/raid1/www/Hosts/bankrupt/TCR_Public/211201.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, December 1, 2021, Vol. 25, No. 334
Headlines
1933 ASSOCIATES: Case Summary & 7 Unsecured Creditors
ABRAXAS PETROLEUM: AGEF Waives Rights Under Purchase Warrant
ACASTI PHARMA: Posts $981K Net Income in Second Quarter
ACTION HOME: Taps Harris Law Practice as Bankruptcy Counsel
APPLIED ENERGETICS: Incurs $1.45 Million Net Loss in Third Quarter
ASP DREAM: Moody's Assigns First Time 'B3' Corporate Family Rating
ASTROTECH CORP: Starts Search for Strategic Acquisitions
AULT GLOBAL: Ault & Company Holds 9.55% of Class A Shares
AULT GLOBAL: Has 9.9% Equity Stake in Mullen Automotive
AVEANNA HEALTHCARE: Moody's Affirms B2 CFR & Rates Term Loan Caa1
AVEANNA HEALTHCARE: S&P Rates New Second-Lien Term Loan B 'CCC'
AVERY ASPHALT: Seeks to Employ SL Briggs as Financial Advisor
BALANCE POINT: Seeks to Employ Arrow Advisory Group as Accountant
BERGIO INTERNATIONAL: J. P. Carey Has 9.56% Stake as of Nov. 17
BLUE JAY: Seeks to Hire Pease & Associates as Accountant
BOY SCOUTS OF AMERICA: Judge Unsure of Letter as Fix for Email Row
BOY SCOUTS: Meneo Law Represents Direct Abuse Claimants
BRAZIL MINERALS: Incurs $821K Net Loss in Third Quarter
BW HOLDING: S&P Assigns 'B-' ICR on Acquisition by Genstar Capital
CLEANSPARK INC: Delays Filing of Annual Report
COSMOS HOLDINGS: Pays Entire Balance of May 2019 Note
DESAI HOLDINGS: Voluntary Chapter 11 Case Summary
DI-CHEM AND QUALITY: Taps Daniel Gonzalez as Special Counsel
DIOCESE OF CAMDEN: Tort Committee Balks at Valuation, Disclosures
DLR EXPRESS: Plan Not Proposed in Good Faith, Union Bank Says
DLT RESOLUTION: Incurs $175K Net Loss in Third Quarter
ELECTROTEK CORP: Court Confirms Second Amended Plan
ESCALON MEDICAL: Posts $317K Net Income in First Quarter
ESTIATORIO ENT: Case Summary & 17 Unsecured Creditors
FLOREK & MORGAN: Hearing Today on Cash Collateral Access
GRAN TIERRA: Unit Sells 137.1M PetroTal Shares for US$30.1 Million
GRUPO AEROMEXICO: Katten, Arnold Represent Invictus, 3 Others
GRUPO AEROMEXICO: OpCo Creditors Tout Better Exit Finance Deal
HAWAIIAN VINTAGE: Voluntary Chapter 11 Case Summary
HUMANIGEN INC: Execs Drop Participation in Stock Options Program
II-VI INC: Moody's Confirms Ba3 CFR & Rates New Secured Debt Ba2
INPIXON: Registers 21.3M Shares Under 2018 Stock Incentive Plan
JACKSON FINANCIAL: S&P Rates New Perpetual Preferred Shares 'BB+'
JAKKS PACIFIC: All 4 Proposals Passed at Annual Meeting
KADMON HOLDINGS: Files Form 15 With SEC
KOSMOS ENERGY: Cobas Asset Has 4.6% Equity Stake as of Nov. 18
KOSSOFF PLLC: Mitchell to Turn Over Docs to Bankruptcy Court
KURNCZ FARMS: Case Summary & 20 Largest Unsecured Creditors
L&L WINGS: Unsecureds to Get 50% and Pro Rata of BMI Reserve
LEGACY EDUCATION: Incurs $195K Net Loss in Third Quarter
LEGAL ADVOCACY: Seeks to Employ Haberbush LLP as Local Counsel
LEGAL ADVOCACY: Taps Randy Calvin as Bankruptcy Attorney
LTL MANAGEMENT: Talc Committee Hires Bailey & Glasser as Counsel
LTL MANAGEMENT: Transfer to NJ Cracks Door for Dismissal Bid
MALLINCKRODT PLC: Court Extends Ch. 11 Stay of Acthar Suits
MEGIDO SERVICE: Court Approves Disclosure Statement
MESOBLAST LTD: Enters Into Refinancing With Oaktree Capital
MESOBLAST LTD: Incurs US$22.65 Million Net Loss in First Quarter
MONUMENT ACADEMY: S&P Lowers 2014 Revenue Bonds Rating to 'BB'
MULLEN AUTOMOTIVE: Ault Global Has 9.9% Stake as of Nov. 17
NABORS INDUSTRIES: Receives $688.9M Proceeds From Notes Offering
NANO MAGIC: Incurs $758K Net Loss in Third Quarter
NATURE COAST: Taps The Hogan Law Firm as Special Board Counsel
NEONODE INC: Peter Lindell Reports 13.3% Equity Stake
NORTHERN OIL: Issues Additional $200M 8.125% Senior Notes Due 2028
NORTHWEST BIOTHERAPEUTICS: Posts $45.5 Million Net Income in Q3
OCEAN POWER: Registers 3.3M Common Shares
ONDAS HOLDINGS: Incurs $4.9 Million Net Loss in Third Quarter
PB 6, LLC: Plan is Neither Fair Nor Equitable, Fundrise Says
QUANTUM CORP: Senvest Management Reports 5.13% Equity Stake
QUOTIENT LTD: Registers 754K Common Shares Under Inducement Awards
REAL BRANDS: Incurs $305K Net Loss in Third Quarter
RED RIVER WASTE: Committee Taps Rock Creek as Financial Advisor
RED RIVER WASTE: Committee Taps Womble Bond Dickinson as Counsel
RIZZO & RESTUCCIA: Unsecured Creditors to Get $195K
SEMILEDS CORP: Reports Q4, Fiscal Year End 2021 Financial Results
SOUTHWESTERN ENERGY: Moody's Affirms 'Ba2' CFR, Outlook Stable
STATEWIDE AMBULETTE: Taps Law Office of Charles A. Higgs as Counsel
STEM HOLDINGS: Chief Operating Officer Resigns
TIANJIN JAHO: Taps Thomas Rinow of HomeSmart as Real Estate Broker
UNIVERSAL FUNDING: Seeks to Hire Robert Pohl as Bankruptcy Counsel
VIDEO RIVER: Posts $80K Net Income in Third Quarter
WB BRIDGE HOTEL: Unsecured Creditors to Get $500,000
WESTJET AIRLINES: Moody's Alters Outlook on B3 CFR to Positive
WILLCO XII: FirstBank Agrees to Cash Collateral Use Thru Jan 2022
*********
1933 ASSOCIATES: Case Summary & 7 Unsecured Creditors
-----------------------------------------------------
Debtor: 1933 Associates LP
15 Hopping Avenue
Staten Island, NY 10307
Business Description: 1933 Associates LP is primarily engaged in
renting and leasing real estate properties.
Chapter 11 Petition Date: November 30, 2021
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 21-42981
Judge: Hon. Jil Mazer-Marino
Debtor's Counsel: Bruce Weiner, Esq.
ROSENBERG MUSSO & WEINER, LLP
26 Court Street
Suite 2211
Brooklyn, NY 11242
Tel: 718-855-6840
Fax: 718-625-1966
Email: courts@nybankruptcy.net
Total Assets: $3,021,000
Total Liabilities: $1,547,467
The petition was signed by Corey M. Berman as limited/sole
partner.
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/JDBGUYY/1933_Associates_LP__nyebke-21-42981__0001.0.pdf?mcid=tGE4TAMA
ABRAXAS PETROLEUM: AGEF Waives Rights Under Purchase Warrant
------------------------------------------------------------
As previously reported in a Current Report on Form 8-K filed with
the Securities and Exchange Commission on June 26, 2020, on June
25, 2020, Abraxas Petroleum Corporation entered into a Waiver and
Second Amendment to Term Credit Loan Agreement and a Fee Letter
with Angelo Gordon Energy Servicer, LLC and certain lenders
thereto. In accordance with the terms of the 2L Agreement and the
Fee Letter and to induce Angelo Gordon and the lenders to enter
into those agreements, Abraxas issued a Warrant to Purchase Common
Stock, pursuant to which Abraxas granted warrants having an
exercise price of $0.01 in an amount equal to approximately 19.9%
of the fully diluted common equity of Abraxas to Angelo Gordon's
designee, AG Energy Funding, LLC on behalf of Series 17 and Series
20.
As previously reported in a Current Report on Form 8-K filed with
the SEC on Aug. 13, 2020, in accordance with the terms of the 2L
Agreement and the Fee Letter, Abraxas and AGEF entered into a
Registration Rights Agreement dated Aug. 11, 2020 and a Governance
Agreement dated Aug. 11, 2020, pursuant to which AGEF was given
certain governance rights and benefits in Abraxas. Section 3.01 of
the Governance Agreement provided for its termination upon the
earliest of: (1) AGEF or any of its Affiliates (as defined in the
Governance Agreement) ceasing to beneficially own greater than 5%
of the Common Stock outstanding; (2) the Exercise Period (as
defined in the Warrant) expiring without any Warrants having been
exercised; and (3) AGEF agreeing to the termination in writing.
Pursuant to a waiver letter dated Nov. 22, 2021 from AGEF to
Abraxas, AGEF waived, relinquished, and abandoned all of its
rights, title, and interest to the Warrant, any Common Stock
underlying the Warrant, and the Governance Agreement for no
consideration and thereby terminated the Governance Agreement
effective Nov. 22, 2021. In accordance with Section 11 of the
Registration Rights Agreement, the Registration Rights Agreement
was concurrently terminated on Nov. 22, 2021, because AGEF no
longer held any Registrable Securities (as defined in the
Registration Rights Agreement) upon the occurrence of the
Abandonment and Waiver.
A special committee of Abraxas' Board continues to negotiate with
Angelo Gordon regarding, among other things, a potential
debt-for-equity exchange, which may be out-of-court. If
consummated, the debt-for-equity exchange would likely result in
substantial dilution of Abraxas' stockholders or potentially the
cancellation of Abraxas other equity securities and may result in
the spinning off or disposition of certain assets. There is no
assurance that Abraxas and Angelo Gordon will reach an out-of-court
agreement.
Prior to the Abandonment and Waiver, as set forth in the Schedule
13D filed on May 14, 2021 by Angelo, Gordon & Co., L.P. and certain
Affiliates, the AG Reporting Group beneficially owned approximately
16.6% of Abraxas' Common Stock through the unexercised Warrants.
As set forth in the most recent Schedule 13D filed by the AG
Reporting Group on Nov. 22, 2021, following the Abandonment and
Waiver, the AG Reporting Group no longer beneficially owns any
shares of Abraxas' Common Stock.
About Abraxas
San Antonio, TX-based Abraxas Petroleum Corporation --
www.abraxaspetroleum.com -- is an independent energy company
primarily engaged in the acquisition, exploration, development and
production of oil and gas.
Abraxas reported a net loss of $184.52 million for the year ended
Dec. 31, 2020, compared to a net loss of $65 million for the year
ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $134.33
million in total assets, $245.46 million in total liabilities, and
a total stockholders' deficit of $111.13 million.
San Antonio, Texas-based ADKF, P.C., the Company's auditor since
2020, issued a "going concern" qualification in its report dated
May 6, 2021, citing that the Company has not satisfied certain
covenants under its first lien credit facility as of Dec. 31, 2020
which represents an event of default. Additionally, the company
does not anticipate maintaining compliance with all of its credit
facilities over the next twelve months. These matters raise
substantial doubt about the Company's ability to continue as a
"going concern."
ACASTI PHARMA: Posts $981K Net Income in Second Quarter
-------------------------------------------------------
Acasti Pharma Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing net income
and total comprehensive income of $981,000 for the three months
ended Sept. 30, 2021, compared to a net loss and total
comprehensive loss of $6.15 million for the three months ended
Sept. 30, 2020.
For the six months ended Sept. 30, 2021, the Company reported a net
loss and total comprehensive loss of $2.14 million compared to a
net loss and total comprehensive loss of $10.81 million for the six
months ended Sept. 30, 2020.
As of Sept. 30, 2021, the Company had $119.80 million in total
assets, $5.59 million in total liabilities, and $114.20 million in
total shareholders' equity.
As at Sept. 30, 2021, cash and cash equivalents totaled $36,929,000
a net increase of $25,377,000 compared to cash and cash equivalents
totaling $11,552,000 at Sept. 30, 2020.
During the three-months ended Sept. 30, 2021, and Sept. 30, 2020,
the Company's operating activities used cash of $6,104,000 and
$4,178,000 respectively and during the six-months periods ended
Sept. 30, 2021, and Sept. 30, 2020, its operating activities used
cash of $9,505,000 and $8,345,000 respectively.
During the three-months ended Sept. 30, 2021, the Company's
investing activities generated cash of $2,837,000 compared to cash
used of $33,000 for the three-months ended Sept. 30, 2020. The
increase cash generated is a function in the increase in short term
investments.
During the six-months ended Sept. 30, 2021, the Company's investing
activities used cash of $4,090,000 compared to cash used of $69,000
for the six-months ended Sept. 30, 2020. The decrease in cash
generated is a function of the amounts of cash invested in short
term investments.
During the three-months ended Sept. 30, 2021, the Company's
financing activities provided cash totaling nil, compared to cash
generated of $3,431,000 during the three months ended Sept. 30,
2020, due to proceeds from the sale of shares under the ATM
program.
As of Sept. 30, 2021, Acasti had $50.8 million of cash, cash
equivalents and short-term investments. The Company believes these
funding resources provide at least two years of operating runway,
based on management's current projections.
Management Commentary
"During the second quarter, we successfully completed a
transformational merger with Grace Therapeutics, bringing to Acasti
a range of new and exciting opportunities in sizable markets with
substantial unmet medical needs. We have created an exciting
specialty pharma company with a diverse portfolio of drug
candidates focused on rare diseases," commented, Jan D'Alvise,
chief executive officer of Acasti Pharma. "In the short time since
completing the merger, we have made good progress regarding our
clinical pipeline and business operations. We swiftly integrated
the Grace team with Acasti, allowing the Company to immediately
focus on advancing its clinical pipeline. Towards this end, we
have commenced subject enrollment for a pivotal PK bridging study
for GTX-104, which will assess its relative bioavailability
compared to currently marketed oral nimodipine capsules. Based on
encouraging results from an earlier safety and dose-escalation
crossover study conducted by Grace, we believe that GTX-104 has the
potential to provide improved bioavailability and lower
intra-subject variability compared to oral capsules. This could
result in better management of hypotension in patients with SAH,
and potentially lead to better outcomes. We continue to anticipate
reporting the results of this study during the first half of
calendar 2022. If the PK study and the end of Phase 2 meeting with
the FDA go as planned, we would plan to commence a Phase 3 safety
study of GTX-104 in the second half of calendar 2022.
"I'm also pleased to report we have strengthened our patent
portfolio with four composition of matter patents granted for
GTX-101 and GTX-102. The European Patent Office, Chinese Patent
Office and the Mexican Patent Office have issued composition of
matter patents for GTX-101, our novel bio-adhesive film forming
topical spray formulation of bupivacaine being developed for the
treatment of Postherpetic Neuralgia (PHN). Additionally, the
Japanese Patent Office has granted a composition of matter patent
for GTX-102, our novel, easy-to-use oral mucosal spray formulation
of betamethasone, intended to improve neurological symptoms of
Ataxia-Telangiectasia (A-T), a pediatric genetic disorder for which
no treatment currently exists. These patents provide protection in
important international markets beyond 2036 and are valuable
additions to our intellectual property portfolio. We are very
pleased to have been granted these patents and have already made
meaningful progress advancing our pipeline within the short
timeframe following the closing of the merger. We remain highly
encouraged by the potential of our pipeline of assets and look
forward achieving meaningful milestones in the months ahead,"
concluded Ms. D'Alvise.
Senior Management and Board Committee Changes
George Kottayil has been named chief operating officer, U.S.
alongside Pierre Lemieux, who continues as chief operating officer,
Canada and chief scientific officer of Acasti. Mr. Kottayil was a
co-founder and previously served as chief executive officer of
Grace (which was renamed Acasti Pharma U.S. Inc. after the merger),
prior to its acquisition by Acasti in August 2021.
On Aug. 26, 2021, shareholders elected Dr. Roderick N. Carter, Jean
Marie (John) Canan, Jan D'Alvise, William A. Haseltine, Vimal
Kavuru, and Donald Olds to Acasti's Board of Directors. Dr. Carter
will continue to serve as Chairman of the Board and as a member of
the Audit and Governance & Human Resources Committees. Mr. Canan
will continue to serve as Chair of the Audit Committee, and Mr.
Olds will continue to serve as Chair of the Governance & Human
Resources Committee, and as a member of the Audit Committee. Mr.
Kavuru has replaced Mr. Canan as a member of the Governance & Human
Resources Committee of the Board.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1444192/000117184321007766/acst20210930_10q.htm
About Acasti Pharma
Acasti -- http://www.acastipharma.com-- is a late-stage specialty
pharma company with drug delivery capability and technologies
addressing rare and orphan diseases. Acasti's novel drug delivery
technologies have the potential to improve the performance of
currently marketed drugs by achieving faster onset of action,
enhanced efficacy, reduced side effects, and more convenient drug
delivery -- all which could help to increase treatment compliance
and improve patient outcomes.
Acasti reported net loss and comprehensive loss of $19.68 million
for the year ended March 31, 2021, compared to a net loss and
comprehensive loss of $25.51 million for the year ended March 31,
2020. As of June 30, 2021, the Company had $60.45 million in total
assets, $6.99 million in total liabilities, and $53.46 million in
total shareholders' equity.
ACTION HOME: Taps Harris Law Practice as Bankruptcy Counsel
-----------------------------------------------------------
Action Home Appliance Liquidation Center Nevada Inc. seeks approval
from the U.S. Bankruptcy Court for the District of Nevada to hire
Harris Law Practice, LLC to serve as legal counsel in its Chapter
11 case.
The firm's services include:
(a) examining and preparing the records and reports as
required by the Bankruptcy Code, Federal Rules of Bankruptcy
Procedure, and Local Bankruptcy Rules;
(b) preparing applications and proposed orders to be submitted
to the court;
(c) identifying and prosecuting claims and causes of action
asserted by the Debtor on behalf of the estate;
(d) examining proofs of claim anticipated to be filed and the
possible prosecution of objections to certain of such claims;
(e) advising the Debtor and preparing documents in connection
with the contemplated ongoing operation of the Debtor's business,
if any;
(f) advising and preparing a plan of reorganization and
related documents; and
(g) assisting the Debtor in performing other official
functions.
The firm's hourly rates are as follows:
Stephen R. Harris, Esq. $550 per hour
Paraprofessional $150 - $300 per hour
The Debtor paid $15,000 to the firm as a retainer fee.
Mr. Harris, the firm's attorney who will be providing the services,
disclosed in a court filing that he is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Stephen R. Harris, Esq.
Harris Law Practice, LLC
6151 Lakeside Drive, Suite 2100
Reno, NV 89511
Tel: (775) 786-7600
Email: steve@harrislawreno.com
About Action Home
Action Home Appliance Liquidation Center Nevada Inc. filed a
petition for Chapter 11 protection (Bankr. D. Nev. Case No.
21-50754) on Oct. 27, 2021, listing up to $10 million in both
assets and liabilities. Jerry Greiner, president, signed the
petition.
The Debtor tapped Harris Law Practice, LLC as legal counsel.
APPLIED ENERGETICS: Incurs $1.45 Million Net Loss in Third Quarter
------------------------------------------------------------------
Applied Energetics, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $1.45 million on zero revenue for the three months ended Sept.
30, 2021, compared to a net loss of $1.50 million on $165,920 of
revenue for the three months ended Sept. 30, 2020.
For the nine months ended Sept. 30, 2021, the Company reported a
net loss of $3.76 million on zero revenue compared to a net loss of
$4.14 million on $175,920 of revenue for the same period a year
ago.
As of Sept. 30, 2021, the Company had $6.63 million in total
assets, $2.39 million in total liabilities, and $4.24 million in
total stockholders' equity.
At Sept. 30, 2021, the company had total current assets of
$5,207,448 and total current liabilities of a $1,358,280 resulting
in working capital of approximately $3,849,168. At Sept. 30, 2021,
the Company had $5,142,332 of cash and cash equivalents, an
increase of $1,819,042 from $3,323,290 at Dec. 31, 2020.
During the first nine months of 2021, the net cash outflow from
operating activities was $2,279,649. This amount was comprised
primarily of the Company's net loss of $3,763,607, offset by
noncash stock-based compensation expense of $848,277 and
amortization of future compensation payable of $625,000. However,
compared with the nine months ended Sept. 30, 2020, the Company
experienced a decrease in noncash stock based compensation expense
of $289,967 and in accounts payable of $122,555. Amortization of
future compensation payable of $625,000 was consistent over both
periods. Accrued interest also decreased from $231,152 in the nine
months ended
Sept. 30, 2020 to $696 for the nine months ended Sept. 30, 2021.
Investing activities reflected $206,198 for the acquisition of
equipment.
Applied Genetics said, "The company's existence is dependent upon
management's ability to develop profitable operations. Management
is devoting substantially all of its efforts to developing its
business and raising capital, as needed, and cannot be certain that
these efforts will be successful. Management's business
development efforts may not result in profitable operations. To
fund its research and development and marketing efforts, the
company's management continues to explore possible financing
opportunities through discussions with investment bankers and
private investors. The company may not be successful in its effort
to secure additional financing on terms it considers favorable.
The accompanying consolidated financial statements do not include
any adjustments that might result should the company be unable to
continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/879911/000121390021059174/f10q0921_appliedener.htm
About Applied Energetics
Headquartered in Tucson, Arizona, Applied Energetics, Inc. --
www.aergs.com -- specializes in the development and manufacture of
advanced high-performance lasers, high voltage electronics,
advanced optical systems, and integrated guided energy systems for
prospective defense, aerospace, industrial, and scientific
customers worldwide.
Applied Energetics reported a net loss of $3.23 million for the
year ended Dec. 31, 2020, compared to a net loss of $5.56 million
for the year ended Dec. 31, 2019. As of June 30, 2021, the Company
had $4.83 million in total assets, $2.57 million in total
liabilities, and $2.26 million in total stockholders' equity.
Henderson, Nevada-based RBSM LLP, the Company's auditor since 2016,
issued a "going concern" qualification in its report dated
April 12, 2021, citing that the company has suffered recurring
losses from operations, will require additional capital to fund its
current operating plan, and has stated that substantial doubt
exists about the company's ability to continue as a going concern.
ASP DREAM: Moody's Assigns First Time 'B3' Corporate Family Rating
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Moody's Investors Service assigned first time ratings to ASP Dream
Acquisition Co LLC ("FullBloom"), including a B3 Corporate Family
Rating, a B3-PD Probability of Default Rating, and B2 ratings on
the company's proposed first lien senior secured bank credit
facility, consisting of a revolving credit facility and a term
loan. The ratings outlook is stable.
The net proceeds from the $385 million first lien term loan, a $100
million second lien term loan (unrated), along with cash equity
from new sponsor American Securities, will be used to fund the
buyout of FullBloom, including the repayment of all its existing
debt, distributing a dividend to outgoing shareholders and covering
transaction fees. A new $75 million 5-year revolving facility, also
to be issued, will be undrawn at close.
The following ratings/assessments are affected by the action:
New Assignments:
Issuer: ASP Dream Acquisition Co LLC
Corporate Family Rating, Assigned B3
Probability of Default Rating, Assigned B3-PD
Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3)
Senior Secured 1st Lien Revolving Credit Facility, Assigned B2
(LGD3)
Outlook Actions:
Issuer: ASP Dream Acquisition Co LLC
Outlook, Assigned Stable
RATINGS RATIONALE
The B3 CFR broadly reflects FullBloom's high initial leverage,
modest scale, limited history at the current revenue level, limited
free cash flow and acquisition event risk. Moreover, the company is
exposed to cost increases on fixed price contracts, which are only
priced annually. FullBloom also must attract and maintain a skilled
work force including teachers that provide services to special
needs children and underperforming students. These risks are offset
to some degree by Moody's expectation of high single-digit
percentage revenue growth and moderate free cash flow generation
through 2023, primarily driven by steady federal funding of
targeted programs. Key revenue sources include increasing Title
I-IV and Individuals with Disabilities Education Act (IDEA) funding
and a temporary funding boost from Emergency Assistance to
Non-Public Schools (EANS) to address coronavirus-related learning
loss. Debt-to-EBITDA, pro forma for the LBO transaction, is
estimated at 7.3x for the year ended July 31, 2021 but is expected
to decline to below 6.5x over the next 12-18 months. Free cash
flow-to-debt was very limited in recent years but expected to
improve to 3-5% of debt over the next year, driven by expectations
for continued growth in EBITDA and the company's high customer
renewal rates, which lead to a highly recurring revenue base.
Though the market is highly fragmented, FullBloom is a leading
player in the sub-segments of the K-12 academic intervention,
special education and behavioral health services markets. The
company has strong market positions for its academic intervention
business with non-public schools and its outsourced In-district
Classrooms business. That said, other segments of FullBloom's
business are more competitive and the company is competing with
many regional and local players as well as non-profit
organizations.
Moody's expects FullBloom to maintain adequate liquidity over the
next 12 months, supported by expected free cash flow generation, a
$10 million cash balance at the transaction close and access to a
$75 million undrawn committed revolving credit facility. The
revolving credit facility is expected to contain a springing
first-lien leverage maintenance covenant which is tested quarterly
when the facility is utilized for more than 40% of the total
commitment.
Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. Although an economic recovery is underway, it is
tenuous, and its continuation will be closely tied to containment
of the virus. As a result, there is uncertainty around Moody's
forecasts.
Social risks also exist because the business is focused on K-12
instructional intervention and special education services where
reputation and government funding are vital to sustaining the
business. The company must continually strive to safeguard the
health and well-being of the students in its programs. Customer
relations are vital because adverse publicity could meaningfully
and negatively affected enrollment, revenue and cash flow.
Moody's views FullBloom's governance risk as high due to its
private equity ownership by American Securities. Given this,
Moody's expects an aggressive financial and acquisition strategy
that favor shareholders and is likely to sustain high leverage and
debt usage.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable ratings outlook is based on Moody's expectation that
over the next 12-18 months, FullBloom will grow revenue in the high
single-digit percentage range, generate positive free cash flow,
and reduce debt-to-EBITDA to a 6.5x range.
The ratings could be upgraded if the company delivers sustained
organic revenue and earnings growth, with Moody's adjusted
debt-to-EBITDA maintained below 6.0x. Solid and consistent free
cash generation resulting in free cash flow as a percentage of debt
sustained above 5% is also necessary for an upgrade.
The ratings could be downgraded if the company's operating
performance weakens through contract losses, damage to its
reputation, or an inability to mitigate cost increases. A more
aggressive financial policy that would cause a delay in anticipated
deleveraging, EBITA-to-interest expense less than 1.0x, weak free
cash flow, or a deterioration in liquidity could also lead to a
downgrade.
As proposed, the new credit facilities are expected to provide
covenant flexibility that if utilized could negatively impact
creditors. Notable terms: 1) Incremental first lien debt capacity
in an aggregate amount up to the greater of pro forma adjusted
EBITDA for the LTM ending August 31, 2021 and 100% of trailing four
quarters consolidated EBITDA, plus unlimited amounts subject to a
5.24x first lien net leverage ratio (if pari passu secured).
Amounts up to 50% of pro forma adjusted EBITDA for the LTM ending
August 31, 2021 may be incurred with an earlier maturity than the
initial term loans. 2) Only wholly owned subsidiaries must provide
guarantees; partial dividends or transfers of ownership interest
resulting in partial ownership of subsidiary guarantors could
jeopardize guarantees, subject to protective provisions which only
permit guarantee releases if such transfers are made to an
unaffiliated third party for fair market value and for a bona fide
business purpose. 3) The credit agreement permits the transfer of
assets to unrestricted subsidiaries, up to the carve-out
capacities, subject to "blocker" provisions which prohibit: (x)
unrestricted subsidiaries from owning material intellectual
property; (y) the grant of an exclusive license of any intellectual
property that is material to the business of the company to any
unrestricted subsidiary, subject to certain exceptions. 4) The
credit agreement provides some limitations on up-tiering
transactions, including the requirement that each directly and
adversely affected lender must consent to any amendments which
subordinate (x) the obligations in right of payment; and/or (y) the
liens securing the obligations on a material portion of the
collateral, taken as a whole, to any other indebtedness.
The proposed terms and the final terms of the credit agreement may
be materially different.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Based in Philadelphia, Pennsylvania, FullBloom is a national
provider of education and behavioral health services for children
with special needs and students struggling academically in school.
After the proposed transaction, the company will be owned by
American Securities. Pro forma for a recent acquisition in the
special education segment, the company generated approximately $460
million of revenue for the fiscal year ending July 31, 2021.
ASTROTECH CORP: Starts Search for Strategic Acquisitions
--------------------------------------------------------
Astrotech Corporation said it intends to actively pursue strategic
and accretive acquisition opportunities. Tom Wilkson, as lead
independent director, will focus on identifying strategic
acquisitions for Astrotech Corporation and its subsidiaries.
Mr. Wilkinson has been a board member of Astrotech since 2018. He
has extensive experience in M&A, strategy, and leading public
companies, most recently as chief executive officer of Xplore
Technologies, Sonim Technologies, and Cipherloc Corporation, where
he continues to serve as Chairman of the Board. Thomas B. Pickens
III, chairman and CEO of Astrotech Corporation, was chairman of the
Board for Xplore Technologies, and worked with Mr. Wilkinson as CEO
to successfully sell the business to Zebra Technologies in 2018.
Ideal acquisition candidates for Astrotech will complement or
improve the company's core technology, accelerate revenue growth,
or reduce time to market, while being accretive to earnings and
therefore shareholder value. Through this effort, the Company
expects to enhance the deployment of its core technology in
multiple use cases, including in medical equipment, industrial
instrumentation, security, and safety. The Company expects the
application of its technology to be complementary to the
performance of its target acquisitions.
"We are finding many attractive opportunities and we are delighted
to appoint Mr. Wilkinson to this new role within the board of
directors of Astrotech," stated Mr. Pickens. "Having been a board
member since 2018, Mr. Wilkinson understands our business well and
his professional background is ideal for this role."
About Astrotech
Astrotech (NASDAQ: ASTC) -- http://www.astrotechcorp.com-- is a
science and technology development and commercialization company
that launches, manages, and builds scalable companies based on
innovative technology in order to maximize shareholder value. 1st
Detect develops, manufactures, and sells trace detectors for use in
the security and detection market. AgLAB is developing chemical
analyzers for use in the agriculture market. BreathTech is
developing a breath analysis tool to provide early detection of
lung diseases. Astrotech is headquartered in Austin, Texas.
Astrotech reported a net loss of $7.60 million for the year ended
June 30, 2021, compared to a net loss of $8.31 million for the year
ended June 30, 2020. As of Sept. 30, 2021, the Company had $61.60
million in total assets, $2.11 million in total liabilities, and
$59.49 million in total stockholders' equity.
AULT GLOBAL: Ault & Company Holds 9.55% of Class A Shares
---------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, these entities and individuals reported beneficial
ownership of shares of Class A common stock of Ault Global
Holdings, Inc. as of Nov. 23, 2021:
Shares Percent
Beneficially of
Reporting Person Owned Class
---------------- ------------ -------
Ault & Comopany, Inc. 7,916,882 9.55%
Milton C. Ault, III 8,197,341 9.87%
William B. Horne 269,972 Less Than 1%
Henry C.W. Nisser 272,916 Less Than 1%
Kenneth S. Cragun 109,375 Less Than 1%
Ault Alpha LP 5,250,000 6.41%
Ault Alpha GP LLC 5,250,000 6.41%
Ault Capital Management LLC 5,250,000 6.41%
Philou Ventures, LLC 7,872 Less Than 1%
The aggregate percentage of shares reported owned by each reporting
person is based upon 81,924,987 shares outstanding, which is the
total number of shares outstanding as of Nov. 18, 2021, as reported
by the issuer on its Quarterly Report on Form 10-Q filed with the
SEC on Nov. 19, 2021.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/0000896493/000121465921012223/s1123210sc13da1.htm
About Ault Global Holdings
Ault Global Holdings, Inc. (fka DPW Holdings, Inc.) is a
diversified holding company pursuing growth by acquiring
undervalued businesses and disruptive technologies with a global
impact. Through its wholly and majority-owned subsidiaries and
strategic investments, the Company provides mission-critical
products that support a diverse range of industries, including
defense or aerospace, industrial, telecommunications, medical, and
textiles. In addition, the Company extends credit to select
entrepreneurial businesses through a licensed lending subsidiary.
Ault Global reported a net loss of $32.73 million for the year
ended Dec. 31, 2020, compared to a net loss of $32.94 million for
the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company
had $225.72 million in total assets, $24.74 million in total
liabilities, and $200.98 million in total stockholders' equity.
AULT GLOBAL: Has 9.9% Equity Stake in Mullen Automotive
-------------------------------------------------------
Ault Global Holdings, Inc. disclosed in a Schedule 13G filed with
the Securities and Exchange Commission that as of Nov. 17, 2021, it
beneficially owns 2,571,919 shares of common stock of Mullen
Automotive Inc., which represents 9.90 percent of the shares
outstanding.
The percentage is based upon 23,407,067 shares of common stock
issued and outstanding on Nov. 15, 2021 as provided by the issuer
and assumes conversion of shares of Series C preferred stock and
exercise of the warrants by the reporting person up to the
beneficial ownership limitation. This calculation does not include
the exercise or conversion of other outstanding securities of
Mullen Automotive owned by other security holders.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/896493/000121465921011940/p1117210sc13g.htm
About Ault Global Holdings
Ault Global Holdings, Inc. (fka DPW Holdings, Inc.) is a
diversified holding company pursuing growth by acquiring
undervalued businesses and disruptive technologies with a global
impact. Through its wholly and majority-owned subsidiaries and
strategic investments, the Company provides mission-critical
products that support a diverse range of industries, including
defense or aerospace, industrial, telecommunications, medical, and
textiles. In addition, the Company extends credit to select
entrepreneurial businesses through a licensed lending subsidiary.
Ault Global reported a net loss of $32.73 million for the year
ended Dec. 31, 2020, compared to a net loss of $32.94 million for
the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company
had $225.72 million in total assets, $24.74 million in total
liabilities, and $200.98 million in total stockholders' equity.
AVEANNA HEALTHCARE: Moody's Affirms B2 CFR & Rates Term Loan Caa1
-----------------------------------------------------------------
Moody's Investors Service affirmed Aveanna Healthcare LLC's B2
Corporate Family Rating, and B2-PD Probability of Default Rating.
At the same time, Moody's assigned a Caa1 rating to Aveanna's
proposed second lien term loan, and affirmed the B2 rating on the
first lien senior secured credit facility. There is no change to
the Speculative Grade Liquidity Rating at SGL-2, signifying good
liquidity. The outlook remains stable.
The rating affirmation follows Aveanna's announcement of
acquisition of Comfort Care Home Health LLC ("Comfort Care"),
regional provider of Medicare home health and hospice services in
Alabama and Tennessee, and Accredited Home Care ("Accredited"),
provider of private duty services in Southern California, for
approximately $580 million, including related fees and expenses.
The acquisitions are to be financed with a proposed $415 million
second-lien term loan, $120 million drawn under the new $150
million securitization facility (unrated) and balance sheet cash.
The affirmation of B2 CFR reflects Moody's view that although
Aveanna's pro forma debt-to-EBITDA financial leverage will increase
materially to 6.4x (up from 4.9x), the acquisitions are
strategically sensible but will position the company weakly in the
rating category until it can de-leverage. The two targets will
expand Aveanna's presence in home health, hospice and non-medical
care, and will aid in further diversifying its business away from
pediatric private-duty nursing. Additionally, Moody's expects
favorable industry tailwinds will support mid-single digit organic
revenue growth and deleveraging toward 5.5x, over the next 12-18
months.
The first lien facility remains rated B2, same as the B2 Corporate
Family Rating, despite the benefit of a layer of loss absorption
provided by the proposed $415 million second lien term loan due
2029, rated Caa1. This is due to Moody's expectation that
management is likely to prepay at least a portion of the second
lien debt over the next 12-18 months, thereby reducing the benefit
of loss absorption of the second-lien term loan.
The following actions were taken:
Assignments:
Issuer: Aveanna Healthcare LLC
Senior Secured 2nd Lien Term Loan, Assigned Caa1 (LGD6)
Affirmations:
Issuer: Aveanna Healthcare LLC
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Senior Secured 1st Lien Revolving Credit Facility, Affirmed B2
(LGD3)
Senior Secured 1st Lien Delayed Draw Term Loan, Affirmed B2
(LGD3)
Senior Secured 1st Lien Term Loan, Affirmed B2 (LGD3)
Outlook Actions:
Issuer: Aveanna Healthcare LLC
Outlook, Remains Stable
RATINGS RATIONALE
Aveanna's B2 Corporate Family Rating broadly reflects the company's
high pro forma financial leverage of 6.4 times (with Moody's
standard adjustments) for the last twelve months ended September
30, 2021. This calculation gives the benefit of adding back unusual
COVID-19 related costs. Moody's believes that the company will
continue to pursue an aggressive growth strategy, including
acquisitions that are likely to be at least partially funded with
incremental debt, as evidenced by the presence of a $200 million
delayed draw term loan in the capital structure. The rating also
reflects Aveanna's highly concentrated payor mix with significant
Medicaid exposure, and meaningful geographic concentration in the
states of Texas, California, and Pennsylvania.
The rating benefits from Aveanna's leading niche position in the
otherwise fragmented market of pediatric home health services,
where it provides critical services to children and families, as
well as its expanding presence in home health and hospice segment.
Moody's believes that the company's strategy to grow its home
health and hospice businesses will benefit the credit profile
through greater scale, increased service line, payor diversity and
faster growth.
Social and governance considerations are material to Aveanna's
credit profile. Aveanna will remain exposed to the social risks of
providing health care and related services in private duty nursing
and therapy to a highly vulnerable patient base often comprised of
sick and disabled children who need near around-the-clock care.
There is ongoing legislative, political, media and regulatory focus
on ensuring the delivery of medically appropriate care to this
patient base. Private duty nursing, home health and hospice
companies that bill Medicare and Medicaid are subject to a
significant number of complex regulations. Any weakness in
providing healthcare services - real or perceived - can negatively
affect Aveanna's reputation and ability to attract and sustain
clients at profitable rates. Additionally, a possible data breach
event, where intellectual property and other internal types of
sensitive records are released could cause legal or reputational
harm.
With respect to governance, Moody's expects that as a publicly
traded company, Aveanna will maintain more moderate financial
leverage, however continued significant ownership interest in the
company by private equity investors will result in meaningful
governance risk. Moody's anticipates the strategy to supplement
organic growth with material debt-funded acquisitions will persist,
given the very fragmented nature of the market.
The stable outlook reflects Moody's expectation that Aveanna will
continue to grow revenue and earnings, but that financial leverage
will remain high, as the company will remain acquisitive, over the
next 12-18 months. The outlook also reflects Moody's expectations
that Aveanna will maintain good liquidity. There is very limited
capacity within the rating category for further acquisitions while
leverage remains elevated following the acquisitions of Comfort
Care and Accredited.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Aveanna successfully builds a
credible home health and hospice business, thereby diversifying its
geographic and payor mix. Quantitatively, debt/EBITDA sustained
below 5.0x and free cash flow to debt of at least 5%, on a
sustained basis, could support an upgrade. The company would also
need to maintain its good liquidity.
The ratings could be downgraded if Aveanna experiences significant
reimbursement reductions and/or wage pressure or pursues more
aggressive financial policies. Quantitatively, debt/EBITDA
sustained above 6.0x could lead to a downgrade. Further, weakening
of liquidity or sustained negative free cash flow could lead to a
downgrade.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Headquartered in Atlanta, Georgia, Aveanna Healthcare LLC, is a
leading provider of pediatric skilled nursing and therapy services,
home health and hospice services, as well as medical solutions,
such as enteral nutrition, respiratory therapy, and medical supply
procurement. Aveanna completed an initial public offering in April
2021, however private equity investors Bain Capital and J. H.
Whitney, retain a significant ownership interest in the company.
Pro forma for acquisitions of Comfort Care and Accredited, Aveanna
generated revenues of approximately $1.9 billion for the twelve
months ended September 30, 2021.
AVEANNA HEALTHCARE: S&P Rates New Second-Lien Term Loan B 'CCC'
---------------------------------------------------------------
S&P Global Ratings assigned its 'CCC' issue-level rating and '6'
recovery rating to Aveanna Healthcare LLC's proposed $415 million
second-lien term loan due 2029. The '6' recovery rating indicates
its expectation for negligible (0%-10%; rounded estimate: 0%)
recovery in the event of a payment default.
S&P said, "We expect the company to use the proceeds from the term
loan offering along with a $120 million accounts-receivable (AR)
securitization facility to fund the acquisition of Comfort Care, a
home health and hospice company located in the southeast U.S., and
Accredited, a private duty service company located in California.
These acquisitions are within our expectations for Aveanna's growth
strategy. We account for the AR securitization facility as a
priority claim in our recovery analysis. The recovery rating for
the company's first-lien term loan is unchanged at '3' indicating
our expectation for meaningful (50%-70%; rounded estimate: 55%, up
from 50%) recovery in the event of a payment default.
"Our 'B-' issuer credit rating on Aveanna is unchanged. The
positive outlook reflects our view that demand for Aveanna's
private duty services segment will grow steadily over the next 12
months as the coronavirus pandemic subsides, and that organic
growth will be supplemented by acquisitions. We believe the company
could potentially sustain positive free operating cash flow at
levels in-line with comparable higher-rated peers."
AVERY ASPHALT: Seeks to Employ SL Briggs as Financial Advisor
-------------------------------------------------------------
Avery Asphalt, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Colorado to hire SL Briggs as
financial advisor.
The Debtors require the assistance of a financial advisor to
prepare their financial reports, including, but not limited to
monthly bankruptcy reports, balance sheets, statements of
operations, and statements of cash flows, cash collateral reports,
and other reports necessary to facilitate their bankruptcy
proceedings. The firm may also provide the Debtors with perspective
and advice on corporate development projects, potential sales, and
restructuring options.
The firm's hourly rates are as follows:
Mark Dennis $350 per hour
David Dennis $250 per hour
Mariem Skalli $150 per hour
Mark Dennis, a partner at SL Biggs, disclosed in a court filing
that he is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Mark Dennis
SL Biggs
2000 S. Colorado Blvd., Tower 2, Suite 200
Denver, CO 80222
Tel: 303.694.6700
Fax: 303.759.2727
Email: MDennis@SLBiggs.com
About Avery Asphalt, Inc.
Avery Asphalt, Inc. is the main operating company and installs,
maintains, and improves roadways, parking lots, and other outdoor
surfaces. Avery Equipment, LLC owns the equipment used in Avery
Asphalt's business. Avery Holdings, LLC owns the real estate used
in Avery Asphalt's business. LBLA Ventures, Inc. is the holding
company for a non-operating Arizona asphalt company and 1401 S.
22nd Ave., LLC owns the real estate that was formerly used by
Regional Pavement Maintenance of Arizona, Inc. in its business.
Avery Asphalt and its affiliates sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Colo. Lead Case No.
21-10799) on February 19, 2021. The bankruptcy was filed after a
receiver was appointed for all the Debtors. The receivership
hampered Avery Asphalt's ability to operate profitably.
In the petition signed by CEO Aaron Avery, the Debtors disclosed up
to $50,000 in assets and up to $10 million in liabilities.
Judge Michael E. Romero oversees the case.
David J. Warner, Esq., at Wadsworth Garber Warner Conrardy, P.C. is
the Debtor's counsel, while SL Biggs serves as the Debtor's
financial advisor.
BALANCE POINT: Seeks to Employ Arrow Advisory Group as Accountant
-----------------------------------------------------------------
Balance Point, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Arrow Advisory Group, LLC as
its accountant.
The firm's services include:
(a) accounting entries and account reconciliations monthly;
(b) providing tax and general financial guidance;
(c) preparing financial statements; and
(d) preparing periodic and annual tax compliance filings
The firm will be paid for its services at the hourly rate of $400.
Kelsey Lewis, the firm's accountant who will be providing the
services, disclosed in a court filing that she is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Kelsey Lewis, CPA
Arrow Advisory Group, LLC
4800 Meadows Rd., Ste. 3000
Lake Oswego, OR 97035
About Balance Point and MECTA
Tualatin, Ore.-based Balance Point, LLC was formed to hold,
maintain, develop and license intellectual property supporting the
medical devices used in the treatment of mental illness. It is a
wholly owned subsidiary of MECTA Corporation, a marketer,
manufacturer, and distributor of Electroconvulsive Therapy (ECT)
devices. As of the petition date, MECTA has a non-exclusive license
to all of Balance Point's patents, trademarks, copyrights, trade
secrets, and other intellectual property, which it uses in
connection with the business.
Balance Point and MECTA filed petitions for Chapter 11 protection
(Bankr. D. Del. Case No. 21-11279) on Sept. 30, 2021. MECTA
President Robin H. Nicol signed the petitions. At the time of the
filing, Balance Point listed up to $10 million in assets and up to
$50,000 in liabilities while MECTA listed as much as $10 million in
both assets and liabilities.
Judge J. Kate Stickles oversees the cases.
The Debtors tapped Polsinelli, PC and Wyse Advisors, LLC as legal
counsel and financial advisor, respectively. Stretto, Inc. is the
Debtors' claims and noticing agent and administrative advisor while
Arrow Advisory Group, LLC serves as the Debtor's accountant.
BERGIO INTERNATIONAL: J. P. Carey Has 9.56% Stake as of Nov. 17
---------------------------------------------------------------
J. P. Carey Limited Partners LP disclosed in a Schedule 13G filed
with the Securities and Exchange Commission that as of Nov. 17,
2021, it beneficially owns 79,726,027 shares of common stock of
Bergio International, Inc., which represent 9.56 percent of the
shares outstanding. A full-text of the regulatory filing is
available for free at:
https://www.sec.gov/Archives/edgar/data/1431074/000139390521000510/brgo_13g.htm
About Bergio International
Based in Fairfield, New Jersey, Bergio International, Inc. --
www.bergio.com -- is engaged in the exploration of mineral
properties. On Oct. 21, 2009, the Company entered into an exchange
agreement with Diamond Information Institute, Inc., whereby the
Company acquired all of the issued and outstanding common stock of
Diamond Information Institute and changed the name of the company
to Bergio International, Inc. On Feb. 19, 2020, the Company changed
its state of incorporation to the State of Wyoming.
The Company reported a net loss of $148,050 in 2020 following a net
loss of $3.03 million in 2019. As of Sept. 30, 2021, the Company
had $10.72 million in total assets, $8.05 million in total
liabilities, and $2.67 million in total stockholders' equity.
Lakewood, Colo.-based BF Borgers CPA PC, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated March 17, 2021, citing that the Company has suffered
recurring losses from operations and has a significant accumulated
deficit. In addition, the Company continues to experience negative
cash flows from operations. These factors raise substantial doubt
about the Company's ability to continue as a going concern.
BLUE JAY: Seeks to Hire Pease & Associates as Accountant
--------------------------------------------------------
Blue Jay Communications, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Ohio to hire Pease &
Associates, LLC to render general accounting and tax preparation
services and prepare related documents including operating
reports.
The firm's hourly rates are as follows:
Alex Semerano, CPA $410 per hour
Blaine Ryan $180 per hour
Manager $195 per hour
Senior Staff Accountant $150 per hour
Staff Accountant $130 per hour
Administrative Staff $80 per hour
Alexander Semerano, the firm's accountant who will be providing the
services, disclosed in a court filing that he is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Alexander N. Semerano, CPA
Pease & Associates, LLC
1422 Euclid Avenue, Suite 400
Cleveland, OH 44115
Tel: 216.348.9600
Fax: 216.348.9610
Email: info@peasecpa.com
About Blue Jay Communications
Blue Jay Communications, Inc. installs telecommunication and
network infrastructure throughout the Midwest with a particular
concentration in northern Ohio, southern Michigan, and Illinois. It
currently has offices in Cleveland, Marion, Toledo, and Youngstown,
Ohio, and St. Charles, Ill. It serves major telecommunications
companies as its clients.
Blue Jay Communications filed a petition for Chapter 11 protection
(Bankr. N.D. Ohio Case No. 21-31915) on Nov. 9, 2021, disclosing
$5,145,458 in assets and $7,618,110 in liabilities. John F.
Houlihan, president, signed the petition.
Judge Mary Ann Whipple oversees the case.
The Debtor tapped Frederic P. Schwieg, Esq. at Frederic P Schwieg
Attorney at Law as bankruptcy counsel and Gino Pulito, Esq., at
Pulito and Associates, LLC as special counsel. Pease & Associates,
LLC serves as the Debtor's accountant.
BOY SCOUTS OF AMERICA: Judge Unsure of Letter as Fix for Email Row
------------------------------------------------------------------
Rick Archer of Law360 reports that a Delaware bankruptcy judge
questioned Monday, November 29, 2021, whether she had the authority
to order a pair of feuding law firms in the Boy Scouts of America's
case to send a joint letter as a proposed fix to an explosive email
that stoked fears the vote on a Chapter 11 plan had been tainted.
At a virtual hearing, U.S. Bankruptcy Judge Laurie Selber
Silverstein asked counsel for the case's official tort claimants
committee what legal authority backed its proposal that she order
attorney Thomas Kosnoff and Eisenberg Rothweiler Winkler Eisenberg
& Jeck PC to communicate with their clients.
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: Meneo Law Represents Direct Abuse Claimants
-------------------------------------------------------
In the Chapter 11 cases of Boy Scouts of America and Delaware BSA,
LLC, the law firm of The Meneo Law Group provided notice under Rule
2019 of the Federal Rules of Bankruptcy Procedure, to disclose that
it is representing certain individual holders of Direct Abuse
Claimants.
MLG has been retained by certain individuals who are Holders of
Direct Abuse Claims to represent them in the above-captioned
Chapter 11 Case. In accordance with the "Class 8 Direct Abuse
Master Ballot," MLG has redacted/removed from this Rule 2019
Disclosure Statement the names, addresses and personal identifying
information of the individual Abuse Survivors it represents but is
supplying such information with the Master Ballot and Exhibit
submission to the Solicitation Agent.
MLG has been retained by the individual Abuse Survivors to
represent them as tort claimants in the above-captioned Chapter 11
Case. An exemplar of the Retainer Agreement signed by each such
individual Abuse Survivor is attached hereto as an Exhibit.
The Firm can be reached at:
Ron Michael Meneo, Esq.
The Meneo Law Group
234 Church Street, 6th Floor
New Haven, CT 06510
A copy of the Rule 2019 filing is available at
https://bit.ly/32EzRkh at no extra charge.
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.
BRAZIL MINERALS: Incurs $821K Net Loss in Third Quarter
-------------------------------------------------------
Brazil Minerals, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $820,591 on $2,984 of revenue for the three months ended Sept.
30, 2021, compared to a net loss of $372,598 on $10,688 of revenue
for the three months ended Sept. 30, 2020.
For the nine months ended Sept. 30, 2021, the Company reported a
net loss of $3.10 million on $9,088 of revenue compared to a net
loss of $1.38 million on $22,254 of revenue for the nine months
ended Sept. 30, 2020.
As of Sept. 30, 2021, the Company had $1.61 million in total
assets, $1.19 million in total liabilities, and $420,747 in total
stockholders' equity.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1540684/000149315221027841/form10-q.htm
About Brazil Minerals
Brazil Minerals, Inc., together with its subsidiaries, is a mineral
exploration company currently primarily focused on the development
of its two 100%-owned hard-rock lithium projects. Its initial goal
is to be able to enter commercial production of spodumene
concentrate, a lithium bearing commodity. Visit
http://www.brazil-minerals.comfor more information.
Brazil Minerals reported a net loss of $1.55 million for the year
ended Dec. 31, 2020, a net loss of $2.08 million for the year ended
Dec. 31, 2019, and a net loss of $1.85 million for the year ended
Dec. 31, 2018. As of June 30, 2021, the Company had $1.77 million
in total assets, $1.89 million in total liabilities, and a total
stockholders' deficit of $119,656.
Lakewood, Colorado-based BF Borgers CPA PC, the Company's auditor
since 2015, issued a "going concern" qualification in its report
dated March 31, 2021, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
BW HOLDING: S&P Assigns 'B-' ICR on Acquisition by Genstar Capital
------------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to
Connecticut-based label printing and packaging manufacturer BW
Holding Inc. (also known as Brook + Whittle).
S&P said, "At the same time, we assigned our 'B-' issue-level and
'3' recovery ratings to the company's proposed $478 million
first-lien term loan due in 2028 and $50 million revolver due in
2026. The '3' recovery rating indicates our expectation for
meaningful recovery (50%-70%; rounded estimate: 55%) in the event
of a payment default."
BW Holding is being acquired by Genstar Capital. The company plans
to issue a $478 million first-lien term loan, including a $100
million delayed-draw term loan (DDTL), $50 million revolving line
of credit, and $169 million second-lien term loan, including a $25
million DDTL to partly fund the transaction.
S&P said, "Our ratings on BW Holding reflects its position as a
relatively small player in the competitive and fragmented North
American label market, with good profitability. BW Holding provides
sustainable premium prime label solutions to consumer product goods
customers, with tenured customer relationships (the top 10
customers average 14 years). Its focus on specialized, sustainable
solutions, broader demand from its customers and end users, and
patented material technologies should provide a continued
competitive advantage, in our view. However, we consider it a niche
player in the broader global packaging industry with relatively
narrow scope, focusing on pressure-sensitive and shrink sleeve
offerings. In addition, we view its geographic diversity as limited
compared to the broader global packaging universe and its scale as
relatively small, although the company has been expanding
geographically with seven recent acquisitions since 2018. We expect
its S&P Global Ratings-adjusted EBITDA margins to remain above
average compared to peers in the low-20% area pro forma for the
transaction in 2021, increasing through 2022 as profitability
benefits from recent acquisitions. In addition, we assume the
company passes material cost increases to customers, which should
help mitigate raw material input cost volatility.
"We forecast high leverage pro forma for the transaction, and our
view of financial risk reflects its ownership by a financial
sponsor. Pro forma for the transaction, BW Holding's S&P Global
Ratings-adjusted debt to EBITDA will be about 9x with positive FOCF
to debt. We include $90 million in proposed preferred equity in our
adjusted debt measure. Excluding the preferred equity as debt, we
expect leverage of about 8x pro forma for the transaction. That
should decline in the next year as transaction expenses should not
recur. We expect debt to EBITDA to remain about 8x through 2022. We
expect gross capital expenditures will be higher in 2021 than in
recent years to satisfy a backlog of growth capital expenditure
projects. We assume capital expenditures will decline to about 5%
of revenues in 2022. Working capital is relatively minimal, and we
do not assume any meaningful swings annually. We expect FOCF to
debt in the low-single-digit percent area through 2022. However,
its sponsor ownership, which we note could limit meaningful debt
reduction in the medium term, constrains our view of its financial
risk.
"The stable outlook on BW Holding reflects our expectation of
healthy and improving operating performance, supported by recent
acquisitions. We expect S&P Global Ratings-adjusted debt to EBITDA
about 9x pro forma for the transaction in 2021 and about 8x in
2022."
S&P could lower its ratings within the next 12 months if:
-- FOCF becomes negative on a sustained basis;
-- Liquidity becomes constrained; or
-- S&P comes to view the company's capital structure as
unsustainable over the long term, even if it does not expect a
near-term credit or payment crisis.
This could occur if:
-- The company's operating performance deteriorates due to, for
example, weaker than expected earnings and significant cost
increases with an inability to pass through higher costs to
customers, such that its credit metrics significantly weaken; or
-- It pursues aggressive debt-funded acquisitions or shareholder
returns.
Although unlikely, S&P could raise its ratings within the next 12
months if:
-- The company achieves better than expected revenue growth and
profitability such that S&P Global Ratings-adjusted debt to EBITDA
improves below 6x on a sustained basis;
-- FOCF to debt improves to the mid- to high-single-digit percent
area on a consistent basis; and
-- S&P believes the company has demonstrated disciplined financial
policies and that its owners support sustained leverage below 6x.
CLEANSPARK INC: Delays Filing of Annual Report
----------------------------------------------
CleanSpark, Inc. filed a Form 12b-25 with the Securities and
Exchange Commission notifying the delay in the filing of its Annual
Report for the year ended Sept. 30, 2021.
CleanSpark became a large accelerated filer for the first time and,
as a result, the Company has a shortened filing deadline of 60 days
rather than 90 days to file its Annual Report and is now (for the
first time) subject to the requirements of Section 404(b) of the
Sarbanes-Oxley Act of 2002 ("SOX Act"). In addition, as disclosed
in those Current Reports on Form 8-K filed by the Company with the
Securities and Exchange Commission on Dec. 10, 2020 (as amended on
Feb. 24, 2021) and Feb. 24, 2021, respectively, the Company
acquired 100% of the ownership interests in ATL Data Centers LLC, a
Georgia limited liability company, and Solar Watt Solutions, Inc.,
a California corporation, the financial information for both of
which will be reflected in the Company's consolidated audited
financial statements for the first time since such acquisitions.
For the foregoing reasons, the Company requires additional time to
complete the procedures relating to its year-end reporting process,
including the completion of the Company's financial statements,
finalizing those disclosures required by Section 404(b) of the SOX
Act, and procedures relating to management's assessment of the
effectiveness of internal controls, and the Company is therefore
unable to file the Annual Report by Nov. 29, 2021, the prescribed
filing due date. The Company is working diligently to complete the
necessary work. The Company expects to file the Annual Report
within the extension period provided under Rule 12b-25 under the
Securities Exchange Act of 1934, as amended.
The financial statements included in the Annual Report will reflect
the financial condition, results of operations and cash flows of
the Company and two wholly owned subsidiaries, ATL Data Centers LLC
and Solar Watt Solutions, Inc., both of which were acquired by the
Company during the fiscal year ended Sept. 30, 2021. In addition,
in connection with the Company's acquisition of ATL Data Centers
LLC, the Company, which has historically focused on alternative
energy solutions, expanded its business to enter into the digital
currency mining industry. As a result of the two acquisitions and
the significant changes in the Company's business during the fiscal
year ended Sept. 30, 2021, the Company's results of operations for
the fiscal year ended Sept. 30, 2021 that will be included in the
Annual Report will include significant changes when compared to the
results of operations of the Company included in the Company's
Annual Report on Form 10-K for the year ended Sept. 30, 2020.
However, due to the substantial changes in the business and
operations of the Company in connection with the foregoing, and the
continuing preparation and audit of the financial statements of the
Company, the Company at this time cannot provide a reasonable
estimate of the results of operations for the year ended Sept. 30,
2021.
About CleanSpark
Headquartered in Bountiful, Utah, CleanSpark, Inc. --
www.cleanspark.com -- in the business of providing advanced
software and controls technology solutions to solve modern energy
challenges. The Company has a suite of software solutions that
provide end-to-end microgrid energy modeling, energy market
communications and energy management solutions. Its offerings
consist of intelligent energy monitoring and controls, intelligent
microgrid design software, middleware communications protocols for
the energy industry, energy system engineering and software
consulting services.
CleanSpark reported a net loss of $23.35 million for the year ended
Sept. 30, 2020, a net loss of $26.12 million for the year ended
Sept. 30, 2019, and a net loss of $47.01 million for the year ended
Sept. 30, 2018. As of June 30, 2021, the Company had $297.49
million in total assets, $15.69 million in total liabilities, and
$281.80 million in total stockholders' equity.
COSMOS HOLDINGS: Pays Entire Balance of May 2019 Note
-----------------------------------------------------
Cosmos Holdings Inc. disclosed in a filing with the Securities and
Exchange Commission that as of Nov. 16, 2021, the company paid the
entire balance of the senior convertible note it issued to Hudson
Bay Capital on May 17, 2019.
The company issued the note for a purchase price of $1.5 million in
connection with a securities purchase agreement it entered into
with Hudson Bay Capital on May 15, 2019. The agreement was amended
on March 23 and Sept. 23, 2020.
About Cosmos Holdings
Cosmos Holdings Inc. is a multinational pharmaceutical wholesaler.
The Company imports, exports and distributes pharmaceutical
products of brand-name and generic pharmaceuticals,
over-the-counter (OTC) medicines, and a variety of dietary and
vitamin supplements. Currently, the Company distributes products
mainly in the EU countries via its two wholly owned subsidiaries
SkyPharm SA, Decahedron Ltd. and (iii) Cosmofarm.
Cosmos Holdings reported net income of $820,786 for the year ended
Dec. 31, 2020, compared to a net loss of $3.30 million for the year
ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $47.68
million in total assets, $43.03 million in total liabilities, and
$4.65 million in total stockholders' equity.
San Francisco, California-based Armanino LLP, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated April 15, 2021, citing that the Company has suffered
recurring losses from operations and has a net accumulated deficit
that raises substantial doubt about its ability to continue as a
going concern.
DESAI HOLDINGS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Desai Holdings, LLC
2421 Clearview Parkway
Metairie, LA 70001
Business Description: Desai Holdings, LLC is part of the traveler
accommodation industry.
Chapter 11 Petition Date: November 30, 2021
Court: United States Bankruptcy Court
Eastern District of Louisiana
Case No.: 21-11388
Judge: Hon. Meredith S. Grabill
Debtor's Counsel: Ryan J. Richmond, Esq.
STERNBERG, NACCARI & WHITE, LLC
251 Florida Street
Suite 203
Baton Rouge, LA 70801-1703
Tel: (225) 412-3667
E-mail: ryan@snw.law
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Nipun "Nick" Desai as manager.
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/EEREAAA/Desai_Holdings_LLC__laebke-21-11388__0001.0.pdf?mcid=tGE4TAMA
DI-CHEM AND QUALITY: Taps Daniel Gonzalez as Special Counsel
------------------------------------------------------------
Di-Chem and Quality Technology, LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Texas to hire the Law
Office of Daniel S. Gonzalez as special litigation counsel.
The Debtor requires the firm to represent it in a litigation that
contains claims for Equitable Accounting, Breach of a Fully
Performed Oral Contract, Wage Theft, Theft of Service Texas Theft
Liability Act, Conversion of Personal Property Under Texas Common
Law, and Rescission of All Provisions in So-Called "Non-Disclosure
Agreement."
The firm's hourly rates are as follows:
Attorneys $300 per hour
Legal Assistants $100 per hour
Daniel Gonzalez, Esq., the firm's attorney who will be providing
the services, disclosed in a court filing that he is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Daniel S. Gonzalez, Esq.
Law Office of Daniel S. Gonzalez
909 E. Rio Grande
El Paso, TX 79902
Tel: 915.533.6393
About Di-Chem and Quality Technology
Di-Chem and Quality Technology, LLC filed a petition for Chapter 11
protection (Bankr. W.D. Texas Case No. 21-30650) on Aug. 31, 2021,
listing up to $500,000 in assets and up to $1 million in
liabilities.
Judge H. Christopher Mott oversees the case.
Miranda & Maldonado, P.C. represents the Debtor as legal counsel,
while the Law Office of Daniel S. Gonzalez serves as the Debtor's
special litigation counsel.
DIOCESE OF CAMDEN: Tort Committee Balks at Valuation, Disclosures
-----------------------------------------------------------------
The Official Committee of Tort Claimant Creditors of The Diocese of
Camden, New Jersey objects to (i) the adequacy of the proposed
First Amended Disclosure Statement and (ii) approval of the
solicitation procedures.
The Tort Committee points out that more than one year ago the
Debtor came before this Court "for the purpose of reorganizing and
maximizing its assets for the benefit of all individuals presenting
bona fide claims of abuse." In doing so, the Debtor sought to
rebuild the confidence of society in the Diocese. To aid the
Diocese in fulfilling its objectives and achieving what every past
diocesan bankruptcy case has to date -- a consensual plan of
reorganization -- the Committee has insisted on, and the Diocese
has promised, transparency in this Chapter 11 case.
The Committee further points out that unfortunately, as established
by the evidence brought by the Committee through its Motion to
Compel and the glaring omissions in the Amended Disclosure
Statement, the Diocese (i) continues to obfuscate the nature and
extent of its assets, and (ii) stubbornly resists an objective
valuation of the claims held by survivors of childhood sexual abuse
("Survivors," and their claims, "Survivor Claims") before Survivors
are asked to vote on a plan. Taken together, the Amended
Disclosure Statement cannot be approved -- the Committee and the
Survivors it represents have limited visibility into what portion
of the Debtor's assets is being used to satisfy claims and the
approximate percentage recovery on those claims.
The Tort Committee asserts that to expedite the hoped-for
consensual resolution of this case, the Committee recently filed a
motion with this Court requesting that it estimate Survivor Claims
for voting and plan confirmation (the "Estimation Motion").
As explained in the Estimation Motion, this Court's objective
determination of Survivor Claim values will build bridges that the
parties are struggling to construct themselves. And, in the
context of approval of the Amended Disclosure Statement and
confirmation of the Amended Plan, estimation serves a vital (and
gating) function: it will allow Survivors to determine the
approximate percentage return they will receive under the Amended
Plan. Indeed, as explained in the Estimation Motion and below, the
Debtor's Amended Disclosure Statement does not -- and cannot --
provide adequate information until Survivor Claims are objectively
valued by this Court. Only then can Survivors fully evaluate the
treatment they are afforded under the Amended Plan.
According to the Committee, besides the Amended Disclosure
Statement's pre-maturity, the Amended Disclosure Statement fails to
satisfy the Diocese's goal of "rebuild[ing] the confidence of
society in the Diocese" because it:
* fails to provide Survivors and other stakeholders with
adequate information to make an informed decision when voting on
the Amended Plan, and
* describes a plan that is patently unconfirmable.
The Committee complains that until Survivors can understand the
projected percentage recovery on Survivor Claims, the Amended
Disclosure Statement is inadequate on its face. While the Debtor
will no doubt assert that its opinion regarding valuation of
Survivor Claims is provided in the Amended Disclosure
Statement—it posits that under the Amended Plan Survivors will
receive more than fair value for the emotional and physical trauma
inflicted on them as children (as if such an amount exists) -- the
Committee values Survivor Claims differently. What the Debtor views
as a "full pay" plan, the Committee views as a plan that grossly
and unfairly undervalues Survivor Claims.
The Committee points out that in an effort to resolve these
diametrically opposite views on the valuation of Survivor Claims,
and to avoid solicitation of the Amended Plan based on the Debtor's
unilateral and self-serving valuation of such claims, the Committee
filed the Estimation Motion seeking the estimation of Survivor
Claims for voting purposes and confirmation only. In connection
therewith, the Committee seeks to retain The Claro Group to provide
expert testimony on the valuation of Survivor Claims to assist the
Court in making an objective determination regarding the value of
Survivor Claims so that adequate disclosure can be made concerning
the value of Survivor Claims and in determining whether the Amended
Plan complies with the Bankruptcy Code and applicable case law.
The Committee further points out that only after filing the Amended
Plan and Amended Disclosure Statement did the Debtor seek to retain
its own expert, Roux Associates, to value Survivor Claims. As
explained in the Committee's limited objection to the proposed
retention, if the Debtor seeks to retain Roux Associates to value
Survivor Claims anew, the Amended Disclosure Statement is
incomplete and misleading because Roux Associates' valuations are
not disclosed in the Amended Disclosure Statement. Rather, the
Amended Disclosure Statement relies on the Debtor's financial
advisor, EisnerAmper, to extrapolate the valuations used under the
IVCP to estimate Survivor Claims. Thus, unless Roux Associates'
valuation is wholly predicated on what is set forth in the Amended
Disclosure Statement, the Debtor does not provide adequate
disclosure on the Amended Plan.
The Committee asserts that even if the Amended Disclosure Statement
adequately explains the Debtor's Survivor Claims valuation model,
the Amended Disclosure Statement suffers from material
misstatements and omissions. The Amended Disclosure Statement:
(i) Fails to disclose all assets of the Debtor's estate (the
"Estate") which are available for distribution to creditors or
adequately explain why such assets are unavailable to satisfy
creditor claims. Indeed, as explained in detail in the Motion of
the Official Committee of Tort Claimant Creditors (I) Compelling
the Debtor to File Amended Schedules, Statements of Financial
Affairs, and Monthly Operating Reports and (II) Holding the Debtor
in Contempt of Court [Dkt. 964] (the "Motion to Compel"), the
Committee recently discovered that the Debtor consistently
inaccurately reported its assets in its monthly operating reports
(and Statements and Schedules) by failing to include over $23
million in funds held in its name and for its benefit in the
Deposit and Loan Fund (the "DLF").
(ii) Fails to describe contested matters and adversary
proceedings pending before this Court and the potential impact of
this Court's adjudication of those matters. Creditors must be
informed that the size of the Debtor's Estate will meaningfully
increase if the Committee succeeds on its claims.
(iii) Lacks crucial financial information necessary for Survivors
to evaluate the Amended Plan and the fairness of potential
distributions under it, including omission of (a) an accurate
liquidation analysis or (b) any financial information about the
non-debtor recipients of mandatory releases from Survivors, how
much each of those Covered Parties and Released Parties are
contributing for such releases, or what the Debtor did to
investigate any claims and causes of action that may exist for the
benefit of the Estate.
According to Committee, even if the extensive inadequacies in the
Amended Disclosure Statement were cured, the Amended Plan it
describes is unconfirmable. When a plan so violates 11 U.S.C. Sec.
1129 and applicable law that its unconfirmability is clear, courts
will address confirmation issues at the disclosure statement stage.
Indeed, the Court has already done so here and should do so again
because the Amended Plan:
(i) improperly provides for nonconsensual Third-Party Releases
and a Channeling Injunction;
(ii) improperly values Survivor Claims;
(iii) is not fair and equitable;
(iv) unfairly discriminates against Survivors;
(v) artificially impairs the claims of Trade Creditors and the
holders of pension claims (the "Underfunded Pension Claims");
(vi) mischaracterizes and mistreats the claim asserted by PNC
Bank, N.A. ("PNC");
(vii) is not in the best interests of Survivors or any of the
Debtor's creditors;
(viii) violates the absolute priority rule; and
(ix) is proposed in bad faith.
Counsel to the Official Committee of Tort Claimant Creditors:
Jeffrey D. Prol, Esq.
Michael A. Kaplan, Esq.
Brent Weisenberg, Esq.
LOWENSTEIN SANDLER LLP
One Lowenstein Drive
Roseland, NJ 07068
Telephone: (973) 597-2500
E-mail: jprol@lowenstein.com
E-mail: mkaplan@lowenstein.com
E-mail: bweisenberg@lowenstein.com
About The Diocese of Camden
The Diocese of Camden, New Jersey is a non-profit religious
corporation organized pursuant to Title 16 of the Revised Statutes
of New Jersey. It is the secular legal embodiment of the Roman
Catholic Diocese of Camden, a juridic person recognized under Canon
Law.
The Diocese of Camden sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on Oct. 1, 2020.
Reverend Robert E. Hughes, vicar general and vice president, signed
the petition. In the petition, the Debtor disclosed total assets
of $53,575,365 and liabilities of $25,727,209.
Judge Jerrold N. Poslusny Jr. oversees the case.
The Debtor tapped McManimon, Scotland & Baumann, LLC, as its
bankruptcy counsel, Eisneramper, LLP, as financial advisor, Cooper
Levenson P.A. and Duane Morris LLP as special counsel. Prime Clerk
LLC is the Debtor's claims and noticing agent and administrative
advisor.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee of unsecured trade creditors in the Debtor's Chapter 11
case. The committee is represented by Porzio, Bromberg & Newman,
P.C.
DLR EXPRESS: Plan Not Proposed in Good Faith, Union Bank Says
-------------------------------------------------------------
Unsecured Creditor MUFG Union Bank, N.A., a national banking
association, submitted an objection to approval of the Disclosure
Statement filed by debtor DLR Express Inc.
Union Bank complains that:
* The Plan improperly discriminates between the same Classes of
Unsecured Creditors. The Debtor's Plan is problematic with respect
to the treatment of the Union Bank's claim. The Plan designates
Union Bank's debt in the amount of $182,656 as a Class 2(B) general
unsecured claim. According to the Disclosure Statement, including
Union Bank's claim, the unsecured debt totals $351,361.
* The Plan is not proposed in good faith. The Plan is not
proposed in good faith because while other unsecured creditors in
the same class are receiving 100% payment, Union Bank is receiving
nothing through the Plan. The glaring violation of section l
123(a)(4) highlights that the Plan is not proposed in good faith,
as the Debtor is trying to sidestep payment on its largest
unsecured obligation.
* The Debtor cannot show a successful reorganization is assured.
The Debtor's Chapter 11 bankruptcy was filed on August 1, 2020. A
plan and disclosure statement were not filed until over 14 months
later, on October 28, 2021. It is questionable whether the Debtor
can meet its exacting burden to confirm a plan, now that the
exclusivity period has long expired.
* The Disclosure Statement lacks adequate information concerning
the treatment of Creditors' Claims. There is inadequate
information in the Disclosure Statement concerning the Debtor's
ability to perform after confirmation. If the Plan payments are
revised and increased to properly Union Bank in full as an
unsecured creditor, the Debtor's cash flow projections must be
adjusted accordingly. The Debtor must demonstrate it has the
financial ability to increase its monthly Plan payments from
$17,288 to approximately $47,500 to properly account for payment of
Union Bank's unsecured claims within a term of 6 months.
Attorneys for Creditor MUFG UNION BANK, N.A.:
David W. Brody
Kenneth R. Shemwell
BRODY & SHEMWELL, APC
1350 Columbia Street, Suite 403
San Diego, California 92101
Telephone: (619) 546-9200
Facsimile: (619) 546-9270
E-mail: dbrody@brody-law.com
About DLR Express
DLR Express, Inc., based in Fontana, CA, filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 20-15258) on Aug. 1, 2020. The
petition was signed by Fatima Del Carmen De La Rosa, president. In
its petition, the Debtor was estimated to have $1 million to $10
million in both assets and liabilities. The Hon. Scott H. Yun
presides over the case. The LAW OFFICE OF MICHAEL JAY BERGER,
serves as bankruptcy counsel to the Debtor.
DLT RESOLUTION: Incurs $175K Net Loss in Third Quarter
------------------------------------------------------
DLT Resolution, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $175,299 on $342,562 of revenue for the three months ended Sept.
30, 2021, compared to a net loss of $11,935 on $599,160 of revenue
for the three months ended Sept. 30, 2020.
For the nine months ended Sept. 30, 2021, the Company reported a
net loss of $541,008 on $1.20 million of revenue compared to a net
loss of $410,316 on $1.58 million of revenue for the same period
during the prior year.
As of Sept. 30, 2021, the Company had $3.08 million in total
assets, $2.07 million in total liabilities, and $1.01 million in
total stockholders' equity.
As of Sept. 30, 2021, the Company had total current assets of
$266,552 and current liabilities of $1,013,309 creating a working
capital deficit of $746,757. As of Dec. 31, 2020, the Company had
$7,666 of cash, total current assets of $465,755 and current
liabilities of $940,486 creating a working capital deficit of
$474,731.
Net cash used in operating activities was $13,977 during the nine
months ended Sept. 30, 2021 compared to $121,863 for the same
period in 2020.
Net cash used in investing activities was $1,493 during the nine
months ended Sept. 30, 2021 compared to $766 for the same period in
2020.
During the nine months ended Sept. 30, 2021, the Company generated
$16,293 cash from financing activities. During the nine months
ended Sept. 30, 2020, the Company generated $119,720 of cash from
financing activities that was primarily from the proceeds of
Canadian government loans and sales of its common stock.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1420368/000147793221008271/dlti_10q.htm
About DLT Resolution
Las Vegas, NV-based DLT Resolution Inc. currently operates in three
high-tech industry segments: blockchain applications;
telecommunications; and data services which includes image capture,
data collection, data phone center services, and payment
processing.
DLT Resolution reported a net loss of $503,929 for the year ended
Dec. 31, 2020, compared to a net loss of $1.04 million for the year
ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $3.52
million in total assets, $2.83 million in total liabilities, and
$688,873 in total stockholders' equity.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
May 10, 2021, citing that the Company has suffered recurring losses
from operations and has a significant accumulated deficit. In
addition, the Company continues to experience negative cash flows
from operations. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
ELECTROTEK CORP: Court Confirms Second Amended Plan
---------------------------------------------------
Judge Michelle V. Larson has entered an order confirming the Second
Amended Plan of Reorganization of Electrotek Corporation.
The Debtor will pay the United States Trustee quarterly fees until
the Clerk of the Court closes the case and shall file quarterly
reports with the United States Trustee in the form required by the
Office of the United States Trustee until the case is closed.
The impaired class of unsecured creditors has voted for the Plan.
The Plan provisions include (1) Holders of Allowed Administrative
Claims will be paid in full; and (2) Holders of Allowed Priority
Claims will be paid pursuant to Section 1129.
Attorneys for the Debtor:
Joyce W. Lindauer
Joyce W. Lindauer Attorney, PLLC
1412 Main Street, Suite 500
Dallas, Texas 75202
Telephone: (972) 503-4033
About Electrotek Corporation
Electrotek Corporation, a privately held company that manufactures
electrical equipment and component based in Carrollton, Texas,
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 21-30409) on March 8,
2021. Mike Swerdlow, chief financial officer, signed the petition.
In the petition, the Debtor had estimated assets of between $1
million and $10 million and estimated liabilities of between $10
million and $50 million.
Judge Michelle V. Larson oversees the case.
Joyce W. Lindauer Attorney, PLLC, serves as the Debtor's counsel.
ESCALON MEDICAL: Posts $317K Net Income in First Quarter
--------------------------------------------------------
Escalon Medical Corp. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing net income
of $317,220 on $2.68 million of net revenues for the three months
ended Sept. 30, 2021, compared to a net loss of $196,553 on $2.41
million of net revenues for the three months ended Sept. 30, 2020.
As of Sept. 30, 2021, the Company had $5.46 million in total
assets, $3.68 million in total liabilities, and $1.78 million in
total shareholders' equity.
The Company's total cash on hand as of Sept. 30, 2021 was
approximately $1,256,000 excluding restricted cash of approximately
$256,000 compared to approximately $1,651,000 of cash on hand and
restricted cash of $256,000 as of June 30, 2021. Approximately
$48,000 was available under the Company's line of credit as of
Sept. 30, 2021.
"Because our operations have not historically generated sufficient
revenues to enable profitability, we will continue to monitor costs
and expenses closely and may need to raise additional capital in
order to fund operations. We expect to continue to fund operations
from cash on hand and through capital raising sources if possible
and available, which may be dilutive to existing stockholders,
through revenues from the licensing of our products, or through
strategic alliances," Escalon said.
"Additionally, we may seek to sell additional equity or debt
securities through one or more discrete transactions, or enter into
a strategic alliance arrangement, but can provide no assurances
that any such financing or strategic alliance arrangement will be
available on acceptable terms, or at all. Moreover, the incurrence
of indebtedness in connection with a debt financing would result in
increased fixed obligations and could contain covenants that would
restrict our operations," the Company said.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/862668/000086266821000018/esmc-20210930.htm
About Escalon
Headquartered in Wayne, Pennsylvania, Escalon Medical Corp.
operates in the healthcare market, specializing in the
development,
manufacture, marketing and distribution of medical devices for
ophthalmic applications.
Escalon reported a net loss of $52,023 for the year ended June 30,
2021, compared to a net loss of $650,280 for the year ended June
30, 2020. As of June 30, 2021, the Company had $5.68 million in
total assets, $4.22 million in total liabilities, and $1.46 million
in total shareholders' equity.
Marlton, New Jersey-based Friedman LLP, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
Sept. 27, 2021, citing that the Company's significant accumulated
deficit and recurring losses from operations and negative cash
flows from operating activities in prior years raise substantial
doubt about the Company's ability to continue as a going concern.
ESTIATORIO ENT: Case Summary & 17 Unsecured Creditors
-----------------------------------------------------
Debtor: Estiatorio Ent. Ltd.
DBA The Easchester Odessy Diner
465 White Plains Road
White Plains, NY 10605
Business Description: Estiatorio Ent. Ltd. is the fee simple
owner of an edifice and property located
at 465 White Plains Road, Eastchester, NY
valued at $3 million.
Chapter 11 Petition Date: November 30, 2021
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 21-22665
Judge: Hon. Robert D. Drain
Debtor's Counsel: Anne Penachio, Esq.
PENACHIO MALARA, LLP
245 Main Street, Suite 450
White Plains, NY 10601
Tel: 914-946-2889
Email: frank@pmlawllp.com
Total Assets: $3,000,348
Total Liabilities: $417,091
The petition was signed by Konstantinos Doukas as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 17 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/OPRYCTQ/Estiatorio_Ent_Ltd__nysbke-21-22665__0001.0.pdf?mcid=tGE4TAMA
FLOREK & MORGAN: Hearing Today on Cash Collateral Access
--------------------------------------------------------
Florek & Morgan, LLC asks the U.S. Bankruptcy Court for the Eastern
District of Missouri, Eastern Division, for authority to use cash
collateral in accordance with the proposed budget.
The Debtor requires the use of the Cash Collateral to continue its
business operations and pay its regular daily expenses, including
employees' wages, utilities, and other costs of doing business.
As of the Petition Date, the Debtor owed MFC Lending and Virage
Capital Management LP, disputed and unknown sum.
While it is not entirely clear whether MFC and Virage properly
perfected their security interests in the Debtors' assets by filing
the appropriate UCC financing statements, the Debtor believes MFC
and Virage may claim to be secured creditors in the Chapter 11
Case.
The Debtor contends MFC and Virage's purported interests in the
Cash Collateral are adequately protected. To the extent MFC and
Virage have valid security interests in the Cash Collateral,
adequate protection will be provided to MFC and Virage though the
granting of replacement liens in any pre-petition assets which were
subject to their liens. Further, the Debtor will grant MFC and
Virage new liens in all of the Debtor's post-petition assets from
and after the Petition Date to the same extent, validity, priority,
perfection, and enforceability as their interests in any
pre-petition assets.
A hearing on the matter is scheduled today, December 1, 2021 at 10
a.m.
A copy of the motion is available at https://bit.ly/3D32XX3 from
PacerMonitor.com.
About Florek & Morgan, LLC
Florek & Morgan, LLC is a Missouri limited liability company that
operates a law firm in Clayton, Missouri. The Debtor sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
E.D. Mo. Case No. 21-44308) on November 24, 2021. In the petition
signed by Thomas Florek, authorized representative, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Bonnie L. Clair oversees the case.
Robert E. Eggmann, Esq. at Carmody MacDonald PC is the Debtor's
counsel.
GRAN TIERRA: Unit Sells 137.1M PetroTal Shares for US$30.1 Million
------------------------------------------------------------------
Gran Tierra Energy Inc. announced that Gran Tierra Resources
Limited, the company's wholly owned subsidiary, has procured
private purchasers for the sale by GTRL of an aggregate of
137,093,750 common shares of PetroTal Corp. at a price of US$0.2198
per purchased share, for an aggregate purchase price of
approximately US$30.1 million.
The price of US$0.2198 per purchased share represents an
approximate discount of 10.8% to the closing price of the common
shares of PetroTal on Nov. 25, 2021 on the AIM Market of the London
Stock Exchange.
Gran Tierra intends to use the proceeds of the sale of PetroTal
shares to pay down debt and for other general corporate purposes.
Following this transaction, GTRL will not own any shares of
PetroTal.
About Gran Tierra
Headquartered in Calgary, Alberta, Canada, Gran Tierra Energy Inc.
(www.grantierra.com), together with its subsidiaries, is an
independent international energy company focused on oil and natural
gas exploration and production. The Company is focused on its
existing portfolio of assets in Colombia and Ecuador and will
pursue new growth opportunities throughout Colombia and Latin
America, leveraging its financial strength. The Company's common
stock trades on the NYSE American, the Toronto Stock Exchange and
the London Stock Exchange under the ticker symbol GTE.
Gran Tierra reported a net and comprehensive loss of $777.97
million for the year ended Dec. 31, 2020. For the nine months
ended Sept. 30, 2021, the Company reported a net and comprehensive
loss of $20.04 million.
GRUPO AEROMEXICO: Katten, Arnold Represent Invictus, 3 Others
-------------------------------------------------------------
In the Chapter 11 cases of Grupo Aeromexico, S.A.B. de C.V., et
al., the law firms of Katten Muchin Rosenman LLP and Arnold &
Porter Kaye Scholer LLP submitted a verified statement under Rule
2019 of the Federal Rules of Bankruptcy Procedure, to disclose that
they are representing the Ad Hoc Group of OpCo Creditors.
Katten and A&P represent the Ad Hoc Group and do not represent or
purport to represent any entities other than the Ad Hoc Group in
connection with the Debtors' chapter 11 cases. In addition, neither
Invictus, Corvid Peak, Hain Capital, nor Livello represent or
purport to represent any other entities within the Debtors' chapter
11 cases.
As of Nov. 24, 2021, members of the Ad Hoc Group and their
disclosable economic interests are:
Invictus Global Management, LLC
310 Comal Street Building A, Suite 229
Austin, TX 78702
* General Unsecured Claims against Aerovias: $48,537,744.21
Corvid Peak Capital Management LLC
299 Park Avenue
13th Floor
New York, NY 10171
* General Unsecured Claims against Aerovias: $46,375,364.42
* 7.00% Senior Notes: $6,960,000.00
Hain Capital Group, LLC
Meadows Office Complex
301 Route 17, 7th Floor
Rutherford, NJ 07070
* General Unsecured Claims against Aerovias: $15,737,906.45
* General Unsecured Claims against Aerolitoral: $14,219.10
Livello Capital Management LP
1 World Trade Center 85th Floor
New York, NY 10007
* General Unsecured Claims against Aerovias: $12,796,333.00
* 7.00% Senior Notes: $2,600,000.00
Katten and A&P reserve the right to amend this Verified Statement
as may be necessary in accordance with the requirements set forth
in Bankruptcy Rule 2019.
Co-Counsel to the Ad Hoc Group of OpCo Creditors can be reached
at:
Steven J. Reisman, Esq.
Cindi M. Giglio, Esq.
David A. Crichlow, Esq.
Michael E. Comerford, Esq.
KATTEN MUCHIN ROSENMAN LLP
575 Madison Avenue
New York, NY 10022
Tel: (212) 940-8800
Fax: (212) 940-8776
E-mail: sreisman@katten.com
cgiglio@katten.com
david.crichlow@katten.com
michael.comerford@katten.com
- and -
Jonathan I. Levine, Esq.
Maja Zerjal Fink, Esq.
Lucas B. Barrett, Esq.
ARNOLD & PORTER KAYE SCHOLER LLP
250 West 55th Street
New York, NY 10019
Tel: (212) 836-8000
Fax: (212) 836-8689
E-mail: maja.zerjalfink@arnoldporter.com
jonathan.levine@arnoldporter.com
lucas.barrett@arnoldporter.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3D0dSRq
About Grupo Aeromexico
Grupo Aeromexico, S.A.B. de C.V. (BMV: AEROMEX) --
https://www.aeromexico.com/ -- is a holding company whose
subsidiaries are engaged in commercial aviation in Mexico and the
promotion of passenger loyalty programs. Aeromexico, Mexico's
global airline, has its main hub at Terminal 2 at the Mexico City
International Airport. Its destinations network features the United
States, Canada, Central America, South America, Asia and Europe.
Grupo Aeromexico and three of its subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 20-11563) on June 30,
2020. In the petitions signed by CFO Ricardo Javier Sanchez Baker,
the Debtors reported consolidated assets and liabilities of $1
billion to $10 billion.
The Debtors tapped Davis Polk and Wardell LLP as their bankruptcy
counsel, KPMG Cardenas Dosal S.C. as auditor, and Rothschild & Co
US Inc. and Rothschild & Co Mexico S.A. de C.V. as financial
advisor and investment banker. White & Case LLP, Cervantes Sainz
S.C. and De la Vega & Martinez Rojas, S.C., serve as the Debtors'
special counsel. Epiq Corporate Restructuring, LLC, is the claims
and administrative agent.
The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors on July 13, 2020. The committee is represented
by Willkie Farr & Gallagher, LLP and Morrison & Foerster, LLP.
GRUPO AEROMEXICO: OpCo Creditors Tout Better Exit Finance Deal
--------------------------------------------------------------
Rick Archer of Law360 reports that a group of Grupo Aeromexico
creditors is asking a New York bankruptcy judge to reject the
airline's proposed $1.7 billion Chapter 11 exit financing package,
saying they have a deal that will double recovery for unsecured
creditors and provide the airline with more cash.
In an objection filed Friday, Nov. 26, 2021, the ad hoc creditor
group said Aeromexico's proposed exit financing should not be
approved in the face of a proposal it claimed is both fairer to
unsecured creditors and will leave the company worth hundreds of
millions of dollars more after it emerges from Chapter 11.
"The Court should not approve the Exit Financing Motion in the face
of the alternative proposal developed by the Ad Hoc Group, which
provides a consensual path towards exiting chapter 11 while at the
same time distributing value fairly across the capital structure,
including to fulcrum general unsecured claims holders ("GUC
Holders") and increasing plan value by $450 million (i.e., by
properly accounting for the full amount of estate assets in the
form of excess cash)," the Ad Hoc Group of OpCo Creditors said.
"As constructive capital solution providers, the Ad Hoc Group
proposed the Ad Hoc Group Proposal and used their own balance
sheets to guarantee the Debtors a consensual path forward that does
not impermissibly strip value from the fulcrum GUC Holders. The
Debtors' proposed exit financing (the "Existing Proposal") is not
the Debtors' only or highest and best path forward. The Ad Hoc
Group Proposal improves or leaves unaltered the negotiated economic
rights of certain key parties (Delta, Apollo, and significant
Mexican shareholders)4 and provides markedly improved recoveries
for the fulcrum class of GUC Holders -- i.e., increasing the
recovery range from 14% to 14.5% to up to 29% to 31%. Notably, the
Ad Hoc Group Proposal also treats bondholders and "double dip"
claimants fairly by paying them in full, in cash, and rendering
them unimpaired, thus mooting any objection from these parties.
Co-Counsel to Ad Hoc Group of OpCo Creditors:
Steven J. Reisman, Esq.
Cindi M. Giglio, Esq.
David A. Crichlow, Esq.
Michael E. Comerford, Esq.
Jonathan I. Levine, Esq.
Maja Zerjal Fink, Esq.
Lucas B. Barrett, Esq.
KATTEN MUCHIN ROSENMAN LLP
575 Madison Avenue
New York, NY 10022
Telephone: (212) 940-8800
Facsimile: (212) 940-8776
E-mail: sreisman@katten.com
cgiglio@katten.com
david.crichlow@katten.com
michael.comerford@katten.com
ARNOLD & PORTER KAYE SCHOLER LLP
250 West 55th Street
New York, NY 10019
Telephone: (212) 836-8000
Facsimile: (212) 836-8689
E-mail: maja.zerjalfink@arnoldporter.com
jonathan.levine@arnoldporter.com
lucas.barrett@arnoldporter.com
About Grupo Aeromexico
Grupo Aeromexico, S.A.B. de C.V. (BMV: AEROMEX) --
https://www.aeromexico.com/ -- is a holding company whose
subsidiaries are engaged in commercial aviation in Mexico and the
promotion of passenger loyalty programs. Aeromexico, Mexico's
global airline, has its main hub at Terminal 2 at the Mexico City
International Airport. Its destinations network features the United
States, Canada, Central America, South America, Asia and Europe.
Grupo Aeromexico and three of its subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 20-11563) on June 30,
2020. In the petitions signed by CFO Ricardo Javier Sanchez Baker,
the Debtors reported consolidated assets and liabilities of $1
billion to $10 billion.
The Debtors tapped Davis Polk and Wardell LLP as their bankruptcy
counsel, KPMG Cardenas Dosal S.C. as auditor, and Rothschild & Co
US Inc. and Rothschild & Co Mexico S.A. de C.V. as financial
advisor and investment banker. White & Case LLP, Cervantes Sainz
S.C. and De la Vega & Martinez Rojas, S.C., serve as the Debtors'
special counsel. Epiq Corporate Restructuring, LLC, is the claims
and administrative agent.
The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors on July 13, 2020. The committee is represented
by Willkie Farr & Gallagher, LLP and Morrison & Foerster, LLP.
HAWAIIAN VINTAGE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Hawaiian Vintage Chocolate Company, Inc.
4800 Keller Springs 1353
Addison, TX 75001
Business Description: The Debtor offers chocolate and cocoa
products.
Chapter 11 Petition Date: November 30, 2021
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 21-32112
Debtor's Counsel: Jason M. Rudd, Esq.
WICK PHILLIPS GOULD & MARTIN, LLP
3131 McKinney Ave Suite 500
Dallas, TX 75204
Tel: (214) 692-6200
Email: jason.rudd@wickphillips.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by James Walsh as CEO.
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/BGGELYI/Hawaiian_Vintage_Chocolate_Company__txnbke-21-32112__0001.0.pdf?mcid=tGE4TAMA
HUMANIGEN INC: Execs Drop Participation in Stock Options Program
----------------------------------------------------------------
As previously reported in a Form 8-K filed by Humanigen, Inc. on
Oct. 5, 2021, the compensation committee of the board of directors
of the company approved a program pursuant to which the company's
executive officers and employees were offered the opportunity to
receive all or a portion of their base salaries for the fourth
quarter of 2021 in the form of stock options.
Due to adverse tax implications for participating U.S.-based
employees, on Nov. 23, 2021, the company, with the approval of the
committee, offered participating employees the opportunity to
rescind their participation in the program. Except for Dale
Chappell, each of the company's executive officers who originally
elected to participate have accepted the offer to rescind their
participation in the program. As a result of such rescissions, the
stock options granted on Sept. 30, 2021 to each of Cameron Durrant,
Adrian Kilcoyne and Edward Jordan have been cancelled for no
consideration, and each executive will receive 100% of his base
salary for the fourth quarter of 2021 in cash.
About Humanigen
Based in Brisbane, California, Humanigen, Inc. (OTCQB: HGEN),
formerly known as KaloBios Pharmaceuticals, Inc. --
http://www.humanigen.com-- is a clinical stage biopharmaceutical
company developing its clinical stage immuno-oncology and
immunology portfolio of monoclonal antibodies. The Company is
focusing its efforts on the development of its lead product
candidate, lenzilumab, its proprietary Humaneered anti-human GM-CSF
immunotherapy, through a clinical research agreement with Kite
Pharmaceuticals, Inc., a Gilead company to study the effect of
lenzilumab on the safety of Yescarta, axicabtagene ciloleucel
including cytokine release syndrome, which is sometimes also
referred to as cytokine storm, and neurotoxicity, with a secondary
endpoint of increased efficacy in a multicenter Phase Ib/IIclinical
trial in adults with relapsed or refractory large B-cell lymphoma.
Humanigen reported a net loss of $89.53 million for the 12 months
ended Dec. 31, 2020, compared to a net loss of $10.29 million for
the 12 months ended Dec. 31, 2019. As of Sept. 30, 2021, the
Company had $77.94 million in total assets, $95.58 million in total
liabilities, and a total stockholders' deficit of $17.64 million.
II-VI INC: Moody's Confirms Ba3 CFR & Rates New Secured Debt Ba2
----------------------------------------------------------------
Moody's Investors Service confirmed II-VI Incorporated's ratings:
Corporate Family Rating at Ba3, Probability of Default Rating at
Ba3-PD, which concludes the review initiated on March 26, 2021. In
addition, Moody's also assigned a Ba2 rating to II-VI's new senior
secured bank credit facilities, comprised of the Revolver, the Term
Loan A, and the Term Loan B. The outlook is changed to positive.
Moody's expects to withdraw the rating of II-VI's existing secured
credit facilities (revolver and term loan A) due September 2024,
currently rated Ba3, upon full repayment following closing of the
acquisition of Coherent Holding GmbH (Coherent). The Speculative
Grade Liquidity (SGL) rating remains unchanged at SGL-1.
II-VI plans to acquire Coherent for a per share price of $220.00
cash and 0.91 II-VI shares, or about $7.0 billion of total purchase
price for the equity excluding transaction fees. The cash
consideration for the acquisition, which is expected to close in
the first calendar quarter of 2022, will be funded with a
combination of the new senior secured bank credit facilities and
additional unsecured debt, and $2.15 billion of convertible
preferred equity investment from Bain Capital, of which $750
million has already been received. Bain Capital has the right to
require II-VI to redeem the convertible preferred shares starting
in early 2031. II-VI has the option to force conversion of the
entire issue of convertible preferred shares after 3 years if
II-VI's stock price exceeds 150% of the then conversion price for
20 trading days during any 30 consecutive trading day period.
Moody's believes that depending on the value of the convertible
preferred stock at the potential conversion dates, II-VI may be
inclined to repurchase common shares to offset the resulting
dilution. The pending acquisition, which has been approved by both
II-VI and Coherent shareholders and most regulatory authorities,
including in the US, still requires approval from the Korean and
China regulatory bodies.
Confirmations:
Issuer: II-VI Incorporated
Corporate Family Rating, Confirmed at Ba3
Probability of Default Rating, Confirmed at Ba3-PD
Assignments:
Issuer: II-VI Incorporated
Senior Secured Revolving Credit Facility, Assigned Ba2 (LGD3)
Senior Secured Term Loan A, Assigned Ba2 (LGD3)
Senior Secured Term Loan B, Assigned Ba2 (LGD3)
Outlook Actions:
Issuer: II-VI Incorporated
Outlook, Changed To Positive From Rating Under Review
RATINGS RATIONALE
II-VI has an established leadership position in the Optical
Networking Components market and complemented by its materials
expertise has exposure to important secular growth drivers,
including the buildout of Fifth Generation mobile networks (5G),
the broader adoption of 3D sensing technology, and the progression
of systems toward enabling fully autonomous cars. The acquisition
of Coherent will diversify II-VI's revenue base, reducing II-VI's
concentration to the communications end market, and expand the
service available market enhancing II-VI's overall scale. Coherent
will provide II-VI with a complementary portfolio serving the
semiconductor capital equipment market and expanding II-VI's
exposure in the life sciences and materials processing markets.
The mix of common equity in the consideration, at approximately 23%
of the purchase price, and the additional $2.15 billion of
preferred equity from Bain Capital to help fund the cash portion of
the purchase price are credit positive, since this limits the
leveraging impact of the acquisition.
Still, despite the large equity component, the high purchase
multiple results in a highly leveraging acquisition, with proforma
debt to EBITDA of over 5x (proforma combined twelve months ended
September 30, 2021, Moody's adjusted, excluding cost synergies) or
over 4x including anticipated cost synergies. This level of
leverage is high given the integration execution risks, as the
acquisition of Coherent will increase II-VI's revenue base by over
40%, expand the company into new markets, and require the
integration of Coherent's large manufacturing footprint, research
teams, and sales operations into II-VI's operations.
The positive outlook reflects Moody's expectation that II-VI will
integrate Coherent without material disruption and make steady
progress in achieving the $250 million 36-month anticipated cost
synergies. Moody's expects that the revenues of the combined
company will grow at least in the mid-single digits percent,
reflecting continued strong growth across end markets, including
data center, telecommunications infrastructure, microelectronics
manufacturing, and smartphones. This revenue growth, along with
cost synergy capture, will drive increasing EBITDA, with the EBITDA
margin (Moody's adjusted) increasing to over 22% over the next 12
to 18 months. With the increasing EBITDA and free cash flow
directed toward debt repayment, Moody's expects that leverage will
be reduce toward the mid 3x level of debt to EBITDA (Moody's
adjusted) over the period.
The Ba2 rating on the Senior Secured Bank Credit Facilities
(Revolver, Term Loan A, and Term Loan B) reflects the collateral
and the cushion of the additional unsecured liabilities.
The Speculative Grade Liquidity (SGL) rating of SGL-1 reflects
II-VI's very good liquidity, which is supported by consistent FCF
and a large cash balance. Moody's expects that II-VI will generate
annual FCF (Moody's adjusted) of at least $300 million over the
next year and that cash will exceed $500 million. Given the
consistent cash flows and large cash balance, Moody's expects that
the new $350 million senior secured revolver (Revolver) will remain
largely undrawn. The Revolver and Term Loan A are subject to
financial maintenance covenants, net leverage and interest coverage
(as defined in the credit agreement), and Moody's expects the
company to be well within the established limits. The Term Loan B
is not subject to financial maintenance covenants.
The Moody's considers II-VI's governance risk as moderately
negative given the company's willingness to use liberal amounts of
debt for acquisitions. Moody's recognizes II-VI's use of common and
convertible preferred equity to partially fund the Coherent
acquisition, which should limit closing financial leverage. Though
Moody's does not anticipate Bain converting the preferred shares
over the near term, Moody's believes that II-VI may opt to
repurchase shares upon a future conversion of the preferred in
order to reduce equity dilution. II-VI is a public company with a
broad investor base and a largely independent board of directors.
Moody's expects that II-VI will follow a conservative financial
policy prioritizing debt repayment over returns to shareholders
until debt to EBITDA (Moody's adjusted) is reduced below 3x.
FACTORS THAT COULD LEAD TO AN UPGRADE OR A DOWNGRADE OF THE
RATINGS
The ratings could be upgraded if II-VI:
-- Sustains organic revenue growth in the upper single digits
-- Sustains EBITDA margin (Moody's adjusted) at or above 22%
-- Maintains leverage below 3x debt to EBITDA (Moody's adjusted)
The ratings could be downgraded if II-VI:
-- Incurs significant operating disruptions or sustains a decline
in organic revenue growth,
-- EBITDA margin (Moody's adjusted) declines toward the upper
teens percent level, or
-- Does not remain on track to reduce leverage to below 4x debt to
EBITDA (Moody's adjusted) in the two years following closing of the
Coherent acquisition
II-VI Incorporated, based in Saxonburg, Pennsylvania, makes
engineered materials and optoelectronic devices. Products include
optical communications modules, components, and systems for data
center applications, optical equipment such as wavelength selective
switches used in telecommunications long haul and metro networks,
vertical cavity surface emitting lasers (VCSELs) used in 3D sensing
applications such as facial recognition in consumer devices and
other applications, industrial laser components, advanced
materials, such as silicon carbide substrates, and precision optics
for military applications.
The principal methodology used in these ratings was Semiconductors
published in September 2021.
INPIXON: Registers 21.3M Shares Under 2018 Stock Incentive Plan
---------------------------------------------------------------
Inpixon filed with the Securities and Exchange Commission a Form
S-8 registration statement to register 21,269,927 shares of common
stock that are reserved for issuance under the 2018 Employee Stock
Incentive Plan, as amended.
On Nov. 16, 2021, the stockholders of the Company approved the
amendment to the 2018 Plan, which (i) increases the total number of
shares of Common Stock currently reserved and available for grant
by 21,269,927 shares resulting in the increase of the number of
shares of Common Stock reserved and available for grant under 2018
Plan to 40,000,000 and (ii) increases the maximum number of shares
of Common Stock that may be issued in connection with quarterly
evergreen increases from 1,500,000 shares of Common Stock to
3,000,000 shares. In addition, the amendment limits the aggregate
number of shares of Common Stock underlying the awards issued under
the 2018 Plan and the aggregate number of shares issued in the form
of incentive stock options to 120,000,000 shares of Common Stock
and sets forth the methodology of the determination of the Total
Limit.
On April 27, 2018, Jan. 25, 2019, April 19, 2019, Nov. 1, 2019,
April 13, 2020, and June 4, 2021, the Company filed with the SEC
Registration Statements on Form S-8, Registration Nos. 333-224506,
333-229374, 333-230965, 333-234458, 333-237659, and 333-256831,
respectively, relating to shares of Common Stock reserved for
issuance under the 2018 Plan. This Registration Statement is being
filed to register the 21,269,927 additional shares of Common Stock
reserved for issuance pursuant to the 2018 Plan, as amended on Nov.
16, 2021. The Common Stock registered is in addition to the
18,730,073 shares of Common Stock previously reserved for issuance
under the Plan and previously registered on the Prior Registration
Statements.
A full-text copy of the prospectus is available for free at:
https://www.sec.gov/Archives/edgar/data/1529113/000121390021061281/ea151042-s8_inpixon.htm
About Inpixon
Headquartered in Palo Alto, Calif., Inpixon (Nasdaq: INPX) is an
indoor data company and specializes in indoor intelligence. The
Company's indoor location data platform and patented technologies
ingest and integrate data with indoor maps enabling users to
harness the power of indoor data to create actionable
intelligence.
Inpixon reported a net loss of $29.21 million for the year ended
Dec. 31, 2020, compared to a net loss of $33.98 million for the
year ended Dec. 31, 2019. As of June 30, 2021, the Company had
$174.41 million in total assets, $28.93 million in total
liabilities, and $145.49 million in total stockholders' equity.
JACKSON FINANCIAL: S&P Rates New Perpetual Preferred Shares 'BB+'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue rating to Jackson
Financial Inc.'s proposed issuance of noncumulative perpetual
preferred shares. The shares will rank junior to all existing and
future indebtedness.
S&P said, "We expect the company to use the proceeds from this
offering towards the repayment of the $750 million delayed-draw
term loan facility, entered into with a syndicate of banks in
connection with its demerger and separation plan earlier this
year.
"We assessed the equity content of the preferred shares as
intermediate because we view their features as contributing to
Jackson's loss-absorption capacity and expect they will be a
permanent part of Jackson's capital structure.
"After this issuance, we expect financial leverage and fixed-charge
coverage to remain below 30% and above 8x, respectively."
JAKKS PACIFIC: All 4 Proposals Passed at Annual Meeting
-------------------------------------------------------
At Jakks Pacific, Inc.'s Annual Meeting of Stockholders, the
stockholders:
(1) elected Stephen G. Berman and Zhao Xiaoqiang as Class I
members of the Board of Directors;
(2) approved an amendment to the company's 2002 Stock Award and
Incentive Plan;
(3) ratified the appointment by the Board of Directors of BDO
USA, LLP, as the company's independent certified public accountants
for 2021; and
(4) approved, on an advisory basis, the compensation of the
company's named executive officers.
About Jakks Pacific
JAKKS Pacific, Inc. -- www.jakks.com -- is a designer, manufacturer
and marketer of toys and consumer products sold throughout the
world, with its headquarters in Santa Monica, California. JAKKS
Pacific's popular proprietary brands include Fly Wheels, Kitten
Catfe, Perfectly Cute, ReDo Skateboard Co, X-Power, Disguise, Moose
Mountain, Maui, Kids Only!; a wide range of entertainment-inspired
products featuring premier licensed properties; and C'est Moi, a
new generation of clean beauty.
Jakks Pacific reported a net loss of $14.14 million for the year
ended Dec. 31, 2020, compared to a net loss of $55.38 million for
the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company
had $409.12 million in total assets, $345.35 million in total
liabilities, $2.73 million in preferred stock, and $61.02 million
in total stockholders' equity.
Los Angeles, California-based BDO USA, LLP, the Company's auditor
since 2006, included a "going concern" paragraph in its report
dated March 19, 2021, citing that the Company's primary sources of
working capital are cash flows from operations and borrowings under
its credit facility. The Company's cash flows from operations are
primarily impacted by the Company's sales, which are seasonal, and
any change in timing or amount of sales may impact the Company's
operating cash flows. The Company owes $124.5 million on its term
loan and has borrowing capacity under its credit facility of $37.3
million as of Dec. 31, 2020. During 2020, the Company reached an
agreement with its holders of its term loan and the holder of its
revolving credit facility, to amend the New Term Loan Agreement and
defer the Company's EBITDA covenant requirement until March 31,
2022 and reduced the trailing 12-month EBITDA requirement to $25.0
million. Based on the Company's operating plan, management
believes that the current working capital combined with expected
operating and financing cashflows to be sufficient to fund the
Company's operations and satisfy the Company's obligations as they
come due for at least one year from the financial statement
issuance date.
KADMON HOLDINGS: Files Form 15 With SEC
---------------------------------------
Kadmon Holdings, Inc. filed with the Securities and Exchange
Commission a Form 15 "Certification and Notice of Termination of
Registration Under Section 12(g) of the Securities Exchange Act of
1934 or Suspension of Duty to File Reports Under Section 13 and
15(d) of the Securities Exchange Act of 1934" with respect to its
common stock, $0.001 par value per share. As a result of the
filing, the company will no longer be obliged to file periodic
reports with the SEC.
About Kadmon Holdings
Based in New York, Kadmon Holdings, Inc. -- http://www.kadmon.com
-- is a clinical-stage biopharmaceutical company that discovers,
develops and delivers transformative therapies for unmet medical
needs. The Company's clinical pipeline includes treatments for
immune and fibrotic diseases as well as immuno-oncology therapies.
Kadmon reported a net loss attributable to common stockholders of
$111.03 million for the year ended Dec. 31, 2020, compared to a net
loss attributable to common stockholders of $63.43 million for the
year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had
$304.26 million in total assets, $290.25 million in total
liabilities, and $14.01 million in total stockholders' equity.
KOSMOS ENERGY: Cobas Asset Has 4.6% Equity Stake as of Nov. 18
--------------------------------------------------------------
Cobas Asset Management, SGIIC, SA disclosed in an amended Schedule
13G filed with the Securities and Exchange Commission that as of
Nov. 18, 2021, it beneficially owns 20,835,360 shares of common
stock of Kosmos Energy, Ltd. which represent 4.61% of the shares
outstanding. A full-text copy of the regulatory filing is
available for free at:
https://www.sec.gov/Archives/edgar/data/1509991/000170593121000019/kosmos.bajada5.txt
About Kosmos Energy
Kosmos is a full-cycle deepwater independent oil and gas
exploration and production company focused along the Atlantic
Margins. The Company's key assets include production offshore
Ghana, Equatorial Guinea and the U.S. Gulf of Mexico, as well as a
world-class gas development offshore Mauritania and Senegal. The
Company also maintains a sustainable proven basin exploration
program in Equatorial Guinea, Ghana and the U.S. Gulf of Mexico.
Kosmos is listed on the NYSE and LSE and is traded under the ticker
symbol KOS.
Kosmos Energy reported a net loss of $411.58 million in 2020, a net
loss of $55.78 million in 2019, a net loss of $93.99 million in
2018, and a net loss of $222.79 million in 2017. As of Sept. 30,
2021, the Company had $4.15 billion in total assets, $461.74
million in total current liabilities, $3.41 billion in total
long-term liabilities, and $286.75 million in total stockholders'
equity.
KOSSOFF PLLC: Mitchell to Turn Over Docs to Bankruptcy Court
------------------------------------------------------------
Emma Whitford of Law360 reports that New York City real estate
attorney Mitchell Kossoff, who is facing claims that he misused
millions of dollars in client funds, told a bankruptcy judge Monday
that he will turn over documents after he was threatened with jail
time for not fully complying with discovery.
Kossoff will turn over schedules -- or papers laying out his
defunct firm Kossoff PLLC's debts -- by the court's Tuesday,
November 30, 2021, deadline, according to Kossoff's counsel, Walter
Mack of Doar Rieck Kaley & Mack. By doing so, he expects to avoid
an arrest warrant from Bankruptcy Judge David S. Jones ahead of his
impending guilty plea.
About Kossoff PLLC
Kossoff PLLC is a real estate law firm based in New York City. It
operated as a law firm with offices located at 217 Broadway in New
York City. The firm held itself out as a law firm that provided
full-service real estate legal services specializing in litigation
and transactional matters, including leasing, sale and acquisition
of real property, commercial landlord tenant matters, real estate
litigation, and city, state and federal agency regulatory matters
Mitchell H. Kossoff, the firm's founder and only known managing
member, is alleged to have failed to and/or refused to return
millions of dollars of client funds when requested by clients.
Since on or about April 1, 2021, Kossoff's whereabouts have been
unknown, and Kossoffhas ceased all communications with the Debtor's
clients and with the attorneys and staff who were employed by the
Debtor.
Kossoff PLLC is subject to an involuntary petition for Chapter 7
bankruptcy (Bankr. S.D.N.Y. Case No. 21-10699) by creditors on
April 13, 2021. The case is handled by Honorable Judge David S.
Jones.
Gran Sabana Corp NV, Louis & Jeanmarie Giordano, and other former
clients of the Debtor signed the involuntary petition. Carter
Ledyard & Milburn LLP, led by Aaron R. Cahn, represents the
petitioners.
Veteran restructuring lawyer Albert Togut of Togut, Segal & Segal
LLP, was named as Chapter 7 Trustee. He tapped his own firm as
counsel in the case.
KURNCZ FARMS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Kurncz Farms, Inc.
4777 Gilson Road
Saint Johns, MI 48879
Business Description: Kurncz Farms, Inc. is part of the cattle
ranching and farming industry.
Chapter 11 Petition Date: November 30, 2021
Court: United States Bankruptcy Court
Western District of Michigan
Case No.: 21-02612
Debtor's Counsel: Susan M. Cook, Esq.
WARNER NORCROSS & JUDD, LLC
715 E. Main Street
Suite 110
Midland, MI 48640-5382
Tel: 989-698-3759
Fax: 989-486-6159
Email: smcook@wnj.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Peter J. Kurncz 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/NKK73SY/Kurncz_Farms_Inc__miwbke-21-02612__0001.0.pdf?mcid=tGE4TAMA
L&L WINGS: Unsecureds to Get 50% and Pro Rata of BMI Reserve
------------------------------------------------------------
L&L Wings, Inc., submitted a First Amended Disclosure Statement.
The Debtor currently operates 26 beach wear retail stores under the
WINGS mark throughout North Carolina, South Carolina, Florida,
Texas, and California and has achieved annual sales in excess of
$30 million over the past several years leading up to 2021. The
Debtor employs in excess of 250 people.
Class 2 General Secured Claims total approximately $300,000.
Holders of Class 2 Claims will retain their respective liens on
their specifically financed collateral and shall continue to
receive payments in accordance with their respective finance
agreements. Class 2 is unimpaired.
Class 5: Allowed General Unsecured Claims are estimated to total
$4,500,000. The holders of Allowed Class 5 Unsecured Claims shall
each receive (a) a 50% distribution on account of their Allowed
Class 5 Unsecured Claims in Cash, on or shortly after the Effective
Date and (b) a pro rata distribution with Class 6 from the Disputed
BMI Claim Reserve to the extent of any excess funds available due
to a reduction in the amount of the Allowed Class 6
non-subordinated BMI Claim as a result of any Final Order
determining the BMI Adversary Proceeding, provided Class 5
claimholders shall not receive more than 100% of their Allowed
Claims under the Plan. Such payments shall be in full and final
satisfaction of all Class 5 Claims. Class 5 is impaired.
Class 6: Non-Subordinated Unsecured Claims of BMI consists of the
non-subordinated Unsecured Claims of BMI pursuant to the BMI Claim
in the minimum Disputed amount of $4,184,135.00. Upon and subject
to Final Order in the Chapter 11 Case or the BMI Adversary
Proceeding governing Allowance of the BMI Claim, BMI shall receive
(a) a 50% distribution on the Allowed portion of the
non-subordinated portion of the BMI Claim, if any and (b) a Pro
Rata distribution with Class 5 from the Disputed BMI Claim Reserve
to the extent of any excess funds available due to a reduction in
the amount of the Allowed Class 6 non-subordinated BMI Claim as a
result of any Final Order determining the BMI Adversary Proceeding,
provided Class 6 claimholders shall not receive more than 100% of
their Allowed Claims under the Plan. Class 6 is impaired.
Class 7: Allowed Guaranteed Lenders of Unsecured Claims consist of
(a) Bank of America, N.A., (b) Truist Bank and (c) United Community
Bank. The Debtor prepetition issued one guarantee to Bank of
America that currently guarantees underlying related party debt in
the approximate amount of $2,672,863. The Debtor prepetition
issued three guarantees to Truist Bank that currently guarantees
underlying related party debt in the approximate amounts of
$764,175, $2,927,958, and $549,848. The Debtor prepetition issued
three guarantees to United Community Bank that currently guarantees
underlying related party debt in the approximate amounts of
$1,334,843, $628,893, and $462,553. No amounts are currently
outstanding on the guarantees or any of the underlying obligations.
The holders of Claims under Class 7 shall not receive a
distribution under the Plan; notwithstanding, the guarantees shall
remain in full force and effect, and the Debtor reaffirms its
obligations under all existing guarantees executed in favor of the
Class 7 claimholders. Class 7 is unimpaired.
The Plan shall be funded from (i) a portion of the Debtor's Cash on
hand as of the Effective Date, (ii) post-Effective date financing
from TD or such other financial institution (iii) an Effective Date
no less than $2,000,000 Cash contribution from the Interest
holders, (iv) an Effective Date $4,000,000 loan from the Interest
Holders and (v) and such further Cash or contributions to the
extent necessary for working capital or post Effective Date
distributions required under the Plan.
The hearing at which the Court will determine whether to confirm
the Plan will take place on Jan. 27, 2022 at 10:00 a.m. before the
Honorable David S. Jones, U.S. Bankruptcy Judge, at the United
States Bankruptcy Court, Southern District of New York, One Bowling
Green, Courtroom 501, New York, New York 10004.
The objections to the confirmation of the Plan must be filed and
served by January 20, 2022.
The ballot must be received by Jan. 20, 2022 at 4:00 p.m. (Eastern
Time) or it will not be counted.
Attorneys for the Debtor:
Robert L. Rattet, Esq.
Jonathan S. Pasternak, Esq.
DAVIDOFF HUTCHER & CITRON LLP
605 Third Avenue
New York, New York 10158
Tel: (212) 557-7200
A copy of the Disclosure Statement dated November 24, 2021, is
available at https://bit.ly/3178MFU from PacerMonitor.com.
About L&L Wings
L&L Wings, Inc., is a New York-based retailer of beachwear and
beach sundry items. It operates 26 stores throughout North
Carolina, South Carolina, Florida, Texas and California.
L&L Wings sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 21-10795) on April 24, 2021. In the
petition signed by Ariel Levy, president, the Debtor disclosed up
to $50 million in assets and up to $100 million in liabilities.
Judge Shelley C. Chapman oversees the case.
The Debtor tapped Davidoff Hutcher & Citron LLP as legal counsel,
WebsterRogers LLP as accountant, and CFGI as financial advisor. A&G
Realty Partners, LLC, is its real estate consultant and advisor.
On May 7, 2021, the U.S. Trustee for Region 2 appointed an official
committee of unsecured creditors. Otterbourg PC and Thompson Hine,
LLP serve as the committee's bankruptcy counsel and special
counsel, respectively.
LEGACY EDUCATION: Incurs $195K Net Loss in Third Quarter
--------------------------------------------------------
Legacy Education Alliance, Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss of $195,000 on $1.38 million of revenue for the three
months ended Sept. 30, 2021, compared to net income of $4.69
million on $7.44 million of revenue for the three months ended
Sept. 30, 2020.
For the nine months ended Sept. 30, 2021, the Company reported net
income of $420,000 on $7.36 million of revenue compared to net
income of $11.53 million on $21.56 million of revenue for the nine
months ended Sept. 30, 2020.
As of Sept. 30, 2021, the Company had $2.17 million in total
assets, $23.67 million in total liabilities, and a total
stockholders' deficit of $21.50 million.
Legacy Education said, "In general, we believe that our products
and services appeal to those who seek increased financial freedom.
If we experience a prolonged decline in demand for our products and
services, it could have a material adverse effect on our future
operating results.
Historically, we have funded our working capital and capital
expenditures using cash and cash equivalents. However, given our
decreased operating cash flows during the past two years combined,
it has become necessary for us to incur in long-term debt and in
equity transactions to ensure the future viability of our business.
Our cash flows are subject to a number of risks and uncertainties,
including, but not limited to, earnings, favorable terms from our
merchant processors, seasonality, and fluctuations in foreign
currency exchange rates.
We continue to take steps to ensure our expenses are in line with
our projected cash sales and liquidity requirements for 2021 and
based upon current and anticipated levels of operations, we believe
cash and cash equivalents on hand will not be sufficient to fund
our expected financial obligations and anticipated liquidity
requirements for the fiscal year 2021. However, we are exploring
alternative sources of capital, but there can be no assurances any
such capital will be obtained. For the nine months ended September
30, 2021, we had an accumulated deficit, a working capital deficit
and a negative cash flow from operating activities. These
circumstances raise substantial doubt as to our ability to continue
as a going concern. Our ability to continue as a going concern is
dependent upon our ability to generate profits by expanding current
operations as well as reducing our costs and increasing our
operating margins, and to sustain adequate working capital to
finance our operations. The failure to achieve the necessary
levels of profitability and cash flows would be detrimental to
us."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1561880/000121390021059163/f10q0921_legacyedu.htm
About Legacy Education
Cape Coral, Fla.-based, Legacy Education Alliance, Inc. --
http://www.legacyeducationalliance.com-- is a provider of
practical and value-based educational training on the topics of
personal finance, entrepreneurship, real estate investing
strategies and techniques.
Legacy Education Alliance reported a net income of $16.01 million
for the year ended Dec. 31, 2020, compared to a net income of $9.95
million for the year ended Dec. 31, 2019. As of March 31, 2021,
the Company had $3.84 million in total assets, $26.74 million in
total liabilities, and a total stockholders' deficit of $22.91
million.
MaloneBailey, LLP, in Houston, Texas, the Company's auditor since
2014, issued a "going concern" qualification in its report dated
April 9, 2021, citing that the Company has a net capital deficiency
and an accumulated deficit that raise substantial doubt about its
ability to continue as a going concern.
LEGAL ADVOCACY: Seeks to Employ Haberbush LLP as Local Counsel
--------------------------------------------------------------
Legal Advocacy, P.C. seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire Haberbush, LLP to
serve as local counsel in its Chapter 11 case.
The Debtor requires the assistance of a local counsel to review the
filings provided by Randy Calvin, Esq., the Debtor's general
bankruptcy counsel; to ensure compliance with the Local Bankruptcy
Rules, California Law, and the requirements of the court; and for
the pro hac vice application of Mr. Calvin.
The firm's hourly rates are as follows:
David R. Haberbush, Esq. $495 per hour
Richard A. Brownstein, Esq. $495 per hour
Louis H. Altman, Esq. $440 per hour
Vanessa M. Haberbush, Esq. $275 per hour
Lane K. Bogard, Esq. $250 per hour
Alexander H. Haberbush, Esq. $200 per hour
The Debtor paid $20,000 to the firm as a retainer fee.
Mr. Haberbush, member of the firm, disclosed that he is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
David R. Haberbush, Esq.
Haberbush, LLP
444 W. Ocean Blvd., Suite 1400
Long Beach, CA 90802
Tel: (562) 435-3456 ext. 117
Email: dhaberbush@lbinsolvency.com
About Legal Advocacy
Legal Advocacy, P.C. filed a petition for Chapter 11 protection
(Bankr. C.D. Calif. Case No. 21-18018) on Oct. 18, 2021, listing up
to $10 million in assets and liabilities, respectively. Christine
Constantino, Jr., agent, signed the petition.
Judge Vincent P. Zurzolo oversees the case.
The Debtor tapped Randy L. Calvin, Esq., as bankruptcy attorney,
Haberbush, LLP as local counsel, and UHY, LLP as accountant.
LEGAL ADVOCACY: Taps Randy Calvin as Bankruptcy Attorney
--------------------------------------------------------
Legal Advocacy, P.C. seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire Randy Calvin, Esq.,
an attorney practicing in Southfield, Mich., to handle its Chapter
11 case.
The services to be provided by the attorney include:
(a) advising, consulting, prosecuting for and defending the
Debtor concerning issues arising in regard to the conduct of the
estate, the Debtor's rights and remedies with regard to the
estate's assets, and the claims of secured, priority, and unsecured
creditors;
(b) appearing for and representing the Debtor's interest in
obtaining court approvals for the hiring of professionals, and
assisting and advising the Debtor regarding the liquidation of the
property of the estate;
(c) investigating and prosecuting, if appropriate, preference,
fraudulent transfer, and other actions arising under the Debtor's
avoiding powers, should such causes of action exist;
(d) assisting in the preparation of such pleadings,
applications, and order as are required for the orderly
administration of the estate;
(e) advising, consulting, and representing the Debtor's in
legal actions concerning the use and disposition of the property of
the estate including use of cash collateral, defense of motions to
lift or modify the automatic stay, and the assumption or rejection
of unexpired leases and executory contract;
(f) advising and consulting with the Debtor, and prosecuting
for and defending the Debtor concerning claims made against the
estate or claims made by the estate, including any adversary
proceedings related thereto;
(g) advising, consulting, and prosecuting the approval of a
plan of reorganization, including necessary disclosure statements;
and
(h) advising, consulting, and assisting the Debtor with the
Guidelines of the United States Trustee, the Local Bankruptcy Rules
of the court, Title 11 of the United States Code, and the Federal
Rules of Bankruptcy Procedure.
Mr. Calvin will be paid at an hourly rate of $225.
In a court filing, Mr. Calvin disclosed that he is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
Mr. Calvin can be reached at:
Randy L. Calvin
4000 Town Center, Suite 1350
Southfield, MI 48075
Tel.: (734) 259-4731
Email: randy@rcalvinlaw.com
About Legal Advocacy
Legal Advocacy, P.C. filed a petition for Chapter 11 protection
(Bankr. C.D. Calif. Case No. 21-18018) on Oct. 18, 2021, listing up
to $10 million in assets and liabilities, respectively. Christine
Constantino, Jr., agent, signed the petition.
Judge Vincent P. Zurzolo oversees the case.
The Debtor tapped Randy L. Calvin, Esq., as bankruptcy attorney,
Haberbush, LLP as local counsel, and UHY, LLP as accountant.
LTL MANAGEMENT: Talc Committee Hires Bailey & Glasser as Counsel
----------------------------------------------------------------
The official committee of talc claimants of LTL Management, LLC
seeks approval from the U.S. Bankruptcy Court for the District of
New Jersey to hire Bailey & Glasser, LLP as its lead bankruptcy
counsel.
The firm will provide legal services, with a primary focus on the
following tasks:
a. Strategy related to, and prosecution of, the Debtor's
Chapter 11 case and the litigation of non-routine contested matters
and adversary proceedings generally relating to fraud, bad faith,
fraudulent transfer, breach of fiduciary duty, valuation, and Texas
law that arise during the pendency of the case;
b. Advice regarding mass tort claims;
c. Discovery conducted in connection with the case and any
adversary proceedings; and
d. Management and review of documents and electronically
stored information produced in connection with the case and
associated adversary proceedings.
The firm's hourly rates are as follows:
Partners and Of Counsel $600 - $975 per hour
Associates $350 - $550 per hour
Paralegals $250 - $325 per hour
Thomas Bennett, Esq., at Bailey & Glasser, disclosed in a court
filing that he is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Thomas B. Bennett, Esq.
Bailey & Glasser, LLP
1055 Thomas Jefferson Street NW, Suite 540
Washington, DC 20007.
Tel: (202) 463-2101
Fax: (202) 463-2103
Email: tbennett@baileyglasser.com
About LTL Management
LTL Management, LLC is a subsidiary of Johnson & Johnson (J&J),
which was formed to manage and defend thousands of talc-related
claims and oversee the operations of Royalty A&M. Royalty A&M owns
a portfolio of royalty revenue streams, including royalty revenue
streams based on third-party sales of LACTAID, MYLANTA/MYLICON and
ROGAINE products.
LTL Management filed a petition for Chapter 11 protection (Bankr.
W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was
transferred to New Jersey (Bankr. D. N.J. Case No. 21-30589) on
Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge.
At the time of the filing, the Debtor was estimated to have $1
billion to $10 billion in both assets and liabilities.
The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A. as
bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon
LLP as special counsel; McCarter & English, LLP as litigation
consultant; Bates White, LLC as financial consultant; and
AlixPartners, LLP as restructuring advisor. Epiq Corporate
Restructuring, LLC is the claims agent.
U.S. Bankruptcy Administrator Shelley Abel formed an official
committee of talc claimants in the Debtor's Chapter 11 case. The
committee tapped Bailey & Glasser, LLP, Otterbourg, P.C. and Brown
Rudnick, LLP as bankruptcy counsel. Massey & Gail, LLP and Parkins
Lee & Rubio, LLP serve as the committee's special counsel.
About Johnson & Johnson
Johnson & Johnson is an American multinational corporation founded
in 1886 that develops medical devices, pharmaceuticals, and
consumer packaged goods. It is the world's largest and most
broadly based healthcare company.
Johnson & Johnson is headquartered in New Brunswick, New Jersey,
the consumer division being located in Skillman, New Jersey. The
corporation includes some 250 subsidiary companies with operations
in 60 countries and products sold in over 175 countries.
The corporation had worldwide sales of $82.6 billion in 2020.
LTL MANAGEMENT: Transfer to NJ Cracks Door for Dismissal Bid
------------------------------------------------------------
Vince Sullivan of Law360 reports that the transfer of a Johnson &
Johnson unit's, LTL Management, bankruptcy case to New Jersey may
ease talc injury claimants' quest to get the proceeding thrown out,
but experts say the effort remains an uphill battle that could
ultimately still prove futile.
The Chapter 11 filing of a J&J spinoff dubbed LTL Management LLC
has drawn much attention, largely negative, because it followed a
series of corporate maneuvers dubbed a "Texas two-step" where a
large corporation can potentially reduce significant tort liability
through a series of mergers. Plaintiffs attorneys have argued ever
since the case was originally filed in North Carolina bankruptcy
court.
About LTL Management
LTL Management LLC is a subsidiary of Johnson & Johnson (J&J),
which was formed to manage and defend thousands of talc-related
claims and oversee the operations of Royalty A&M. Royalty A&M owns
a portfolio of royalty revenue streams, including royalty revenue
streams based on third-party sales of LACTAID, MYLANTA/MYLICON and
ROGAINE products.
LTL Management filed a petition for Chapter 11 protection (Bankr.
W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was
transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov.
16, 2021. The Hon. Michael B. Kaplan is the case judge.
At the time of the filing, the Debtor was estimated to have $1
billion to $10 billion in both assets and liabilities.
The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A. as
bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon
LLP as special counsel; McCarter & English, LLP as litigation
consultant; Bates White, LLC as financial consultant; and
AlixPartners, LLP as restructuring advisor. Epiq Corporate
Restructuring, LLC is the claims agent.
U.S. Bankruptcy Administrator Shelley Abel formed an official
committee of talc claimants in the Debtor's Chapter 11 case. The
committee tapped Bailey & Glasser, LLP, Otterbourg, P.C. and Brown
Rudnick, LLP as bankruptcy counsel. Massey & Gail, LLP and Parkins
Lee & Rubio, LLP serve as the committee's special counsel.
About Johnson & Johnson
Johnson & Johnson is an American multinational corporation founded
in 1886 that develops medical devices, pharmaceuticals, and
consumer packaged goods. It is the world's largest and most broadly
based healthcare company.
Johnson & Johnson is headquartered in New Brunswick, New Jersey,
the consumer division being located in Skillman, New Jersey. The
corporation includes some 250 subsidiary companies with operations
in 60 countries and products sold in over 175 countries.
The corporation had worldwide sales of $82.6 billion in 2020.
MALLINCKRODT PLC: Court Extends Ch. 11 Stay of Acthar Suits
-----------------------------------------------------------
Vince Sullivan of Law360 reports that a Delaware bankruptcy judge
agreed Monday, November 29, 2021, with drugmaker Mallinckrodt PLC
that more than a dozen lawsuits against the debtor relating to its
marketing of Acthar gel products should be paused for an additional
90 days so that plan confirmation proceedings aren't derailed in
the coming weeks.
U.S. Bankruptcy Judge John T. Dorsey issued the order granting the
extension of a year-old injunction set to expire Tuesday to avoid
devastating fallout that would endanger Mallinckrodt's
restructuring efforts while it is seeking court approval of its
proposed Chapter 11 plan. Ireland-based Mallinckrodt and its
affiliates filed for Chapter 11 in October 2020.
About Mallinckrodt PLC
Mallinckrodt -- http://www.mallinckrodt.com/-- is a global
business consisting of multiple wholly-owned subsidiaries that
develop, manufacture, market and distribute specialty
pharmaceutical products and therapies. The company's Specialty
Brands reportable segment's areas of focus include autoimmune and
rare diseases in specialty areas like neurology, rheumatology,
nephrology, pulmonology and ophthalmology; immunotherapy and
neonatal respiratory critical care therapies; analgesics; and
gastrointestinal products. Its Specialty Generics reportable
segment includes specialty generic drugs and active pharmaceutical
ingredients.
On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates
sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case
No. 20-12522) to seek approval of a restructuring that would reduce
total debt by $1.3 billion and resolve opioid-related claims
against them.
Mallinckrodt plc disclosed $9,584,626,122 in assets and
$8,647,811,427 in liabilities as of Sept. 25, 2020.
Judge John T. Dorsey oversees the cases.
The Debtors tapped Latham & Watkins LLP and Richards, Layton &
Finger P.A. as their bankruptcy counsel; Arthur Cox and Wachtell,
Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray
LLP as litigation counsel; Torys LLP as CCAA counsel; Guggenheim
Securities LLC as investment banker; and AlixPartners LLP as
restructuring advisor. Prime Clerk, LLC, is the claims agent.
The official committee of unsecured creditors retained Cooley LLP
as its legal counsel, Robinson & Cole LLP as co-counsel, and Dundon
Advisers LLC as its financial advisor.
On Oct. 27, 2020, the U.S. Trustee for Region 3 appointed an
official committee of opioid related claimants. The OCC tapped Akin
Gump Strauss Hauer & Feld LLP as its lead counsel, Cole Schotz as
Delaware co-counsel, Province Inc. as financial advisor, and
Jefferies LLC as investment banker.
A confirmation trial for the Debtors' First Amended Joint Plan of
Reorganization was set to begin Nov. 1, 2021. The Confirmation
Hearing is slated to have two phases. Phase 1 commenced the week
of Nov. 1. Phase 2 will begin on or around the week of Nov. 15,
when the Acthar Administrative Claims Hearing proceedings conclude.
MEGIDO SERVICE: Court Approves Disclosure Statement
---------------------------------------------------
The Bankruptcy Court has entered an order approving the Disclosure
Statement of Megido Service Corp.
A hearing to consider confirmation of the Plan will be held
telephonically on Jan. 18, 2022, at 2:30 p.m. before the Honorable
Nancy Hershey Lord, United States Bankruptcy Judge, United States
Bankruptcy Court for the Eastern District of New York.
The objections to confirmation of the Plan must be filed by Jan.
11, 2022 at 4:00 p.m.
Jan. 11, 2022, is fixed as the last day for filing and serving
written objections to confirmation of the Plan.
All ballots voting in favor of or against the Plan are to be
submitted so as to be actually received by counsel for the Debtor
on or before Jan. 11, 2022 at 4:00 p.m.
The Counsel for the Debtor shall file a ballot tally and an
affidavit and/or brief in support of confirmation of the Plan by
January 12, 2022 at 12:00 p.m.
About Megido Service
Megido Service, Corp., sought Chapter 11 protection (Bankr.
E.D.N.Y. Case No. 19-44944) on Aug. 15, 2019, estimating less than
$1 million in both assets and liabilities. The LAW OFFICES OF ALLA
KACHAN, P.C., is the Debtor's counsel.
MESOBLAST LTD: Enters Into Refinancing With Oaktree Capital
-----------------------------------------------------------
Mesoblast Limited has successfully refinanced its existing senior
debt facility with a new US$90 million five year facility provided
by funds managed by Oaktree Capital Management, L.P.
Mesoblast drew the first tranche of US$60 million on closing, with
proceeds being used to repay the outstanding balance of the
existing senior debt facility with Hercules Capital, Inc. Up to an
additional US$30 million may be drawn on or before Dec. 31, 2022,
subject to certain milestones. The facility has a three-year
interest only period, at a rate of 9.75% per annum, after which
time 40% of the principal amortizes over two years and a final
payment due November 2026. Oaktree will also receive warrants to
purchase 1,769,669 American Depositary Shares (ADSs) at US$7.26 per
ADS, a 15% premium to the 30-day VWAP. The warrants may be
exercised within 7 years of issuance.
"We are pleased to have leading global investment management firm
Oaktree as our new financing partner as we focus on bringing our
first product to the US market. Oaktree has a demonstrated
partnership approach to innovative companies, making it an
excellent fit to support Mesoblast's commercial growth strategy
over the next five years," said Silviu Itescu, chief executive of
Mesoblast.
Aman Kumar, co-portfolio manager of Life Sciences Lending at
Oaktree said, "We are delighted to partner with Mesoblast at this
point in its development. We recognize the quality of the
portfolio and the significant near-term milestones that could help
the company successfully commercialize its first product in the
US."
Cantor Fitzgerald & Co. acted as exclusive arranger and financial
advisor to Mesoblast in this transaction.
About Mesoblast
Headquartered in Melbourne, Australia, Mesoblast --
www.mesoblast.com -- is a developer of allogeneic (off-the-shelf)
cellular medicines for the treatment of severe and life-threatening
inflammatory conditions. The Company has leveraged its proprietary
mesenchymal lineage cell therapy technology platform to establish a
broad portfolio of late-stage product candidates which respond to
severe inflammation by releasing anti-inflammatory factors that
counter and modulate multiple effector arms of the immune system,
resulting in significant reduction of the damaging inflammatory
process. Mesoblast has locations in Australia, the United States
and Singapore and is listed on the Australian Securities Exchange
(MSB) and on the Nasdaq (MESO).
Mesoblast reported a net loss of US$98.81 million for the year
ended June 30, 2021, compared to a net loss of US$77.94 million for
the year ended June 30, 2020. As of June 30, 2021, the Company had
US$744.72 million in total assets, US$163.32 million in total
liabilities, and US$581.40 million in total equity.
Melbourne, Australia-based PricewaterhouseCoopers, the Company's
auditor since 2008, issued a "going concern" qualification in its
report dated Aug. 31, 2021, citing that additional cash inflows
will be required over the next twelve months in order to meet
forecast expenditure, including repayment of the Hercules debt
facility, that raises substantial doubt about its ability to
continue as a going concern.
MESOBLAST LTD: Incurs US$22.65 Million Net Loss in First Quarter
----------------------------------------------------------------
Mesoblast Limited reported a net loss of US$22.65 million on
US$3.59 million of revenue for the three months ended Sept. 30,
2021, compared to a net loss of US$24.54 million on US$1.31 million
of revenue for the three months ended Sept. 30, 2020.
As of Sept. 30, 2021, the Company had US$721.82 million in total
assets, US$162.07 million in total liabilities, and US$559.75
million in total equity.
"We are pleased to have entered into a strategic financing
partnership with leading global investment management firm Oaktree
Capital as we focus on bringing our first product to the US market
and in line with our commercial growth strategy over the next five
years," said Silviu Itescu, chief executive of Mesoblast.
The Company held total cash reserves of $116.0 million as of Sept.
30, 2021. On Nov. 19, 2021 the Company entered into a refinancing
and expansion of its senior debt facility. Its existing senior
debt facility has been refinanced with a new $90.0 million
five-year facility provided by Oaktree. The Oaktree transaction
provides for up to $90.0 million in borrowings, the first tranche
of $60.0 million was drawn on closing. $55.4 million of these
proceeds have been used to discharge our obligations under the
Hercules loan. The facility has a three-year interest only period,
at a rate of 9.75% per annum, after which time 40% of the principal
is payable over two years and a final payment due no later than
November 2026.
Management and the directors believe that the Company's existing
cash reserves are sufficient to meet its ongoing operations during
the next twelve months, and that the cash runway will be extended
beyond twelve months by accessing up to $40.0 million available to
be drawn from its existing loan arrangements, subject to certain
milestones, and/or by completing one or more strategic
partnerships.
A full-text copy of the Form 6-K as filed with the Securities and
Exchange Commission is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001345099/000156459021058156/meso-6k_20210930.htm
About Mesoblast
Headquartered in Melbourne, Australia, Mesoblast --
www.mesoblast.com -- is a developer of allogeneic (off-the-shelf)
cellular medicines for the treatment of severe and life-threatening
inflammatory conditions. The Company has leveraged its proprietary
mesenchymal lineage cell therapy technology platform to establish a
broad portfolio of late-stage product candidates which respond to
severe inflammation by releasing anti-inflammatory factors that
counter and modulate multiple effector arms of the immune system,
resulting in significant reduction of the damaging inflammatory
process. Mesoblast has locations in Australia, the United States
and Singapore and is listed on the Australian Securities Exchange
(MSB) and on the Nasdaq (MESO).
Mesoblast reported a net loss of US$98.81 million for the year
ended June 30, 2021, compared to a net loss of US$77.94 million for
the year ended June 30, 2020. As of June 30, 2021, the Company had
US$744.72 million in total assets, US$163.32 million in total
liabilities, and US$581.40 million in total equity.
MONUMENT ACADEMY: S&P Lowers 2014 Revenue Bonds Rating to 'BB'
--------------------------------------------------------------
S&P Global Ratings lowered its underlying rating on Colorado
Educational & Cultural Facilities Authority's series 2014 revenue
bonds, issued for Monument Academy (MA) to 'BB' from 'BB+'. The
outlook is negative.
"The downgrade is based on weakened debt and financial ratios that
have resulted from increased leverage and higher carrying charges
related to Monument's expansion to a second school campus, in light
of slower-than-anticipated enrollment growth," said S&P Global
Ratings credit analyst Peter Murphy.
S&P said, "The negative outlook reflects our view of the risks
associated with Monument's expansion to a second facility, and the
additional debt burden, which relies on significant growth in
enrollment for support.
"We view the risks posed by COVID-19 to public health and safety as
an elevated social risk for the sector under our environmental,
social, and governance (ESG) factors, given potential decreases in
state funding that could occur as a result of economic pressures
and the fact Monument is highly dependent on state revenues. We
believe the school's environmental and governance risks are in line
with our view of the sector as a whole.
"We could lower the rating if, as a result of MA's growth plan,
debt service coverage and liquidity levels of the consolidated
operations continue to decrease to a level no longer commensurate
with a 'BB' rating. In addition, if the expected enrollment growth
is not achieved, resulting in failure to generate excess revenues
to adequately cover debt service, we would likely lower the
rating.
"We could revise our outlook to stable over the outlook period if
the growth in enrollment meets management targets, and combined
operations are positive, generating adequate coverage of MADS,
while maintaining sufficient liquidity. However, an upgrade is not
likely over the outlook period, given MA's current debt levels."
MULLEN AUTOMOTIVE: Ault Global Has 9.9% Stake as of Nov. 17
-----------------------------------------------------------
Ault Global Holdings, Inc. disclosed in an amended Schedule 13G
filed with the Securities and Exchange Commission that as of
Nov. 17, 2021, it beneficially owns 2,571,919 shares of common
stock of Mullen Automotive Inc., which represents 9.90 percent of
the shares outstanding.
The percentage is based upon 23,407,067 shares of common stock
issued and outstanding on Nov. 15, 2021 as provided by the issuer
and assumes conversion of shares of Series C preferred stock and
exercise of the warrants by the reporting person up to the
beneficial ownership limitation. This calculation does not include
the exercise or conversion of other outstanding securities of
Mullen Automotive owned by other security holders.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/896493/000121465921011940/p1117210sc13g.htm
About Mullen
Mullen (fka Net Element Inc.) is a Southern California-based
automotive company that owns and partners with several synergistic
businesses working toward the unified goal of creating clean and
scalable energy solutions. Mullen has evolved over the past decade
in sync with consumers and technology trends. Today, the Company
is working diligently to provide exciting EV options built entirely
in the United States and made to fit perfectly into the American
consumer's life. Mullen strives to make EVs more accessible than
ever by building an end-to-end ecosystem that takes care of all
aspects of EV ownership.
Net Element reported a net loss attributable to the Company's
stockholders of $5.94 million for the year ended Dec. 31, 2020,
compared to a net loss attributable to the Company's stockholders
of $6.46 million for the year ended Dec. 31, 2019. As of June 30,
2021, the Company had $30.77 million in total assets, $24.61
million in total liabilities, and $6.16 million in total
stockholders' equity.
NABORS INDUSTRIES: Receives $688.9M Proceeds From Notes Offering
----------------------------------------------------------------
Nabors Industries, Inc. announced the closing of the sale of its
7.375% Senior Priority Guaranteed Notes due 2027.
NII received net proceeds, after deducting estimated offering
commissions and estimated net expenses, of approximately $688.9
million. NII and Nabors Industries Ltd. intend to use the net
proceeds from this offering to repay approximately $457.5 million
of amounts outstanding under the revolving credit facility and the
remainder for general corporate purposes.
On Nov. 18, 2021, NII entered into a purchase agreement under which
NII agreed to sell $700 million aggregate principal amount of its
7.375% Senior Priority Guaranteed Notes due 2027 to Goldman Sachs &
Co. LLC, Morgan Stanley & Co. LLC, Citigroup Global Markets, Inc.,
Wells Fargo Securities, LLC, HSBC Securities (USA) Inc., Academy
Securities, Inc. and B. Dyson Capital Advisors, a Division of
Arcadia Securities, LLC. The Notes are fully and unconditionally
guaranteed by (i) Nabors Industries Ltd., (ii) each of the
subsidiaries of Nabors Bermuda that guarantee its existing 7.25%
Senior Guaranteed Notes due 2026 and 7.50% Senior Guaranteed Notes
due 2028 and (iii) certain lower tier subsidiaries of Nabors
Bermuda, other than Nabors Alaska Drilling, Inc., that guarantee
NII's revolving credit facility and do not as of the date of the
Indenture guarantee the Existing Guaranteed Notes.
NII sold the Notes to the initial purchasers in reliance on the
exemption from registration provided by Section 4(a)(2) of the
Securities Act of 1933, as amended. The initial purchasers then
sold the Notes to (i) qualified institutional buyers pursuant to
the exemption from registration provided by Rule 144A and (ii)
pursuant to Regulation S under the Securities Act. NII relied on
these exemptions from registration based in part on representations
made by the initial purchasers in the purchase agreement.
The Notes are governed by an indenture, dated as of Nov. 23, 2021,
among NII, as issuer, the guarantors and Wilmington Trust, National
Association, as trustee.
The Notes will bear interest at an annual rate of 7.375% and will
mature on May 15, 2027. The Indenture includes customary
covenants, subject to significant exceptions, that limit the
ability of Nabors Bermuda and its subsidiaries to, among other
things, incur certain liens, enter into sale and leaseback
transactions, incur debt and engage in certain asset transfers. In
the event of a "change of control triggering event" (as defined in
the Indenture) with respect to the Notes, the holders of the Notes
may require NII to purchase all or a portion of their Notes at a
purchase price equal to 101% of the principal amount of the Notes
so purchased, plus accrued and unpaid interest, if any.
Prior to May 15, 2024, NII may redeem the Notes, in whole or in
part, at a price equal to 100% of the principal amount thereof plus
a "make-whole" premium and accrued and unpaid interest, if any. On
or after May 15, 2024, NII may redeem the Notes, in whole or in
part, at specified prices that decline over time, plus accrued and
unpaid interest, if any. In addition, NII may use the net cash
proceeds of one or more equity offerings to redeem up to 35% of the
aggregate principal amount of Notes prior to May 15, 2024, at a
price equal to 107.375% of the principal amount thereof plus
accrued and unpaid interest, if any.
The Notes are senior unsecured obligations of NII and will rank
pari passu in right of payment with all of NII's existing and
future unsubordinated debt and other obligations obligations,
except that the Notes are (i) effectively junior in right of
payment to any of NII's existing and future secured obligations,
including secured obligations under the revolving credit facility,
to the extent of the value of the collateral securing such
obligations thereunder, (ii) senior in right of payment to any of
NII's future subordinated debt and other obligations that are
expressly subordinated to the Notes, (iii) structurally
subordinated to the obligations of creditors, including trade
creditors, of Nabors' subsidiaries that do not guarantee the Notes,
and (iv) guaranteed on a senior unsecured basis by the Guarantors,
except that the Guarantees of the Lower Tier Notes Guarantors are
contractually subordinated in right of payment to guarantees by the
Lower Tier Notes Guarantors of certain senior guaranteed debt,
including obligations under the revolving credit facility, as a
result of a subordination agreement.
The guarantees of the Notes are (i) senior unsecured obligations of
each guarantor, other than the guarantees of the lower tier notes
guarantors, which are subordinate in right of payment to guarantees
by the lower tier notes guarantors of senior guaranteed debt, (ii)
rank pari passu in right of payment with all existing and future
senior obligations of the guarantors that are not subordinated in
right of payment to the guarantees, other than the guarantees of
the lower tier notes guarantors, which are subordinate in right of
payment to guarantees by the lower tier notes guarantors of senior
guaranteed debt, (iii) senior in right of payment to all future
obligations of the guarantors that are expressly subordinated in
right of payment of the guarantees, (iv) effectively subordinated
to all existing and future secured obligations of the guarantors to
the extent of the value of the property and assets securing such
obligations, including secured obligations under the revolving
credit facility, and (v) structurally subordinated to any existing
and future obligations of any of such guarantor's subsidiaries that
are not guarantors.
About Nabors
Nabors (NYSE: NBR) owns and operates land-based drilling rig fleets
and provides offshore platform rigs in the United States and
several international markets. Nabors also provides directional
drilling services, tubular services, performance software, and
innovative technologies for its own rig fleet and those of third
parties. Leveraging advanced drilling automation capabilities,
Nabors highly skilled workforce continues to set new standards for
operational excellence and transform the industry.
Nabors reported a net loss attributable to common shareholders of
$820.25 million for the year ended Dec. 31, 2020, compared to a net
loss attributable to common shareholders of $720.13 million for the
year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had
$5.17 billion in total assets, $3.94 billion in total liabilities,
$400.85 million in redeemable noncontrolling interest in
subsidiary, and $833.82 million in total equity.
* * *
S&P Global Ratings placed its 'CCC+' issuer credit rating on
Bermuda-based drilling contractor Nabors Industries Ltd. and all
of
its issue-level ratings on the company on CreditWatch with positive
implications to reflect the expected reduction in the outstanding
borrowings on its credit facility, as well as its forecast for a
continued improvement in its credit measures, as reported by the
TCR on Nov. 22, 2021.
Moreover, Fitch Ratings affirmed Nabors Industries, Ltd.'s and
Nabors Industries, Inc.'s (collectively, Nabors) Issuer Default
Ratings (IDRs) at 'CCC+'. Nabors' IDR reflects the proposed note
issuance, which is expected to improve the near-term liquidity
profile and allow for extension of the revolver maturity, the
modest improvements in near-term rig activity and Nabors’
high-quality rig portfolio.
NANO MAGIC: Incurs $758K Net Loss in Third Quarter
--------------------------------------------------
Nano Magic Holdings Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $757,569 on $691,717 of total revenues for the three months
ended Sept. 30, 2021, compared to a net loss of $110,610 on $1.10
million of total revenues for the three months ended Sept. 30,
2020.
For the nine months ended Sept. 30, 2021, the Company reported a
net loss of $860,769 on $4.37 million of total revenues compared to
a net loss of $770,703 on $2.70 million of total revenues for the
nine months ended Sept. 30, 2020.
As of Sept. 30, 2021, the Company had $5.02 million in total
assets, $2.56 million in total liabilities, and $2.46 million in
total stockholders' equity.
The Company had working capital of $1,549,985 and $1,014,971 of
unrestricted cash as of Sept. 30, 2021 and working capital of
$633,572 and $288,134 of unrestricted cash as of Dec. 31, 2020.
Net cash used by operating activities was $641,196 for the nine
months ended Sept. 30, 2021 as compared to net cash used in
operating activities of $914,670 for the nine months ended Sept.
30, 2020, a net change of $273,474 or 30%. Net cash used by
operating activities for the nine months ended Sept. 30, 2021
primarily resulted from net loss of $860,769 adjusted for add-backs
of $504,778 and changes in operating assets and liabilities of
$285,205.
Net cash flow used by investing activities was $104,827 for the
nine months ended Sept. 30, 2021 and $937,145 for the nine months
ended Sept. 30, 2020.
Net cash provided by financing activities was $1,472,860 for the
nine months ended Sept. 30, 2021 reflecting $1,500,800 in proceeds
from sales of common stock and warrants, as compared to net cash
provided of $2,534,443 for the same period in 2020.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/891417/000149315221029317/form10-q.htm
About Nano Magic
Headquartered in Madison Heights, Michigan Nano Magic --
www.nanomagic.com -- develops, commercializes and markets consumer
and industrial products powered by nanotechnology that solve
everyday problems for customers in the optical, transportation,
military, sports and safety industries.
Nano Magic reported a net loss of $781,055 for the year ended Dec.
31, 2020, compared to a net loss of $964,987 for the year ended
Dec. 31, 2019. As of June 30, 2021, the Company had $6.04 million
in total assets, $2.94 million in total liabilities, and $3.10
million in total stockholders' equity.
NATURE COAST: Taps The Hogan Law Firm as Special Board Counsel
--------------------------------------------------------------
Nature Coast Emergency Medical Foundation, Inc. seeks approval from
the U.S. Bankruptcy Court for the Middle District of Florida to
hire The Hogan Law Firm as special board counsel.
The Debtor requires the assistance of a special counsel to:
(a) continue in negotiating the transition agreement with
Citrus County, Florida;
(b) continue in overseeing the windup of the Debtor's
self-funding health plans, pension plans, and other employee
benefit plans; and
(c) continue in attending the board-related matters
The firm's hourly rates are as follows:
Non-litigation matters $250 per hour
Transactional matters $250 per hour
Litigation matters $325 per hour
Paralegal $100 per hour
Jennifer Rey, Esq., the firm's attorney who will be providing the
services, disclosed in a court filing that she is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Jennifer Rey, Esq.
The Hogan Law Firm
20 South Broad Street
Brooksville, FL 34601
Tel.: 352.799.8423
Fax: 352.799.8294
Email: info@hoganlawfirm.com
About Nature Coast
Nature Coast Emergency Medical Foundation, Inc.
--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.
Nature Coast Emergency Medical Foundation sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
21-02357) on Oct. 2, 2021, listing $7,016,218 in total assets and
$4,730,723 in total liabilities. Mary Hedges, president of Nature
Coast Emergency Medical Foundation, signed the petition.
Judge Roberta A. Colton oversees the case.
David S. Jennis, Esq., at David Jennis, PA, doing business as
Jennis Morse Etlinger, is the Debtor's bankruptcy counsel while The
Hogan Law Firm serves as the special board counsel. Fitch &
Associates, LLC is the Debtor's financial and operational
consultant.
NEONODE INC: Peter Lindell Reports 13.3% Equity Stake
-----------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Peter Lindell disclosed that as of Nov. 17, 2021, he
beneficially owns an aggregate of 1,799,032 shares of common stock
of Nenode, Inc. (representing 13.3%) while Cidro Forvaltning AB
disclosed that it beneficially owns an aggregate of 1,779,032
shares of common stock of the issuer (representing 13.1%). The
percentages are based on 13,561,217 shares of common stock
outstanding on Nov. 10, 2021.
Mr. Lindell currently serves as chief executive officer of Cidro
Holding, a private holding company. The principal business of
Cidro Forvaltning AB is investment holding.
On Nov. 15, 2021, Mr. Lindell sold 14,130 shares of common stock
held by him personally to Cidro Forvaltning AB.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/87050/000121390021060315/ea150922-13da4lindell_neono.htm
About Neonode
Neonode Inc. (NASDAQ:NEON) -- http://www.neonode.com-- develops
user interface and optical interactive touch and gesture solutions.
Its patented technology offers multiple features including the
ability to sense an object's size, depth, velocity, pressure, and
proximity to any type of surface.
Neonode reported a net loss attributable to the Company of $5.6
million for the year ended Dec. 31, 2020, compared to a net loss
attributable to the Company of $5.30 million for the year ended
Dec. 31, 2019. As of Sept. 30, 2021, the Company had $10.23
million in total assets, $3.16 million in total liabilities, and
$7.07 million in total stockholders' equity.
NORTHERN OIL: Issues Additional $200M 8.125% Senior Notes Due 2028
------------------------------------------------------------------
Northern Oil and Gas, Inc. issued an additional $200,000,000 in
aggregate principal amount of the Company's 8.125% senior notes due
2028.
The Additional 2028 Notes were sold in the United States to persons
reasonably believed to be qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended, or
outside the United States pursuant to Regulation S under the
Securities Act.
The Company intends to use the net proceeds from the offering of
the Additional 2028 Notes to repay a portion of the outstanding
borrowings under its revolving credit facility.
First Supplemental Indenture
The Additional 2028 Notes were issued pursuant to the first
supplemental indenture, dated as of Nov. 15, 2021, between the
Company and Wilmington Trust, National Association, as trustee.
The First Supplemental Indenture supplements the indenture, dated
as of Feb. 18, 2021, between the Company and the Trustee.
The Additional 2028 Notes and the $550,000,000 in aggregate
principal amount of the Company's 8.125% senior notes due 2028,
which were issued under the Base Indenture on Feb. 18, 2021, have
the same CUSIP numbers, rank pari passu in right of payment and
constitute a single class of securities for all purposes under the
Indenture including, without limitation, waivers, amendments,
redemptions and offers to purchase. The Additional 2028 Notes will
be fungible with the Existing 2028 Notes and, other than the
settlement date, offering price, initial interest payment date and
the date from which interest begins to accrue, have identical terms
to the Existing 2028 Notes.
Interest and Maturity
The Notes will mature on March 1, 2028, and interest on the
Additional 2028 Notes is payable semi-annually in arrears on each
March 1 and September 1, commencing March 1, 2022, to holders of
record on the February 15 and August 15 immediately preceding the
related interest payment date, at a rate of 8.125% per annum. The
interest payment to be made with respect to the Additional 2028
Notes on March 1, 2022 will include interest deemed to have accrued
from and including Sept. 1, 2021 to, but excluding, the issue date
of the Additional 2028 Notes.
Optional Redemption
At any time prior to March 1, 2024, the Company may, on any one or
more occasions, redeem up to 35% of the aggregate principal amount
of Notes, upon not less than 15 or more than 60 days' notice, at a
redemption price of 108.125% of the principal amount of the Notes
redeemed, plus accrued and unpaid interest, if any, to the
redemption date (subject to the right of holders of record on the
relevant record date to receive interest due on an interest payment
date that is on or prior to the redemption date), in an amount not
greater than the net cash proceeds of one or more equity offerings
by the Company, provided that (i) at least 65% of the aggregate
principal amount of Notes issued under the Indenture (including any
Additional Notes (as defined in the Indenture) but excluding Notes
held by the Company and its Subsidiaries (as defined in the
Indenture)) remains outstanding immediately after the occurrence of
such redemption (unless all Notes are redeemed substantially
concurrently) and (ii) the redemption occurs within 180 days of the
date of the closing of each such equity offering. In addition,
prior to March 1, 2024, the Company may redeem all or a part of the
Notes, on any one or more occasions, upon not less than 15 or more
than 60 days' notice, at a redemption price equal to 100% of the
principal amount of the Notes redeemed, plus an applicable
make-whole premium and accrued and unpaid interest, if any, to, but
excluding, the redemption date (subject to the right of holders of
record on the relevant record date to receive interest due on an
interest payment date that is on or prior to the redemption date).
On or after March 1, 2024, the Company may redeem all or a part of
the Notes, on any one or more occasions, upon not less than 15 or
more than 60 days' notice, at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and
unpaid interest, if any, on the Notes redeemed to, but excluding,
the applicable redemption date (subject to the right of holders of
record on the relevant record date to receive interest due on an
interest payment date that is on or prior to the redemption date),
if redeemed during the twelve-month period beginning on March 1 of
the years indicated below:
YEAR REDEMPTION PRICE
2024 104.063%
2025 102.031%
2026 and thereafter 100.000%
Change of Control
If a Change of Control Triggering Event (as defined in the
Indenture) occurs, each holder of Notes may require the Company to
repurchase all or any part of that holder's Notes for cash at a
price equal to 101% of the aggregate principal amount of the Notes
repurchased, plus any accrued and unpaid interest on the Notes
repurchased to, but excluding, the date of purchase (subject to the
right of holders of record on the relevant record date to receive
interest due on the relevant interest payment date on or prior to
the date of purchase).
Certain Covenants
The Indenture contains covenants that, among other things, limit
the Company's ability and the ability of its restricted
subsidiaries, if any, to: (i) incur or guarantee additional
indebtedness or issue certain types of preferred stock; (ii) pay
dividends or distributions in respect of equity interests or
redeem, repurchase or retire equity securities or subordinated
indebtedness; (iii) transfer or sell certain assets; (iv) make
investments; (v) create liens to secure indebtedness; (vi) enter
into agreements that restrict dividends or other payments from any
non-guarantor subsidiary to the Company; (vii) consolidate with or
merge with or into, or sell substantially all of the Company's
assets to, another person; (viii) enter into transactions with
affiliates; and (ix) create unrestricted subsidiaries. These
covenants are subject to a number of important exceptions and
qualifications, and many of these covenants will be terminated if
the Notes achieve an investment grade rating from either Moody's
Investors Services, Inc. or S&P Global Ratings.
Events of Default
The Indenture contains customary events of default, including, but
not limited to: (i) default for 30 days in the payment when due of
interest on the Notes; (ii) default in payment when due of the
principal of, or premium, if any, on the Notes; (iii) failure by
the Company or certain of its subsidiaries, if any, to comply with
certain of their respective obligations, covenants or agreements
contained in the Notes or the Indenture, subject to certain notice
and grace periods; (iv) failure by the Company or any of its
restricted subsidiaries to pay indebtedness within any applicable
grace period or the acceleration of any such indebtedness if the
total amount of such indebtedness exceeds $35.0 million; (v)
failure by the Company or any of its restricted subsidiaries that
is a Significant Subsidiary (as defined in the Indenture) to pay
final non-appealable judgments aggregating in excess of $35.0
million, which judgments are not paid, discharged or stayed for a
period of 60 days; (vi) except as permitted by the Indenture, any
guarantee of the Notes is held in any judicial proceeding to be
unenforceable or invalid, or ceases for any reason to be in full
force and effect, or is denied or disaffirmed by a Guarantor (as
defined in the Indenture); and (vii) certain events of bankruptcy
or insolvency described in the Indenture with respect to the
Company and its restricted subsidiaries that are Significant
Subsidiaries.
About Northern Oil and Gas
Northern Oil and Gas, Inc. -- http://www.northernoil.com-- is an
independent energy company engaged in the acquisition, exploration,
development and production of oil and natural gas properties,
primarily in the Bakken and Three Forks formations within the
Williston Basin in North Dakota and Montana.
Northern Oil reported a net loss of $906.04 million for the year
ended Dec. 31, 2020, compared to a net loss of $76.32 million for
the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company
had $1.24 billion in total assets, $1.40 billion in total
liabilities, and a total stockholders' deficit of $157.71 million.
NORTHWEST BIOTHERAPEUTICS: Posts $45.5 Million Net Income in Q3
---------------------------------------------------------------
Northwest Biotherapeutics, Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing
net income of $45.52 million on $350,000 of research and other
revenues for the three months ended Sept. 30, 2021, compared to a
net loss of $194.10 million on $216,000 of research and other
revenues for the three months ended Sept. 30, 2020.
For the nine months ended Sept. 30, 2021, the Company reported net
income of $45.81 million on $1.01 million of research and other
revenues compared to a net loss of $249.52 million on $788,000 of
research and other revenues for the nine months ended Sept. 30,
2020.
As of Sept. 30, 2021, the Company had $28.22 million in total
assets, $329.95 million in total liabilities, and a total
stockholders' deficit of $301.73 million.
Northwest stated, "We have experienced recurring losses from
operations since inception. We have not yet established an ongoing
source of revenues and must cover our operating expenses through
debt and equity financings to allow us to continue as a going
concern. Our ability to continue as a going concern depends on the
ability to obtain adequate capital to fund operating losses until
we generate adequate cash flows from operations to fund our
operating costs and obligations. If we are unable to obtain
adequate capital, we could be forced to cease operations.
We depend upon our ability, and will continue to attempt, to secure
equity and/or debt financing. We cannot be certain that additional
funding will be available on acceptable terms, or at all. Our
management determined that there was substantial doubt about our
ability to continue as a going concern within one year after the
consolidated financial statements were issued, and management's
concerns about our ability to continue as a going concern within
the year following this report persist."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1072379/000110465921139211/nwbo-20210930x10q.htm
About Northwest Biotherapeutics
Headquartered in Bethesda, MD, Northwest Biotherapeutics, Inc. --
www.nwbio.com -- is a biotechnology company focused on developing
personalized immune therapies for cancer. The Company has developed
a platform technology, DCVax, which uses activated
dendritic cells to mobilize a patient's own immune system to attack
their cancer.
The Company reported a net loss of $529.82 million for the year
ended Dec. 31, 2020, compared to a net loss of $20.81 million for
the year ended Dec. 31, 2019. As of March 31, 2021, the Company
had $32.46 million in total assets, $385.66 million in total
liabilities, and a total stockholders' deficit of $353.20 million.
Tampa, Florida-based Cherry Bekaert LLP, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated March 31, 2021, citing that the Company has recurring losses
and negative cash flows from operations that raise substantial
doubt about its ability to continue as a going concern.
OCEAN POWER: Registers 3.3M Common Shares
-----------------------------------------
Ocean Power Technologies, Inc. filed with the Securities and
Exchange Commission a Form S-3 registration statement to register
3,330,162 shares of common stock which may be offered by Mark
Gundersen, Isabella Conti and Ugo Conti Living Trust, Sundance
Living Trust U/A/D 1/17/02, et al., shareholders of the company.
The selling stockholders, which include their respective partners,
pledgees, donees (including charitable organizations), transferees
or other successors-in-interest) may offer this common stock from
time to time through public or private transactions at prevailing
market prices, at prices related to prevailing market prices or at
privately negotiated prices.
Although Ocean Power will incur expenses in connection with the
registration of the securities, the company will not receive any of
the proceeds from the sale of the shares of common stock by the
selling stockholders.
The company's common stock is quoted on the NYSE American under the
symbol "OPTT." The last reported sale price of its common stock on
Nov. 16, 2021 was $2.03 per share.
A full-text copy of the prospectus is available for free at:
https://www.sec.gov/Archives/edgar/data/1378140/000149315221029404/forms-3.htm#pri_009
About Ocean Power Technologies
Headquartered in Monroe Township, New Jersey, Ocean Power
Technologies, Inc. -- http://www.oceanpowertechnologies.com-- is
a marine power equipment, data solutions and service provider. The
Company controls the design, manufacture, sales, installation,
operations and maintenance of its solutions and services while
working closely with commercial, technical, and other development
partners that provide software, controls, mechatronics, sensors,
integration services, and marine installation services.
Ocean Power reported a net loss of $14.76 million for the 12 months
ended April 30, 2021, compared to a net loss of $10.35 million for
the 12 months ended April 30, 2020. As of July 31, 2021, the
Company had $81.19 million in total assets, $3.43 million in total
liabilities, and $77.77 million in total stockholders' equity.
ONDAS HOLDINGS: Incurs $4.9 Million Net Loss in Third Quarter
-------------------------------------------------------------
Ondas Holdings Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $4.91 million on $283,329 of net revenues for the three months
ended Sept. 30, 2021, compared to a net loss of $3.33 million on
$614,026 of net revenues for the three months ended Sept. 30,
2020.
For the nine months ended Sept. 30, 2021, the Company reported a
net loss of $10.87 million on $2.34 million of net revenues
compared to a net loss of $9.35 million on $1.97 million of net
revenues for the nine months ended Sept. 30, 2020.
As of Sept. 30, 2021, the Company had $132.69 million in total
assets, $17.76 million in total liabilities, and $114.93 million in
total stockholders' equity.
The Company has incurred losses since inception and has funded its
operations primarily through debt and the sale of capital stock.
Ondas stated, "The Company expects its business, financial
condition and results of operations will be impacted from the
COVID-19 pandemic during 2021, primarily due to the slowdown of
customer activity during 2020 and 2021, ongoing supply chain
constraints for certain critical parts, and difficulties in
attracting employees. Further, the COVID-19 pandemic is ongoing and
remains an unknown risk for the foreseeable future. The extent to
which the coronavirus may impact our business will depend on future
developments, which are highly uncertain and cannot be predicted,
including new information which may emerge concerning the severity
of the coronavirus and its variants. As a result, the Company is
unable to reasonably estimate the full extent of the impact from
the COVID-19 pandemic on its future business, financial conditions,
and results of operations. In addition, if the Company were to
experience any new impact to its operations or incur additional
unanticipated costs and expenses as a result of the COVID-19
pandemic, such operational delays and unanticipated costs and
expenses could further adversely impact the Company's business,
financial condition and results of operations during 2021."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1646188/000121390021059274/f10q0921_ondasholding.htm
About Ondas Holdings Inc.
Ondas Holdings Inc., is a provider of private wireless data and
drone solutions through its wholly owned subsidiaries Ondas
Networks Inc. and American Robotics, Inc. Ondas Networks is a
developer of proprietary, software-based wireless broadband
technology for large established and emerging industrial markets.
Ondas Networks' standards-based (802.16s), multi-patented,
software-defined radio FullMAX platform enables Mission-Critical
IoT (MC-IoT) applications by overcoming the bandwidth limitations
of today's legacy private licensed wireless networks. Ondas
Networks' customer end markets include railroads, utilities, oil
and gas, transportation, aviation (including drone operators) and
government entities whose demands span a wide range of mission
critical applications. American Robotics designs, develops, and
markets industrial drone solutions for rugged, real-world
environments. AR's Scout System is a highly automated, AI-powered
drone system capable of continuous, remote operation and is
marketed as a "drone-in-a-box" turnkey data solution service under
a Robot-as-a-Service (RAAS) business model. The Scout System is the
first drone system approved by the FAA for automated operation
beyond-visual-line-of-sight (BVLOS) without a human operator
on-site. Ondas Networks and American Robotics together provide
users in rail, agriculture, utilities and critical infrastructure
markets with improved connectivity and data collection
capabilities.
Ondas Holdings reported a net loss of $13.48 million for the year
ended Dec. 31, 2020, compared to a net loss of $19.39 million for
the year ended Dec. 31, 2019. As of June 30, 2021, the Company had
$64.92 million in total assets, $5.14 million in total liabilities,
and $59.78 million in total stockholders' equity.
PB 6, LLC: Plan is Neither Fair Nor Equitable, Fundrise Says
------------------------------------------------------------
Fundrise West Coast Opportunistic REIT, LLC, submitted an objection
to the First Amended Disclosure Statement describing First Amended
Chapter 11 Plan of the Debtor PB 6, LLC in support of Debtor's
First Amended Chapter 11 Plan in the chapter 11 case.
According to Fundrise, the Amended Plan fails to comply with 11
U.S.C. Section 1129(a)(7)'s best interest of Creditors Test.
Because Fundrise does not accept the Amended Plan, Debtor must
ensure that Fundrise receives at least what it would be entitled to
in a chapter 7, with appropriate interest on any proposed payment
stream. But, the Amended Plan fails to do this. Based on Debtor's
BOV and as indicated in its own Liquidation Analysis, Fundrise
would receive payment of 100% of its Claim in a chapter 7
liquidation. See Amended Disclosure Statement, 20. If Debtor's BOV
is correct that the Property is worth between $4,595,000 and
$5,250,000, a liquidation of the Property would pay in full (or
nearly pay in full) Fundrise's undisputed Claim of $4,658,371.01.
Yet, under the Amended Plan, Debtor proposes to pay Fundrise a
secured claim of only $4,400,000—significantly less than the 100%
recovery Fundrise would receive in a chapter 7 liquidation.
Fundrise asserts that the Amended Plan is not feasible, failing to
comply with 11 U.S.C. Section 1129(a)(11). The Amended Plan is
not feasible because Debtor has no way to pay the amounts proposed
in the Amended Plan on an ongoing basis. Debtor has no cash flow to
pay debt service and no way to pay taxes as they come due. Rather,
on the Effective Date of the Plan, as proposed by Debtor, Debtor
will have $24,179 in cash on hand, after paying administrative
claims and "other plan payments due on Effective Date." Though not
included in Debtor's feasibility analysis, Debtor will also be
required to pay the first interest-only monthly payment to Fundrise
on the Effective Date in the amount of at least $16,229. Thus,
Debtor will be unable to make ongoing payments due to Fundrise
under the Amended Plan after the month in which the Effective Date
occurs based on the current information included in the Amended
Plan and Disclosure Statement.
Fundrise points out that the Amended Plan is neither fair nor
equitable, failing to comply with 11 U.S.C. Sec. 1129(b)(2). The
Debtor proposes to pay Fundrise "approximately" $4.4 million, at an
interest rate of 4.75%, amortized over 30 years, with interest only
payments for, potentially, three years. Such treatment is not "fair
and equitable" as a matter of law. As described above, the
proposed amount of the secured claim is not supported by Debtor's
own BOV and Fundrise's undisputed Claim. Moreover, this interest
rate does not reflect the risk factors inherent and, thus, does not
include the necessary upward adjustment required by Till.
Fundrise further points out that the Amended Plan allows old equity
to retain its interest in violation of 11 U.S.C. Section
1129(b)(2)(B). In this case, the Debtor attempts to overcome the
absolute priority rule by proposing that a "$50,000 new value
contribution by the Debtor's members," and that "Debtor's members
shall also make payments to secured classes 1 and 2 as they come
due and shall pay the application fee to Urban Bay Housing, LLC
('Urban Bay') in the amount of $25,000." Though the $50,000
contribution is new and to be made in money or money's worth, it is
plainly not substantial given the amount of Fundrise's claim.
Further, it is uncertain how much, if anything, Debtor's members
are actually willing and able to pay towards plan payments as those
payments come due, so no value can be ascribed to that purported
contribution.
According to Fundrise, the Amended Disclosure Statement should not
be approved because it fails to provide adequate information upon
which Creditors can rely to make an informed judgment regarding the
Amended Plan. The Amended Disclosure Statement does not satisfy
the disclosure standards set forth in Section 1125 because it
contains certain material information that is inaccurate. The
Amended Plan and Disclosure Statement rely, in part, on the BOV
obtained by the Debtor that values the Property at between
$4,595,000 and $5,250,000. Yet, the Amended Disclosure Statement
provides that the value of the Property is only $4,000,000.
Furthermore, the Amended Disclosure Statement states that
Fundrise's claim is approximately $4,400,000 (apparently based on
the theory that $200,000 in payments to Fundrise can be recovered
as fraudulent transfers) even though there has been no objection to
Fundrise's claim in the amount of $4,658,371.01. The Amended
Disclosure Statement cannot be approved with such material
inaccuracies.
Attorney for Fundrise West Coast Opportunistic REIT, LLC:
Craig Solomon Ganz
Michael S. Myers
BALLARD SPAHR LLP
2029 Century Park East, Suite 1400
Los Angeles, CA 90067-2915
Telephone: 480.318.6701
Facsimile: 602.798.5595
E-Mail: ganzc@ballardspahr.com
E-Mail: myersm@ballardspahr.com
About PB 6 LLC
PB 6, LLC, a privately held company in Newbury Park, Calif., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case No. 21-10293) on Feb. 23, 2021. At the time of the
filing, the Debtor disclosed assets of between $1 million and $10
million and liabilities of the same range. Judge Maureen Tighe
oversees the case. Jeffrey S. Shinbrot, APLC is the Debtor's
counsel.
QUANTUM CORP: Senvest Management Reports 5.13% Equity Stake
-----------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Senvest Management, LLC and Richard Mashaal disclosed
that as of Nov. 10, 2021, they beneficially own 3,043,459 shares of
common stock of Quantum Corporation, which represent 5.13 percent
of the shares outstanding. The percentage was calculated based
upon an aggregate of 59,281,377 shares of common stock outstanding
as of Nov. 1, 2021, as reported in Quantum Corporation's Quarterly
Report on Form 10-Q for the quarterly period ended Sept. 30, 2021
filed with the SEC on Nov. 3, 2021.
The reported securities are held in the account of Senvest Master
Fund, LP and Senvest Technology Partners Master Fund, LP. Senvest
Management may be deemed to beneficially own the securities held by
the investment vehicles by virtue of its position as investment
manager of the investment vehicles. Mr. Mashaal may be deemed to
beneficially own the securities held by the investment vehicles by
virtue of his status as the managing member of Senvest Management.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/709283/000090266421005047/p21-2573sc13g.htm
About Quantum Corp.
Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com-- provides technology and services that
stores and manages video and video-like data delivering the
industry's top streaming performance for video and rich media
applications, along with low cost, high density massive-scale data
protection and archive systems. The Company helps customers
capture, create and share digital data and preserve and protect it
for decades.
Quantum reported a net loss of $35.46 million for the year ended
March 31, 2021, compared to a net loss of $5.21 million for the
year ended March 31, 2020. As of Sept. 30, 2021, the Company had
$198.46 million in total assets, $314.45 million in total
liabilities, and a total stockholders' deficit of $115.99 million.
QUOTIENT LTD: Registers 754K Common Shares Under Inducement Awards
------------------------------------------------------------------
Quotient Limited filed with the Securities and Exchange Commission
a Form S-8 registration statement to register 754,223 shares of
common stock which are reserved for issuance under the Inducement
Share Option Award and Inducement Restricted Share Unit Award.
The Registration Statement on Form S-8 was for the purpose of
registering ordinary shares of no par value of Quotient Limited
that may be issued upon the vesting of the following awards to its
newly hired Chief Financial Officer: up to (i) 341,829
performance-based restricted share units (PSUs) that will vest on
the third anniversary of the grant date up to a maximum of 150% of
the target fair market value of the PSUs, based on the level of
achievement of specific performance criteria; (ii) 205,097
restricted share units, of which 50% will vest on the first
anniversary of the grant date and the balance will vest pro rata on
each of the second and third anniversaries of the grant date; and
(iii) 207,297 share options that will vest pro rata in three annual
installments beginning on the first anniversary of the grant date.
The grant date of the awards was deferred from the employment
commencement date until after Quotient Limited completed the filing
of amended periodic reports reflecting its recently announced
financial statement restatement.
These awards were issued outside of Quotient Limited's 2014 Stock
Incentive Plan, were approved by the board of directors of the
Registrant and the Remuneration Committee of the Board and issued
pursuant to the inducement grant exception under Nasdaq Rule
5635(c)(4), as an inducement that is material to an employee's
entering into employment with the company.
A full-text copy of the prospectus is available for free at:
https://www.sec.gov/Archives/edgar/data/1596946/000119312521333869/d67632ds8.htm
About Quotient Limited
Penicuik, United Kingdom-based Quotient Limited is a
commercial-stage diagnostics company committed to reducing
healthcare costs and improving patient care through the provision
of innovative tests within established markets. With an initial
focus on blood grouping and serological disease screening, Quotient
is developing its proprietary MosaiQTM technology platform to offer
a breadth of tests that is unmatched by existing commercially
available transfusion diagnostic instrument platforms. The
Company's operations are based in Edinburgh, Scotland; Eysins,
Switzerland and Newtown, Pennsylvania.
Quotient Limited reported a net loss of $108.47 million for the
year ended March 31, 2021, compared to a net loss of $102.77
million for the year ended March 31, 2020. As of Sept. 30, 2021,
the Company had $249.60 million in total assets, $334.92 million in
total liabilities, and a total shareholders' deficit of $85.33
million.
REAL BRANDS: Incurs $305K Net Loss in Third Quarter
---------------------------------------------------
Real Brands Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $304,983
on $2,490 of total revenue for the three months ended Sept. 30,
2021, compared to a net loss of $287,359 on $351 of total revenue
for the three months ended Sept. 30, 2020.
For the nine months ended Sept. 30, 2021, the Company reported a
net loss of $1.84 million on $4,035 of total revenue compared to a
net loss of $641,259 on $23,865 of total revenue for the same
period a year ago.
As of Sept. 30, 2021, the Company had $2.46 million in total
assets, $1.60 million in total liabilities, and $860,822 in total
stockholders' equity.
Since its inception, the Company has raised capital through the
public and private sale of debt and equity and funding from
collaborative arrangements. At Sept. 30, 2021, the Company had
cash of $347,774 and a negative working capital of $903,903.
"We will be required to raise additional funds through public or
private financing, additional collaborative relationships or other
arrangements. We cannot be certain that our existing and available
capital resources will be sufficient to satisfy our funding
requirements through 2021. We are evaluating various options to
raise additional funds, including new equity and loans and no
assurance can be given that we will be successful.
Our financial statements have been prepared and presented on a
basis assuming we will continue as a going concern. The above
factors raise substantial doubt about our ability to continue as a
going concern," said Real Brands.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1084133/000126493121000219/real10q32021.htm
About Real Brands
Headquartered in North Providence, RI, Real Brands Inc.'s primary
business is hemp CBD oil/isolate extraction, wholesaling of CBD
oils and isolate, and production and sales of hemp-derived CBD
consumer brands. The Company's brand development strategy will be
to leverage existing Company resources into creating online sales,
licensing opportunities and a distribution network for proprietary
legal hemp.
RED RIVER WASTE: Committee Taps Rock Creek as Financial Advisor
---------------------------------------------------------------
The official committee of unsecured creditors of Red River Waste
Solutions, LP seeks approval from the U.S. Bankruptcy Court for the
Northern District of Texas to hire Rock Creek Advisors, LLC as its
financial advisor.
The firm's services include:
(a) assisting in the review and analysis of the Debtor's
"first day" orders and the budgets relating to those orders;
(b) assisting in the review of the Debtor's business models,
operations, liquidity, properties and leases, assets and
liabilities, financial condition, and prospects;
(c) assisting in the review of financial information provided
by the Debtor to the committee and its advisors and other parties;
(d) attending meetings with the Debtor, the Debtor's lenders
and creditors, the committee, and any other parties in interest as
requested;
(e) assisting in the review or preparation of information and
analysis necessary for the confirmation of a plan of
reorganization; and
(f) rendering other general business consulting services.
The firm's hourly rates are as follows:
Directors $475 - $595 per hour
Associates $250 - $400 per hour
Brian Ayers, managing director at Rock Creek Advisors, disclosed in
a court filing that he is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Brian E. Ayers
Rock Creek Advisors, LLC
555 Fifth Avenue
New York, NY 10017
Tel.: 201-315-2521
Email: bayers@rockcreekfa.com
About Red River Waste Solutions
Red River Waste Solutions LP is a Dripping Springs, Texas-based
company that provides waste management services. It also offers
solid waste and garbage pickup, recycling, industrial waste
collection, disposal, and landfill management services.
Red River Waste Solutions sought Chapter 11 protection (Bankr. N.D.
Tex. Case No. 21-42423) on Oct. 14, 2021, listing up to $50 million
in assets and up to $100 million in liabilities. James Calandra,
chief restructuring officer of Red River Waste Solutions, signed
the petition.
Marcus Alan Helt, Esq., at McDermott Will & Emery LLP, is the
Debtor's counsel.
The Debtor's official committee of unsecured creditors tapped
Womble Bond Dickinson (US), LLP as legal counsel and Rock Creek
Advisors, LLC as financial advisor.
RED RIVER WASTE: Committee Taps Womble Bond Dickinson as Counsel
----------------------------------------------------------------
The official committee of unsecured creditors of Red River Waste
Solutions LP seeks approval from the U.S. Bankruptcy Court for the
Northern District of Texas to hire Womble Bond Dickinson (US) LLP
as its legal counsel.
The firm's services include:
(a) providing legal advice as necessary with respect to the
committee's powers and duties as an official committee appointed
under Bankruptcy Code section 1102;
(b) assisting the committee in investigating the acts,
conduct, assets, liabilities, and financial condition of the
Debtor, the operation of the Debtor's businesses, potential claims,
and any other matters relevant to the case, to the sale of assets,
or to the formulation of a plan of reorganization or liquidation;
(c) participating in the formulation of the plan;
(d) providing legal advice as necessary with respect to any
disclosure statement and plan filed in this Chapter 11 case and
with respect to the process for approving or disapproving
disclosure statements and confirming or denying confirmation of a
plan;
(e) preparing legal papers;
(f) appearing in court to present necessary motions,
applications, objections and pleadings, and otherwise protecting
the interests of those represented by the committee;
(g) assisting the committee in requesting the appointment of a
trustee or examiner, should such action be necessary; and
(h) performing other legal services for the committee.
The firm's hourly rates are as follows:
Partners $325 - $995 per hour
Of Counsel $370 - $985 per hour
Senior Counsel $125 - $710 per hour
Counsel $100 - $740 per hour
Associates $285 - $755 per hour
Paralegals $50 - $500 per hour
Matthew Ward, Esq., the firm's attorney who will be providing the
services, disclosed in a court filing that he is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Matthew P. Ward, Esq.
Womble Bond Dickinson (US) LLP
1313 North Market Street, Suite 1200
Wilmington, DE 19801
Telephone: (302) 252-4320
Facsimile: (302) 252-4330
Email: matthew.ward@wbd-us.com
About Red River Waste Solutions
Red River Waste Solutions LP is a Dripping Springs, Texas-based
company that provides waste management services. It also offers
solid waste and garbage pickup, recycling, industrial waste
collection, disposal, and landfill management services.
Red River Waste Solutions sought Chapter 11 protection (Bankr. N.D.
Tex. Case No. 21-42423) on Oct. 14, 2021, listing up to $50 million
in assets and up to $100 million in liabilities. James Calandra,
chief restructuring officer of Red River Waste Solutions, signed
the petition.
Marcus Alan Helt, Esq., at McDermott Will & Emery LLP, is the
Debtor's legal counsel.
The Debtor's official committee of unsecured creditors tapped
Womble Bond Dickinson (US) LLP as legal counsel and Rock Creek
Advisors, LLC as financial advisor.
RIZZO & RESTUCCIA: Unsecured Creditors to Get $195K
---------------------------------------------------
Rizzo & Restuccia, P.C., submitted a First Amended Chapter 11 Plan
of Reorganization.
Prior to the Petition Date, the Debtor's principal Nicholas
Restuccia contributed $35,000 to the Debtor. Class 1- General
Unsecured Claims totaling $1,961,647. Each holder of the Allowed
Class 1 Claim shall receive payment equal to a pro rata share of
the sum of $195,028, which the Debtor shall distribute to the
holders of the Allowed Class 1 Claims in equal quarterly
disbursements. Notwithstanding the foregoing, the holder of an
Allowed Class 1 Claim may receive such other less favorable
treatment as may be agreed upon by such holder and the Debtor.
Any distribution to General Unsecured Creditors will be from amount
remaining from the Disposable Income, if any, after payment of: (i)
the expenses of administering the Estate, (ii) the Administrative
Expense Claims, (iii) the Priority Tax Claims (if any), (iv) the
Other Priority Claims (if any), and (v) any other payment receiving
priority or administrative expense treatment. Class 1 is impaired.
This Plan will be funded with available cash or working capital,
and cash flow from ongoing business operation. The Debtor will
continue to operate in the ordinary course of business.
Counsel for the Debtor:
John F. Sommerstein
1091 Washington Street
Gloucester, MA 01930
Tel: (617) 523-7474
E-mail: jfsommer@aol.com
A copy of the Disclosure Statement dated Nov. 24, 2021, is
available at https://bit.ly/3DUUjeB from PacerMonitor.com.
About Rizzo & Restuccia
Rizzo & Restuccia, P.C., a Massachusetts-based accounting firm,
filed a petition for Chapter 11 protection (Bankr. D. Mass. Case
No. 21-40188) on March 16, 2021, listing under $1 million in both
assets and liabilities. Judge Christopher J. Panos oversees the
case. The Law Offices of John F. Sommerstein represents the Debtor
as legal counsel.
SEMILEDS CORP: Reports Q4, Fiscal Year End 2021 Financial Results
-----------------------------------------------------------------
SemiLEDs Corporation announced its financial results for the fourth
quarter and full year of fiscal year 2021, ended Aug. 31, 2021.
Revenues for both the fourth quarter and third quarter of fiscal
2021 were $1.4 million. GAAP net loss attributable to SemiLEDs
stockholders for the fourth quarter of fiscal 2021 increased to
$1.8 million, or $(0.42) per diluted share, compared to a net loss
of $64 thousand, or $(0.02) per diluted share, in the third quarter
of fiscal 2021.
GAAP gross margin for the fourth quarter of fiscal 2021 decreased
to 11%, compared with gross margin for the third quarter of fiscal
2021 of 46%. Operating margin for the fourth quarter of fiscal
2021 decreased to negative 135%, compared with negative 41% for the
third quarter of fiscal 2021. The Company's cash and cash
equivalents were $4.8 million at Aug. 31, 2021, compared to $1.7
million at the end of the third quarter of fiscal 2021.
The Company is unable to forecast revenues for the first quarter
ending Nov. 30, 2021 at this time given the continuing uncertain
impact of COVID-19 on the economy and the Company.
Revenues for fiscal year 2021 decreased to $4.7 million, compared
to $6.1 million in fiscal year 2020. GAAP net loss attributable to
SemiLEDs stockholders for fiscal year 2021 increased to $2.9
million, or $(0.68) per diluted share, compared to a net loss of
$544,000, or $(0.15) per diluted share, in fiscal year 2020.
GAAP gross margin for fiscal year 2021 decreased to 22%, compared
with gross margin for fiscal year 2020 of 26%. Operating margin
for fiscal year 2021 decreased to negative 83%, compared with
negative 34% in fiscal year 2020. The Company's cash and cash
equivalents were $4.8 million as of Aug. 31, 2021, compared to $2.8
million as of Aug. 31, 2020.
About SemiLEDs
Headquartered in Miao-Li County, Taiwan, R.O.C., SemiLEDs --
http://www.semileds.com-- develops and manufactures LED chips and
LED components for general lighting applications, including street
lights and commercial, industrial, system and residential lighting,
along with specialty industrial applications such as ultraviolet
(UV) curing, medical/cosmetic, counterfeit detection, horticulture,
architectural lighting and entertainment lighting.
SemiLEDs reported a net loss of $547,000 for the year ended Aug.
31, 2020, compared to a net loss of $3.56 million for the year
ended Aug. 31, 2019. As of May 31, 2021, the Company had $15.64
million in total assets, $14.07 million in total liabilities, and
$1.57 million in total equity.
KCCW Accountancy Corp., in Diamond Bar, California, the Company's
auditor since 2019, issued a "going concern" qualification in its
report dated Nov. 17, 2020, citing that the Company incurred
recurring losses from operations and has an accumulated deficit,
which raises substantial doubt about its ability to continue as a
going concern.
SOUTHWESTERN ENERGY: Moody's Affirms 'Ba2' CFR, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service affirmed Southwestern Energy Company's
Ba2 corporate family rating, its Ba2-PD probability of default
rating, and the Ba3 senior unsecured debt ratings. At the same
time, Moody's assigned a Baa2 rating to the company's proposed new
$550 million senior secured first lien term loan due 2027. The
outlook is stable.
Proceeds from the proposed first lien term loan will be used to
help fund the acquisition of GEP Haynesville, LLC (GEP) in a
transaction expected to close by year-end 2021.
Affirmations:
Issuer: Southwestern Energy Company
Corporate Family Rating, Affirmed Ba2
Probability of Default Rating, Affirmed Ba2-PD
Commercial Paper, Affirmed NP
Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD4)
Assignments:
Issuer: Southwestern Energy Company
Senior Secured 1st Lien Term Loan, Assigned Baa2
Outlook Actions:
Issuer: Southwestern Energy Company
Outlook, Remains Stable
RATINGS RATIONALE
The proposed $550 million first lien term loan is rated Baa2, three
notches above the Ba2 CFR, as it will have first lien security over
all assets and will be pari passu with Southwestern's ABL revolver
with $2 billion borrowing base. Southwestern's senior unsecured
notes are rated Ba3, one notch beneath its CFR, as a result of the
secured nature and the size of the priority claim of the company's
secured debt.
Southwestern's Ba2 CFR is supported by its sizeable production and
reserves base, improved geographic diversification and access to
international markets, supportive hedges against downside risk, and
lack of sizeable near term debt maturities. Southwestern benefits
from its low cost structure and good capital efficiency which allow
it to continue to have supportive credit metrics in times of
commodity price volatility. Southwestern's proposed acquisition of
GEP should also help maintain its leverage metrics and improve free
cash flow generation while adding to production and proved
reserves. The acquisitions of GEP and Indigo are favorable as they
add higher margin production and provide basin diversification.
However, Southwestern will remain challenged by its natural gas
weighted production profile (about 88% of expected production) and
high reserves concentration.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could consider an upgrade if Southwestern successfully
integrates its Haynesville acquisitions, sustains retained cash
flow to debt over 35% and the leveraged full-cycle ratio (LFCR)
approaches 2x in a commodity price environment in the middle of
Moody's medium term price ranges. The Ba2 CFR could be downgraded
if the retained cash flow to debt ratio drops below 20% or if LFCR
falls below 1x for a sustained period.
Southwestern Energy Company is a US independent exploration and
production (E&P) company headquartered in Houston, Texas.
The principal methodology used in these ratings was Independent
Exploration and Production published in August 2021.
STATEWIDE AMBULETTE: Taps Law Office of Charles A. Higgs as Counsel
-------------------------------------------------------------------
Statewide Ambulette Service, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire The
Law Office of Charles A. Higgs to serve as legal counsel in its
Chapter 11 case.
The firm's hourly rates are as follows:
Charles A. Higgs, Esq. $400 per hour
Paraprofessionals $200 per hour
The Debtor paid $15,000 to the firm as a retainer fee.
Mr. Higgs, the firm's attorney who will be providing the services,
disclosed in a court filing that he is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Charles A. Higgs, Esq.
Law Office of Charles A. Higgs
44 S. Broadway, Suite 100
White Plains, NY 10601
Tel.: (917) 673-3768
Email: Charles@FreshStartEsq.com
About Statewide Ambulette
Statewide Ambulette Service, Inc. filed a petition for Chapter 11
protection (Bankr. S.D. N.Y. Case No. 21-22586) on Oct. 18, 2021,
listing up to $500,000 in assets and up to $10 million in
liabilities. Alan Hebel, president, signed the petition.
Judge Robert D. Drain oversees the case.
The Debtor tapped The Law Office of Charles A. Higgs as legal
counsel.
STEM HOLDINGS: Chief Operating Officer Resigns
----------------------------------------------
Ellen B. Deutsch resigned as executive vice president and chief
operating officer of Stem Holdings, Inc., with immediate effect.
Ms. Deutsch tendered her resignation, which was accepted by the
company's Board of Directors, to pursue other interests. She
agreed to work with the company on an orderly transition of her
responsibilities to other members of management.
No successor has been appointed at this time.
About Stem Holdings
Headquartered in Boca Raton, Florida, Stem Holdings, Inc. --
http://www.stemholdings.com-- is a multi-state, vertically
integrated, cannabis company that, through its subsidiaries and its
investments, is engaged in the manufacture, possession, use, sale,
distribution or branding of cannabis, and holds licenses in the
adult use and medical cannabis marketplace in the states of Oregon,
Nevada, California, Oklahoma and Massachusetts.
Stem Holdings reported a net loss of $11.49 million for the year
ended Sept. 30, 2020, compared to a net loss of $28.98 million for
the year ended Sept. 30, 2019. As of June 30, 2021, the Company had
$118.31 million in total assets, $28.05 million in total
liabilities, and $90.26 million in total shareholders' equity.
LJ Soldinger Associates, LLC, in Deer Park, IL, the Company's
auditor since 2017, issued a "going concern" qualification in its
report dated Dec. 24, 2020, citing that the Company and its
affiliates, had net losses of $11.5 million and $28.985 million,
negative working capital of $9.235 million and $2.635 million and
accumulated deficits of $51.386 million and $40.384 million as of
and for the year ended Sept. 30, 2020 and 2019, respectively. In
addition, the Company has commenced operations in the production
and sale of cannabis and related products, an activity that is
illegal under United States Federal law for any purpose, by way of
Title II of the Comprehensive Drug Abuse Prevention and Control Act
of 1970, otherwise known as the Controlled Substances Act of 1970.
These facts raises substantial doubt as to the Company's ability to
continue as a going concern.
TIANJIN JAHO: Taps Thomas Rinow of HomeSmart as Real Estate Broker
------------------------------------------------------------------
Tianjin Jaho Investment, Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of Washington to hire
Thomas Rinow, a broker at HomeSmart ION Realty Group, to list and
sell its property located at 10111 9th Ave. West, Everett, Wash.
The firm will receive a 3 percent brokerage commission from the
sale of the property.
Mr. Rinow disclosed in a court filing that he is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Thomas Rinow
HomeSmart ION Realty Group
4114 198th St SW
Lynnwood, WA 98036
Tel: +1 425-530-4145
Email: thomas.rinow@gmail.com
About Tianjin Jaho Investment
Houston-based Tianjin Jaho Investment, Inc. filed its voluntary
petition for Chapter 11 protection (Bankr. W.D. Wash. Case No.
21-11047) on May 26, 2021, listing as much as $50 million in both
assets and liabilities. Charles Xi, president, signed the
petition.
Judge Christopher M. Alston presides over the case.
The Debtor hired Salish Sea Legal, PLLC and the Law Office of
Christopher L. Young as its bankruptcy counsel, and The Rental
Connection Inc. as its property manager and leasing agent. It also
tapped the services of Paul Taggart, an accountant practicing in
Everett, Wash.
UNIVERSAL FUNDING: Seeks to Hire Robert Pohl as Bankruptcy Counsel
------------------------------------------------------------------
Universal Funding Group, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of California to hire
Robert Pohl, Esq., an attorney practicing in Greenville, S.C., to
handle its Chapter 11 case.
Mr. Pohl's services include:
(a) providing the Debtor with legal advice with respect to its
powers and duties in the continued management and control of its
assets, and its responsibilities regarding its liabilities to its
creditors;
(b) providing legal advice to the Debtor regarding its
responsibility to provide insurance and bank account information,
to file monthly operating reports with the court, to pay quarterly
fees to the U.S. Trustee's Office, to seek and receive through its
attorney consent of the court to incur debt or sell property, to
file a plan of reorganization and disclosure statement within 180
days of the filing of the petition, and to file a final report,
accounting, and request for final decree as soon after confirmation
of the plan as is feasible, but no later than 120 days after
confirmation; and
(c) preparing legal documents relative to the bankruptcy
case.
Mr. Pohl will be paid $345 per hour while his paralegals will be
paid $75 per hour.
The attorney received a retainer fee of $5,000 from the Debtor.
Mr. Pohl disclosed in a court filing that he is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
Mr. Pohl can be reached at:
Robert A. Pohl, Esq.
Pohl, PA
P.O. Box 27290
Greenville, SC 29616
Tel: (864) 233-6294
Fax: (864) 558-5291
Email: robert@pohlpa.com
About Universal Funding
Universal Funding Group, LLC filed a petition for Chapter 11
protection (Bankr. S.D. Cal. Case No. 21-02778) on Oct. 26, 2021,
listing up to $1 million in both assets and liabilities.
Christopher Jones, managing partner, signed the petition.
Judge Helen E. Burris oversees the case.
The Debtor Robert Pohl, Esq., at Pohl, PA as legal counsel.
VIDEO RIVER: Posts $80K Net Income in Third Quarter
---------------------------------------------------
Video River Networks, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing net income
of $79,734 on $2 million of total revenue for the three months
ended Sept. 30, 2021, compared to a net loss of $42,672 on $19,035
of total revenue for the three months ended Sept. 30, 2020.
For the nine months ended Sept. 30, 2021, the Company reported net
income of $946,676 on $6.04 million of total revenue compared to a
net loss of $132,618 on $1.30 million of total revenue for the same
period a year ago.
As of Sept. 30, 2021, the Company had $3.28 million in total
assets, $2.30 million in total liabilities, and $979,189 in total
stockholders' equity.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1084475/000149315221028500/form10-q.htm
About Video River
Headquartered in Torrance, California, Video River Networks, Inc.
is a technology holding firm that operates and manages a portfolio
of Electric Vehicles, Artificial Intelligence, Machine Learning and
Robotics ("EV-AI-ML-R") assets, businesses and operations in North
America. The Company's current and target portfolio businesses and
assets include operations that design, develop, manufacture and
sell high-performance fully electric vehicles and design,
manufacture, install and sell Power Controls, Battery Technology,
Wireless Technology, and Residential utility meters and remote,
mission-critical devices mostly engineered through Artificial
Intelligence, Machine Learning and Robotic technologies NIHK's
current technology-focused business model is a result of its board
resolution on Sept. 15, 2020 to spin-in/off its specialty real
estate holding business to an operating subsidiary and then pivot
back to being a technology company.
Newhall, California-based DylanFloyd Accounting & Consulting, the
Company's auditor since 2020, issued a "going concern"
qualification in its report dated April 13, 2021, citing that the
Company has an accumulated deficit of $ 19,385,856 and a negative
cash flow from operations amounting to $82,980 for the year ended
Dec. 31, 2020. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
WB BRIDGE HOTEL: Unsecured Creditors to Get $500,000
----------------------------------------------------
WB Bridge Hotel LLC and 159 Broadway Member LLC submitted a Plan of
Reorganization.
The Plan will be funded from the sale of the Debtor's property
located at 159
Broadway, Brooklyn, New York 11211 (Block 2457, Lots 34 and 9039).
The sale proceeds will be in an amount sufficient to fund the
treatment of Administrative Expense Claims (including Fee Claims),
the 159 Broadway Mezz Junior Secured Claim, Other Priority Claims
against WB Bridge, Other Secured Claims against WB Bridge, and the
Unsecured Creditor Fund.
Holders of Class 5 WB Bridge General Unsecured Claims will each
receive a pro rata share of the Unsecured Creditor Fund on the
Closing Date, or as soon thereafter as is reasonably practicable.
Insider holders of General Unsecured Claim shall not receive any
distribution under the Plan. Class 5 is impaired. "Unsecured
Creditor Fund" means $500,000 from the sale proceeds to satisfy
Unsecured Claims against WB Bridge on a pro-rata basis.
Holders of 159 Broadway Member General Unsecured Claims in Class 10
will not receive any distribution under the Plan. Class 10 is
impaired.
Attorneys for the Debtor:
Fred B. Ringel, Esq.
ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C.
875 Third Avenue
New York, New York 10022
Tel. No.: 212-603-6300
A copy of the Plan dated Nov. 24, 2021, is available at
https://bit.ly/3HXlgR0 from PacerMonitor.com.
About WB Bridge Hotel
WB Bridge Hotel LLC and 159 Broadway Member LLC are the owners of a
hotel and residential tower project in Brooklyn's hip Williamsburg
neighborhood. The project covers a planned 26-story tower at 159
Broadway in Brooklyn, N.Y., that includes apartments and a 235-room
hotel across the street from the legendary Peter Luger Steakhouse.
The Debtors are affiliated with Hollywood, Fla.-based GC Realty
Advisors LLC. They are also affiliated with 85 Flatbush RHO Mezz
LLC, the owner of the Tillary Hotel Brooklyn, located at 85
Flatbush Extension, Brooklyn, N.Y.
WB Bridge Hotel and 159 Broadway Member sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 20-23288) on December 21,
2020. The Debtors were each estimated to have $10 million to $50
million in assets and liabilities.
Judge Robert D. Drain oversees the cases.
Robinson Brog Leinwand Greene Genovese & Gluck PC is the Debtors'
legal counsel.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases. The committee
tapped SilvermanAcampora, LLP as its legal counsel.
WESTJET AIRLINES: Moody's Alters Outlook on B3 CFR to Positive
--------------------------------------------------------------
Moody's Investors Service has changed WestJet Airlines Ltd.'s
ratings outlook to positive from negative. At the same time,
Moody's has affirmed WestJet's B3 corporate family rating, B3-PD
probability of default rating, B2 backed senior secured first-lien
term loan B (term loan B), and B2 backed senior secured first-lien
revolving credit facility (RCF).
"The positive outlook reflects our expectation that WestJet will be
able to sustain good liquidity and that continued recovery in
domestic air travel demand will strengthens WestJet's operating
performance over the next 12-24 months" said Aziz Al Sammarai,
Moody's analyst.
Affirmations:
Issuer: WestJet Airlines Ltd.
Probability of Default Rating, Affirmed B3-PD
LT Corporate Family Rating, Affirmed B3
BACKED Senior Secured 1st Lien Bank Credit Facility, Affirmed B2
(LGD3)
BACKED Senior Secured 1st Lien Term Loan, Affirmed B2 (LGD3)
Outlook Actions:
Issuer: WestJet Airlines Ltd.
Outlook, Changed To Positive From Negative
RATINGS RATIONALE
WestJet (CFR B3 positive) benefits from (1) good liquidity that
provides cushion to absorb setbacks in air travel demand recovery
from COVID-19, (2) a leading position in the duopolistic Canadian
air travel market, (3) relatively higher exposure to recovering
domestic air travel which supports strengthening of credit metrics
over the next 12-24 months, and (4) Moody's expectation that
debt/EBITDA will improve towards 5x by end 2023. WestJet is
constrained by (1) potential for COVID-19 variants that could limit
further recovery in Canadian air travel demand, (2) elevated
adjusted debt (about CAD4.5 billion in 2021), and (3) private
equity ownership that could lead to shareholder friendly
transactions.
The positive outlook reflects Moody's expectation that air travel
will continue to recover and WestJet's metrics will continue to
improve, with leverage improving towards 5x by year-end 2023.
WestJet's liquidity is good over the 12 months to September 2022.
Sources of liquidity total about of CAD2.7 billion compared to
about $1.3 billion of uses. Sources at September 2021, are
comprised of CAD1.7 billion of cash and cash equivalents (net of
restricted cash) and availability under its $350 million (about
CAD440 million) RCF maturing in 2024, and Moody's expectation of
about CAD1 billion of operating cash flow over the next 12 months.
These sources are sufficient to fund Moody's expectation of CAD1
billion of expected capital expenditure, and about CAD330 million
of mandatory annual debt and lease repayments over the next four
quarters. Moody's sources of liquidity expectation does not include
WestJet's expectation of completing sale and operating leaseback
transactions for its future aircraft deliveries or on existing
aircraft, which if completed, will provide additional liquidity.
WestJet's term loan B and RCF are secured by most its assets and
subject to a collateral coverage test where the company is
currently well above the minimum requirement. This provides WestJet
the flexibility to use some of the collateral value above the
minimum requirement to raise liquidity if needed.
The B2 ratings on WestJet's term loan B and RCF are rated one notch
above the CFR, reflecting its priority above the company's trade
payables despite constituting the bulk of the debt capital
structure. The term loan B and RCF have first lien security on
substantially all the material assets of the company, excluding
aircraft that secure Export Development Corporation (EDC) term
loans.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade
Sustained recovery in passenger demand towards pre-pandemic
levels;
Adjusted debt-to-EBITDA moves toward 5x (expected to be 5.5x in
2023);
(Funds from operations plus interest)/interest is likely to exceed
5x (expected to be 3.8x in 2023).
Factors that could lead to a downgrade
Liquidity deteriorates;
Sustained negative impact on earnings and cash flows from
softening of demand;
Debt-to-EBITDA is expected to be sustained above 6.5x (expected to
be 5.5x in 2023) in 2023;
(Funds from operations plus interest)/interest is sustained below
1.5x (expected to be 3.8x in 2023) in 2023.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Passenger
Airlines published in August 2021.
WestJet Airlines Ltd. headquartered in Calgary, Alberta, is a
private company owned by Onex Corporation, and is the
second-largest Canadian air carrier, providing scheduled passenger
services to over 100 destinations in Canada, the US, Central
America, the Caribbean and Europe. Revenue for LTM Q3 2021 was
around CAD1 billion.
WILLCO XII: FirstBank Agrees to Cash Collateral Use Thru Jan 2022
-----------------------------------------------------------------
Willco XII Development, LLLP and FirstBank, a Colorado banking
corporation, advised the U.S. Bankruptcy Court for the District of
Colorado that they have reached an agreement regarding the
extension of Willco's access to cash collateral through January 31,
2022, and now desire to memorialize the terms of this agreement
into an Agreed Order.
The parties agreed to further extend and modify the Interim Order
Authorizing Use of Cash Collateral and Providing Adequate
Protection through January 31, 2022 in accordance with the Amended
Budget.
A copy of the Stipulation is available at https://bit.ly/31hHGMm
from PacerMonitor.com.
About Willco XII Development, LLLP
Willco XII Development, LLLP, owns the hotel property at 4851
Thompson Parkway, in Johnstown Colorado, currently identified as
the Comfort Inn & Suites in Johnstown. The company is a unit of
William G. Albrecht's Spirit Hospitality, LLC.
Willco XII Development sought Chapter 11 protection (Bankr. D.
Colo. Case No. 20-16307) on Sept. 23, 2020, to stop its lender from
foreclosing on the property.
The Debtor disclosed $14.2 million in assets and $10.274 million in
liabilities as of the bankruptcy filing. The Debtor's property is
valued at $13 million and secures a $6.4 million first mortgage to
the FirstBank of Colorado and a $3.46 million second mortgage to
Wells Fargo.
Lance J. Goff represents the Debtor as the counsel.
FirstBank, as lender, is represented by Chad Caby, Esq. at LEWIS
ROCA ROTGHERBER CHRISTIE LLP.
*********
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