substantial related party
transactions.
In the past, Proman Holding AG has demonstrated its willingness to
support CEL through equity contributions or deferring the purchase
price consideration for the minority stake in G2X, which CEL
acquired from a Proman entity in 2018. CEL is holding minority
shares in ammonia producers N2000 and CNC, with Proman also holding
minority shares in these companies. In Moody's view the group and
capital structure of Proman/CEL remains rather complex.
STRUCTURAL CONSIDERATIONS
Consolidated Energy Finance, S.A.'s (CEF) outstanding and proposed
senior unsecured bonds are rated B3, one notch below the B2 CFR,
reflecting the priority ranking of the senior secured term
facilities and the $225 million revolving credit facility which are
rated B1. The rating of the unsecured bonds also reflects the
structural subordination of CEF's creditors to those of its US
based operating subsidiary Natgasoline which is not a guarantor to
CEF's bonds and whose financial debt is largely secured against
respective assets. The rating of the senior secured term facilities
is B1, one notch above CEL's CFR, because of their priority ranking
in the capital structure.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could consider downgrading CEL's rating, if the company
fails to reduce leverage to below 6x at midcycle conditions on a
sustainable basis. This could materialize in case of consistently
lower than anticipated production volumes or curtailments to the
company's gas supply. Material cash leakage to CEL's shareholder
resulting in an increase in leverage or a weakening in CEL's
liquidity profile could also lead to a downgrade of its ratings.
Moody's could upgrade CEL's rating, if the company reduces leverage
to below 5x at midcycle conditions with EBITDA to Interest Expense
close to 4x and the company strengthens its liquidity profile.
Furthermore, an upgrade would require further evidence of a
balanced financial policy.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Chemical
Industry published in March 2019.
CORPORATE COLOCATION: Seeks to Hire Hahn Fife & Co. as Accountant
-----------------------------------------------------------------
Corporate Colocation Inc. seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ Hahn Fife &
Company, LLP as its accountant.
The firm's services include:
a. reviewing the analysis prepared on behalf of the Debtor
relating to the utility bills; and
b. determining any accountings received from the landlord
regarding their accuracy based upon the lease agreements between
the landlord and the Debtor.
The firm's hourly rates are as follows:
Donald T. Fife $440 per hour
Staffs $80 to $420 per hour
Hahn Fife & Company will also be reimbursed for out-of-pocket
expenses incurred.
Donald Fife, a partner at Hahn Fife & Company, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Donald T. Fife
Hahn Fife & Company, LLP
790 E. Colorado Blvd. 9th Floor
Pasadena, CA 91101
Tel: (626) 796-9123
Email: dhahn@hahnfife.com
About Corporate Colocation Inc.
Corporate Colocation Inc. operates a large server farm that
provides website services to about 25 subtenants located at 530
West Sixth St., Suite 502, in Los Angeles.
Corporate Colocation filed a petition for Chapter 11 protection
(Bankr. C.D. Calif. Case No. 21-12812) on April 7, 2021, disclosing
$2,284,042 in assets and $5,041,445 in liabilities. Judge Ernest
Robles oversees the case.
Robert M. Yaspan, Esq., at the Law Offices of Robert M. Yaspan and
Hahn Fife & Company, LLP serve as the Debtor's legal counsel and
accountant, respectively.
COTTAGE CAR WASH: Wins Cash Collateral Access Thru Nov 1
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Cottage Car Wash, LLC to use cash collateral on an
interim basis through November 1, 2021, on the same terms and
conditions as set forth in the order authorizing interim use of
cash collateral dated April 30, 2021.
The Debtor is directed to use the funds substantially in accordance
with the budget attached to the Motion and the updated budget filed
on September 15, 2021. The Debtor will by October 19, file a
reconciliation of budget to actual expenses with monthly totals and
cash balances for the period ending September 30.
A further hearing on the matter is scheduled for October 28 at 1:30
p.m.
A copy of the order is available at https://bit.ly/3okXNCb from
PacerMonitor.com.
About Cottage Car Wash
Cottage Car Wash, LLC, a Norfolk, Mass.-based company in the car
wash business, filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 21-10596) on
April 26, 2021. Michael Brabants, manager, signed the petition. The
Debtor disclosed total assets of $916,000 and total liabilities of
$1,481,676.
Judge Janet E. Bostwick oversees the case.
Madoff & Khoury LLP serves as the Debtor's legal counsel.
CRUSADER INSURANCE: A.M. Best Cuts Fin. Strength Rating to C++
--------------------------------------------------------------
AM Best has downgraded the Financial Strength Rating to C++
(Marginal) from B (Fair) and the Long-Term Issuer Credit Rating
(Long-Term ICR) to "b" (Marginal) from "bb+" (Fair) of Crusader
Insurance Company (Crusader). AM Best also has downgraded the
Long-Term ICR to "ccc-" (Weak) from "b" (Marginal) of Crusader's
parent company, Unico American Corporation (Unico). In addition, AM
Best has maintained the under review with negative implications
status for these Credit Ratings (ratings). Concurrently, AM Best
has withdrawn these ratings at the request of the company to no
longer participate in AM Best's interactive rating process. Both
companies are domiciled in Calabasas, CA.
The ratings reflect Crusader's balance sheet strength, which AM
Best assesses as weak, as well as its weak operating performance,
limited business profile and marginal enterprise risk management.
The rating downgrades follow Crusader's announcement that it has
entered into an Administrative Supervision Agreement with the
California Department of Insurance (CDI). The supervision agreement
was requested by the CDI because of its expressed concerns
regarding Crusader's financial stability and the potential effects
on Crusader and its California policyholders of any potential
bankruptcy of Unico. The supervision agreement, among other things,
provides for the appointment by the CDI of a special examiner to
provide supervision and regulatory oversight of Crusader. It also
imposes limitations on Crusader's ability to take certain actions
without the prior written consent of the California Insurance
Commissioner, the special examiner, or the special examiner's
appointed representative. At this time, Crusader's outgoing claims
payments are not expected be limited or delayed. Additionally,
there is nothing in the agreement between the CDI and Crusader that
should restrict Crusader or Unico from pursuing a sale or a
restructuring of Crusader subject to regulatory approvals and
requirements.
While Crusader maintains sufficient liquidity, and its
risk-adjusted capital levels remain at the strongest level, as
measured by Best's Capital Adequacy Ratio (BCAR), the downgrades
reflect the lowered assessment of the balance sheet strength given
the enterprise's diminished financial flexibility and the
constraints imposed on Crusader by the CDI.
CWT: Plans to File Chapter 11 With Prepackaged Plan
---------------------------------------------------
Business travel company CWT confirmed to Bloomberg News that the
company plans to file for Chapter 11 protection to implement a
prepackaged plan of reorganization.
"We plan to use a 'pre-packaged' court-supervised process to
implement the agreement on an expedited basis in the coming weeks
while we continue operating normally," a representative for the
company said in a statement to Bloomberg.
The restructuring would reportedly hand control of the company to
creditors.
The prepackaged bankruptcy is expected to be completed in a
relatively short time span, potentially over a few days, and could
be filed as soon as the end of October, The Wall Street Journal
reported, citing people familiar with the matter.
CWT announced mid-September that it has entered into an agreement
with financial stakeholders representing over 90% of the Company's
outstanding debt to recapitalize the business and further
strengthen CWT's financial position as the recovery in business
travel continues to gain momentum in key markets around the world.
According to the September 15 announcement, key terms of the
agreement, entered into with financial stakeholder Barings LLC,
among others, include:
* Adding $350 million of new equity capital into the business;
* Eliminating almost $900 million of debt by replacing CWT's
existing $1.5 billion in debt with new first lien debt of $625
million issued at market rates and a new undrawn revolving credit
facility;
* Providing CWT with substantial long-term liquidity through the
resulting balance sheet cash and new revolving credit facility;
and
* Providing for all business partners and other providers of
goods and services to CWT to be paid in full.
CWT said in the mid-September announcement that it expects to begin
soliciting formal approval of the plan from its existing financial
stakeholders in the next few weeks and to finalize implementation
of the plan later this year.
Kirkland & Ellis LLP is serving as legal adviser, Houlihan Lokey is
serving as financial adviser, AlixPartners LLP is serving as
restructuring adviser and Shearman & Sterling LLP is serving as
corporate finance counsel to CWT.
Stroock & Stroock & Lavan LLP and Paul, Weiss, Rifkind, Wharton &
Garrison LLP are serving as legal advisors and Rothschild & Co. and
Evercore are serving as financial advisors to the groups of CWT's
noteholders.
About Barings
Barings is a $382+ billion (as of 6/30/2021) global investment
manager, sourcing differentiated opportunities and building
long-term portfolios across public and private fixed income, real
estate, and specialist equity markets. With investment
professionals based in North America, Europe and Asia Pacific, the
firm, a subsidiary of MassMutual, aims to serve its clients,
communities and employees, and is committed to sustainable
practices and responsible investment.
About CWT
Headquartered in Minneapolis, Minnesota, CWT is a
Business-to-Business-for-Employees (B2B4E) travel management
platform. CWT manages business travel, meetings, incentives,
conferencing, exhibitions, and handles event management across six
continents. Pre-pandemic, the Company handled 100 meetings and
events and talked to almost 60,000 travelers DAILY. The Company
reported total transaction volume US$24.8 billion in 2019.
DALTON CRANE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Dalton Crane, L.C.
599 State Hwy 111 N
P.O. Box 725
Edna, TX 77957
Business Description: Dalton Crane, L.C. is a crane service
provider in Texas.
Chapter 11 Petition Date: October 1, 2021
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 21-33218
Debtor's Counsel: Michael G. Colvard, Esq.
MARTIN & DROUGHT, P.C.
Weston Centre
112 East Pecan Street
San Antonio, TX 78205
Tel: (210) 227-7591
Fax: (210) 227-7924
Email: mcolvard@mdtlaw.com
Total Assets: $22,113,730
Total Liabilities: $14,515,457
The petition was signed by Joshua Dalton, CEO/member.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/O6TTK3I/Dalton_Crane_LC__txsbke-21-33218__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. First State Bank $463,000
P.O. Box 254
Ganado, TX 77962
2. American Eagle/Bennett Account $355,555
Motor Express Balance
P.O. Box 896829
Charlotte, NC 28289
3. Manitowoc Finance Contract/Lease $100,849
P.O. Box 41602
Philadelphia, PA 19101-1602
4. Manitowoc Finance Contract/Lease $100,847
P.O. Box 41602
Philadelphia, PA 19101-1602
5. American Express Account $92,166
P.O. Box 981535 Balance
El Paso, TX 79998-1535
6. AFS/IBEX Insurance $80,368
P.O. Box 224528
Dallas, TX 75222-9762
7. B-C Equipment Sales, Inc. Account $78,458
P.O. Box 10345 Balance
Corpus Christi, TX
78460-0345
8. Ascentium Capital $20,643
23970 Hwy. 59N
Kingwood, TX 77339-1535
9. People's Capital and $15,021
Leasing Corp.
850 Main Street
BC03-RC#871
Bridgeport, CT 06604-4913
10. EROAD Account $11,201
7618 S.W. Mohak Street Balance
Tualatin, OR 97062
11. Mainstays Suites Account $10,952
565 N. IH-35 Balance
Cotulla, TX 78014
12. Anderson Machinery Parts & Rental $8,523
Company Equipment
5309 U.S. Hwy. 59 N
Victoria, TX 77905
13. Dalton Trucking Account $8,100
P.O. Box 5606 Balance
Victoria, TX 77903
14. Midland Equipment Finance $5,084
1801 Park 270 Drive,
Suite 200
St. Louis, MO 63146
15. Winde Transport, LLC Account $4,600
245 FM 60 S Balance
Caldwell, TX 77836
16. Hollingsworth Grain & Account $4,305
Trucking, Inc. Balance
P.O. Box 384
Sanger, TX 76266
17. Merit Energy Company Account $4,297
28808 North FM 681 Balance
Edinburg, TX 78541
18. Double Coin Account $4,250
Corcentric, LLC Balance
62861 Collections Center Drive
Chicago, IL 60693
19. Corcentric, LLC National Tire $4,250
62861 Collections Account
Center Drive
Chicago, IL 60693
20. Southern Tire Mart Account $3,127
7605 Hwy. 59 N Balance
Victoria, TX 77905
DETOUR PLUMBING: Gets OK on SBA Cash Collateral Deal
----------------------------------------------------
Judge Sandra R. Klein of the U.S. Bankruptcy Court for the Central
District of California approved the stipulation between Detour
Plumbing Services Inc. and the U.S. Small Business Administration
on the Debtor's use of cash collateral. Pursuant to the
stipulation, the Debtor may use the cash collateral until entry of
an order confirming the Debtor's plan of reorganization or December
31, 2021, whichever occurs earlier, for ordinary and necessary
expenses as set forth in the projections
As adequate protection, the SBA shall receive a replacement lien to
the extent of decrease in the value of its interest in the Personal
Property Collateral on a post-petition basis. Any diminution in
the value of SBA's collateral shall entitle the SBA to a
super-priority claim pursuant to Sections 503(b), 507(a)(2) and
507(b) of the Bankruptcy Code. The Debtor executed a note to the
SBA for $150,000 on May 13, 2020 for the Debtor's working capital.
The Stipulation further provides that the Debtor shall remit
payments to the SBA in accordance with the deadlines and amounts
set forth in the SBA Loan documents. SBA's claim under the SBA
Loan shall be allowed as a secured claim for $150,000, plus all
ongoing accrued interest. The Debtor shall use its best efforts to
diligently seek confirmation of a Chapter 11 plan of
reorganization.
A copy of the Stipulation is available for free at
https://bit.ly/3AUaDux from PacerMonitor.com.
A copy of the order is available for free at https://bit.ly/3mb8zIx
from PacerMonitor.com.
About Detour Plumbing Services Inc.
Detour Plumbing Services Inc. -- https://detourplumbing.com/ --
sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 21-17066)
on September 8, 2021, listing up to $50,000 in assets and $100,000
to $500,000 in liabilities. Jared Yochim, secretary/chief
financial officer, signed the petition.
Judge Sandra R. Klein presides over the case.
Anand Law PC is the Debtor's counsel.
The firm may be reached through:
Brandon J. Anand, Esq.
Anand Law PC
5455 Wilshire Blvd., Ste. 1609
Los Angeles, CA 90036
Telephone: (323) 325-3389
Email: brandon@anandlaw.com
DIOCESE OF ROCKVILLE: Proposes Ex-Judge Gerber as FCR
-----------------------------------------------------
The Roman Catholic Diocese of Rockville Centre on Thursday, Sept.
30, 2021, proposed a candidate to be appointed as the
representative of future sex abuse claims in its Chapter 11 case,
saying a critical part of its restructuring is ensuring that these
unknown claims are adequately represented in the proceedings, Vince
Sullivan of Law360 reported.
According to Law360, the diocese in its motion said that its
bankruptcy case has been widely publicized and that most sex abuse
claims are likely known to the debtor at this point, but it is
still important that a future claims representative be appointed as
the diocese moves toward the formulation of a Chapter 11 plan.
According to court filings, the Debtor is proposing that Robert E.
Gerber be appointed as future claims representative, the legal
representative for holders of future Sexual Abuse Claims. The FCR
will represent individuals that may hold a Sexual Abuse Claim based
on sexual abuse that occurred prior to the Petition Date, but who,
as of the Sexual Abuse Bar Date, had not filed a proof of claim
against the Debtor and who have a valid legal excuse for not doing
so (the "Future Claimants").
The Debtor submits that Mr. Gerber is an independent and
particularly well-
qualified candidate to represent Future Claimants. Mr. Gerber has
broad experience in financial reorganizations and disputes. Mr.
Gerber returned to private practice in 2016 upon his retirement
from the federal bench, having served, for 15 years, as a United
States Bankruptcy Judge in the Southern District of New York.
During his tenure as a federal bankruptcy judge, he presided over a
wide variety of complex cases -- with 10 cases with over $1 billion
in debt and many more with over $100 million in debt -- including
PSINet, Ames Department Stores, Global Crossing, Adelphia, ABIZ,
Basis Yield Alpha Fund, Lyondell Chemical, BearingPoint, DBSD North
America, Chemtura, Pinnacle Airlines, Houghton-Mifflin Harcourt and
General Motors. He was named as one of the nation's outstanding
bankruptcy judges six times. Judge Gerber was originally appointed
to the bench in 2000; reappointed in 2014; and appointed for
"recall" -- akin to "Senior Judge" Status -- in 2015. Over the
course of that time, he issued about 200 published opinions,
principally in the business bankruptcy and corporate governance
areas.
About The Roman Catholic Diocese of
Rockville Centre, New York
The Roman Catholic Diocese of Rockville Centre, New York, is the
seat of the Roman Catholic Church on Long Island. The Diocese has
been under the leadership of Bishop John O. Barres since February
2017. The State of New York established the Diocese as a religious
corporation in 1958. The Diocese is one of eight Catholic dioceses
in New York, including the Archdiocese of New York. The Diocese's
total Catholic population is approximately 1.4 million, roughly
half of Long Island's total population of 3.0 million. The Diocese
is the eighth largest diocese in the United States when measured by
the number of baptized Catholics.
The Roman Catholic Diocese of Rockville Centre, New York, filed a
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept.
30, 2020. The Diocese was estimated to have $100 million to $500
million in assets and liabilities as of the filing.
The Hon. Shelley C. Chapman is the case judge.
The Diocese tapped Jones Day as legal counsel, Alvarez & Marsal
North America, LLC, as restructuring advisor, and Sitrick and
Company, Inc., as communications consultant. Epiq Corporate
Restructuring, LLC, is the claims agent.
The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors in the Chapter 11 case. The Committee retained
Pachulski Stang Ziehl & Jones LLP as its legal counsel and Ruskin
Moscou Faltischek, PC as special real estate counsel.
ERBIN FINANCES: Chapter 15 Case Summary
---------------------------------------
Chapter 15 Debtor: Erbin Finances Pty Limited
(in Liquidation)
26 Flinders Street
Adelaide, South Australia 05000
Type of Business: Erbin Finances operated as an intercompany
borrowing and lending entity within a
remarkably complex group of companies
controlled and operated by, and use for the
personal benefit of, the Binetter family,
many of which companies have been the
subject of a far-ranging tax investigation
by the Australian Taxation Office.
The results of that investigation have
culminated in multiple legal proceedings
against, among other parties, certain
banks and members of the Binetter family
personally, in connection with an
international tax avoidance scheme
involving the Debtor and other family
companies going back 25 years.
Foreign
Proceeding: Sheahan and Lock as Liquidators of
Milgerd Nominees Pty Ltd (In Liq.) et
ors., case no. 2018/00365045 (Sup. Ct.
of NSW)
Chapter 15
Petition Date: September 30, 2021
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 21-11700
Judge: Hon. Michael E. Wiles
Foreign
Representative: John Sheahan
26 Flinders Street
Adelaide, South Australia 05000
Foreign
Representative's
Counsel: Robert N.H. Christmas, Esq.
NIXON PEABODY LLP
55 West 46th St.
New York NY 10022
Tel: (212) 940-3103
Email: rchristmas@nixonpeabody.com
- and -
Christopher J. Fong, Esq.
NIXON PEABODY LLP
55 West 46th Street
New York, New York 10036
Tel: (212) 940-3000
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/U7G7RWI/Erbin_Finances_Pty_Limited_in__nysbke-21-11700__0001.0.pdf?mcid=tGE4TAMA
ERMA NOMINEES: Chapter 15 Case Summary
--------------------------------------
Chapter 15 Debtor: Erma Nominees Pty Limited
(In Liquidation)
26 Flinders Street
Adelaide, South Australia 05000
Type of Business: Operated as an investment vehicle with
extensive dealings with intercompany
borrowing and lending entities within a
remarkably complex group of companies
controlled and operated by, and use for the
personal benefit of, the Binetter family,
many of which companies have been the
subject of a far-ranging tax investigation
by the Australian Taxation Office.
The results of that investigation have
culminated in multiple legal proceedings
against, among other parties, certain
banks and members of the Binetter family
personally, in connection with an
international tax avoidance scheme
involving the Debtor and other family
companies going back 25 years.
Foreign
Proceeding: Sheahan and Lock as Liquidators of
Milgerd Nominees Pty Ltd (In Liq.) et
ors., case no. 2018/00365045
(Sup. Ct. of NSW)
Chapter 15
Petition Date: September 30, 2021
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 21-11703
Judge: Hon. Michael E. Wiles
Foreign
Representative: John Sheahan
Foreign
Representative's
Counsel: Robert N.H. Christmas, Esq.
NIXON PEABODY LLP
55 West 46th St.
New York NY 10022
Tel: (212) 940-3103
E-mail: rchristmas@nixonpeabody.com
- and -
Christopher J. Fong, Esq.
NIXON PEABODY LLP
55 West 46th Street
New York, New York 10036
Tel: (212) 940-3000
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/GRGTZWY/Erma_Nominees_Pty_Limited_In_Liquidation__nysbke-21-11703__0001.0.pdf?mcid=tGE4TAMA
EVERGREEN 1 ASSOCIATES: UST Wants Chapter 11 Trustee Appointed
--------------------------------------------------------------
Andrew R. Vara, United States Trustee, Regions 3 & 9, filed with
the U.S. Bankruptcy Court for the District of New Jersey a
cross-motion for entry of an order: (i) dismissing the Debtors'
cases; or, in the alternative (ii) directing the appointment of a
Chapter 11 Trustee with respect to Evergreen I Associates, LLC and
its affiliated debtors.
The cross-motion is in response to (i) the motion of 710 Route 38
ABL I Holdings, LLC, (as successor-in-interest to Pender Capital
Asset Based Lending Fund I, LP) for entry of an Order Excusing
Receiver from Complying with Custodial Turnover Requirements and
Keeping Receiver in Possession and Control of the Mortgaged
Premises and Rents, and (ii) the Debtors' Cross-Motion for Entry of
an Alternative Form of Order.
The U.S. Trustee said he objects to 710 Route's Motion to Excuse
Turnover because the Receiver is not empowered to operate the
Debtors' in bankruptcy and has no fiduciary obligations to the
bankruptcy estate. Only chapter 11 trustees and
debtors-in-possession may manage the affairs of chapter 11 debtors,
the U.S. Trustee said. The Debtors are currently controlled by a
receiver. As a result, there exists a management vacuum for the
Debtors in which no fiduciary is currently authorized to manage the
Debtors' affairs, which creates a potential risk of harm to the
estates and all parties in interest.
According to the U.S. Trustee, the Debtors is seeking to refinance
the Property to remove the Pre-Petition Lender, and then redevelop
the Property outside of bankruptcy. Accordingly, they appear to
have no intention to remain in bankruptcy to propose a plan and
repay creditors. The case should be dismissed now so that all
creditors can be restored to the status quo pre-petition and, if
the Debtors have a legitimate means of refinancing, they can do so
outside of bankruptcy. Alternatively, if the Debtors remain in
bankruptcy, it is imperative that the Court appoint an estate
fiduciary to fill the management void.
A copy of the cross motion and objection is available for free at
https://bit.ly/39PHyo9 from PacerMonitor.com.
The matter will be heard on October 5, 2021 at 10 a.m.
About Evergreen I Associates LLC, et al.
Evergreen I Associates LLC and its affiliates, Evergreen II
Associates LLC; Evergreen III Associates LLC; and Evergreen Plaza
Associates, LLC, are engaged in activities related to real estate.
The companies each filed a Chapter 11 petition on September 9,
2021.
In the petitions signed by Nicholas Aynilian, manager, each of
Evergreen I Associates and Evergreen II Associates estimated $1
million to $10 million in both assets and liabilities. In
addition, Evergreen III Associates listed $100,000 to $500,000 in
assets and $1 million to $10 million, while Evergreen Plaza
Associates disclosed up to $50,000 in assets and likewise $1
million to $10 million in liabilities. The Debtors' cases are
jointly administered under Evergreen I Associates (Bankr. D. N.J.
Lead Case No. 21-17116).
Judge Christine M. Gravelle presides over the cases.
Riker, Danzig, Scherer, Hyland & Perretti LLP is tapped as the
Debtors' counsel.
EXCELLENCE 2000: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Excellence 2000, Inc.
20328 OSR
Midway, TX 75852-3326
Chapter 11 Petition Date: September 27, 2021
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 21-33136
Judge: Hon. Eduardo V. Rodriguez
Debtor's Counsel: Reese Baker, Esq.
BAKER & ASSOCIATES
950 Echo Ln Ste 300
Houston, TX 77024-2824
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $100,000 to $500,000
The petition was signed by Sherwin Allen as president.
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/XNP3QDA/Excellence_2000_Inc__txsbke-21-33136__0001.0.pdf?mcid=tGE4TAMA
EXELA TECHNOLOGIES: Will Use $400 Million of Capital to Cut Debt
----------------------------------------------------------------
Exela Technologies, Inc. (NASDAQ: XELA), a global business process
automation leader across numerous industries, on Sept. 30, 2021,
announced that the Company plans to deploy over $400 million of
capital. The move encapsulates the Company's multipart strategy to
materially reduce its total amount of debt and associated interest
expense, including lowering the cost of debt. The Company believes
that the strengthened balance sheet and improved cash flow
generation will further expand shareholder value.
In addition to liquidity of $207 million as of Sept. 28, 2021,
proceeds from the recently announced equity financing are expected
to provide the Company with over $400 million in capital to deploy
in this initiative. Exela plans to use these funds, among other
uses, for the purchase or retirement of debt, investment in its
business and other general corporate purposes.
Exela's weighted average interest rate for the outstanding debt was
9.6% for FY 2020. The total debt related payments (including cash
interest paid and amortizations) were $173 million for the 12
months ended December 31, 2020, and $85 million for the 6 months
ended June 30, 2021, respectively. To date, the Company has
already bought back $95 million of debt via open market purchases
using $64 million of cash on hand. These executed debt purchases
have improved the Company's annual cash flow by $11 million. Exela
is also on track to achieve the remainder of the previously
announced $25 million annual cash flow improvement target within
the next 3 months. Every $100 million of debt reduction improves
incremental annual cash flow between $10 million to $13 million
creating significant value for shareholders.
Par Chadha, Exela's Executive Chairman, noted, "While we have made
significant strides, we believe that the execution of this next
step positions us well to continue expanding shareholder value. I
am not pleased with the speed of our capital deployment strategy
and hope to prudently accelerate it. We are thankful to our large,
growing, and global shareholder base, our employees and customers
to become a global powerhouse with leading brand recognition in the
industries we serve."
About Exela Technologies
Exela Technologies is a business process automation (BPA) company,
leveraging a global footprint and proprietary technology to provide
digital transformation solutions enhancing quality, productivity,
and end-user experience. With decades of experience operating
mission-critical processes, Exela serves a growing roster of more
than 4,000 customers throughout 50 countries, including over 60% of
the Fortune 100. With foundational technologies spanning
information management, workflow automation, and integrated
communications, Exela's software and services include
multi-industry department solution suites addressing finance and
accounting, human capital management, and legal management, as well
as industry-specific solutions for banking, healthcare, insurance,
and public sectors.
Exela reported a net loss of $178.53 million in 2020, a net loss of
$509.12 million in 2019, and a net loss of $169.81 million in 2018.
As of June 30, 2021, the Company had $1.09 billion in total assets,
$2.03 billion in total liabilities, and a total stockholders'
deficit of $943.27 million.
* * *
As reported by the TCR on July 20, 2021, S&P Global Ratings
affirmed its 'CCC-' issuer credit rating on Exela Technologies Inc,
Texas-based business process automation company. S&P said, "The
negative outlook reflects that we expect Exela to undertake a
distressed debt exchange (which we would view as tantamount to a
default). This is based on the company's recent equity capital
raise, high debt service costs, and stated intention to use the
equity proceeds to reduce its debt, which is currently trading at
discounted levels.
EXPRESS GRAINS: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Tim Kalich of The Green Commonwealth reports that Express Grain
Terminals LLC, one of Greenwood's fastest-growing companies, is
seeking protection from its creditors. Express Grain operates an
oil mill in Greenwood as well as other agriculture-related
endeavors.
About Express Grains Terminals
Greenwood, Mississippi-based Express Grain Terminals, LLC, produces
soy products such as oil and biodiesel.
Express Grains Terminals sought Chapter 11 protection (Bankr. N.D.
Miss. Case No. 21- 11832) on Sept. 29, 2021. In the petition
signed by John Coleman as member, Express Grains Terminals
estimated assets of between $10 million and $50 million and
estimated liabilities of between $50 million and $100 million.
Craig M. Geno, Esq., of LAW OFFICES OF CRAIG M. GENO, PLLC, is the
Debtor's counsel.
FABMETALS INC: Wins Interim Cash Collateral Access Until Oct. 8
---------------------------------------------------------------
Judge Guy R. Humphrey of the U.S. Bankruptcy Court for the Southern
District of Ohio authorized FabMetals, Inc. to use, on an interim
basis, the cash collateral of Park National Bank (f/k/a Security
National Bank, a Division of The Park National Bank) until the
earlier of (i) October 8, 2021; and (ii) the occurrence of a
termination event, pursuant to the budget in the ordinary course of
business.
Any requests for a variance made by the Debtor to PNB for $10,000
or less (up to an aggregate amount of $20,000 per calendar month)
shall be deemed to have been approved by PNB if no response is
received from PNB within one business day from the date of request.
All other variance approvals from PNB shall be in writing made by
PNB prior to the incurrence of the obligation.
The Court further ruled that the Debtor shall grant to PNB valid
and perfected first priority liens and security interests on (i)
all of the cash collateral and all proceeds thereof, and (ii) all
of the Debtor's property and assets acquired on or after the
Petition Date. The Debtor shall also make monthly interest only
payments to PNB under the Senior Secured Loan Documents, as monthly
adequate protection. Moreover, PNB is granted an administrative
expense claim against the Debtor's estate for the full amount of
any post-petition diminution in value of its interests in the cash
collateral. PNB is also granted a replacement lien in order to
secure the Adequate Protection Claim.
The Court, in addition, directed the Debtor to deposit $2,000 with
the Subchapter V Trustee, on a monthly basis, and the Subchapter V
Trustee shall hold the deposit in trust, pending a Court order
authorizing payment of the Subchapter V Trustee's fees. The Court,
however, prohibited the Debtor from making any dividend
distribution to its owners.
A copy of the order is available for free at https://bit.ly/3mdaj3S
from PacerMonitor.com.
A final hearing on the Motion has been set for October 7, 2021 at 2
p.m. The hearing may not be held in the event there are no timely
objections that remain unresolved by agreed order.
About FabMetals, Inc.
FabMetals, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ohio Case No. 21-31583) on September
17, 2021. In the petition signed by Tommy Hensley, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Guy R. Humphrey oversees the case.
Patricia J. Friesinger, Esq., at Coolidge Wall Co., L.P.A. is the
Debtor's counsel.
Security National Bank, a Division of The Park National Bank, as
lender, is represented by Vorys, Sater, Seymour and Pease LLP.
James A. Coutinho, a partner at Allen Stovall Neuman & Ashton LLP,
has been appointed as the Debtor's Subchapter V Trustee.
The Subchapter V Trustee may be reached at:
James A. Coutinho, Esq.
Allen Stovall Neuman & Ashton LLP
17 S. High St., Ste. 1220
Columbus, OH 43215
Telephone: (614) 221-8500
Facsimile: (614) 221-5988
Email: coutinho@ASNAlaw.com
FIERCE TELECOM: Hires Melissa Pint to Head Digital Transformation
-----------------------------------------------------------------
Sue Marek of Fierce Telecom reports that Frontier Communications is
on a hiring spree as it works to transform itself into a fiber
powerhouse after emerging from Chapter 11 bankruptcy earlier this
year. The company's latest hire is Melissa Pint as its chief
digital information officer.
Pint will be responsible for handling the company's digital
transformation, including its digital operations and architecture,
enterprise technology architecture, business processes and customer
engagement.
Pint most recently was the SVP and head of technology at retailer
JCPenney. While there, she designed and implemented the technology
group’s digital optimization strategy and also oversaw JCP.com
and the JCP mobile app as well as all the store and supply chain
systems.
She will report to CEO Nick Jeffery.
"Frontier is on an ambitious digital transformation journey, and I
can't think of a more qualified leader than Melissa to spearhead
this effort," said Jeffery, in a statement.
Besides her work at JCPenney, she has also head leadership
positions in technology, IT and operations at Target and Cargill.
Frontier is in the midst of an ambitious turnaround strategy that
includes a rapid fiber expansion throughout its territory as well
as a makeover of the company's customer care systems.
During a recent investor call, Jeffery said that he believes
Frontier can succeed at this strategy if it focuses on building
fiber as fast as it can; launching compelling customer offers;
improving customer care; and streamlining its costs.
About Frontier Communications
Frontier Communications Corporation (OTC: FTRCQ) offers a variety
of services to residential and business customers over its
fiber-optic and copper networks in 25 states, including video,
high-speed internet, advanced voice, and Frontier Secures digital
protection solutions. Frontier Business offers communications
solutions to small, medium, and enterprise businesses.
Frontier Communications Corporation and 103 related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-22476) on
April 14, 2020.
Judge Robert D. Drain oversees the cases.
The Debtors tapped Kirkland & Ellis LLP as legal counsel; Evercore
as financial advisor; and FTI Consulting, Inc., as restructuring
advisor. Prime Clerk is the claims agent, maintaining the page
http://www.frontierrestructuring.com/and
https://cases.primeclerk.com/ftr
The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors in Debtors' Chapter 11 cases. The committee
tapped Kramer Levin Naftalis & Frankel LLP as its counsel; Alvarez
& Marsal North America, LLC, as financial advisor; and UBS
Securities LLC as an investment banker.
FIGUEROA MOUNTAIN: Court OKs Tenth Cash Collateral Stipulation
--------------------------------------------------------------
Judge Martin R. Barash of the U.S. Bankruptcy Court for the Central
District of California approved the tenth stipulation between
Figueroa Mountain Brewing, LLC, on the one hand, and secured
creditors, White Winston Select Asset Funds, LLC and SCS
Acquisition LLC (as successor in interest to Montecito Bank &
Trust), on the other hand.
Accordingly, the Debtor is authorized to use cash collateral, on a
final basis, to pay for the expenses set forth in the budget from
September 20, 2021 through the earlier of (a) December 19, 2021, or
(b) the date on which the Debtor's cash on hand falls below the
Cash Floor initially set at $698,865.
The Secured Creditors shall continue to receive replacement liens
in post-petition collateral, as adequate protection, pursuant to
the terms of the Tenth Stipulation.
A copy of the order is available for free at https://bit.ly/3kWSabh
from PacerMonitor.com.
About Figueroa Mountain Brewing LLC
Founded in 2020, Figueroa Mountain Brewing, LLC --
https://www.figmtnbrew.com/ -- is in the business of manufacturing
beer with principal place of business in Buellton, Calif.
Figueroa Mountain Brewing sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-11208) on Oct. 5,
2020. Jaime Dietenhofer, the company's manager, signed the
petition.
At the time of the filing, the Debtor had estimated assets of
between $1 million and $10 million and liabilities of the same
range.
Judge Martin R. Barash oversees the case.
Lesnick Prince & Pappas LLP is the Debtor's legal counsel.
FIRST TO THE FINISH: May Use Cash Collateral Through Oct 29
-----------------------------------------------------------
Michael E. Collins, Chapter 11 Trustee for First to the Finish Kim
and Mike Viano Sports Inc., on behalf of the Debtor, entered into a
stipulation with CNB Bank & Trust, N.A. and Nike USA, Inc.
pertaining to the Trustee's use of cash collateral.
CNB, Nike and the Bank of Springfield, as Secured Lenders, have
asserted a perfected security interest in the Debtor's bankruptcy
estate.
Judge Laura K. Grandy of the U.S. Bankruptcy Court for the Southern
District of Illinois approved the stipulation, and accordingly
authorized the Trustee to use the cash collateral from the
appointment date through and including the termination date, solely
in accordance with the budget, plus the permitted variance.
The termination date will be the earlier of (i) October 29, 2021,
(ii) the entry of a final order on the Trustee's use of the cash
collateral, (iii) five business days after notice of a termination
event, (iv) the dismissal of the Debtor's case, or the conversion
of the case to one under Chapter 7 of the Bankruptcy Code, (vi) the
consummation of the sale of substantially all of the assets of the
estate, or (vii) the effective date of any confirmed Chapter 11
plan.
The Court ruled that the Trustee may exceed the budget by an agreed
amount, subject to Court approval, to pay a mediator to conduct a
global mediation of the claims and defenses asserted by the Secured
Lenders, the Chapter 11 Trustee and Michael Viano, as well as for
purchasing inventory to fulfill open purchase orders, subject to
the assent of Nike.
As adequate protection, the Secured Lenders will be granted access
to examine the books and records of the Debtors and take inventory
of assets of the estate. In addition, the Secured Lenders are
granted valid and perfected security interests in and lies,
including replacement liens, on all property of the estate, to the
extent of diminution in value of the Secured Lenders' interest in
the prepetition collateral. The Secured Lenders will also have
administrative expense claims against the Debtor's estate.
The liens and claims granted to the Secured Lenders are subject to
a carve-out of funds of up to $100,000 for fees owed to the U.S.
Trustee; fees and expenses incurred by the Trustee and his
professionals and the Debtor's professionals.
The Adequate Protection Liens and the 507(b) Claims are valid,
perfected, enforceable, and effective as of the Petition Date
without the need for any further action by the Trustee, the Secured
Lenders, or the necessity of execution or filing of any instruments
or agreements.
A copy of the order and the Debtor's budget is available for free
at https://bit.ly/3imZlaX from PacerMonitor.com.
The Debtor projects $210,000 in budgeted cash receipts and
$216,830.90 in total cash disbursements for October 2021.
Final telephonic hearing on the matter is scheduled for October 28
at 9 a.m. Objections are due no later than 14 days after entry of
the interim order.
About First to the Finish Kim
and Mike Viano Sports Inc.
First to the Finish Kim and Mike Viano Sports Inc. sells sporting
goods, hobbies, and musical instruments.
First to the Finish Kim and Mike Viano Sports filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Ill. Case No. 20-30955) on October 7, 2020. The petition was
signed by Mike Viano, president. At the time of filing, the Debtor
estimated $1 million to $10 million in both assets and
liabilities.
Judge Laura K. Grandy oversees the case.
The Debtor is represented by Carmody MacDonald P.C.
The Chapter 11 Trustee, Michael E. Collins, is represented by
Manier & Herod, P.C.
CNB Bank & Trust, N.A., as secured lender, is represented by Silver
Lake Group, Ltd. Nike USA, Inc., also a secured lender, is
represented by A.M. Saccullo Legal, LLC.
FIVETOWER LLC: Taps Richard P. Joblove as Special Counsel
---------------------------------------------------------
Fivetower, LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of Florida to employ Richard P. Joblove, P.A.
as special counsel.
The Debtor needs the firm's legal assistance in connection with
these collection cases pending in the Circuit Court in Miami-Dade
County, Florida, captioned as: (i) FiveTower, LLC v. Platinum
Travel LLC, et al., Case No. 2019-023526-CA-01; (ii) FiveTower, LLC
v. Custom Tech Sources LLC, et al., Case No. 2021-024605-CC-26;
(iii) FiveTower, LLC v. Kendall Tiles Distributors Corp., Case No.
2019-012708-CC-26; (iv) FiveTower, LLC v. Launerts Construction &
Development Services, LLC, et al., Case No. 2019-036044-CA-01; (v)
FiveTower, LLC v. A.R. Flooring Inc., et al., Case No.
2020-006317-CA-01; (vi) FiveTower, LLC v. Cigraph Corporation, et
al., Case No. 2020-015032-CC-26; (vii) FiveTower, LLC v. Bello's
Trucking Enterprises, Inc., et al., Case No. 2021-028295-CC-26.
The firm will also represent the Debtor in a case it will file
against Angarica Trucker Corp.
The firm will be paid a contingency fee of 25 percent of the gross
recovery and reimbursed for work-related expenses incurred.
Richard Joblove, Esq., disclosed in a court filing that his firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached at:
Richard P. Joblove, Esq.
Richard P. Joblove, P.A.
12372 Southwest 82nd Avenue, First Floor
Miami, FL 33156-5223
Phone: 305.256.4300
Toll-Free: 1.866.JOBLOVE
Fax: 305.256.4302
Email: joblove@joblovelaw.com
About FiveTower LLC
Aventura, Fla.-based FiveTower, LLC filed a petition under Chapter
11, Subchapter V, of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
21-17617) on Aug. 2, 2021, listing up to $1 million in assets and
up to $10 million in liabilities. Linda Leali is the duly
appointed Subchapter V trustee.
Judge Laurel M. Isicoff oversees the case.
The Debtor tapped Weiss Serota Helfman Cole & Bierman, PL as
bankruptcy counsel; Markowitz, Ringel, Trusty & Hartog, P.A. and
Richard P. Joblove, P.A. as special counsel; Pinchasik Yelen Muskat
Stein, LLC as accountant; and Dinnall Fyne & Co. as financial
advisor.
GEROBIN FINANCES: Chapter 15 Case Summary
-----------------------------------------
Chapter 15 Debtor: Gerobin Finances Pty Ltd
(in Liquidation)
26 Flinders Street
Adelaide, South Australia 05000
Type of Business: Gerobin operated as an intercompany
borrowing and lending entity within a
remarkably complex group of companies
controlled and operated by, and use for the
personal benefit of, the Binetter family,
many of which companies have been the
subject of a far-ranging tax investigation
by the Australian Taxation Office.
The results of that investigation have
culminated in multiple legal proceedings
against, among other parties, certain
banks and members of the Binetter family
personally, in connection with an
international tax avoidance scheme
involving the Debtor and other family
companies going back 25 years.
Foreign
Proceeding: Sheahan and Lock as Liquidators of
Milgerd Nominees Pty Ltd (In Liq.) et
ors., case no. 2018/00365045 (Sup. Ct.
of NSW)
Chapter 15
Petition Date: September 30, 2021
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 21-11699
Judge: Hon. Michael E. Wiles
Foreign
Representative: John Sheahan
26 Flinders Street
Adelaide, South Australia 05000
Foreign
Representative's
Counsel: Robert N.H. Christmas, Esq.
NIXON PEABODY LLP
55 West 46th St.
New York NY 10022
Tel: (212) 940-3103
E-mail: rchristmas@nixonpeabody.com
- and -
Christopher J. Fong, Esq.
NIXON PEABODY LLP
55 West 46th Street
New York, New York 10036
Tel: (212) 940-3000
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/U7G7RWI/Erbin_Finances_Pty_Limited_in__nysbke-21-11700__0001.0.pdf?mcid=tGE4TAMA
GLASS MOUNTAIN: Inks Restructuring Deal to Cut Debt
---------------------------------------------------
Glass Mountain Pipeline Holdings LLC announced Oct. 1, 2021, that
with the support of its equity sponsor GEPIF Glass Mountain
Pipeline LLC (the "Sponsor") and lenders holding 66.97% of the
Company's revolving and term loans (the "Consenting Lenders"), it
has entered into a Restructuring Support Agreement (the "RSA") that
provides for the elimination of over $230 million in debt from the
Company's balance sheet and a $45 million investment from the
Sponsor.
Pursuant to the RSA, lenders will receive their pro rata share of
(i) a $69,177,939.86 first lien term loan facility (the "New Term
Loan Facility") issued by a new borrower entity (the "New
Borrower") that will be the direct parent of Glass Mountain and
Navigator Panhandle HoldCo LLC, and (ii) a cash payment of
$44,038,699. The New Term Loan Facility will be secured by the
collateral for the existing loans and a first-priority pledge of
the equity interests of the New Borrower, its direct subsidiaries,
and each guarantor.
The Company and its advisors continue to work with the Company's
lenders to gain 100% support of the transaction such that the RSA
can be effectuated on an out-of-court basis in October 2021. To
the extent that threshold cannot be achieved, the parties to the
RSA have already agreed to a prepackaged plan of reorganization
under Chapter 11 of the U.S. Bankruptcy Code. While the Company
hopes to receive the support of 100% of its lenders, the Company
anticipates that the chapter 11 plan, pursuant to which all general
unsecured claims would be unimpaired and paid in full, would be
confirmed and consummated quickly and efficiently. The Company
does not anticipate any change in its day-to-day operations or the
services it provides to its customers throughout this process.
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Gray Reed & McGraw
LLP are serving as legal counsel to the Company and PJT Partners LP
is serving as the Company's investment banker.
Akin Gump Strauss Hauer & Feld LLP is serving as legal counsel and
Perella Weinberg Partners L.P. and Tudor, Pickering, Holt & Co. are
serving as financial advisors to an ad hoc group of Consenting
Lenders.
About Glass Mountain
Glass Mountain owns and operates a fully integrated pipeline system
in the Anadarko region of Oklahoma and provides oil producers with
comprehensive services, including crude oil gathering,
transportation, and storage. Glass Mountain is headquartered in
Dallas, Texas.
GLOBAL WINDCREST II: Case Summary & 9 Unsecured Creditors
---------------------------------------------------------
Debtor: Global Windcrest II, LLC
1947 Camino Vida Roble, Suite 280
Carlsbad, CA 92008
Business Description: Global Windcrest II, LLC is a Single Asset
Real Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: October 1, 2021
Court: United States Bankruptcy Court
Southern District of California
Case No.: 21-03938
Debtor's Counsel: Ron Bender, Esq.
LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
2818 La Cienega Avenue
Los Angeles, CA 90034
Tel: (310) 229-1234
Email: rb@lnbyb.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $100,000 to $500,000
The petition was signed by C.W. Tucker Lewis, managing member of
Manager of Gold Windcrest II, LLC.
A full-text copy of the petition containing, among other items, a
list of the Debtor's nine unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/LMT2DQQ/Global_Windcrest_II_LLC__casbke-21-03938__0001.0.pdf?mcid=tGE4TAMA
GLOBAL WINDREST I: Case Summary & 10 Unsecured Creditors
--------------------------------------------------------
Debtor: Global Windcrest I, LLC
1947 Camino Vida Roble, Suite 280
Carlsbad, CA 92008
Business Description: Global Windcrest I, LLC is a Single Asset
Real Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: October 1, 2021
Court: United States Bankruptcy Court
Southern District of California
Case No.: 21-03935
Judge: Hon. Laura S. Taylor
Debtor's Counsel: Ron Bender, Esq.
LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
2818 La Cienega Avenue
Los Angeles, CA 90034
Tel: (310) 229-1234
Email: rb@lnbyb.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by C.W. Tucker Lewis, managing member of
Manager of Global Windcrest I, LLC.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/6ACMCMQ/Global_Windcrest_I_LLC__casbke-21-03935__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 10 Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Tabco Enterprises, Inc. $214,158
18023 Gable Oak Lane
Cypress, TX 77433
2. Vaughn & Vaughn $50,870
501 West Broadway Street
Suite 1025
San Diego, CA 92101
3. CPS Energy $10,721
PO Box 2678
San Antonio, TX
78289-0001
4. GFS Industries, LLC $3,984
24165 IH-10 W, Suite 217-138
San Antonio, TX 78257
5. Oracle Elevator Holdco, Inc. $1,075
Dept #9901
PO Box 850001
Orlando, FL
32885-9901
6. Big Sun Community Solar $817
110 E Houston St.
7th Floor
San Antonio, TX 78205
7. Lawmen Security, Inc. $216
PO Box 700031
San Antonio, TX
78270-0031
8. Worldwide Pest Control $101
5808 IH 10 West
San Antonio, TX 78201
9. PointHR, Inc. $41
3535 Firewheel Dr.
Suite B
Flower Mound, TX 75028
10. Jackson Walker, LLP Unknown/To be
2323 Ross Avenue determined
Suite 600
Dallas, TX 75201
GOLDEN ARROW: UST Seeks to Dismiss Case or Appoint Trustee
----------------------------------------------------------
Peter C. Anderson, United States Trustee for Region 16, filed a
motion with the U.S. Bankruptcy Court for the Central District of
California to dismiss, convert or appoint a Chapter 11 Trustee with
respect to Golden Arrow, Inc.
The U.S. Trustee asserts that the Debtor's case should be dismissed
owing to the Debtor's inability to reorganize as the Debtor does
not have any sources of income to pay its debts. The Debtor's
Chapter 11 case was filed in order to forestall the foreclosure
proceeding of its real property located in North Hollywood,
California. The Debtor owes its secured creditor $986,482 relating
to the acquisition and renovation of the Property. It also owed at
least $26,239 in related delinquent property taxes.
In the alternative, the U.S. Trustee wants the Debtor's Chapter 11
case converted to one under Chapter 7. According to the U.S.
Trustee, a disinterested case trustee may be able to negotiate with
the secured creditor and propose a sale that will allow meaningful
payments to creditors. Conversion may also prevent future filings
by the Debtor, or prevent the Debtor's principal to delay
foreclosure.
The U.S. Trustee said the Debtor will seek to propose a disclosure
statement and plan within 90 days of the Petition Date, but there
is no evidence that it has the cash flow and revenues to support a
plan. The Court should enter an order converting the case rather
than allow the Debtor to accrue debt.
A copy of the Memorandum is available for free at
https://bit.ly/3Fewa3M from PacerMonitor.com.
The Court will consider the motion at a hearing on October 19, 2021
at 2 p.m.
About Golden Arrow, Inc.
Golden Arrow, Inc., a Single Asset Real Estate (as defined in 11
U.S.C. Section 101(51B)) sought Chapter 11 protection (Bankr. C.D.
Cal. Case No. 21-14299) on August 9, 2021. The company listed up
to $50,000 in both assets and liabilities.
Judge Mark D. Houle is assigned to the case.
Stephen L. Burton, Esq. is the Debtor's counsel.
The counsel may be reached at:
Stephen L. Burton, Esq.
Stephen L. Burton, Attorney at Law
16133 Ventura Boulevard, 7th Floor
Encino, CA 91436
Telephone: (818) 501-5055
Facsimile: (818) 501-5849
Email: steveburtonlaw@aol.com
HOOT THE DOG: Seeks to Hire Blanchard Law as Bankruptcy Counsel
---------------------------------------------------------------
Hoot the Dog Five, LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Blanchard Law,
P.A. to serve as legal counsel in its Chapter 11 case.
The firm's services include:
a. providing the Debtor with legal advice regarding its powers
and duties in the continued operation of its business and
management of its property;
b. preparing legal papers and appearing at hearings; and
c. performing all other necessary legal services.
The firm's hourly rates are as follows:
Attorneys $250 to $300 per hour
Paralegals $90 per hour
The firm will be paid a retainer in the amount of $5,000 and
reimbursed for out-of-pocket expenses incurred.
Jake Blanchard, Esq., a partner at Blanchard Law, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Jake C. Blanchard, Esq.
Blanchard Law, P.A.
1501 Belcher Road South Unit 6B
Largo, FL 33771
Tel: (727) 531-7068
Fax: (727) 535-2086
Email: jake@jakeblachardlaw.com
About Hoot the Dog Five
Clearwater Beach, Fla.-based Hoot The Dog Five, LLC filed a
petition for Chapter 11 protection (Bankr. M.D. Fla. Case No.
21-04803) on Sept. 20, 2021, listing up to $50,000 in assets and up
to $10 million in liabilities. Jay Thomas, managing member, signed
the petition. Jake C. Blanchard, Esq., at Blanchard Law, P.A. is
the Debtor's legal counsel.
ICAHN ENTERPRISES: S&P Withdraws 'BB' Issuer Credit Rating
----------------------------------------------------------
S&P Global Ratings withdrew its 'BB' issuer credit rating on Icahn
Enterprises Holdings L.P. at the company's request. At the time of
the withdrawal, the outlook was negative, reflecting our view that
its portfolio's loan-to-value could breach and remain above 60%
over the next several months.
ICAN BENEFIT: Files Amendment to Disclosure Statement
-----------------------------------------------------
iCan Benefit Group, LLC, and its debtor-affiliates submitted a
First Amended Disclosure Statement in support of Plan of
Reorganization dated September 28, 2021.
The Debtor and its affiliates have historically filed consolidated
tax returns (through the Debtor's sole owner, iCan Holding, LLC) as
S-Corporations, with all tax attributes of the Debtor ultimately
recognized by Tucker. In order to facilitate a cost effective
process by which to effectuate the terms of this Plan, the Debtor
has opted for a reorganization process (as opposed to a liquidation
of the Debtor's membership interests and the formation of a
liquidating trust), wherein the Debtor's prepetition tax attributes
will remain in the form and manner as they existed prepetition.
The Debtor does not believe there is any intrinsic value to the
equity interests in either of the Debtor. However, to the extent
that a party in interest suggests or the Court determines that the
retention by Holding of Benefit Group's equity interest or Tucker's
interest in Holding violate the Absolute Priority Rule, the Debtor
reserves the right to treat the Plan as a liquidation, cancel
existing equity, and cause the formation of a liquidating trust in
lieu of the process set forth by the Plan.
Transactions with SGIC
The Lender Parties have asserted that the Bad Boy Guaranty was
triggered by the filing of the Chapter 11 Case, and as such Mr.
Tucker is liable for damages to the Lender Parties resulting from
defaults under the Amended Loan documents. The Amended Loan
provided additional funding for Benefit Group to operate so that
Holding could acquire the equity interest of Benefit Group. In
connection with the Amended Loan, the Borrowers and Paradise also
entered into the Management Agreement ("Management Agreement")
dated March 19, 2019 whereby the Borrowers were retained Paradise
as a consultant.
Dale Schmidt is also the CEO of Paradise and upon good information
and belief, owns and/or solely controls Paradise. Paradise was
retained to provide consulting services related to management and
operation of the Borrowers. Additionally, in connection with the
Amended Loan, on or about March 19, 2019, Premier Admin Solutions
and Benefit Group entered into that certain master services
agreement (the "MSA").
Debtor's Potential Causes of Action against SGIC and its
Affiliates:
The Debtor scheduled claims against Premier Admin Solutions and
Paradise in unknown amounts. The Debtor believes it has claims
against SGIC based on breach of duty of good faith and fair
dealing, breach of fiduciary duty, negligent misrepresentation,
conversion, estoppel, and violations of the Florida's Deceptive and
Unfair Trade Practices Act. These litigation theories are based on
a level of control and influence exerted by the Lender Parties over
the assets and affairs of the Debtor, and an alleged abuse of a
special relationship of trust and confidence.
The Lender Parties vigorously dispute the merits, or even the
existence, of such claims, and would assert defenses to these
claims if brought, claim no liability to the Debtor whatsoever, and
have asserted a secured claim against the Debtor in the amount of
$10,712,007.24. The Committee believes that the claims against the
Lender Parties are materially valuable as evidenced by the
allegations set forth in the Committee's Objection to Motion to
Disband the Committee filed on September 24, 2021. For the sake of
full disclosure, the Debtor refer all interested parties to the
Committee's Objection to Motion to Disband the Committee.
Without any admission by the Debtor to the accuracy thereof, SGIC
alleges that during the year 2020, Mr. Tucker entered into a
transaction to sell the Debtor to Quad M Solutions, Inc. without
the consultation, knowledge or consent of SGIC, Paradise or Mr.
Schmidt. SGIC further alleges that these negotiations were in
direct violation of the loan documents and other agreements between
the parties and demonstrate that Mr. Schmidt did not control the
Debtor and that the foregoing transactions were never consummated.
The Plan will treat claims as follows:
Class 2 consists of the Allowed Claim of SGIC. The Allowed Claim
of Premier Servicing as Assignee of SGIC's Secured Claim (the "SGIC
Claim") in the amount of $10,712.007.24 shall be bifurcated. During
the pendency of these Chapter 11 Case, Benefit Group marketed its
assets pursuant to this Court's Order approving competitive bid
procedures and related relief (the "Bid Procedures Order").
Notwithstanding the Debtor's optimism and the Debtor's attempts to
monetize its insurance assets, no "Qualified Bids" were received by
the deadline established.
Moreover, upon good information, the Debtor believes that, with the
luxury of a greater marketing period, the Debtor might have
received an offer of approximately $4 Million for all of Benefit
Group's insurance assets (an amount that would have been
insufficient to satisfy the secured claims encumbering the Debtor's
assets). Accordingly, the SGIC Claim shall be bifurcated as
follows: (a) $4,500,000 secured claim and an (b) unsecured
deficiency balance in the amount of $6,212,007.24 (the "SGIC
Deficiency Claim").
Class 3 consists of the Allowed General Unsecured Claims. On the
Effective Date, Premier Servicing shall deliver to the Plan
Administrator a note for the benefit of Class 3 in the principal
amount of $900,000 (the "Lender Carevout"). The Lender Carveout
note shall be payable as follows:
* Payable over 36 months shall bear interest at 3.375% per
annum. Payments will be due on a monthly basis to the Plan
Administrator starting on January 1, 2022, and every month
thereafter in the amount of $26,322; or
* To incentivize Premier Servicing to make earlier payments, the
Lender Carveout Note may be satisfied in full if:
-- Payment of $825,000 (plus all accrued interest) is made on
or before 18 months from the Effective Date: or
-- Payment of $750,000 cash is made on or before the Effective
Date.
The Plan Administrator shall make pro rata distributions to Holders
of Allowed Class 3 Claims as soon as practicable after the
Effective Date, the Plan Administrator shall make disbursements on
a quarterly basis starting April 1, 2022, and every quarter
thereafter until the sum of the Lender Carevout (including accrued
interest (unless $750,000 is paid on the Effective Date), less the
Plan Administrator's cost of administration, if any, including
maintaining $20,000 in reserve until the final distribution) is
paid in full. In addition, all claims and causes of action not
expressly released or resolved within this Plan shall be assigned
to the Plan Administrator for the benefit of Class 3, with any
recoveries to be paid pro rata to Holders of Allowed Class 3 Claims
on a quarterly basis as funds become available. Class 3 is Impaired
and entitled to vote.
The Plan shall be funded by a Plan Fund consisting of: (i)
available cash on the Effective Date; (ii) the Lender Carveout;;
and (iii) recoveries made by the Plan Administrator from pursuit of
claims and causes of action (including claims made on account of
prepetition conduct covered by the Debtor's director and officer's
insurance coverage).
A full-text copy of the First Amended Disclosure Statement dated
September 28, 2021, is available at https://bit.ly/39ViiNj from
PacerMonitor.com at no charge.
Attorneys for the Debtors in Possession:
Jacqueline Calderin
Agentis PLLC
55 Alhambra Plaza, Suite 800
Coral Gables, FL 33134
Telephone: (305) 722-2002
E-mail: jc@agentislaw.com.com
About iCan Benefit Group
iCan Benefit Group, LLC -- https://icanbenefit.com/ -- is a
licensed insurance agency offering a variety of benefit programs
and insurance products from a number of licensed insurance
companies.
iCan Benefit Group and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No.
21-12567) on March 18, 2021. Stephen M. Tucker, manager, signed
the petitions. In its petition, iCan Benefit Group disclosed $10
million to $50 million in both assets and liabilities.
Judge Mindy A. Mora oversees the cases.
Agentis PLLC serves as the Debtors' legal counsel.
IONIX TECHNOLOGY: Incurs $407K Net Loss in FY Ended June 30
-----------------------------------------------------------
Ionix Technology, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$406,607 on $14.33 million of revenues for the year ended June 30,
2021, compared to a net loss of $277,668 on $20.60 million of
revenues for the year ended June 30, 2020.
As of June 30, 2021, the Company had $21.74 million in total
assets, $9.89 million in total liabilities, and $11.85 million in
total stockholders' equity.
During the year ended June 30, 2021, net cash used in operating
activities was $578,073 compared to the cash provided by operating
activities of $936,479 for the year ended June 30, 2020. The
change was mainly due to a decrease of $128,939 in net income and
an increase of $1,496,437 in cash outflow from changes in operating
assets and liabilities in the year ended June 30, 2021 compared to
the year ended June 30, 2020.
During the year ended June 30, 2021, net cash used in investing
activities was $189,974 compared to net cash provided by investing
activities of $50,492 during the year ended June 30, 2020. The
change was primarily due to the fact that there were proceeds from
sale of equipment at the amount of $244,189 during the year ended
June 30, 2020 while proceeds from sale of equipment was merely
$15,687 during the year ended June 30, 2021.
During the year ended June 30, 2021, cash provided by financing
activities was $38,557 compared to net cash used in financing
activities of $190,591 during the year ended June 30, 2020. The
change was primarily due to the further advances from the major
shareholders of the Company, the proceeds from issuance of
promissory notes, and the proceeds from issuance of common stock
for private placement during the year ended June 30, 2021.
As of June 30, 2021, the Company had a working capital of
$3,009,020.
Ionix stated, "We consider taking on long-term or short-term debt
from financial institutions in the immediate future. Besides for
the bank funding, we are dependent upon our director and the major
shareholder to provide continued funding and capital resources. If
continued funding and capital resources are unavailable at
reasonable terms, we may not be able to implement our plan of
operations. The financial statements do not include any
adjustments related to the recoverability of assets and
classification of liabilities that might be necessary should the
Company be unable to continue in operation."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1528308/000121465921009904/p92621310ka1.htm
About Ionix Technology
Ionix Technology, Inc. (formerly known as Cambridge Projects Inc.),
a Nevada corporation, was formed on March 11, 2011. The Company
was originally formed to pursue a business combination through the
acquisition of, or merger with, an operating business. Since
January 2016, the Company has shifted its focus to becoming an
aggregator of energy cooperatives to achieve optimum price and
efficiency in creating and producing technology and products that
emphasize long life, high output, high energy density, and high
reliability. By and through its wholly owned subsidiary, Well Best
and the indirect subsidiaries, Baileqi Electronics, Lisite Science,
Welly Surplus, Fangguan Photoelectric, Fangguan Electronics and
Shizhe New Energy, the Company has commenced its main operations of
high-end intelligent electronic equipment and photoelectric display
products, became the New energy service provider and IT solution
provider, which are in the new-type rising industries.
KANSAS CITY UNITED: Nov. 5 Plan Confirmation Hearing Set
--------------------------------------------------------
On Aug. 18, 2021, debtor Kansas City United Methodist Retirement
Home, Inc., d/b/a Kingswood Senior Living Community, filed with the
U.S. Bankruptcy Court for the Western District of Missouri a
Disclosure Statement and Chapter 11 Plan.
On Sept. 28, 2021, Judge Cynthia A. Norton approved the Disclosure
Statement and ordered that:
* Nov. 5, 2021 at 10:00 a.m. is the Confirmation Hearing.
* Nov. 2, 2021 at 1:30 p.m., is fixed for the status hearing
on any objections to confirmation of the plan.
* November 1, 2021 is the deadline for objections to plan
confirmation.
A copy of the order dated September 28, 2021, is available at
https://bit.ly/3osXlSc from PacerMonitor.com at no charge.
About Kansas City United Methodist
Retirement Home, Inc.
Kansas City United Methodist Retirement Home, Inc., d/b/a Kingswood
Senior Living Community, operates a continuing care retirement
community and assisted living facility the elderly in Kansas City,
Missouri. The entity sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Mo. Case No. 21-41049) on Aug. 18,
2021.
In the petition signed by Ross P. Marine, chairman of the Board,
the Debtor estimated $10 million to $50 million in assets and $50
million to $100 million in liabilities.
Judge Cynthia A. Norton is assigned to the case.
Mcdowell, Rice, Smith & Buchanan, PC, serves as the Debtor's
counsel.
UMB Bank, N.A., bond trustee, is represented by Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C.
KDA PROPERTIES: Seeks to Hire Allen Vellone as Special Counsel
--------------------------------------------------------------
KDA Properties, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Colorado to employ Allen Vellone Wolf Helfrich
& Factor, P.C. to serve as its special counsel in all contested
matters and adversary proceedings related to its Chapter 11 case.
The firm's hourly rates are as follows:
Patrick D. Vellone, Esq. $550 per hour
Rachel A. Sternlieb, Esq. $295 per hour
Paralegals $150 to $180 per hour
The firm will be paid a retainer in the amount of $15,000 and
reimbursed for out-of-pocket expenses incurred.
Patrick Vellone, Esq., a partner at Allen, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Patrick D. Vellone, Esq.
Rachel A. Sternlieb, Esq.
Allen Vellone Wolf Helfrich & Factor, P.C.
1600 Stout Street, Suite 1900
Denver, CO 80202
Tel: (303) 534-4499
Email: pvellone@allen-vellone.com
rsternlieb@allen-vellone.com
About KDA Properties LLC
Denver-based KDA Properties filed its voluntary petition for
Chapter 11 protection (Bankr. D. Colo. Case No. 21-14821) on Sept.
21, 2021, listing $11,610,138 in assets and $9,609,712 in
liabilities. Amin Suliaman, managing member of KDA Properties,
signed the petition.
Judge Elizabeth E. Brown oversees the case.
Jeffrey A. Weinman, Esq., at Weinman & Associates, P.C. and Allen
Vellone Wolf Helfrich & Factor, P.C. serve as the Debtor's
bankruptcy counsel and special counsel, respectively.
KRISJENN RANCH: Uvalde Ranch Sold; Creditors to Get 100% of Claims
------------------------------------------------------------------
KrisJenn Ranch, LLC, KrisJenn Ranch LLC, Series Uvalde Ranch, and
KrisJenn Ranch LLC, Series Pipeline Row (the "Debtors") submitted a
Second Amended Joint Disclosure Statement to their Second Amended
Substantively Consolidated Plan of Reorganization dated September
28, 2021.
This Second Amended Plan of Reorganization proposes to
substantively consolidate all three Debtors into KrisJenn Ranch,
LLC to pay creditors of KrisJenn Ranch, LLC, KrisJenn Ranch LLC,
Series Uvalde Ranch, and KrisJenn Ranch LLC, Series Pipeline Row
(the "Debtors") from the sale of real property and/or pipeline
rights.
This Plan differs from the First Amended Plan in that it accounts
for Debtor KrisJenn Ranch, LLC Series Uvalde Ranch having sold its
Uvalde Ranch and substantially paid down the debt to McCleod Oil.
The plan provides for all creditors of the bankruptcy estate to be
paid 100% of their Allowed claims after the Court determines the
amount of fees and interest that are still owed to McCleod Oil.
This Plan provides for paying real estate taxes, administrative
claims, one secured class for the Mcleod Oil debt, and 100% of the
unsecured debt.
Debtors shall pay general unsecured claims 100% at the federal
judgment rate of interest in effect on the confirmation date within
120 days after a final unappealable order is entered determining
the amount of the Mcleod claim unless there are insufficient funds
from the sale in which case the unsecured creditors shall be paid
within 12 months.
Mcleod Oil claims the Debtors defaulted on the loan in February
2020. Debtors filed a voluntary Petition under Chapter 11 of the
U.S. Bankruptcy Code on April 27, 2020. After a several-day bench
trial, the Court made numerous findings related to the claims. In
its final judgment, the Court awarded Debtors declaratory relief
regarding the net-profit interests and classifying Longbranch, and
DMA's Assignment Agreements in the Express Pipeline as personal
covenants.
The Court rendered Moore would take nothing regarding his breach of
fiduciary duty claim against Wright. The court granted DMA a
declaratory judgment in an ownership interest in 50% of the Bigfoot
Note payments, as well as $175,143.60 from the court registry plus
attorney's fees if DMA tendered the proper requests. Subsequently
the Court awarded $100,000 in attorney fees to DMA. The Court's
ruling on these issues are under appeal. There is enough funds in
the Court's registry to pay all but approximately $50,000 of the
amount owed to DMA.
On or about September 9, 2021, KrisJenn Ranch, LLC Series Uvalde
Ranch sold the ranch and all cattle and FF&E in the sale for $7.45
million. After costs of sale, property taxes, and paying Mcleod Oil
$6.43 million, the funds remaining in the estate were $893,938. Of
this amount, Mcleod Oil contends it is entitled to approximately
$500,000. Debtors contend Mcleod Oil is owed at most $100,000.
Debtors' remaining assets are as follows:
* Krisjenn Ranch, LLC
-- Thunder Rock Holdings - $699,000
* Krisjenn Ranch, LLC Series Uvalde Ranch
-- $893,938
* Krisjenn Ranch, LLC Series Pipeline ROW
-- Pipeline ROW $6,000,000
McLeod Class 1 Claim in all Three Debtor Cases. Class 1 is the
impaired secured claim of Mcleod Oil filed in the amount of
$6,260,196.08 filed in all three Debtors cases. The Class One
Claims are disputed. To the extent the Court allows the Class 1
Claims, the Claims will be paid in full within 60 days of the Court
entering an unappealable order determining the amount of the claims
including all sums owed pre and post-petition. Mcleod shall
maintain all of its liens until it is paid its allowed claim except
as provided herein. Mcleod shall be paid post confirmation interest
on its allowed and unsatisfied claim at 4.5%. If the remaining
sales proceeds from the Uvalde ranch are insufficient to pay the
allowed Mcleod claim, then the remaining claim shall be paid along
with the Class 5 general unsecured claims.
Class 2 are the claims of DMA Properties, Inc. and Frank Daniel
Moore ("DMA"). DMA filed in all three cases and also filed as
counterclaims in the adversary case 20-05027. The Court awarded
damages and attorney's fees which are currently subject to an
appeal. After an unappealable order is entered establishing these
amounts, DMA shall first be paid from the funds currently held in
the state court registry. To the extent there are not sufficient
funds to pay the claim from the state court registry, the remaining
claim shall be paid as a general unsecured claim in Class 5.
Class 5 is the impaired general unsecured creditor claims. This
Class contains the Claim of Davis, Cedillo & Mendoza, Inc., in the
amount of $2,945 and may include Class 1 or Class 2 creditors. The
Class 5 claims shall be paid up to their allowed claim, pro rata,
from the remaining proceeds of the Uvalde Ranch sale after the
Class 1 claim and allowed administrative claims have been paid in
full within 120 days of the Court entering an unappealable order
determining the amount of the Class 1 allowed claims. If there are
not sufficient funds from the Uvalde Ranch sale to pay all general
unsecured creditors in full, the Class 5 claims shall be paid
within 12 months of the Court entering an unappealable order
determining the amount of the Class 1 allowed claims. Cedillo shall
vote on the plan as the only established Class 5 Creditor.
Payments due under the plan shall come from the remaining Uvalde
Ranch proceeds, then monetization of the Pipeline ROW, then sale of
the Thunder Rock Holdings.
A full-text copy of the Second Amended Disclosure Statement dated
September 28, 2021, is available at https://bit.ly/2Wu8zKH 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.
LIGON 158: Chapter 15 Case Summary
----------------------------------
Chapter 15 Debtor: Ligon 158 Pty Limited (In Liquidation)
26 Flinders Street
Adelaide, South Australia 05000
Type of Business: Operated as an investment vehicle with
extensive dealings with intercompany
borrowing and lending entities within a
remarkably complex group of companies
controlled and operated by, and use for the
personal benefit of, the Binetter family,
many of which companies have been the
subject of a far-ranging tax investigation
by the Australian Taxation Office.
The results of that investigation have
culminated in multiple legal proceedings
against, among other parties, certain
banks and members of the Binetter family
personally, in connection with an
international tax avoidance scheme
involving the Debtor and other family
companies going back 25 years.
Foreign
Proceeding: Sheahan and Lock as Liquidators of
Milgerd Nominees Pty Ltd (In Liq.)
et ors., case no. 2018/00365045
(Sup. Ct. of NSW)
Chapter 15
Petition Date: September 30, 2021
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 21-11706
Judge: Hon. Michael E. Wiles
Foreign
Representative: John Sheahan
Foreign
Representative's
Counsel: Robert N.H. Christmas, Esq.
NIXON PEABODY LLP
55 West 46th
New York NY 10022
Tel: (212) 940-3103
Email: rchristmas@nixonpeabody.com
- and -
Christopher J. Fong, Esq.
NIXON PEABODY LLP
55 West 46th Street
New York, New York 10036
Tel: (212) 940-3000
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/NEHFTXY/Ligon_158_Pty_Limited_In_Liquidation__nysbke-21-11706__0001.0.pdf?mcid=tGE4TAMA
LIT'L PATCH OF HEAVEN: Ombudsman Files First Report
---------------------------------------------------
Jeremy M. Bell, duly appointed Patient Care Ombudsman for Lit'l
Patch of Heaven Inc., filed a First Report with the U.S. Bankruptcy
Court for the District of Colorado on the Debtor's facility which
is licensed for a maximum of 15 residents. The PCO made visits at
the residence on August 17 and 24, and September 1, 9, 21 and 22,
2021.
The PCO said the Debtor's owner, Jeff Kraft, is selling the
residence but only to someone who will keep all of the home's
current residents. The owner said he will assist in the transition
to new ownership in the event any qualified buyer is found. There
were nine residents at the time of visit.
During the August 24 visit, water service at the facility had been
cut-off, which, the Ombudsman learned later was due to non-delivery
of billing in the Debtor's mail. The Ombudsman consistently noted
a problem on bathroom cleanliness. The attending caregiver said
that bathrooms are being cleaned three times a day but that she has
not attended to them just yet when the PCO arrived. The residents
were found to be in good spirits, seemed satisfied with their
permanence at the residence and did not express any concerns to
Ombudsman. The Ombudsman also noted enough food supply to which
the residents have free access for snacks.
A review of the Colorado Department of Public Health and
Environment (DPHE) public information on the residence was done and
the Ombudsman found no occurrences on record to date. The facility
was found to be following, at the time of a visit by the CDPHE, the
CDC crisis strategies for the use of personal protective equipment.
Overall, the Ombudsman said he has no significant concerns with
the residence, but recommended that an additional staff be placed
during the daytime to assist in cleaning duties.
A copy of the First Report is available for free at
https://bit.ly/2ZIVChv from PacerMonitor.com.
The Patient Care Ombudsman may be reached at:
Jeremy M. Bell
Deputy State Long-term Care Ombudsman
455 Sherman St., Suite 130
Denver, CO 80203
Telephone: (303) 862-3524
Email: jbell@disabilitylawco.org
About Lit'l Patch of Heaven
Lit'l Patch of Heaven Inc., a Thornton, Colo.-based owner and
operator of an assisted living residence facility, filed a Chapter
11 petition (Bankr. D. Colo. Case No. 19-16119) on July 17, 2019.
In the petition signed by Jeff Kraft, chief executive officer, the
Debtor disclosed total assets of up to $10 million and total
liabilities of up to $1 million.
Judge Michael E. Romero oversees the case.
Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, P.C.,
serves as the Debtor's bankruptcy counsel.
Jeremy Bell has been appointed as Patient Care Ombudsman in the
Debtor's case.
LSB INDUSTRIES: Amends Board Representation & Standstill Agreement
------------------------------------------------------------------
In connection with the closing under the Securities Exchange
Agreement dated as of July 19, 2021 by and between LSB Industries,
Inc. and LSB Funding LLC, an affiliate of Eldridge Industries, LLC,
of the previously announced transaction, whereby LSB Funding
exchanged all of the outstanding Series E-1 and Series F-1
Redeemable Preferred Stock it held for shares of LSB Industries'
common stock, par value $0.10, the company, LSB Funding and the
other parties to that certain Board Representation and Standstill
Agreement dated as of Dec. 4, 2015, as amended on Oct. 26, 2017 and
Oct. 18, 2018, entered into an Amendment and Waiver to Board
Representation and Standstill Agreement dated Sept. 27, 2021, to
(a) eliminate certain prohibited activities thereunder, including,
among other things, (i) the ability of LSB Funding to call a
special meeting of LSB Industries' stockholders and (ii) the
ability of LSB Funding to propose to remove, or vote to remove, any
director of LSB Industries, and (b) shorten the term of the
standstill provisions included therein and applicable to LSB
Funding and its affiliates specified therein so that they will
terminate no later than the second anniversary of the Closing
Date.
In addition, as previously disclosed, pursuant to the terms of the
Securities Exchange Agreement, effective as of the closing
thereunder, the Registration Rights Agreement dated as of Dec. 4,
2015 by and between LSB Industries and LSB Funding was amended to
include within the definition of Registrable Securities for certain
purposes thereunder the shares of Common Stock issued to LSB
Funding in the Exchange Transaction.
Securities Exchange Agreement
In connection with the closing of the Exchange Transaction, LSB
Industries and LSB Funding entered into a termination agreement
dated Sept. 27, 2021 with respect to the Securities Exchange
Agreement, dated as of Oct. 18, 2018, pursuant to which LSB
Industries and LSB Funding terminated the 2018 Securities Exchange
Agreement and any amendment, annexes or exhibits thereto in all
respects as of the Closing Date and agreed that no party thereto
shall have any surviving obligations, rights or duties thereunder.
Securities Purchase Agreement
In connection with the closing of the Exchange Transaction, LSB
Industries and LSB Funding entered into a termination agreement
dated Sept. 27, 2021 with respect to the Securities Purchase
Agreement, dated as of Dec. 4, 2015, pursuant to which LSB
Industries and LSB Funding terminated the Securities Purchase
Agreement and any amendment, annexes or exhibits thereto in all
respects as of the Closing Date and agreed that no party thereto
shall have any surviving obligations, rights or duties thereunder.
Changes in Control of Registrant
On the Closing Date, pursuant to the Exchange Transaction, LSB
Funding acquired 49,066,005 shares of the Company's Common Stock in
exchange for all of the shares of Series E-1 Preferred and Series
F-1 Preferred held by LSB Funding, which resulted in LSB Funding
beneficially owning 53,135,329 shares of the Company's Common
Stock, or approximately 67% of the issued and outstanding Common
Stock of LSB Industries as of such date. The foregoing does not
include the approximately 1,220,797 shares of Common Stock that are
expected to be issued to LSB Funding on Oct. 8, 2021 in connection
with the Company's previously announced special dividend of 0.3
shares of Common Stock for every one share outstanding on the
record date of Sept. 24, 2021. LSB Funding maintains certain
rights to, among other things, designate nominees for election as
directors of LSB Industries and set forth in the Board
Representation and Standstill Agreement dated as of Dec. 4, 2015,
as amended on Oct. 26, 2017 and Oct. 18, 2018 and as further
amended by the Amendment and Waiver to Board Representation and
Standstill Agreement dated Sept. 27, 2018.
About LSB Industries
Headquartered in Oklahoma City, Oklahoma, LSB Industries, Inc. --
http://www.lsbindustries.com-- manufactures and sells chemical
products for the agricultural, mining, and industrial markets. The
Company owns and operates facilities in Cherokee, Alabama, El
Dorado, Arkansas and Pryor, Oklahoma, and operates a facility for a
global chemical company in Baytown, Texas. LSB's products are sold
through distributors and directly to end customers throughout the
United States.
LSB reported a net loss of $61.91 million in 2020, a net loss of
$63.42 million in 2019, and a net loss of $72.23 million in 2018.
As of June 30, 2021, the Company had $1.05 billion in total assets,
$95.32 million in total current liabilities, $461.46 million in
long-term debt, $20.28 million in noncurrent operating lease
liabilities, $7.37 million in other noncurrent accrued and other
liabilities, $31.2 million in deferred income taxes, $292.85
million in redeemable preferred stocks, and $141.02 million in
total stockholders' equity.
LSB INDUSTRIES: Prices $500M Private Placement of Senior Notes
--------------------------------------------------------------
LSB Industries, Inc. has priced its previously announced offering
of $500 million in aggregate principal amount of senior secured
notes due 2028, which will be sold in a private placement to
eligible purchasers. The Notes will be guaranteed on a senior
secured basis by all of LSB's existing subsidiaries and by certain
of LSB's future domestic wholly owned subsidiaries.
The Notes will bear an annual rate of interest of 6.250% and will
mature on Oct. 15, 2028. The Notes will be issued at a price equal
to 100% of their face value. The Notes and the guarantees will be
secured, subject to certain exceptions and permitted liens, (a) on
a first-priority basis by a substantial portion of LSB's and the
guarantors' assets (other than the assets securing LSB's working
capital revolver loan), and (b) on a second-priority basis by
certain of LSB's and the guarantors' assets that secure LSB's
working capital revolver loan on a first-priority basis, including
accounts receivable, inventory, and certain other related assets
and proceeds thereof. The closing of this private offering is
expected to occur on Oct. 14, 2021, subject to customary closing
conditions.
In connection therewith, the Company submitted a conditional notice
of redemption to redeem $435 million aggregate principal amount of
its 9.625% Senior Secured Notes due 2023, representing all of the
outstanding Existing Notes, at a redemption price equal to 103.609%
of the principal amount thereof, plus accrued and unpaid interest
on the Existing Notes redeemed to but excluding the redemption
date, which is scheduled for Oct. 29, 2021, subject to consummation
of the offering of the Notes.
LSB intends to use the net proceeds from this offering for the
Redemption, to pay related transaction fees, expenses and premiums,
and, to the extent of any remaining net proceeds, for general
corporate purposes. Pending such application of the net proceeds
of this offering, they may be invested in highly rated money market
funds, U.S. government securities, treasury bills or short-term
commercial paper.
About LSB Industries
Headquartered in Oklahoma City, Oklahoma, LSB Industries, Inc. --
http://www.lsbindustries.com-- manufactures and sells chemical
products for the agricultural, mining, and industrial markets. The
Company owns and operates facilities in Cherokee, Alabama, El
Dorado, Arkansas and Pryor, Oklahoma, and operates a facility for a
global chemical company in Baytown, Texas. LSB's products are sold
through distributors and directly to end customers throughout the
United States.
LSB reported a net loss of $61.91 million in 2020, a net loss of
$63.42 million in 2019, and a net loss of $72.23 million in 2018.
As of June 30, 2021, the Company had $1.05 billion in total assets,
$95.32 million in total current liabilities, $461.46 million in
long-term debt, $20.28 million in noncurrent operating lease
liabilities, $7.37 million in other noncurrent accrued and other
liabilities, $31.2 million in deferred income taxes, $292.85
million in redeemable preferred stocks, and $141.02 million in
total stockholders' equity.
LUVU BRANDS: Posts $2.6M Net Income in Fiscal Year Ended June 30
----------------------------------------------------------------
Luvu Brands, Inc. filed with the Securities and Exchange Commission
its Annual Report on Form 10-K disclosing net income of $2.56
million on $23.11 million of net sales for the year ended June 30,
2021, compared to net income of $860,000 on $18.38 million of net
sales for the year ended June 30, 2020.
As of June 30, 2021, the Company had $10.25 million in total
assets, $8.92 million in total liabilities, and $1.32 million in
total stockholders' equity.
Louis Friedman, Chairman and chief executive officer, commented,
"Fiscal 2021 was a pivotal year for the Company. We reported
record net sales and net income, our balance sheet has improved, we
acquired over $1 million in additional production equipment, and
being a vertically integrated US-based manufacturer, we have been
able to successfully avoid many of the supply chain problems facing
most other manufacturers."
Fiscal Fourth Quarter 2021 Results
Net sales increased 7% to $5.8 million, compared to $5.5 million in
the same year-ago quarter. Sales of Liberator products increased
45% to $2.5 million from $1.7 million in the prior year. Jaxx
product sales totaled $1.9 million, up 16% from $1.6 million in the
fourth quarter of the prior fiscal year. Avana products decreased
51% to $852,000 from $1.7 million in the prior year. The prior
year Avana sales included approximately $780,000 in PPE product
sales; excluding those prior year PPE sales, the decrease in Avana
sales would have been 12%.
Gross profit for the fourth quarter totaled $1.5 million, compared
to $1.8 in the prior year fourth quarter. Gross profit as a
percentage of net sales decreased to 26% in the current year from
33% in the prior year, primarily driven by production cost
increases from raw material and labor cost increases.
Operating expenses were $1,115,000 for the three months ended June
30, 2021, an increase of 27%, or approximately $235,000, from the
prior year fourth quarter. The prior year three month operating
expenses were reduced by approximately $272,000 of capitalized
software costs relating to the e-commerce website upgrade.
Net income for the quarter was $300,000, or $0.00 per share,
compared to net income of $796,000, or $0.01 per share in the prior
year fourth quarter.
Capital Resources
"We expect total capital expenditures for fiscal 2022 to be less
than $150,000 and to be funded by equipment loans and, to a lesser
extent, anticipated operating cash flows and borrowings under the
line of credit with Advance Financial Corporation. This includes
capital expenditures in support of our normal operations," Luvu
said.
"If our business plans and cost estimates are inaccurate and our
operations require additional cash or if we deviate from our
current plans, we could be required to seek additional debt
financing for particular projects or for ongoing operational needs.
This indebtedness could harm our business if we are unable to
obtain additional financing on reasonable terms. In addition, any
indebtedness we incur in the future could subject us to restrictive
covenants limiting our flexibility in planning for, or reacting to
changes in, our business. If we do not comply with such covenants,
our lenders could accelerate repayment of our debt or restrict our
access to further borrowings, which in turn could restrict our
operating flexibility and endanger our ability to continue
operations," the Company said.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1374567/000165495421010483/luvu_10ka.htm
About Luvu Brands
Luvu Brands, Inc. -- http://www.luvubrands.com/-- designs,
manufactures and markets a portfolio of consumer lifestyle brands
through the Company's websites, online mass/drug merchants and
specialty retail stores worldwide. Brands include: Liberator, a
brand category of iconic products for enhancing sensuality and
intimacy; Avana, medical and personal PPE products and inclined bed
therapy products, assistive in relieving medical conditions
associated with acid reflux, surgery recovery and chronic pain; and
Jaxx, a diverse range of casual fashion daybeds, sofas and beanbags
made from virgin and re-purposed polyurethane foam. Headquartered
in Atlanta, Georgia, the Company occupies a 140,000 square foot
vertically-integrated manufacturing facility and employs over 200
people.
* * *
This concludes the Troubled Company Reporter's coverage of Luvu
Brands, Inc. until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
MAPLE TREE: Case Summary & 12 Unsecured Creditors
-------------------------------------------------
Debtor: Maple Tree Acres LLC
d/b/a Historic Springs Bottling
1889 Highway 139
Dandridge, TN 37725
Business Description: Maple Tree Acres LLC is a bottled water
supplier in Dandridge, TN.
Chapter 11 Petition Date: October 1, 2021
Court: United States Bankruptcy Court
Eastern District of Tennessee
Case No.: 21-31559
Debtor's Counsel: C. Dan Scott, Esq.
SCOTT LAW GROUP, PC
P.O. Box 547
Seymour, TN 37865-0547
Tel: (865) 246-1050
Fax: (865) 321-8378
Email: dan@scottlawgroup.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Timothy Munson as managing member.
A copy of the Debtor's list of 12 unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/24RVXBA/Maple_Tree_Acres_LLC_dba_Historic__tnebke-21-31559__0003.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/2VFBMPQ/Maple_Tree_Acres_LLC_dba_Historic__tnebke-21-31559__0001.0.pdf?mcid=tGE4TAMA
MARBIN FINANCES: Chapter 15 Case Summary
----------------------------------------
Chapter 15 Debtor: Marbin Finances Pty Limited
(In Liquidation)
26 Flinders Street
Adelaide, South Australia 05000
Type of Business: Operated as an investment vehicle with
extensive dealings with intercompany
borrowing and lending entities within a
remarkably complex group of companies
controlled and operated by, and use for the
personal benefit of, the Binetter family,
many of which companies have been the
subject of a far-ranging tax investigation
by the Australian Taxation Office.
The results of that investigation have
culminated in multiple legal proceedings
against, among other parties, certain
banks and members of the Binetter family
personally, in connection with an
international tax avoidance scheme
involving the Debtor and other family
companies going back 25 years.
Foreign
Proceeding: Sheahan and Lock as Liquidators of
Milgerd Nominees Pty Ltd (In Liq.) et
ors., case no. 2018/00365045
(Sup. Ct. of NSW)
Chapter 15
Petition Date: September 30, 2021
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 21-11702
Judge: Hon. Michael E. Wiles
Foreign
Representative: John Sheahan
26 Flinders Street
Adelaide, South Australia 05000
Foreign
Representative's
Counsel: Robert N.H. Christmas, Esq.
NIXON PEABODY LLP
55 West 46th St.
New York NY 10022
Tel: (212) 940-3103
E-mail: rchristmas@nixonpeabody.com
- and -
Christopher J. Fong, Esq.
NIXON PEABODY LLP
55 West 46th Street
New York, New York 10036
Tel: (212) 940-3000
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/A22HG5Q/Marbin_Finances_Pty_Limited_In__nysbke-21-11702__0001.0.pdf?mcid=tGE4TAMA
MICROVISION INC: Signs Office Lease With Redmond East
-----------------------------------------------------
MicroVision, Inc. entered into an office lease with Redmond East
Office Park LLC, a Washington limited liability company, pursuant
to which the company will lease approximately 16,681 square feet of
space located in Redmond, Washington that it will use primarily for
general office space and product testing.
The lease provides for an initial term of 128 months commencing
Nov. 1, 2021, with the premises delivered to MicroVision upon
signing although no rent will be due until the lease commencement
date.
Pursuant to the lease, annual base rent will be approximately
$500,000 for the first year and is subject to annual increases of
3.0%. In addition to base rent, MicroVision will pay additional
rent comprised of its proportionate share of any operating
expenses, real estate taxes, and management fees for the premises.
The company has the option to extend the Term for the premises for
one ten-year renewal period, provided that the rent would be
subject to market adjustment at the beginning of the renewal term.
About MicroVision
MicroVision -- http://www.microvision.com-- is a pioneering
company in MEMS based laser beam scanning technology that
integrates MEMS, lasers, optics, hardware, algorithms and machine
learning software into its proprietary technology to address
existing and emerging markets. The Company's integrated approach
uses its proprietary technology to provide solutions for automotive
lidar sensors, augmented reality micro-display engines, interactive
display modules and consumer lidar modules.
MicroVision reported a net loss of $13.63 million for the year
ended Dec. 31, 2020, compared to a net loss of $26.48 million for
the year ended Dec. 31, 2019. As of June 30, 2021, the Company had
$140.42 million in total assets, $11.52 million in total
liabilities, and $128.90 million in total shareholders' equity.
MIDNIGHT MADNESS: Wins Cash Collateral
--------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has authorized Midnight Madness Distilling LLC to use cash
collateral on an interim basis in accordance with the Stipulation
between the Debtor and PNC Bank.
The Court says the Debtor's use of cash collateral will be in
accordance with Section 1.09 of the Asset Purchase Agreement,
approved by Order of the Court entered on September 20, 2021.
PNC hereby agrees to a hold back from sale proceeds of up to
$25,000 to fund post-closing administrative expenses as approved by
PNC.
A further hearing on the matter is scheduled for October 27, 2021
at 11:30 a.m. Objections are due October 25.
A copy of the second order is available for free at
https://bit.ly/2ZCzzZG from PacerMonitor.com.
About Midnight Madness Distilling
Midnight Madness Distilling LLC, a Trumbauersville, Pa.-based
company that operates in the beverage manufacturing industry, filed
its voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Pa. Case No. 21-11750) on June 21,
2021. Casey Parzych, manager, signed the petition. At the time of
filing, the Debtor had between $1 million and $10 million in both
assets and liabilities.
Judge Magdeline D. Coleman oversees the case.
Flaster/Greenberg, P.C., is the Debtor's legal counsel.
NATURE COAST: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Nature Coast Emergency Medical Foundation, Inc.
3876 W. Country Hill Drive
Lecanto, FL 34461
Business Description: Nature Coast -- https://naturecoastems.org
-- is Citrus County's exclusive, not-for-
profit (501(c)3), Advanced Life Support
9-1-1 emergency responder and medical
transportation provider. The organization
was established on Oct. 1, 2000.
Chapter 11 Petition Date: October 2, 2021
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 21-02357
Debtor's Counsel: David S. Jennis, Esq.
DAVID JENNIS, PA
d/b/a JENNIS MORSE ETLINGER
606 East Madison Street
Tampa, FL 33602
Tel: (813) 229-2800
Email: ecf@JennisLaw.com
Total Assets as of June 30, 2021: $7,016,218
Total Liabilities as of June 30, 2021: $4,730,723
The petition was signed by Mary Hedges 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/GILD47A/Nature_Coast_Emergency_Medical__flmbke-21-02357__0001.0.pdf?mcid=tGE4TAMA
NEXTERA ENERGY: S&P Affirms 'BB' ICR, Outlook Stable
----------------------------------------------------
S&P Global Ratings affirmed its 'BB' issuer credit rating on
NextEra Energy Partners L.P. (NEP).
S&P affirmed its 'BB' rating on NEP's senior unsecured debt.
The stable outlook reflects S&P's expectation that the company will
continue to operate under long-term contracts while maintaining its
ratio of funds from operations (FFO) to debt of about 18.7% and
debt to EBITDA of about 4.6x over the next three years.
NEP's business risk continues to improve with acquisitions that
maintain its strong contractual profile and expand geographic
diversity. At IPO in 2014, NEP had a geographic presence in five
states and owned less than 1 gigawatt (GW) of generation assets.
The company owns assets in about 20 states with more than 6 GW of
installed generation and 4.3 billion cubic feet (bcf) of pipeline
capacity. The company has demonstrated an ability to grow its
geographic footprint while maintaining highly contracted revenue
streams with highly rated counterparties. NEP has a
weighted-average remaining contract life of 15 years and its
renewables portfolio has no exposure to commodity price
fluctuations. The key risk to profitability in the renewables
segment remains resource risk and availability. S&P has completed
an analysis of historical generation for each of the company's wind
assets and found that most have performed between p50 and p75
levels; S&P has updated its base case accordingly. NEP's wind,
solar, and pipeline assets continue to perform at high availability
levels and the company's highly contracted renewables focus
continues to be a strong competitive advantage relative to merchant
exposed peers with primarily thermal generation.
Recent acquisitions support credit quality. NEP's recent
acquisition of a 391 MW portfolio of wind assets from Brookfield
Renewable and announcement of the 590 MW portfolio acquisition from
NEER further contributes to an improvement in S&P's view of the
company's business risk. The Brookfield acquisition improves NEP's
geographic footprint by adding four operating wind assets in
California and New Hampshire with a remaining contract life of
about 13 years to the portfolio, while the NEER acquisition adds
additional solar and wind assets along with the company's first
distributed generation assets. If the company continues to grow
prudently and demonstrates an ability to successfully convert
convertible equity portfolio financings (CEPFs) to common equity, a
higher rating could stem from an improvement in the business risk
assessment.
S&P sid, "We expect NEP's first $750 million CEPF to convert to
common equity in December 2021.Based on the terms of the joint
venture with BlackRock executed in 2018, we expect this CEPF to
convert into common units in December 2021. We currently impute
$263 million, or 30% (the portion payable in cash), of the total
expected buyout as debt in our calculation of NEP's credit metrics.
Under our base case, we expect NEP to draw on the revolver to fund
this cash portion, which we expect will eventually be repaid via
operating cash flows.
"NEP has increasingly used CEPFs to fund its growth since 2018 and
we view the upcoming conversion of the first CEPF as paramount to
the continued success of NEP's growth strategy. Since 2018, NEP has
closed five CEPF transactions with various private equity firms and
varying terms and tenors for a total of about $3.8 billion in
proceeds from CEPFs to fund growth acquisitions. While we view
CEPFs as an attractive option to traditional hybrid vehicles, we
note that if NEP does not exercise its buyout option, distributions
from these assets in the first CEPF will flip 80% to Blackrock and
20% to NEP, leading to a significant deterioration in credit
metrics for NEP. A majority of NEP's assets are currently held in
joint venture (JV) structures with flip mechanisms that would lead
to cash flow deterioration if NEP chooses or is unable to execute
its buyout option. In our forecast, we do not expect total
outstanding CEPFs to materially exceed the current amount as these
structures expose NEP to equity market factors if the company's
unit price is depressed due to conditions unrelated to its
performance over an extended period.
"The stable outlook reflects our expectation that NEP's portfolio
will continue to operate under long-term contracts with mostly
investment-grade counterparties and generate predictable cash flows
to support its holding-company debt obligations. We expect the
company to continue to make acquisitions in line with the existing
portfolio and support the current business risk profile. We also
expect adjusted debt to EBITDA of 4x-5x over the next three years
and adjusted FFO to debt at around 16%-20%.
"We would consider lowering the rating if adjusted FFO to debt
consistently falls below 14% over our outlook period. This could
result from significantly lower cash flows from the company's
projects as a result of worse operating performance and asset
reliability, higher-than-expected operating costs, unfavorable
weather events, or increased leverage at the corporate level. Given
its roughly 45% reliance on wind-generation-based cash flows,
resource risk could be yet another reason for underperformance that
could result in a downgrade.
"We would consider upgrading NEP if we expect adjusted debt to
EBITDA to remain below 4x and if adjusted FFO to debt improves and
remains above 22% on a consistent basis. We could also raise
ratings over time if the company's portfolio becomes highly
diversified, resulting in a better business risk profile. Among
other requirements, this would need reduced reliance on
distributions from NET Holdings, the largest asset in the
portfolio, and a degree of certainty around future convertible
equity portfolio financings."
NIDA ALSHAIKH: Taps Schafer and Weiner as Bankruptcy Counsel
------------------------------------------------------------
Nida Alshaikh DDS, PC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Michigan to employ Schafer and Weiner,
PLLC to handle its Chapter 11 case.
The firm's hourly rates are as follows:
Attorneys $280 to $485 per hour
Legal Assistants $160 per hour
The firm will be paid a retainer in the amount of $10,000 and
reimbursed for out-of-pocket expenses incurred.
Jeffery Sattler, Esq., a partner at Schafer and Weiner, disclosed
in a court filing that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Jeffery J. Sattler, Esq.
Kim K. Hillary, Esq.
Schafer and Weiner, PLLC
40950 Woodward Ave., Ste. 100
Bloomfield Hills, MI 48304
Tel: (248) 540-3340
Email: jsattler@schaferandweiner.com
khillary@schaferandweiner.com
About Nida Alshaikh DDS
Nida Alshaikh DDS, PC, owner of a dental clinic in Westland, Mich.,
filed a petition for Chapter 11 protection (Bankr. E.D. Mich. Case
No. 21-47459) on Sept. 17, 2021, listing up to $50,000 in assets
and up to $10 million in liabilities. Nida Alshaikh, owner, signed
the petition. Schafer and Weiner, PLLC is the Debtor's legal
counsel.
NORTHERN INYO: S&P Affirms 'B+' Bonds Rating, Outlook Stable
------------------------------------------------------------
S&P Global Ratings revised the outlook to stable from negative and
affirmed its 'B+' rating on Northern Inyo County Local Hospital
District (NIHD), Calif.'s general obligation (GO) bonds and NIHD's
series 2010 and series 2013 revenue bonds.
"The outlook revision reflects the greatly improved operations
through the unaudited 12-month interim period ended June 30, 2021,
which has helped generate solid maximum annual debt service
coverage well above the district's covenant level," said S&P Global
Ratings credit analyst Chloe Pickett. The outlook further reflects
our view of the district's new management team, which has
implemented several initiatives to improve operations that are
expected to continue during the outlook period.
The rating reflects S&P's view of the hospital's:
-- Thin unrestricted reserves;
-- Weak maximum annual debt service (MADS) coverage;
-- Limited service area with modest growth projected; and
-- Very high debt burden and significantly underfunded
defined-benefit pension liability.
Partially offsetting these weaknesses, in S&P's view, are the
hospital's:
-- New management team focusing on improved operations and
stability in balance sheet metrics;
-- Leading market position; and
-- Stability and durability of the largest taxpayer.
S&P said, "We view NIHD's social risks as being above those of
industry peers due to weaker economic fundamentals, as NIHD's
operations are situated in a modestly sized, limited service area
in eastern California that remains challenged, with stagnant
population growth. Furthermore, we note that NIHD's weak payer mix
negatively affects the hospital's market position. We view NIHD's
overall environmental risks as elevated relative to the sector as a
whole, given its location in an area historically prone to
earthquakes and wildfires. That said, NIHD has partially mitigated
environmental risks by investing in strategic capital projects to
meet state-mandated seismic building codes, and by ensuring that
the hospital is compliant with seismic standards through 2030. We
also analyzed NIHD's governance risk and determined it is higher
than our view of the sector in light of ongoing risks associated
with the district's underfunded defined-benefit pension plan, as
the plan exposes NIHD to contribution volatility and could pressure
operations. The plan is currently funded at 34% with an unfunded
liability of $40.9 million as of fiscal 2020, which we view as
exceptionally weak. Furthermore, while the organization has
recently transitioned out of a period of heightened management
turnover, we believe the new management team will serve the
organization well, as they have implemented a refreshed strategic
plan with clear imperatives focused on operational improvement and
stability. Although the board of directors is appointed by the
county and is not self-perpetuating, which we consider best
practice, we note that this structure has not hampered NIHD's
ability to execute on its strategies.
"We could revise the outlook to negative or lower the rating during
the outlook period if NIHD is unable to maintain the recent
operating performance improvements or if MADS coverage
deteriorates. We could also lower the rating if NIHD increases its
already heavy debt load, depletes unrestricted reserves, or
violates its debt service coverage (DSC) covenant.
"We consider a higher rating unlikely during the outlook period.
However, we could revise the outlook to positive over the longer
term if NIHD sustains the operating improvement seen through the
12-month interim period, such that the district has more cushion in
its debt service coverage covenant. We would also view positively
growth in unrestricted reserves, further reduction in leverage, and
steps to address the large pension liability."
NORTHWEST FIBER: S&P Rates New $275MM Senior Secured Notes 'B'
--------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '2'
recovery rating to Northwest Fiber LLC's (doing business as Ziply
Fiber) proposed $275 million senior secured notes due 2027. The '2'
recovery rating indicates its expectation for substantial (70%-90%;
rounded estimate: 80%) recovery in the event of a payment default.
The company plans to use the net proceeds from these notes to fund
the capital expenditure (capex) associated with the upgrade of its
network to fiber-to-the-home (FTTH) and for general corporate
purposes.
S&P said, "At the same time, we lowered the issue-level rating on
Ziply's $100 million revolving credit facility due 2025 and $500
million term loan B due 2027 to 'B' from 'B+' and revised our
recovery rating to '2' from '1'. The '2' recovery rating indicates
our expectation for substantial (70%-90%; rounded estimate: 80%)
recovery in the event of a payment default. We also lowered the
issue-level rating on the company's $250 million 10.75% senior
unsecured notes due 2028 and $300 million 6% senior unsecured notes
due 2028 to 'CCC' from 'CCC+' and revised our recovery rating to
'6' from '5'. The '6' recovery rating indicates our expectation for
negligible (0%-10%; rounded estimate: 0%) recovery in the event of
a payment default."
The downgrades and lower recovery ratings reflect Ziply's
additional secured debt, which dilutes the recovery prospects for
the holders of both its senior secured and senior unsecured debt in
our hypothetical default scenario.
S&P said, "In certain cases, investments in accretive capital
projects (such as Ziply's multiyear FTTH build) could prompt us to
increase our gross default valuation to reflect our expectation for
higher EBITDA associated with these investments and greater value
available to creditors in a hypothetical default scenario. However,
we are leaving default Ziply's valuation unchanged because we do
not believe that its fiber builds and market penetration will be
accretive to our default level EBITDA prior to our hypothetical
default in 2023 since the company has tempered expectations around
its build plan over the next few years due to construction delays
and supply chain issues. Therefore, we expect the incremental
EBITDA from the new investments to come after our default year.
That said, we could raise our default valuation over time if we
expect the company to materially increase its EBITDA before our
default year due to investments that we have not already
incorporated in our recovery analysis.
"Our 'B-' issuer credit rating and stable outlook on Ziply are
unchanged. We expect the additional debt will increase the
company's S&P Global Ratings-adjusted leverage to the low-7x area
from the low-6x area under our previous base-case forecast. Despite
the increase in leverage and our expectation for negative free
operating cash flow due to its elevated capital spending, we think
Ziply's investments are necessary and believe it has a credible
path to reducing its debt over time assuming the successful
execution of its fiber build program. Although we expect the
company's top-line revenue to remain pressured over the next couple
of years because of ongoing declines in its voice, video, and
copper-based broadband revenue, it is seeing positive momentum in
its broadband subscriber additions (with residential fiber and
total residential broadband subscriber net adds over the last three
months growing at an annualized rate of 20% and 6%, respectively).
Ziply plans to make fiber available to more than 80% of its
addressable market over the next five years, which is up from the
42% that it expects will be FTTH-enabled by the end of 2021. For
2021 and 2022, we expect the company's EBITDA to decline by the
mid-single digit percent range and for leverage to rise to the low-
to mid-7x range, from 5.3x in 2020."
NOVA VENTURES: Case Summary & 2 Unsecured Creditors
---------------------------------------------------
Debtor: Nova Ventures, LLC
716 Newman Springs Road
Suite 221
Lincroft, NJ 07738-1523
Business Description: Nova Ventures is the fee simple owner of
five real properties located in New Jersey
having an aggregate comparable sale value
of $2.58 million.
Chapter 11 Petition Date: October 1, 2021
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 21-17725
Debtor's Counsel: Eugene D. Roth, Esq.
LAW OFFICE OF EUGENE D. ROTH
2520 Highway 35, Suite 307
Manasquan, NJ 08736
Tel: 732-292-9288
Email: erothesq@gmail.com
Total Assets: $2,580,000
Total Liabilities: $2,249,774
The petition was signed by Samantha Pitt as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/ECSFSBY/Nova_Ventures_LLC__njbke-21-17725__0001.0.pdf?mcid=tGE4TAMA
OLCAN III PROPERTIES: Nov. 16 Disclosure Statement Hearing Set
--------------------------------------------------------------
On Sept. 24, 2021, Debtor OLCAN III Properties LLC filed with the
U.S. Bankruptcy Court for the District of Maryland a Disclosure
Statement and a Plan. On September 28, 2021, Judge David E. Rice
ordered that:
* Nov. 16, 2021, at 11:00 AM is the hearing to consider the
approval of the Disclosure Statement.
* Nov. 2, 2021, is fixed as the last day for filing and
serving written objections to the Disclosure Statement.
A copy of the order dated September 28, 2021, is available at
https://bit.ly/3mmvIrm from PacerMonitor.com at no charge.
About Olcan Properties III
Olcan III Properties, LLC, owns and operates three parcels of
investment real estate which it rents and from which it derives
income. Two of the real properties are located in Baltimore City,
Maryland, and the third is in Anne Arundel County, Maryland.
Olcan III Properties filed a Chapter 11 bankruptcy petition (Bankr.
D. Md. Case No. 21-15323) on Aug. 18, 2021, disclosing $1 million
in assets and $500,000 in liabilities. The Debtor is represented
by the Law Office of Marc R. Kivitz.
OSCEOLA MEDICAL: Case Summary & 7 Unsecured Creditors
-----------------------------------------------------
Debtor: Osceola Medical Plaza LLC
1000 Mann Street
Kissimmee, FL 34741
Business Description: Osceola Medical Plaza LLC is primarily
engaged in renting and leasing real estate
properties. The Debtor is the fee simple
owner of a medical office plaza located in
Kissimmee, Florida having a current value
of $1.8 million (based on tax records
valuation method).
Chapter 11 Petition Date: October 1, 2021
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 21-04459
Debtor's Counsel: Aldo G. Bartolone, Esq.
BARTOLONE LAW, PLLC
1030 N. Orange Avenue
Suite 300
Orlando, FL 32801
Tel: (407) 294-4440
Fax: (407) 287-5544
Email: aldo@bartolonelaw.com
Total Assets: $3,898,099
Total Liabilities: $4,524,772
The petition was signed by Faiz A. Faiz as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's seven unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/HFUAX3I/Osceola_Medical_Plaza_LLC__flmbke-21-04459__0001.0.pdf?mcid=tGE4TAMA
PERFORMANCE SPORTS: District Judge Upholds TSG Suit Toss
--------------------------------------------------------
Rick Archer, writing for Law360, reports that a Delaware federal
judge has upheld a bankruptcy court ruling that the litigation
trustee for defunct Performance Sports Group Ltd. had failed to
make its case for pursuing claims blaming former officers and
directors for the company's bankruptcy.
In an opinion issued Wednesday, September 29, 2021, U.S. District
Judge Maryellen Noreika upheld the bankruptcy court's dismissal of
breach of fiduciary duty and other claims against the former
officers and directors of the sporting goods manufacturer, agreeing
that the trustee's arguments were mere "conclusory accusations."
PSG had been facing scrutiny over its financial statements for
months before its 2016 bankruptcy, revising its earnings downward.
D&Os vs. TSG
On Feb. 28, 2017, the Debtors consummated a sale of substantially
all of their assets under Sec. 363 of the Bankruptcy Code. The
Debtors' plan of liquidation was confirmed on Dec. 20, 2017. The
Plan appointed Theseus Strategy Group LLC ("TSG") to serve as
liquidation trustee of the Old PSG Wind Down Liquidation Trust
("the Trust") and as litigation representative of the Trust and the
Debtors.
On Oct. 23, 2019 -- more than two and a half years following
confirmation of the Plan -- the former Officers and Directors filed
the Complaint against TSG for monetary, injunctive, and declaratory
relief in connection with "threatened" litigation by TSG. The
complaint alleged that TSG had threatened to sue the former
officers and directors, even though their asset preservation
efforts were so successful that they obtained "the best possible
result for creditors, equity holders, and employees alike."
On Nov. 11, 2019, TSG filed an answer and counterclaims, alleging
that the former officers and directors breached their fiduciary
duties of good faith and loyalty, under Delaware law and British
Columbia law, and for corporate waste.
The former officers and directors filed separate motions to dismiss
the Counterclaims with prejudice. On June 30, 2020, the Bankruptcy
Court entered its Opinion granting the Officers' and Directors'
Motions to Dismiss. TSG filed a motion for reconsideration, which
Officers and Directors opposed. On Oct. 13, 2021, the Bankruptcy
Court entered the Order denying the motion for reconsideration,
dismissing TSG's Counterclaims, and dismissing the Complaint.
"In dismissing the Counterclaims, the Bankruptcy Court followed the
process required by Iqbal and Twombly: it carefully reviewed each
of the allegations, drew all appropriate inferences 34 in favor of
TSG, and properly distinguished between factual and conclusory
allegations," the District Court ruled in affirming the Bankruptcy
Court Order.
A copy of the Opinion is available at
https://www.ded.uscourts.gov/sites/ded/files/opinions/20-1450.pdf
About Performance Sports Group
Exeter, N.H.-based Performance Sports Group Ltd. --
http://www.PerformanceSportsGroup.com/-- is a developer and
manufacturer of ice hockey, roller hockey, lacrosse, baseball and
softball sports equipment, as well as related apparel and soccer
apparel.
On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its
affiliates filed voluntary petitions under Chapter 11 of the
Bankruptcy Code in the District of Delaware and commenced
proceedings under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice.
The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.;
Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer
Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.;
BPS Diamond Sports Inc.; and PSG Innovation Inc.
The Canadian Debtors are Performance Sports Group Ltd.; KBAU
Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton
Baseball/Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.;
BPS Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer
Performance Sports Uniforms Corp.; and Performance Lacrosse Group
Corp.
The Debtors hired Paul, Weiss, Rifkind, Wharton & Garrison LLP as
counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as
investment banker to the special committee; Alvarez & Marsal North
America, LLC, as restructuring advisor; Joele Frank, Wilkinson,
Brimmer, Katcher as communications & relations advisor; KPMG LLP as
auditors; and Prime Clerk LLC as notice, claims, solicitation and
balloting agent.
Ernst & Young LLP is the monitor in the CCAA cases. The Monitor
tapped Thornton Grout Finnigan LLP, Allen & Overy LLP, and Buchanan
Ingersoll & Rooney PC as attorneys.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on Nov. 10, 2016,
appointed three creditors of BPS US Holdings, Inc., parent of
Performance Sports, to serve on the official committee of unsecured
creditors. The Creditors' Committee retained by Blank Rome LLP as
counsel, Cassels Brock & Blackwell LLP as Canadian co-counsel, and
Province Inc. as financial advisor.
The U.S. Trustee appointed a committee of equity security holders.
The equity committee is represented by Natalie D. Ramsey, Esq., and
Mark A. Fink, Esq., at Montgomery, McCracken, Walker & Rhoads, LLP;
and Robert J. Stark, Esq., Steven B. Levine, Esq., James W. Stoll,
Esq., and Andrew M. Carty, Esq., at Brown Rudnick LLP.
The U.S. Court appointed M.J. Renick & Associates LLC as the fee
examiner.
* * *
As reported by the Troubled Company Reporter, effective as of Feb.
27, 2017, the Company consummated the sale of substantially all of
the assets of the Company and its North American subsidiaries,
including its European and global operations, pursuant to an asset
purchase agreement, dated as of Oct. 31, 2016, as amended, by and
among the Sellers, 9938982 Canada Inc., an acquisition vehicle
co-owned by affiliates of Sagard Holdings Inc. and Fairfax
Financial Holdings Limited, and the designated purchasers party
thereto, for a base purchase price of US$575 million in aggregate,
subject to certain adjustments, and the assumption of related
operating liabilities.
The transaction was the culmination of the process commenced by the
Sellers pursuant to creditor protection proceedings launched on
Oct. 31, 2016, in the Ontario Superior Court of Justice under the
Companies' Creditors Arrangement Act, and in the U.S. Bankruptcy
Court for the District of Delaware under Chapter 11 of the
Bankruptcy Code, as amended.
The Company conducted a court-supervised sale and auction process
as part of its Canadian and U.S. court proceedings. The bid made by
the Purchaser served as the "stalking horse" bid for purposes of
the process and was ultimately determined to be the successful bid
in accordance with the related court approved bidding procedures.
In accordance with, and pursuant to, the terms and conditions of
the Agreement, the Company has changed its name to "Old PSG
Wind-down Ltd." from "Performance Sports Group Ltd." effective as
of March 20, 2017. BPS US Holdings Inc. changed its name to Old
BPSUSH Inc.
On Aug. 25, 2017, the Debtors filed their original Plan of
Liquidation and related Disclosure Statement. On Oct. 19, 2017,
the Debtors filed their modified Plan of Liquidation and modified
Disclosure Statement.
PIPELINE FOODS: Seeks to Hire Bryan Cave as Special Counsel
-----------------------------------------------------------
Pipeline Foods, LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Bryan Cave
Leighton Paisner, LLP to serve as special counsel for the board of
managers of Pipeline Holdings, LLC.
The firm's services include legal advice to the board of managers
with respect to a loan workout of a syndicated credit facility
between Pipeline Holdings and Cooperatieve Rabobank U.A., New York
Branch.
The firm's hourly rates are as follows:
Partners $640 to $810 per hour
Associates $400 to $650 per hour
Bryan received a retainer of $285,000 from the Debtors. It will
also receive reimbursement out-of-pocket expenses incurred.
Jason DeJonker, Esq., a partner at Bryan, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
In response to the request for additional information set forth in
Paragraph D.1. of the Revised U.S. Trustee Guidelines, Bryan
disclosed the following:
Question: Did Bryan agree to any variations from, or
alternatives to, Bryan's standard billing arrangements for this
engagement?
Answer: No
Question: Do any of the Bryan professionals in this engagement
vary their rate based on the geographic location of the Debtors'
Chapter 11 cases?
Answer: No.
Question: If Bryan has represented the Debtors in the twelve
months prepetition, disclose Bryan's billing rates and material
financial terms for the prepetition engagement, including any
adjustments during the twelve months prepetition. If Bryan's
billing rates and material financial terms have changed
post-petition, explain the difference and the reasons for the
difference.
Answer: Not applicable.
Question: Have the Debtors approved Bryan's budget and
staffing plan, and, if so, for what budget period?
Answer: The board of managers has reviewed Bryan's staffing
plan and anticipated work streams. At this time, there is no
budget in place but the firm understands that the board, the
Debtors, and the U.S. trustee will maintain active oversight of
the firm's billing practice
The firm can be reached at:
Jason J. DeJonker, Esq.
Bryan Cave Leighton Paisner LLP
161 North Clark Street, Suite 4300
Chicago, IL 60612
Office: (312) 602-5000
Direct: (312) 602-5005
Fax: (312) 602-5050/(312) 698-7405
Email: jason.dejonker@bclplaw.com
About Pipeline Foods
Pipeline Foods, LLC -- https://www.pipelinefoods.com/ -- is the
first U.S.-based supply chain solutions company focused exclusively
on non-GMO, organic, and regenerative food and feed. It is based in
Fridley, Minn.
Pipeline Foods and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 21-11002) on July 8, 2021. The
affiliates are Pipeline Holdings, LLC, Pipeline Foods Real Estate
Holding Company, LLC, Pipeline Foods, ULC, Pipeline Foods Southern
Cone S.R.L., and Pipeline Foods II, LLC. In the petition signed by
CRO Winston Mar, Pipeline Foods disclosed between $100 million and
$500 million in both assets and liabilities.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Saul Ewing Arnstein & Lehr LLP as legal counsel,
Ocean Park Securities LLC as investment banker, and
SierraConstellation Partners LLC as financial advisor. Winston Mar
of SierraConstellation Partners serves as chief restructuring
officer. Stretto is the claims and noticing agent and
administrative agent.
Bryan Cave Leighton Paisner, LLP serves as legal counsel to the
Board of Directors.
On July 22, 2021, the U.S. Trustee for Region 3 appointed an
official committee of unsecured creditors. The committee tapped
Barnes & Thornburg, LLP as its legal counsel and Dundon Advisers,
LLC as its financial advisor.
Bryan Cave Leighton Paisner LLP serves as special counsel to the
board of managers of Pipeline Holdings, LLC, one of the affiliated
debtors.
PIZ FAMILY: Court Approves KeyBank Cash Collateral Deal
-------------------------------------------------------
Judge Cecelia G. Morris of the U.S. Bankruptcy Court for the
Southern District of New York approved the stipulation entered into
between Piz Family Deli, Inc. and Keybank, National Association
pertaining to the Debtor's use of cash collateral. Pursuant to the
Stipulation, the Debtor may use the cash collateral in the ordinary
course of its business from the date of signing of the stipulation
through November 30, 2021.
As adequate protection, the Debtor grants to KeyBank continuing
rollover liens and security interests in all of the Debtor's
postpetition collateral to the same extent, validity and priority
as KeyBank held prior to the Petition Date. The Debtor shall also
make monthly adequate protection payments to KeyBank for $750 by
the first day of each month beginning September 1, 2021. To the
extent its adequate protection replacement liens prove inadequate,
KeyBank shall have an allowed cost and expense of administration
claims under Section 507(b) of the Bankruptcy Code, with priority
over every other claim for costs of administration under Section
507(a) (1) of the Bankruptcy Code.
The Debtor owed KeyBank $255,571 for a prepetition note and
security agreement the Debtor executed in favor of the Bank.
KeyBank has a valid security interest pursuant to a Uniform
Commercial Code filing on substantially all of the Debtor's assets.
The Debtor's right to use cash collateral under the terms of the
Stipulation shall terminate upon entry of the order confirming the
Debtor's Plan of Reorganization. The parties may extend the term
of the Stipulation, on the same terms and conditions for periods
not to exceed 90 days on any single extension.
A copy of the approved cash collateral stipulation and agreement is
available for free at https://bit.ly/2Y4okbI from PacerMonitor.com.
Counsel for KeyBank National Association:
Adam Brasky, Esq.
Rupp Baase Pfalzgraf Cunningham LLC
1600 Liberty Building
Buffalo, NY 14202
Telephone: (716) 854-3400
Facsimile: (716) 332-0336
Email: brasky@ruppbaase.com
About Piz Family Deli, Inc.
Piz Family Deli, Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
21-35618) on August 13, 2021, listing $100,001 to $500,000 in both
assets and liabilities. Judge Cecelia G. Morris presides over the
case.
Michelle L Trier, Esq. at Genova & Malin represents the Debtor as
counsel. Rupp Baase Pfalzgraf Cunningham LLC represents KeyBank
National Association, secured creditor.
POWER BAIL BONDS: Trustee Seeks Access to Cash Through Dec. 31
--------------------------------------------------------------
Caroline Djang, duly appointed Subchapter V Trustee for the
bankruptcy estate of Power Bail Bonds, Inc., and Lexington National
Insurance Corporation (LNIC), in a joint motion, asked the U.S.
Bankruptcy Court for the Central District of California to approve
their sixth stipulation authorizing the Trustee to use cash
collateral from October 1 to December 31, 2021 to fund the Debtor's
ordinary and necessary operating expenses, according to the
budget.
LNIC holds a properly perfected blanket security interest in all of
the Debtor's assets, such as the Debtor's accounts receivable and
certain intellectual property (IP), including the Debtor's URL
(http://www.powerbailbonds.com),telephone number (888-867-4608)
and name (Power Bail Bonds). LNIC filed an amended proof of claim
in the Debtor's case for $5,882,958.
The parties, in March 2021, have jointly sought Court approval of a
stipulation modifying the automatic stay to allow LNIC to foreclose
on the IP and monetize its value in order to reduce LNIC's secured
claim. The Court granted the joint motion allowing LNIC to
foreclose on the IP.
As condition for the use of cash collateral, the parties agree
that:
a. the Trustee shall be allowed to offer:
* up to 25% discount on accounts receivable with a balance of
$1,000 or less;
* no more than a 10% discount on current accounts with a
balance of more than $1,000, without express written permission
from LNIC;
* up to a 50% discount for accounts that are delinquent
(payment not made within last 120 days) so long as the amount
forgiven does not exceed $3,000;
b. the Trustee shall remit to LNIC 90% of all net revenues
collected by Trustee during the term; and
c. LNIC shall inform the Trustee of its total claims, legal and
recovery expenses, and shall provide the Trustee with proof of its
expenses at specific dates agreed upon by the parties.
A copy of the joint motion is available for free at
https://bit.ly/2Y4w2m0 from PacerMonitor.com.
The motion will be heard on October 19, 2021 at 2 p.m. Objections
are due no later than 14 days prior to the hearing.
Counsel for Lexington National Insurance Corporation, secured
creditor:
Leonard M. Shulman, Esq.
Franklin J. Contreras, Jr., Esq.
Shulman Bastian Friedman & Bui LLP
100 Spectrum Center Drive, Suite 600
Irvine, CA 92618
Telephone: (949) 340-3400
Facsimile: (949) 340-3000
Email: LShulman@shulmanbastian.com
FContreras@shulmanbastian.com
About Power Bail Bonds
Power Bail Bonds, Inc., a company based in Temecula, Calif., filed
a Chapter 11 petition (Bankr. C.D. Calif. Case No. 20-14155) on
June 15, 2020. In the petition signed by Marcus Romero, chief
executive officer and president, the Debtor disclosed $55,112,483
in assets and $2,673,222 in liabilities.
Judge Mark S. Wallace oversees the case.
The Debtor tapped Reid & Hellyer, APC as its bankruptcy counsel and
John R. Mayer, A Professional Law Corporation as its special
counsel.
Shulman Bastian Friedman & Bui LLP represents Lexington National
Insurance Corporation, secured creditor.
Caroline R. Djang has been appointed as Subchapter V trustee in the
Debtor's Chapter 11 case.
PRIMARIS HOLDINGS: Gets Cash Collateral Access
----------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri has
authorized Primaris Holdings, Inc. to use cash collateral, in which
The Bank of Missouri may assert an interest, on an interim basis in
accordance with the budget through October 21, 2021, pending
issuance of a final order.
The Debtor requires the use of cash collateral to, among other
things, finance the ordinary costs of their operations, maintain
business relationships with vendors, suppliers and customers, make
payroll, and satisfy other working capital and operational needs.
The Court says BOM, as a pre-petition lender, is entitled, pursuant
to Section 363(c) of the Bankruptcy Code, to adequate protection of
their interests in collateral under the prepetition loans to the
extent that there is a diminution in the value of its interests in
such collateral from and after the Petition Date. The Court finds
that $57,875.30, representing the amount in the Debtor's bank
accounts on the date of filing, provides adequate protection to the
Bank for its cash collateral position on accounts (as opposed to
accounts receivable position). The Debtor is directed to
immediately pay the sum of $57,875.30 to BOM as adequate
protection.
Upon payment by the Debtor of the adequate protection amount to
BOM, the Debtor will be authorized to use the remaining Cash
Collateral.
A further hearing on the matter is scheduled for October 21.
A copy of the order is available for free at https://bit.ly/2ZCC8Lg
from PacerMonitor.com.
About Primaris Holdings
Primaris Holdings, Inc. is a Columbia, Mo.-based privately held
company in the healthcare consulting business. It leads and
supports systems and clinicians in implementing solutions that
improve healthcare quality and reduce costs.
Primaris Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Mo. Case No. 20-20773) on Nov. 19,
2020. Richard A. Royer, chief executive officer, signed the
petition.
At the time of filing, the Debtor had total assets of $3,170,289
and liabilities of $5,203,068.
The Olsen Law Firm, LLC and Foley Law serve as the Debtor's legal
counsel. Mueller Prost LC is the Debtor's accountant.
Bank of Missouri, as lender, is represented by Bradshaw, Steele,
Cochrane, Berens and Billmeyer, LC.
PURDUE PHARMA: Judge Drain Expects Higher Court to Review Plan
--------------------------------------------------------------
Jeremy Hill of Bloomberg News reports that U.S. Bankruptcy Judge
Robert Drain has "little doubt" that a higher court will opt to
review his approval of Purdue Pharma LP's opioid settlement, he
said in a hearing Thursday, September 30, 2021.
Several states and an arm of the U.S. Justice Department have moved
to appeal Drain's ruling, but they've also expressed concern that a
higher court would decline to review the decision if Purdue's plan
takes effect first. But there's "no reason" a higher court
shouldn't take up the appeal and will likely move quickly given the
public importance of the case, Judge Drain said.
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.
* * *
U.S. Bankruptcy Judge Robert Drain in early September 2021 approved
a plan to turn Purdue into a new company (Knoa Pharma LLC) no
longer owned by members of the Sackler family, with its profits
going to fight the opioid epidemic. The Sackler family agreed to
pay $4.3 billion over nine years to the states and private
plaintiffs and in exchange for a lifetime legal immunity. The deal
resolves some 3,000 lawsuits filed by state and local governments,
Native American tribes, unions, hospitals and others who claimed
the company's marketing of prescription opioids helped spark and
continue an overdose epidemic.
Separate appeals to approval of the Plan have already been filed by
the U.S. Bankruptcy Trustee, California, Connecticut, the District
of Columbia, Maryland, Rode Island and Washington state, plus some
Canadian local governments and other Canadian entities.
PURDUE PHARMA: Rhode Island Appeals Plan Approval
-------------------------------------------------
The Associated Press reports that objections to a historic
settlement with Purdue Pharma are mounting in the form of appeals,
with Rhode Island's attorney general saying Wednesday the plan
doesn't hold the OxyContin maker or its owners accountable for its
role in sparking the opioid crisis.
Rhode Island appealed Tuesday, September 28, 2021, in U.S.
Bankruptcy Court in New York. Separate appeals have already been
filed by the U.S. Bankruptcy Trustee, California, Connecticut, the
District of Columbia, Maryland and Washington state, plus some
Canadian local governments and other Canadian entities.
Any successful appeal could undo the deal, not just that state's
piece of it.
Rhode Island Attorney General Peter Neronha, a Democrat, said he
doesn't accept that the resolution between Purdue Pharma and
thousands of state and local governments is sufficient. The
Sackler family has not been transparent about its wealth, he said,
so it's difficult to calculate how much punishment any resolution
will inflict.
Estimates have put the collective wealth of family members who own
the company at over $10 billion.
Neronha also said he dislikes that the settlement protects the
Sacklers from lawsuits over opioids.
The state would be entitled to an estimated $21.6 million over nine
years, or about $2.4 million annually, he said.
"It's just not a lot," Neronha said. "It may sound like a lot, I
guess, but it's not a lot, given the scope of the problem, both
past, present and future."
A federal bankruptcy judge approved a plan this month to turn
Purdue, based in Stamford, Connecticut, into a new company no
longer owned by members of the Sackler family, with its profits
going to fight the opioid epidemic.
The deal resolves some 3,000 lawsuits filed by state and local
governments, Native American tribes, unions, hospitals and others
who claimed the company's marketing of prescription opioids helped
spark and continue an overdose epidemic.
Company profits and $4.5 billion in cash and charitable assets from
members of the Sackler family will be used to pay some individual
victims and help fund opioid treatment and prevention programs.
Members of the Sackler family have said that while they dispute the
allegations made about their family, they "embraced this path in
order to help combat a serious and complex public health crisis."
Purdue has said the settlement averts "years of value-destructive
litigation" and ensures that billions of dollars will be used to
help people and communities hurt by the opioid crisis. Phone
messages left with their lawyers Wednesday, September 29, 2021 were
not immediately returned.
Rhode Island's case against opioid makers is scheduled for trial in
state court in January. But the state's claim and all others
against Purdue were put on pause when the company filed for
bankruptcy two years ago. The state's only hope of being able to
move ahead with a claim against the company would be winning an
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.
* * *
U.S. Bankruptcy Judge Robert Drain in early September 2021 approved
a plan to turn Purdue into a new company (Knoa Pharma LLC) no
longer owned by members of the Sackler family, with its profits
going to fight the opioid epidemic. The Sackler family agreed to
pay $4.3 billion over nine years to the states and private
plaintiffs and in exchange for a lifetime legal immunity. The deal
resolves some 3,000 lawsuits filed by state and local governments,
Native American tribes, unions, hospitals and others who claimed
the company's marketing of prescription opioids helped spark and
continue an overdose epidemic.
Separate appeals to approval of the Plan have already been filed by
the U.S. Bankruptcy Trustee, California, Connecticut, the District
of Columbia, Maryland, Rode Island and Washington state, plus some
Canadian local governments and other Canadian entities.
RAWBIN FINANCES: Chapter 15 Case Summary
----------------------------------------
Chapter 15 Debtor: Rawbin Finances Pty Limited
(in Liquidation)
26 Flinders Street
Adelaide, South Australia 05000
Type of Business: Operated as an investment vehicle with
extensive dealings with intercompany
borrowing and lending entities within a
remarkably complex group of companies
controlled and operated by, and use for the
personal benefit of, the Binetter family,
many of which companies have been the
subject of a far-ranging tax investigation
by the Australian Taxation Office.
The results of that investigation have
culminated in multiple legal proceedings
against, among other parties, certain
banks and members of the Binetter family
personally, in connection with an
international tax avoidance scheme
involving the Debtor and other family
companies going back 25 years.
Foreign
Proceeding: Sheahan and Lock as Liquidators of
Milgerd Nominees Pty Ltd (In Liq.) et
ors., case no. 2018/00365045
(Sup. Ct. of NSW)
Chapter 15
Petition Date: September 30, 2021
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 21-11701
Judge: Hon. Michael E. Wiles
Foreign
Representative: John Sheahan
26 Flinders Street
Adelaide, South Australia 05000
Foreign
Representative's
Counsel: Robert N.H. Christmas, Esq.
NIXON PEABODY LLP
55 West 46th St.
New York NY 10022
Tel: (212) 940-3103
E-mail: rchristmas@nixonpeabody.com
- and -
Christopher J. Fong, Esq.
NIXON PEABODY LLP
55 West 46th Street
New York, New York 10036
Tel: (212) 940-3000
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/DXVBLSY/Rawbin_Finances_Pty_Limited_in__nysbke-21-11701__0001.0.pdf?mcid=tGE4TAMA
ROCKCLIFF ENERGY II: Moody's Assigns 'B1' Corp Family Rating
------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Rockcliff
Energy II LLC, including a B1 Corporate Family Rating, B1-PD
Probability of Default Rating and B3 rating to its proposed $600
million senior unsecured notes due 2029. The rating outlook is
stable.
Rockcliff is an independent exploration & production company
focused primarily on developing natural gas properties in the
Haynesville Shale of East Texas. Rockcliff is seeking to raise $600
million of senior unsecured notes with proceeds used to partially
repay existing borrowings on the company's $900 million reserves
based lending (RBL) facility.
"Rockcliff's ratings are supported by its relatively low debt
leverage, its competitive cost structure and strong cash margins
aided by its substantial commodity hedge book. The company is
constrained by its pure-play natural gas production profile,
geographic concentration and smaller scale," commented Sreedhar
Kona, Moody's Senior Analyst. "Rockcliff's substantial free cash
flow generation potential aided by its strong hedge position and
good liquidity contribute to the company's stable outlook."
Assignments:
Issuer: Rockcliff Energy II LLC
Probability of Default Rating, Assigned B1-PD
Corporate Family Rating, Assigned B1
Senior Unsecured Notes, Assigned B3 (LGD5)
Outlook Action:
Issuer: Rockcliff Energy II LLC
Outlook Assigned Stable
RATINGS RATIONALE
Rockcliff's B1 CFR reflects the company's pure-play natural gas
production profile which yields lower cash margins than an
oil-weighted production base on an equivalent unit of production,
notwithstanding the company's operations in prolific natural gas
plays of the Haynesville Shale in East Texas. The ratings are also
constrained by the company's geographic concentration and
relatively small size and scale. A significant portion of
Rockcliff's reserves base is proved undeveloped and the company
will need significant capital spending to develop the acreage.
Rockcliff benefits from its relatively low debt leverage, its
competitive cost structure and strong cash margins aided by its
substantial commodity hedge book. The company has demonstrated a
meaningful track record of production and reserves growth since its
inception in 2017 and has delineated its acreage significantly, to
hold a substantial portion of its acreage by production. Given the
company's low debt burden and sizeable production, the company is
poised to produce significant free cash flow through 2022 and 2023.
Despite the company's ability to make significant distributions to
the sponsor, the company's plan to develop its acreage without
increasing its debt burden is credit positive. Rockcliff also
benefits from its access to Gulf Coast markets with attractive
natural gas pricing. The company is supported by an experienced
management team with a good track record and a seasoned sponsor in
Quantum Energy Partners, which has significant investments in
energy sector.
The stable outlook reflects Rockcliff's strong hedge position and
Moody's view that Rockcliff will generate substantial free cash
flow while holding its production largely flat. Moody's also
expects the company to maintain low debt leverage and good
liquidity.
Moody's expects Rockcliff to maintain good liquidity. At closing of
the proposed transaction, Rockcliff will have nominal cash balance
and over $750 million available under its borrowing base RBL
facility expiring in December 2024. Moody's expects Rockcliff's
outstanding revolver balance to be substantially paid off by
year-end 2021. Rockcliff will meet its capital spending needs and
debt service through 2022 from its operating cash flow and will
generate significant free cash flow. Under the RBL credit
agreement, Rockcliff is required to maintain debt/EBITDAX of less
than 3.5x and a current ratio of greater than 1x. Moody's expects
Rockcliff to maintain compliance with its financial covenants.
Rockcliff's $600 million senior unsecured notes due in 2029 are
rated B3, two notches below the CFR, reflecting the priority
ranking of the company's substantial $900 million borrowing base
senior secured RBL facility.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Rockcliff's ratings could be upgraded if the company modestly grows
production and proved developed reserves at competitive returns
while generating consistent positive free cash flow and maintaining
good liquidity. The company must also maintain low debt leverage
and a leveraged full cycle ratio (LFCR) above 1.5x. A track record
of consistent execution will also contribute to an upgrade.
Factors that could lead to a downgrade include a decline in the
company's production, negative free cash flow that leads to higher
debt, higher than expected distributions to equity owners, retained
cash flow to debt ratio below 25% and weakening liquidity.
Rockcliff is an independent exploration & production company
focused primarily on developing natural gas properties in
Haynesville Shale of East Texas.
The principal methodology used in these ratings was Independent
Exploration and Production published in August 2021.
ROCKWORX INC: Obtains Interim OK to Use Cash Thru Nov. 21
---------------------------------------------------------
Judge Kimberley H. Tyson of the U.S. Bankruptcy Court for the
District of Colorado authorized Rockworx, Inc. to use cash
collateral through and including November 21, 2021.
The Debtor has sought authorization to use cash collateral of
$269,359 during the projected period from the week ending September
4 through the week ending November 20, 2021.
The Debtor's Secured Creditors -- Midwest Regional Bank; Amur
Equipment Finance, Inc.; and Mr. Advance LLC -- are granted
replacement and/or substitute liens in all of the Debtor's
postpetition assets and proceeds thereof, excluding avoidance
causes of action. The Bank asserts a blanket lien against all of
the Debtor's assets, and is owed $881,773, plus accrued interest
and attorney's fees, according to the Debtor. The Bank asserts,
however, that it is owed approximately $900,924. Amur holds a
purchase money security interest in certain equipment. The Debtor
believes Amur is owed $32,500 as of the Petition Date. Mr. Advance
LLC asserts a blanket lien against all of the Debtor's assets, and
according to the Debtor, is owed approximately $19,000.
The Court assumes that the Bank's lien has first priority as to all
assets other than the equipment financed by Amur, and finds the
Bank to be sufficiently protected by the value of Debtor's assets
so that additional payments for adequate protection will not be
required for the period of time ending November 20, 2021. The
Court values the Debtor's assets at $1,074,258 for purposes of the
current order. Previously, the Bank objected to the Debtor's use
of the cash collateral.
A copy of the order is available for free at https://bit.ly/3me9fg7
from PacerMonitor.com.
About Rockworx Inc.
Rockworx, Inc., an aggregate supplier in Pueblo, Colo., filed its
voluntary petition for Chapter 11 protection (Bankr. D. Colo. Case
No. 21-14527) on Aug. 31, 2021, listing $1,310,706 in assets and
$1,310,706 in liabilities. Rockworx President Sean Dudley signed
the petition.
Judge Kimberley H. Tyson oversees the case.
The Fox Law Corporation, Inc. and Kutner Brinen Dickey Riley, P.C.
serve as the Debtor's lead bankruptcy counsel and local counsel,
respectively.
ROSCOE GUITARS: Seeks Emergency Access to Cash Collateral
---------------------------------------------------------
Roscoe Guitars, Inc. asked the U.S. Bankruptcy Court for the Middle
District of North Carolina to authorize the emergency use of cash
collateral necessary to maintain its business.
A proposed budget filed with the Court provided for total expenses,
on a weekly basis, as follows:
$9,526 for the week from October 4 to 10, 2021;
$2,400 for the week from October 11 to 17, 2021;
$6,791 for the week from October 18 to 24, 2021;
$3,728 for the week from October 25 to 31, 2021;
$12,553 for the week from November 1 to 7, 2021; and
$3,377 for the week from November 8 to 14, 2021.
First National Bank (FNB), successor in interest to Yadkin Bank,
asserts $553,054 as owing by the Debtor to FNB under certain
prepetition loans, secured by a lien on co-borrower Wolftone, LLC's
buildings; the house and equipment of the Debtor's principal, Keith
Roscoe; and the Debtor's inventory and accounts.
The Debtor proposed to make monthly adequate protection payments to
FNB for $1,500 beginning October 1, 2021, and said that FNB shall
be adequately protected by a continued security interest in the
property that was held prepetition.
A copy of the motion is available for free at
https://bit.ly/3zYeaGS from PacerMonitor.com.
About Roscoe Guitars, Inc.
Roscoe Guitars, Inc., established in 2003, is in the business of
manufacturing and selling guitars, with emphasis on bass guitars.
The company sought protection under Subchapter V of Chapter 11 of
the Bankruptcy Code (Bankr. M.D. N.C. Case No. 21-10520) on
September 27, 2021, listing $100,000 to $500,000 in assets and
$500,000 to $1,000,000 in liabilities. Keith B. Roscoe, its
president, signed the petition.
Judge Lena M. James is assigned to the case.
Ivey, McClellan, Siegmund, Brumbaugh & McDonough, LLP is tapped as
the Debtor's counsel.
The firm may be reached through:
Dirk W. Siegmund, Esq.
Ivey, McClellan, Siegmund, Brumbaugh & McDonough, LLP
100 S. Elm St, Ste. 500
Greensboro, NC 27401
Telephone: (336) 274-4658
Email: dws@iveymcclellan.com
ROTARY AUTO: Unsecured Creditors Will Get 5% Dividend
-----------------------------------------------------
Rotary Auto Sales, LLC, submitted a Plan of Reorganization for
Small Business under Chapter 11 dated Sept. 28, 2021.
The Debtor is a Limited Liability Company Debtor owning two real
properties, 1830 Lisbon Road and 1844 Lisbon Road. Both properties
jointly comprised Rotary Auto Sales, LLC a used car dealership and
repair shop located in Lewiston, Maine and operating since before
2011.
This Plan of Reorganization proposes to pay creditors of Rotary
Auto Sales, LLC from "Plan Cash." During the pendency of the Plan,
the Debtor shall make periodic payments to Auburn savings of $3,000
plus $580 escrow, representing reamortization of the $475,000 post
liquidation debt at 4.25% interest over 20 years and into a Chapter
11 Trust Account totaling $48,000 ("Plan Cash"), and such funds
shall be distributed to creditors in a total of five annual
distributions -- on each one year anniversary of the plan.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at 5 cents on the dollar. This Plan also provides for the payment
of administrative and priority claims.
The Plan will treat claims as follows:
* Class One Claim are held by Auburn Savings Bank. Claims are
unimpaired. They are secured by the real property at 1830 Lisborn
Road, 1844 Lisbon Road, accounts receivable and will be paid in
full with applicable interest. They will be paid in full from
mechanic operations income and the sale of 1844 Lisbon Road, as
well as any accounts receivable related to its Floorplan loan.
After saleof 1844 Lisbon Road, Auburn Savings Bank's remaining debt
of approximately $475,000 will be reamortized over 20 years at
4.25% Payments will be $3,000 per month plus $580 escrow.
* Class Two consists of the claim of the State of Maine Bureau
of Revenue Services which is owed $28921 in sales taxes. Paid in
full pro rata with Class Three by Month 48. Class Two is impaired.
* Class Three comprises the State of Maine Bureau of Motor
Vehicles, O'Reilly Auto Parts, Bangor Payroll and Republicash, both
owed funds for wages. This class is necessary for Debtor's
continued operation and will be paid in full by Month 30 at no less
than $500.00 per month. Class Three is impaired.
* Class Four is the unsecured deficiency claims of Next Gear
Capital, services of ADT Security and Airserve and business loans
of Diesel Fundings, Libertas, New Reach Financial, Pearl Capital
Funding, Pinnacle Business Funding, Vivian and Westlake Financial
services total approximately $116,000.00. Those creditors will be
paid a total lump sum of $4,000.00 by Month 24 and shall share pro
rata based on allowed filed claims. Class Four is impaired.
* Class Five comprises a $90,000.00 PPP loan. Debtor will
apply for forgiveness. It shall receive a $0.00 distribution. Class
Five is impaired.
* Class Six consists of equity interest holder in the Debtor.
There shall be no distributions with respect to such interests
continued operation of the business until the mortgage is
refinanced and Debtor has satisfied its obligations as to Classes
One through Three.
After liquidation of 1844 and the floor plan, Debtor's operations
will support the monthly payment to Auburn Savings, repay priority
and Class IV and a 5% dividend to general unsecured claims.
A full-text copy of the Plan of Reorganization dated September 28,
2021, is available at https://bit.ly/3D4PJtq from PacerMonitor.com
at no charge.
The Debtor is represented by:
J. Scott Logan, Esq.
Law Office of J. Scott Logan, LLC
75 Pearl Street
Portland, ME 04101
Tel: 207-699-1314
Email: scott@southernmainebankruptcy.com
About Rotary Auto Sales
Rotary Auto Sales, LLC, is a family-owned and operated used car
dealer in Lewiston, Maine. The company also provides automotive
repair and maintenance services.
Rotary Auto Sales filed its voluntary petition for Chapter 11
protection (Bankr. D. Maine Case No. 21-20188) on Aug. 31, 2021,
listing as much as $10 million in both assets and liabilities.
Judge Peter G. Cary presides oversees the case.
The Law Office of J. Scott Logan, LLC represents the Debtor as
legal counsel.
ROYAL BLUE REALTY: May Use $69,000 of Cash Collateral Thru Dec 10
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Royal Blue Realty Holdings, Inc. to continue using cash
collateral on an interim basis in accordance with the budget, with
a 10% variance.
Specifically, the Debtor is authorized to use cash collateral in
the amount of $95,381 through December 31, 2021. This amount
includes $40,801 in property tax payments reimbursed by Comm-U and
approximately $48,006 in other payments reimbursed by Comm-U.
Deutsche Bank National Trust Company (DB), as Trustee for American
Home Mortgage Asset Trust 2006-6 Mortgage-Backed Pass-Through
Certificates, Series 2006-6; or Deutsche Bank National Trust
Company as Trustee for American Home Mortgage Asset Trust 2007-1
Mortgage-Backed Pass-Through Certificates, Series 2007-1, may
assert an interest in the cash collateral.
The authorization granted to the Debtor to use Cash Collateral
under the Fifth Interim Order will terminate immediately upon the
earliest to occur of: (i) December 10, 2021; (ii) the entry of an
order dismissing the Case, (iii) the entry of an order converting
the Case to a case under Chapter 7; (iv) the entry of an order
appointing a trustee or an examiner with expanded powers with
respect to the Debtor's estate; (v) entry of an order reversing,
vacating, or otherwise amending, supplementing, or modifying the
Order, (vi) entry of an order granting relief from the automatic
stay to any creditor (other than DB) holding or asserting a lien in
the Prepetition Collateral, or (vii) the Debtor's breach or failure
to comply with any material term or provision of the Fifth Interim
Order after receipt of no less than five business days' notice to
cure DB has consented to the Debtor's use of the cash collateral.
DB and the Debtor, however, disagree whether the replacement liens
should attach to the unencumbered property. The parties,
therefore, reserve all rights relating thereto.
As adequate protection for the Debtor's use of cash collateral, DB
is granted valid, binding, enforceable, and automatically perfected
post-petition liens on all property, whether now owned or hereafter
acquired or existing and wherever located, of the Debtor and the
Debtor's estate. DB's replacement liens include avoidance actions
under Chapter 5 of the Bankruptcy Code.
As additional adequate protection, the Debtor will, among other
things, maintain all of its insurance policies in full force and
effect, and will make timely payments of all property taxes and
common charges relating to the prepetition collateral.
A final hearing on the matter is scheduled for December 9 at 10
a.m.
A copy of the stipulated order is available for free at
https://bit.ly/3mbJnS9 from PacerMonitor.com.
About Royal Blue Realty Holdings
Royal Blue Realty Holdings, Inc., holding business at 162-174
Christopher Street, New York, N.Y., is primarily engaged in renting
and leasing real estate properties. Royal Blue filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 21-10802) on April 26, 2021.
As of the Petition Date, the Debtor estimated between $1 million to
$10 million in assets, and between $10 million to $50 million in
liabilities. The petition was signed by Andrew Nichols, chief
restructuring officer.
Davidoff Hutcher & Citron LLP represents the Debtor as counsel.
Judge Hon. Lisa G. Beckerman oversees the case.
Elaine Shay was appointed as temporary receiver with respect to the
Debtor by order of the Supreme Court of New York on March 9, 2021.
SHURWEST LLC: Gets OK to Hire Wyche PA as Special Counsel
---------------------------------------------------------
Shurwest, LLC received approval from the U.S. Bankruptcy Court for
the District of Arizona to employ Wyche, PA as special counsel.
The Debtor needs the firm's legal assistance in connection with the
case styled USA v. Kohn, et al. (Case No. 6:19-cr-00239-BHH) filed
in the U.S. District Court for the District of South Carolina.
The firm's hourly rates are as follows:
Partners $650 per hour
Associates $400 per hour
Paraprofessionals $250 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
Jim May, Esq., a partner at Wyche, disclosed in a court filing that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Jim May, Esq.
Wyche, PA
200 East Camperdown Way
Greenville, SC 29601
Tel: 864-242-8200/803-771-2443
Fax: 803-254-6544
Email: jmay@wyche.com
About Shurwest LLC
Shurwest, LLC, a Scottsdale, Ariz.-based company that specializes
in fixed indexed annuities and life insurance, filed its voluntary
petition for Chapter 11 protection (Bankr. D. Ariz. Case No.
21-06723) on Aug. 31, 2021, listing as much as $10 million in both
assets and liabilities. Shurwest President James Maschek signed the
petition.
Judge Daniel P. Collins oversees the case.
Isaac D. Rothschild, Esq., at Mesch Clark Rothschild serves as the
Debtor's bankruptcy counsel and Wyche, PA as special counsel.
SOUTH MOON: Expects Revenue Increase from Video Gaming by Jan. 2022
-------------------------------------------------------------------
South Moon BBQ Incorporated submitted a Second Amended Disclosure
Statement relating to Amended Small Business Plan of Reorganization
dated September 28, 2021.
Since May of 2021, the Debtor has been at 100% full capacity indoor
dining. As expected, sales have increased. The Debtor expects
sales to continue to increase to between $60,000 - $80,000 per
month plus additional revenue from video gaming hopefully by no
later than January 2022.
The Small Business Administration grant applied for by the Debtor
was not approved due to the exhaustion of general funds available
for said grant.
The Debtor has resolved or withdrawn all claim objections except
that the Debtor has not reached an agreement as to treatment of the
Internal Revenue Service claim at this time.
The Plan sets forth 4 classes of Claims for treatment, along with
Administrative Expense. Payments on all classes of Claims will
commence on the effective date, which shall be Dec. 1, 2021.
The cash flow line item indicates sufficient funds to make the Plan
payments. The Debtor's projections show positive cash flow each
month between $15,000 and $20,000. Profit will further be expanded
between $6,000 to $8,000 per month from anticipated revenue from
video gaming. Notwithstanding any statement, the Debtor did not,
and has not, received revenue from the operation of video gaming
consoles to date, including but not limited to in August and
September 2021, and is not expected to receive any such revenue
before 2022.
The Debtor estimates that its attorneys will seek approval of
additional fees in the amount of $45,000, $15,000 of which to be
paid as of the effective date with the balance to be paid over the
next twelve months; and the Debtor estimates $250 to be the fee due
and payable quarterly to the United States Trustee.
The Debtor will remain in control of its operations and shall make
monthly payments as provided for in the Amended Plan. Dec. 1, 2021
is fixed as the effective date of the Plan.
Like in the prior iteration of the Plan, Class 4 general unsecured
creditors shall be paid in full over a 5 year term with interest at
the rate of 3% per annun.
A full-text copy of the Second Amended Disclosure Statement dated
September 28, 2021, is available at https://bit.ly/3D8ZEyd from
PacerMonitor.com at no charge.
Counsel for the Debtor:
James E. Stevens, Esq.
Barrick Switzer Long
Balsley & Van Evera, LLP
6833 Stalter Drive
Rockford, IL 61108
Telephone: 815-962-6611
E-mail: jstevens@bslbv.com
About South Moon BBQ Inc.
South Moon BBQ Incorporated sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Ill. Case No. 19-80759) on April
1, 2019. At the time of the filing, the Debtor was estimated to
have assets of less than $50,000 and liabilities of less than $1
million. The case is assigned to Judge Thomas M. Lynch. Barrick,
Switzer, Long, Balsley, & Van Evera LLP is the Debtor's counsel.
SOVOS BRANDS: S&P Affirms 'B' ICR, Alters Outlook to Stable
-----------------------------------------------------------
S&P Global Ratings assigned a 'B' issuer credit rating with a
stable outlook to U.S.-based branded food manufacturer Sovos Brands
Inc., affirmed the 'B' issuer credit rating on Sovos Brands
Intermediate Inc., and revised the outlook to stable from
negative.
S&P said, "We also affirmed the 'B' senior secured first-lien bank
debt with an unchanged recovery rating of '3', indicting our
expectations for meaningful recovery in the event of a payment
default, including an estimated recovery of 60%.
"The outlook is stable, reflecting our expectation for continued
EBITDA growth given the favorable growth of the company's Rao and
Birch Bender brands, which should lead to leverage declining below
5x over the next year.
U.S.-based branded food manufacturer Sovos Brands Inc. was listed
on the NASDAQ stock exchange after an initial public offering (IPO)
raised net proceeds of $254.8 million.
The stable outlook revision reflects lower pro forma leverage
following the IPO, but Sovos continues to be a financial
sponsor-controlled company. S&P said, "We estimate the debt
repayment from IPO proceeds totaling about $250 million results in
pro forma debt to EBITDA of about 5.6x compared with pro forma debt
to EBITDA of just over 8.5x for the 12 months ended June 30, 2021.
We expect the company to reduce leverage over the next year closer
to or below 4.5x given the favorable operating outlook for its
brands. These leverage expectations could support a higher rating
absent financial sponsor control. However, the company continues to
be controlled by its majority financial sponsor owner, Advent,
which owns more than 50% of the company. Therefore, we believe
leverage could increase back above 5x either because of possible
future acquisitions or shareholder returns as occurred earlier this
year with a $400 million debt-financed dividend that resulted in a
pro forma debt-to-EBITDA ratio of 8.5x."
Sovos' operating outlook remains favorable, underpinned by its
flagship Rao's pasta sauce brand. Operating performance through the
first half of fiscal 2021 significantly outperformed expectations
with year-over-year sales growth of more than 30% and EBITDA growth
closer to 45%. More than half of the company's sales growth during
this period was generated by Rao's, which continues to gain market
share at a more than 1.5 percentage point annual clip. This growth
has resulted in Rao's becoming the third-largest brand in the $1.5
billion U.S. pasta and pizza sauce category with a 12.5% market
share. Its growth outlook is further bolstered by still-low
household penetration rates that should further increase with
ongoing marketing spending, and by a still-underpenetrated
distribution footprint, which should further expand with increased
sales and promotional spending and a larger salesforce. The
company's other growing brands include Noosa yogurt, which grew
more than 5% year-over-year in the first half but may normalize in
the second half of 2021 as the company faces a more difficult
year-over-year comparison compared with last year's strong second
half retail sales. In addition, the recently acquired Birch Benders
is well positioned in the clean ingredient pancakes and waffles
niche of the frozen and shelf stable (mixes) breakfast category,
which will further support above-industry-average growth rates.
These faster-growing portfolio brands should continue to offset the
lower growth rates of its Michael Angelo's frozen dinner
offerings.
The company remains committed to growing through acquisitions.
Acquisitions remain an important piece of the company's growth
strategy. It plans to continue to pursue acquisitions that fit the
growth profile of the existing portfolio while demonstrating strong
brand recognition. Most recently, it acquired Birch Benders for
$151.4 million in fiscal 2020, which resulted in leverage
increasing by just over a turn to more than 5x. S&P continues to
believe that opportunistic acquisitions may result in debt to
EBTIDA periodically reverting back to more than 5x.
The stable outlook reflects the company's continued favorable
operating outlook, including S&P's expectation for 20%-plus annual
sales growth and 10%-plus annual EBITDA growth over the next year
despite higher input cost inflation. This should allow the company
to reduce leverage below 5x over the next 12 months.
S&P could upgrade the company if it sustains leverage below 5x.
This could occur if the company:
-- Publicly commits to sustaining leverage well below 5x while not
paying dividends;
-- Meets and/or modestly outperforms our base-case forecast; and
-- Does not pursue debt-financed acquisitions until cash balances
build to sufficiently high levels that it could fund opportunistic
acquisitions without the likelihood of leverage reverting to more
than 5x.
S&P could lower the ratings if leverage is sustained above 6.5x.
This could occur if:
-- The company does not continue to generate organic revenue
growth, possibly because of increased competition and promotional
activity in the categories in which it operates; or
-- It pursues a more-aggressive financial policy such as large
debt-funded dividends or acquisitions.
STPT PROPERTIES: Case Summary & 2 Unsecured Creditors
-----------------------------------------------------
Debtor: STPT Properties, LLC
716 Newman Springs Road
Suite 221
Lincroft, NJ 07738-1523
Business Description: STPT Properties is the fee simple owner of
four real properties located in New Jersey
having a total comparable sale value of
$1.20 million.
Chapter 11 Petition Date: October 1, 2021
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 21-17726
Debtor's Counsel: Eugene D. Roth, Esq.
LAW OFFICE OF EUGENE D. ROTH
2520 Highway 35, Suite 307
Manasquan, NJ 08736
Tel: 732-292-9288
Email: erothesq@gmail.com
Total Assets: $1,200,058
Total Liabilities: $498,942
The petition was signed by Samantha Pitt as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/22KEIHQ/STPT_Properties_LLC__njbke-21-17726__0001.0.pdf?mcid=tGE4TAMA
TALI CORP: Has Cash Collateral Access on Final Basis
----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized Tali Corp. d/b/a bkr to use cash collateral, on a final
basis, until the effective date of the Debtor's plan.
The Debtor will make adequate protection payments to City National
Bank for $4,000 per month, of which $2,000 will be credited to
interest, and the remaining $2,000 will be credited to principal.
The Debtor and City National Bank reserve the right to request that
the Court modify the amount of the adequate protection payments
based on the Debtor's operations.
The Debtor's secured creditors are granted, according to their
prepetition priority, replacement liens in the Debtor's
postpetition assets and the proceeds thereof, to the same extent,
validity, and priority as the liens held by the secured creditors
as of the Petition Date, to the extent that any cash collateral of
the respective secured creditor is actually used by the Debtor.
A copy of the order is available for free at https://bit.ly/3uuvPVJ
from PacerMonitor.com.
About Tali Corp.
Tali Corp. d/b/a bkr manufactures glass and glass products. Tali
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. N.D. Calif. Case No. 21-30254) on April 1, 2021. In the
petition signed by Adam Winter, chief operating officer, the Debtor
disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge Dennis Montali oversees the case.
Jeffrey I. Golden, Esq., is the Debtor's counsel.
TRANSCARE CORP: Lynn Tilton Still Must Pay $40 Million
------------------------------------------------------
Alex Wolf of Bloomberg Law reports that Lynn Tilton must pay $40
million to bankrupt ambulance company TransCare Corp.
Distressed-debt investor Lynn Tilton and her private equity firm
lost their bid to overturn a nearly $40 million bankruptcy court
judgment for foreclosing on the assets of an insolvent ambulance
company's assets for less than they were worth.
Tilton, who controlled ambulance service provider TransCare Corp.,
breached her fiduciary duty by causing private equity firm
Patriarch Partners Agency Services LLC to conduct the foreclosure
while TransCare was in dire financial straits, Judge Lewis A.
Kaplan of the U.S. District Court for the Southern District of New
York ruled Wednesday, September 29. 2021.
About TransCare Corp.
Patriarch Partners LLC's TransCare Corp. filed a Chapter 7 petition
(Bankr. S.D.N.Y. Case No. 16-10407) on Feb. 24, 2016, shutting down
operations in New York, Pennsylvania and Maryland. The Hon. Stuart
M. Bernstein is the case judge. The Chapter 7 trustee is Salvatore
LaMonica. The Trustee tapped his own firm, LaMonica Herbst &
Manisalco, LLP, as counsel in the case. Lucy L. Thomson is the
patient care ombudsman.
The Trustee can be reached at
Salvatore LaMonica, Esq.
Partner
LAMONICA HERBST & MANISCALCO, LLP
Tel: (516) 826-6500
Fax: (516) 826-0222
3305 Jerusalem Avenue, Suite 201
Wantagh, NY 11793
E-mail: sl@lhmlawfirm.com
TWIN PINES: Wins Cash Collateral Access Thru Sept. Dec 31
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Mexico has
authorized Twin Pines LLC, a New Mexico limited liability company,
to use cash collateral in accordance with the budget through
December 31, 2021.
The Debtor requires the use of cash collateral to continue the
operation of its business and pay administrative expenses of the
Estate.
First Alamogordo Bancorp of Nevada, Inc., d/b/a/ First National
Bank, hold, claim, or may claim a lien against cash collateral.
The Debtor may use cash collateral to pay:
a. actual and necessary post-petition business and
administrative expenses of the Debtor, in the amounts not to exceed
110% of each line-item amount described in the portion of the
Budget, except for Utilities.
b. each monthly utility bill in full each month, regardless of
the aggregate variation from the estimated amount for Utilities on
the Budget; and
c. other ordinary operating expenses and additional amounts
for budgeted expenses as First Alamogordo may, in its discretion,
approve in writing.
First Alamogordo is granted adequate protection for its interests
in Cash Collateral.
The Debtor will make monthly adequate protection payments to First
Alamogordo of $2,500 per month beginning the first business day of
October, November and December 2021, as long as the order is in
effect.
First Alamogordo will continue to have a security interest and lien
upon, and the Debtor's obligations to First Alamogordo will be
secured by all assets in which the bank had a lien or security
interest as of the Petition Date, in the same order of priority
that existed at that time, which will be subject to the same
defenses and avoidance powers (if any) as existed on the Petition
Date.
First National Bank is granted a lien against Post-Petition Cash
and against property of the same type as the Pre-Petition
Collateral acquired by the Debtor post-petition (including
after-acquired equipment) to the extent of any diminution in the
value of First Nation Bank's cash collateral during the Cash
Collateral Period.
In addition, the New Lien secured the amount of post-petition Net
Rents the Debtor has collected or collects from the Petition Date
until the end of the Cash Collateral Period in excess of the
aggregate amount of adequate protection payments the Debtor makes
to First National Bank during that period. The New Lien is deemed
valid and perfected, without any filing or recording under an
applicable law, to the same extent as First National Bank's liens
and security interests in the Pre-Petition Collateral were valid
and perfected at that time and will have the same priority as its
liens and security interest in the Pre-Petition Collateral of the
same type. The New Lien is retroactive to the Petition Date.
A copy of the order is available at from https://bit.ly/3mbLFk5
PacerMonitor.com.
About Twin Pines
Twin Pines LLC, a New Mexico limited liability company, provides
automotive repair and maintenance services. Twin Pines owns condos
valued at $523,618, and a commercial property valued at $741,908,
in Ruidoso, New Mexico.
Twin Pines LLC sought Chapter 11 protection (Bankr. D.N.M. Case No.
19-10295) on Feb. 12, 2019, in Albuquerque, N.M. At the time of
filing, the Debtor disclosed $1,361,978 in assets and $1,338,629 in
liabilities.
Judge Robert H. Jacobvitz oversees the case.
William F. Davis & Assoc., P.C. is the Debtor's legal counsel.
VITALITY HEALTH: $1.61MM DIP Loan, Cash Collateral Access OK'd
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, has authorized Vitality Health Plan of
California, Inc. to use cash collateral and obtain senior secured
postpetition financing in an aggregate maximum principal amount of
$1,600,000, including up to $780,000 on an interim basis, from
Commonwealth Care Alliance, Inc., a Massachusetts nonprofit
corporation.
The Debtor requires access to additional postpetition financing in
an amount necessary to fund (i) the Debtor's operations, (ii) the
administrative costs of the Chapter 11 Case, and (iii) the pursuit
of confirmation of a plan of reorganization sponsored by CCA.
The Debtor is directed to pay to the Initial DIP Lender these
payments: $100,000 not later than October 9, 2021, an additional
$100,000 not later than November 6, 2021, and an additional
$100,000 not later than November 27, 2021. The Initial DIP Lender
Payments will be applied to the Initial DIP Obligations pursuant to
the terms of the Initial DIP Documents.
The Court says all funds advanced pursuant to the terms of the
Interim DIP Order and any and all DIP Documents, as applicable,
will constitute an allowed claim entitled to superpriority status
in the Chapter 11 Case and any successor case under the Bankruptcy
Code initiated by or against the Debtor. The Superpriority Claims
will have the priority over any or all administrative expenses of
the kind specified in section 503(b) or 507(b) the Bankruptcy Code,
other than the Initial Superpriority Claims.
As security for all of the DIP Obligation, the Lender is granted:
a. a valid, binding, continuing, enforceable, fully perfected
first-priority senior security interest and lien upon all pre and
postpetition property of the Debtor or its estate;
b. a valid, binding, continuing, enforceable, fully perfected
junior-priority security interest and lien upon all of the DIP
Collateral to the extent that such DIP Collateral is subject to the
Initial DIP Liens and/or Other Existing Liens;
c. a valid, binding, continuing, enforceable, fully perfected
first-priority priming security interest and lien upon all of the
DIP Collateral, which priming DIP Lien will be (1) equal in
priority to the Initial DIP Liens and junior in priority to the
Other Existing Liens with respect to all DIP Collateral other than
the proceeds of the DIP Loans funded after the occurrence of an
Event of Default and (2) senior in priority to the Initial DIP
Liens and Other Existing Liens with respect to the DIP Priority
Collateral.
The DIP Liens are deemed duly perfected and recorded under all
applicable federal or state or other laws.
These events constitute an "Event of Default:"
a. the Debtor fails to pay any amounts owing to the DIP Lender
when due and payable, including the repayment of all Interim DIP
Draws and other DIP Obligations on or before the Termination Date;
b. the failure of any of the Chapter 11 Milestones to be
satisfied;
c. the Chapter 11 Case will be dismissed or any filing of a
motion by the Debtor or any other party-in-interest seeking entry
of such an order;
d. the Debtor files a motion in the Chapter 11 Case without
the express written consent of DIP Lender, to obtain additional
financing from a party other than the DIP Lender under Section
364(d) of the Bankruptcy Code that is pari passu or senior to the
DIP Financing, or to use cash collateral of the Lender pursuant to
section 363 of the Bankruptcy Code other than as permitted by the
DIP Orders;
e. the entry of an order staying, reversing, vacating or
otherwise modifying the DIP Orders without the consent of the DIP
Lender, or the filing by the Debtor of an application, motion or
other pleading seeking entry of such an order;
f. the failure or invalidity in any respect of the liens
granted to the DIP Lender pursuant to the DIP Orders or the failure
in any respect to maintain the priority thereof as specified
therein or in the DIP Orders;
g. noncompliance by the Debtor with any of the terms or
conditions of the DIP Orders or any of the other DIP Documents;
h. if any of the “Reorganized Conditions” set forth in
section 10.2.2 of the Plan cannot be met;
i. if the California Department of Managed Health Care
requests or requires a public hearing;
j. the Debtor files a Chapter 11 plan that is inconsistent
with the Plan or the Plan Term Sheet; or
k. the Debtor files any pleading or proceeding seeking relief
that could reasonably be expected to result in a material
impairment of the rights, interests or collateral of the DIP
Lender.
The Final Hearing to consider final approval of the DIP Financing
is scheduled for October 21, 2021 at 10 a.m.
A copy of the order and the Debtor's nine-week budget for the
period from October 2 to November 27, 2021 is available at
https://bit.ly/3miUbhv from PacerMonitor.com.
The Debtor projects $2,439,560 in total sources of cash and
$2,075,288 in total uses of cash.
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.
Commonwealth Care Alliance, Inc., as DIP Lender, is represented
by:
Darren Azman, Esq.
McDermott Will & Emery LLP
340 Madison Ave.
New York, NY 10173
Email: dazman@mwe.com
VITALITY HEALTH: Nov. 12 Plan Confirmation Hearing Set
------------------------------------------------------
Vitality Health Plan of California, Inc., a California corporation,
filed with the U.S. Bankruptcy Court for the Central District of
California a Disclosure Statement for its Second Amended Chapter 11
Plan of Reorganization, as Modified. On Sept. 30, 2021, Judge
Julia W. Brand approved the Disclosure Statement and ordered that:
* Nov. 12, 2021, at 10:00 a.m. is the hearing on confirmation
of the Plan.
* Oct. 7, 2021, is the last day for the Debtor to serve the
Cure Claim Notice upon all non-debtor parties to executor
contracts.
* Oct. 29, 2021, is the last day for receipt of written
acceptances or rejections of the Plan.
* Oct. 29, 2021, is the deadline for filing and serving
written objections to the confirmation of the Plan and to the
proposed cure claims.
* November 5, 2021 is the deadline for filing and serving any
reply to the written objections to the confirmation of the Plan and
objections to cure claims.
A full-text copy of the order dated September 30, 2021, is
available at https://bit.ly/3AbDI3C 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.
WA INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: WA, Inc.
720 Pete Rose Way
Suite 310
Cincinnati, OH 45202
Chapter 11 Petition Date: October 1, 2021
Court: United States Bankruptcy Court
Southern District of Ohio
Case No.: 21-12122
Judge: Hon. Jeffery P. Hopkins
Debtor's Counsel: Robert A. Goering, Esq.
GOERING & GOERING
220 West Third Street
Cincinnati, OH 45202
Tel: (513) 621-0912
Total Assets: $319,914
Total Liabilities: $1,276,529
The petition was signed by Henry Wilson 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/ZFKJCRQ/WA_Inc__ohsbke-21-12122__0001.0.pdf?mcid=tGE4TAMA
WASATCH RAILROAD: Wins Cash Collateral Access
---------------------------------------------
The U.S. Bankruptcy Court for the District of Wyoming has
authorized Wasatch Railroad Contractors to use cash collateral on
an interim basis in accordance with the budget, pending a final
hearing.
As previously reported by the Troubled Company Reporter, Gulf Coast
Bank and Trust Company has a security interest in the Debtor's
assets, including the Debtor's facility in Shoshoni, Wyoming; cash;
accounts; receivables; inventory; and proceeds from the Debtor's
operations.
As adequate protection, the Debtor proposed to provide Gulf Coast a
postpetition lien on all postpetition cash, accounts receivable,
inventory and income derived from the Debtor's assets and the
operation of its business, to the extent of decrease in value of
the creditor's interest.
The hearing scheduled for September 20, 2021 was vacated.
A copy of the order is available at https://bit.ly/3AZdbHS from
PacerMonitor.com.
About Wasatch Railroad Contractors
Wasatch Railroad Contractors, d/b/a Wasatch Railcar Repair
Contractors, specializes in railroad equipment restoration. The
company sought Chapter 11 protection (Bankr. D. Wyo. Case No.
21-20392) on September 14, 2021.
On the Petition Date, the Debtor listed $1,511,372 in total assets
and $3,337,129 in total liabilities. The petition was signed by
John E. Rimmasch as CEO.
Judge Cathleen D. Parker oversees the case.
Markus Williams Young & Hunsicker LLC is the Debtor's counsel.
WATTSTOCK LLC: May Use Cash Collateral on Final Basis
-----------------------------------------------------
Judge Stacey G. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas authorized WattStock LLC to use case
collateral on a final basis.
For the period between August 17, 2021 and the Final Hearing, the
Debtor is authorized to use Cash Collateral only as follows: (a)
$25,000 to Munsch Hardt Kopf & Harr, P.C. for postpetition
retainer; (b) $7,856 to Donald J. Brunswick for wages for the
period from Aug. 1 to Sept. 30, 2021); (c) $7,000 to the Subchapter
V Trustee for administrative reserve; and (d) $1,462 for debt
service to the SBA for two months. For any period of time
thereafter, the Debtor may seek leave from the Court for further
use of Cash Collateral.
Judge Jernigan further ruled that the Small Business Administration
has a security interest in substantially all assets of the Debtor,
securing an allowed claim for $150,000. The Court finds that the
SBA is adequately protected so long as the Debtor continues debt
service under the Loan Documents. The SBA shall have an
automatically valid and perfected first priority replacement lien
against all property of the Debtor and the Estate to the extent of
any diminution in the value of the Cash Collateral or any other
collateral.
The amounts designated for proposed Debtor's counsel and the
Subchapter V Trustee shall remain subject to applicable Court
permission and approvals. The Debtor, however, may transfer the
proposed amount for the Subchapter V Trustee to the Subchapter V
Trustee to be held pending further motion practice.
A copy of the final order is available for free at
https://bit.ly/3F85vFB from PacerMonitor.com.
About WattStock LLC
Dallas, Texas-based WattStock, LLC sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 21-31488)
on Aug. 17, 2021, listing as much as $10 million in both assets and
liabilities. Patrick Jenevein, manager of WattStock, signed the
petition. Judge Stacey G. Jernigan oversees the case. Davor
Rukavina, Esq., at Munsch Hardt Kopf and Harr, PC is the Debtor's
legal counsel.
WIRTA HOTELS: Wins Six-Month Access to Cash Collateral
-------------------------------------------------------
Judge Christopher M. Alston of the U.S. Bankruptcy Court for the
Western District of Washington authorized Wirta Hotels, LLC to use
cash collateral to fund the necessary and ordinary costs and
expenses of its business during the authorized period, pursuant to
the approved budget. The Authorized Period runs from the date of
entry of the current order through the date that is the earlier of
(a) six months after the date of the cash collateral order (or the
next business day if such day is a weekend or federal holiday), and
(b) the effective date of a confirmed Chapter 11 plan.
The Debtor is authorized to fund $32,000 per month into the
Professional Fund no later than the seventh calendar day of every
month, starting October 2021 and continuing for so long as the
order remains in effect. The Professional Fund consists of (a)
$25,000 allocated to Foster Garvey, the Debtor's counsel, (b)
$5,000 per month to Premier Capital Associates, LLC, the Debtor's
financial advisor, and (c) $2,000 per month to Geoffrey Groshong,
in his capacity as Subchapter V Trustee.
The Debtor will grant adequate protection liens to Wilmington
National Association, and will make adequate protection payments to
Wilmington, during the authorized period, for $10,000 per month.
Wilmington acts as Trustee for the Registered Holders of Well Fargo
Commercial Mortgage Trust 2016-C36, Commercial Mortgage
Pass-Through Certificates, Series 2016-C35.
The approved budget for the Debtor's Quality Inn & Suites provided
for the following total weekly expenses:
$28,450 for the week of September 22, 2021;
$95,010 for the week of October 1, 2021;
$11,310 for the week of October 8, 2021;
$92,430 for the week of October 15, 2021;
$19,410 for the week of October 22, 2021;
$84,340 for the week of November 1, 2021;
$9,240 for the week of November 8, 2021;
$55,160 for the week of November 15, 2021;
$17,340 for the week of November 22, 2021;
$81,940 for the week of December 1, 2021;
$7,690 for the week of December 8, 2021;
$52,660 for the week of December 15, 2021; and
$15,790 for the week of December 22, 2021.
A copy of the agreed order is available for free at
https://bit.ly/3oj2I6B from PacerMonitor.com.
Counsel for Wilmington Trust, National Association, as Trustee (on
behalf of the Registered Holders of Well Fargo Commercial Mortgage
Trust 2016-C36, Commercial Mortgage Pass-Through Certificates,
Series 2016-C35):
John S. Kaplan, Esq.
Perkins Coie LLP
1201 Third Avenue, Suite 4900
Seattle, WA 98101
Telephone: (206) 359-8000
Email: jkaplan@perkinscoie.com
About Wirta Hotels
Wirta Hotels, LLC owns and operates Quality Inn & Suites at Olympic
National Park, a hotel located at 134 River Road, Sequim, Wash.
Wirta Hotels filed a petition for Chapter 11 protection (Bankr.
W.D. Wash. Case No. 21-11556) on Aug. 13, 2021, listing $3,136,280
in assets and $5,193,377 in liabilities. Judge Christopher M.
Alston oversees the case.
Foster Garvey, PC and Premier Capital Associates, LLC serve as the
Debtor's legal counsel and financial consultant, respectively.
Geoffrey Groshong has been appointed as Subchapter V Trustee for
the Debtor.
ZEKELMAN INDUSTRIES: S&P Ups ICR to 'BB' on Strong Credit Metrics
-----------------------------------------------------------------
S&P Global Ratings raised ita rating on U.S.-based steel processor
Zekelman Industries Inc. to 'BB' from 'BB-'.
Concurrently, S&P raised its rating on the company's senior secured
term loan to 'BB+' from 'BB'. The '2' recovery rating is
unchanged.
S&P said, "The stable outlook reflects our expectation that the
company will continue to produce solid free operating cash flows to
support its organic growth strategy while maintaining leverage
below 1.5x over the next 18 months.
The upgrade reflects consistent multi-period improvements in
leverage through debt reduction and solid operating performances, a
trend we expect to continue. Zekelman has maintained adjusted
leverage below 2x over several quarters within the past 18 months.
June 2021 rolling-12-month S&P Global Ratings-adjusted leverage of
1.2x compares favorably to 2.6x and 1.6x in fiscal years 2019 and
2020, respectively. The improvement in credit metrics was driven by
a combination of debt reduction and margin improvements. The
company reduced its reported debt by about $400 million between
fiscal years 2018-2020. Over the same period, the company has
generated over $600 million in free operating cash flows (FOCF).
Given the elevated steel prices and customer demand, S&P anticipate
about $300 million in FOCF over the next two fiscal years (2021 and
2022). Despite elevated capital expenditures in 2021 and 2022 to
fund internal growth initiatives, it expects a net debt position of
about $930 million and $870 million in fiscal years 2021 and 2022,
respectively.
The company has seen significant margin expansions on higher steel
prices and elevated customer demand because of economic reopenings
in 2021. Though the average price of hot-rolled coil (HRC)
increased by 127% in 2021, the company's pass-through price
mechanism, value-added products and services, and customer-centric
operations have enabled it to shield and expand its margins in the
marketplace. Though we expect tons sold to decline by 5% in fiscal
2021, the 50%-70% jump in average selling prices more than
compensates for the decline, resulting in our expectation of EBITDA
in excess of $1 billion in fiscal 2021 and $600 million-$680
million in fiscal 2022 as steel prices decline to lower, albeit
still higher than normal, levels. This compares to EBITDA of $574
million in 2020.
S&P said, "We expect the company to continue investing in new
growth ventures and other business transformation initiatives as it
begins to rake in the rewards of previous projects. We expect $25
million-$40 million of incremental EBITDA annually over the next
12-24 months to accrue from maturing capital projects. One such
project is a 515,000-square-foot electric resistance welding mill,
which will be the largest in the world, and is on schedule to
commence production in October 2021. With this new mill, Zekelman
can domestically produce bigger hollow structural sections, which
until now were imported, thereby reducing lead times, costs and
increasing margins. We expect another capital initiative that will
improve cost efficiencies to be fully functional by the end of
fiscal 2022. Though the Z-modular business has yet to turn in
profits, we expect the company's remodeled market strategy to
transform the segment and break even by 2023.
"We believe the company has the financial flexibility to pursue
more internal growth initiatives identified given our significant
FOCF projections of over $300 million over the next 24 months.
Additionally, the recently upsized asset-based lending (ABL)
facility of $600 million will bolster company's liquidity sources
to finance seasonal hikes in working capital investments to meet
the strong demand for the company's products.
"Continuation of current financial policy will be key to
maintaining the current rating. We project S&P Global
Ratings-adjusted leverage of below 1.5x over the next 12 months.
This includes our base-case assumption of modest increase in
shareholder distribution relative to fiscal 2020, as the current
capital allocation policy is skewed toward business growth and
transformation initiatives. We believe the company's cash flow
metrics can absorb some form of debt-financed acquisitions with a
quick path to reduce leverage given its rapid deleveraging history
and healthy discretionary cash flow projections. However, our
expectation of rapid leverage reduction following a debt-financed
acquisition depends on the magnitude of the transaction, the rapid
crystallization of expected synergies and the commitment of
management to reduce leverage.
"The stable outlook reflects our view that the company will
generate sufficient free operating cash flows in a normalized
pricing environment to fund business expansion initiatives while
maintaining debt to EBITDA below 1.5x over the next 12 months.
"We could lower our rating if leverage trends above 3x in a
normalized pricing environment. We could also lower the rating if
the company undertakes a large debt-financed acquisition or
shareholder distributions without a clear path to rapidly reduce
leverage."
Although unlikely, S&P could raise the ratings on Zekelman in the
next 12 months if:
-- The company strengthens its business profile by significantly
increasing its scale and end-market diversity to reduce volatility
in earnings, while maintaining leverage below 3x; or
-- The company significantly reduces debt such that there is
enough cushion in leverage to absorb end-market and price
volatility and remain below 1.5x
[*] GAO Says Exec. Bonuses Prior to Ch.11 Filing Should be Curbed
-----------------------------------------------------------------
Jonathan Randles of The Wall Street Journal reports that the
Government Accountability Office said companies near bankruptcy
paid $165 million in retention bonuses in the 2020 fiscal year
outside of judicial oversight.
Businesses in financial distress paid out $165 million in executive
retention bonuses before filing bankruptcy in the last fiscal year,
according to a government watchdog report recommending that
Congress require court oversight of such awards.
The retention bonuses were paid to 223 executives from 42 companies
months or in some instances just days before the businesses they
led filed for chapter 11, the Government Accountability Office said
Thursday. Paying bonuses before a chapter 11 filing means those
awards generally avoid scrutiny from bankruptcy judges, who must
follow tough rules restricting executive awards paid once a
corporate chapter 11 case begins.
Some of the largest businesses to file for chapter 11 during the
Covid-19 pandemic doled out bonuses ahead of bankruptcy, saying
they would ensure that top decision makers would stick around
through the restructuring process despite the companies'
struggles.
Among them were department-store chain J.C. Penney Co., oil-and-gas
producers Whiting Petroleum Corp. and Chesapeake Energy Corp., and
rental-car provider Hertz Global Holdings Inc., all of which
emerged from bankruptcy under deals with creditors.
Hertz paid more than $16 million in retention bonuses to its senior
managers, including its new chief executive, days before it filed
for chapter 11 last 2020.
Dispensing bonuses shortly before a chapter 11 filing raises the
risk that executives are leveraging their influence to enhance
their compensation, the GAO report said. That feeds perceptions
that the bankruptcy system is unfair to lower-level employees who
are laid off during a chapter 11, according to the report.
Paying bonuses before seeking court protection gets around
restrictions that Congress added to the bankruptcy code in 2005
following public outrage over much larger bonuses paid to the
management of Enron Corp. and WorldCom Inc. when those companies
failed. Those measures have had "little substantive effect on
executive compensation," according to research by Jared Ellias, a
professor at the University of California, Hastings College of the
Law.
Mr. Ellias said Thursday, September 30, 2021, that the GAO's
investigation "shows that evasion of the 2005 reform is a real
problem, to the extent one cares about policing self-dealing by
management teams in chapter 11."
But only rarely do creditors raise formal objections to bonus
payments doled out before a bankruptcy or take legal action to try
to claw back the money, the Wall Street Journal found earlier this
2021.
The findings by the GAO, the investigative arm of Congress, add to
existing efforts in the House to restrict pre-bankruptcy bonuses.
Rep. Greg Steube (R., Fla.) introduced a bill in February 2021 to
ban the payment of executive bonuses ahead of a bankruptcy. The
Democrat-controlled House Judiciary Committee, meanwhile, has
signaled it would look into such payments as part of a larger
examination of the bankruptcy system.
Thursday's, September 30, 2021, report recommended that Congress
consider changing bankruptcy law to subject bonuses paid shortly
before bankruptcy to court oversight and to specify factors that
judges should weigh before granting approval.
Only a relatively small number of companies paid bonuses before
filing chapter 11. Of roughly 7,300 companies that filed chapter 11
during the 2020 fiscal year, only 42 paid executive retention
bonuses shortly before a bankruptcy filing, the report said. No
company sought permission to award executive bonuses during chapter
11, according to the GAO.
Lawyers, compensation advisers and academics who spoke with the GAO
gave mixed opinions on whether payment of prebankruptcy bonuses are
a problem and if so, how such awards should be addressed by
Congress, if at all.
[^] BOND PRICING: For the Week from Sept. 27 to Oct. 1, 2021
------------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
Ahern Rentals Inc AHEREN 7.375 26.821 5/15/2023
Ahern Rentals Inc AHEREN 7.375 30.198 5/15/2023
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Bally's Corp BALY 6.750 108.615 6/1/2027
Basic Energy Services Inc BASX 10.750 7.250 10/15/2023
Basic Energy Services Inc BASX 10.750 15.125 10/15/2023
Bath & Body Works Inc BBWI 5.625 108.245 10/15/2023
Buffalo Thunder
Development Authority BUFLO 11.000 50.000 12/9/2022
Carlson Travel Inc CARLTV 11.500 49.100 12/15/2026
Carlson Travel Inc CARLTV 11.500 34.500 12/15/2026
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Future Competitive
Holdings Co LLC TXU 0.933 0.072 1/30/2037
GNC Holdings Inc GNC 1.500 1.250 8/15/2020
GTT Communications Inc GTTN 7.875 10.278 12/31/2024
GTT Communications Inc GTTN 7.875 10.875 12/31/2024
Goodman Networks Inc GOODNT 8.000 40.000 5/11/2022
MAI Holdings Inc MAIHLD 9.500 16.792 6/1/2023
MAI Holdings Inc MAIHLD 9.500 16.792 6/1/2023
MAI Holdings Inc MAIHLD 9.500 16.792 6/1/2023
MBIA Insurance Corp MBI 11.386 11.500 1/15/2033
MBIA Insurance Corp MBI 11.386 30.125 1/15/2033
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 47.937 11/1/2023
Nine Energy Service Inc NINE 8.750 47.820 11/1/2023
Nine Energy Service Inc NINE 8.750 48.688 11/1/2023
OMX Timber Finance
Investments II LLC OMX 5.540 0.350 1/29/2020
PSEG Power LLC PEG 8.625 158.221 4/15/2031
Renco Metals Inc RENCO 11.500 24.875 7/1/2003
Revlon Consumer
Products Corp REV 6.250 43.906 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 1.091 5/16/2018
Sabra Health Care LP SBRA 4.800 109.003 6/1/2024
Sears Holdings Corp SHLD 6.625 0.909 10/15/2018
Sears Holdings Corp SHLD 6.625 1.397 10/15/2018
Sears Roebuck Acceptance SHLD 7.000 1.014 6/1/2032
Sears Roebuck Acceptance SHLD 6.500 1.129 12/1/2028
Sears Roebuck Acceptance SHLD 6.750 1.058 1/15/2028
Sears Roebuck Acceptance SHLD 7.500 1.125 10/15/2027
Sempra Texas Holdings TXU 5.550 13.500 11/15/2014
Talen Energy Supply LLC TLN 4.600 90.244 12/15/2021
Talen Energy Supply LLC TLN 9.500 77.628 7/15/2022
Talen Energy Supply LLC TLN 9.500 77.666 7/15/2022
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
Washington Prime Group LP WPG 6.450 39.500 8/15/2024
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2021. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***