/raid1/www/Hosts/bankrupt/TCR_Public/211202.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, December 2, 2021, Vol. 25, No. 335
Headlines
1 BIG RED: Taps C.J. McKinney to Provide Administrative Services
2123 PARTNERS: Case Summary & 11 Unsecured Creditors
230 JACOBS: Case Summary & Unsecured Creditor
436 PRINCETON: Case Summary & Unsecured Creditor
437 PRINCETON: Case Summary & Unsecured Creditor
5019 PARTNERS: Seeks Cash Collateral Access Thru Mar 2022
55 PULASKI: Case Summary & 12 Unsecured Creditors
ADVANCED TECHNOLOGY: S&P Raises 2019 Bond Rating to 'BB+
AIRPORT HOSPITALITY: Taps Schmidt Basch as New Bankruptcy Counsel
AIT WORLDWIDE: S&P Affirms 'B' ICR on Select Express Acquisition
AMERICAN WAY: Seeks to Hire Douglas M. Engell as Legal Counsel
AMIGO CONSTRUCTION: Seeks to Hire Larson & Zirzow as Legal Counsel
ASP DREAM: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
BACK TO LIFE: Court Dismisses Ch. 11 Case for Failure to File Plan
BAYOU POINTE: Seeks Approval to Hire Tucker & Green as Accountant
BAYOU POINTE: Seeks to Hire Charles M. Wynn Law Offices as Counsel
CANACCORD GENUITY: DBRS Confirms Pfd-4 (high) CPS Rating
CARLSON TRAVEL: Latham & Watkins Advised Revolver Agent
CERTA DOSE: Taps Jeffrey Worley of Columbia Consulting as CRO
CERTA DOSE: Wins Court Nod to Use Cash Until Dec 7
CERTARA HOLDCO: S&P Affirms 'B+' ICR, Outlook Stable
CHICK LUMBER: Seeks to Use Cash Collateral Thru Mar 2022
CHRYSSOULA MARINOS-ARSENIS: NJ Justices Probe on Bankruptcy Clause
COMINAR REAL: DBRS Places BB(high) Issuer Rating Under Review
CORTLAND ENERGY: Voluntary Chapter 11 Case Summary
CYPRESS CREEK: Wins Cash Collateral Access Thru Dec. 7
DK INTERNATIONAL: Wins Cash Collateral Access
DONEGAN ENGINEERING: Seeks to Hire Coyle Law Group as Counsel
ELITE AEROSPACE: Seeks to Hire K&L Gates as Special Counsel
FACEBANK INTERNATIONAL: DBRS Confirms BB Long-Term Issuer Rating
FORD STEEL LLC: Wins Cash Collateral Access Thru Dec 6
GLOBAL CARIBBEAN: Unsecureds Will Get 63% of Claims in Plan
GLOBAL ENERGY: Seeks to Hire Coon & Cole as Bankruptcy Counsel
GLOBAL IID: S&P Affirms 'B-' Issuer Credit Rating, Outlook Stable
GRUPO AEROMEXICO: Apollo Deal 'Unfair," Junior Creditors Say
GRUPO AEROMEXICO: Updates Plan to Include Customer Claims Details
HELIUS MEDICAL: Dane Andreeff Holds 8.7% of Class A Shares
HYSTER-YALE MATERIALS: S&P Lowers ICR to 'B', on Watch Negative
II-VI INC: S&P Affirms 'BB-' ICR, Off CreditWatch Negative
INSTALLED BUILDING PRODUCTS: S&P Rates Sr. Sec. Term Loan B 'BB+'
KEYERA CORP: DBRS Confirms BB(high) Rating on Subordinated Notes
LATAM AIRLINES: UCC Says Debt Deal Wrongly Favors Top Shareholders
LECLAIRRYAN PLLC: Court Okays Trustee's $9.5M Deal With Insurer, Ex
LEDGE LLC: Seeks to Hire Gooding Law Firm as Bankruptcy Counsel
LEFT FRAME: Case Summary & 3 Unsecured Creditors
LEVANT GROUP: Wins Cash Collateral Access Thru Jan 31
LS PARENT: S&P Downgrades ICR to 'B-', Outlook Stable
MATLINPATTERSON GLOBAL: Seeks to Hire Ernst & Young as Auditor
MATTHEWS INTERNATIONAL: S&P Affirms 'BB' LT Issuer Credit Rating
NEW HOME: S&P Affirms 'B-' ICR on Acquisition by Apollo Management
NITROCRETE LLC: Seeks to Hire Polsinelli PC as Special Counsel
PACIFIC LINKS: Updates Towne Claim Pay; Plan Hearing March 21, 2022
PURDUE PHARMA:District Judge Concerned Sacklers 'Abused' Bankruptcy
QUINCY BEDFORD: Case Summary & 13 Unsecured Creditors
REVINT INTERMEDIATE: S&P Affirms 'B-' ICR, Outlook Stable
RIVERBED TECHNOLOGIES: Taps Kirkland & Ellis as Bankruptcy Counsel
RIVERBED TECHNOLOGY: Seeks to Hire Pachulski as Co-Counsel
RIVERBED TECHNOLOGY: Taps AlixPartners as Financial Advisor
RIVERBED TECHNOLOGY: Taps GLC Firms as Investment Bankers
RIVERBED TECHNOLOGY: Taps Stretto as Administrative Advisor
SECURE ACQUISITION: S&P Assigns 'B-' ICR, Outlook Stable
SEQUENTIAL BRANDS: Escapes Fines in SEC Deal
SHARP MIDCO: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
SHAWCOR LTD: S&P Assigns BB- Issuer Credit Rating, Outlook Stable
SMART BUY APPLIANCE: Case Summary & 20 Top Unsecured Creditors
SS YOUNG FITNESS: Taps Ault, Henderson & Lewis as Accountant
SUPERIOR PLUS: DBRS Confirms BB(high) Issuer Rating
TALEN ENERGY: Woos Investors to Get New Financing
TENTLOGIX INC: Unsecureds Will Get $26K per Month for 5 Years
TOBACCO COOPERATIVE: Bankruptcy Plan Vote Delayed Over Lawsuit
TOPP'S MECHANICAL: Court Denies Confirmation of 2nd Amended Plan
TRITON WATER: S&P Alters Outlook to Negative, Affirms 'B' ICR
TRUE ENTERPRISE: Wins Cash Collateral Access on Final Basis
TXD INTERNATIONAL: Seeks to Hire IFA Taxes as Accountant
U.S. TOBACCO: Unsecured Creditors be Paid in Full or be Reinstated
VALLEY HOSPICE: Farmers Sue UMB Bank for Seizing Grain Harvest
VERANO RECOVERY: Seeks to Hire Hoffman Co. as Real Estate Broker
VOS CRE I: Seeks Approval to Hire DGIM Law as Bankruptcy Counsel
[^] Recent Small-Dollar & Individual Chapter 11 Filings
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1 BIG RED: Taps C.J. McKinney to Provide Administrative Services
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1 Big Red, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Kansas to hire C.J. McKinney, owner of Alpha One
Property Management, LLC, to provide administrative services.
The services include managing the debtor-in-possession account,
preparing monthly reports, and assisting the Debtor with real
estate closings.
Ms. McKinney's current rate is $50 per hour.
In court papers, Ms. McKinney disclosed that she is "disinterested"
within the meaning of Section 101(14) of the Bankruptcy Code.
Ms. McKinney can be reached at:
C.J. McKinney
5342 Clark Dr.
Roeland Park, KS 66205
About 1 Big Red LLC
1 Big Red, LLC, a Kansas City, Mo.-based company engaged in
activities related to real estate, filed a petition for Chapter 11
protection (Bankr. D. Kan. Case No. 21-20044) on Jan. 15, 2021,
listing $2.5 million in assets and $3,094,099 in liabilities.
Judge Robert D. Berger oversees the case.
Colin Gotham, Esq., at Evans & Mullinix, P.A. and Baker Sterchi
Cowden and Rice, LLC serve as the Debtor's bankruptcy counsel and
special counsel, respectively. The Debtor also tapped C.J.
McKinney, owner of Alpha One Property Management, LLC, to provide
administrative services.
2123 PARTNERS: Case Summary & 11 Unsecured Creditors
----------------------------------------------------
Debtor: 2123 Partners LP
15 Hopping Avenue
Staten Island, NY 10307
Business Description: 2123 Partners 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.: 21-42983
Judge: Hon. Nancy Hershey Lord
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
E-mail: courts@nybankruptcy.net
Total Assets: $5,533,000
Total Liabilities: $3,046,630
The petition was signed by Corey M. Berman as limited partner.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 11 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/JJCRMIQ/2123_Partners_LP__nyebke-21-42983__0001.0.pdf?mcid=tGE4TAMA
230 JACOBS: Case Summary & Unsecured Creditor
---------------------------------------------
Debtor: 230 Jacobs Creek, LLC
2115 Hamilton Avenue
Trenton, NJ 08619
Business Description: 230 Jacobs Creek is primarily engaged in
renting and leasing real estate properties.
Chapter 11 Petition Date: November 30, 2021
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 21-19232
Debtor's Counsel: Scott E. Kaplan, Esq.
LAW OFFICES OF SCOTT E. KAPLAN, LLC
5 S. Main Street, P.O. Box 157
Allentown, NJ 08501
Tel: 609-259-1112
Fax: 609-259-5600
E-mail: scott@sekaplanlaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Patricia Pulaski as managing member.
The Debtor listed MCRW Associates as its sole unsecured creditor
holding a claim of $355,000.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/BM5ELKA/230_Jacobs_Creek_LLC__njbke-21-19232__0001.0.pdf?mcid=tGE4TAMA
436 PRINCETON: Case Summary & Unsecured Creditor
------------------------------------------------
Debtor: 436 Princeton Avenue, LLC
2115 Hamilton Avenue
Trenton, NJ 08619
Business Description: 436 Princeton Avenue, LLC is primarily
engaged in renting and leasing real estate
properties.
Chapter 11 Petition Date: November 30, 2021
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 21-19234
Debtor's Counsel: Scott E. Kaplan, Esq.
LAW OFFICES OF SCOTT E. KAPLAN, LLC
5 S. Main Street
P.O. Box 157
Allentown, NJ 08501
Tel: 609-259-1112
Fax: 609-259-5600
Email: scott@sekaplanlaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Patricia Pulaski as managing member.
The Debtor listed MCRW Associates as its sole unsecured creditor
holding a claim of $650,000.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/BKUU57A/436_Princeton_Avenue_LLC__njbke-21-19234__0001.0.pdf?mcid=tGE4TAMA
437 PRINCETON: Case Summary & Unsecured Creditor
------------------------------------------------
Debtor: 437 Princeton Avenue, LLC
2115 Hamilton Avenue
Trenton, NJ 08619
Business Description: 437 Princeton Avenue, LLC is primarily
engaged in renting and leasing real estate
properties.
Chapter 11 Petition Date: November 30, 2021
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 21-19236
Debtor's Counsel: Scott E. Kaplan, Esq.
LAW OFFICES OF SCOTT E. KAPLAN, LLC
5 S. Main Street, P.O. Box 157
Allentown, NJ 08501
Tel: 609-259-1112
Fax: 609-259-5600
Email: scott@sekaplanlaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Patricia Pulaski as managing member.
The Debtor listed MCRW Associates as its sole unsecured creditor
holding a claim of $650,000.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/BWJIE3Q/437_Princeton_Avenue_LLC__njbke-21-19236__0001.0.pdf?mcid=tGE4TAMA
5019 PARTNERS: Seeks Cash Collateral Access Thru Mar 2022
---------------------------------------------------------
5019 Partners, LLC asks the U.S. Bankruptcy Court for the Central
District of California, Los Angeles Division, for authority to use
cash collateral on an interim basis through March 31, 2022, in
accordance with the budget, with a 10% variance.
Th budget provided for $1,420 in total expenses for the period from
December 1, 2021 to March 31, 2022.
The Debtor seeks authority to use the revenues generated by payment
of rent by tenants occupying the Debtor's residential rental
property located at 5019 Genesta Avenue in Encino, CA 91316. The
Debtor says the funds may constitute cash collateral of the first
secured creditor, Bank of New York Mellon Bank.
Payments on the first mortgage for the Property were not current at
the time the bankruptcy case was filed. Payments became delinquent
when the loan payment was based on a principal balance in excess of
the Property's value and the lender refused to consider a
modification of the loan because the Debtor was not the original
borrower. The Debtor acquired the Property, subject to the
mortgage, in a business transaction and paid the mortgage for some
years until the impasse developed over the mortgage payment,
principal balance and value of the Property. At this time the
Property remains over-encumbered by BONY's lien making it
impossible for the Debtor to refinance the Property or otherwise
reorganize the debt without court intervention. At the time the
case was filed, BONY was preparing to sell the Property. The
Debtor also had an opportunity to shortsell the Property (and is
willing to do so).
The Debtor believes the value of the Property is approximately
$1,000,000. The balance of BONY's mortgage is approximately
S1,900,000. BONY refuses to accept payments on the mortgage. The
Debtor says it would be agreeable to tendering adequate protection
payments.
The Debtor says it will separately negotiate and fund an adequate
protection payment to the lender, however, for the present the
Debtor is seeking permission to use the rent in order to pay
expenses. In the event of a change in occupancy and an increase in
the rent collected, the Debtor proposes to utilize the net increase
to contribute to the negotiated adequate protection payment.
A copy of the motion is available at https://bit.ly/3obYbT9 from
PacerMonitor.com.
About 5019 Partners
5019 Partners, LLC, is a privately held company engaged in
activities related to real estate. 5019 Partners owns a single
family residential rental property in Encino, CA, having a current
value of $1 million, based on expert valuation.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-18440) on November 3,
2021. In the petition signed by Tyler Murphy, managing member, the
Debtor disclosed $1,000,022 in assets and $2,332,236 in
liabilities.
Judge Vincent P. Zurzolo oversees the case.
Nancy Korompis, Esq., at Korompis Law Offices is the Debtor's
counsel.
55 PULASKI: Case Summary & 12 Unsecured Creditors
-------------------------------------------------
Debtor: 55 Pulaski Realty LLC
670 Myrtle Ave., Suite 204
Brooklyn, NY 11205-3923
Business Description: The Debtor is the fee simple of a real
property located at 55 Pulaski St, Brooklyn,
NY valued at $1.9 million.
Chapter 11 Petition Date: December 1, 2021
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 21-42997
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Kevin J. Nash, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
1501 Broadway 22nd Floor
New York, NY 10036
Tel: (212) 221-5700
Email: knash@gwfglaw.com
Total Assets: $1.9 million
Total Liabilities: $2.54 million
The petition was signed by FIA Capital Partners by David
Goldwasser, manager and restructuring officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 12 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/KQSLAIQ/55_Pulaski_Realty_LLC__nyebke-21-42997__0001.0.pdf?mcid=tGE4TAMA
ADVANCED TECHNOLOGY: S&P Raises 2019 Bond Rating to 'BB+
--------------------------------------------------------
S&P Global Ratings raised its rating on Advanced Technology Academy
(ATA), Mich.'s series 2019 public school academy refunding bonds to
'BB+' from 'BB'. The outlook is stable.
S&P said, "The higher rating reflects our view of ATA's financial
profile, which has strengthened notably over the past few fiscal
years, now reflecting a track record through fiscal year 2021
(audited) of positive operating performance, sustained improvement
in maximum annual debt service (MADS) coverage, and sufficient
organic growth in days' cash on hand. The improvement in financial
metrics, combined with the school's good enrollment and demand, and
its stable management team provide cushion at the current rating.
For fiscal year 2022, we expect ATA will sustain its financial
profile, given continued per-pupil funding increases, growth in
enrollment for fall 2021, expectations to continue growing
reserves, and management's conservative budgeting practices. In
addition, we understand the school is currently working with Lake
Superior State university (LSSU), its authorizer, to renew its
charter agreement, which expires in June of 2022. ATA maintains a
good working relationship with LSSU according to discussions with
management and its authorizer, which indicate a favorable view of
the school's performance against the authorizer's standards.
"The stable outlook reflects S&P Global Ratings' opinion that, over
our outlook period, we expect ATA to maintain financial metrics
around current assessment levels, despite any state funding cuts;
generally preserve its market position; maintain its high academic
standards; and maintain its unrestricted days' cash on hand and
debt profile, reflecting an overall credit profile consistent with
the current rating. We also anticipate that GTA will have its
charter renewed during the outlook."
AIRPORT HOSPITALITY: Taps Schmidt Basch as New Bankruptcy Counsel
-----------------------------------------------------------------
Airport Hospitality, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Missouri to hire Schmidt Basch,
LLC to substitute for The Desai Law Firm, LLC.
The firm's services include:
a. advising the Debtor of its rights, power and duties in its
Chapter 11 case;
b. assisting the Debtor in its consultations with any
appointed committee relative to the administration of the case;
c. assisting the Debtor in analyzing the claims of creditors
and negotiating with such creditors;
d. assisting in investigating the assets, liabilities and
financial condition of the Debtor and reorganizing the Debtor's
business;
e. advising the Debtor in connection with the sale of its
assets or business;
f. assisting the Debtor in its analysis of and negotiation
with any appointed committee or any third-party concerning matters
related to, among other things, the terms of a plan of
reorganization;
g. advising the Debtor with respect to any communications with
the general creditor body regarding significant matters in its
case;
h. commencing and prosecuting necessary actions or proceedings
on behalf of the Debtor;
i. reviewing, analyzing or preparing reports, bankruptcy
schedules and legal documents;
j. representing the Debtor at all hearings and other
proceedings;
k. conferring with other professional advisors in providing
advice to the Debtor;
l. assisting the Debtor in pending litigation matters; and
m. performing all other necessary legal services.
Michael Becker, Esq., the firm's attorney who will be handling the
case, will be paid at his hourly rate of $350. Associates at
Schmidt Basch charge an hourly fee of $225 while paralegals and law
clerks charge an hourly fee of $165.
As of the petition date, Schmidt Basch received approximately
$1,700 of the original retainer from previous counsel. The
fees were paid from a $5,000 retainer from Forsyth Hospitality,
LLC, a member of the Debtor. To the extent the Debtor cannot pay
its post-petition fees to the firm, Forsyth Hospitality will pay
the firm's allowed fees.
As disclosed in court filings, Schmidt Basch is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Michael A. Becker, Esq.
Schmidt Basch, LLC
1034 S. Brentwood Blvd, Ste 1555
St. Louis, MO 63117
Telephone: (314) 721-9200
Email: mab@mabeckerlaw.com
About Airport Hospitality
Bridgeton, Mo.-based Airport Hospitality, LLC filed its voluntary
petition for Chapter 11 protection (Bankr. E.D. Mo. Case No.
21-43925) on Oct. 26, 2021, listing as much as $10 million in both
assets and liabilities. Harinder Singh, manager, signed the
petition.
Judge Bonnie L. Clair oversees the case.
Michael A. Becker, Esq., at Schmidt Basch, LLC represents the
Debtor as legal counsel.
AIT WORLDWIDE: S&P Affirms 'B' ICR on Select Express Acquisition
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issue credit rating on AIT
Worldwide Logistics Holdings Inc. The 'B' issue-level and '3'
recovery ratings on the company's first-lien debt are unchanged.
The rounded estimate has declined to 50% from 55% due to the
additional debt.
S&P believes the acquisition will complement the company's existing
business. Select, like other last mile logistics companies, focuses
on home delivery of big and bulky items, such as furniture,
appliances, and exercise equipment. The company also provides
installation and warranty repair services. Unlike more
asset-intensive last mile delivery companies, Select does not
directly provide delivery services or own a large fleet of
vehicles. Instead, the company acts as an intermediary, arranging
last mile delivery services provided by independent contractors.
AIT already provides last mile logistics services both in the U.S.
and in the U.K. through Panther Logistics, which it acquired in
late 2020. The Select acquisition will expand this service offering
in the U.S., especially in the Northeast and Midwest, where Select
primarily operates.
Last mile delivery providers have benefited in recent months from
increased purchases of large household items. S&P said, "Although
these types of purchases could moderate following the pandemic, we
expect the company will benefit from continued growth in e-commerce
transactions. We also view Select as somewhat differentiated given
its capability to provide repair services. Nonetheless, the overall
last mile delivery logistics sector is large and fragmented. AIT
faces competition from larger competitors that provide similar last
mile delivery services for large items, such as XPO Logistics Inc.,
Ryder System Inc., and FedEx Freight. Therefore, we continue to
view AIT as a relatively small participant in the third-party
logistics industry."
S&P said, "We expect the company's operating performance will
continue to benefit from the current market for freight
transportation. AIT has outperformed our expectations for revenue
and earnings in 2021 due in part to the continued favorable
environment for freight transportation. The company focuses on air
and ocean transportation, which continue to experience
above-average pricing because of elevated demand and constrained
capacity. Airlines continue to fly a fewer number of passenger
flights, (which typically provide about half of total available
capacity for air cargo) especially on trans-Pacific routes. In
addition, ocean shipping capacity remains tight amid backlogs and
labor and equipment shortages at U.S. ports. Although we do not
anticipate the current pricing environment will persist over the
longer term, AIT, along with other freight forwarders, should
continue to benefit through at least the beginning of 2022 before
conditions normalize. Thus, we forecast organic revenue growth will
moderate in 2022.
"We assume the company will remain acquisitive. AIT pursued a
greater number of acquisitions in 2021 than we had expected,
partially funded with incremental debt. In May 2021, the company
acquired Multimodal International Ltd., a customs broker, then
acquired Empire Freight Systems and Intelligent Logistics,
providers of freight brokerage and warehousing services. AIT issued
a $50 million add-on to its first-lien term loan to finance these
transactions. Our base-case scenario assumes the company will
continue to use internally generated cash to finance additional
tuck-in acquisitions. However, we do not exclude the possibility of
further debt-funded acquisitions that could result in weaker credit
metrics.
"Our outlook on AIT is stable. We believe the company's operating
performance will continue to benefit from strong near-term demand
and continued constrained capacity for freight transportation,
especially within its air freight business, which has benefited
pricing. We also expect the company's credit metrics will benefit
from full contribution of recent acquisitions. We forecast debt to
EBITDA will improve somewhat from about 6x in 2021 to the high-5x
area in 2022, while its funds from operations (FFO) to debt will
remain in the high-single-digit-percent area over the same
period."
S&P could lower its ratings over the next 12 months if the
company's debt to EBITDA increases above 6.5x or FFO to debt
declines to the mid-single-digit-percent area on a sustained basis.
This could occur if:
-- Purchased transportation pricing declines to historic levels
faster than S&P currently anticipate, causing gross revenues to
decline significantly;
-- The company's volumes fall on weaker demand from increased
competition or modal shifts; or
-- The company pursues significant debt-financed acquisitions or
dividends.
S&P said, "We could raise ratings over the next 12 months if debt
to EBITDA declines below 5x and FFO to debt increases above 12% on
a sustained basis. We would also need to expect management and its
financial sponsor would remain supportive of these metrics over the
longer term." This could occur if:
-- The company's volumes increase above our current expectations;
-- Purchased transportation pricing remains high for longer than
S&P currently expects; or
-- The company uses free cash flow to repay debt.
AMERICAN WAY: Seeks to Hire Douglas M. Engell as Legal Counsel
--------------------------------------------------------------
American Way Enterprises, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Mississippi to employ
the Law Offices of Douglas M. Engell, Inc. to serve as legal
counsel in its Chapter 11 case.
The firm's services include:
a. advising and consulting with the Debtor regarding questions
arising from certain contract negotiations during the operation of
its business;
b. evaluating and objecting to claims of various creditors who
may assert security interests in the Debtor's assets and who may
seek to distract the continued operation of the Debtor;
c. appearing in, prosecuting or defending suits and
proceedings involving the Debtor's estate;
d. representing the Debtor in court hearings and preparing
legal papers;
e. advising the Debtor in connection with any reorganization
plan, which may be proposed in this proceeding; and
f. performing other necessary legal services.
Douglas Engell, Esq., and his firm's paralegals will be paid $395
per hour and $110 per hour, respectively.
The retainer fee is $10,000.
As disclosed in court filings, the Law Offices of Douglas M. Engell
does not represent interests adverse to the Debtor or its estate.
The firm can be reached through:
Douglas M. Engell, Esq.
Law Offices of Douglas M. Engell, Inc.
P.O. Box 309
Marion, MS 39342
Phone: (601)693-6311
Email: dengell@dougengell.com
About American Way Enterprises LLC
American Way Enterprises, LLC filed a petition for Chapter 11
protection (Bankr. S.D. Miss. Case No. 21-01958) on Nov. 20, 2021,
listing up to $50,000 in assets and up to $500,000 in liabilities.
Judge Katharine M. Samson presides over the case. The Law Offices
of Douglas M. Engell, Inc. represents the Debtor as legal counsel.
AMIGO CONSTRUCTION: Seeks to Hire Larson & Zirzow as Legal Counsel
------------------------------------------------------------------
Amigo Construction, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Nevada to hire Larson & Zirzow, LLC to
serve as legal counsel in its Chapter 11 case.
The firm's services include:
(a) taking all necessary actions in connection with a sale or
a plan of reorganization;
(b) preparing legal papers;
(c) taking all necessary actions to protect and preserve the
Debtor's estate including the prosecution of actions on the
Debtor's behalf, the defense of any actions commenced against the
Debtor, the negotiation of disputes in which the Debtor is
involved, and the preparation of objections to claims filed against
the estate; and
(d) performing all other necessary legal services.
The hourly rates of the firm's attorneys and staff are as follows:
Partners $600 per hour
Paraprofessionals $220 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The Debtor and the firm have agreed to a retainer of $35,000.
Zachariah Larson, Esq., a partner at Larson & Zirzow, disclosed in
a court filing that his firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Matthew C. Zirzow, Esq.
Zachariah Larson, Esq.
Larson & Zirzow, LLC
850 E. Bonneville Ave.
Las Vegas, NV 89101
Telephone: (702) 382-1170
Facsimile: (702) 382-1169
Email: mzirzow@lzlawnv.com
zlarson@lzlawnv.com
About Amigo Construction
Amigo Construction, LLC provides services to several
telecommunication companies like Verizon, Cox, and Mears to
establish new lines or renew existing underground lines utilized
for the Internet. It also provides asphalt paving and striping,
commercial concrete foundations and residential concrete
construction.
Amigo Construction sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. D. Nev. Case No. 21-15242) on Nov. 5,
2021, listing up to $500,000 in assets and up to $1 million in
liabilities. Judge Natalie M. Cox oversees the case.
Matthew C. Zirzow, Esq., and Zachariah Larson, Esq., at Larson &
Zirzow, LLC represent the Debtor as bankruptcy attorneys.
ASP DREAM: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to ASP
Dream Acquisition Co. LLC (d/b/a FullBloom), reflecting its high
leverage in the mid-7x range pro forma for the proposed
transaction, its small scale in a highly fragmented market, and a
high degree of working capital seasonality.
S&P also assigned its 'B-' issue-level and '3' recovery ratings to
the company's proposed first-lien revolver and term loan B.
S&P said, "The stable outlook reflects our expectation that the
company will continue to increase revenue and EBITDA driven by
emergency assistance for nonpublic schools (EANS) funding and
organic revenue growth. We forecast leverage in the 7x area
including significant drawdowns on its revolving credit facility to
fund seasonal working capital needs but expect the company to
maintain adequate liquidity over the next 12 months."
American Securities LLC has entered into an agreement to purchase
ASP Dream Acquisition Co. LLC (d/b/a FullBloom). The company will
fund the transaction with a new $385 million first-lien term loan B
due 2028, $100 million second-lien term loan B (not rated) due
2029, $75 million first-lien revolver due 2026 (undrawn at close),
along with common equity.
FullBloom has a niche focus on academic intervention, special
education and behavioral services within the education and
healthcare services sector, and operates within a highly fragmented
market. The company's academic intervention business unit provides
instructional intervention to students who are struggling
academically in public and nonpublic schools as well as
professional development for educators. The company's special
education business unit operates private day schools and in-school
classrooms that provide special education programs. The company's
behavioral services unit operates centers providing applied
behavioral analysis (ABA) therapy for children age 2-6 with autism
spectrum disorder (ASD). S&P believes the company's business lines
operate in a highly fragmented market where very few providers
exist at scale, and that the company's primary competition
generally operates at a local level. Partly offsetting these
factors are the stable nature of the company's funding, which it
believes is primarily from federal Title I-IV programs and
Individuals with Disabilities Education Act funding. FullBloom also
benefits from the stability of its school contracts, good revenue
visibility, and the company's asset-lite business model, which has
relatively small capital expenditure requirements and a high degree
of variable, primarily labor costs, which results in good cash flow
conversion. FullBloom benefits from long-standing relationships
with its customer base and good customer diversification,
consisting of more than 1,000 public and nonpublic school
districts. The essential nature of the company's educational and
behavioral health service offerings was demonstrated by a modest 3%
revenue decline last year from business disruption as a result of
the COVID-19 pandemic and recession.
S&P said, "While we believe the company has adequate liquidity, its
highly seasonal working capital dynamics are likely to result in
significant intrayear use of its $75 million revolving credit
facility and we expect leverage to remain high at over 6x. We
believe that significant mismatches between the timing of the
company's cash outflows, which we believe are primarily labor
costs, and the company's receivables drive a high degree of
seasonal cash flow needs. It is our understanding that working
capital has historically been a use of cash in the first half of
the company's fiscal year ended July 31, and it typically collects
on its receivables in the last half of the , which then drives a
net inflow of cash from working capital. We believe the company's
$75 million revolver is adequately sized to fund its cash needs
from this working capital cycle, and that the relative stability of
its government funding helps mitigate the risk of its seasonal
working capital cycle. However, we believe that if the company were
to breach the net first-lien covenant on its revolver, liquidity
could become stretched in the first half of its fiscal year."
Government support in the form EANS is likely to strengthen the
company's financial performance over the next three years. It is
our understanding the federal governments EANS program, which
allocates funding on a state-by-state basis that is dispersed via
grants to nonpublic schools will be a significant tailwind for
private schools. Under S&P's base case forecast, it expects that
FullBloom will receive EANS funding in its fiscal 2022 through its
fiscal 2024.
S&P said, "The stable outlook reflects our expectation that the
company will continue to grow increase revenue and EBITDA driven by
emergency assistance for nonpublic schools (EANS) funding and
organic revenue growth. We forecast leverage in the 7x area
including significant drawdowns on its revolving credit facility to
fund seasonal working capital needs but expect the company to
maintain adequate liquidity over the next 12 months.
"We could lower our rating on FullBloom within the next 12 months
if its leverage increases above 8x on a sustained basis, working
capital or operating trends deteriorate materially leading to
negative FOCF and a heightened risk of covenant violation. This
could occur if the company loses key contracts and it is unable to
reduce its seasonal drawdowns on its revolving credit facility
during the second half of its fiscal year, or from aggressive
debt-financed acquisitions or dividends.
"We could raise our rating on FullBloom if the company's S&P Global
Ratings-adjusted leverage improves comfortably below 6x, and we
anticipate its financial policies will support this improved level
of leverage over the long term, inclusive of potential future
acquisitions and shareholder returns."
BACK TO LIFE: Court Dismisses Ch. 11 Case for Failure to File Plan
------------------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Michigan, Southern Division, issued an order dated November 23,
2021, dismissing the subchapter V Chapter 11 case of Back to Life
Properties, Inc., for failure to file a plan, which was due to be
filed no later than November 22, 2021. The Debtor has also not
filed a motion to extend the November 22 deadline, either by the
October 22 deadline for the motion to extend, or otherwise.
The Scheduling Order states that if the Debtor fails to meet the
deadline for filing a plan, "the case may be dismissed or converted
to chapter 7 under 11 U.S.C. Section 1112(b)(4)." The Court
concludes that dismissal of this case, rather than conversion to
Chapter 7, is in the best interests of creditors and the estate.
A full-text copy of the order is available at
https://tinyurl.com/38bfyetc from Leagle.com.
About Back to Life Properties
Back to Life Properties, Inc. filed a petition for Chapter 11
protection (Bankr. E.D. Mich. Case No. 21-46901) on Aug. 24, 2021,
listing as much as $500,000 in both assets and liabilities. Kenneth
Loggins, president, signed the petition. Judge Thomas J. Tucker
oversees the case. The Debtor tapped Frank & Frank, PLLC as legal
counsel and Hazzouri Accounting & Tax, Inc. as accountant.
BAYOU POINTE: Seeks Approval to Hire Tucker & Green as Accountant
-----------------------------------------------------------------
Bayou Pointe Villas, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Florida to hire Tucker & Green,
CPA as its accountant.
The firm's services include:
a. providing the Debtor with financial and accounting advice
with respect to its powers and duties in the continued management
of its property;
b. preparing reports and other financial papers;
c. preparing operating reports and financial projections; and
d. performing all other accounting and financial services.
As disclosed in court filings, Tucker & Green neither holds nor
represents interests adverse to the Debtor and its estate.
The firm can be reached through:
Leslie A. Tucker, CPA
Tucker & Green, CPA, PA
P.O. Box 5768
2910 Russ Street
Marianna, FL 32446
Phone: 850-482-7333
About Bayou Pointe Villas Inc.
Bayou Pointe Villas, Inc., a tax-exempt 501(c) non-profit entity in
Panama City, Fla., filed its voluntary petition for Chapter 11
protection (Bankr. N.D. Fla. Case No. 21-50111) on Nov. 12, 2021,
listing $408,751 in assets and $2,216,188 in liabilities. Jeff
Tripp, president of Bayou Pointe Villas, signed the petition.
Michael A. Wynn, Esq., at Charles M. Wynn Law Offices, P.A. and
Tucker & Green, CPA serve as the Debtor's legal counsel and
accountant, respectively.
BAYOU POINTE: Seeks to Hire Charles M. Wynn Law Offices as Counsel
------------------------------------------------------------------
Bayou Pointe Villas, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Florida to hire Charles M. Wynn
Law Offices, P.A. to serve as legal counsel in its Chapter 11
case.
The firm's hourly rates are as follows:
Charles Wynn, Esq. $375 per hour
Michael Wynn, Esq. $275 per hour
Legal Assistant $100 per hour
The Debtor paid the firm a non-refundable retainer in the sum of
$20,000.
Charles Wynn, Esq., disclosed in court filings that the firm's
attorneys and legal assistants neither hold nor represent an
interest adverse to the Debtor's bankruptcy estate.
The firm can be reached through:
Charles M. Wynn, Esq.
Charles M. Wynn Law Offices, P.A.
4436 Clinton St.
P.O. Box 146
Marianna, FL 32447
Phone: (850) 526-1529
Email: court@wynnlaw-fl.com
About Bayou Pointe Villas Inc.
Bayou Pointe Villas, Inc., a tax-exempt 501(c) non-profit entity in
Panama City, Fla., filed its voluntary petition for Chapter 11
protection (Bankr. N.D. Fla. Case No. 21-50111) on Nov. 12, 2021,
listing $408,751 in assets and $2,216,188 in liabilities. Jeff
Tripp, president of Bayou Pointe Villas, signed the petition.
Michael A. Wynn, Esq., at Charles M. Wynn Law Offices, P.A. and
Tucker & Green, CPA serve as the Debtor's legal counsel and
accountant, respectively.
CANACCORD GENUITY: DBRS Confirms Pfd-4 (high) CPS Rating
--------------------------------------------------------
DBRS Limited confirmed the Cumulative Preferred Shares rating of
Canaccord Genuity Group Inc. at Pfd-4 (high) with a Stable trend.
The Company has a Support Assessment of SA3, which implies no
expected systemic support.
KEY RATING CONSIDERATIONS
The rating confirmation recognizes CG's solid niche franchise, with
a growing wealth management presence across various geographies.
Since 2018 the Company has made several acquisitions, namely in the
U.S., the United Kingdom (U.K.), and Australia, and CG notes that
the successful platform expansion has contributed to efficiencies
of scale and added to bottom line profit growth. While CG's wealth
management expansion is contributing to earnings stability, in DBRS
Morningstar's opinion such international expansion can also result
in increased operational risk as the Company must successfully
monitor activities across various geographies. Furthermore, while
CG has demonstrated success in its capital markets businesses that
are integral to the value of its franchise, the ratings also
consider this exposure and the associated market risk and execution
risk.
RATING DRIVERS
As the Company continues to diversify its franchise, DBRS
Morningstar will look for CG's ability to continue to sustain
earnings momentum, which would drive a ratings upgrade. DBRS
Morningstar will also look for confirmation that systems and
processes are continuously enhanced in order to prevent operational
risk issues, especially as the Company expands through acquisitions
into its existing core businesses. Demonstrating continued success
in its global business growth absent any notable operational risk
issues would result in a rating upgrade.
Conversely, weakened credit fundamentals combined with inconsistent
earnings would result in a rating downgrade. Furthermore, given
CG's high reliance on market confidence to support its franchise,
any material operational or reputational issues would result in a
rating downgrade, as would material negative stresses to the
Company's liquidity or funding profiles.
RATING RATIONALE
CG is a Canadian-based financial institution that focuses on
capital markets activities and wealth management. It had $7.1
billion in assets and $94.9 billion in assets under administration
as of Q1 2022, with operations in the U.S., the U.K., and
Australia. CG has been scaling up its businesses through
acquisitions over the last few years, with a U.S. capital markets
acquisition in 2019, and continued acquisitions in the wealth
management space, particularly in the U.K. Most recently, in April
2021, the Company announced the acquisition of the private client
investment management business of Adam & Company based in Scotland,
which was completed on October 1, 2021.
The Company reported Q1 2022 revenue of $519 million, up 37% year
over year. CG is benefitting from its franchise diversification
efforts and an active capital markets operating environment while
also containing expenses effectively. Despite economic concerns
from the Coronavirus Disease (COVID-19) pandemic, CG's capital
markets businesses, particularly its U.S. franchise, saw markedly
increased activity in the middle-market segment, while its wealth
management business benefitted from increased client assets across
its different geographies. DBRS Morningstar expects that the
successful expansion of CG's wealth management franchise will
continue growing the Company's stable revenues, helping to offset
historic earnings volatility CG experienced from its capital
markets business. Furthermore, in DBRS Morningstar's view, the
Company should continue to benefit from driving organic growth,
including increasing client assets.
Risk management processes are generally good with appropriate
monitoring of credit and counterparty exposures. DBRS Morningstar
notes the increased risk with an expanding global franchise, where
operational risks become increasingly challenging to manage.
Furthermore, DBRS Morningstar considers in the rating the notable
market risk inherent in capital markets businesses. While CG has a
long history of managing risk/reward associated with these
businesses, DBRS Morningstar continues to note the risk in managing
inventory positions associated with a small number of client
relationships within its Australian and Canadian capital markets
businesses that can drive mark-to-market volatility. For example,
DBRS Morningstar monitors the Company's inventory, tag-end
inventory, and illiquid inventory positions. While the Company has
proven successful in its margin lending business, DBRS Morningstar
notes the Company from time to time has accounts with margin
deficits or negative equity.
CG has been gradually reducing leverage levels since 2019, when,
according to DBRS Morningstar calculations, debt and preferred
shares to capitalization decreased to 32% for Q1 2022 from a peak
of 47% in Q2 2020. To note, in DBRS Morningstar's leverage
calculations, preferred shares and contingent consideration are
considered as debt. Debt had been used to finance its U.K.
acquisitions, including the addition of certain bank loans, while
the issuance of convertible debentures provided working capital to
fund growth initiatives and activities in the Company's wealth
management operations. The convertible debentures were redeemed in
April 2021. In July 2021, a U.K. subsidiary of CG issued
convertible preference shares to HPS Investment Partners, LLC
(HPS). HPS invested in CG's U.K. wealth management division by
acquiring GBP 125 million ($218 million) in convertible preferred
shares. Meanwhile, fixed charge coverage has averaged 9.0 times (x)
over the most recent five years, and increased to a very high 41.1x
in Q1 2022.
Furthermore, improving earnings is benefitting debt and preferred
shares to EBITDA, which was at 1x in Q1 2022 versus a historical
average of 3.7x over the last five years. Although DBRS Morningstar
recognizes the benefit that CG's earnings are deriving from growing
the wealth management platform, which is also supportive of
internal capital generation, a longer track record of success would
benefit the rating. CG reported equity of $1.1 billion as of Q1
2022, up 22% from a year earlier.
Notes: All figures are in Canadian dollars unless otherwise noted.
CARLSON TRAVEL: Latham & Watkins Advised Revolver Agent
-------------------------------------------------------
A cross-border team advised on the restructuring consummated
through an extraordinary one-day prepackaged Chapter 11 case under
which the revolving lenders received a full recovery.
CWT, the Business-to-Business-for-Employees (B2B4E) travel
management platform, disclosed that it has taken the next step to
implement its previously announced recapitalization plan. CWT
initiated a legal process in the United States, which it expects to
complete on an expedited basis due to the overwhelming support of
its financial stakeholders. The recapitalization plan provides CWT
with $350 million of new equity capital to reinvest in the
business, eliminates approximately half of the company's debt, and
provides for all business partners and other providers of goods and
services to CWT to be paid in full.
Latham & Watkins LLP represented the agent under CWT's super-senior
revolving credit facility with a cross-border team led by New York
partner Adam Goldberg and London partners Manoj Bhundia and James
Chesterman, with associates Brett Neve, Theon Chalklen, Mohini
Rarrick, and Whit Morley.
About Carlson Travel Inc.
Headquartered in Minneapolis, Minnesota, Carlson Travel Inc., known
as CWT, is a Business-to-Business-for-Employees (B2B4E) travel
management platform. CWT manages business travel, meetings,
incentives, conferencing, exhibitions, and handles event management
across six continents. Pre-pandemic, the Company handled 100
meetings and events and talked to almost 60,000 travelers DAILY.
The Company reported total transaction volume US$24.8 billion in
2019.
Carlson Travel Inc. and 37 affiliates, including Carlson Travel
Holdings, Inc., sought Chapter 11 protection (Bankr. S.D. Tex. Lead
Case No. 21-90017) on Nov. 11, 2021. The case is handled by
Honorable Judge Marvin Igur. In its petition, CWT listed assets
and liabilities of as much as $1 billion each.
Kirkland & Ellis LLP is serving as legal adviser, Houlihan Lokey is
serving as financial adviser, AlixPartners LLP is serving as
restructuring adviser and Shearman & Sterling LLP is serving as
corporate finance counsel to CWT in connection with the
recapitalization process.
CERTA DOSE: Taps Jeffrey Worley of Columbia Consulting as CRO
-------------------------------------------------------------
Certa Dose, Inc. seeks approval from the U.S. Bankruptcy Court for
the Southern District of New York to hire Columbia Consulting
Group, PLLC and designate Jeffrey Worley as chief restructuring
officer.
The firm's services include:
a. monitoring and overseeing the financial aspects of the
Debtor and the bankruptcy proceedings;
b. preparing a plan of reorganization;
c. providing capital and debt structuring services;
d. providing other financial and accounting consulting
services that may be required; and
e. providing testimony, to the extent necessary.
The firm will be paid at hourly rates ranging from $175 to $325.
As disclosed in court filings, Columbia Consulting is a
"disinterested" person within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Jeffrey A. Worley
Columbia Consulting Group, PLLC
6101 Long Prairie Road, Suite 744 MB 17
Flower Mound, TX 75028
Phone: +1 972-809-6393
About Certa Dose
Certa Dose, Inc. is a New York-based company that develops, sells
and licenses pharmaceutical products and technology. It was
designated as an innovation company by Johnson & Johnson and has
received a grant and mentorship from J&J.
Certa Dose filed a petition for Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 21-11045) on May 30, 2021, listing up to $50
million in assets and up to $100 million in liabilities. Caleb S.
Hernandez, president of Certa Dose, signed the petition.
Judge Lisa G. Beckerman presides over the case.
Norma Ortiz, Esq., at Ortis & Ortiz, LLP, Huebscher & Co., and
Columbia Consulting Group, PLLC serve as the Debtor's legal
counsel, financial advisor and restructuring advisor, respectively.
Jeffrey A. Worley, a principal at Columbia Consulting Group, is
the Debtor's chief restructuring officer.
CERTA DOSE: Wins Court Nod to Use Cash Until Dec 7
--------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York has
authorized Certa Dose, Inc. to use cash collateral and all other
accounts of the Debtor for working capital, general operations
purposes, costs and expenses related to the Chapter 11 Case in
accordance with the budget, in an amount not to exceed $39,000,
until December 7, 2021.
As adequate protection for the Debtor's use of cash collateral, the
Lender, Dr. Caleb Hernandez, is granted valid, binding, enforceable
and automatically perfected liens and/or security interests in and
upon all of the Debtor's assets, including but not limited to all
of the Debtor's cash, and cash collateral, any investment of such
cash and cash collateral, accounts receivable, any right to payment
whether arising before or after the Petition Date.
As further adequate protection for any diminution in value of its
interests the property encumbered by the liens on and the
imposition of the automatic stay, the Lender is granted
super-priority administrative expense claims to the extent that the
Adequate Protections Liens prove inadequate and with priority over
all administrative expense claims and unsecured claims against the
Debtor or its estate.
The entry of an order dismissing the Debtor's Chapter 11 case,
converting the Chapter 11 case to a Chapter 7 case, or appointing
an examiner with expanded powers will constitute an event of
default under the agreement and order.
A copy of the order is available for free at https://bit.ly/3rqMrhn
from PacerMonitor.com.
About Certa Dose, Inc.
Certa Dose Inc. develops, sells and licenses pharmaceutical
products and technology. Its principal business is developing,
selling and licensing its pharmaceutical products and technology.
The Company was designated as an innovation company by Johnson &
Johnson and has received a grant and mentorship from J & J.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-11045) on May 30,
2021. In the petition signed by Caleb S. Hernandez, president, the
Debtor disclosed up to $50 million in assets and up to $100 million
in liabilities.
Judge Lisa G. Beckerman presides over the case.
Norma Ortiz, Esq., at Ortis & Ortiz, LLP is the Debtor's counsel.
CERTARA HOLDCO: S&P Affirms 'B+' ICR, Outlook Stable
----------------------------------------------------
S&P Global Ratings affirmed its 'B+' issuer credit rating on
Certara Holdco Inc., which in part reflects its view of Certara's
relatively small scale and that it could pursue acquisitions that
meaningfully increase leverage.
S&P said, "The stable outlook reflects our view of the company's
favorable market position in the biosimulation and regulatory
software industry, which supports our forecast for annual organic
revenue growth of 6%-8% and free operating cash flow (FOCF)
generation of more than $60 million over the next few years. It
also reflects our expectation for adjusted debt to EBITDA to remain
in the 3x-4x range as the company pursues acquisitions to further
expand its service offerings and increase its scale.
"We believe the reduced ownership stake by private equity
alleviates financial policy risk and increases the likelihood that
Certara's adjusted debt to EBITDA will remain below 4x.EQT Partners
has reduced its ownership stake below 40% following several public
equity offerings. We expect the reduced ownership stake will result
in the financial sponsor having less influence on the company's
strategy and capital deployment. In addition, over two-thirds of
Certara's board members are now independent, further reducing the
likelihood that corporate decision-making would focus on maximizing
shareholder returns by assuming greater financial risk, a
characteristic common among private-equity owned companies.
"We believe Certara's small scale and limited diversification
somewhat constrain the rating.In our view, Certara's operations
remain very small in scale, reflecting the limited size of its
addressable market and niche focus in the biosimulation and
regulatory software and services industries. Even though Certara
has established relationships with most of the pharmaceutical and
contract research organizations in the industry and a wealth of
collected data, the market has few barriers to entry, which
increases the risk of a larger or more innovative competitor
entering the market and offering a more compelling or complete
solution to its customers. That said, we believe the company's
recent acquisition of Pinnacle 21 should improve its end-to-end
platform for the drug development process and expect Certara to
primarily focus on tuck-in acquisitions going forward.
"We expect adjusted leverage of 3x-4x over the next couple of years
and for the company to deploy FOCF primarily to fund
acquisitions.We expect adjusted debt to EBITDA will decline to
below 4x by year-end 2021 and improve further in subsequent years,
stemming primarily from positive organic revenue growth and steady
EBITDA margins. In addition, we believe the company's use of equity
and cash for its Pinnacle acquisition illustrates management's
prudent financial policy. Although the company's leverage has
declined meaningfully since its IPO, we expect it could pursue
additional debt-funded acquisitions, similar in size to Pinnacle
21, potentially resulting in leverage remaining well above 3.5x.
"The stable outlook reflects our view of the company's favorable
market position in the biosimulation and regulatory software
industry, which supports our forecast for annual organic revenue
growth of 6%-8% and FOCF generation of more than $60 million over
the next few years. It also reflects our expectation for adjusted
debt to EBITDA to remain in the 3x-4x range as the company pursues
acquisitions to further expand its service offerings and increase
its scale.
"We could lower our rating on the company within the next 12 months
if we expected adjusted debt to EBITDA to be sustained above 5x.
This could occur if the company announced a large acquisition with
poor prospects for subsequent deleveraging. It could also occur if
earnings were weaker than we anticipated, potentially due to
increased competition that led to a loss in market share and
revenue or if the company's profitability meaningfully
deteriorated.
"We could raise our rating on the company within the next 12 months
if we expected adjusted debt to EBITDA to be sustained below 3.5x,
supported in part by the company demonstrating a commitment to
maintain leverage at this more conservative level."
CHICK LUMBER: Seeks to Use Cash Collateral Thru Mar 2022
--------------------------------------------------------
Chick Lumber, Inc. asks the U.S. Bankruptcy Court for the District
of New for authority to use up to $1,270,038 of cash collateral to
pay postpetition expenses incurred in the ordinary course of its
business, according to the budget, during the period between
January 1, 2022 and March 31, 2022.
Before the Petition Date, the Debtor paid RBS Citizens
approximately $35,000 per month in debt service on an allegedly
secured claim. The Debtor also paid Amex Bank almost $80,000 per
month.
The Debtor says Herget Building Supply, Inc. has conceded that its
claim is unsecured because its security interests lapsed when it
failed to file a continuation statement or statements as required
by the New Hampshire Uniform Commercial Code and any liens on the
Debtor's interest in any collateral have no value. The reasons that
the Debtor disputes the security interests claimed by Citizens are
set forth in detail in the Complaint filed to commence Chick
Lumber, Inc. v. Citizens Bank, N.A. and Citizens Financial Group,
Inc. d/b/a Citizens Bank, 20-01014-BAH (Bankr. D.N.H. 2020). Given
the virtual certainty that the liens claimed by RBS Citizens and
Herget Building Supply will be avoided and to the extension of the
maturity of the AMEX secured claim, the Debtor should be able to
reduce the debt service on those claims by $100,000 per month.
The avoidance of the RBS Citizens and Herget Building Supply
secured claims will eliminate slightly more than $3,500,000 in
secured debt from the post-petition balance sheet. As a result, the
Debtor expects to be able to reorganize itself for the benefit of
its creditors, equity holders and other parties in interest within
a reasonable period of time.
Based on the UCC Lien Report and the Debtor's books of account and
business records, the Debtor concluded preliminarily that only the
following Record Lienholders hold or may hold a lien on or interest
in the Debtor's cash collateral -- BFG Corporation and Amex Bank.
The Debtor says adequate protection payments will be made only to
the Cash Collateral Record Lienholders and the other secured
creditors named in the Budget that hold Record Liens on property
that the Debtor plans to retain.
The Debtor has decided preliminarily not to treat the following
Record Lienholders and other creditors known to assert a lien on
Cash Collateral as Cash Collateral Record Lienholders: RBS
Citizens, N.A. (no effective Financing Statement), Herget Building
Supply (no Financing Statement) and Great American Financial
Services Corporation and Merchant Cash and Capital, LLC
(Corporation Service Company, Financing Statement Agent), both of
which were paid in full according to the Debtor’s books of
account.
The Debtor filed an action against its landlord Carroll County
Leasing Company in the Rockingham Superior Court before the
Petition Date based on the deliberate and willful failure or
refusal of CCLC to satisfy its obligations with respect to the
maintenance of the foundations, walls, roofs and other structural
parts of the buildings on the leased premises. It also holds
causes of action against Herget Building Supply arising out of the
parties' purchase and sale transaction. CCLC has asked the Court to
approve an administrative expense claim to which the Debtor has
objected.
The Debtor also has filed a Complaint to avoid the security
interests claimed by RBS Citizens and recover damages resulting
from avoidable, fraudulent and preferential transfers. None of the
potential recoveries or the cost thereof are included in the
Budget. At this time, mediation before Judge Cary continues.
The Debtor has filed five adversary complaints to recover
preference payments from creditors. The Debtor expects to
compromise Chapter 5 claims against vendors who support the Debtor
going forward. In addition, the Debtor will more probably than not
assert Chapter 5 causes of action against CCLC, and Herget Building
Supply.
On June 22, 2020, the Court entered an order granting the Debtor's
motion to reject the lease of the premises commonly known as 209
Hobbs Street, Conway, New Hampshire with CCLC. The Debtor paid the
post-petition rent required by the rejection order.
On March 4, 2020, the Court granted the Debtor's motion to reject
the lease of the House to Home location at 625 Roosevelt Trail,
Unit #3, Windham, Maine with 625 Roosevelt Trail LLC effective as
of April 1, 2020 [Doc. 149].
During the Use Term, the Debtor will continue to lease the House to
Home location in North Conway, New Hampshire from The Robert and
Dorothy Goldberg Foundation. House to Home is a division of the
Debtor. The Budget includes payments to the North Conway HH
Landlord. The North Conway landlord has agreed to the proposed
payment which represents the base rent due under the North Conway
HH Lease.
To provide Record Lienholders with adequate protection for any
diminution in the value of the cash collateral, the Debtor proposed
to make the following adequate protection payments, on or before
the last day of each month, during the use term:
$481.70 to Jeldwen, Inc.;
$24.66 to BFG Corporation (H2H NC Paint Tinter);
$37.83 to GreatAmerica Financial Services Corp.;
$226.60 to Citizens One Auto Finance;
$211.94 to Citizens One Auto Finance;
$39.52 to Wells Fargo Equipment Finance, Inc. - Forklift;
$100 to Ford Motor Credit in January 2022 only which is the
last payment and final amount due on the loan, no payments to Ford
Motor Credit in February 2022 and March 2022;
$63.25 to Wells Fargo Equipment Finance, Inc. – Moffett
Machine;
$82.22 to Hitachi Capital Financial; and
$1,197.93 to an Escrow account for Citizens Financial Group,
Inc. and American Express Bank, FSB.
In addition, the Debtor will grant all Record Lienholders with
valid and automatically perfected liens on the Debtor's
postpetition property of the same kind to which a Record Lienholder
held valid and perfected liens on the Petition Date. The Debtor
will also insure its property and will provide all Record
Lienholders certificates of property and casualty insurance.
A copy of the motion is available for free at
https://bit.ly/3o7XjyR from PacerMonitor.com.
About Chick Lumber, Inc.
Chick Lumber, Inc. -- https://www.chicklumber.com/ -- is a dealer
of lumber, plywood, steel beams, engineered wood, trusses, steel
and asphalt roofing, windows, doors, siding, trim, stair parts, and
finish materials. It also offers drafting and design, installation,
delivery, outside sales, and plan reading and estimating services.
The Debtor sought Chapter 11 protection (Bankr. D. N.H. Case No.
19-11252) on Sept. 9, 2019, in Concord. In the petition signed by
Salvatore Massa, president, the Debtor disclosed between $1 million
and $10 million in both assets and liabilities.
Judge Bruce A. Harwood oversees the case.
William S. Gannon PLLC is the Debtor's legal counsel.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Oct. 3, 2019. The Committee is represented by
Goldstein & McClintock, LLLP as its legal counsel.
CHRYSSOULA MARINOS-ARSENIS: NJ Justices Probe on Bankruptcy Clause
------------------------------------------------------------------
Bill Wichert of Law360 reports that the New Jersey Supreme Court
offered mixed takes Tuesday, November 30, 2021, on the potential
"muzzling" effect of a settlement provision that the money a
speech-language pathologist owed to Horizon Blue Cross Blue Shield
of New Jersey would not be dischargeable if she filed for
bankruptcy.
During a hearing on Chryssoula Marinos-Arsenis' challenge to an
appellate decision finding she must sign a settlement agreement
with the clause, the justices probed her argument that such
provisions are void as against public policy under state law.
Horizon has alleged it paid Marinos-Arsenis and her business
millions based on fraudulent claims.
About Horizon Blue Cross
headquartered in Newark, New Jersey is the only licensed Blue Cross
and Blue Shield Association plan in New Jersey, providing health
insurance coverage to over 3.2 million people throughout all of New
Jersey.
COMINAR REAL: DBRS Places BB(high) Issuer Rating Under Review
-------------------------------------------------------------
DBRS Limited placed Cominar Real Estate Investment Trust's Issuer
Rating and Senior Unsecured Debentures rating of BB (high) Under
Review with Developing Implications following the October 24, 2021,
announcement that Cominar entered into an arrangement agreement
(Plan of Arrangement or Transaction) to be acquired by Iris
Acquisition II LP (the Purchaser). The Recovery Rating is RR4. The
Plan of Arrangement will see certain Cominar retail and office
properties being acquired by Groupe Mach Acquisition Inc. for
approximately $1.5 billion; the acquisition of Cominar's industrial
real estate portfolio by Blackstone for an undisclosed price; and
the purchase of Cominar's units by the Purchaser.
The Under Review with Developing Implications status reflects the
lack of clarity regarding the implications of the Transaction on
Cominar, specifically, (1) how the events will affect Cominar's
business risk assessment factors (i.e., asset quality, market
position, diversification, lease maturity/tenant quality, and
portfolio size) and its financial risk assessment factors (i.e.,
total debt-to-EBITDA and EBITDA-to-interest ratios) incorporated
into the real estate methodology (Rating Entities in the Real
Estate Industry), (2) if any or all of the Senior Unsecured
Debentures will remain outstanding, and (3) if the Trust will be
able to maintain compliance with the covenants in the trust
indenture governing the Senior Unsecured Debentures.
The Transaction is expected to close early in the first quarter of
2022, subject to receipt of Cominar unitholder, court, and required
regulatory approvals, as well as the satisfaction of customary
closing conditions. A special meeting of Cominar unitholders to
consider the proposed transaction is expected to be held on or
about December 21, 2021, with the Management Information Circular
being available about a month earlier.
To resolve the Under Review with Developing Implications status,
clarification will be more visible once DBRS Morningstar reviews
one or more of the following: (1) the public release of the
Transaction documents and the Management Information Circular; (2)
the outcome of the Unitholders' Meeting in December; (3) the
receipt of the court order approving the Plan of Arrangement; and
(4) the execution/completion of the Plan of Arrangement.
Notes: All figures are in Canadian dollars unless otherwise noted.
CORTLAND ENERGY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Cortland Energy, LLC
3701 Kirby Drive
Houston, TX 77098
Chapter 11 Petition Date: December 1, 2021
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 21-60098
Debtor's Counsel: Susan Tran Adams, Esq.
TRAN SINGH, LLP
2502 La Branch St.
Houston, TX 77004
Tel: (832) 975-7300
Email: stran@ts-llp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Stephen Murphy as managing member.
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/EFIU5SA/Cortland_Energy_LLC__txsbke-21-60098__0001.0.pdf?mcid=tGE4TAMA
CYPRESS CREEK: Wins Cash Collateral Access Thru Dec. 7
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, has authorized Cypress Creek Emergency Medical
Services Association to use cash collateral on an emergency basis
in accordance with the budget, with a 10% variance.
Frost Bank does not oppose the Motion. After careful consideration
of all matters before it, the Court held that the bankruptcy estate
would incur irreparable injury if the Motion is not granted.
The Debtor is not permitted to pay more than the aggregate of
$13,650 of any pre-bankruptcy wages, salary and benefits owed to
any single employee and doing so is strictly prohibited.
The Debtor is also not authorized to pay any pre-petition claim and
nothing in the Order will be construed to authorize the Debtor to
pay any pre-petition claim.
With respect to the line item for Koronis on the budget, (i) the
Debtor is not authorized to pay Koronis more than it actually is
contractually entitled to, and (ii) (a) to the extent Koronis
collects money after the filing of the bankruptcy petition, the
Debtor is authorized to pay Koronis for those services, however,
(b) to the extent that Koronis collected money prior to the filing
of the bankruptcy petition, then absent further Court order the
Debtor is not authorized to and the Debtor will not pay Koronis for
the services.
A final hearing on the matter is scheduled for December 7, 2021 at
10:30 a.m.
A copy of the order is available at https://bit.ly/2ZFpc7Y from
PacerMonitor.com.
About Cypress Creek
Cypress Creek Emergency Medical Services Association is an
emergency medical service provider based in Spring, Texas.
Cypress Creek filed a petition for Chapter 11 protection (Bankr.
S.D. Texas Case No. 21-33733) on Nov. 18, 2021, listing as much as
$10 million in both assets and liabilities. Wren Nealy, Jr., chief
executive officer, signed the petition.
Judge Christopher M. Lopez oversees the case.
The Debtor tapped Annie Catmull, Esq., at O'Connorwesler, PLLC as
legal counsel and J. Patrick Magill of Magill, PC as chief
restructuring officer.
DK INTERNATIONAL: Wins Cash Collateral Access
---------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Fort Lauderdale Division, has authorized DK International
Associates, Inc. to use cash collateral to pay all ordinary and
necessary expenses on an interim basis in accordance with the
budget, with a 10% variance.
As adequate protection for the Debtor's use of cash collateral,
Associated Receivables Funding, Inc. is granted a post-petition
security interest and lien in, to and against certain of the
Debtor's accounts receivables, to the same extent and priority that
AR Funding held a properly perfected pre-petition security
interest.
The use of cash collateral provisions in the Order will remain in
effect for a period of five weeks from the date the entry of this
Order, or until otherwise ordered by the Court.
A final hearing on the matter is scheduled for December 15, 2021 at
2:30 p.m.
A copy of the order and the Debtor's budget is available at
https://bit.ly/3D6xuU0 from PacerMonitor.com.
The budget provided for total expenses, on a weekly basis, as
follows:
$1,003 for the week ending November 20, 2021;
$24,475 for the week ending November 27, 2021;
$39,631 for the week ending November 4, 2021;
$38,365 for the week ending December 11, 2021;
$1,366 for the week ending December 18, 2021; and
$27,270 for the week ending December 25, 2021.
About DK International Associates Inc.
DK International Associates, Inc.'s line of business includes
manufacturing fabricated structural metal and steel. It is based
in Fort Lauderdale, Fla.
DK International Associates filed its voluntary petition for
Chapter 11 protection (Bankr. S.D. Fla. Case No. 21-20035) on Oct.
19, 2021, listing up to $500,000 in assets and up to $10 million in
liabilities. Daryl Soderman, president of DK International, signed
the petition. Judge Scott M. Grossman presides over the case.
Bradley S. Shraiberg, Esq., at Shraiberg, Landau & Page, P.A.
represents the Debtor as legal counsel.
DONEGAN ENGINEERING: Seeks to Hire Coyle Law Group as Counsel
-------------------------------------------------------------
Donegan Engineering, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Maryland to employ The Coyle Law Group,
LLC to serve as legal counsel in its Chapter 11 case.
The firm's services include:
a. legal advice in the continued possession and management of
the Debtor's affairs;
b. preparation of all bankruptcy schedules and statements of
financial affairs;
c. representation of the Debtor in connection with any
proceedings for relief from stay which may be instituted in the
bankruptcy court;
d. representation of the Debtor at any meetings of creditors
convened pursuant to Section 341 of the Bankruptcy Code;
e. preparation of legal papers, including disclosure statement
and Chapter 11 plan; and
f. other necessary legal services.
The firm's hourly rates are as follows:
Partners $375 per hour
Paralegal/Support Staff $125 per hour
The Coyle Law Group will also receive reimbursement for
out-of-pocket expenses incurred.
Michael Coyle, Esq., a partner at The Coyle Law Group, disclosed in
a court filing that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Michael P. Coyle, Esq.
The Coyle Law Group
7061 Deepage Drive, Suite 101B
Columbia, MD 21045
Phone: 443-545-1215
Email: mcoyle@thecoylelawgroup.com
About Donegan Engineering Inc.
Donegan Engineering, Inc. filed a petition for Chapter 11
protection (Bankr. D. Md. Case No. 21-16978) on Nov. 4, 2021,
listing up to $50,000 in assets and up to $100,000 in liabilities.
Michael Coyle, Esq., at The Coyle Law Group, LLC represents the
Debtor as legal counsel.
ELITE AEROSPACE: Seeks to Hire K&L Gates as Special Counsel
-----------------------------------------------------------
Elite Aerospace Group, Inc. and its subsidiaries seek approval from
the U.S. Bankruptcy Court for the Central District of California to
employ K&L Gates, LLP as their special counsel.
The Debtors require legal assistance of a special counsel in all
pending litigation matters, including insurance coverage and
employee benefits, which are not currently stayed.
The firm's hourly rates range from $470 to $985.
Helen Kim, Esq., a partner at K&L Gates, disclosed in a court
filing that her firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Helen B. Kim, Esq.
K&L Gates LLP
10100 Santa Monica Blvd., 8th Floor
Los Angeles, CA 90067
Phone: +1 310-552-5000 / +1.310.552.5090
Email: Helen.Kim@klgates.com
About Elite Aerospace Group Inc.
Elite Aerospace Group, Inc. is an Irvine, Calif.-based company that
designs and manufactures aerospace components.
Elite Aerospace Group filed a petition for Chapter 11 protection
(Bankr. C.D. Calif. Lead Case No. 21-12231) on Sept. 13, 2021,
listing as much as $50 million in both assets and liabilities. Its
subsidiaries filed their voluntary Chapter 11 petitions on Oct. 5,
2021. Judge Theodor C. Albert oversees the cases.
Levene, Neale, Bender, Yoo & Brill, LLP and K&L Gates, LLP serve as
the Debtors' bankruptcy counsel and special counsel, respectively.
On Oct. 5, 2021, the U.S. Trustee for Region 15 appointed an
official committee of unsecured creditors. The committee tapped
Buchalter, a Professional Corporation, as its bankruptcy counsel.
FACEBANK INTERNATIONAL: DBRS Confirms BB Long-Term Issuer Rating
----------------------------------------------------------------
DBRS, Inc. confirmed the ratings of FACEBANK International
Corporation, including the Company's Long-Term Issuer Rating of BB.
The trend for all ratings is Stable. The Intrinsic Assessment (IA)
for the Company is BB and the Support Assessment is SA3.
KEY RATING CONSIDERATIONS
The ratings confirmation and Stable trend reflect FACEBANK's small
niche franchise, resilient earnings and solid asset quality.
Additionally, the ratings are underpinned by FACEBANK's liquid
balance sheet and conservative loan underwriting. Constraining the
ratings are the Company's relatively short operating history,
heightened operational risk surrounding BSA/AML compliance given
its predominantly international customer base, as well as limited
scale and diversity.
RATING DRIVERS
Increased franchise scope and scale, including a more diverse
funding mix and increased sources of revenues, would result in a
ratings upgrade. Conversely, an increased risk appetite, sustained
asset quality deterioration or BSA/AML compliance issues would
result in a downgrade of ratings.
RATING RATIONALE
Established in 2006, FACEBANK operates as an International Bank
Entity (IBE) under the laws of the Commonwealth of Puerto Rico. The
IBE charter offers a tax-efficient platform for the bank to provide
U.S. dollar deposit and payment services to foreign customers.
Through its Florida-based mortgage subsidiary, Florida Home Trust,
the Company provides residential mortgage loans in select Florida
counties largely to foreign nationals. We note that FACEBANK has no
lending or securities exposure to Puerto Rico.
A key component of its franchise is an online connection with the
Federal Reserve Bank of New York (FRBNY), which allows it to
efficiently clear deposits for its customers, saving both time and
expense. We view this as a competitive advantage for FACEBANK, as
it is the only IBE with this connectivity, which is contingent on
the Company maintaining strong BSA/AML and corporate governance
practices with ongoing reviews from the FRBNY.
FACEBANK has shown solid profitability metrics driven by an above
average net interest margin (NIM), supported by low funding costs
and an above average yield on its residential mortgage loan
portfolio, its primary loan category. However, the NIM has been
declining in recent periods, reflecting the low-rate environment.
FACEBANK's loan portfolio has performed well during the Company's
operating history, including the most recent period, with low
levels of non-accrual loans and charge-offs. However, the portfolio
has grown during a period of strong Florida real estate prices and
has not been tested in a downturn. The Company takes on some
additional credit risk through its investment portfolio, which
includes a portion held in investment-grade corporate bonds. DBRS
Morningstar notes that this portfolio is investment grade and
adequately diversified by issuer and industry. Additionally, the
Company maintains about 23% of its balance sheet in liquid assets
including available-for-sale securities that includes a large
percentage in low credit risk U.S. government securities.
Franchise Combined Building Block (BB) Assessment: Very Weak
Over its limited operating history, FACEBANK has built a profitable
banking franchise, helping its international customers transact
business in the U.S. Instead of branches, the Company facilitates
its deposit gathering through an arrangement with Business
Development Facilitators (BDF). These BDFs, professionals located
primarily in South America, partner with the Company by referring
customers with a need for a U.S. dollar account to FACEBANK,
sharing in the profits from this customer relationship.
Earnings Combined Building Block (BB) Assessment: Good/Moderate
The Company's earnings are supported by a low-cost deposit base,
along with a higher than average yield on its residential mortgage
portfolio, which helps to support the Company's solid NIM and
overall earnings. Profitability is also aided by wire transfer
fees, as well as the IBE charter, which allows the Company to
operate essentially tax exempt.
Risk Combined Building Block (BB) Assessment: Moderate
FACEBANK's primary loan product is residential mortgages in Florida
to foreign nationals. While this poses additional risks, the
Company mitigates these risks with full underwriting and
conservative loan-to-value (LTV) ratios, including a maximum LTV of
70%, dependent on the type of property and borrower. To date, the
portfolio has performed extremely well, but has not been tested by
a significant downturn in housing prices.
Funding and Liquidity Combined Building Block (BB) Assessment:
Moderate/Weak
In addition to its core deposit product, the Company also gathers
deposits from its lending business, requiring a deposit account for
its loan customers, as well as the maintenance of escrow deposits.
These sources result in a relatively stable and low-cost deposit
base. The Company has also established alternative sources of
funding, in addition to its on balance sheet liquidity sources.
Capitalization Combined Building Block (BB) Assessment:
Moderate/Weak
The Company is not subject to regulatory capital requirements,
although risk-based capital levels are calculated by management.
DBRS Morningstar views FACEBANK's capital levels as adequate, given
its capital generation, well-secured loan portfolio and risk
management practices. As a privately-held institution, FACEBANK's
sources of additional capital are limited, although management has
indicated that the Company's ownership does have the wherewithal to
inject additional capital, if needed. Since 2012, internal capital
generation has been sufficient to fund balance sheet growth.
Notes: All figures are in U.S. dollars unless otherwise noted.
FORD STEEL LLC: Wins Cash Collateral Access Thru Dec 6
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, has authorized Ford Steel, LLC to use cash
collateral on an interim basis for the period from November 24
through December 6, 2021.
The Debtor is permitted to use cash collateral in accordance with
the budget, with a 10% variance.
First Financial Bank, Inc., f/k/a Bank & Trust of Bryan/College
Station holds valid, enforceable, and allowable claims against the
Debtor. As of the Petition Date, the Debtor owes an aggregate
amount equal to approximately $475,764.241 in unpaid principal,
plus any and all other fees, costs, expenses, charges, and other
debts or obligations of the Debtors to FFIN under the Loan
Documents and applicable law.
FFIN properly perfected its first priority liens and security
interests and other liens in the Pre-Petition Collateral, subject
to Prior Liens, if any, as evidenced by the Loan Documents.
On November 23, 2021, FFIN's secured debt was paid in full, via
wire transfer of $467,465, from the sale of the Debtor's real
property.
The Debtor is also indebted to the IRS, and the IRS has filed
Notices of Federal Tax Liens against Ford to secure part of all of
the IRS's claims. The Notices of Federal Tax Liens perfected a
valid lien in favor of the IRS and encumbering all assets of the
Debtor, including but not limited to the Cash Collateral and the
Pre-Petition Collateral.
On November 23, 2021, IRS was paid $4,559,760 on account of its
secured claim plus interest from the petition date, from the sale
of the Debtor's real property pursuant to Court Order.
The Debtor agrees that all of its cash is subject to a lien in
favor of the SBA. The SBA liens will attach to affected collateral
in the same extent, validity, and priority to which they attached
before the filing of the Bankruptcy Cases.
As adequate protection for the Debtor's use of cash collateral, the
SBA is granted valid and automatically perfected replacement liens
and security interests—in the same extent, validity, and priority
as existed on the Petition Date—in and upon all of the properties
and assets of the Debtor and its estate.
To the extent of the diminution in value of the SBA's interest in
the Pre-Petition Collateral after the Petition Date, the SBA will
receive a claim with the priority set forth in 11 U.S.C. section
507(b).
A hearing on the continued use of the cash collateral is set for
January 10, 2022 at 3 p.m.
About Ford Steel LLC
Porter, Texas-based Ford Steel, LLC
--http://www.fordsteelllc.com/--is in the business of steel
product manufacturing. It fabricates for a wide variety of
industries including the petrochemical industry, waste water
treatment, transmission communication and broadcast towers, mining,
and oil and gas industries.
Ford Steel filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 20-34405) on Sept. 1,
2020. Herbert C. Jeffries, managing member, signed the petition.
The Debtor had between $1 million and $10 million in both assets
and liabilities. Judge Eduardo V. Rodriguez oversees the case.
The Debtor tapped Cooper & Scully, PC as bankruptcy counsel. Muskat
Mahony & Devine, LLP, Currin Wuest Mielke Paul & Knapp, PLLC, and
Cantrell & Cantrell, PLLC serve as the Debtor's special counsel.
First Financial Bank, Inc., as lender, is represented by West,
Webb, Allbritton & Gentry, PC.
GLOBAL CARIBBEAN: Unsecureds Will Get 63% of Claims in Plan
-----------------------------------------------------------
Global Caribbean, Inc., filed with the U.S. Bankruptcy Court for
the Southern District of Florida a Disclosure Statement describing
Plan of Reorganization dated Nov. 29, 2021.
The Debtor started in 1990 as a family business dedicated to the
sale of perishables to Mexico for the hotel industry. From there it
rapidly grew to include logistics, freight forwarding services and
equipment sales for the hospitality industry.
The problems that led up to the Debtor having to file for
bankruptcy protection started with the loss of the convention
business in 2008-2009 caused by the economic scandals, the security
issues in Mexico, and the H1N1 virus. All of these factors led to a
major decrease of business.
In order to stop the financial bleeding, immediately after the
commencement of the chapter 11, the Debtor surrendered its business
location to the landlord, and rejected the lease. With the lease
terminated, the expenses of the Debtor on a post petition basis,
have been mainly eliminated, except for the salary of the key
employees, who continue to assist the Debtor in collecting its
accounts receivable.
The Plan contemplates that funding for the distribution to the
secured creditors and the general unsecured creditors holding an
allowed claim in this case will be derived from proceeds received
by the Debtor in its operations, which at this point is mainly in
recover on its accounts receivable.
Class 1 consists of the unsecured claims held by Citibank, N.A.,
("Citibank"). Citibank has filed two separate proofs of claim. One
claim, assigned claim #13 by the Bankruptcy Clerk, is in the amount
of $36,194.68, ("First Claim"). The second proof of claim filed by
Citibank, was assigned claim #14 by the Bankruptcy Clerk, and is in
the amount of $103,079.84, ("Second Claim"). Both the First Claim
and Second Claim arise from loans made to the Debtor under the
Federal Paycheck Protection Program, ("PPP Program"), passed by
Congress and signed into law by President Trump, during the
COV1D-19 outbreak.
Both of these loans are subject to forgiveness, in the event that
the Debtor utilized the funds in accordance with the PPP Program
gridlines, which the Debtor believes it has. To the extent that
either the First Claim or Second Claim are not forgiven, and are
otherwise allowed in this bankruptcy case, then within 14 days
after a final determination on that issue by a court of competent
jurisdiction to make that determination, the Debtor shall pay on
account of the allowed Class one claim(s), and in full satisfaction
of said class one claims, the following: $10,000.00. Class 1 is
impaired under the Plan.
Class 2 consists of the Unsecured General Claims that are not Class
One claims. Upon the Effective Date of the Plan, the Debtor will
cause a payment to the Class 2 creditors holding Allowed Class 2
claims, of a total combined sum of $90,000.00, subject to being
increased by $10,000.00, ("Initial Distribution"), should the Class
1 claims be disallowed and stricken. The Class 2 creditors will
share in the Initial Distribution on a pro rata basis.
The Debtor anticipates the Initial Distribution represents an
approximate 27% distribution to the holders of Allowed General
Unsecured Claims. Thereafter, on the sixth month anniversary of the
Court entering the Order Confirming the Plan, and subject to
sufficient funds being available from the Debtor's continuing
efforts to collect its accounts receivable, another and final
payment up to the total amount of $120,000.00, ("Second
Distribution"), will be made to the Class 2 creditors holding
Allowed Class 2 claims. The Class 2 creditors will share in the
Second Distribution on a pro rata basis. The Second Distribution
represents a potential additional distribution to the Class 2
creditors of 36 % to the holders of Allowed General Unsecured class
2 claims.
The Debtor estimates the total amount of Class 2 claims, subject to
pending or future claim objections, is approximately $326,000.00,
excluding an insider claim in the amount of $1,502,920.00, which
will not receive a distribution pursuant to the Plan. The combined
distribution from the Initial Distribution and the Second
Distribution represents a potential distribution of 63% on account
of the Allowed Class 2 claims. The Initial Distribution and Second
Distribution will be account of, and in full satisfaction of the
Class 2 claims. Class 2 is impaired under the Plan.
Class 3 consists of all Interests in the Debtor. Jose Luis Rivera
and Sandra Aileen Rivera, are the sole owners of the Debtor. The
Class 3 are insiders of the Debtor. Class 3 shall receive no
Distributions on account of their Interests. All pre-petition
interests in the Debtor shall be remain. Class 3 is impaired under
the Plan.
The Plan contemplates that funding the distributions set forth in
the Plan will be derived from the operations of the Debtor's
business, which currently is comprised of collection of accounts
receivable.
A full-text copy of the Disclosure Statement dated Nov. 29, 2021,
is available at https://bit.ly/3I6jI7v from PacerMonitor.com at no
charge.
Attorneys for Debtor:
Brian S. Behar, Esq.
Behar, Gutt & Glazer, P.A.
DCOTA, Suite A-350
1855 Griffin Road
Fort Lauderdale, FL 33004
Phone: (305) 931-3771
Email: bsb@bgglaw.com
About Global Caribbean
Global Caribbean, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-14402) on May 4,
2021. In its petition, the Debtor disclosed total assets of up to
$500,000 and total liabilities of up to $1 million. Judge Scott M.
Grossman oversees the case. Brian S. Behar, Esq., at Behar, Gutt &
Glazer, P.A., is the Debtor's legal counsel.
GLOBAL ENERGY: Seeks to Hire Coon & Cole as Bankruptcy Counsel
--------------------------------------------------------------
Global Energy Services, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Maryland to hire Coon & Cole, LLC to
serve as legal counsel in its Chapter 11 case.
The firm's services include:
(a) consulting with and advising the Debtor as to its powers
and duties in the management of its property;
(b) responding to any effort of creditors to appoint a
trustee or to rescind the automatic stay of Section 362 of the
Bankruptcy Code as to the Debtor's property;
(c) assisting the Debtor in the preparation of those
documents required by the Bankruptcy Code, including bankruptcy
schedules and statement of financial affairs;
(d) representing the Debtor in the formulation and
negotiation of a plan of reorganization;
(e) attending the meeting of creditors and bankruptcy court
hearings;
(f) assisting the Debtor in the preparation of a disclosure
statement; and
(g) drafting and filing legal papers.
The firm's hourly rates are as follows:
Gary R. Greenblatt $450 per hour
Marc E. Shach $400 per hour
Constance M. Hare $380 per hour
As disclosed in court filings, Coon & Cole does not represent
interests adverse to the Debtor or its estate.
The firm can be reached through:
Gary R. Greenblatt, Esq.
Marc E. Shach, Esq.
Coon & Cole, LLC
305 West Chesapeake Avenue, Suite 510
Towson, MD 21204
Phone: 410-244-8800
Fax: 410-825-5941
Email: grg@cooncolelaw.com
mes@cooncolelaw.com
About Global Energy Services LLC
Global Energy Services, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No.
21-17305) on Nov. 19, 2021, listing as much as $10 million in both
assets and liabilities. Judge Nancy V. Alquist presides over the
case. Gary R. Greenblatt, Esq., at Coon & Cole, LLC represents the
Debtor as legal counsel.
GLOBAL IID: S&P Affirms 'B-' Issuer Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings affirmed our 'B-' issuer credit rating on Global
IID Parent, LLC.
S&P said, "At the same time, we assigned our 'B-' issue-level and
'3' recovery ratings to the company's proposed first-lien credit
facilities and our 'CCC' issue-level and '6' recovery ratings to
the proposed $80 million second-lien term loan.
"The stable outlook reflects our expectation that strong revenue
growth over the next 12 months results in a modest drop in adjusted
debt to EBITDA to about 7.0x by year-end 2021 and improving to the
mid-6x area by the end of 2022."
The new capital structure results in a modest improvement in
adjusted leverage. The company will issue a new $40 million
first-lien revolving credit facility, a $385 million first-lien
term loan, and a $80 million second-lien term loan resulting in a
$40 million improvement in total bank debt. S&P said, "We now
forecast a modest improvement in S&P Global Ratings-adjusted debt
to EBITDA to about 7.0x at the end of 2021 relative to our prior
expectations of the mid-7x area. Despite our revised expectation
for slower EBITDA growth, sales increased 3.2% for the 12 months
ended Sept. 30, 2021, driven by a solid rebound since the
second-quarter 2021, as U.S. court and Department of Motor Vehicles
(DMV) centers reopen and the company works through its healthy
backlog. However, the U.S. market experienced a modest revenue
decline for the 12 months ended Sept. 30, 2021, compared to the
same period last year. Nevertheless, this was more than offset by
the company's steady growth in newer international regions and the
contributions from the April 2021 acquisition of competitor
Draeger. Given the company's healthy installation backlog and
ongoing penetration into new regions, we expect 13% revenue growth
in 2021, slowing to the 8%-9% range in 2022 as demand normalizes."
With that said, EBITDA margins expanded by a slower rate of 190
basis points (bps) to 38.1% in the same period, reflecting elevated
operating and installation expenses. Therefore, S&P's revised
base-case forecast assumes EBITDA margins in the 37%-38% in 2021,
with modest contraction to the 36%-37% range in 2022 due to the
reversal of certain cost containment measures. The rollout of the
company's FLEX devices that have remote calibration features and
require fewer service center visits could support an improvement in
EBITDA margins to the 37%-38% range.
S&P said, "We expect the financial policy to remain the same under
new ownership. We expect Apollo Global Management will likely
maintain an aggressive financial risk tolerance given Smart Start's
good profit margins and cash flow generation. If adjusted leverage
were to decline below 6.5x, we would expect large shareholder
distributions. Moreover, we anticipate the company will continue to
pursue bolt-on acquisitions to expand its global market positions
within the ignition interlock markets.
"Our base case assumes the company will generate positive free
operating cash flow (FOCF) of $25 million to $30 million over the
next 12 months. Given the highly fragmented and competitive
marketplace, we anticipate excess cash and incremental debt
financing to fund acquisitions and growth investments with limited
sole-provider opportunities.
"The stable outlook reflects our expectation that strong revenue
growth over the next 12 months results in a modest drop in adjusted
debt to EBITDA to about 7.0x by year-end 2021 and improving to the
mid-6x area by the end of 2022.
"We could raise the rating if the company's adjusted leverage
improved comfortably below 6.5x, and we expect supportive financial
policies would result in adjusted leverage sustain that leverage.
"While unlikely, we could lower our rating if we believe Smart
Start's capital structure is unsustainable due to
weaker-than-expected operating performance, free cash flow turning
negative, liquidity becoming constrained, or increased risk for a
covenant breach. Smart Start may encounter this scenario from
pricing pressure, high investment needs, or a more aggressive
financial policy (including debt-funded dividends and
acquisitions)."
GRUPO AEROMEXICO: Apollo Deal 'Unfair," Junior Creditors Say
------------------------------------------------------------
Eliza Ronalds-Hannon and Steven Church of Bloomberg News report
that lower-ranking creditors in Grupo Aeromexico SAB's bankruptcy
are protesting a plan led by Apollo Global Management Inc. and
Delta Air Lines Inc. they say distributes value unfairly and could
lead to "protracted litigation."
The plan, which calls for Aeromexico's biggest lender, Apollo, and
corporate partner Delta to get ownership stakes in the airline, is
"marred by conflicts of interest and opacity," unsecured creditors
Invictus Global Management and Corvid Peak Capital Management wrote
in a letter Tuesday that also detailed their alternate proposal.
The current plan gives a recovery of as much as 85% for unsecured
creditors.
"The Court should not approve the Exit Financing Motion in the face
of the alternative proposal developed by the Ad Hoc Group (the "Ad
Hoc Group Proposal"), 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 Opco
Group said in a court filing.
"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) and provides markedly improved recoveries for
the fulcrum class of GUC Holders -- i.e., increasing the recovery
range from 14-14.5% to up to 29-31%. 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."
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: Updates Plan to Include Customer Claims Details
-----------------------------------------------------------------
Grupo Aeromexico, S.A.B. de C.V. and its Debtor Affiliates filed
with the U.S. Bankruptcy Court for the Southern District of New
York a Second Revised Joint Plan of Reorganization dated Nov. 29,
2021.
Class 3(a) consists of Aerovias and Grupo Aeromexico Recourse
Claims. The Senior Notes Claims are Allowed in an amount of
$411,355,556 at each of Aerovias and Grupo Aeromexico. Each Holder
of a Class 3(a) subject to and except as otherwise set forth in the
Equity Commitment Party Consideration Elections and the Election
Notices delivered thereunder, its Pro Rata share of (a) the
Unsecured Creditor Cash Distribution and (b) to the extent
necessary to ensure recovery by each Holder of a Class 3(a) Claim
of 100% of the Aggregate Recourse Claim Amount, New Stock in an
amount sufficient to ensure such recovery; provided that if the
Equity Commitment Consideration Elections by the Equity Financing
Commitment Parties would result in more than the full amount of the
Unsecured Creditor Cash Distribution being distributed to the
Holders of Class 3(a) Claims that are Equity Financing Commitment
Parties, such elections shall be reduced pro rata and the
applicable Equity Commitment Party shall receive New Stock in lieu
of such reduced amount received from the Unsecured Creditor Cash
Distribution:
* The amount of the Unsecured Cash Distribution remaining
after distribution to Holders of Class 3(a) Claims, if any (the
"Remaining Cash Pool") shall be allocated to Classes 3(b), 3(c),
3(d) and 3(e) based upon the same allocation of New Stock to such
Classes;
* The portion of the Grupo Aeromexico New Stock Allocation and
the portion of the Aerovias New Stock Allocation available for
distribution to Holders of Allowed Class 3(b) and Class 3(c)
Claims, respectively, shall be adjusted to account for the amount
of New Stock used to satisfy the Class 3(a) Claims;
* The aggregate value of the consideration payable in respect
of a Class 3(a) Claim will be in an amount equal to the full
amounts due and owing on account of such Claim as of the Petition
Date, including any accrued and unpaid interest as of the Petition
Date, but excluding any interest accruing after the Petition Date
(the amount of each such Claim, the "Aggregate Recourse Claim
Amount").
Class 3(b) consists of General Unsecured Claims against Grupo
Aeromexico. Each Holder of a Class 3(b) Claim shall receive, its
Pro Rata share of the Remaining Cash Pool and the Grupo Aeromexico
New Stock Allocation (after accounting for distributions to Holders
of Class 3(a) Claims); provided, that Cash received from the
Preemptive Rights True Up, if any, will correspondingly reduce the
amount of New Stock to be received.
Class 3(c) consists of General Unsecured Claims against Aerovias.
Each Holder of a Class 3(c) Claim shall receive its Pro Rata share
of (i) the Remaining Cash Pool, (ii) the Aerovias New Stock
Allocation (after accounting for distributions to Holders of Class
3(a) Claims), and (iii) the Preemptive Rights True Up allocated to
Class 3(c); provided, that Cash received from the Preemptive Rights
True Up, if any, will correspondingly reduce the amount of New
Stock to be received.
Class 3(d) consists of General Unsecured Claims against Aeromexico
Connect. Each Holder of a Class 3(d) Claim shall receive its Pro
Rata share of (i) the Remaining Cash Pool, (ii) the Aeromexico
Connect New Stock Allocation and (iii) the Preemptive Rights True
Up allocated to Class 3(d); provided that Cash received from the
Preemptive Rights True Up, if any, will correspondingly reduce the
amount of New Stock to be received.
Class 3(e) consists of General Unsecured Claims against Aeromexico
Cargo. Each Holder of a Class 3(e) Claim shall receive its Pro Rata
share of (i) the Remaining Cash Pool, (ii) the Aeromexico Cargo New
Stock Allocation and (iii) the Preemptive Rights True Up allocated
to Class 3(e); provided that Cash received from the Preemptive
Rights True Up, if any, will correspondingly reduce the amount of
New Stock to be received.
Class 4(a) consists of Unsecured Convenience Class Claims against
Grupo Aeromexico. Each Holder of an Allowed Unsecured Convenience
Class Claim against Grupo Aeromexico shall receive, on account cash
equal to the par amount of such Allowed Claim. Unsecured
Convenience Class Claims against Grupo Aeromexico are Unimpaired
under the Plan. Holders of Unsecured Convenience Class Claims
against Grupo Aeromexico are conclusively presumed to accept this
Plan pursuant to section 1126(f) of the Bankruptcy Code.
Class 4(b) consists of Unsecured Convenience Class Claims against
Aerovias. Each Holder of an Allowed Unsecured Convenience Class
Claim against Aerovias shall receive, on account of such Allowed
Claim against Aerovias, a Cash payment in an amount equal to the
lesser of (a) 30% of such Allowed Claim or (b) its Pro Rata share
of the Unsecured Convenience Class Cash Pool. Unsecured Convenience
Class Claims against Aerovias are Impaired under the Plan.
Class 4(c) consists of Unsecured Convenience Class Claims against
Aeroméxico Connect. Each Holder of an Allowed Unsecured
Convenience Class Claim against Aeromexico Connect shall receive,
on account of such Allowed Claim against Aeromexico Connect, a Cash
payment in an amount equal to the lesser of (a) 30% of such Allowed
Claim or (b) its Pro Rata share of the Unsecured Convenience Class
Cash Pool. Unsecured Convenience Class Claims against Aeromexico
Connect are Impaired under the Plan.
Class 4(d) consists of Unsecured Convenience Class Claims against
Aeromexico Cargo. Each Holder of an Allowed Unsecured Convenience
Class Claim against Aeromexico Cargo shall receive, on account of
such Allowed Claim against Aeromexico Cargo, a Cash payment in an
amount equal to the lesser of (a) 30% of such Allowed Claim or (b)
its Pro Rata share of the Unsecured Convenience Class Cash Pool.
Unsecured Convenience Class Claims against Aeromexico Cargo are
Impaired under the Plan.
Class 5 consists of Customer Claims against any of the Debtors.
Each Holder of an Allowed Customer Claim shall receive, on account
of such Allowed Claim, a Voucher in the full amount of the Customer
Claim pursuant to the Customer Claims Procedures, or such other
treatment consistent with the Customer Claims Procedures. Any
Holder of an Allowed Customer Claim who receives and returns a
Voucher Election Form and who opts to receive a Voucher by no later
than the Confirmation Hearing, and has otherwise not had their
Claims satisfied pursuant to the Customer Claims Procedures, will
receive the treatment provided to General Unsecured Claims or
Unsecured Convenience Class Claims, as applicable, against the
applicable Debtor on account of such Customer Claim. Customer
Claims are Unimpaired.
Class 8 consists of Interests in Grupo Aeromexico. Holders of
Interests Grupo Aeromexico shall receive no distribution on account
of such Interests provided, however that the Debtors or Reorganized
Debtors, as applicable, shall conduct a Statutory Equity Rights
Offering as required pursuant to applicable Mexican law.
The Debtors shall raise an aggregate of $720 million of equity
capital through the Equity Financing and $762.5 million of debt
through the Debt Financing and/or the Alternative Exit Debt
Financing. In connection with the consummation of the Plan, the
Equity Financing shall be consummated in accordance with the terms
of the Equity Financing Commitment Letter, the Term Sheet, the
Subscription Agreement, and the other relevant Plan Documents the
Debt Financing and/or the Alternative Exit Debt Financing shall be
consummated in accordance with the terms of the Debt Financing
Commitment Letter, the documents setting forth the terms of the
Alternative Exit Debt Financing and the Plan Documents, as
applicable.
On the Effective Date, the Debtors shall consummate the Equity
Financing, through which Reorganized Grupo Aeromexico shall issue
$720 million of equity capital consisting of New Stock and shall
cause Reorganized Grupo Aeromexico to issue New Stock on account of
the Equity Commitment Premium. The New Stock issued pursuant to the
Equity Financing and on account of the Equity Commitment Premium
shall be purchased and/or subscribed by the Equity Financing
Commitment Parties on the terms and conditions set forth in the
Equity Financing Commitment Letter, the Term Sheet and the
Subscription Agreement.
Also on the Effective Date, the Debtors shall consummate either (i)
the Debt Financing, through which Reorganized Grupo Aeromexico
shall issue $ 762.5 million in New First Lien Notes, which the Debt
Financing Commitment Parties have committed to purchase or fund on
the terms and conditions set forth in the Debt Financing Commitment
Letter, New First Lien Notes Indenture and New First Lien Notes
Purchase Agreement or (ii) the Alternative Exit Debt Financing.
The Mexican Investors shall receive the Mexican Investor Stock
(subject to the Specified Dilution), payable on the Effective Date,
in exchange for the Mexican Investor Purchase Amount, the agreement
to comply with the Mexican Investor Covenants and related benefits
to be made available to the Company by the Mexican Investors. The
Mexican Investor Stock shall be issued on the Effective Date to the
Mexican Investors, and the Mexican Investor Stock shall be
allocated to the Mexican Investors according to an allocation
schedule acceptable to the Mexican Investors.
The Debtors shall fund Plan Distributions with (a) the proceeds of
the Equity Financing; (b) the proceeds of the Debt Financing; (c)
Cash on hand; and (d) New Stock in Reorganized Grupo Aeromexico.
Counsel to the Debtors:
DAVIS POLK & WARDWELL LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
Facsimile: (212) 701-5800
Marshall S. Huebner
Timothy Graulich
James I. McClammy
Stephen D. Piraino
Erik Jerrard
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.
HELIUS MEDICAL: Dane Andreeff Holds 8.7% of Class A Shares
----------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Dane C. Andreeff disclosed that as of Nov. 12, 2021, he
beneficially owns 346,062 Class A common stock, par value $0.001,
of Helius Medical Technologies, Inc., which represents 8.7 percent
of the Class A shares outstanding.
Maple Leaf Capital I, LLC also reported beneficial ownership of
184,316 shares of Class A common stock or 4.8 percent of the Class
A shares outstanding.
On Nov. 12, 2021, Helius closed a public offering pursuant to which
it issued and sold shares of common stock. Affiliates of the
reporting persons participated in the offering on the same terms
and conditions as all other buyers and purchased 37,500 shares of
common stock for an aggregate purchase price of $300,000 ($8.00 per
share of common stock). The securities acquired in the offering
were purchased with working capital of Maple Leaf Partners, L.P.,
Maple Leaf Partners I, L.P., Maple Leaf Partners Discovery I, L.P.,
and Maple Leaf Offshore, Ltd.
Mr. Andreeff is the managing member of Maple Leaf Capital, and the
general partner of each of MLP, MLPI and MLD. He is the president
of the managing member of Andreeff Equity Advisors, LLC, the
investment manager of MLO.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1610853/000156459021057152/hsdt-sc13da.htm
About Helius Medical
Helius Medical Technologies -- http://www.heliusmedical.com-- is a
neurotech company focused on neurological wellness. Its purpose is
to develop, license or acquire non-invasive technologies targeted
at reducing symptoms of neurological disease or trauma.
Helius Medical reported a net loss of $14.13 million for the year
ended Dec. 31, 2020, compared to a net loss of $9.78 million for
the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company
had $7.88 million in total assets, $2.84 million in total
liabilities, and $5.04 million in total stockholders' equity.
Philadelphia, Pennsylvania-based BDO USA, LLP issued a "going
concern" qualification in its report dated March 10, 2021, citing
that the Company has incurred substantial net losses since its
inception, has an accumulated deficit of $118.9 million as of
Dec. 31, 2020 and the Company expects to incur further net losses
in the development of its business. These conditions raise
substantial doubt about its ability to continue as a going concern.
HYSTER-YALE MATERIALS: S&P Lowers ICR to 'B', on Watch Negative
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on lift truck
manufacturer Hyster-Yale Materials Handling Inc. to 'B' from 'B+'
and its issue-level rating on its senior secured debt to 'BB-' from
'BB'. S&P's '1' recovery rating on the senior secured debt is
unchanged. The ratings remain on CreditWatch, where S&P placed them
with negative implication on Nov. 5, 2021.
The CreditWatch negative status reflects the chance of a downgrade
if S&P does not believe Hyster-Yale will meet S&P Global Ratings'
projections for operations and liquidity. S&P expects to resolve
the CreditWatch over the next 90 days.
The downgrade of the company reflects the deterioration in credit
metrics resulting from continued high-input cost inflation and a
large backlog. The company's record backlog of about 99,000 units
is growing because component availability disrupted production and
shipments. The higher backlog has extended delivery lead times
substantially, which has affected the company's ability to address
material and freight cost inflation. Despite implementing price
increases several times over the course of 2021, the company is
still building trucks booked under previous pricing structures.
Trucks booked priced above inflationary costs will not be built
until the second half of 2022 because of the backlog. As a result,
the company is anticipating operating profit to be negative at
least through the first half of 2022 because the company is unable
to reprice a majority of orders already in the backlog. The company
is looking to pass on costs to some of its customers where
possible, including costs for freight or transportation. S&P
forecasts the company's leverage to spike over the near term and
settle at about 8x by fiscal year-end 2022 because the company
expects to return to operating profit in the second half of 2022
since increased shipment volume will include higher-priced lift
trucks. The expectation assumes the stabilization or reduction of
product and transportation costs and better component and logistics
availability in the second half of 2022.
S&P said, "In addition to these operational challenges, we are now
forecasting higher working capital requirements over the next 12
months, which is reducing our projected free cash flow. The company
is experiencing supplier component volume shortages, logistic
delays and capacity constraints, component cost inflation due to
rising commodity prices, expediting and premium freight costs, and
the mismatched timing of price increases to cost increases. In
addition, the company is sitting on a large quantity of unmatched
inventory because certain component shortages have delayed delivery
of vehicles. While the company plans to address these supply
shortfalls, it will continue to increase working capital needs
through the next few quarters and reduce free cash flow. We expect
free cash flow to be flat in 2022, supported by positive operating
profit in the second half of 2022 compared with nearly $300 million
of negative FOCF projected at the end of 2021.
"Hyster-Yale's liquidity remains adequate, and we do not believe it
is an immediate concern. The company has adequate liquidity that is
supported by sources exceeding uses by more than 1.2x over the next
12 months, with liquidity projected to remain positive even if
EBITDA decreases 15%. The company maintains sufficient availability
under the asset-based lending (ABL) revolving credit facility, with
borrowing capacity of $245.9 million at the end of the third
quarter and a springing fixed-charge coverage ratio of 1x that we
do not expect to be tested in the next 12 months.
"We expect to resolve the CreditWatch placement over the next 90
days. We will assess the rating on Hyster-Yale Materials Handling
Inc. based on further review of cash flow and liquidity and
evaluate the sharp rise of working capital and our expectations for
revolver usage over the next few quarters. It is possible we could
lower the rating by one notch when we resolve the CreditWatch."
II-VI INC: S&P Affirms 'BB-' ICR, Off CreditWatch Negative
----------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issuer credit rating on II-VI
Inc and removed all of its ratings on the company from CreditWatch,
where S&P placed them with negative implications on March 31,
2021.
At the same time, S&P assigned its 'BB-' issue-level rating and '3'
recovery rating to the company's proposed term loan B.
S&P said, "The stable outlook reflects our expectation that II-VI
will benefit from positive demand trends in both its stand-alone
business and Coherent's business over the next two years. Despite
its high starting S&P Global Ratings-adjusted leverage (in the
mid-5x area immediately following closing), we project that the
combined company will generate annual free cash flow of greater
than $600 million and anticipate its leverage decline below 5x
during the 12 months following the close of the deal. II-VI has a
strong track record of M&A integration and leverage reduction. In
addition, we view it as being well-positioned in its key segments
and expect the company (pro forma for the Coherent acquisition) to
be a leader in the photonics value chain.
"With greater than $4.5 billion of annual revenue pro forma for the
Coherent acquisition, we view II-VI as one of the largest photonics
and compound semiconductor companies with expertise across multiple
end markets, including datacom/telecom, lasers, 3D sensing, power
electronics, and extreme ultraviolet lithography. The company's
products are deployed in a variety of applications, including laser
cutting, welding and marking operations, 3D sensing consumer
applications, and optical, data, and wireless communication
products. The company is also a supplier of strategic military
applications, semiconductor processing and tooling, and
thermoelectric cooling and power generation solutions."
Through its acquisition of Finisar in 2019, II-VI acquired
enterprise, data center, and telecom original equipment
manufacturer (OEM) customers. The company sells its products either
as components (e.g. pump lasers, modulators, reconfigurable optical
add-drop multiplexers, optical amplifiers) or as larger subsystems
to telecom equipment makers like Ciena, Nokia, and Cisco.
The acquisition of Coherent will provide II-VI with additional
optoelectronics expertise. The combined company would rank among
the top players in each of its key end markets (datacom/telecom,
consumer electronics, industrial, life science, and aerospace and
defense) with market shares of 10%-25%. The two companies offer
complementary technology platforms in components and systems that
will likely lead to a significant increase the scale of II-VI's
operations, an improvement in its manufacturing efficiency, and a
strengthening of its cost competitiveness.
The company's financial risk is characterized by its S&P Global
Ratings-adjusted leverage in the mid-5x area immediately following
the close of the Coherent acquisition and the associated debt
issuance. S&P said, "We note that just under 2x of II-VI's S&P
Global Ratings-adjusted leverage is related to the $2.15 billion
Bain Capital investment, which we treat as debt under our criteria
(though this investment will not accrue any cash interest over the
first four years). We expect the company's S&P Global
Ratings-adjusted leverage to improve further to about 4x over the
next two years, supported by revenue growth and its improving cost
structure. Additionally, we expect II-VI to sustain annual free
cash flow to debt of more than 10%."
The company has targeted about $250 million of run-rate synergies
from the Coherent acquisition, which it plans to realize in the
three years following the close of the transaction. Most of these
synergies are tied to lower material sourcing costs stemming from
supply chain improvements, an improvement in its cost structure
following the merger of the two public companies, and more
efficient research and development (R&D) given its increased scale.
II-VI has a good track record of integrating its M&A targets and
over-delivered on the synergies its realized from its acquisition
of Finisar. As such, S&P views its $250 million synergy target in
the next three years as mostly achievable.
S&P said, "The stable outlook reflects our expectation that II-VI
will successfully integrate Coherent's assets, generate high-single
digit organic revenue growth, and improve its profitability over
the next 12 months. We also expect the company to generate $600
million annual free cash flow and project its S&P Global
Ratings-adjusted leverage will decline below 5x in the 12 months
following the close of the deal.
"We could lower our rating on II-VI Inc. if it sustains S&P Global
Ratings-adjusted leverage of more than 5x. This could occur due to
a combination of weak demand for its products, challenges with its
integration of Coherent, or additional debt-funded acquisitions."
S&P could raise its rating on II-VI Inc. if it is able to:
-- Successfully integrate Coherent;
-- Sustain revenue growth in-line with the expansion of the
overall semiconductor industry;
-- Improve its S&P Global Ratings-adjusted leverage to about 3x;
and
-- Increase its free cash flow to debt to 15% or higher.
INSTALLED BUILDING PRODUCTS: S&P Rates Sr. Sec. Term Loan B 'BB+'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '1'
recovery rating to Columbus, Ohio-based insulation and building
material installer and distributor Installed Building Products
Inc.'s (IBP) proposed $500 million senior secured term loan B due
2028. The '1' recovery rating indicates its expectation for very
high (90%-100%; rounded estimate: 95%) recovery in the event of a
payment default. The company will use the proceeds to repay its
existing $200 million term loan B, to fund various add-on
acquisitions, and for general corporate purposes. The '5' recovery
rating and 'B+' issue-level rating on the company's $300 million
senior unsecured notes are unchanged.
S&P said, "We view the transaction as neutral from a ratings
perspective. While slightly leveraging at close, we forecast that
strong near-term demand fundamentals in the single-family
construction sector, a solid pipeline of installation work, and
sustained profit margins will enable IBP to maintain its S&P Global
Ratings-adjusted leverage in the 2x-3x area over the next 12 to 18
months. We expect the company will maintain a conservative
financial policy, including limited debt-funded acquisitions,
dividends, and share repurchases."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- IBP's pro forma debt capitalization will comprise a $200
million asset-based revolving credit facility, $77 million of other
secured debt, the new $500 million senior secured term loan B due
2028, and $300 million senior unsecured notes due 2028.
-- IBP is the issuer and borrower of the debt.
-- S&P's simulated default scenario contemplates a default
occurring in 2024 stemming from decreased demand due to a downturn
in the company's end markets (U.S. single-family residential
construction) and heightened competition.
-- S&P's assessment of its recovery prospects contemplates a
reorganization value for the proforma company of about $790
million, which reflects emergence EBITDA of about $158 million and
a 5x multiple.
Simulated default assumptions
-- Simulated year of default: 2024
-- EBITDA at emergence: $158 million
-- Implied enterprise valuation multiple: 5x
-- Gross enterprise valuation: About $790
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): About
$750 million
-- Priority claims and adjustments (ABL revolving facility is
assumed 60% drawn at default, at about $120 million; vehicle and
equipment notes: $77 million): $200 million
-- Total collateral value for senior secured term lenders: $550
million
-- Total term loan B claim: $500 million
--Recovery expectation: 90%-100%; rounded estimate: 95%
-- Total collateral value for senior unsecured lenders: $50
million
-- Total senior unsecured notes claim: $310 million
--Recovery expectation: 10%-30%; rounded estimate: 15%
Note: Estimated claim amounts include about six months' accrued but
unpaid interest.
KEYERA CORP: DBRS Confirms BB(high) Rating on Subordinated Notes
----------------------------------------------------------------
DBRS Limited confirmed the Issuer Rating and the rating of the
Senior Unsecured Notes of Keyera Corp at BBB. DBRS Morningstar also
confirmed the rating of the Company's Subordinated Notes at BB
(high). All trends are Stable.
The confirmations are based on the Company's financial resiliency
in coping with the low oil price environment and the ongoing
Coronavirus Disease (COVID-19) pandemic. Keyera's business risk
profile has remained solid in 2020 and the first half of 2021,
largely benefitting from integrated midstream infrastructure
assets, including gathering and processing (G&P) networks and
facilities and natural gas liquids processing and fractionation
facilities. These businesses generate relatively predictable cash
flow from medium-term to long-term contracts. The contracts, all
fee for service (FFS) with a significant portion under take-or-pay
(TORP) arrangements, effectively mitigated the impact of the low
oil prices and lower production activities from the oil producers
in Western Canada in 2019 and 2020. DBRS Morningstar expects the
average contract life to lengthen going forward, as many ongoing
capital projects are under longer-term contracts than those in its
current portfolio. The re-contracting risk for continuing contracts
has been modest because of the locations of the Company's
facilities, its competitive position, and its integrated
infrastructure networks that have provided benefits to the
producers.
DBRS Morningstar believes the relatively stable G&P and Liquids
Infrastructure businesses, which are expected to account for
approximately 75% of Keyera's EBITDA on a long-term basis, will
remain key in supporting the Company's future business risk
profile, its credit metrics, and cash flow stability. The
confirmations also take into account DBRS Morningstar's expectation
that Keyera's credit metrics will remain strong over the medium
term. The Company maintained strong credit metrics in the first
half of 2021 benefitting from the G&P and Liquids Infrastructure
segments despite a significant decrease in the volatile Marketing
segment.
DBRS Morningstar's ratings of Keyera incorporate, among other
factors, the Company's ability to mitigate the following risks: (1)
counterparty risk as the shippers' credit quality weakened in 2020
and early 2021, reflecting prolonged weak commodity price in the
Western Canada region; (2) the risk associated with project
development and Keyera's ability to finance its capital projects
(including Key Access Pipeline System (KAPS, 50% owned), a NGL and
condensate pipeline, which transports Montney and Duvernay
production to Keyera's fractionation assets and condensate system
in Fort Saskatchewan) within reasonable leverage; and (3) the
Marketing segment's volatile cash flow because of seasonality and
exposure to commodity prices, particularly for the iso-octane
marketing business, which accounts for a significant portion of the
Marketing segment's operating margin.
DBRS Morningstar believes the Marketing segment will generate
approximately 25% of total operating margin on a long-term basis.
The Marketing segment consists of the iso-octane business, which is
volatile, and the product margin business, which is relatively
stable. Historical operating margins in the iso-octane business
were strong but are expected to decrease significantly in 2021
reflecting rising feedstock prices. This expectation is consistent
with the Company's long-term forecast. DBRS Morningstar notes that
Keyera's product margin business, which forms an integral part of
the Company's integrated system and value chain, does not have
material exposure to commodity price risk as most commodities
(condensate, butane, and ethane) are bought and sold on the same
index within weeks. In addition, cash flow from the Marketing
business is further protected with Keyera's hedging program aiming
at a significant portion of its inventory within the next 12 months
on a rolling basis. Despite entailing higher risk than the G&P and
Liquids Infrastructure segments, the Marketing segment in general
and the iso-octane business in particular have always generated
positive free cash flow for Keyera, and this is expected to
continue in the medium term.
Keyera is currently undertaking a number of major projects in the
G&P and Liquids Infrastructure segments. The Company's current
capital projects are mostly supported by long-term FFS or TORP
contracts with a majority of the counterparties being
investment-grade or providing security. Keyera's capital
expenditure (capex) program is between $425 million and $485
million for 2021 (including maintenance capex), which is modestly
lower than 2020 and significantly lower than 2019. Free cash flow
deficits are expected to be incurred over the medium term, but the
deficits should be lower than in previous years. A modest increase
in capex is expected in 2022. A majority of capex in 2021 and 2022
will be spent on the KAPS project.
The Stable trends reflect DBRS Morningstar's expectations that (1)
Keyera will continue to fund its capex program within its target of
debt-to-EBITDA ratio within the 4.0 times range. DBRS Morningstar
expects key credit metrics to be modestly pressured over the near
to medium term but expects them to remain solid and improve once
current projects are completed and begin to generate cash flows.
While DBRS Morningstar does not anticipate an upgrade in the near
term, Keyera's ratings could be negatively affected should its key
credit metrics weaken substantially over a sustained period or
should its business risk profile deteriorate significantly from the
current level.
Notes: All figures are in Canadian dollars unless otherwise noted.
LATAM AIRLINES: UCC Says Debt Deal Wrongly Favors Top Shareholders
------------------------------------------------------------------
Steven Church, writing for Bloomberg News, reports that an official
committee of unsecured creditors told the judge overseeing Chilean
air carrier Latam Airlines Group's bankruptcy said Latam Airlines'
reorganization plan wrongly favors top shareholders over creditors
and will fail to win court approval.
"The plan is a very rich deal for the inside shareholders," Allan
S. Brilliant, an attorney for the committee, said during a court
hearing Tuesday, November 30, 2021.
The proposal came out of mediation talks overseen by a former
bankruptcy judge and is based on a deal with groups that control at
least 51% of the company's stock, according to court records.
About LATAM Airlines Group
LATAM Airlines Group S.A. -- http://www.latam.com/-- is a
pan-Latin American airline holding company involved in the
transportation of passengers and cargo and operates as one unified
business enterprise. It is the largest passenger airline in South
America.
Before the onset of the COVID-19 pandemic, LATAM offered passenger
transport services to 145 different destinations in 26 countries,
including domestic flights in Argentina, Brazil, Chile, Colombia,
Ecuador and Peru, and international services within Latin America
as well as to Europe, the United States, the Caribbean, Oceania,
Asia and Africa.
LATAM and its 28 affiliates sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in
Chile, Peru, Colombia, Ecuador and the United States are part of
the Chapter 11 filing.
The Debtors disclosed $21,087,806,000 in total assets and
$17,958,629,000 in total liabilities as of Dec. 31, 2019.
The Hon. James L. Garrity, Jr., is the case judge.
The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as
bankruptcy counsel, FTI Consulting as restructuring advisor, Lee
Brock Camargo Advogados as local Brazilian litigation counsel, and
Togut, Segal & Segal LLP and Claro & Cia in Chile as special
counsel. The Boston Consulting Group, Inc. and The Boston
Consulting Group UK LLP serve as the Debtors' strategic advisors.
Prime Clerk LLC is the claims agent.
The official committee of unsecured creditors formed in the case
tapped Dechert LLP as its bankruptcy counsel, Klestadt Winters
Jureller Southard & Stevens, LLP as conflicts counsel, UBS
Securities LLC as investment banker, and Conway MacKenzie, LLC as
financial advisor. Ferro Castro Neves Daltro & Gomide Advogados is
the committee's Brazilian counsel.
The Ad Hoc Group of LATAM Bondholders tapped White & Case LLP as
counsel.
Glenn Agre Bergman & Fuentes, LLP, led by managing partner Andrew
Glenn and partner Shai Schmidt, has been retained as counsel to the
Ad Hoc Committee of Shareholders.
LECLAIRRYAN PLLC: Court Okays Trustee's $9.5M Deal With Insurer, Ex
-------------------------------------------------------------------
Jack Karp of Law360 reports that the trustee for the bankrupt
LeClairRyan has received the go-ahead from a Virginia federal judge
for a nearly $9.5 million settlement with the firm's insurer and
former leaders of allegations of a conspiracy with legal services
provider UnitedLex that helped sink the firm.
Columbia Casualty Co. will pay LeClairRyan's Chapter 7 trustee,
Lynn Tavenner, $9. 475 million to settle certain "covered claims"
including breach of fiduciary duty, breach of contract and fraud,
according to the deal approved on Monday, November 29, 2021, by U.
S. Bankruptcy Court Judge Kevin R. Huennekens in Richmond.
About LeClairRyan PLLC
Founded in 1988, LeClairRyan PLLC is a national law firm with 385
attorneys, including 160 shareholders, at its peak. The firm
represented thousands of clients, including individuals and local,
regional, and global businesses.
Following massive defections by its attorneys LeClairRyan, members
of the firm in July 2019 voted to effect a wind-down of the
Debtor's operations.
LeClairRyan PLLC sought Chapter 11 protection (Bankr. E.D. Va. Case
No. 19-bk-34574) on Sept. 3, 2019, to effect the wind-down of its
affairs.
In its Chapter 11 petition, the firm listed a range of 200-999
creditors owed between $10 million and $50 million. The firm claims
assets of $10 million to $50 million.
The Hon. Kevin R Huennekens is the case judge.
Richmond attorneys Tyler Brown and Jason Harbour of Hunton Andrews
Kurth represented LeClairRyan in the case. Protiviti was the
Debtor's financial adviser for the liquidation.
The bankruptcy case was converted to a Chapter 7 liquidation on
Oct. 24, 20219. Lynn L. Tavenner was named a Chapter 7 trustee, and
then Benjamin C. Ackerly, a successor trustee.
The Chapter 7 trustee Ackerly's counsel:
Tyler P. Brown
Hunton Andrews Kurth LLP
Tel: 804-788-8200
E-mail: tpbrown@huntonak.com
LEDGE LLC: Seeks to Hire Gooding Law Firm as Bankruptcy Counsel
---------------------------------------------------------------
The Ledge, LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Oklahoma to hire The Gooding Law Firm, P.C.
to serve as legal counsel in its Chapter 11 case.
The firm's hourly rates are as follows:
O. Clifton Gooding $425 per hour
Mark B. Toffoli $425 per hour
Angela N. Stuteville $325 per hour
Legal assistants $125 per hour
As disclosed in court filings, Gooding neither holds nor represents
an interest adverse to the Debtor's bankruptcy estate.
The firm can be reached through:
O. Clifton Gooding, Esq.
The Gooding Law Firm, P.C.
204 N. Robinson Avenue, Suite 1235
Oklahoma City, OK 73102
Tel: (405) 948-1978
Fax: (405) 948-0864
Email: cgooding@goodingfirm.com
About The Ledge LLC
The Ledge, LLC, a company based in Oklahoma City, Okla., filed its
voluntary petition for Chapter 11 protection (Bankr. W.D. Okla.
Case No. 21-13058) on Nov. 18, 2021, listing up to $50,000 in
assets and up to $10 million in liabilities. Justin Lee Schovanec,
managing member of Left Frame, LLC, signed the petition.
O. Clifton Gooding, Esq., at The Gooding Law Firm, P.C. represents
the Debtor as legal counsel.
LEFT FRAME: Case Summary & 3 Unsecured Creditors
------------------------------------------------
Debtor: Left Frame Lofts LLC
13919 N. May Ave,
Suite B, 219
Oklahoma City, OK 73134
Business Description: Left Frame Lofts LLC is the fee simple owner
of undeveloped apartments located at 631 W.
California Avenue, Oklahoma City, OK valued
at $3.17 million.
Chapter 11 Petition Date: December 1, 2021
Court: United States Bankruptcy Court
Western District of Oklahoma
Case No.: 21-13153
Debtor's Counsel: O. Clifton Gooding, Esq.
THE GOODING LAW FIRM, P.C.
204 N. Robinson Avenue, Suite 1235
Oklahoma City, OK 73102
Tel: (405) 948-1978
Fax: (405) 948-0864
Email: cgooding@goodingfirm.com
Total Assets: $3.18 million
Total Liabilities: $3.27 million
The petition was signed by Justin Schovanec as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/2PBYK4A/Left_Frame_Lofts_LLC__okwbke-21-13153__0001.0.pdf?mcid=tGE4TAMA
LEVANT GROUP: Wins Cash Collateral Access Thru Jan 31
-----------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has approved the stipulation between Levant Group and the United
States government, on behalf of the U.S. Small Business
Administration, regarding the Debtor's use of cash collateral.
The Debtor is permitted to use cash collateral until an order is
entered confirming the Debtor’s plan of reorganization or until
January 31, 2022, whichever occurs earlier.
As previously reported by the Troubled Company Reporter, the
parties agree that as adequate protection for the Debtor's use of
cash collateral, the SBA will receive a replacement lien to the
extent the automatic stay, the use, sale or lease of the personal
property collateral would result in a decrease in the value of the
SBA's interest in the collateral postpetition.
The parties also agree the SBA will have a secured claim of
$150,000, plus all accrued interest, and the Debtor will diligently
seek confirmation of a Chapter 11 reorganization plan in its case.
A copy of the order is available for free at https://bit.ly/3pzWXR9
from PacerMonitor.com.
About Levant Group
Levant Group sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-14537) on May 31,
2021, listing $100,001 to $500,000 in both assets and liabilities.
Judge Deborah J Saltzman presides over the case. Rose Ann Frazee,
Esq., at Frazee Law Group, represents the Debtor as legal counsel.
LS PARENT: S&P Downgrades ICR to 'B-', Outlook Stable
-----------------------------------------------------
S&P Global Ratings lowered its ratings on Ada, Okla.-based legal
and ID theft protection services provider LS Parent Corp. (Pre-Paid
Legal Services Inc. or LegalShield), including lowering the issuer
credit rating to 'B-' from 'B', reflecting its expectation that
leverage will be elevated in the 8x area.
S&P said, "We assigned our 'B-' issue-level rating to the company
proposed first-lien revolver and term loan. The recovery rating is
'3', indicating our expectation for meaningful (50%-70%, rounded
estimate: 50%) recovery in the event of a payment default.
"At the same, we assigned our 'CCC' issue-level rating to the
company's proposed second-lien term loan. The recovery rating is
'6', indicating our expectation for negligible (0%-10%, rounded
estimate: 0%) recovery in the event of a payment default.
"The stable outlook reflects our view the company will continue to
generate healthy free operating cash flow of above $30 million a
year and will manage leverage around 8x for the next 12 months.
"The 'B-' rating reflects our view that the company's financial
policy has become more aggressive, and leverage will be sustained
in the 8x area. We view the use of debt to fund shareholder returns
as an indicator of an aggressive financial policy. The incremental
debt to fund the proposed $415 million dividend will add three
turns of leverage to the company, which is significant. Our
previous expectation was for the company to operate with leverage
sustained below 7x and pro forma for this transaction it will be
maintained above 8x through 2022. This transaction comes on the
heels of the company outperforming our expectation from
better-than-expected revenue growth and faster margin expansion
from a combination of channel mix and price increases in 2021. For
the last-12-months (LTM) ended September 2021, leverage decreased
to 5.6x from 6.9x at the end of 2020.
"The company is increasing prices on its service offerings, and we
believe execution risk remains. EBITDA margins expanded faster than
we had previously expected in the third quarter of 2021 as the
company began its price increase initiatives across its service
offerings. We view the price increases positively, as its product
offerings and service levels have proven to be resilient during the
pandemic. There was an uptick in the utilization of its services
for more complex tenant/landlord and employment disputes that, in
our opinion, command a price premium. In addition, the company has
invested in its digital platforms and service offerings to enhance
its user experience which should also support its price increases.
However, we believe risk remains with rolling out price increases
across its entire customer base, as some of its consumers might not
react favorably to price increases, which could result in higher
cancelation rates. In addition, despite the price increases, we
expect EBITDA margins to remain flat to current levels as we
believe the company will reinvest in technology capabilities and
talent for growth. LegalShield is a subscription business where
first-year customer acquisition costs are high, thus we do not
believe the company will be able to continue to expand margins as
seen in the last several quarters as it seeks to gain new customers
and incurs these costs over the next 12 months."
LegalShield offers discretionary products that could face
challenges during times of economic uncertainty. LegalShield
benefits from revenue visibility due to its subscription-based
business model with good retention rates. Still, S&P continues to
view the prepaid legal services and identity theft protection
industries as highly competitive with low switching costs.
LegalShield is a lower-cost alternative for consumers to engage
legal services compared to retaining a lawyer directly; thus, the
demand for its products should remain stable when consumers have
discretionary income. However, S&P continues to view subscription
services as highly discretionary, and consumers would likely cancel
its subscriptions if real income levels drop and remain suppressed
for a prolonged period.
The stable outlook reflects S&P's view the company will continue to
generate healthy free operating cash flow of above $30 million a
year and will manage leverage around 8x for the next 12 months.
S&P could lower its rating if the company's capital structure
becomes unsustainable, with leverage approaching the double-digit
area or the interest coverage ratio weakens to the mid-1x area,
which could occur if:
-- Membership declines from either higher cancelations or
increasing competition.
-- It cannot effectively manage customer acquisition costs or
offsets inflation such that margins deteriorate.
-- Its financial policy becomes even more aggressive, and the
company continues to undertake debt-funded acquisitions or
shareholder returns.
While unlikely in the next 12 months, S&P could raise its rating if
leverage stays below 7x. This could occur if:
-- The financial policy becomes less aggressive, and the company
prioritizes debt repayment instead of shareholder-friendly
activities and operates with sustained lower leverage.
MATLINPATTERSON GLOBAL: Seeks to Hire Ernst & Young as Auditor
--------------------------------------------------------------
MatlinPatterson Global Opportunities Partners II, L.P. and its
affiliates seek approval from the U.S. Bankruptcy Court for the
Southern District of New York to hire Ernst & Young, Ltd. as their
auditor.
The firm will audit and report on the financial statements of
MatlinPatterson, MatlinPatterson Global Opportunities (SUB) II,
L.P. and MatlinPatterson Global Opportunities Partners (Cayman) II
L.P. for the year ended Dec. 31, 2021.
The firm will bill a fixed fee of $287,000.
Meanwhile, fees for special audit-related projects will be billed
at the following rates:
National Executive Director/ $890 per hour
Principal/Partner
Executive Director/ $700 per hour
Principal/Partner
Senior Manager $605 per hour
Manager $510 per hour
Senior $350 per hour
Staff $180 per hour
As disclosed in court filings, Ernst & Young is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Layman Daniel Scott
Ernst & Young, Ltd.
Union Square
841 Broadway, 8th floor,
New York, NY 10003
Phone: +1 212 773 5723
About MatlinPatterson Global
MatlinPatterson Global Opportunities Partners II L.P. is a private
investment fund structured as limited partnership entity organized
in the State of Delaware.
MatlinPatterson and its affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No 21-11255) on July 6, 2021, disclosing
total assets of $100 million to $500 million and total liabilities
of $10 million to $50 million. The cases are handled by Judge
David S. Jones.
The Debtors tapped Simpson Thacher & Bartlett, LLP as bankruptcy
counsel; Schulte Roth & Zabel, LLP as conflicts counsel; FTS US
Inc. as tax consultant; Ernst & Young, LLP as tax services
provider; and North Country Capital LLC as restructuring advisor.
Matthew Doheny of North Country Capital serves as the Debtors'
chief restructuring officer. Kurtzman Carson Consultants, LLC is
the claims, noticing and administrative agent.
MATTHEWS INTERNATIONAL: S&P Affirms 'BB' LT Issuer Credit Rating
----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' long-term issuer credit rating
and revised the outlook to stable from negative on Matthews
International Corp.
S&P said, "The stable outlook reflects our expectation that
adjusted debt to EBITDA will remain 3.5x-4.5x based on low
single-digit revenue growth, EBITDA margins contract about 200
basis points to 11%, and only modest acquisitions over the next 12
months.
"We believe that Matthews' adjusted debt to EBITDA will remain
3.5x-4.5x after recent outperformance and debt reduction. Although
we expect weaker operating results in 2022 from lower demand for
memorialization and higher input expenses (estimated as a $50
million headwind in 2022), we believe the company's debt reduction
and focus on deleveraging will result in adjusted net debt to
EBITDA peaking in the low-4x area over the next 12 months (compared
to about 3.9x in 2021) and subsequently declining.
"In 2021, revenue growth (11.5%) and EBITDA margins (about 13%)
moderately exceeded our expectations, and we expect most favorable
trends to continue into 2022, excluding inflationary input costs in
memorialization. The company's 2021 performance was influenced by
high death rates related to COVID-19, growth in the Industrial
segment primarily from Energy Storage, and stable pricing and
demand in the SGK segment. In memorialization, we expect price
increases to partly offset the estimated $50 million headwind from
commodity expenses and the return to more normal volumes.
"In SGK, we expect stable results from 2021 to continue into 2022
following two years of revenue declines from pricing pressure and
isolated contract losses. While increased investment will pressure
margins slightly in 2022, we believe the expenses will help advance
SGK competitively, especially as its largest competitor Southern
Graphics (SGS International Inc.; 'CCC+/Negative') faces financial
constraints." In addition, marketing spending in consumer products
should increase as restrictions from the pandemic ease in 2022.
Matthews' Industrial segment, which provides products that support
manufacturing and warehouse processes, should benefit from
increasing demand for energy storage products, given higher
electric vehicle sales. Matthews has also internally developed a
new industrial product that will likely add incremental revenue to
this segment. S&P now views the Industrial segment as key to the
company's overall growth, likely more than offsetting revenue
pressure in Memorialization in 2022 (although not fully offsetting
EBITDA pressure).
Matthews reduced its adjusted net debt (including leases and
pension liability) substantially to about $830 million in 2021 from
$1.1 billion in 2019, providing cushion at the current rating for
EBITDA underperformance. The drop in adjusted debt includes about a
$200 million reduction in debt and $60 million of pension
liability. S&P said, "We expect adjusted net debt to decline to
approximately $750 million in 2022 from incremental debt repayment
and pension liability reduction. The company reduced its pension
liability through a cash contribution, strong asset performance,
and settlements with constituents. In addition, debt reduction
exceeded our expectations because of the good cash flow in 2021."
S&P said, "We expect Matthews' financial policy to support leverage
of 3.5x-4.5x. The company's focus on debt reduction will help
mitigate weaker expected results in 2022, and we think leverage
could decline to the lower end of this range. We do not expect
large acquisitions to elevate leverage above this range as has
occurred in the past, but instead believe the company will make
modest acquisitions and some share repurchases in addition to debt
repayment. We also expect elevated capital expenditure over the
next two to three years to support Industrials segment growth and
projects to improve efficiency in Memorialization. If leverage
approaches 3.5x in 2023-2024, we expect the company to increase
acquisitions and share repurchases, keeping leverage 3.5x-4.5x.
"Our stable outlook reflects our expectations for S&P Global
Ratings-adjusted debt to EBITDA of 3.5x-4.5x. We expect debt
repayment and pension actions to mitigate EBITDA margin contraction
over the next 12 months. The outlook also reflects our expectation
for modest organic revenue growth."
S&P could consider a lower rating if:
-- S&P expects adjusted debt to EBITDA to remain at or above 4.5x.
In this scenario, it would expect sustained margin pressure and
challenges in growing revenue.
-- The company engages in a large debt-financed acquisition,
although S&P views this as a less likely given its current
prioritization of debt repayment.
A higher rating is unlikely in the next 12 months, but S&P could
consider a higher rating if:
-- S&P expects S&P Global Ratings-adjusted debt to EBITDA to
remain below 3.5x.
-- The company outperforms our expectations and deleverages below
3.5x it shows a strong commitment and plan to keep leverage below
this threshold by generating consistent mid-single-digit revenue
growth.
NEW HOME: S&P Affirms 'B-' ICR on Acquisition by Apollo Management
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on
Irvine, CA-based The New Home Co. Inc. and its 'B-' issue-level
rating on its senior unsecured notes.
The New Home was acquired by funds managed by affiliates of Apollo
Global Management, Inc. on September 8, 2021.
S&P said, "Our stable outlook on New Home reflects EBITDA improving
to between $50 million and $65 million over the next 12 months and
debt remaining at about its recent $285 million, despite
discretionary cash outflows of up to $35 million to meet forecast
demand.
"New Home's new private ownership has only limited impact on its
credit profile. We now designate the company's financial policy as
an FS-6, to reflect ownership and control by its new financial
sponsor. We still look for debt to EBITDA of 5x-6x, which includes
the recent debt issuance ($35 million) and profits (EBITDA of about
$5 million) from its Colorado acquisition.
"Our stable outlook on New Home reflects EBITDA improving to
between $50 million and $65 million over the next 12 months and
debt remaining about its recent $285 million, despite discretionary
cash outflows of up to $35 million aimed at meeting forecast
demand.
"We could downgrade the company over the next year if profit
margins revert to mid-single-digit percent levels and robust
inventory spending causes a material net cash shortfall." Under
this scenario, which might arise from EBITDA falling below $30
million, S&P could lower the rating if:
-- EBITDA interest coverage falls below 1x; or
-- Debt to EBITDA approaches 10x.
Given its significantly smaller scale, comparatively modest
profitability prospects, and new private ownership, an upgrade of
New Home seems unlikely over the next 12 months. However, S&P could
consider an upgrade to 'B' if:
-- Entry into new markets expands scale and helps boost revenues
above $1 billion, two-thirds higher than our 2022 forecast.
-- Discretionary cash flows turn sustainably positive; and
-- Leverage declines sustainably below 5x debt to EBITDA and S&P
believes financial sponsors are committed to maintaining leverage
at this lower level.
NITROCRETE LLC: Seeks to Hire Polsinelli PC as Special Counsel
--------------------------------------------------------------
NITROcrete, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Colorado to hire Polsinelli, PC as its special
counsel.
The Debtor needs the firm's legal assistance in intellectual
property matters, including, but not limited to, IP transactions,
patent and trademark filing, patent and trademark prosecution, and
legal advice regarding its technology and IP.
The firm's hourly rates are as follows:
Gregory Durbin $570 per hour
Michael Dulin $505 per hour
Janae Allabastro $125 per hour
As disclosed in court filings, Polsinelli neither represents nor
holds any interest adverse to the Debtor and its estate.
The firm can be reached through:
Gregory P. Durbin, Esq.
Polsinelli, PC
1401 Lawrence, Suite 2300
Denver CO 80202
Office: 303-572-9300
Direct: 720-931-8133
Fax: 303-572-7883
Email: gdurbin@polsinelli.com
About NITROcrete
NITROcrete, LLC and its affiliates filed petitions for Chapter 11
protection (Bankr. D. Colo. Lead Case No. 21-15739) on Nov. 18,
2021. Stephen De Bever, chief executive officer, signed the
petitions. In its petition, NITROcrete listed up to $10 million in
assets and up to $50 million in liabilities.
Judge Kimberley H. Tyson oversees the cases.
The Debtors tapped Matthew T. Faga, Esq., at Markus Williams Young
& Hunsicker, LLC as legal counsel; Cordes & Company as financial
advisor; and SSG Advisors, LLC as investment banker. BMC Group,
Inc. is the Debtors' noticing agent.
PACIFIC LINKS: Updates Towne Claim Pay; Plan Hearing March 21, 2022
-------------------------------------------------------------------
Pacific Links U.S. Holdings, Inc., a Delaware Corporation
("PLUSH"), and its Debtor Affiliates submitted a Disclosure
Statement for Second Amended Joint Chapter 11 Plan dated Nov. 26,
2021.
The Plan calls for the sale of the Makaha Property free and clear
of liens to a high bidder approved by the Bankruptcy Court. If the
Plan is confirmed, it will become "Effective" the earlier of (a)
when the Makaha Property is sold, or (b) December 31, 2022. If the
Makaha Property is not sold by December 31, 2022, the property will
be auctioned.
Unsecured creditors will not receive a distribution unless the CDH
Lawsuit has been resolved in favor of the Debtors. The outcome of
the CDH Lawsuit is uncertain and CDH disputes the Debtors' claims.
The Bankruptcy Court could rule in favor of the Debtors or in favor
of CDH in which case CDH would receive most of the sale proceeds.
It is difficult to speculate the potential range of outcomes of the
lawsuit at this time.
Class 2 consists of the Towne Secured Claim. On March 9, 2021,
Towne filed proofs of claim against MDRE 3 and MDRE 4, which
asserts a secured claim in the amount of $6,601,789.45 as of the
Petition Date, and asserts interest accrues at the rate of 12% per
annum, together with advances, chargeable expenses and attorneys'
fees. Except to the extent that a Holder of an Allowed Claim in
Class 2 agrees to a less favorable treatment of its Allowed Claim,
the Holder shall receive, at its election, (a) the Towne
Collateral, free and clear of all Claims, Liens, charges, or other
encumbrances and Interests, or such other treatment rendering its
Allowed Class 2 Claim Unimpaired, no earlier than July 31, 2022; or
(b) the Purchase Price Allocation for the Towne Collateral as
determined by the successful bidder at auction.
Like in the prior iteration of the Plan, Class 7 consists of
Allowed General Unsecured Claims (excluding the Claims of the
Numbers Corporation, Chinese Investors and Rudolph Anderson). The
Debtors estimate that there are approximately $1.0 million in
Allowed Claims in this Class 7.
Except to the extent that the Holder of an Allowed Claim in Class 7
agrees to a less favorable treatment of its Allowed Claim, the
Holder shall receive, on the Effective Date or as soon thereafter
as reasonably practicable, and only to the extent of the Available
General Unsecured Proceeds, 80% of the Holder's Allowed Claim in
full satisfaction of such Claim, provided, however, that if the
Available General Unsecured Proceeds are not sufficient to pay
Holders of Allowed Claims in Classes 5, 6 and 7 in accordance with
the Plan, the Holders of Allowed Claims in these Classes shall
receive a Pro Rata Share of the Available General Unsecured
Proceeds.
The United States Bankruptcy Court for the District of Hawaii has
scheduled a hearing on March 21, 2022, at 2:00 p.m. to consider
whether to confirm the Plan.
A full-text copy of the Disclosure Statement dated Nov. 26, 2021,
is available at https://bit.ly/3o3KGom from PacerMonitor.com at no
charge.
Attorneys for the Debtors:
CHUCK C. CHOI
ALLISON A. ITO
CHOI & ITO
700 Bishop Street, Suite 1107
Honolulu, Hawaii 96813
Telephone: (808) 533-1877
Telefacsimile: (808) 566-6900
E-mail: cchoi@hibklaw.com
aito@hibklaw.com
About Pacific Links US Holdings
Pacific Links US Holdings, Inc., is a golf club that offers global
reciprocal programs to members and participating clubs. It sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.
Hawaii Case No. 21-00094) on Feb. 1, 2021. Wei Zhou, director,
signed the petition. Affiliates that also sought Chapter 11
protection are Hawaii MVCC LLC, Hawaii MGCW LLC, MDRE LLC, MDRE 2
LLC, MDRE 3 LLC, MDRE 4 LLC, and MDRE 5 LLC. On Feb. 2, the Court
authorized the jointly administration of the cases.
At the time of filing, Pacific Links estimated assets of between
$50,000 and $100,000 and liabilities of between $50 million and
$100 million.
Choi & Ito is the Debtors' legal counsel.
PURDUE PHARMA:District Judge Concerned Sacklers 'Abused' Bankruptcy
-------------------------------------------------------------------
Jeremy Hill of Bloomberg News reports that District Judge Colleen
McMahon said in court Nov. 30, 2021, that the members of the
billionaire Sackler family that own Purdue Pharma LP may have
abused the bankruptcy system by removing billions of dollars from
the drugmaker in recent years.
Near the end of a lengthy hearing on an appeal of Purdue's opioid
settlement, U.S. District Judge Colleen McMahon said she is
considering sending the deal back to bankruptcy court for
additional findings on whether members of the family took advantage
of the bankruptcy process by removing more than $10 billion from
Purdue between 2008 and 2018.
About Purdue Pharma LP
Purdue Pharma L.P. and its subsidiaries --
http://www.purduepharma.com/-- develop and provide prescription
medicines and consumer products that meet the evolving needs of
healthcare professionals, patients, consumers and caregivers.
Purdue's subsidiaries include Adlon Therapeutics L.P., focused on
treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and
related disorders; Avrio Health L.P., a consumer health products
company that champions an improved quality of life for people in
the United States through the reimagining of innovative product
solutions; Imbrium Therapeutics L.P., established to further
advance the emerging portfolio and develop the pipeline in the
areas of CNS, non-opioid pain medicines, and select oncology
through internal research, strategic collaborations and
partnerships; and Greenfield Bioventures L.P., an investment
vehicle focused on value-inflection in early stages of clinical
development.
Opioid makers in the U.S. are facing pressure from a crackdown on
the addictive drug in the wake of the opioid crisis and as state
attorneys general file lawsuits against manufacturers. More than
2,000 states, counties, municipalities and Native American
governments have sued Purdue Pharma and other pharmaceutical
companies for their role in the opioid crisis in the U.S., which
has contributed to the more than 700,000 drug overdose deaths in
the U.S. since 1999.
OxyContin, Purdue Pharma's most prominent pain medication, has been
the target of over 2,600 civil actions pending in various state and
federal courts and other fora across the United States and its
territories.
On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-23649), after reaching terms of a preliminary agreement for
settling the massive opioid litigation. The Debtors' consolidated
balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets
and $562 million in liabilities.
U.S. Bankruptcy Judge Robert Drain oversees the cases.
The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP as
legal counsel; PJT Partners as investment banker; AlixPartners as
financial advisor; and Grant Thornton, LLP as tax structuring
consultant. Prime Clerk LLC is the claims agent.
Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the
official committee of unsecured creditors appointed in the Debtors'
bankruptcy cases.
David M. Klauder, Esq., is the fee examiner appointed in the
Debtors' cases. The fee examiner is represented by Bielli &
Klauder, LLC.
QUINCY BEDFORD: Case Summary & 13 Unsecured Creditors
-----------------------------------------------------
Debtor: Quincy Bedford I LLC
670 Myrtle Ave
Ste 204
Brooklyn, NY 11205-3923
Business Description: Quincy Bedford I is the fee simple owner of
a real property located at 22 Hart St,
Brooklyn, NY valued at $1.9 million.
Chapter 11 Petition Date: December 1, 2021
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 21-42999
Judge: Hon. Elizabeth S. Stong
Debtor's Counsel: GOLDBERG WEPRIN FINKEL GOLSTEIN LLP
1501 Broadway 22nd Floor
New York, NY 10036
Tel: (212) 221-5700
Total Assets: $1.9 million
Total Liabilities: $2.54 million
The petition was signed by FIA Capital Partners by David
Goldwasser, manager and restructuring officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 13 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/KZUJFXQ/Quincy_Bedford_I_LLC__nyebke-21-42999__0001.0.pdf?mcid=tGE4TAMA
REVINT INTERMEDIATE: S&P Affirms 'B-' ICR, Outlook Stable
---------------------------------------------------------
S&P Global Ratings affirmed its existing ratings on Atlanta-based
Revint Intermediate II LLC (d/b/a CloudMed), including the 'B-'
issuer credit rating (ICR) and 'B-' issue-level rating on its
first-lien secured term loan B.
S&P said, "The stable outlook reflects our expectation for mid- to
high-single-digit organic revenue growth and lower acquisition and
integration related costs. We forecast this should contribute to
adjusted debt to EBITDA of 7x-9x in and free operating cash flow
(FOCF) to debt of 4%-6% over the next 12 months.
"The proposed incremental term loan issuance should contribute to
higher leverage than we expected, but is appropriate for the rating
and consistent with our view of the company's financial policy.
CloudMed plans to raise $213 million through an incremental term
loan B issuance and use the net proceeds to acquire Par8o, a
technology and software company, for a total consideration of $230
million, including an upfront purchase price of $205 million with
addition performance-based earnouts and retention payments up to
$25 million. We expect the proposed transaction to result in
adjusted debt to EBITDA of about 9x at close, just under 2x higher
than we previously expected. We affirmed our rating on the company
because we consider this debt-funded acquisition to be consistent
with our view of the company's financial policy and that it is
unlikely to result in an unsustainable capital structure.
Furthermore, we expect annual organic revenue growth in the mid- to
high-single-digit area and expanding EBITDA margins to support
deleveraging and positive FOCF generation equal to 4%-6% of debt
over the next 12 months. We believe this is more than sufficient to
cover the 1% annual scheduled debt amortization on Revit's term
loan while providing some downside protection in the event earnings
are weaker than we anticipate or if interest rates rise. It also
provides the company with some capacity to deploy excess cash flow
to fund further acquisitions or shareholder distributions within
the current rating.
"We consider the proposed acquisition of Par8o Inc. to be a good
strategic fit for the company, but scale and diversification
benefits are modest. We believe the pending acquisition of Par8o is
a good strategic fit for the company and should generate organic
revenue growth, EBITDA margins, and FOCF comparable to the rest of
its business. Par8o is a cloud-based software provider that
develops solutions to optimize the ability of its customers to
match patients to health care resources. We expect Par8o will
generate annual revenue and EBITDA of $20 million to $30 million
and $10 million to $15 million, respectively, which we estimate
represents less than 10% of CloudMed's earnings on pro forma basis.
As a result, the acquisition does not change our view of CloudMed's
small scale and significant product concentration, which somewhat
constrains the rating."
Unlike CloudMed's existing business, Par8o offers its customers
software solutions focused primarily on 340B referral capture. The
340B drug pricing program requires that pharmaceutical
manufacturers participating in Medicaid sell outpatient drugs at
discounted prices (25%-50%) to qualifying health care organizations
that care for many uninsured and low-income patients. These
organizations include hospitals such as disproportional share
hospitals, children's hospitals, and critical access hospitals as
well as federally qualified health centers and community health
centers. Par8o's offers software and services that review contract
pharmacy claims to ensure providers are benefiting from 340B
pricing. S&P said, "There is some uncertainty around the longevity
of the 340B program for certain health care providers, but we think
that Par8o's customer base of primarily federally qualified health
centers and disproportionate share hospitals are more likely to
retain benefits because they were covered under the original
program prior to expansion. Furthermore, on a consolidated basis,
we estimate that less than 10% of CloudMed's revenue will be
exposed to the 340B program, which we do not consider
significant."
The rating continues to reflect small scale and significant product
concentration. CloudMed derives all of its earnings from providing
revenue integrity solutions to hospitals and health systems that
enable them to identify and collect underpayments and other forms
of lost revenue. Its offerings include an Assurance Suite, which
ensures providers are accurately billing for the work they perform;
a Payer Accountability suite, which ensures providers are fully
collecting for their billed procedures; and a Reimbursement Suite,
which ensures providers are maximizing their utilization of special
reimbursement programs. As a niche provider of revenue integrity
solutions, CloudMed competes with other niche companies, larger
revenue cycle management (RCM) providers, and hospitals that have
chosen to in-source their own revenue integrity processes. The
company's focus on one narrow area could lead to issues if its
customers find value in working with its competitors that offer a
broader array of services. The broader direction of health care
spending poses another risk because CloudMed's compensation is
based on a percentage of the funds it recovers for its clients.
Somewhat offsetting these risks are the company's good customer
diversity and operational performance. Specifically, CloudMed's
top-10 customers account for only about 30% of its pro forma
revenue and its solid performance in realizing savings for its
clients has led to a customer retention rate of more than 95%.
S&P said, "We believe these risks are partly offset by strong
secular tailwinds, and we think CloudMed's business model will
benefit from the increasing complexity of the medical claims
process due to the complex reimbursement system and ongoing
regulatory changes. This complexity incentivizes hospitals and
other providers to outsource their revenue integrity operations to
a specialist, like CloudMed, that is positioned to efficiently
maximize their recoveries.
"The stable outlook reflects our expectation for mid- to
high-single-digit organic revenue growth and lower acquisition and
integration related costs. We forecast this should contribute to
adjusted debt to EBITDA of 7x-9x in and FOCF to debt of 4%-6% over
the next 12 months.
"We could lower our ratings on Revint within the next 12 months if
we consider the company's capital structure unsustainable over the
long term. This could occur if we expect adjusted FOCF to debt to
approach 1% with poor prospects of improving. This scenario could
be the result of a large acquisition, higher costs that result in
weaker-than-expected EBITDA margins, or declining revenue from
increased competition.
"We could raise our ratings on Revint within the next 12 months if
adjusted debt to EBITDA declines below 8x and adjusted FOCF to debt
increase above 3%. In this scenario, we would expect credit
measures to be sustained at these stronger levels inclusive of the
company's acquisition strategy and supported by positive organic
revenue growth and steady to improving EBITDA margins."
RIVERBED TECHNOLOGIES: Taps Kirkland & Ellis as Bankruptcy Counsel
------------------------------------------------------------------
Riverbed Technology, Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to employ
Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP to
serve as legal counsel in their Chapter 11 cases.
The firms' services include:
a. advising the Debtors with respect to their powers and
duties in the continued management and operation of their
businesses and properties;
b. advising and consulting on the conduct of the bankruptcy
cases, including all of the legal and administrative requirements
of operating in Chapter 11;
c. attending meetings and negotiating with representatives of
creditors and other parties in interest;
d. taking all necessary actions to protect and preserve the
Debtors' estates, including prosecuting actions on the Debtors'
behalf, defending any action commenced against the Debtors, and
representing the Debtors in negotiations concerning litigation in
which the Debtors are involved, including objections to claims
filed against the estates;
e. preparing legal papers;
f. representing the Debtors in connection with obtaining
authority to continue using cash collateral and post-petition
financing;
g. advising the Debtors in connection with any potential sale
of assets;
h. appearing before the bankruptcy court and any appellate
courts;
i. advising the Debtors regarding tax matters;
j. taking any necessary action on behalf of the Debtors to
negotiate, prepare, and obtain approval of a disclosure statement
and confirmation of a Chapter 11 plan; and
k. performing all other necessary legal services for the
Debtors.
The firms' hourly rates are as follows:
Partners $1,080 - $1,895 per hour
Of Counsel $625 - $1,845 per hour
Associates $625 - $1,195 per hour
Paraprofessionals $255 - $475 per hour
Kirkland provided the following in response to the request for
additional information set forth in Paragraph D.1. of the Revised
U.S. Trustee Guidelines:
-- Kirkland and the Debtors have not agreed to any variations
from, or alternatives to, Kirkland's standard billing arrangements
for this engagement.
-- The hourly rates used by Kirkland in representing the Debtors
are consistent with the rates that Kirkland charges other
comparable Chapter 11 clients regardless of the location of the
Chapter 11 case.
-- Kirkland's current hourly rates for services rendered on
behalf of the Debtors range as follows:
Partners $1,080 - $1,895 per hour
Of Counsel $625 - $1,845 per hour
Associates $625 - $1,195 per hour
Paraprofessionals $255 - $475 per hour
Kirkland represented the Debtors during the 12-month period before
the petition date, using these hourly fees:
Partners $1,075 - $1,845 per hour
Of Counsel $625 - $1,845 per hour
Associates $610 - $1,165 per hour
Paraprofessionals $245 - $460 per hour
-- The Debtors approved Kirkland's budget and staffing plan for
the period from Nov. 16 to Dec. 3, 2021.
As disclosed in court filings, Kirkland is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Christopher S. Koenig, Esq.
Patrick J. Nash, Jr., Esq.
Patrick J. Nash, Jr., P.C.
Kirkland & Ellis, LLP
Kirkland & Ellis International, LLP
300 North LaSalle Street
Chicago, IL 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
Email: patrick.nash@kirkland.com
chris.koenig@kirkland.com
About Riverbed Technology Inc.
Headquartered in San Francisco, Calif., Riverbed Technology, Inc.
is the leading provider of Wide Area Network (WAN) Optimization and
performance monitoring products and services. Its more than 30,000
customers include 99 percent of the Fortune 100. Riverbed was
acquired by private equity funds Thoma Bravo and Teachers' Private
Capital in April 2015. Revenues were $713 million for the 12
months ended Sept. 30, 2020.
Riverbed Technology and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 21-11503) on Nov. 16, 2021. In the
petition signed by Dan Smoot, president and chief executive
officer, Riverbed Technology estimated $1 billion to $10 billion in
both assets and debt as of the bankruptcy filing.
Judge Craig T. Goldblatt oversees the cases.
Kirkland & Ellis and Pachulski Stang Ziehl & Jones, LLP serve as
the Debtors' bankruptcy counsel. The Debtors also tapped
Alixpartners, LLC as financial advisor, and GLC Advisors & Co., LLC
and GLCA Securities, LLC as investment bankers. Stretto is the
claims, noticing and administrative agent.
RIVERBED TECHNOLOGY: Seeks to Hire Pachulski as Co-Counsel
----------------------------------------------------------
Riverbed Technology, Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to employ
Pachulski Stang Ziehl & Jones, LLP as co-counsel with Kirkland &
Ellis.
The firm's services include:
a. providing legal advice regarding local rules, practices,
and procedures;
b. reviewing and commenting on drafts of documents to ensure
compliance with local rules, practices, and procedures;
c. filing documents as requested by co-counsel, Kirkland &
Ellis, and coordinating with the Debtors' claims agent for service
of documents;
d. preparing agenda letters, certificates of no objection,
certifications of counsel, and notices of fee applications and
hearings;
e. preparing hearing binders of documents and pleadings,
printing of documents and pleadings for hearings;
f. appearing in court and at any meeting of creditors;
g. monitoring the docket for filings and coordinating with
Kirkland & Ellis on pending matters that need responses;
h. preparing and maintaining critical dates memorandum to
monitor pending applications, motions, hearing dates and other
matters and the deadlines associated with same, distributing
critical dates memorandum with Kirkland & Ellis for review, and any
necessary coordination for pending matters;
i. handling inquiries and calls from creditors and counsel to
interested parties regarding pending matters and the general status
of the Debtors' Chapter 11 cases, and, to the extent required,
coordinating with Kirkland & Ellis on any necessary responses; and
j. providing additional administrative support to Kirkland &
Ellis, as requested.
The firm's hourly rates are as follows:
Partners $875 to $1,695 per hour
Of Counsel $695 to $1,275 per hour
Associates $695 to $750 per hour
Paraprofessionals $425 to $460 per hour
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases,
Pachulski disclosed the following:
-- The firm has not agreed to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement.
-- None of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case.
-- The firm has represented the Debtors in the 12 months prior
to their Chapter 11 filing. The billing rates and material
financial terms for the post-petition period remain the same as the
pre-bankruptcy period subject to an annual economic adjustment.
-- The Debtors and the firm expect to develop a prospective
budget and staffing plan to comply with the U.S. trustee's
requests.
Laura Davis Jones, Esq., a partner at Pachulski, disclosed in a
court filing that her firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Laura Davis Jones, Esq.
David M. Bertenthal, Esq.
Timothy P. Cairns, Esq.
919 North Market Street, 17th Floor
P.O. Box 8705
Wilmington, DE 19899
Tel: (302) 652-4100
Fax: (302) 652-4400
Email: ljones@pszjlaw.com
dbertenthal@pszjlaw.com
tcairns@pszjlaw.com
About Riverbed Technology Inc.
Headquartered in San Francisco, Calif., Riverbed Technology, Inc.
is the leading provider of Wide Area Network (WAN) Optimization and
performance monitoring products and services. Its more than 30,000
customers include 99 percent of the Fortune 100. Riverbed was
acquired by private equity funds Thoma Bravo and Teachers' Private
Capital in April 2015. Revenues were $713 million for the 12
months ended Sept. 30, 2020.
Riverbed Technology and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 21-11503) on Nov. 16, 2021. In the
petition signed by Dan Smoot, president and chief executive
officer, Riverbed Technology estimated $1 billion to $10 billion in
both assets and debt as of the bankruptcy filing.
Judge Craig T. Goldblatt oversees the cases.
Kirkland & Ellis and Pachulski Stang Ziehl & Jones, LLP serve as
the Debtors' bankruptcy counsel. The Debtors also tapped
Alixpartners, LLC as financial advisor, and GLC Advisors & Co., LLC
and GLCA Securities, LLC as investment bankers. Stretto is the
claims, noticing and administrative agent.
RIVERBED TECHNOLOGY: Taps AlixPartners as Financial Advisor
-----------------------------------------------------------
Riverbed Technology, Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to employ
AlixPartners, LLP as their financial advisor.
The firm's services include:
-- assisting the Debtors in developing a 13-week cash flow
forecast and any longer-term forecast that may be required;
-- identifying and implementing both short-term and long-term
potential liquidity generating initiatives;
-- assisting the Debtors in evaluating the funding requirements
of the business under various restructuring scenarios;
-- assisting the Debtors in responding to diligence requests by
various stakeholders;
-- assisting the Debtors in evaluating and developing their
business plan and other related forecasts required by stakeholders
in connection with negotiations or by the Debtors for other
corporate purposes;
-- assisting the Debtors with contingency planning if
necessary;
-- designing, negotiating and implementing a restructuring
strategy designed to maximize enterprise value, taking into account
the unique interests of key constituencies;
-- coordinating and providing administrative support for the
Debtors' bankruptcy proceedings and developing the Debtors' Chapter
11 plan or other appropriate case resolution, if necessary;
-- preparing a disclosure statement and Chapter 11 plan,
liquidation analysis, statements of financial affairs and schedules
of assets and liabilities, potential preference analysis, claims
analysis, and monthly operating reports and other regular reporting
required by the bankruptcy court;
-- assisting in the implementation of bankruptcy court orders;
-- managing the claims and claims reconciliation processes;
-- assisting the Debtors with their communications or
negotiations with outside parties including the Debtors'
stakeholders, banks and creditors;
-- assisting the Debtors in managing payments to their vendors;
-- rendering testimony, as requested from time to time,
regarding any matters with respect to which the firm is providing
services; and
-- assisting the Debtors with such other matters as may be
requested by the Debtors that are within the firm's expertise and
are mutually agreeable.
The firm's hourly rates are as follows:
Managing Director $1,030 - $1,295 per hour
Director $825 - $980 per hour
Senior Vice President $665 - $755 per hour
Vice President $485 - $650 per hour
Consultant $180 - $480 per hour
Paraprofessional $305 - $325 per hour
Eric Koza, a managing director at AlixPartners, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Eric Koza
AlixPartners, LLP
909 Third Avenue, Floor 30
New York, NY 10022
Tel: (212) 490-2500
Fax: (212) 490-1344
Email: lyoung@alixpartners.com
About Riverbed Technology Inc.
Headquartered in San Francisco, Calif., Riverbed Technology, Inc.
is the leading provider of Wide Area Network (WAN) Optimization and
performance monitoring products and services. Its more than 30,000
customers include 99 percent of the Fortune 100. Riverbed was
acquired by private equity funds Thoma Bravo and Teachers' Private
Capital in April 2015. Revenues were $713 million for the 12
months ended Sept. 30, 2020.
Riverbed Technology and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 21-11503) on Nov. 16, 2021. In the
petition signed by Dan Smoot, president and chief executive
officer, Riverbed Technology estimated $1 billion to $10 billion in
both assets and debt as of the bankruptcy filing.
Judge Craig T. Goldblatt oversees the cases.
Kirkland & Ellis and Pachulski Stang Ziehl & Jones, LLP serve as
the Debtors' bankruptcy counsel. The Debtors also tapped
Alixpartners, LLC as financial advisor, and GLC Advisors & Co., LLC
and GLCA Securities, LLC as investment bankers. Stretto is the
claims, noticing and administrative agent.
RIVERBED TECHNOLOGY: Taps GLC Firms as Investment Bankers
---------------------------------------------------------
Riverbed Technology, Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to employ GLC
Advisors & Co., LLC and GLCA Securities, LLC as their investment
bankers.
The firms' services include:
(a) assisting the Debtors in examining, analyzing, developing,
structuring and negotiating the financial aspects of any potential
or proposed strategy for a transaction;
(b) assisting the Debtors in soliciting, coordinating and
evaluating indications of interest and proposals, tenders and
consents in connection with any transaction;
(c) providing expert advice and testimony regarding financial
matters related to any transactions, if necessary;
(d) attending meetings of, and advising or otherwise
communicating with the Debtors' Board of Directors, creditor
groups, and other interested parties, if necessary; and
(e) providing such other financial advisory services as may be
agreed in writing between the firms and the Debtors.
The firms will be paid as follows:
(a) A monthly fee of $175,000, payable in advance on the first
of each month through the termination of the engagement letter.
Fifty percent of the monthly advisory fee in excess of six full
monthly advisory fees actually paid to the firms shall be credited
once (without duplication) against the restructuring transaction
fee.
(b) Financing Transaction Fee. A non-refundable cash fee equal
to:
(i) 1.5 percent of the aggregate principal face amount of
any secured debt raised, including, without limitation, any
debtor-in-possession or exit financing raised, provided that, if
any of the Debtors' lenders as of the engagement date under the
Debtors' first lien term loan due December 2025, solely in their
capacities as such, participate in a financing transaction, with
respect to such participation, GLC shall be entitled to a financing
transaction fee equal to 0.75 percent of the aggregate principal
face amount of the secured debt raised (including, without
limitation, any debtor-in-possession or exit financing raised) in
respect of the amount of such participation, plus
(ii) 2.0 percent of the aggregate principal face amount of
any unsecured debt or equity linked securities raised, provided
that, if any of the Debtors' lenders as of the engagement date
under the Debtors' first lien term loan due December 2025, solely
in their capacities as such, participate in a Financing
Transaction, with respect to such participation, GLC shall be
entitled to a financing transaction fee equal to 1.0 percent of
the aggregate principal face amount of the unsecured debt or equity
linked securities raised in respect of the amount of such
participation, plus
(iii) 4.0 percent of any equity raised; provided that, if
any of the Debtors' lenders as of the engagement date under the
Debtors' first lien term loan due December 2025, solely in their
capacities as such, participate in a financing transaction, with
respect to such participation, GLC shall be entitled to a financing
transaction fee equal to 2.0 percent of the equity raised in
respect of the amount of such participation.
(c) Restructuring Transaction Fee. A fee equal to 0.435
percent of the Debtors' outstanding indebtedness (including bank
debt, bond debt, any amounts owed to Thoma Bravo or its
co-investor, and other on and off balance sheet indebtedness)
included as part or all of a consummated Restructuring, payable
upon the consummation of a restructuring. A one-time credit of 100
percent of any financing transaction fee actually paid by the
Debtors to GLC will be applied against the restructuring
transaction fee, on a dollar for dollar basis up to 100 percent of
the restructuring transaction fee; provided that, such credit will
only be given at the time the restructuring transaction fee is paid
by the Debtors; provided, further that, notwithstanding the
foregoing, GLC shall be entitled to a separate financing
transaction fee that is not creditable as set forth in the
foregoing for any Financing that involves any new financing that is
to be used for purposes other than refinancing or to pay off or pay
down indebtedness existing as of the engagement date (i.e., new
financing intended to provide the Debtors with liquidity on a
go-forward basis).
The Debtors have agreed to provide the firms with an advance
retainer in the amount of $25,000.
As disclosed in court filings, GLC Advisors and GLCA Securities are
"disinterested" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firms can be reached at:
J. Soren Reynertson
GLC Advisors & Co., LLC
GLCA Securities, LLC
600 Lexington Avenue, 9th Floor
New York, NY 10022
Tel: (212) 542-4540 / (212) 542-4550
Fax: (212) 542-4541
About Riverbed Technology Inc.
Headquartered in San Francisco, Calif., Riverbed Technology, Inc.
is the leading provider of Wide Area Network (WAN) Optimization and
performance monitoring products and services. Its more than 30,000
customers include 99 percent of the Fortune 100. Riverbed was
acquired by private equity funds Thoma Bravo and Teachers' Private
Capital in April 2015. Revenues were $713 million for the 12
months ended Sept. 30, 2020.
Riverbed Technology and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 21-11503) on Nov. 16, 2021. In the
petition signed by Dan Smoot, president and chief executive
officer, Riverbed Technology estimated $1 billion to $10 billion in
both assets and debt as of the bankruptcy filing.
Judge Craig T. Goldblatt oversees the cases.
Kirkland & Ellis and Pachulski Stang Ziehl & Jones, LLP serve as
the Debtors' bankruptcy counsel. The Debtors also tapped
Alixpartners, LLC as financial advisor, and GLC Advisors & Co., LLC
and GLCA Securities, LLC as investment bankers. Stretto is the
claims, noticing and administrative agent.
RIVERBED TECHNOLOGY: Taps Stretto as Administrative Advisor
-----------------------------------------------------------
Riverbed Technology, Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to employ
Stretto as their administrative advisor.
The firm's services include:
(a) assisting with, among other things, solicitation,
balloting and tabulation of votes, and preparing any related
reports in support of confirmation of a Chapter 11 plan;
(b) preparing an official ballot certification and, if
necessary, testifying in support of the ballot tabulation results;
(c) assisting in the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs and
gathering data in conjunction therewith;
(d) providing a confidential data room;
(e) managing and coordinating any distributions pursuant to a
Chapter 11 plan if designated as distribution agent under such
plan; and
(f) providing such other solicitation, balloting and other
administrative services.
The firm received a retainer of $50,000 from the Debtor.
Sheryl Betance, senior managing director at Stretto, 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:
Sheryl Betance
Stretto, Inc.
410 Exchange, Ste. 100
Irvine, CA 92602
Telephone: 714.716.1872
Email: sheryl.betance@stretto.com
About Riverbed Technology Inc.
Headquartered in San Francisco, Calif., Riverbed Technology, Inc.
is the leading provider of Wide Area Network (WAN) Optimization and
performance monitoring products and services. Its more than 30,000
customers include 99 percent of the Fortune 100. Riverbed was
acquired by private equity funds Thoma Bravo and Teachers' Private
Capital in April 2015. Revenues were $713 million for the 12
months ended Sept. 30, 2020.
Riverbed Technology and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 21-11503) on Nov. 16, 2021. In the
petition signed by Dan Smoot, president and chief executive
officer, Riverbed Technology estimated $1 billion to $10 billion in
both assets and debt as of the bankruptcy filing.
Judge Craig T. Goldblatt oversees the cases.
Kirkland & Ellis and Pachulski Stang Ziehl & Jones, LLP serve as
the Debtors' bankruptcy counsel. The Debtors also tapped
Alixpartners, LLC as financial advisor, and GLC Advisors & Co., LLC
and GLCA Securities, LLC as investment bankers. Stretto is the
claims, noticing and administrative agent.
SECURE ACQUISITION: S&P Assigns 'B-' ICR, Outlook Stable
--------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to Secure
Acquisition Inc. (Paragon Films). S&P assigned its 'B-' issue-level
and '3' recovery ratings to the company's first-lien senior secured
credit facility. S&P also assigned its 'CCC' issue-level and '6'
recovery ratings to the proposed $100 million second-lien term
loan.
S&P said, "The stable outlook reflects our expectation that demand
growth will support the company's positive free cash flows and debt
leverage above 7x over the next 12 months.
"Our assessment reflects Paragon's limited scale and product
breadth, small addressable market and competitive landscape,
customer concentration, and elevated pro forma credit metrics,
somewhat offset by favorable macro and secular growth trends and
its niche position in ultra-high performance and high performance
value-add flexible films. Paragon has limited scale (less than $300
million in sales) and product breadth, as it focuses on ultra-high
performance and high performance stretch films that are primarily
used in logistic applications (i.e. palletizing, transport, and
storage). The U.S. stretch film industry is relatively small, with
estimates of $2.5 billion-$3.5 billion, or roughly 1.5 billion
pounds per year. Within the flexible films market, Paragon directly
competes against much larger competitors such as Berry Global,
Signode (subsidiary of Crown Holdings), and Intertape Polymer,
which have significantly greater scale and resources.
"Paragon also has notable customer concentration, as it
predominantly sells through distributors. The company has
maintained multidecade relationships with some of the largest North
American distributors, with its top 10 customers accounting for
roughly 60% of sales. We view this dynamic as both a testament to
Paragon's value proposition, which we believe supports its tenured
relationships, and a moderate risk given its notable customer
concentration.
"These factors are further exacerbated by our assessment of
Paragon's aggressive financial policy, which includes a pro forma
debt leverage of 7.7x (trailing 12 months ending Sept. 30, 2021),
which we view as very elevated given its limited scale and
competitive position."
Despite these risk factors, Paragon's long-term growth trends are
positive given its broad exposure to stable (i.e. food and beverage
consumer products) and growing (i.e. e-commerce) end markets and
because it provides essential products used throughout the
logistics supply chain. E-commerce should be helpful as the company
benefits from both secular growth and the higher number of touch
points within an e-commerce distribution chain (estimated at four
to six palletization occurrences) versus that of a traditional
brick and mortar distribution model (three to five palletization
occurrences).
Growing demand for more environmentally friendly packaging
solutions should also benefit Paragon. Paragon's flexible films are
generally thinner (20%-30% compared to comparable films), stronger
(20% higher load containment on average), and maintain the same, if
not better, performance standards as most competitor products. S&P
believes these characteristics provide good value proposition for
customers looking to reduce materials and energy usage while
maintaining performance standards.
The company has recently expanded its exposure to national account
customers. While still in early stages, national accounts are a
sizeable long-term growth opportunity that would diversify
Paragon's customer base and reduce its exposure to national
distributors.
New production lines are key for driving significant sales growth
over the next several years. The company is expected to introduce
two new production lines in 2022, adding roughly 20% of additional
production capacity. S&P believes the timing and successful rollout
of these and future production lines are important to Paragon's
long-term growth. Capacity constraints in the past likely limited
sales volumes, with a recent production line expansion in 2020
helping alleviate these challenges and driving volume growth in
2021.
S&P said, "We believe Paragon is poised to rapidly expand its
production capacity under new ownership. As part of its acquisition
by Rhône Group, the company will have a $45 million delayed-draw
term loan that we expect would be invested in expanding production
capacity beyond the two lines slated for 2022 for incremental
growth. This is important as we believe the company is operating at
close to capacity. As a result, we view capacity expansion as a key
factor and risk in the company's long-term potential growth. In
addition to the relatively large capital investments required for
new production lines, long lead times (12-18 months) could also
greatly affect sales if unexpected delays occur or demand falls
off.
"Strong free operating cash flows should support elevated pro forma
credit metrics. Despite Paragon's elevated pro forma credit
metrics, we expect it to generate positive free operating cash flow
sufficient to meet its ongoing debt service obligations, expected
at around $26 million per year. Sales volumes should remain stable,
though as noted earlier we believe production capacity expansion is
necessary for significant top-line growth. Paragon has limited
resin volatility exposure as its prices are reset monthly,
resulting in stable profit contributions per pound sold. The
company also benefits from a capital-lite business model, excluding
its line expansions. Working capital turn is high (cash conversion
less than 60 days) while ongoing maintenance capital expenditures
are minimal (1% of sales). We expect future sizable capacity
expansion investments (excluding the two lines slated for 2022)
would be funded with the $45 million delayed-draw term loan and
revolving credit facility (RCF), minimizing the impact on the
company's future cash flows.
"The stable outlook on Paragon reflects our view that positive
end-market demand and new business wins will support continued
volume and EBITDA growth. We expect Paragon's improving operating
metrics and positive free cash flows will strengthen credit
metrics, though debt leverage is expected to remain above 7x over
the next 12 months."
S&P could lower its rating if the company's liquidity position
becomes constrained such that:
-- Interest coverage falls and remains below 1.5x;
-- The company's cash flows are insufficient to meet its ongoing
debt service obligations;
-- Free operating cash flow is consistently negative with no
near-term remedy; or
-- The company becomes increasingly reliant on its RCF for
operational liquidity needs.
S&P could raise its rating if:
-- Debt leverage improves closer to 6x while maintaining its
positive free cash flow profile; and
-- The company and its financial sponsor commit to financial
policies that support the improved credit metrics, including any
debt-funded events such as acquisitions or shareholder rewards.
SEQUENTIAL BRANDS: Escapes Fines in SEC Deal
--------------------------------------------
Sequential Brands and the U.S. Securities and Exchange Commission
have reached an agreement in an accounting fraud suit that would
spare the apparel company a financial penalty amid its pending
bankruptcy proceedings and a sell-off of its Jessica Simpson
Collection and other major holdings.
Al Barbarino of Law360 reports that the proposed final judgment
between Sequential and the SEC filed Monday, November 29, 2021,
notes that the decision not to impose a civil penalty is contingent
upon the "accuracy and completeness" of the company's financial
statements in pending bankruptcy proceedings in Delaware.
According to Bloomberg News, Sequential Brands Group reached a
settlement with the SEC resolving allegations it overstated its
goodwill, leading to a $304 million impairment.
The Bloomberg report relates that the consumer brands company
agreed to permanent injunctions barring it from violating the
federal securities laws at issue in the Securities and Exchange
Commission case, including books and records regulations, according
to documents filed in the U.S. District Court for the Southern
District of New York.
About Sequential Brands Group
Sequential Brands Group, Inc. (NASDAQ:SQBG), together with its
subsidiaries, owns various consumer brands. The New York-based
company licenses its brands for a range of product categories,
including apparel, footwear, fashion accessories, and home goods.
Sequential Brands Group and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 21-11194) on Aug. 31,
2021. The company disclosed total assets of $442,774,937 and debt
of $435,073,539 as of Aug. 30, 2021.
Judge John T. Dorsey oversees the cases.
The Debtors tapped Gibson, Dunn & Crutcher, LLP and Pachulski Stang
Ziehl & Jones, LLP as legal counsel. Miller Buckfire & Co. and its
affiliate, Stifel Nicolaus & Co., Inc., serve as financial advisor
and investment banker. Kurtzman Carson Consultants, LLC, is the
claims agent and administrative advisor.
King & Spalding, LLP, is counsel to the debtor-in-possession
lenders (and the consenting lenders under the restructuring support
agreement) while Morris, Nichols, Arsht & Tunnell, LLP serve as the
DIP lenders' local counsel.
SHARP MIDCO: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to Sharp
Midco LLC. The outlook is stable.
S&P said, "We also assigned our 'B-' issue-level rating and '3'
recovery rating to the proposed revolver and first-lien term loan.
The '3' recovery rating reflects our expectation for meaningful
recovery (50%-70%; rounded estimate 65%) in the event of payment
default."
The stable outlook on Sharp reflects S&P Global Ratings'
expectation that the company will post 8%-14% revenue growth
annually over the next two years, maintain steady margins, and
generate modest free operating cash flow.
Financial sponsor Clayton, Dubilier, and Rice (CD&R) announced its
plan to spin-out the pharmaceutical packaging business from UDG
Healthcare Ltd. (Hunter Holdco 3 Ltd).
Sharp Midco LLC is the second-largest outsourced packager for
pharmaceutical companies, with about 15% market share in the U.S.
and Europe. The company is a leader in packaging for biologic drugs
and also provides its services for drugs used in clinical trials.
S&P said, "Our ratings reflect the company's limited scale (about
$380 million last-12-month revenue), narrow focus on outsourced
pharmaceutical packaging, and limited negotiating power with much
larger pharmaceutical customers. We also consider the potential
risk of in-sourcing by large customers and the potential
competition from larger, better-capitalized industry participants.
Although we expect the trend of increased outsourcing of
pharmaceutical packaging services to continue (from about 25%
currently), an unexpected reversal of this trend potentially in
response to U.S. drug pricing pressures, further industry
consolidation, or increased competition could result in revenue
headwinds and margin pressures for Sharp. The most likely source of
increased competition would be from large contract development and
manufacturing organizations (CDMOs), such as Thermo Fisher's
Patheon, Catalent, and Lonza in an effort to expand end-to-end
capabilities to gain larger percentages of their top customers'
business.
"Our rating also reflects significant barriers to entry within the
industry along with Sharp's record for quality, good geographic and
customer diversification, and exposure to the higher-growth and
higher-margin biopharma and clinical services segments. Sharp is
the second-largest outsourced commercial packaging provider
globally, behind PCI Pharma Services (Pioneer UK Midco 2 Ltd.), and
is the market leader for commercial packaging within the biologics
market. Its customer base is relatively large and diversified and
its relationships with customers are relatively sticky. The company
services over 400 customers, with its top customer representing
about 14% of revenue (8% for the top product), and no other
customer contributing more than 10% of the company's revenue.
Together its top 10 customers provide about 55% to 60% of revenue
and the top 10 products about 35% of revenue. The company's
reputation for quality and high switching costs arising from
packaging's inclusion in pharmaceutical dossiers should enable
strong customer retention in our view. We believe customers
prioritize quality over price, supporting the company's
above-average profitability, especially as packaging represents a
relatively small portion of total manufacturing costs. The
company's emphasis on packaging services for biologic products,
which is less commoditized than for those of small-molecule
products, further supports the company's competitive position.
"Given financial sponsor ownership, we expect leverage will remain
elevated as the company is likely to prioritize acquisitions over
meaningful deleveraging. We expect leverage of about 16.7x for 2021
(8.4x, excluding preferred equity). Our 2021 EBITDA number includes
Sharp's proportion of shared corporate costs and the temporary
pressures from COVID-19. We expect leverage to decline to about
14.5x in 2022 and 13x in 2023 (about 7.5x and 6.5x, respectively,
excluding preferred equity). We expect annual capital expenditures
of about $25 million to $30 million, and free operating cash flow
generation of about $10 million and $15 million, respectively, over
the next two years.
"The company will be capitalized with two classes of preferred
shares, totaling $641 million, that we treat as debt-like. This
treatment is based on the terms (including the ability of investors
to demand redemption or insist on an IPO within 10 years) and
ownership (by the financial sponsors), respectively, which leads us
to view these as temporary forms of capital, and likely to be
refinanced with debt. That said, we recognize the financial
flexibility this capital provides, such as the lack of cash
interest costs, and relative subordination, and incorporate that
into our rating analysis.
"The stable outlook on Sharp reflects S&P Global Ratings'
expectation that the company will post 8%-14% revenue growth
annually over the next two years, maintain steady margins, and
generate modest free operating cash flow.
"Although unlikely over the next 12 months, we could lower our
rating if we view the company's capital structure as unsustainable.
This could occur if we expect the company to generate persistent
free operating cash flow deficits, potentially from unanticipated
operational disruptions that influence the company's reputation,
increased competition or insourcing, or significant biopharma
industry headwinds that slow demand for its commercial packaging
and clinical trial services.
"Although we consider an upgrade over the next 12 months, we could
raise the rating on the company if we expect adjusted free
operating cash flow to debt of more than 2% (about $25 million
under proposed capital structure) and adjusted debt to EBITDA below
10x for a sustained period."
SHAWCOR LTD: S&P Assigns BB- Issuer Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' long-term issuer credit
rating to Toronto-based Shawcor Ltd., a global industrial product
manufacturer. At the same time, S&P Global Ratings assigned its
'BB-' issue-level rating and '3' recovery rating to the company's
senior secured revolving credit facility (RCF) and its 'B'
issue-level rating and '6' recovery rating to Shawcor's proposed
C$150 million senior unsecured notes.
S&P said, "The stable outlook reflects our expectation that Shawcor
will generate stronger prospective profitability and credit
measures over the next two years, with positive FOCF that
contributes to adjusted debt to EBITDA approaching the mid-2x
area.
"We expect Shawcor will remain a leader in most of its largely
consolidated core product end markets despite its modest scale,
with profitability that is highly sensitive to industry
cyclicality. S&P Global Ratings believes Shawcor's established
leading market positions in most of its key product lines provide a
competitive advantage. The company has the largest share in the
North American composite tank market as well as the engineered wire
and cable market in Canada. It is also the number two player
globally in heat-shrink tubes, mainly used in automotive
applications. These markets are largely consolidated, with new
business typically awarded based on quality rather than price. We
believe Shawcor's product portfolio and long-track record of
operation with large-scale customers, including those in the
automotive, telecom, and energy sectors, facilitates repeat
business and provides a degree of pricing power. Furthermore,
patents, trade secrets, and proprietary knowledge for the
manufacturing process, along with regulatory certificates required
for some of its products, particularly in its composite pipe and
tank business, add barriers to entry to its business.
"Our view of Shawcor's business risk is constrained by the
company's modest scale of operations within the broader capital
goods industry, relatively low profitability, and exposure to
demand cyclicality primarily in the oil and gas (O&G) sector. In
our view, Shawcor's adjusted EBITDA of a little more than C$100
million estimated in 2021 is relatively low and heightens
sensitivity of the company's profitability to weaker-than-expected
operating results. In addition, about 50% of Shawcor's total
revenue is generated from O&G-related end markets, with earnings
sensitive to historically volatile oil and gas prices. The
company's margins and return on capital are below those of the
majority of peers in the capital goods industry, which we largely
attribute to Shawcor's lower-margin pipe-coating business.
"The demand outlook for Shawcor's core end markets is favorable,
and we expect profitability will improve. We expect Shawcor's
earnings and cash flow to materially improve this year, with
prospective margins above levels achieved over the past couple of
years. Our assumption for strong macroeconomic growth is a key
driver, and we expect improved demand will carry over through 2023.
Stronger demand is broadly based across the company's core product
segments, linked mainly to higher industrial production and
infrastructure development, as well as solid automotive industry
fundamentals.
"We also believe environmental and durability considerations are
supportive of the favorable outlook for Shawcor's composite pipe
and tanks business. The currently aged retail fuel tank
infrastructure, and higher demand from water and wastewater
management customers in North America bode well for future orders
over the next few years. In addition, we expect Shawcor's
heat-shrink tubes business, which largely caters to the automotive
end market, will expand about in line with our forecasts for global
light vehicle production. Heat-shrink tube is used in automotive
electrical system, and the trend toward increased vehicle
electrification should drive sustained demand for this business.
While automotive production disruptions have been well-documented
and led to our downward revision to growth expectations for global
light vehicle production, we believe this should ease in 2022. In
addition, high resin costs (and availability) remain a headwind,
but we expect the company will successfully pass on much of its
exposure to its customers.
"Shawcor plans to simplify and optimize its business over the next
couple of years. We assume streamlining the business will involve
divestment of noncore assets and expect this will lead to improved
margins and a higher degree of earnings stability. We also expect
the exposure to the volatile oil and gas end market will decline
over the next two years as the company prioritizes investments in
the composite segment and automotive and industrial segment. In the
meantime, we expect the company's operating results will benefit
from the relatively recent resurgence in oil and gas prices.
"Shawcor's ability to generate free cash flow and excess cash on
the balance sheet will provide deleveraging capacity over the next
few years. We expect the company will generate positive free cash
flow over the next several years, which provides financial
flexibility. Free cash flow and the expected streamlining of the
business over the next two years will likely drive material
deleveraging. We expect proceeds from the company's high-yield
notes will be used to reduce a like amount of debt outstanding on
Shawcor's revolver, with further debt reduction from excess cash
flow generation thereafter. We believe the company can reduce and
sustained an adjusted debt-to-EBITDA ratio of close to 2.5x by
2023. The planned deleveraging is consistent with Shawcor's net
leverage target of 1.5x-2.0x (as per the company's calculations).
"We acknowledge the uncertainty associated with the timing and
execution of its ongoing business simplification and
rationalization strategy leading to lower-than-expected proceeds
from assumed divestures. Therefore, there is risk that deleveraging
will not take place as we assume. In the absence of proceeds from
the assumed divestitures, we believe the company can maintain
credit measures that remain commensurate with the rating, albeit
with less cushion to the downside. That said, in this scenario
Shawcor would be dependent on future pipe-coating earnings to
mitigate the impact of lower-than-expected debt reduction on
leverage.
"The stable outlook reflects our view of the favorable demand for
Shawcor's core products, led by stronger macroeconomic growth and
increased capital spending in the company's core automotive,
telecom, and energy end markets. We assume steady improvement in
the company's earnings and cash flow over the next couple of years,
resulting in adjusted leverage of 2.5x-3.5x over next two years and
free cash flow of a little more than C$30 million annually.
"We could raise the rating if, over the next 12 to 24 months
Shawcor's adjusted debt-to-EBITDA ratio declines and remains close
to 2x and FOCF to debt approaches 20%. In addition, we would expect
the company to demonstrate material improvement in prospective
EBITDA margins, likely to about 15%. We believe margins sustained
near this level are unlikely if the company fails to streamline and
optimize its business.
"We could lower the rating if Shawcor's adjusted debt to EBITDA
exceeds 3.5x and FOCF to debt stays below 10%, with poor prospects
of improvement. This could result from weaker-than-expected
earnings in the company's core end markets, mostly likely due to an
unexpected softening in macroeconomic conditions, sharply lower oil
prices, and/or sharply higher costs. A more aggressive financial
policy adopted by the company, which could include debt-financed
acquisitions or an increase in shareholder distributions, could
also lead to a downgrade."
SMART BUY APPLIANCE: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Smart Buy Appliance Outlet LLC
5280 S Valley View Blvd Unit J
Las Vegas, NV 89118
Business Description: The Debtor operates an appliance store in
Nevada.
Chapter 11 Petition Date: December 1, 2021
Court: United States Bankruptcy Court
District of Nevada
Case No.: 21-15543
Judge: Hon. Mike K. Nakagawa
Debtor's Counsel: David J. Winterton, Esq.
DAVID WINTERTON & ASSOCIATES, LTD
7881 W. Charleston Blvd.
Suite 220
Las Vegas, NV 89117
Tel: 702-363-0317
Fax: 702-363-1630
Email: autumn@davidwinterton.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Brenda E. Horbulewicz as authorized
representative.
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/NM7Z66I/SMART_BUY_APPLIANCE_OUTLET_LLC__nvbke-21-15543__0001.0.pdf?mcid=tGE4TAMA
SS YOUNG FITNESS: Taps Ault, Henderson & Lewis as Accountant
------------------------------------------------------------
SS Young Fitness, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Ohio to hire Ault, Henderson & Lewis
as its accountant.
The firm's services include:
a. assisting in the completion of the Debtor's monthly
reports;
b. assisting in the preparation and implementation of the
financial reports and exhibits to the plan of reorganization and
advising the Debtor on the potential tax consequences as a result
of its Chapter 11 filing
c. assisting in reviewing and determining the amount of claims
against the Debtor;
d. assisting the Debtor in the preparation and filing of all
tax returns due;
e. generally assisting the Debtor in all accounting matters
relating to its bankruptcy proceedings;
f. providing other necessary accounting services.
As disclosed in court filings, Ault, Henderson & Lewis is a
"disinterested person" with the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Brian E. Knapke, CPA
Ault, Henderson & Lewis
221 West Logan St
Celina, OH 45822
Phone: 937-548-5745
Email: brianknapke@ahlcpas.com
About SS Young Fitness LLC
SS Young Fitness, LLC filed a petition for Chapter 11 protection
(Bankr. N.D. Ohio Case No. 21-31914) on Nov. 9, 2021, listing up to
$50,000 in assets and up to $500,000 in liabilities. Judge Mary
Ann Whipple presides over the case.
Steven L. Diller, Esq., at Diller and Rice, LLC and Ault, Henderson
& Lewis serve as the Debtor's legal counsel and accountant,
respectively.
SUPERIOR PLUS: DBRS Confirms BB(high) Issuer Rating
---------------------------------------------------
DBRS Limited confirmed the Issuer Rating of Superior Plus LP at BB
(high) and the Senior Unsecured Debentures rating at BB based on
the unchanged recovery rating of RR5. The trends on both ratings
are Stable. The rating confirmations reflect DBRS Morningstar's
expectation that Superior Plus' leverage will remain at a level
commensurate with the current ratings over the near term, even
though the Company has accelerated its acquisition strategy. The
rating confirmations also consider the sale of Superior Plus'
Specialty Chemicals business to Canadian private equity fund Birch
Hill Equity Partners for $725 million, completed on April 9, 2021.
This divestiture has transformed Superior Plus into a pure-play
energy distribution company. Superior Plus has lost some
diversification and scale as a result of the sale of the Specialty
Chemicals business, whose economic drivers are generally different
from those underlying the Company's Energy Distribution business.
However, the loss of diversification and scale is offset by the
fact that the Energy Distribution segment has gone through a
significant portfolio shift in recent years, leading to improved
customer and geographic diversification, as well as enhanced
margins and scale. Furthermore, in the next two to three years, the
Company's accelerated acquisition strategy should allow it to
recover from the scale it lost via the sale of the Specialty
Chemical business in terms of revenues and EBITDA. The rating
confirmations are also driven by the Company's (1) proven track
record of successfully integrating acquisitions and the relative
similarity of these acquisitions in terms of business model and
geography, (2) leading position in the Canadian propane
distribution market, and (3) fast-growing footprint in the U.S.
In 2021, Superior Plus announced six acquisitions totaling $600
million. Notably, on July 7, 2021, Superior Plus closed the
acquisition of the South Carolina-based retail propane distribution
company Freeman Gas and Electric Co., Inc., for $208 million, and,
on July 14, 2021, it announced the acquisition of California-based
retail and wholesale propane distribution company Kamps Propane
Inc., and related entities for $299 million. Kamps is one of the
largest propane retailers in California and operates its wholesale
business in 16 states. The Company views Kamps as a significant
operating platform, which should enable greater synergies from
future tuck-in acquisitions in California. The U.S. Federal Trade
Commission (FTC) is currently reviewing the Kamps acquisition. The
Company spent more on acquisitions in 2021 than it did in 2020 and
2019 ($285 million and $70 million, respectively). However, the
mostly debt-funded acquisition of U.S.-based NGL Energy Partners LP
in 2018 for almost $1 billion continues to be the largest
acquisition made by the Company to date. During 2021, Superior Plus
refinanced its Canadian dollar and U.S. dollar-denominated bonds,
replacing them with longer-dated bonds with relatively lower
coupons.
Excluding the divested specialty chemical segment, year-to-date
through the first six month of 2021, revenues were 22% higher
year-over-year. In the U.S., revenues increased because of higher
wholesale prices and additional acquisition-related revenues,
partly offset by the strong Canadian dollar, while in Canada
revenues grew primarily because of higher wholesale propane prices
and volumes. EBITDA grew 8% during the same period. U.S. EBITDA was
higher because of higher revenues but also because of
acquisition-related synergies and a colder first quarter of 2021.
Canadian EBITDA was lower primarily because of the weaker market
fundamentals of the supply portfolio management business, partly
offset by the Canada Emergency Wage Subsidy (CEWS) benefits. DBRS
Morningstar expects 2021 revenues to be higher compared with those
of 2020 mainly because of the impact of the acquisitions made in
the U.S. during 2021 and 2020, the improvement of commercial and
wholesale volumes in Canada, and overall higher propane prices in
2021. Furthermore, EBITDA growth is also expected to come via
realization of acquisition-related synergies in the U.S. propane
distribution business and the seasonal workforce optimization
initiatives undertaken by the Company, partly offset by lower CEWS
benefits in Canada, and the almost $10 million higher
performance-based stock incentive plan in 2021.
If approved by FTC, the Company expects to fund the Kamps
acquisition, mostly with the revolver and DBRS Morningstar expects
a slight elevation in the Company's leverage to 4 times (x) or more
upon the closing. However, based on incremental EBITDA from the
acquisitions made in 2021 and related synergies, in 2022, leverage
is expected to come back under 4x and cash flow-to-debt above 20%.
DBRS Morningstar anticipates no change in Superior Plus' strategy
to fund acquisitions through revolver drawings, particularly in the
propane distribution sector in the U.S. In addition, DBRS
Morningstar continues to expect Superior Plus to manage its credit
metrics within levels consistent with the ratings, because acquired
assets contribute earnings, and synergies are realized with
somewhat of a lag versus the debt funding of these acquisitions. In
addition to its proven track record of successfully integrating
over 30 acquisitions, the Company has also shown that it can
improve leverage in a relatively short time frame following a large
debt-funded acquisition.
Overall, Superior Plus' operating performance and business risk
profile continue to support the current ratings. DBRS Morningstar
expects the Company to remain acquisitive. The fragmented nature of
the propane distribution sector provides sufficient tuck-in
acquisition targets for the Company, despite the competition mainly
from other sponsor-backed companies. However, DBRS Morningstar
could consider a negative rating action under the following
conditions: a shift in financial policy, significant debt-financed
acquisitions (especially during a period of notable market
weakness), negative free cash flow, or difficulties and delays in
integrating newly acquired businesses that would cause leverage
metrics to deteriorate beyond what is considered commensurate with
the ratings for an extended period of time. Conversely, DBRS
Morningstar would likely consider a positive rating action only if
the Company demonstrated a commitment to a materially stronger
financial profile over a longer period.
Notes: All figures are in Canadian dollars unless otherwise noted.
TALEN ENERGY: Woos Investors to Get New Financing
-------------------------------------------------
Talen Energy Corp. is gauging investor interest in providing
potential new financing to the power company, Bloomberg News
reported, citing people with knowledge of the matter.
The Riverstone Holdings-backed firm is seeking new capital to help
support its transformation to renewable energy and post additional
collateral for its hedges, said the people, who asked not to be
identified because the matter is private. Some existing creditors
and outside investors have signed confidentiality agreements to
discuss a deal, the people added.
JPMorgan Chase & Co., the agent on Talen's term loan and part of
its revolver, recently resigned.
About Talen Energy Corp.
Talen Energy Corporation is an independent power generation
infrastructure company, headquartered in Allentown, Pennsylvania.
Talen Energy Supply, LLC is a company that operates utility
networks, with a principal place of business in Allentown,
Pennsylvania.
TENTLOGIX INC: Unsecureds Will Get $26K per Month for 5 Years
-------------------------------------------------------------
Tentlogix Inc., submitted a Second Amended Disclosure Statement
accompanying Plan of Reorganization dated Nov. 29, 2021.
At the outset of the case, it was clear to the Debtor that it owned
many assets that were unnecessary as it restructured its financial
affairs. During the course of this case, the Debtor sought
authorization of this Court to sell various assets that it
determined were unneeded in its future operations.
In addition, prior to the filing of the case, the Debtor ceased
operating a soft good division and those assets were taking up
space in the warehouse unnecessarily. The Debtor sought and
obtained authority of this Court to sell these assets as well as
other non-vehicle assets. The Debtor remains in the process of
selling these assets as demand is not strong.
The Debtor believes that the Plan of Reorganization provides the
best value for the creditors' claims and is in their best interest.
As reflected in the projections, it is anticipated that the
principal of the Debtor will need to provide funding to the Debtor
by way of a revolving Line of Credit in order to meet expenses
and/or plan payments during the months where it is anticipated that
the projected income will be low. The Debtor shall file a separate
Motion for Authorization to Enter into Exit Financing with Gary
Hendry prior to confirmation of this case.
The administrative claimants include the Debtor's attorney and the
Office of the U.S. Trustee. Payment of the administrative claims
for the Debtor's counsel is subject to set off for pre- and post
petition retainers, as well as approval by the Court of very
detailed fee applications. It is anticipated that total fees for
counsel to the Debtor will be approximately $115,000.00 through
closure of this case. It is anticipated that the accountant fees
will be approximately $50,000.00.
Class One consists of State of Florida Department of Revenue. The
State of Florida Department of Revenue's secured claim (Claim #13)
in the amount of $27,514.15 shall be paid over a period ending not
later than 5 years after the date of the order for relief (which is
45 months after the projected Effective Date) in an amount of
$845.25 per month.The State of Florida Department of Revenue filed
a Proof of Claim in this matter. This claim is unimpaired.
Class Three consists of St. Lucie County Tax Collector Secured
Claim. The St. Lucie County Tax Collector (Claim #20) in the amount
of $14,098.06 shall be paid over a period ending not later than 5
years after the date of the order for relief (which is 45 months
after the projected Effective Date) in an amount of $433.09 per
month. This claim is unimpaired.
Class Four consists of the Martin County Tax Collector Secured
Claim. The Martin County Tax Collector (Claim #28) in the amount of
$156,813.24 shall be paid in equal monthly installments beginning
on the effective date of the Plan at the statutory 18% interest. A
portion of the claim in the amount of $78,406.62 shall be objected
to as these taxes are post-petition and shall be paid in the
ordinary course. The pre-petition portion of the claim shall be
paid over a period ending not later than 5 years after the date of
the order for relief (which is 45 months after the projected
Effective Date) in an amount of $2,408.61 per month. This claim is
unimpaired.
Class Five consists of the Martin County Tax Collector Secured
Claim. The Debtor will be filing an objection to this claim in the
amount of $278,103.36 (Claim #29) for real property taxes as the
owner of the property is not the Debtor, but a separate entity
known as NAG Properties, LLC. NAG Properties is owned by the
Debtor's principal, Gary Hendry. No distribution shall be made to
this class under the Plan; however, in the event this Court
determines that claim must be made by the Debtor after hearing on
the intended objection, the Debtor shall make appropriate
accommodations to ensure this claim is paid. This claim is
impaired.
Class Eleven consists of General Unsecured Claims. The General
Unsecured claims include all other allowed claims of Unsecured
Creditors of the Debtor, subject to any Objections that are filed
and sustained by the Court. The general unsecured claims prior to
the filing of any objections total the amount of $3,777,233.26,
which will be paid over the 5 year term of the Plan at the rate of
$26,000.00 per month on a pro-rata basis. The payments will
commence on the Effective Date of the Plan. The dividend to this
class of creditors is subject to change upon the determination of
objections to claims. To the extent that the Debtor is successful
or unsuccessful in any or all of the proposed Objections, then the
dividend and distribution to each individual creditor will be
adjusted accordingly. These claims are impaired.
The Debtor shall continue to be operated by Gary Hendry, who is the
100% owner of the Debtor.
A full-text copy of the Second Amended Disclosure Statement dated
Nov. 29, 2021, is available at https://bit.ly/3dcXfat from
PacerMonitor.com at no charge.
Attorneys for Debtor:
Craig I. Kelley, Esq.
Kelley, Fulton & Kaplan, P.L.
1665 Palm Beach Lakes Blvd., Ste. 1000
West Palm Beach, FL 33401
Tel: (561) 491-1200
Email: (561) 684-3773
About Tentlogix Inc.
Tentlogix Inc., a Florida corporation located in Indiantown, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
20-22971) on Nov. 27, 2020. Gary Hendry, chief executive officer,
signed the petition. At the time of the filing, the Debtor
disclosed $3,135,866 in assets and $10,689,420 in liabilities.
Judge Mindy A. Mora oversees the case.
The Debtor tapped Kelley, Fulton & Kaplan, P.L. as its legal
counsel and Carr Riggs & Ingram as its accountant.
TOBACCO COOPERATIVE: Bankruptcy Plan Vote Delayed Over Lawsuit
--------------------------------------------------------------
Alex Wolf of Bloomberg Law reports that a class action claim
seeking more than $1 billion postponed U.S. Tobacco Cooperative
Inc.'s bankruptcy exit, as the co-op agreed to suspend a hearing on
its proposed reorganization plan to mediate lingering disputes with
lenders and former grower members.
The tobacco grower-owned marketing cooperative filed for bankruptcy
in July after a North Carolina state court judge granted a partial
judgment in favor of 209,000 former members who had sued in 2005
over terminated financial interests. A group of USTC's lenders,
led by Truist Bank, has fought throughout the bankruptcy to protect
its interest in a roughly $100 million loan agreement.
About U.S. Tobacco Cooperative
U.S. Tobacco Cooperative Inc. produces U.S. flue-cured tobacco
grown by more than 500 member growers in Florida, Georgia, South
Carolina, North Carolina, and Virginia. Member-grown tobacco is
processed and sold as raw materials to cigarette manufacturers
worldwide.
U.S. Tobacco Cooperative and affiliates sought Chapter 11
protection (Bankr. E.D.N.C. Lead Case No. 21-01511) on July 7,
2021. In the petition signed by Keith H. Merrick, chief financial
officer, U.S. Tobacco Cooperative estimated assets of between $100
million and $500 million and estimated liabilities of between $100
million and $500 million.
Judge Joseph N. Callaway oversees the cases.
The Debtors tapped Hendren, Redwine & Malone, PLLC as bankruptcy
counsel, and McGuireWoods, LLP and Robinson, Bradshaw & Hinson,
P.A., as special counsel. BDO Consulting Group, LLC, SSG Advisors,
LLC and CliftonLarsonAllen serve as the Debtors' financial advisor,
investment banker and accountant, respectively.
TOPP'S MECHANICAL: Court Denies Confirmation of 2nd Amended Plan
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Nebraska
issued an order dated November 23, 2021, denying confirmation of
the second amended Chapter 11 plan for Topp's Mechanical, Inc.
The issue presented to the Court concerns the Debtor's proposed
treatment of American Exchange Bank's Section 1111(b) election to
have its under-secured claim treated as secured. The Subchapter V
Trustee asserts that the plan is overly generous on the bank's
deficiency claim at the expense of other unsecured creditors. The
parties agree there are no factual issues in dispute and that all
other confirmation requirements have been met. Further, the only
objection to confirmation is the one filed by the Subchapter V
Trustee.
The statutory basis for the trustee's objection is 11 U.S.C.
Section 1191(b) which governs confirmation standards when a class
of claims -- here, the unsecured creditor class -- has not accepted
the plan and is impaired under the plan. Specifically, one of the
standards in such a situation is that the court can confirm a plan
only if it does not discriminate unfairly and is fair and equitable
with respect to each impaired class that has not accepted the plan.
Section 1191(c) defines the "fair and equitable" confirmation
requirement. With respect to a non-consenting class of secured
creditors, Section 1191(c)(1) mandates that in order to be fair and
equitable the plan must meet the requirements of Section
1129(b)(2)(A), which includes the requirement that the
non-consenting secured creditor receive payments totaling at least
the allowed amount of its claim of a value that is at least the
present value of its collateral. In the Topp's Mechanical case,
however, the secured creditor has accepted the plan. Therefore,
this confirmation standard is not directly applicable, although it
is a factor in the trustee's objection.
Instead, the non-consenting class in Topp's is the class of
unsecured creditors for which Section 1191(c)(2) defines "fair and
equitable" to include the requirement that the debtor apply all of
its disposable income for at least a three-year period for making
payments under the plan and that the value of the plan
distributions is not less than the debtor's disposable income. The
Subchapter V trustee believes that the debtor's disposable income
-- and, therefore, distributions to unsecured creditors -- is
artificially low as a result of the debtor paying the bank's claim
more than is necessary under Sections 1111(b), 1191(c)(1), and
1129(b)(2)(A).
The bank holds an allowed claim secured in part by Topp's real
estate and personal property. The total amount of the claim is
$3,763,611.81. Real estate valued at $1,224,821.76 and personal
property valued at $898,873.12 secure a portion of the claim, with
the unsecured balance of the claim totaling $1,639,916.93. The bank
elected to have its claim treated as secured under Section
1111(b)(2).
Topp's plan proposes to pay the bank's claim in three separate
components. The "real estate" claim is to be paid by amortizing
$1,224,821.76 over 40 years at an annual interest rate of 5.25%
with a balloon payment after five years. The "equipment" claim will
be paid by amortizing $898,873.12 over 10 years at an annual
interest rate of 5.25% with a balloon payment after five years. The
plan proposes to pay the remainder of the bank's claim as follows:
-- The Debtor shall make payments to American Exchange Bank
calculated by amortizing $1,639,916.93 over 40 years, at an annual
interest rate of 0.00%, with a balloon payment after five years of
payments.
-- Payments shall be in the amount of $3,416.49 per month.
-- The first payment shall be made 14 days after the effective
date of the Plan, and payments shall continue each month
thereafter, with a final balloon payment of all unpaid principal
being due five years from the date of the confirmation of the
Plan.
As a result, under the Subchapter V trustee's calculations (which
are not disputed), the bank is projected to receive a total of
$4,266,520.98 under the Plan. Specifically, the bank is slated to
receive $2,626,604.05 on the secured portions of its claim, plus an
additional $1,639,916.93 as a result of its Section 1111(b)
election.
Topp's also proposes to pay the non-consenting class of
non-priority unsecured creditors a total of $26,019 over three
years, beginning two years after the effective date of the plan.
The Debtor projects that the total amount available to the allowed
non-priority unsecured claims during the term of the Plan will be
$26,019. The allowed non-priority unsecured claims shall be paid
pro rata over a period of 36 months. The monthly payment amount, to
be paid pro rata to the allowed non-priority unsecured claims, will
be $722.75, commencing 24 months after the effective date of the
Plan, and continuing on the same day each month thereafter for a
period of 35 months.
The Subchapter V trustee contends the Plan discriminates against
unsecured creditors and is not fair and equitable for unsecured
creditors as required by Section 1191 because the bank is receiving
more than required on its Section 1111(b)(2) claim, at the expense
of the unsecured creditors class. The trustee argues the total
stream of principal and interest payments to the bank under the
plan ($4,266,520.98) far exceeds the bank's total claim
($3,763,611.81). In other words, the debtor is proposing to pay the
bank approximately half a million dollars more than required. The
trustee argues these additional funds for the bank unfairly come at
the expense of the unsecured creditors. According to the trustee,
instead of paying the bank an additional $1,639,916.93 as a result
of its Section 1111(b) election, the Debtor should only be required
to pay an additional $1,137,007.76. That amount is calculated by
taking the total claim of $3,763,611.81, less total payments on the
secured portion of the claim in the amount of $2,626,604.05, equals
$1,137,007.76.
In response, the bank takes the position that it will receive the
value of its secured claim with interest over the five-year term of
the plan, and then the balance will be refinanced and the bank will
receive the full amount of its claim less the payments received
during the term of the plan.
The Debtor agrees with the bank's arguments and further points out
that under the trustee's proposal the bank is effectively
"stripped" of the interest component on the secured portion of its
claim. While the Court disagrees with the Debtor's characterization
of the trustee's position as stripping away the interest component,
it agrees that the application of the interest component is the
determining factor in this case. The question presented is whether
the interest payments made on the present value of the collateral
count toward the total payments owed to the electing creditor.
The Court says there appears to be little controversy in the
caselaw that interest payments on the allowed secured claim under a
Section 1111(b) election should be permitted to serve the dual
purpose of providing present value to the creditor and satisfying
the debtor's obligation to pay the total allowed claim of the
creditor.
According to the Court, Collier's editors, however, express some
dissatisfaction with that approach, arguing that it "confuses and
conflates transfers made on account of the debt -- the payments
referred to in sub-clause II -- with transfers made to ensure that
the secured creditor receives property (that is, a stream of
payments) that has a present value equal to its collateral's value"
and shifts the benefit of an increase in collateral value to the
debtor.
Instead, to give an electing creditor the benefit of its bargain,
Collier maintains that, in keeping with Congressional intent, a
debtor should pay an amount that has a present value equal to the
collateral's value in any case while allowing the creditor to
ensure that the debtor is not taking advantage of inaccurate
nonmarket valuation. Collier suggests three options for
accomplishing this: a plan-specific payoff premium that
appropriately accounts for the secured creditor's total allowed
claim, a zero-coupon note, or a note bearing a below-market rate of
interest.
According to the Court, the Sixth Circuit's Bankruptcy Appellate
Panel endorsed this approach, holding that there are two ways a
debtor can ensure that a creditor will receive payments totaling
its allowed claim and that its lien will remain in place until full
payment has been received: (1) the debtor may specifically provide
in the note for payment of an Section 1111(b) premium in the event
of a sale or prepayment, which is calculated as the difference
between the total allowed claim and the outstanding principal
balance remaining due on the note plus the payments made to date,
or (2) the debtor may provide for a note in the face amount of the
electing creditor's allowed claim but with a below market interest
rate such that the present value of the note would still only be
the present value of the collateral.
Regardless of whether there are two, three or more ways to ensure
the Section 1111(b) electing creditor receives all that it is
entitled to receive under Section 1129(b)(2)(A), the Court believes
the majority view is the better reasoned approach and concludes
that the interest component of a debtor's stream of payments may
serve a dual purpose of satisfying the total allowed claim of the
creditor and providing present value to the creditor.
Perhaps the existence of the two-part test in Section
1129(b)(2)(A)(i)(II) has led some to conclude that there must be
two different payment streams -- one to pay the present value of
the collateral and one to pay the balance of the total claim
(similar to that which is proposed in the case at hand). But that
is not what the statute provides, the Court says. Instead, it calls
for a single stream of payments that meets two tests: Subsection
(II) of Section 1129(b)(2)(A)(i) guarantees an electing creditor a
stream of payments equal to its total claim. However, the stream of
payments need only have a present value of at least the value of
such holder's interest in the estate's interest in such property,
i.e., the value of the collateral. In other words, the present
value of the electing creditor's stream of payments need only equal
the present value of the collateral, which is the same amount that
must be received by the nonelecting creditor, but the sum of the
payments must be in an amount equal [to] at least the creditor's
total claim.
Because Topp's second amended Chapter 11 plan proposes to pay to
American Exchange Bank far more than it is entitled to receive as a
result of its election under Section 1111(b), there is less money
available to pay to unsecured creditors. Accordingly, the Plan
discriminates unfairly and is not fair and equitable to the class
of unsecured creditors, the Court concluds. Confirmation is denied
and the Debtor is directed to file an amended plan.
A full-text copy of the decision is available at
https://tinyurl.com/5arphw4t from Leagle.com.
About Topp's Mechanical
Topp's Mechanical, Inc., which is based out of Tecumseh, Nebraska,
is a mechanical contractor involved in new and repair work of
piping systems (steel, carbon and stainless steel), millwright work
(connecting equipment to power) and rigging. It maintains a full
fabrication shop in Tecumseh. It has two plasma machines, a press,
and plate roller. The shop is an ASME code shop with "R," "S" and
"U" stamps.
Topp's Mechanical filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
21-40038) on Jan. 15, 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 Thomas L. Saladino oversees the case.
Justin D. Eichmann, Esq., at Houghton Bradford Whitted PC, LLO, is
the Debtor's legal counsel.
TRITON WATER: S&P Alters Outlook to Negative, Affirms 'B' ICR
-------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on Triton
Water Holdings Inc. and revised its outlook to negative from
stable.
At the same time, S&P affirmed its 'B' issue-level on the company's
$2.8 billion senior secured first-lien term loan due 2028,
including the $250 million add-on, and its 'CCC+' issue-level
rating on its $770 million senior unsecured notes due 2029. The
recovery ratings on the debt are '3' and '6', respectively.
The negative outlook reflects the potential for a lower rating over
the next year if the company is unable to deleverage in line with
our expectation and adjusted leverage is sustained above 7x.
The outlook revision reflects the lower-than-expected profitability
and potentially more aggressive financial policy. Demand for
Triton's products remains healthy, with year-to-date sales growth
in the high-single-digit area, driven by continued volume growth
across both retail channels and ReadyRefresh. However, reported
EBITDA was below S&P's previous expectation, mainly due to
restructuring and severance expenses and inflationary headwinds,
including packaging raw materials, freight, and fuel. EBITDA has
strengthened excluding restructuring and severance expenses.
The company executed a letter of intent to enter a sale leaseback
transaction, which will generate about $463 million after-tax
proceeds. The transaction excludes facilities that are adjacent to
its water sources. The company will use the proceeds from the sale
leaseback transaction, along with the proceeds from the $250
million add-on to the first-lien term loan, to fund a $681 million
distribution to shareholders. S&P estimates pro forma debt to
forecast EBITDA (to the first quarter of 2022 from the second
quarter of 2021) in the mid-8x area upon the completion of the
transaction, compared withthe low-7x area at the close of the
leverage buyout (LBO).
S&P said, "We expect the company to deleverage to about 7x by 2022,
but continued raw material cost inflation could slow the
deleveraging path. We expect the company to continue to modestly
expand its topline in 2022, driven by volume growth in both retail
channels and ReadyRefresh. We expect adjusted EBITDA to grow close
to 20% in 2022 as the company laps the restructuring and severance
expenses incurred in 2021 and realizes cost savings. Nevertheless,
Triton is facing inflation pressure for packaging raw materials,
freight, and fuel. The company has taken some pricing action in
August to offset the headwinds, and we expect some of the pricing
will take hold starting the third quarter this year into 2022. In
our base case scenario, we expect adjusted leverage by the end of
2022 to be about 7x, as the company laps the restructuring costs,
pricing action takes effect, and raw material cost inflation eases
in the second half of 2022. However, we recognize that prolonged
raw material inflation could slow the deleveraging path if the
company cannot successfully pass those costs to customers.
"The company's financial policy seems to be more aggressive.
Despite already high leverage at about the low-7x area at the close
of the LBO transaction, the company is proposing the debt-financed
distribution. The pro forma cash balance at the close of the
transaction is about $460 million. We attribute the sizable cash
balance to true-ups as well as the lower transaction expenses. We
expect the company to use this cash for capital expenditure (capex)
investment, acquisitions, or possible dividends to its
shareholders. We continue to believe the company's aggressive
financial policy will keep leverage high.
"The negative outlook reflects the potential for a lower rating
over the next year if the company were unable to deleverage in line
with our expectation and adjusted leverage remained above 7x.
"We could lower our ratings if the company's profitability did not
improve in line with our expectation, and adjusted leverage were
sustained above 7x by the end of 2022." This could happen if:
-- Inflationary pressure persisted, and the company could not
successfully pass it on to its customers.
-- There were increasing competition from private label rivals, a
loss of major customers, or a large decline in consumer demand for
single-use plastic products; or
-- The company's financial policy became more aggressive, with
significant debt-financed shareholder distributions or
acquisitions.
S&P could revise its outlook to stable if the company improved
operating performance, such that adjusted leverage were sustained
below 7x. This could happen if:
-- The company successfully passed on price increase to its
customers;
-- Volume growth continued, driven by strong demand in both retail
channels and ReadyRefresh;
-- Cost-reduction initiatives were effective, and the company
realized cost savings as planned; and
-- The company demonstrated financial policies that were more
consistent with the rating level; this would include the absence of
significant debt-financed dividends or acquisitions, which could
result in continued weak credit metrics.
TRUE ENTERPRISE: Wins Cash Collateral Access on Final Basis
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
authorized True Enterprise, LLC to use cash collateral on a final
basis in accordance with the budget, with a 10% variance.
As adequate protection for the Debtor's use of cash collateral, any
creditor holding an interest in cash collateral is granted a
post-petition security interest and lien in, to and against all of
the Debtor's assets, to the same extent and priority that the
creditor held a properly perfected security interest in such assets
prepetition.
The provisions in the cash collateral order will remain in effect
until confirmation of the Plan, or until otherwise ordered by the
Court.
A copy of the order is available at https://bit.ly/3xzO910 from
PacerMonitor.com.
About True Enterprise, LLC
True Enterprise is a licensed compost facility in Broward County
that properly disposes of vegetative landscaping waste by recycling
it into composted soil.
True Enterprise, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
21-19977) on Oct. 18, 2021. The petition was signed by Ron Nigro,
trustee of The Ron Nigro Living Trust. At the time of filing, the
Debtor estimated $1 million to $10 million in assets and $500,000
to $1 million in liabilities.
Judge Scott M. Grossman oversees the case.
David Brown, Esq., at David Marshall Brown, P.A. represents the
Debtor as counsel.
TXD INTERNATIONAL: Seeks to Hire IFA Taxes as Accountant
--------------------------------------------------------
TXD International USA, Inc. seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire IFA Taxes as
its accountant.
The firm's services include:
(a) analyzing the Debtor's financial records and tax-related
documents obtained during the administration of the estate to
prepare delinquent returns;
(b) making all necessary journal entries and reconciliations
for the Debtor's books to be ready for tax preparation for the tax
years 2018 to 2020;
(c) for the tax year 2021, reconciling credit card and bank
statements, reviewing balance sheet and income statement items for
accuracy, proposing journal entries as needed, and issuing monthly
reports (balance sheet, profit, and loss, etc.) and suggested
improvements;
(d) preparing Form 1120 federal tax return and state tax
returns for 2019, 2020 and 2021 tax years; and
(e) providing such other tax and accounting services as
requested by the Debtor.
The firm will charge the following rates:
For Form 1120 and state tax return
for tax years 2019, 2020 & 2021 $1,200 per
return
Year end bookkeeping for tax years 2018-2020 $4,000
Monthly bookkeeping services to tax year 2021 $2,000
John Dahlin, a certified public accountant at IFA Taxes, disclosed
in a court filing that his firm is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
John Dahlin, CPA
IFA Taxes
19200 Von Karman Ave Suite 100
Irvine, CA 92612
Phone: +1 888-302-0765
Email: john@ifataxes.com
About TXD International
TXD International USA, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-14189) on Aug.
2, 2021, disclosing up to $500,000 in assets and up to $1 million
in liabilities.
Judge Scott H. Yun oversees the case.
The Law Office of W. Derek May and IFA Taxes serve as the Debtor's
legal counsel and accountant, respectively.
U.S. TOBACCO: Unsecured Creditors be Paid in Full or be Reinstated
------------------------------------------------------------------
U.S. Tobacco Cooperative Inc., and its Affiliated Debtors filed
with the U.S. Bankruptcy Court for the Eastern District of North
Carolina an Amended Disclosure Statement for the Joint Plan of
Reorganization dated Nov. 29, 2021.
The Cooperative was established in 1946 under the North Carolina
Marketing Act, and its owners comprise over 500 flue-cured tobacco
farmers located in the North Carolina, Virginia, South Carolina,
Georgia and Florida.
The April 23 Order entered in the Lewis Litigation prevented the
Debtors from accessing additional money under the Credit Facility
and created uncertainty over the Debtors' ability to fund its
operations and honor its 2021 purchase obligations to its grower
members. In order to preserve the status quo, honor its purchase
obligations to grower-members and prevent a shutdown of operations,
on July 7, 2021, the Debtors filed these Chapter 11 Cases for the
benefit of all of the Debtors' stakeholders, including its
employees, creditors and member-growers.
As of the Petition Date, the total amount of the Bank Group Claims
under the Credit Agreement is approximately $99,625,560 (the "Bank
Group Claim"). Each of the Subsidiaries – Premier Manufacturing,
US Flue-Cured, Big South, Franchise Wholesale and King Maker –
are guarantors under the Credit Facility, and each are thus liable
for the Bank Group Claims.
The Plan will treat claims as follows:
* Class 4 consists of all General Unsecured Claims. Each
Holder of an Allowed General Unsecured Claim, in full and final
satisfaction, release, settlement, and discharge of such Allowed
General Unsecured Claim, shall be paid in full, in Cash, on, or as
soon as reasonably practicable after, the Effective Date, or in
accordance with the terms of any agreement between the Debtors and
the Holder of an Allowed General Unsecured Claim or on such other
terms and conditions as are acceptable to the Debtors and the
Holder of an Allowed General Unsecured Claim, or shall be
Reinstated. Estimated Amount of Claim(s): $11.5 million (including
approx. $8 million of inter-debtor claims based on actual goods and
services provided). This Class will receive a distribution of 100%
of their allowed claims. This Class is unimpaired.
* Class 5 consists of Membership Fee Claims. Each Holder of an
Allowed Class 5 Claim shall receive payment in Cash in the full
amount of such Allowed Class 5 Claim, without interest, except to
the extent that a Holder of an Allowed Class 5 Claim has agreed to
less favorable treatment or has been paid previously, and except to
the extent that the total of all Allowed Class 5 Claims exceeds a
cap of $4 million. This Class has $0 - $5,000,000 estimated amount
of claims. This Class will receive a distribution of 100% of their
allowed claims.
* Class 6 consists of 1967-73 Capital Equity Credit Claims.
Each Holder of an Allowed Class 6 Claim shall receive payment in
Cash in the full amount of such Allowed Class 6 Claim, without
interest, except to the extent that a Holder of an Allowed Class 6
Claim has agreed to less favorable treatment or has been paid
previously, and except to the extent that the total of all Allowed
Class 6 Claims exceeds a cap of $20 million. This Class has $0 -
$20,000,000 estimated amount of claims. This Class will receive a
distribution of 100% of their allowed claims.
* Class 7 consists of 1982-84 Proceeds Claims. Each Holder of
an Allowed Class 7 Claim shall receive: (i) payment in Cash in the
amount of such Holder's pro rata share of the Class 7 and 8 Fund;
and (ii) in the event that a Holder's Allowed Class 7 Claim is not
paid in full from the Class 7 and 8 Fund, nonqualified Capital
Equity Credits having such rights as provided in the Cooperative's
by-laws, or interests in the Cooperative materially equivalent
thereto, in an amount equal to the difference between the total
Cash sum received by such Holder from the Class 7 and 8 Fund and
the amount of such Holder's Allowed Class 7 Claim. This Class will
receive a distribution of 100% of their allowed claims.
* Class 8 consists of FETRA Proceeds Claims. Each Holder of an
Allowed Class 8 Claim shall receive: (i) payment in Cash in the
amount of such Holder's pro rata share of the Class 7 and 8 Fund;
and (ii) in the event that a Holder's Allowed Class 8 Claim is not
paid in full from the Class 7 and 8 Fund, nonqualified Capital
Equity Credits having such rights as provided in the Cooperative's
by-laws, or interests in the Cooperative materially equivalent
thereto, in an amount equal to the difference between the total
Cash sum received by such Holder from the Class 7 and 8 Fund and
the amount of such Holder's Allowed Class 8 Claim. This Class will
receive a distribution of 100% of their allowed claims.
* Class 9 consists of Intercompany Claims. On the Effective
Date, all Intercompany Claims shall be cancelled, and Holders of
Intercompany Claims shall not receive or retain any Property under
the Plan on account of their Intercompany Claims.
* Class 10 consists of Common Stock Interests. The legal,
equitable, and contractual rights of the Holders of Allowed Common
Stock Interests are unaltered by the Plan. All Common Stock
Interests shall be retained. Provided however, that in the event
that any of Class 1, Class 5, Class 6, Class 7, and Class 8 votes
to reject the Plan, the economic rights of members of Class 10
arising solely by virtue of their Common Stock Interests shall be
forfeited, and Holders of Class 10 Interests shall receive no
distribution under the Plan on account of their Class 10
Interests.
* Class 11 consists of Subsidiary Equity Interests. The legal,
equitable, and contractual rights of the Holders of Subsidiary
Equity Interests are unaltered by the Plan. All Subsidiary Equity
Interests shall be retained by the applicable Reorganized Debtors.
* Class 12 consists of 2010- 2015 Capital Equity Credit
Claims. The legal, equitable, and contractual rights of the Holders
of 2010 2015 Capital Equity Credit Claims are unaltered by the
Plan. All 2010-2015 Capital Equity Credit Claims shall be retained
by the applicable Holders of such Claims.
The funds utilized to make Cash payments under the Plan have been
and/or will be generated from the Exit Facility, proceeds from the
Cooperative's investment account, the sale of certain non-core
assets, including without limitation the potential sale of
warehouses owned by the Cooperative in Fuquay-Varina, NC,
collections from the sale of tobacco leaf, proceeds of insurance
policies, proceeds from pending litigation, proceeds from duty
drawback claims, and Cash on hand.
The Debtors intend to solicit proposals for the Exit Financing
Facility, in an amount up to $90 million, through their investment
banker, SSG Advisors, LLC, and expect to secure a firm proposal for
exit financing on standard terms and conditions, by no later than
the date of the filing of the Plan Supplement.
The Debtors shall use their best efforts to enter into the Exit
Facility Documents on or before the Confirmation Date. The
Confirmation Order shall be deemed approval of the Exit Facility
Documents and all transactions contemplated thereby, and all
actions to be taken, undertakings to be made, and obligations to be
incurred by the Debtors and Reorganized Debtors in connection
therewith, including the payment of all fees, indemnities, and
expenses, if any, provided for therein, and authorization of the
Debtors and Reorganized Debtors to enter into and execute the Exit
Facility Documents and such other documents as may be required to
effectuate the treatment afforded by the Exit Facility Documents.
A full-text copy of the Amended Disclosure Statement dated Nov. 29,
2021, is available at https://bit.ly/3xEKleS from PacerMonitor.com
at no charge.
Counsel for Debtors:
COZEN O'CONNOR
Mark E. Felger
Simon E. Fraser
1201 N. Market Street, Suite 1001
Wilmington, Delaware 19801
Telephone: (302) 295-2000
Facsimile: (302) 295-2013
Email: mfelger@cozen.com
sfraser@cozen.com
David R. Doyle
Christina M. Sanfelippo
123 N. Wacker Drive, Ste. 1800
Chicago, IL 60606
Telephone: (312) 474-1648
Facsimile: (312) 382-8910
E-mail: daviddoyle@cozen.com
csanfelippo@cozen.com
HENDREN, REDWINE & MALONE, PLLC
Jason L. Hendren
Rebecca F. Redwine
Benjamin E.F.B. Waller
4600 Marriott Drive, Suite 150
Raleigh, NC 27612
Telephone: (919) 420-7867
Facsimile: (919) 420-0475
E-mail: jhendren@hendrenmalone.com
rredwine@hendrenmalone.com
bwaller@hendrenmalone.com
About U.S. Tobacco Cooperative
U.S. Tobacco Cooperative Inc. produces U.S. flue-cured tobacco
grown by more than 500 member growers in Florida, Georgia, South
Carolina, North Carolina, and Virginia. Member-grown tobacco is
processed and sold as raw materials to cigarette manufacturers
worldwide.
U.S. Tobacco Cooperative and affiliates sought Chapter 11
protection (Bankr. E.D.N.C. Lead Case No. 21-01511) on July 7,
2021. In the petition signed by Keith H. Merrick, chief financial
officer, U.S. Tobacco Cooperative estimated assets of between $100
million and $500 million and estimated liabilities of between $100
million and $500 million.
Judge Joseph N. Callaway oversees the cases.
The Debtors tapped Hendren, Redwine & Malone, PLLC as bankruptcy
counsel, and McGuireWoods, LLP and Robinson, Bradshaw & Hinson,
P.A. as special counsel. BDO Consulting Group, LLC, SSG Advisors,
LLC and CliftonLarsonAllen serve as the Debtors' financial advisor,
investment banker and accountant, respectively.
VALLEY HOSPICE: Farmers Sue UMB Bank for Seizing Grain Harvest
--------------------------------------------------------------
Lee O. Sanderlin of Mississippi Clarion Ledger reports that a group
of Mississippi Delta farmers is suing Missouri-based UMB Bank in
federal court after the bank seized their fall harvests as
collateral from Express Grain, a Greenwood grain elevator and
biodiesel refinery.
The farmers, in a class action lawsuit, claim UMB Bank knew Express
Grain was teetering on financial collapse and propped the company
up through the fall soybean and corn harvest until it could fill
its silos at the end of September 2021.
Once the silos were full, the bank called the approximately $70
million in loans owed by Express Grain, forcing it to offer up the
harvested grain as collateral, according to the complaint filed
Nov. 8, 2021 in U.S. District Court.
The farmers claim they have not been paid for their harvests, and
are suing to recoup their losses. It's typical for farmers not to
be paid until after a grain elevator sells it on their behalf.
Don Barrett, a Lexington attorney representing the farmers, said he
estimates the total figure of outstanding payment to be more than
$100 million.
"They set a trap for these farmers and caught them," Barrett said.
The attorney for UMB Bank did not respond to a request for comment.
Express Grain, through a spokesperson, also declined comment. UMB
Bank has until Dec. 21 to file a response to the farmers' lawsuit.
The farmers cannot sue Express Grain for damages because the
company filed for Chapter 11 bankruptcy in September, according to
court records.
In its bankruptcy filing, Express Grain lists both assets and debts
in between $50 and $100 million.
More:Will Mississippi's Black farmers get a fair shake at medical
marijuana? Some lawmakers unsure.
The farmers claim Express Grain, by direction of UMB Bank, misled
them about the financial footing of the company. The company hired
salesmen to go across the Delta, pitching farmers to bring their
harvests to Express Grain this season, Barrett said.
"It was an intensive marketing effort that the bank had to know
about," he said.
In the spring, Express Grain President John Coleman touted the
company's future and a $3 million facility upgrade in a Greenwood
Commonwealth story where he said business had "grown every year."
Coleman did not respond to multiple requests for comment.
While just three farmers are named as plaintiffs in the class
action complaint, Barrett said he represents at least 65 farmers
who sold their harvest to Express Grain and weren't paid for it.
The missing money is taking an emotional toll on the farmers, some
of whom have told Barrett they'd be ruined if they don't see some
soon.
"Everything they've worked their lives for, this bank is attempting
to take it away from them," he said. "I've had some clients talk
about suicide. I've had several clients who've wept in my office."
The impact of farmers not being paid for a harvest season will be
felt across the Delta, Barrett said.
"All these little Delta communities where people shop, their
employees shop, everybody is going to be affected," he said. "I
don't mean made uncomfortable — but if this were allowed to
stand, it's going to wreck people’s lives and wreck the economy
of this part of Mississippi."
About Express Grain Terminals
Greenwood, Mississippi-based Express Grain Terminals, LLC, produces
soy products such as oil and biodiesel.
Express Grains Terminals and its affiliates, Express Biodiesel, LLC
and Express Processing, LLC, sought Chapter 11 protection (Bankr.
N.D. Miss. Lead Case No. 21-11832) on Sept. 29, 2021. At the time
of the filing, Express Grains Terminals listed up to $50 million in
assets and up to $100 million in liabilities. Judge Selene D.
Maddox oversees the cases.
The Law Offices of Craig M. Geno, PLLC, is the Debtors' legal
counsel.
UMB Bank, N.A., the Debtors' lender, is represented by Spencer Fane
LLP.
VERANO RECOVERY: Seeks to Hire Hoffman Co. as Real Estate Broker
----------------------------------------------------------------
Verano Recovery, LLC seeks approval from the U.S. Bankruptcy Court
for the Central District of California to employ The Hoffman
Company to sell its real property in Cathedral City, Calif.
Hoffman will receive a commission of 2 percent of the selling price
or on any other mutually agreed price and terms.
If a buyer's broker procures the successful purchaser, the total
compensation will be increased to 3 percent. The 3 percent
commission will be split equally between the buyer's broker and the
listing broker, provided the former is not an affiliate or another
agent from Hoffman.
As disclosed in court filings, Hoffman is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Erik Christianson
The Hoffman Company
18881 Von Karman Ave # 150
Irvine, CA 92612
Phone: 949-553-2020 / 949-705-0920
Email: echristianson@hoffmanland.com
About Verano Recovery
Pasadena, Calif.-based Verano Recovery, LLC filed its voluntary
petition for Chapter 11 protection (Bankr. C.D. Calif. Case No.
21-14127) on May 19, 2021, listing as much as $50 million in both
assets and liabilities.
Judge Sheri Bluebond presides over the case.
The Debtor tapped Goe Forsythe & Hodges LLP as bankruptcy counsel,
Corbett Steelman & Spector as special litigation counsel, Armory
Consulting Co. as financial advisor, and Cline Carroll & Bartell
LLP as accountant.
VOS CRE I: Seeks Approval to Hire DGIM Law as Bankruptcy Counsel
----------------------------------------------------------------
VOS CRE I, LLC received interim approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire DGIM Law, PLLC
to serve as legal counsel in its Chapter 11 case.
The firm's services include:
a. giving advice to the Debtor with respect to its powers and
duties and the continued management of its business operations;
b. advising the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
c. preparing legal documents;
d. protecting the interests of the Debtor in all matters
pending before the court; and
e. representing the Debtor in negotiation with its creditors
in the preparation of a Chapter 11 plan.
DGIM Law received retainer fees in the total amount of $50,000.
Isaac Marcushamer, Esq., a member of DGIM Law, disclosed in a court
filing that he and his firm do not represent interests adverse to
the Debtor and its estate.
The firm can be reached through:
Isaac Marcushamer, Esq.
DGIM Law, PLLC
2875 NE 191 St. Suite 705
Aventura, FL 33180
Tel: 305-763-8708
Email: isaac@dgimlaw.com
About VOS CRE I, LLC
Boca Raton, Fla.-based VOS CRE I, LLC filed its voluntary petition
for Chapter 11 protection (Bankr. S.D. Fla. Case No. 21-21082) on
Nov. 22, 2021, listing as much as $10 million in both assets and
liabilities. James Vosotas, authorized representative, signed the
petition.
Isaac Marcushamer, Esq., at DGIM Law, PLLC serves as the Debtor's
legal counsel.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re R H Industries, LLC
Bankr. N.D. Ala. Case No. 21-02749
Chapter 11 Petition filed November 24, 2021
See
https://www.pacermonitor.com/view/DF4C6XQ/R_H_Industries_LLC__alnbke-21-02749__0001.0.pdf?mcid=tGE4TAMA
represented by: C. Taylor Crockett, Esq.
C. TAYLOR CROCKETT, P.C.
In re Dynamic Athletics S&C Corp
Bankr. D. Conn. Case No. 21-50731
Chapter 11 Petition filed November 24, 2021
See
https://www.pacermonitor.com/view/AYJAVEI/Dynamic_Athletics_SC_Corp__ctbke-21-50731__0001.0.pdf?mcid=tGE4TAMA
represented by: Joseph J. D'Agostino, Jr.
ATTORNEY JOSEPH J. D'AGOSTINO, JR., LLC
E-mail: joseph@lawjjd.com
In re Jim Oritsetimeyin Omatseye, Jr.
Bankr. S.D. Fla. Case No. 21-21189
Chapter 11 Petition filed November 24, 2021
represented by: Chad Van Horn, Esq.
In re LJ Firewood LLC
Bankr. S.D.N.Y. Case No. 21-35852
Chapter 11 Petition filed November 24, 2021
See
https://www.pacermonitor.com/view/AQHR5AY/LJ_Firewood_LLC__nysbke-21-35852__0001.0.pdf?mcid=tGE4TAMA
represented by: Anne Penachio, Esq.
PENACHIO MALARA, LLP
E-mail: frank@pmlawllp.com/
anne@pmlawllp.com
In re Schaefers Service, Inc.
Bankr. W.D. Pa. Case No. 21-22537
Chapter 11 Petition filed November 24, 2021
See
https://www.pacermonitor.com/view/74BFHUA/Schaefers_Service_Inc__pawbke-21-22537__0001.0.pdf?mcid=tGE4TAMA
represented by: Edgardo D. Santillan, Esq.
SANTILLAN LAW, PC
E-mail: ed@santillanlaw.com
In re Innovative Building Systems, Inc.
Bankr. E.D. Cal. Case No. 21-90556
Chapter 11 Petition filed November 25, 2021
See
https://www.pacermonitor.com/view/6ILIKPA/Innovative_Building_Systems_Inc__caebke-21-90556__0001.0.pdf?mcid=tGE4TAMA
represented by: David C. Johnston, Esq.
DAVID C. JOHNSTON
E-mail: david@johnstonbusinesslaw.com
In re David Harvey
Bankr. D. Mass. Case No. 21-11736
Chapter 11 Petition filed November 28, 2021
represented by: Carmenelisa Perez-Kudzma, Esq.
In re Bethany Wangler
Bankr. S.D. Fla. Case No. 21-21201
Chapter 11 Petition filed November 29, 2021
represented by: Brian McMahon, Esq.
In re Russell Allen Dickson
Bankr. S.D. Fla. Case No. 21-21237
Chapter 11 Petition filed November 29, 2021
represented by: Chad Van Horn, Esq.
In re James J. Shadoan
Bankr. S.D. Ind. Case No. 21-05356
Chapter 11 Petition filed November 29, 2021
represented by: John Humphrey, Esq.
In re Zuleyma Duran-Hacken LLC
Bankr. D. Nev. Case No. 21-15493
Chapter 11 Petition filed November 29, 2021
See
https://www.pacermonitor.com/view/MOPHFZQ/ZULEYMA_DURAN-HACKEN_LLC__nvbke-21-15493__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Iglesias Dios Es Amor, Inc.
Bankr. D.P.R. Case No. 21-03508
Chapter 11 Petition filed November 29, 2021
See
https://www.pacermonitor.com/view/CXV4QTA/IGLESIAS_DIOS_ES_AMOR_INC__prbke-21-03508__0001.0.pdf?mcid=tGE4TAMA
represented by: Gerardo L. Santiago Puig, Esq.
GSP LAW, P.S.C.
E-mail: gsantiagopuig@gmail.com
In re Global Home Renovations, LLC
Bankr. S.D. Tex. Case No. 21-33789
Chapter 11 Petition filed November 29, 2021
See
https://www.pacermonitor.com/view/3CJRK5Y/Global_Home_Renovations_LLC__txsbke-21-33789__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re American Storage Solutions, LLC
Bankr. S.D. Fla. Case No. 21-21316
Chapter 11 Petition filed November 30, 2021
See
https://www.pacermonitor.com/view/7YQPPIA/American_Storage_Solutions_LLC__flsbke-21-21316__0001.0.pdf?mcid=tGE4TAMA
represented by: Brian K. McMahon, Esq.
BRIAN K. MCMAHON
E-mail: briankmcmahon@gmail.com
In re Ravinder Singh Kang
Bankr. S.D. Fla. Case No. 21-21282
Chapter 11 Petition filed November 30, 2021
represented by: Chad Van Horn, Esq.
In re Thomas Wallace Andrews
Bankr. N.D. Ill. Case No. 21-13583
Chapter 11 Petition filed November 30, 2021
represented by: Ben Schneider, Esq.
In re Ask Image Enterprises, LLC
Bankr. D. Md. Case No. 21-17504
Chapter 11 Petition filed November 30, 2021
See
https://www.pacermonitor.com/view/NM6BFKY/Ask_Image_Enterprises_LLC__mdbke-21-17504__0001.0.pdf?mcid=tGE4TAMA
represented by: Marc A. Ominsky, Esq.
LAW OFFICES OF MARC A. OMINSKY, LLC
E-mail: info@mdlegalfirm.com
In re Pinnacle Management Group LLC
Bankr. S.D.N.Y. Case No. 21-35861
Chapter 11 Petition filed November 30, 2021
See
https://www.pacermonitor.com/view/O4M2MNY/Pinnacle_Management_Group_LLC__nysbke-21-35861__0001.0.pdf?mcid=tGE4TAMA
represented by: Devon Salts, Esq.
SALTS LAW OFFICE
E-mail: saltslaw@gmail.com
In re Advance Transportation Services Incorporated
Bankr. W.D. Tex. Case No. 21-30906
Chapter 11 Petition filed November 30, 2021
See
https://www.pacermonitor.com/view/B77L7MY/Advance_Transportation_Services__txwbke-21-30906__0001.0.pdf?mcid=tGE4TAMA
represented by: E.P. Bud Kirk, Esq.
E.P. BUD KIRK
E-mail: budkirk@aol.com
*********
Monday's edition of the TCR delivers a list of indicative prices
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then-ending.
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*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
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