/raid1/www/Hosts/bankrupt/TCR_Public/211203.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, December 3, 2021, Vol. 25, No. 336
Headlines
A & S ENTERTAINMENT: CRSJ Says Plan Not Feasible
A THUMBS UP INC: Subchapter V Plan to Pay 100% of Claims
APEX TOOL: S&P Lowers ICR to 'CCC' on Default Risk, Outlook Neg.
AURORA READYMIX: Amends IRS Unsecured Claim Pay Details
AUTHENTIC BRANDS: S&P Affirms 'B' ICR, Off CreditWatch Developing
AVIANCA HOLDINGS: Emerges From Chapter 11 Bankruptcy
BAIRN LLC: Seeks to Hire AW Properties as Real Estate Broker
BIOSTAGE INC: Hires David Green as Chief Executive Officer
BIOSTAGE INC: New CEO Invests $250K in Private Placement Securities
BOTS INC: Posts $52K Net Loss in First Quarter
BOY SCOUTS OF AMERICA: United Methodist Leaders to Reject Plan
BYRNA TECHNOLOGIES: CEO to Present at Raymond James 2021 Conference
CANNABICS PHARMACEUTICALS: Posts $3.2M Net Loss in FY Ended Aug. 31
CBAK ENERGY: Unit Completes Majority Stake Acquisition of Hitrans
CDT DE SAN SEBASTIAN: Jan. 26, 2022 Plan Confirmation Hearing Set
CHIP'S SOUTHINGTON: Seeks Cash Collateral Access Thru Jan 2022
DAKOTA TERRITORY: Gets OK to Hire Stinson LLP as New Counsel
DIOCESE OF BUFFALO: Scheduled to Launch Path to Renewal Program
DIOCESE OF CAMDEN: Fights Move to Value Abuse Claims in Chapter 11
ENERGY CONVERSION: Micron May Be Added as Defendant
FINDLAY ESTATES: Seeks Cash Collateral Access
GENERATION BRIDGE II: S&P Assigns 'BB-' Rating on Sr. Secured Debt
GIRARDI & KEESE: Criminal Fate Unknown as Civil Cases Rage
GLOBAL CLOUD: Judge Declines US Jurisdiction for Clawback Case
GROM SOCIAL: Gets Shareholder OK to Close 2nd Tranche of Financing
GRUPO AEROMEXICO: Junior Creditors Oppose Apollo Bankruptcy Deal
GULF COAST HEALTH: PCO Taps Neubert Pepe & Monteith as Counsel
IMERYS TALC: Court Okays Mediation With Cyprus in Chapter 11 Cases
J&P FLASH: Case Summary & 17 Unsecured Creditors
LATAM AIRLINES: Creditors Committee Disappointed With Ch.11 Plan
LEXARIA BIOSCIENCE: Incurs $4.2-Mil. Net Loss in FY Ended Aug. 31
LIMETREE BAY: Will Sell Refinery for $33 Mil. to St. Croix Energy
LOVE FAMILY: U.S. Trustee Unable to Appoint Committee
LTL MANAGEMENT: Talc Claimants Seek to Toss Chapter 11 Case
LUCKIN COFFEE: Closes $240-Mil. Investment From Centurium
LUCKIN COFFEE: Creditors Okays Scheme of Arrangement
MADISON SAFETY: S&P Assigns 'B-' ICR on Safe Fleet Acquisition
MALLINCKRODT PLC: Judge Unsure to Rule on Future Deal
MARTIN MIDSTREAM: Eliminates GP's Incentive Distribution Rights
MARTIN MIDSTREAM: Senterfitt Acquires 49% Interest in MMGP Holdings
MERLIN ACQUISITION: S&P Assigns 'B-' ICR, Outlook Stable
NEOVASC INC: To Participate in Sidoti Virtual Microcap Conference
NEUTRAL POSTURE: Gets Cash Collateral Access on Final Basis
NEWSTREAM HOTEL: Unsecureds to Get Share of Income for 4 Years
NEXTPLAY TECHNOLOGIES: Board Appoints Farooq Moosa as Director
OECONNECTION LLC: S&P Affirms 'B-' ICR on Acquisition of OPSTrax
OMNIQ CORP: Closes Acquisition of Additional 26% of Dangot Computer
OUTLOOK THERAPEUTICS: Closes $57.5 Million Bought Deal Offering
PANACEA LIFE: Closes $1M Private Placement Financing
PAPER BLAST CO: Taps Bach Law Offices as Bankruptcy Counsel
PBF HOLDING: S&P Affirms 'B' Issuer Credit Rating, Outlook Neg.
PEAK CUSTOM: Wins Cash Collateral Access Thru Jan 2022
PETROTEQ ENERGY: Signs Technology License Deal With Big Sky
PHOENIX PROPERTIES: Voluntary Chapter 11 Case Summary
PODS LLC: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
PPI LLC: Case Summary & 20 Largest Unsecured Creditors
PSP LOGISTICS: Case Summary & 9 Unsecured Creditors
PURDUE PHARMA: Judge Seeks Briefs on Bankruptcy Abuse Prior Ruling
R H INDUSTRIES: Taps C. Taylor Crockett as Bankruptcy Counsel
RVS CONSIGNMENTS.COM: Continued Operations to Fund Plan
SANTA FE ARCHDIOCESE: 2nd Online Auction Scheduled for January
SEMILEDS CORP: Incurs $2.9 Million Net Loss in FY Ended Aug. 31
SEMPER UTILITIES: Involuntary Chapter 11 Case Summary
STATERA BIOPHARMA: FDA Lifts Clinical Hold on Entolimod
SUMMIT FAMILY: Amended Liquidating Plan Confirmed by Judge
TASEKO MINES: Unveils New Labour Deal With Gibraltar Mine Workers
THAI STK: Unsecured Creditors Will Get 30% Dividend in Plan
TIANJIN JAHO: Taps New Guardian as Real Estate Debt Advisor
TUKHI BUSINESS: Seeks Cash Collateral Use
UNITED DISPENSER: U.S. Trustee Unable to Appoint Committee
VECTOR GROUP: S&P Upgrades ICR to 'B+', Outlook Stable
WHISPER LAKE: Wins Cash Collateral Access
WIDEOPENWEST FINANCE: S&P Upgrades ICR to 'BB-', Outlook Stable
ZIER PROPERTIES: Taps Law Office of David Smith as Counsel
[^] BOOK REVIEW: From Industry to Alchemy
*********
A & S ENTERTAINMENT: CRSJ Says Plan Not Feasible
------------------------------------------------
Landlord CRSJ, Inc., objects to confirmation of the Amended Plan
filed by debtor A&S Entertainment, LLC.
CRSJ owns the real property and improvements thereon located at 250
N.E. 183rd Street, Miami, Florida 33179 (the "Premises"). The
Debtor executed a Commercial Lease on March 1, 2012 with CRSJ for
the use of the Premises (the "Lease").
CRSJ claims that the inaccurate Statement of Financial Affairs
regarding payments to insiders, and the conflict of interest of no
avoidance action being filed as to same, coupled with the post
petition payment to a pre-petition creditor demonstrate the lack of
Debtor's good faith [(a)(3)] and lack of compliance with the Code
[1129(a)(2)].
CRSJ points out that the Plan is not feasible given the potential
for a future personal injury claim, the lack of true liability
insurance (assault and battery coverage is excluded) and the
Debtor's forecast that reflects no reserve and zero revenue as a
contingency, should a claim be asserted. The Debtor has proposed
the excess revenue of $1,000 a month as the sole distribution to
all unsecured creditors, leaving no funds available to defend a
claim in the future or deal with any other contingency.
CRSJ asserts that the Debtor is not able to overcome the best
interest of creditors test because there is no analysis as to any
value associated with a sale of the Debtor's assets or a lease
termination fee.
Moreover, CRSJ notes that when coupled with the existing monies
reflected by the Debtor of $250,000, there could be a significant
payment of close to $750,000 in satisfaction of the claims of the
DOR should they opt for such a proposal. CRSJ seeks the removal of
the Debtor under Section 1185(a) to accomplish this objective.
A full-text copy of CRSJ's objection dated Nov. 29, 2021, is
available at https://bit.ly/3xK5ch8 from PacerMonitor.com at no
charge.
Attorney for CRSJ Inc.:
DICKINSON WRIGHT PLLC
Alan J. Perlman, Esq.
Florida Bar No: 826006
350 East Las Olas Boulevard, Suite 1750
Fort Lauderdale, Florida 33301
Tel: 954-991-5427
Fax: 844-670-6009
E-mail: aperlman@dickinsonwright.com
About A & S Entertainment
A & S Entertainment, LLC, filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
21-14020) on April 27, 2021. The petition was signed by Ciara
Latrice Jones, Claudette M. Pierre, manager. At the time of
filing, the Debtor estimated $50,000 to $100,000 in assets and $1
million to $10 million in liabilities. Judge Robert A. Mark
presides over the case. John A. Moffa, Esq., at MOFFA & BIERMAN,
represents the Debtor.
A THUMBS UP INC: Subchapter V Plan to Pay 100% of Claims
--------------------------------------------------------
A Thumbs Up, Inc., filed with the U.S. Bankruptcy Court for the
District of Maryland a Chapter 11 Subchapter V Plan dated Nov. 29,
2021.
The Debtor is a Maryland corporation, formed in 2015, and operates
as a small, family business with three generations assisting in the
day-to-day affairs. The Debtor supplies metal fabrication, repair,
and servicing for its customers, including local hospitals and
assisted living facilities.
The Debtor was forced to file the instant bankruptcy petition in
response to collection actions taken by the Internal Revenue
Service (IRS), including attachments of the Debtor's operating
account resulting in seizure of more than $20,000 from the Debtor.
The Debtor is in the process of determining the accurate
liabilities owed to the IRS and the Maryland Comptroller, and will
file objections to the respective claims if need be. The tax
liabilities are to be paid in full under the Plan, while the Debtor
maintains compliance with its current tax obligation.
Other than the tax liabilities and a secured vehicle loan (which is
current), the Debtor carries no other debt.
The value of the property to be distributed under the Plan during
the term of the Plan is not less than the Debtor's projected
disposable income for that same period, which the Debtor currently
projects at $3,000 per month. Unsecured creditors holding Allowed
Claims will receive distributions pro rata. The Plan also provides
for the payment of secured, administrative, and priority claims in
accordance with the Bankruptcy Code.
During the term of this Plan, the Debtor shall submit the
disposable income (or value of such disposable income) necessary
for the performance of this plan to the Trustee and shall pay the
Trustee the sums. The term of this Plan begins on the Effective
Date and ends on the 60th month subsequent to that date.
Secured Claim of Ford Motor Credit Company LLC (Claim 1). The
Debtor will pay this secured claim in accordance with the terms of
the August 29, 2020 Maryland Vehicle Retail Installment Contract
entered into by the Debtor.
Secured Claim of Internal Revenue Service (Claim 2). The Internal
Revenue Service (IRS) asserts that a portion of its claim
($81,153.96) is secured by way of a tax lien notice filed on May
13, 2021 in the Circuit Court for Harford County. Subject to the
correct amount being determined by an amended claim or as a result
of claim objection by the Debtor, the Debtor will pay the secured
portion of the IRS claim in full as such amounts are also priority
claims that must be paid in full.
Estimated at $3,000 per month based on Monthly Operating Reports,
the collection of outstanding receivables, and compliance with
ongoing tax liabilities. Debtor will supplement with monthly
projections as determined. Debtor notes that the Plan will be a
100% repayment to all creditors, with no general unsecured debts
anticipated.
A full-text copy of the Subchapter V Plan dated Nov. 29, 2021, is
available at https://bit.ly/31bFANP from PacerMonitor.com at no
charge.
Attorneys for Debtor:
Joseph M. Selba
Tydings & Rosenberg LLP
One East Pratt Street, Suite 901
Baltimore, Maryland 21202
Tel: 410-752-9753
E-mail: jselba@tydings.com
About A Thumbs Up Inc.
A Thumbs Up Inc. filed a petition for Chapter 11 protection (Bankr.
D. Md. Case No. 21-15591) on Aug. 31, 2021, disclosing up to
$100,000 in assets and up to $500,000 in liabilities. Judge Nancy
V. Alquist oversees the case. Tydings & Rosenberg, LLP and WBW
CPA's serve as the Debtor's legal counsel and accountant,
respectively.
APEX TOOL: S&P Lowers ICR to 'CCC' on Default Risk, Outlook Neg.
----------------------------------------------------------------
S&P Global Ratings lowered to 'CCC' from 'CCC+' its issuer credit
rating on Apex Tool Group LLC. S&P also lowered its issue-level
ratings on its term loan to 'CCC' from 'CCC+' and on its senior
unsecured notes to 'CCC-' from 'CCC'.
S&P said, "The negative outlook indicates that we could lower the
ratings within the next 12 months if Apex does not make tangible
progress toward refinancing its notes, and we see heightened
likelihood of a default event, including distressed exchange.
"Upcoming debt maturities pose refinancing risks over the next
12-18 months. We take the critical view that, with more time
passing, the riskiness of Apex Tool Groups' creditworthiness
inherently increases. The company has large debt maturities coming
up over the next 12 months, including a $158.1 million secured
revolving credit facility due in November 2022 with a stated
maturity of August 2024 ($157.3 million outstanding as of October
2021) and a $960 million senior secured term loan due in November
2022 with a stated maturity of August 2024 (about $825 million
currently outstanding as of October 2021). The senior secured
credit facilities have accelerated maturities subject to certain
clauses and conditions. This states that, if on Nov. 16, 2022, the
senior unsecured notes exceed $100 million, are not refinanced, or
the maturity is not extended to at least July 1, 2024, then the
maturation date for the revolver changes to Nov. 16, 2022. We view
this as an impending risk in the upcoming time frame.
"Our view also incorporates the company's relatively short debt
maturity schedule for its $325 million senior unsecured notes due
in February 2023. The company's ability to repay at least $225
million of the notes before Nov. 16, 2022, will depend on its
ability to raise additional capital, for which there is no
assurance."
The absence of the proposed refinancing transaction and affiliate
loan repayment elevate the risk of a liquidity crunch over the next
12 months. Liquidity was very tight as of October 2021. Only
$800,000 of the revolver was available, and cash on hand equaled
roughly $35 million. Although solid end-market demand since January
2021 continues to benefit operating cash flow, S&P believes capital
expenditures; large, fixed charges; and cost inflation will result
in roughly neutral FOCF through 2021 and 2022. This could lead to
insufficient funds for intrayear working capital swings, lease
payment, and cash interest charges. In addition, there is a $30
million revolving note loan agreement with a subsidiary of Bain
Capital that will also mature in March 2022, of which roughly $30
million is already drawn.
S&P said, "The company's operating performance should improve over
the next 12 months, yet we expect leverage to remain stressed. We
expect the company to generate mid-single-digit percent EBITDA
expansion for 2021. This will result in S&P Global
Ratings-calculated debt to EBITDA of 8x-9x compared with just below
10x in 2020. We attribute the expansion to the hand tools segment's
increased volumes, driven by the continued strength in the
residential end markets (seen from late second quarter of 2020).
"We expect the retail point-of-sales demand to improve across
markets as well, as the company benefits from continued strength in
demand from its Sata brand in China, a segment that has been
performing well. We forecast EBITDA interest coverage to increase
to above 1.5x for year-end 2021 from 1.3x in 2020. However, we
expect margins to face some downside pressure in 2022 from the
rising input costs, particularly from crude oil-based products,
increasing metal costs (particularly aluminum, steel, and copper),
and other overheads costs such as labor and freight.
"The negative outlook reflects that we could lower the rating
within the next 12 months should Apex not make significant timely
progress in refinancing its debt. It incorporates our view that
Apex's current capital structure is unsustainable, and the group
may face difficulties refinancing at par, as well as the strains on
liquidity from fixed charges and cost inflation in the long term."
S&P could lower the ratings over the next 6 months if:
-- Apex did not make timely tangible progress toward the
refinancing of its notes by May 2022, and S&P saw a heightened
likelihood of a default event, including distressed exchange, or
-- The group announced or pursued a restructuring or a debt
exchange that S&P viewed as distressed or took any other action it
viewed as a selective default.
S&P said, "We could consider ratings upside if we no longer
believed the company would likely default, through a distressed
exchange offer or a conventional default, over the subsequent 12
months. In particular, we could raise the ratings if Apex presented
a credible refinancing plan and demonstrated tangible progress
toward the refinancing of its notes at par and continued to meet
other continuing obligations, such as interest costs."
AURORA READYMIX: Amends IRS Unsecured Claim Pay Details
-------------------------------------------------------
Aurora ReadyMix Concrete, LLC, submitted a Corrected First Amended
Plan of Reorganization dated Nov. 29, 2021.
Aurora has continued to operate as debtor in possession pursuant to
§§1107(a) and 1108 of the Bankruptcy Code. Rockcrete is paying
Aurora a monthly post-petition rental in the amount of $3,200.00
for the trucks. Rockcrete is reasonably certain that it can
generate sufficient funds from the six trucks that are operable to
enable it to pay Aurora rent during the plan period and enable
Aurora to satisfy its obligations under the Plan.
Class 4 consists of the IRS Priority Unsecured. The IRS filed a
proof of claim asserting a $26,777.65 priority unsecured claim
(Claim No. 7). After the elements of the IRS claim identified in
(a), (b) and (c) are removed from the IRS claim, the remaining
priority claim totals $8,351.84. IRS priority claim of $8,351.84
will be included in Class 4 and will be paid-in-full within on the
latter of the Effective Date or the IRS's Claim being Allowed. If
IRS has a penalty claim, it will be included in Class 5. This class
is unimpaired.
The Amended Plan does not alter the proposed treatment for
unsecured creditors and the equity holder:
* Class 5 is comprised of the approximately $276,229.33 in
unsecured nonpriority claims listed on the Debtor's schedules and
filed unsecured claims. The allowed unsecured claims will be paid
in full without interest in quarterly installments beginning on the
first day of the calendar quarter following 90 days after the
Effective Date. Each quarterly payment to an unsecured nonpriority
creditor shall be determined by multiplying the amount allocated by
the Debtor on a quarterly basis to unsecured nonpriority claims
(currently $9,684.00) by a fraction in which the allowed claim is
the numerator and the total of the allowed nonpriority unsecured
claims is the denominator. This class is impaired.
* The remaining class includes the membership interest of Juan
A. Sierra. Mr. Sierra will retain his ownership in Aurora. Except
for the nominal distributions to Mr. Sierra as compensation, no
disbursement will be made to Class 6 member until all other classes
are paid pursuant to the Plan. This class is impaired.
Aurora and Rockcrete intend to enter into a written lease purchase
agreement for the trucks with a term coincident with the term of
the Plan. The ultimate amount to be paid by Rockcrete as rent to
Aurora will be determined by the total claims allowed by the
Bankruptcy Court against Aurora plus interest on the secured
claims. For purposes of the projected distributions under the Plan
and for the Lease, Aurora has used a monthly payment by Rockcrete
of $8,000.00. The lease purchase agreement provides that Rockcrete
is obligated to pay all licensing fees for the trucks, all taxes
assessed against the trucks, all insurance for the trucks, and all
maintenance for the trucks.
Aurora has proposed to allow Rockcrete to setoff the prepetition
receivable owed by Rockcrete to Aurora for rental of the trucks
from October, 2020 until June, 2021 in the amount of $28,800.00
against Rockcrete's unsecured claim of $154,144.44 arising from
Rockcrete's discharge of Aurora's debt to Navitas Credit Corp.
Rockcrete has agreed to waive the remainder of its unsecured claim
in the amount of $125,344.44.
The Financial and Plan Projections show that the Debtor will have
sufficient net income to pay the plan payments proposed under the
Plan. The final Plan payment is expected to be paid on or before
January 1, 2025.
A full-text copy of the Corrected First Amended Plan dated Nov. 29,
2021, is available at https://bit.ly/3DcPFqW from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Adrian S. Baer
LAW OFFICES OF ADRIAN S. BAER
3306 Sul Ross
Houston, Texas 77098
Telephone: (713) 630-0600
Facsimile: (713) 630-0017
E-mail: abaer@clegal.com
About Aurora ReadyMix Concrete
Aurora was formed by Juan A. Sierra as a Texas single member
limited liability company in 2015. Aurora was engaged in the
business of purchasing concrete from concrete manufacturers and
supplying concrete to various construction jobs throughout the
Houston metropolitan area.
Aurora Readymix Concrete LLC filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Tex. Case No. 21-32098) on June 21, 2021, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by the LAW OFFICES OF ADRIAN S. BAER.
AUTHENTIC BRANDS: S&P Affirms 'B' ICR, Off CreditWatch Developing
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on
U.S.-based Authentic Brands Group LLC (ABG) given its expectation
for leverage to remain more than 5x as the company and its
financial sponsor owners pursue its acquisitive growth strategy.
S&P removed the rating from CreditWatch with developing
implications, where S&P placed it on Aug. 13, 2021. Concurrently,
S&P assigned a 'B' issue-level rating to the proposed senior
secured first-lien term loan with a '3' recovery rating and a
'CCC+' issue-level rating to the proposed second-lien term loan
with a '6' recovery rating.
S&P said, "The stable outlook reflects our belief that the company
will successfully integrate its most recent acquisitions, and
credit metrics will improve over the next 12 months through
incremental EBITDA from the recently acquired brands. We expect
leverage to remain at or above 5x because of the company's
acquisitive growth strategy and the potential for additional
debt-funded acquisitions and dividends to the financial sponsor
owners."
ABG has announced its financing plans to acquire Reebok, a sneaker
and sportswear brand (currently owned by Adidas AG) for a total
consideration, including earnout payments, of about EUR2.1 billion.
S&P expects the acquisition to close in the first quarter of 2022.
Additionally, the company is pursuing a recapitalization
transaction whereby HPS Investment Partners (HPS) and CVC Capital
(CVC) will become minority owners of the company and will get one
and two board seats respectively. This transaction will terminate
the company's prior pursuits of becoming a public entity and is
expected to close before the end of 2021.
The affirmation reflects the company's increased debt burden and
high leverage to fund the sizeable acquisition of Reebok as well as
a large dividend to existing shareholders.
S&P said, "We estimate pro-forma leverage for recent acquisitions
including Reebok and an unnamed entertainment brand and the
proposed debt issuances to recapitalize the capital structure to be
about 6x for fiscal 2021. This is above our previous expectations
as the company made several acquisitions in fiscal 2021 ahead of
the large Reebok transaction." Moreover, the company's pace and
size of acquisitions has intensified over the last year which,
coupled with increased debt leverage for both M&A and shareholder
returns, supports our expectation for continued aggressive
financial policies. Reebok is the largest acquisition the company
has pursued in terms of purchase price and comes on the heels of
the company spending about $740 million on transactions utilizing
cash, debt, and equity in 2021. Prior to 2021, the company's annual
acquisition spend was $300 million, which was modestly lower than
in 2018 when it made six acquisitions including the remainder of
Aeropostale, Nine West, and Nautica.
In addition to funding the recent pick up in larger-sized M&A, the
proposed debt raise will also distribute $500 million to existing
shareholders as the company is also undergoing a recapitalization
instead of pursuing its 2021 S-1 filing to go public. HPS and CVC
will become minority interest owners with HPS having one board seat
and CVC having two board seats at the company. S&P said, "We don't
view the company's termination of its S-1 filing is a negative
reflection of its business operations but rather private-equity
continuing to provide the financing the company needs to pursue its
acquisitive growth strategy. The potential IPO in conjunction with
closing the Reebok transaction also proved to be cumbersome. None
of the company's existing private equity owners are exiting their
ownership in the company. Nonetheless, the use of debt to fund
shareholder distributions is aggressive, on top of pursuing large
scale acquisitions and leads to our expectation for leverage to
remain more than 5x for the medium to long term."
ABG's management team's expertise in brand management eases
concerns over integrating Reebok, but execution risk remains as
they are tasked with growing a previously neglected brand.
ABG's CEO Jamie Salter is slated to stay with the company another
five years and is considered a brand specialist as evidenced by his
ability to grow the company's annual revenue to more than $1
billion in six years by licensing out brands that were mismanaged
previously or under financial duress. Although the acquisition of
Reebok is likely to close in the first quarter of 2022, ABG has
already made significant progress in gaining fully executed
licenses since the acquisition was announced. Currently, Reebok
generates EUR1.3 billion in reported revenue, 70% of which is
generated outside of the U.S. ABG believes Reebok's global brand
awareness and iconic footwear models can take shelf space and share
from the larger brands as they focus on a more direct-to-consumer
model. Moreover, S&P believes there is substantial growth
opportunities for the Reebok brand as it is reintroduced to the
market. This is similar to Hanesbrand's Champion brand, which is on
a growth trajectory to be a $3 billion brand and has similar
nostalgic characteristics.
However, execution risk exists given the competitive landscape. ABG
is tasked with growing the brand after it was undermanaged by its
previous owner, Adidas AG, who focused on its namesake brand.
Reebok will now compete with its former owner and athletic footwear
behemoth Nike in the highly competitive athletic footwear and
apparel categories. ABG plans to focus on more efficient marketing
to target the active stylite customer, who is physically active but
also fashion-conscious. Still, S&P notes there are several newer
direct-to-consumer brands offering products with aesthetics and
features catering to this demographic as well which can hinder
ABG's ability to grow Reebok.
The company's strong profitability and its asset-light business
model should support continued good cash flow generation.
S&P said, "We expect the company to generate discretionary cash
flow (free cash flow after tax distributions) of at least $300
million in fiscal 2022 after being negative in 2021 due to the
sizeable $500 million distribution to shareholders in addition to
the $125 million already spent this year for tax purposes. ABG's
licensing business model is asset-light with modest annual capital
expenditure (capex) requirements of about $1 million a year. We
note 2021 levels near $20 million is primarily related to some
office build-outs undertaken by the company. The company earns
guaranteed minimum royalties for use of its brands, thereby
providing a stable and predictable stream of recurring revenues
through multi-year contracts. Moreover, since the licensee is
responsible for design, manufacturing, logistics, and
working-capital management, the company can maintain a very lean
cost structure. The company leveraged its primarily variable cost
structure at the start of the pandemic to cut costs quickly and
maintain profitability and liquidity.
"The stable outlook reflects our belief that the company will
successfully integrate its most recent acquisitions and credit
metrics will improve over the next 12 months through incremental
EBITDA from the recently acquired brands. We expect leverage to
remain at or above 5x because of the company's acquisitive growth
strategy and the potential for additional debt-funded acquisitions
and dividends to the financial sponsor owners."
S&P could lower the ratings if leverage remains higher than 7x.
This could occur if:
-- The company adopts a more aggressive financial policy by
funding large, debt-financed acquisitions or dividends;
-- The company cannot generate expected levels of royalty income
because it encounters difficulties integrating its recent
acquisitions or it fails to renew some of its key licenses; or
-- The company issues more debt without sufficient incremental
EBITDA from acquisitions.
Although unlikely given ABG's financial-sponsor ownership and its
strategy of augmenting growth through acquisitions, S&P could raise
its ratings if:
-- The company demonstrates a commitment to a financial policy
consistent with maintaining leverage below 5x; and
-- The company reduces, and sustains, leverage below 5x as a
result of organic growth and paying debt with cash flows.
AVIANCA HOLDINGS: Emerges From Chapter 11 Bankruptcy
----------------------------------------------------
Avianca announced Dec. 1, 2021, that it has successfully completed
its financial restructuring process and emerged from Chapter 11 as
a more efficient and financially stronger airline, with
significantly reduced debt and over $1 billion of liquidity.
After advancing through the Chapter 11 process in 18 months,
Avianca has revamped its business model to be significantly more
efficient, reaffirming its commitment to providing reliable and
on-time service, combining a value proposition that includes the
best attributes of low-cost airlines, while retaining key
differentiators that allow it to be the most convenient travel
alternative for millions of passengers in Latin America and the
world.
Rohit Philip, Chief Financial Officer of Avianca, said: "This is an
important day for Avianca and all of our stakeholders. We are
pleased to be emerging successfully from this process, with Avianca
in a stronger financial position to continue serving our customers
and flying the skies for many years to come. We look forward to
continuing to execute on our new business vision and capitalizing
on the recovery in travel demand to drive our future success."
Adrian Neuhauser, President and Chief Executive Officer of Avianca,
said: "We look forward to the Company's future success as we
continue building upon Avianca's rich history across Latin America
and internationally. We appreciate the support of our loyal
customers, partners, and lenders throughout this process. I would
also like to thank our dedicated employees for their commitment to
providing uninterrupted service to our customers and whose hard
work enabled us to complete this process efficiently. I am
confident that we are well-positioned to be a highly competitive
and successful carrier."
Looking ahead, Avianca will continue to strengthen its value
proposition, adjusting its products and services to the needs of
its customers:
* Competitive Prices: Affordable prices are more important now
than ever. The Company will provide more competitive pricing and
allow customers to personalize their fare packages and pay for the
services and flexibility they need.
* One of the strongest networks in Latin America: Over the next
three years, Avianca expects to nearly double its network,
expanding to nearly 200 routes in Latin America and the world. The
majority of the new routes will be point-to-point, providing
greater convenience to its customers. The network will be served by
a fleet of more than 130 aircraft by the end of 2025 with
reconfigured, lighter-weight new-generation seats, which will allow
Avianca to reduce the carbon footprint of its operations and
contribute to airport decongestion while increasing its
efficiency.
* More seats and more comfort: Avianca is committed to investing
more than US$200 million in the next year renewing its seats,
including three new types - Premium, Plus and Economy - of its A320
fleet in order to provide greater comfort, operate more
efficiently, and offer more competitive prices.
* Boeing 787 for long-haul flights: The airline will continue to
fly the Dreamliner, an exceptional aircraft that given its
capabilities, features, efficiency, and comfort is the best
solution for the Company and customers.
* Avianca Cargo, a strategic business: The Company's Cargo
business will continue with significant growth potential,
maintaining its leadership in Colombia and continuing to expand in
other strategic markets, providing more and better solutions to the
customers.
* The best loyalty program in the region and VIP lounges: With
the LifeMiles frequent flyer program, Avianca customers will be
able to continue earning and using miles across the airline's
network and with its coalition partners. Likewise, passengers will
continue to enjoy the Company's VIP Lounges as they have done when
flying with Avianca.
* Star Alliance Member: The company will continue to be supported
by Star Alliance, the world's largest airline alliance, which
provides its customers with connectivity to 1.300 airports around
the world.
* Enhanced Services: Avianca has strengthened its online customer
service and digital channels for passengers to manage trips more
easily. Over the next 12 months, the company plans to further
revamp these channels and its apps to continue to improve and make
it easier for passengers to manage their travel. Punctuality has
been and will continue to be a key priority; according to data from
Cirium, Avianca is one of the leading Latin American airlines in
on-time performance for 2021.
Roberto Kriete, Chairman of the Board, stated: "We are very proud
of the work that the Avianca team has done that has led the company
to emerge from Chapter 11 on schedule as a financially stronger
organization. While we are on the right path to recovery, we must
remain cautious with the progress of the pandemic that has not yet
ended and must stay focused on executing our new business plan. I
have all the confidence that with the support of our investors, all
those who believed in us and with the current leadership, this
company will continue to grow while connecting Latin America."
As per the approved plan of reorganization, the new shareholders
will invest in Avianca Group International Limited, a new holding
company, which will be domiciled in the United Kingdom and will
consolidate the group's investments in all of its subsidiaries
(including Aerovias del Continente Americano, its Colombian
subsidiary, and TACA International, its Central American
operation). The prior holding company, Avianca Holdings was
domiciled in Panama.
Seabury Securities LLC served as investment banker and financial
advisor to Avianca, and Milbank LLP served as legal advisor.
About Avianca Holdings SA
Avianca -- https://aviancaholdings.com/ -- is the commercial brand
for the collection of passenger airlines and cargo airlines under
the umbrella company Avianca Holdings S.A. Bogota, Colombia-based
Avianca has been flying uninterrupted for 100 years. With a fleet
of 158 aircraft, Avianca serves 76 destinations in 27 countries
within the Americas and Europe.
Avianca Holdings S.A. and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
20-11133) on May 10, 2020. At the time of the filing, the Debtors
disclosed $7,273,900,000 in assets and $7,268,700,000 in
liabilities.
Judge Martin Glenn oversees the cases.
The Debtors tapped Milbank LLP as general bankruptcy counsel;
Urdaneta, Velez, Pearl & Abdallah Abogados and Gomez-Pinzon
Abogados S.A.S. as restructuring counsel; Smith Gambrell and
Russell, LLP as aviation counsel; Seabury Securities LLC as
financial restructuring advisor and investment banker; FTI
Consulting, Inc. as financial restructuring advisor; and Kurtzman
Carson Consultants LLC as claims and noticing agent.
The U.S. Trustee for Region 2 appointed a committee of unsecured
creditors in Debtors' bankruptcy cases on May 22, 2020. The
committee is represented by Willkie Farr & Gallagher, LLP.
BAIRN LLC: Seeks to Hire AW Properties as Real Estate Broker
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Bairn, LLC seeks approval from the U.S. Bankruptcy Court for the
Northern District of Indiana to employ AW Properties Global to
market for sale some of its real estate properties in Lafayette,
La.
The firm will be paid a commission of 5 percent of the gross sale
price.
Diana Peterson, a partner at AW Properties Global, 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:
Diana Peterson
AW Properties Global
707 Skokie Blvd, Suite 600
Office: 847-509-2757
Cell: 312-218-6102
Email: dianap@awproperties.com
About Bairn LLC
Bairn, LLC is the fee simple owner of 69 real properties in
Lafayette, Ind., having an aggregate current value of $6.06
million.
Bairn, LLC filed its voluntary petition for Chapter 11 protection
(Bankr. N.D. Ind. Case No. 21-40250) on Oct. 8, 2021, listing
$6,479,598 in assets and $2,626,905 in liabilities. Deborah Lane,
president of Bairn, LLC, signed the petition.
Judge Robert E. Grant oversees the case.
Sarah L. Fowler, Esq., at Overturf Fowler, LLP serves as the
Debtor's legal counsel.
BIOSTAGE INC: Hires David Green as Chief Executive Officer
----------------------------------------------------------
Biostage, Inc. has hired David Green as its chief executive officer
and appointed him as chairman of the Board of Directors.
Mr. Green is the founder and CEO of Zero CarbonTM LLC, an
energy-efficiency business. He is also the former CEO and chairman
of Biostage. He resigned from his roles in Biostage in 2015 after
he had been involved in a major road accident.
In addition to rejoining Biostage, Mr. Green has invested $250,000
in Biostage in a private placement as a combination of 72,464
shares of common stock and a warrant to purchase 36,232 shares of
common stock. The warrant is exercisable at $3.45 per share, a 50%
premium to the closing price on Nov. 26, 2021.
Other than the minimum wage required by Massachusetts law, Mr.
Green's compensation will consist entirely of stock options.
Approximately two thirds of these options will vest based on the
achievement of milestones set by the Board, and one third will vest
over the next 12 months. This both minimizes the cash burn of the
Company and provides a strong incentive for Mr. Green to achieve
the goals of the Company and its shareholders.
Mr. Green commented, "I am excited to be back running Biostage.
The clinical results of the first-in-human use of our Biostage
Esophageal Implant, conducted at Mayo Clinic in 2017, were very
positive. We believe that this is the first time that the
esophagus has been regenerated inside the human body."
This single-patient case, conducted by Dr. Dennis Wigle, M.D., Ph.D
and Chair of Thoracic Surgery at the Mayo Clinic, was approved
under the FDA's E-IND ("compassionate use") protocol, and was
published in JTO Clinical and Research Reports in August this year.
The paper concludes that the Biostage Esophageal Implant, "would
have considerable clinical use". The paper continues, "In this
case report, we found that a clinical-grade, tissue-engineered
esophageal graft can be used for segmental esophageal
reconstruction in a human patient. This report demonstrates that
the graft supports regeneration of the esophageal conduit.
Histologic analysis of the tissue postmortem, 7.5 months after the
implantation procedure, revealed complete luminal epithelialization
and partial esophageal tissue regeneration."
The Biostage Esophageal Implant is made of a scaffold (a hollow
tube of biocompatible fibers) that is coated with the patient's own
cells. The implant facilitates the regeneration of the patient's
own esophagus which re-grows to cover the entire scaffold. The
scaffold is then removed from the patient via the mouth, so no
major surgery is required to remove the scaffold. Nothing is
permanently implanted in the patient's body. In the case described
above, the patient did not take long-term immuno-suppression
therapy. With typical organ transplants, immuno-suppressive drugs
are required to prevent the patient's immune system from rejecting
the donated organ. Because the Biostage Esophageal Implant is made
using the patient's own cells, Biostage does not expect rejection
of the implant. This removes a major obstacle to organ
transplants. Also, because the Biostage Esophageal Implant is made
in a factory, patients no longer need to wait for a donor organ to
be available. This removes another major obstacle to organ
transplants.
Based on this successful compassionate-use case and Biostage's
extensive animal research, the FDA previously granted Biostage
permission to begin a clinical trial in esophageal disease, absent
cancer.
The American Cancer Society estimates that, in 2021, over 19,000
Americans will be diagnosed with esophageal cancer and over 15,000
will die from it. The lifetime risk of esophageal cancer in
American men is approximately 1 in 125. In China, an important
market for the Company's products, there were over 250,000 new
cases of esophageal cancer and over 200,000 deaths in 2010
(reference 2). Worldwide, esophageal cancer is the sixth leading
cause of cancer deaths (reference 3).
Biostage has received orphan-drug status from the FDA for its
Biostage Esophageal Implant. This can grant 7 years of market
exclusivity in addition to any patent protection. Biostage also
has orphan-drug status for its trachea regeneration product.
Biostage is also, in collaboration with Connecticut Childrens'
Medical Center, which is an investor in Biostage, investigating the
use of its products in pediatric-esophageal atresia (incomplete
esophagus) which, if successful, would potentially allow Biostage
to obtain a "priority review" voucher from the FDA. These vouchers
are transferrable and a sale of such voucher could provide a
significant source of non-dilutive financing for Biostage.
Biostage's Esophageal Implant product consists of a hollow tube of
fibers (the scaffold) of similar dimensions to the patient's
esophagus. The scaffold is coated with cells taken from the
patient which are incubated in a rotating bioreactor for several
days prior to implant. The cellularized scaffold is used to
surgically replace the part of the esophagus (e.g., the cancerous
part) that has been removed by the surgeon. The cellularized
scaffold promotes regeneration of the patient's own esophagus and
the scaffold is removed once the patient's esophagus has
regenerated, typically several months after surgery.
Biostage has seven issued US patents. Additional patents are
pending.
In connection with such appointment, the Company entered into an
employment agreement with Mr. Green with a commencement date of
Nov. 26, 2021. The Employment Agreement will continue until
terminated by the Company or Mr. Green. The annual base salary is
set at the minimum required by applicable law, being $35,568, and
is subject to annual review, provided that such base salary will
not be decreased without Mr. Green's consent. Mr. Green will
receive on the Commencement Date, a nonqualified stock option to
purchase 374,094 shares of common stock of the Company. Subject to
continued employment or service on the Board through the applicable
vesting dates, of such amount, (i) 106,884 shares will vest monthly
in twelve equal monthly installments on each monthly anniversary of
the Commencement Date, and (ii) up to 267,210 which shall vest in
three increments, two for 80,163 shares each and the third for
106,884 shares, each such vesting subject to certain performance
milestones set by the Board of Directors of the Company. The
option has an exercise price equal to the closing price of the
Company's common stock on the date of grant, being the Commencement
Date, and portions of the option are subject to acceleration of
vesting and extended post-termination exercise period under certain
circumstances in relation to the Company terminating Mr. Green
without cause.
About Biostage
Holliston, Massachusetts-based Biostage, Inc. -- www.biostage.com
-- is a biotechnology company developing bioengineered organ
implants based on the Company's novel Cellframe and Cellspan
technology. The Company's technology is comprised of a
biocompatible scaffold that is seeded with the recipient's own
cells. The Company believes that this technology may prove to be
effective for treating patients across a number of life-threatening
medical indications who currently have unmet medical needs. The
Company is currently developing its technology to treat
life-threatening conditions of the esophagus, bronchus or trachea
with the objective of dramatically improving the treatment paradigm
for those patients. Since inception, the Company has devoted
substantially all of its efforts to business planning, research and
development, recruiting management and technical staff, and
acquiring operating assets.
Biostage reported a net loss of $4.86 million for the year ended
Dec. 31, 2020, compared to a net loss of $8.33 million for the year
ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $2.56
million in total assets, $518,000 in total liabilities, and $2.04
million in total stockholders' equity.
Boston, Massachusetts-based RSM US LLP, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
April 13, 2021, citing that the Company has suffered recurring
losses from operations, has an accumulated deficit, uses cash flows
in operations, and will require additional financing to continue to
fund operations. This raises substantial doubt about the Company's
ability to continue as a going concern.
BIOSTAGE INC: New CEO Invests $250K in Private Placement Securities
-------------------------------------------------------------------
Biostage, Inc. entered into a securities purchase agreement with
David Green pursuant to which Mr. Green agreed to purchase in a
private placement an aggregate of 72,464 shares of common stock and
a warrant to purchase 36,232 shares of common stock for the
aggregate purchase price of $250,000 and a purchase price per unit
of $3.45. Each unit consisted of one share of common stock and a
warrant to purchase one half of one share of common stock. The
Private Placement closed on Nov. 26, 2021.
The Warrant has an exercise price of $3.45 per share, subject to
adjustments as provided under the terms thereof, and are
immediately exercisable. The Warrant is exercisable until five
years from the Warrant's issuance date. The Purchase Agreement and
Warrant each include customary representations, warranties and
covenants.
The representations, warranties and covenants contained in the
Purchase Agreement were made solely for the benefit of the parties
to the Purchase Agreement. In addition, such representations,
warranties and covenants (i) are intended as a way of allocating
the risk between the parties to the Purchase Agreement and not as
statements of fact, and (ii) may apply standards of materiality in
a way that is different from what may be viewed as material by
stockholders of, or other investors in, the Company. Accordingly,
the form of Purchase Agreement is included with this filing only to
provide investors with information regarding the terms of
transaction, and not to provide investors with any other factual
information regarding the Company. Stockholders should not rely on
the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or
condition of the Company or any of its subsidiaries or affiliates.
Moreover, information concerning the subject matter of the
representations and warranties may change after the date of the
Purchase Agreement, which subsequent information may or may not be
fully reflected in public disclosures.
About Biostage
Holliston, Massachusetts-based Biostage, Inc. -- www.biostage.com
-- is a biotechnology company developing bioengineered organ
implants based on the Company's novel Cellframe and Cellspan
technology. The Company's technology is comprised of a
biocompatible scaffold that is seeded with the recipient's own
cells. The Company believes that this technology may prove to be
effective for treating patients across a number of life-threatening
medical indications who currently have unmet medical needs. The
Company is currently developing its technology to treat
life-threatening conditions of the esophagus, bronchus or trachea
with the objective of dramatically improving the treatment paradigm
for those patients. Since inception, the Company has devoted
substantially all of its efforts to business planning, research and
development, recruiting management and technical staff, and
acquiring operating assets.
Biostage reported a net loss of $4.86 million for the year ended
Dec. 31, 2020, compared to a net loss of $8.33 million for the year
ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $2.56
million in total assets, $518,000 in total liabilities, and $2.04
million in total stockholders' equity.
Boston, Massachusetts-based RSM US LLP, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
April 13, 2021, citing that the Company has suffered recurring
losses from operations, has an accumulated deficit, uses cash flows
in operations, and will require additional financing to continue to
fund operations. This raises substantial doubt about the Company's
ability to continue as a going concern.
BOTS INC: Posts $52K Net Loss in First Quarter
----------------------------------------------
BOTS, Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q disclosing a net loss attributable to
controlling interest of $51,803 for the three months ended July 31,
2021, compared to net income attributable to controlling interest
of $57.25 million for the three months ended July 31, 2020.
As of July 31, 2021, the Company had $7.02 million in total assets,
$586,631 in total liabilities, and $6.44 million in total
stockholders' equity.
The Company had cash available of $47,558 as of July 31, 2021.
Based on its revenues, cash on hand and current monthly burn rate,
around break-even, the Company believes that its operations will
require additional capital or loans to fund operations through July
2022.
The Company has suffered losses from operations and has an
accumulated deficit, which raise substantial doubt about its
ability to continue as a going concern.
"Management is taking steps to raise additional funds to address
its operating and financial cash requirements to continue
operations in the next twelve months. Management has devoted a
significant amount of time in the raising of capital from
additional debt and equity financing. However, the Company's
ability to continue as a going concern is dependent upon raising
additional funds through debt and equity financing and generating
revenue. There are no assurances the Company will receive the
necessary funding or generate revenue necessary to fund operations.
The financial statements contain no adjustments for the outcome of
this uncertainty," BOTS stated.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1525852/000137647421000440/btzi-20210731.htm
About BOTS, Inc.
BOTS, Inc. -- www.BOTS.org -- is in the process of transitioning
into the blockchain and robotics automation industries. From 2015
through 2020 the Company was involved in multiple cannabis business
entities. The Company has elected to discontinue all operations in
the cannabis markets and focus on robotics- Blockchain-based
solutions including decentralized finance applications,
cybersecurity, crypto generation, mining, equipment repair, and
extended warranties on Bitcoin mining equipment.
BOTS reported a net loss attributable to controlling interest of
$8.03 million on zero sales for the year ended April 30, 2021,
compared to a net loss attributable to controlling interest of
$3.88 million on $115 of sales for the year ended April 30, 2020.
BOY SCOUTS OF AMERICA: United Methodist Leaders to Reject Plan
--------------------------------------------------------------
Cynthia Astle of Baptist News reports that United Methodist
churches across the United States are being instructed to reject
the proposed sexual abuse settlement plan that is part of the Boy
Scouts of America's Chapter 11 bankruptcy proceedings.
In a series of hurried meetings, the governing boards of local
congregations known as "charges" are being instructed by
denominational officials to vote against the BSA plan. According to
leaders of the Dallas-based North Texas Annual Conference, the
rejection comes after months of confidential negotiations with BSA
by 100 church attorneys and treasurers.
In one such North Texas meeting, Bishop Michael McKee told leaders
of the region’s 80-church Metro District that the rejection was
being pushed for two reasons:
Insufficient recompense for the survivors of past sexual abuse by
BSA leaders.
Increased liability for United Methodist congregations that have
sponsored Scout troops, past and present.
In addition, said Bishop McKee, the UMC was up against a Dec. 14
deadline for filing a legal response to the bankruptcy plan, which
is scheduled to come before a federal judge before the end of the
year.
"You don't want this plan to pass because it would mean increased
liability for your church," Bishop McKee said at one point.
Negotiation details withheld
Citing instructions from the judge in the BSA bankruptcy case,
Bishop McKee repeatedly declined to answer local churches' requests
for details. He said he couldn’t reveal specifics about the
UMC’s negotiations with the BSA for reasons of confidentiality.
BSA filed for Chapter 11 bankruptcy in February 2020. Under federal
bankruptcy law, a Chapter 11 proceeding is a "reorganization," in
which the plaintiff proposes to pay off its financial liabilities
according to a partition set out in its plan. Some claimants
receive 100% of their claims, while others receive less. BSA has
proposed an $850 million settlement which doesn't include local
United Methodist congregations that sponsor Scout troops, known as
"chartering organizations." In response to a local church’s
question, Bishop McKee said the UMC has no part in determining the
amount of victim settlement nor which claims are authentic.
The bishop, who serves as president of the church-wide General
Council on Finance and Administration, tried to reassure fearful
and frustrated congregational leaders that the church's negotiators
think rejecting the BSA plan is in the best interests of both
sexual abuse victims and The United Methodist Church. He also said
that no individual church leader was being held liable unless a
sexual assault claim was filed against him or her. Nonetheless,
several church leaders expressed reluctance to sign onto a murky
legal response that one lay leader termed "a pig in a poke" because
details were withheld.
Bishop McKee said 80,000 sexual abuse claims currently are lodged
against BSA. The United Methodist Church is the nation's largest
sponsor of Scout troops, with about 10,000 local congregations
having served as chartering organizations over the period of abuse,
stretching back to 1940, set out in the settlement plan. The bishop
said that of the 80,000 claims, 72 have been lodged against alleged
perpetrators in BSA troops sponsored by United Methodist churches
in North Texas.
United Methodist Men oversees the denomination's Scouting
ministries. As of 2020, UM Men reported about 3,000 United
Methodist churches have chartered upward of 9,000 Scouting units,
serving 300,000 children and youths, according to a UM News article
by Sam Hodges. Those numbers are down from earlier years because of
the decline of BSA members.
The second-largest church sponsor of Scouting, the Church of Jesus
Christ of Latter-day Saints (Mormons), severed its ties with BSA
some time earlier, after the organization agreed to accept gay boys
as Scouts and gay men as Scouting leaders.
The dispute between The United Methodist Church and Boy Scouts of
America broke open in October 2020 when church leaders filed a
"proof of claim" document in the bankruptcy proceeding. That filing
gave the UMC the legal status of a creditor rather than a liable
organization.
Relations worsened in summer
Relations between the two giant institutions worsened over the
summer when UMC negotiators learned that the 12-million-member
worldwide denomination had been left off BSA's liability insurance,
leaving the UMC's Scout-sponsoring churches vulnerable to lawsuits
from victims who had been sexually assaulted on church property by
Scouting leaders who may or may not have been church members.
Although each congregation typically has 10 to 30 or more volunteer
leaders, each local church will cast only one ballot in the
bankruptcy proceedings, but that vote must be authorized by local
leaders according to church law. Even with each church casting only
one official ballot, Bishop McKee said, rejection of the BSA
settlement plan by a majority of the 10,000 United Methodist
churches involved should be sufficient to get the judge’s
attention and force more negotiations.
Church leaders' fear of greater legal liability for United
Methodist congregations was evident during discussion of the
rejection. Bishop McKee said that another factor in the push for a
quick vote was the reality that many states have done away with
time limits on sexual abuse claims because so many of the victims
are children when the abuse occurs and can’t recognize or won’t
disclose the crimes until they are adults.
The soured relationship between the UMC and BSA was evident from
Bishop McKee’s remarks. He castigated a local Scouting council
for disseminating inaccurate information regarding the bankruptcy
proceedings to North Texas churches. He also chastised the BSA,
based in the Dallas suburb of Irving, Texas, for failing to comply
with the UMC's "Ministry Safe" policies intended to protect
children and youths from abuse.
In an August 2021 press release about the bankruptcy, BSA stated:
"Throughout its ongoing financial restructuring process, the BSA
has been focused on ensuring that chartered partners are fairly
represented and that they can continue to support scouting."
Bishop McKee said church-wide officials have not yet broached the
subject of the UMC's future relationship with Scouting. The
movement has been a part of local Methodist churches' youth
programs for a century, but in August churches were advised not to
renew their charters because of the bankruptcy liability. Instead,
churches were instructed to execute "facilities use agreements"
that exempt congregations from liability related to Scouting
activities.
The full results of the hurried rejection votes won"t be known
until the bankruptcy judge rules on the proposed BSA settlement,
Bishop McKee said. "It's not a public record until the judge
rules."
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BYRNA TECHNOLOGIES: CEO to Present at Raymond James 2021 Conference
-------------------------------------------------------------------
Bryan Ganz, Byrna Technologies Inc.'s chief executive officer, is
scheduled to conduct a virtual fireside chat at the Raymond James
Technology Investors Conference on Wednesday, Dec. 8, 2021 at 8:50
am ET.
A live webcast and replay of the fireside chat and an updated
investor presentation will be available at ir.byrna.com.
About Byrna Technologies
Headquartered in Byrna Technologies Inc. -- www.byrna.com --
develops, manufactures, and sells non-lethal ammunition and
security devices. These products are used by the military,
correctional services, police agencies, private security and
consumers.
Byrna Technologies reported a net loss of $12.55 million for the
year ended Nov. 30, 2020, a net loss of $4.41 million for the
fiscal year ended Nov. 30, 2019, a net loss of $2.15 million for
the fiscal year ended Nov. 30, 2018, and a net loss of $2.8 million
for the fiscal year ended Nov. 30, 2017. As of Aug. 31, 2021, the
Company had $76.28 million in total assets, $8.02 million in total
liabilities, and $68.26 million in total stockholders' equity.
CANNABICS PHARMACEUTICALS: Posts $3.2M Net Loss in FY Ended Aug. 31
-------------------------------------------------------------------
Cannabics Pharmaceuticals Inc. filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $3.19 million on zero revenue for the year ended Aug. 31,
2021, compared to a net loss of $7.47 million on $7,157 of net
revenue for the year ended Aug. 31, 2020.
As of Aug. 31, 2021, the Company had $3.08 million in total assets,
$1.27 million in total current liabilities, and $1.81 million in
total stockholders' equity.
Tel-Aviv, Israel-based Weinstein International. C.P.A., the
Company's auditor since 2019, issued a "going concern"
qualification in its report dated Nov. 25, 2021, citing that the
Company has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1343009/000168316821006005/cannabics_10k-083121.htm
About Cannabics
Cannabics Pharmaceuticals Inc., based in Bethesda, Maryland, is
dedicated to the development and licensing of personalized
cannabinoid-based treatments and therapies. The Company's main
focus is development and marketing innovative bioinformatic
delivery systems for cannabinoids, personalized medicine therapies
and procedures based on cannabis originated compounds and
bioinformatics tools. The parent Company Cannabics Inc was founded
by a group of Israeli researchers from the fields of cancer
research, pharmacology and molecular biology.
CBAK ENERGY: Unit Completes Majority Stake Acquisition of Hitrans
-----------------------------------------------------------------
CBAK Energy Technology, Inc.'s wholly-owned subsidiary Dalian CBAK
Power Battery Co., Ltd. has completed its previously announced
acquisition of a majority stake in Zhejiang Hitrans Lithium Battery
Technology Co., a lithium-ion battery material supplier in China
formerly known as Zhejiang Meidu Hitrans Lithium Battery Technology
Co.
Upon closing of the transaction, CBAK Power is now the largest
shareholder of Hitrans owning 81.56% of its equity. Hitrans, the
Zhejiang-based company, focusing on manufacture and sales of NCM
precursors and cathode materials including NCM811, has been
selected as one of small and medium-sized enterprises that dominate
major markets in niche sectors with a wide spectrum of government
support like financial and tax incentives to propel them to further
grow into "small giants." Additionally, Hitrans was awarded
several times as one of Chinese Top Ten Brands of Cathode Materials
for Power Lithium Batteries and won the 2020 Technology Innovation
Award from the China Industrial Association of Power Sources.
These achievements exemplify strong industry recognition to the
quality of Hitrans' solid performance and advanced technologies.
Hitrans has an annual production capacity of 12,000 tons of NCM
precursors and 8,000 tons of cathode materials, with both planned
to expand to 50,000 tons by 2023. Through the acquisition of a key
supplier to CBAK Energy, the Company expects to further enhance its
supply chain and competitive advantages in the high-power lithium
battery market and bring more value to customers and shareholders.
Mr. Yunfei Li, chief executive officer of CBAK Energy commented,
"The closing of this deal heralds an exhilarating time of renewed
opportunity for us. By building a tighter relationship with
Hitrans, which has also been a critical supply chain partner of our
Company, we believe this offers CBAK Energy a unique vantage point
to cope with rising challenges from supply chain constraints in the
short run. In the longer run, we hope this deal will unlock
incredible potential for both companies to seize and tap into
growing opportunities available in the burgeoning electric vehicle
industry."
About CBAK Energy
Liaoning Province, People's Republic of China-based CBAK Energy --
www.cbak.com.cn -- is a manufacturer of new energy high power
lithium batteries that are mainly used in light electric vehicles,
electric vehicles, electric tools, energy storage including but not
limited to uninterruptible power supply (UPS) application, and
other high-power applications. Its primary product offering
consists of new energy high power lithium batteries, but it is also
seeking to expand into the production and sale of light electric
vehicles.
CBAK Energy reported a net loss of $7.85 million for the year ended
Dec. 31, 2020, compared to a net loss of $10.85 million for the
year ended Dec. 31, 2019. As of June 30, 2021, the Company had
$192.17 million in total assets, $90.34 million in total
liabilities, and $101.84 million in total equity.
Hong Kong, China-based Centurion ZD CPA & Co., the Company's
auditor since 2016, issued a "going concern" qualification in its
report dated April 13, 2021, citing that the Company has a working
capital deficiency, accumulated deficit from recurring net losses
and significant short-term debt obligations maturing in less than
one year as of Dec. 31, 2020. All these factors raise substantial
doubt about its ability to continue as a going concern.
CDT DE SAN SEBASTIAN: Jan. 26, 2022 Plan Confirmation Hearing Set
-----------------------------------------------------------------
On Oct. 13, 2021, Debtor CDT De San Sebastian Inc. filed with the
U.S. Bankruptcy Court for the District of Puerto Rico an Amended
Disclosure Statement referring to a Plan.
On Nov. 29, 2021, Judge Edward A. Godoy approved the Amended
Disclosure Statement and ordered that:
* Jan. 26, 2022 at 1:30 p.m., via Microsoft Teams is the
hearing for the consideration of confirmation of the Plan and of
such objections as may be made to the confirmation of the Plan.
* Objections to claims must be filed prior to the hearing on
confirmation.
* Acceptances or rejections of the Plan may be filed in
writing by the holders of all claims on/or before 14 days prior to
the date of the hearing on confirmation of the Plan.
* Any objection to confirmation of the plan shall be filed
on/or before 14 days prior to the date of the hearing on
confirmation of the Plan.
* The Debtor shall file with the Court a statement setting
forth compliance with each requirement in section 1129, the list of
acceptances and rejections and the computation of the same, within
7 working days before the hearing on confirmation.
A copy of the order dated Nov. 29, 2021, is available at
https://bit.ly/3EdpL7Q from PacerMonitor.com at no charge.
Counsel for the Debtor:
Wallace Vazquez Sanabria
WVS LAW LLC.
17 Mexico Street, Suite D-1
San Juan, PR 00917-2202
Tel.: (787) 756-5730
Fax: (787) 764-0340
Email: wvslawllc@gmail.com
About CDT De San Sebastian
CDT De San Sebastian Inc. is a tax-exempt entity that operates an
outpatient care center in San Sebastian, P.R. The CDT has operated
for the last 34 years providing services to residents of San
Sebastian, Lares, Las Marias, Moca, Anasco and Isabela,
contributing to the economic growth of the region as one of the
principal employers of the Municipality of San Sebastian with
approximately 75 employees. CDT is managed by its president and
shareholder, Eduardo Rodrìguez, MD.
CDT De San Sebastian sought Chapter 11 protection (Bankr. D.P.R.
Case No. 19-06636) on Nov. 13, 2019. At the time of the filing,
the Debtor disclosed assets of between $1 million and $10 million
and liabilities of the same range. Judge Brian K. Tester oversees
the case. The Debtor has tapped Jose Ramon Cintron, Esq., as its
legal counsel, and JE&MA CPA Consulting Solutions LLC, as its
accountant.
CHIP'S SOUTHINGTON: Seeks Cash Collateral Access Thru Jan 2022
--------------------------------------------------------------
Chip's Southington LLC, d/b/a Chip's Family Restaurant, asks the
U.S. Bankruptcy Court for the District of Connecticut, Hartford
Division, for authority to continue using cash collateral and
provide adequate protection on a final basis through January 9,
2022.
Under the Seventh Cash Collateral Order, the Debtor's current
authority to use cash collateral expires December 5. The Seventh
Cash Collateral Order required the Debtor to file a proposed Eighth
Cash Collateral Order and proposed budget by November 22nd.
However, due to various absences at the Debtor and the Thanksgiving
holiday, the Debtor was unable to do so. Additionally, the hearing
on the Cash Collateral Motion was not on the Court's calendar for
November 30 at 10:00 a.m., and the Debtor did not realize this.
The Debtor has prepared a proposed Eighth Cash Collateral Order,
which is substantively the same as the prior cash collateral
orders.
The Debtor asks the Court to consider its request at a hearing some
time on Monday, December 6, to ensure that there is authority to
continue to use cash collateral in accordance with the budget after
December 5.
Secured creditor, M&T Bank, consents to the Debtor's continued cash
collateral access.
Prior to March 2020, the Debtor had a positive cash flow and was
able to meet its financial obligations. Unfortunately, the Debtor
suffered significant losses in 2020 year-to-date due to the current
global pandemic. The Debtor has not been able to pay the monthly
rent due on the Property pursuant to the terms of the Lease since
March.
On November 13, 2020, the Landlord sent a letter to the Debtor
notifying the Debtor that it was allegedly in default of the terms
of the Lease and had 10 days from receipt of the notice to cure the
alleged default. Because the Debtor has not been operating anywhere
close to its normal level due to COVID-19, it was not able to cure
the alleged default. Further, the Debtor contests that the lease is
in default.
On December 14, 2020, the Landlord sent a letter to M&T Bank, the
Debtor's primary secured lender, stating that the Debtor, as
tenant, had defaulted on the terms of the Lease by failing to pay
all rent due to the Landlord within 10 days of the Landlord's
written demand, and informing M&T Bank that it had 20 days from
receipt of the Notice of Default to cure the Debtor's default by
paying the outstanding arrearage in full. After that time, the
Landlord would be free to exercise its rights to terminate the
Lease and commence an eviction action. If the Landlord proceeds to
terminate the Lease and take steps to evict the Debtor, the Debtor
will be forced to close, resulting in layoffs of at least 30
employees.
M&T Bank provided a $1,200,000 mortgage loan to the Debtor,
evidenced by a promissory note signed by the Debtor on October 25,
2016. The loan is secured by an open-end construction leasehold
mortgage, security agreement, and fixture filing. The M&T Bank loan
provided funding for the construction of a Chip's Family Restaurant
at the Property. The amount due on the M&T Bank loan is
approximately $1,038,135, consisting of $1,027,605 of principal and
$10,529 of interest as of December 28, 2020, with a per diem
accrual of $120.
The Debtor's Lease with the Landlord is a ground lease. Thus, while
the Debtor is the owner of the building on the Property, it is not
the owner of the land underlying the building. If the Debtor is
evicted from the Property, it would lose the building, thus harming
not only the Debtor and its ability to reorganize, but also impair
M&T Bank's position and ensure that no creditor, other than,
perhaps, M&T Bank, would receive any repayment.
In addition to the M&T Bank debt, the Debtor owes $125,000 to The
Business Backer, LLC and $151,000 to American Express NationalBank,
both loans secured by UCC-1 filings, which are subordinate to M&T
Bank's lien.
The Debtor was also approved for emergency COVID-19 assistance in
2020. It received a Paycheck Protection Program loan in the
approximate amount of $195,000, and a United States Small Business
Administration Economic Injury Disaster Loan in the approximate
amount of $150,000. The SBA loan is secured by a UCC-1 filing.
Finally, the Debtor also pays a Connecticut Department of Economic
and Community Development loan in the name of Chip's Wethersfield,
LLC, which was taken out to pay for the fit-out of the Debtor's
restaurant located at the leased Property in August 2017. The DECD
loan balance is $241,000.
In exchange for the Debtor's use of cash collateral, the Debtor
will grant claimants senior security interests as provided for in
the First Cash Collateral Motion.
The Debtor also requests the Court to schedule the final hearing on
the matter on or about January 6, 2022.
A copy of the order and the Debtor's budget https://bit.ly/3od7uSA
from PacerMonitor.com.
About Chip's Southington
Southington, Conn.-based Chip's Southington LLC is a privately
owned restaurant founded in 1966. It conducts business under the
name Chip's Family Restaurant. Chip's Southington filed a Chapter
11 petition (Bankr. D. Conn. Case No. 20-21458) on Dec. 29, 2020.
In its petition, the Debtor estimated $500,000 to $1 million in
assets and $1 million to $10 million in liabilities.
Judge James J. Tancredi presides over the case.
Green & Sklarz LLC is the Debtor's bankruptcy counsel. The Debtor
tapped the law firms of DanaherLagnese, PC, Kanner & Whiteley, LLC
and Sweeney Merrigan Law, LLP as its special counsel. George
Purtill is the Debtor's Subchapter V Trustee.
DAKOTA TERRITORY: Gets OK to Hire Stinson LLP as New Counsel
------------------------------------------------------------
Dakota Territory Tours A.C.C. received approval from the U.S.
Bankruptcy Court for the District of Arizona to employ Stinson, LLP
to substitute for Kelly G. Black, PLC.
The firm's services include:
a. providing the Debtor with legal advice regarding its power
and duties in the continued operation and management of its
property;
b. taking necessary action to recover property and money owed to
the Debtor, if necessary;
c. preparing a Chapter 11 plan of reorganization and other legal
documents;
d. taking all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on its
behalf, the defense of any actions commenced against the Debtor,
and objecting to claims filed against the estate; and
e. performing all other necessary legal services.
The firm's hourly rates are as follows:
Anthony P. Cali, Esq. $430 per hour
Clarissa C. Brady $315 per hour
Paraprofessionals $240 per hour
Stinson will also receive reimbursement for out-of-pocket expenses
incurred.
Anthony Cali, Esq., a partner at Stinson, 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:
Anthony P. Cali, Esq.
Clarissa C. Brady, Esq.
Stinson, LLP
1850 N. Central Avenue, Suite 2100
Phoenix, AZ 85004-4584
Telephone: (602) 279-1600
Facsimile: (602) 240-6925
Email: anthony.cali@stinson.com
clarissa.brady@stinson.com
About Dakota Territory Tours A.C.C.
Dakota Territory Tours A.C.C., a company that offers helicopter
tours in northern Ariz., filed a voluntary petition for Chapter 11
protection (Bankr. D. Ariz. Case No. 21-05729) on July 26, 2021,
listing $1,702,410 in assets and $955,763 in liabilities. Eric
Brunner, president of Dakota Territory Tours, signed the petition.
Judge Eddward P. Ballinger Jr. oversees the Debtor's Chapter 11
case while Michael W. Carmel is the Subchapter V trustee appointed
in the case.
The Debtor tapped Stinson, LLP as restructuring counsel; Sterling
Accounting & Tax, LLC as tax preparer; and Alden & Associates, LLC,
doing business as Sedona Bookkeeping & Payroll, as bookkeeper.
DIOCESE OF BUFFALO: Scheduled to Launch Path to Renewal Program
---------------------------------------------------------------
Spectrum Local News reports that the Buffalo Catholic Diocese is
getting ready to launch its Road to Renewal Program.
A total of 161 parishes will be grouped into 36 families of
parishes, starting with a small-scale test phase in December 2021.
Clergy members believe they’ll be able to keep more churches open
by sharing resources across the region. That's despite decreasing
attendance and number of priests across Western New York.
"The pilot introduction of the Family of Parishes model represents
an important milestone on our Road to Renewal," explained the Most
Reverend Michael W. Fisher, Bishop of Buffalo. "The insights
we’ve gained from so many – our pastors, deacons, lay leaders,
educators and parishioners – have informed the decisions we are
announcing today. The role of Catholic faith and ministry is
essential in addressing so many needs across Western New York,
including educating our young people. In combining our resources
and refocusing our efforts at the parish level, I am confident that
we can be even more impactful in the years ahead in fulfilling our
mandate to spread Christ’s Gospel and fulfill our essential
mandate of service."
The Catholic Diocese says the ideas come from other religious
groups that have adapted to less money.
"We have had tremendous consultation and collaboration for the
Renewal effort," explained Fr. Zielenieski. "The family model of
parishes intent is truly an intentional discipleship that will
bring the best practices and resources to our parish families by
the clergy and laity working together. We will learn to minister
together to increase our impact on our parishioners with a focus on
Jesus."
The Catholic Diocese of Buffalo filed for Chapter 11 bankruptcy
last year after more than 250 lawsuits were filed under the Child
Victim's Act.
The Road to Renewal Program is scheduled to go full-scale next
October 2022.
About The Diocese of Buffalo, N.Y.
The Diocese of Buffalo, N.Y., is home to nearly 600,000 Catholics
in eight counties in Western New York. The territory of the diocese
is co-extensive with the counties of Erie, Niagara, Genesee,
Orleans, Chautauqua, Wyoming, Cattaraugus, and Allegany in New York
State, comprising 161 parishes. There are 144 diocesan priests and
84 religious priests who reside in the Diocese.
The diocese through its central administrative offices (a) provides
operational support to the Catholic parishes, schools, and certain
other Catholic entities that operate within the territory of the
Diocese "OCE"; (b) conducts school operations through which it
provides parish schools with financial and educational support;
(c)
provides comprehensive risk management services to the OCEs; (d)
administers a lay pension trust and a priest pension trust for the
benefit of certain employees and priests of the OCEs; and (e)
provides administrative support for St. Joseph Investment Fund,
Inc.
Dealing with sexual abuse claims, the Diocese of Buffalo sought
Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-10322) on Feb.
28, 2020. The diocese was estimated to have $10 million to $50
million in assets and $50 million to $100 million in liabilities as
of the bankruptcy filing.
The Honorable Carl L. Bucki is the case judge.
Bond, Schoeneck & King, PLLC, led by Stephen A. Donato, Esq., is
the diocese's counsel; Connors LLP and Lippes Mathias Wexler
Friedman LLP are its special litigation counsel; and Phoenix
Management Services, LLC is its financial advisor. Stretto is the
claims agent, maintaining the page:
https://case.stretto.com/dioceseofbuffalo/docket.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on March 12, 2020. The committee is represented by
Pachulski Stang Ziehl & Jones, LLP and Gleichenhaus, Marchese &
Weishaar, PC.
DIOCESE OF CAMDEN: Fights Move to Value Abuse Claims in Chapter 11
------------------------------------------------------------------
Ryan Harroff of Law360 reports that a bankrupt New Jersey Catholic
diocese on Wednesday, December 1, 2021, slammed a creditor
committee's bid to suss out the value of hundreds of clergy sex
abuse claims in its Chapter 11 process, calling the hearing motion
"disingenuous" and "a transparent attempt to avoid the inevitable
plan confirmation hearings.
"The Diocese of Camden told the bankruptcy court it should approve
the Chapter 11 plan quickly rather than holding off while the Tort
Claimant Creditors Committee evaluates more than 300 abuse claims.
The diocese argued that its proposed plan already includes an
estimation of those claims between $32 million and $35 million.
About The Diocese of Camden
The Diocese of Camden, New Jersey is a non-profit religious
corporation organized pursuant to Title 16 of the Revised Statutes
of New Jersey. It is the secular legal embodiment of the Roman
Catholic Diocese of Camden, a juridic person recognized under Canon
Law.
The Diocese of Camden sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on Oct. 1, 2020.
Reverend Robert E. Hughes, vicar general and vice president, signed
the petition. In the petition, the Debtor disclosed total assets of
$53,575,365 and liabilities of $25,727,209.
Judge Jerrold N. Poslusny Jr. oversees the case.
The Debtor tapped McManimon, Scotland & Baumann, LLC, as its
bankruptcy counsel, Eisneramper, LLP, as financial advisor, Cooper
Levenson P.A. and Duane Morris LLP as special counsel. Prime Clerk
LLC is the Debtor's claims and noticing agent and administrative
advisor.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee of unsecured trade creditors in the Debtor's Chapter 11
case. The committee is represented by Porzio, Bromberg & Newman,
P.C.
ENERGY CONVERSION: Micron May Be Added as Defendant
---------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Michigan, Southern Division, granted Energy Conversion Devices
Liquidation Trust's motion for leave to file a second amended
complaint in the adversary proceeding captioned ENERGY CONVERSION
DEVICES LIQUIDATION TRUST, Plaintiff, v. OVONYX, INC., et al.,
Defendants, Adv. Pro. No. 18-4320 (Bankr. E.D. Mich.).
The proposed second amended complaint would amend the First Amended
Complaint, which was filed August 1, 2018, in only a very limited
way. The amendment would add Micron Technology, Inc., as a
defendant to the Plaintiff's Fifth Cause of Action, and would add
certain related allegations. With that second amended complaint,
Micron would join the existing defendant, Ovonyx Memory Technology,
LLC, as a defendant to the Fifth Cause of Action, which is a claim
alleging an actual fraudulent transfer.
The Court finds and concludes:
1. the Plaintiff was sufficiently diligent in failing to amend
its complaint by the Court's May 3, 2021 deadline, and instead only
seeking leave to amend just under three months later, on July 30,
2021.
The Plaintiff filed its Motion promptly after obtaining further
evidence (including the deposition of Micron's David Kaplan), that
arguably made pleading its fraudulent transfer claim against Micron
stronger and more plausible. And the length of the Plaintiff's
delay in seeking to amend its complaint, beyond the scheduling
order's May 3, 2021 deadline for amending the pleadings, was
relatively short, considering the status, nature and circumstances
of this case.
2. It is clear that if the Motion is granted, Micron will suffer
no prejudice whatsoever from the Plaintiff's delay in seeking to
amend its complaint. Micron and OMT have been Defendants in this
case from the beginning, and they are represented by the same
counsel. The Fifth Cause of Action against OMT has been pending
since the Plaintiff filed its original complaint, on July 12, 2018,
and its First Amended Complaint, on August 1, 2018. And on behalf
of OMT, Micron's and OMT's joint counsel undoubtedly has already
investigated in detail, and conducted discovery relating to, the
Plaintiff's Fifth Cause of Action.
Moreover, on August 27, 2021, well after the Plaintiff filed the
Motion, and with the agreement of all Defendants, the Court entered
an order further extending dates and deadlines in this case,
including the deadline to complete discovery. Now the deadlines are
January 14, 2022 to complete fact discovery; February 1, 2022 and
March 10, 2022 for expert reports and rebuttal expert reports,
respectively; and April 7, 2022 to complete all expert depositions.
Potentially dispositive motions are not due until May 6, 2022.
Micron has not identified any particular additional discovery that
it may wish to obtain about the Fifth Cause of Action, if the
Motion is granted, beyond what OMT has sought or will seek. But if
Micron does need to obtain such additional discovery, the amended
schedule just described should give sufficient time for that. And
if it does not, the Court can and will take any necessary steps to
make sure that Micron is not prejudiced by the timing of the
Plaintiff's Motion and this Order granting the Motion.
3. The Court rejects Micron's contention that the Plaintiff's
proposed amendment of its complaint would be futile. Micron's
futility argument is based on an argument that the Court today has
rejected, in a separate opinion and order denying Micron's motion
to dismiss this case.
4. None of the other factors are present that might justify
denying Plaintiff leave to amend under Civil Rule 15(a), such as
bad faith or dilatory motive by the movant; or repeated failure to
cure deficiencies by amendments previously allowed.
A full-text copy of the Opinion and Order dated November 24, 2021,
is available at https://tinyurl.com/bdh6mj5h from Leagle.com.
About Energy Conversion
Based in Detroit, Energy Conversion Devices --
http://energyconversiondevices.com/-- was a pioneer in materials
science and renewable energy technology development. The company
was awarded over 500 U.S. patents and international counterparts
for its achievements. ECD's United Solar wholly owned subsidiary
was a global leader in building-integrated and rooftop
photovoltaics for over 25 years. The company manufactured, sold
and installed thin-film solar laminates that convert sunlight to
clean, renewable energy using proprietary technology.
ECD and affiliate United Solar Ovonic LLC sought Chapter 11
protection (Bankr. E.D. Mich. Case No. 12-43166 and 12-43167) on
Feb. 14, 2012. Affiliate Solar Integrated Technologies, Inc.,
filed a petition for relief under Chapter 7 of the Bankruptcy Code
(Bankr. E.D. Mich. Case No. 12-43169) on the same day.
William Christopher Andrews, chief financial officer and executive
vice president, signed the petitions.
Judge Thomas J. Tucker presided over the cases.
Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert B. Weiss,
Esq., at Honigman Miller Schwartz & Cohn LLP, in Detroit, Michigan,
served as counsel to the Debtors.
ECD estimated assets and debt between $100 million and $500 million
as of the Petition Date. ECD had estimated in court papers that it
was worth $986 million, based on nearly $800 million of investment
in the manufacturing unit.
An official committee of unsecured creditors was represented by
Foley and Lardner, LLP, as counsel and Scouler & Company, LLC, as
financial advisor.
The Debtors canceled an auction to sell USO as a going concern and
discontinued the court-approved sale process after failing to
receive an acceptable qualified bid by the bid deadline. Quarton
Partners served as the companies' investment banker. The Debtors
also hired auction services provider Hilco Industrial to prepare
for an orderly sale of the companies' assets.
In August 2012, the Debtors won confirmation of their Second
Amended Chapter 11 Plan of Liquidation. The Plan was declared
effective in September 2012. Under the Plan, unsecured creditors
owed up to $337 million in claims were to expect a recovery between
50.1% and 59.3%. The Plan created a trust to sell remaining assets
and distribute proceeds in the order of priority laid out in
bankruptcy law.
FINDLAY ESTATES: Seeks Cash Collateral Access
---------------------------------------------
Findlay Estates, LLC asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to use cash collateral
consisting of rents generated by the Debtor's real estate located
at 1056, 1060 and 1064 Findlay Avenue, Bronx, New York.
There is one secured creditor asserting a lien on the rents
generated from the Property. PFSS 2020 Holding Company LLC, an
assignee, holds a mortgagee security interest upon the Property
with a claim of approximately $6,213,237 in principal plus interest
and charges.
The parties are involved in a foreclosure action pending before the
Southern District of New York. On October 7, 2021, the Secured
Creditor stipulated to withdraw its claim for personal liability
against the Debtor and the guarantor, without prejudice. On
September 28, a default judgment for $7,136,000 was entered against
the Debtor. On October 7, the District Court appointed a Receiver
who has not taken possession of the Property. On November 16, the
Debtor filed a Petition under Chapter 11 of the Bankruptcy Code.
The Debtor proposes paying out of pocket expenses of the Debtor's
operations, leaving the balance of the income in the Debtor's
account, subject to allocable lien claims held by the Secured
Creditor.
As adequate protection for the Debtor's use of cash collateral, the
Secured Creditor will receive a post-petition replacement lien in
all post-petition property and leases with respect to the
collateral in which the Secured Creditor held a security interest
pre-petition and in the same rank and priority held by such Secured
Creditor prior to the petition, to the extent that the use of cash
collateral causes a diminution in the value of the collateral, and
further subject to prior perfected priority liens upon the
collateral in favor of other parties in interest.
The liens are subject to and subordinate to the United States
Trustee fees pursuant to 28 U.S.C. 1930 and a carve-out for
Court-approved fees to any trustee and his counsel and a carve-out
for Court appointed professionals of the Debtor.
A copy of the motion and the Debtor's Findlay estates budget for
December 2021 to March 2022 is available at https://bit.ly/3EfhqRd
from PacerMonitor.com.
The budget provided for these total expenses for December 2021:
$16,750 for 1056 Findlay;
$16,500 for 1060 Findlay; and
$16,800 for 1064 Findlay.
About Findlay Estates
Findlay Estates, LLC owns and operates a 27-unit residential rental
building located at 1056-1064 Findlay Ave., Bronx, N.Y.
Findlay Estates filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
21-22647) on Nov. 16, 2021, listing as much as $10 million in both
assets and liabilities. Sheindy Grunhut, sole member-manager,
signed the petition.
Judge Robert D. Drain oversees the case.
Leo Fox, Esq., an attorney practicing in New York, serves as the
Debtor's legal counsel.
GENERATION BRIDGE II: S&P Assigns 'BB-' Rating on Sr. Secured Debt
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'BB-' rating to
Generation Bridge II LLC's proposed $325 million term loan B, $40
million term loan C, and $40 million revolving credit facility, all
of which are pari passu senior secured debt.
Bethlehem Energy Center (Bethlehem) is a highly efficient 877
megawatt (MW) combined-cycle natural gas-fired power plant located
in New York Independent System Operator Inc. (NYISO) Zone F. With a
heat rate of about 7000 Btu per kilowatt hour (kWh), S&P thinks
capacity factors will average about 50% through 2040, trending down
over time. In S&P's base case scenario, it expects the asset to
remain in operation through about 2045. It was placed into service
in 2005.
Bridgeport Harbor 5 (Bridgeport) is a highly efficient 500 MW
combined-cycle natural gas-fired power plant located in southern
Connecticut in Independent System Operator New England Inc.
(NE-ISO). Its low heat rate of about 6600, leads to a relatively
high capacity factor in the 75% area in our forecast. S&P expects
the asset to remain in operation through about 2049 given that it
was placed into service in 2019. The Bridgeport facility has a
7-year capacity lock through May 2026.
New Haven is a 437 MW peaking facility in southern Connecticut in
NE-ISO. With a heat rate more than 13,000 Btu/kWh, S&P doesn't
expect it to earn energy margins in our forecast. Built in 1975,
S&P expects it to remain in service through 2040.
Bethlehem and Bridgeport are highly efficient plants that remain
well-placed in the supply stacks of their given regions and S&P
expects both to earn energy margins during normal times.
Some scale and diversification, especially compared to single-asset
peers. The 1.8 GW portfolio has exposure to both NYISO and ISO-NE,
with connections to multiple natural gas sources and the portfolio
will earn capacity, energy, and ancillary revenues in S&P's base
case.
The project is conservatively levered, with pro forma debt to
trailing 12 months EBITDA of less than 3.5x at transaction close
and DSCRs that are stronger than many of the projects S&P's rated.
Over the long term, energy margins are fully merchant given the
lack of contracts and hedges. However, S&P notes that merchant
exposure is mitigated to some extent by locked-in capacity prices
over the next five years at Bridgeport.
The plants are dependent on natural gas given that on-site back up
fuels are not currently commissioned at Bethlehem and Bridgeport.
New Haven has on-site back up fuel, but S&P doesn't expect that
plant to dispatch in the normal course of business.
The project has a conservative cash flow sweep structure compared
to some peers
The project will need to repay significant principal annually to
meet our base case debt service coverage expectations.
The project will need to sweep cash in line with base case
projections to maintain the rating.
S&P said, "The project will need to repay debt to maintain our
forecasted DSCRs and mitigate refinance risk in our analysis. The
project structure includes a quarterly cash sweep mechanism and 1%
annual amortization. We project 2022 will be a weaker year in cash
flow available for debt service (CFADS) generation given capital
expenditure (capex) expectations, but we expect the project to
repay about $30 million-$35 million annually on its term loan B
through its maturity in 2028, leading to debt outstanding of about
$125 million at maturity. While distributions to the sponsors are
subordinated to the cash sweep in the waterfall, we expect the
project to pay tax distributions to the sponsor on an annual basis
(capped at $12.5 million), negatively impacting debt service
coverage. Under our base case, we expect total average annual
distributions to sponsors (including tax distributions) of about
$25 million through 2028."
Cash flows are largely dependent on market prices, which are
historically volatile and difficult to predict.
The project operates on a fully merchant basis, given the lack of
contracts and hedges. As a price taker, the project's performance
will basically track market movements, most importantly capacity
prices and spark spreads.
The project derives about 60% of its cash flows from capacity
payments. S&P said, "We think capacity markets are more predictable
than energy markets given they are determined in advance and the
price formation is more formulaic. Having said that, projecting
capacity prices is extremely difficult. Importantly, Bridgeport has
a seven-year price lock that averages about $7.50 per kilowatt
month (kW-mo) in 2021 and escalates through May 2026, at which
point it will begin to earn the market capacity price. Given the
nature of the locked in price, we view this as akin to a contracted
cash flow, supporting the rating. Prices at Bethlehem and New
Haven, on the other hand, will be determined in ongoing regional
auctions that are driven by market variables. We expect capacity
prices in New York and New England to remain close to current
levels, but escalate with inflation in the outer years." Increasing
renewable penetration, including significant planned offshore wind
projects in both markets, will act to damper capacity price growth
over the next decade.
S&P said, "About 35% of revenues are derived from energy margin,
which can be volatile and are exposed to seasonality and weather.
Because we assume the heat rate remains relatively constant for the
three plants, realized spark spreads are mainly a product of our
expectations for natural gas and power prices. These prices
fluctuate continually based on shifting regional load and available
supply. Current spark spreads for Bridgeport are in the $11-$12/MWh
area and range from $12-$16/MWh for Bethlehem. We consider
market-forwards and other analysis in our projections, but
ultimately we keep spark spreads relatively flat over the life of
the project in our base case."
The project earns the remainder of its revenue from ancillary
services.
The project has some scale and diversification.
The diversification between the three assets, two markets (NYISO
and NE-ISO), and several revenue streams (energy, capacity,
ancillary) supports the rating to some degree when compared to
single-asset peers. S&P said, "We think the diversification
protects the project from isolated events at a single plant or
disruption within a single market. However, this portfolio is less
diversified than some peers like Generation Bridge and Parkway
Generation, which are both rated one notch higher at 'BB'. The
total capacity of 1.8 GW supports scale compared to single-asset
peers, but is on the smaller side compared to other portfolios that
we rate." Given comparisons to peer projects, performance
redundancy is not a key differentiating factor in the rating.
S&P said, "We think the multiple fuel-supply agreements support the
rating. Bridgeport has a firm gas-supply agreement with the local
utility Southern Connecticut Gas while Bethlehem has supply
connections with both Dominion South and Tennessee Natural gas but
lacks firm transportation. We think this is a relatively
advantageous supply situation and we generally see curtailment risk
as low across the portfolio. Historically, curtailment has not been
an issue."
Having said that, the project is fully exposed to natural gas as
its fuel source. While all three plants have storage for backup
fuel on site, only New Haven is currently permitted to utilize its
backup fuel (No. 6 oil), while Bridgeport and Bethlehem currently
lack the permits necessary to utilize anything other than natural
gas. As a result, if natural gas becomes uneconomic, profitability
could be squeezed. In some historical periods, extreme weather
across the portfolio's footprint has caused gas prices to increase
drastically, especially in New England where gas supply becomes
constrained at times during periods of very cold weather. This
could be positive for the portfolio if spark spreads widen, or
negative if the gas price rises faster than the power price (as
seen in New England in recent months). In S&P's base case, it
doesn't incorporate any noteworthy pricing swings based on variable
weather patterns.
Operating risk is largely in line with peer projects.
Similar to peer projects, if a plant has an outage or is unable to
start, the project will lose the opportunity to earn cash flows and
could incur performance penalties and maintenance costs. Bridgeport
is a relatively new combined cycle gas turbine (CCGT) with advanced
GE frame 7HA.02 turbine technology. Bridgeport has a slightly older
version, the GE frame 7FA.03. S&P said, "We think the track record
for these technologies support the rating and we don't expect
significant unplanned outages in our base case. We also note that
according to the independent engineer, the capex and maintenance
programs are sufficient to prevent major issues. We assume an
equivalent demand forced outage (EFORd) rate that is in line with
industry peers at 2% for both base load plants. Fixed costs seem
generally in line with peers."
S&P said, "Given New Haven's older age and heat rate that exceeds
13,000 Btu/kWh, we don't expect it to run or earn energy margins in
our base case. As a result, operating risk is mitigated for that
plant in our view. Having said that, we expect the project to
maintain high availability so that it can generate power when
called upon by the system operator."
Leverage is conservative compared to other power projects that S&P
rates.
The minimum DSCR of 1.74x is a key component of the 'BB-' rating.
This minimum DSCR occurs in 2022 and is significantly affected by
capex expectations that are much higher than average. S&P said,
"Post 2022, we expect the DSCRs will improve to over 2x, absent
changes in current market expectations. DSCRs will average about
2.9x in our base case scenario. Including the term loan B and term
loan C, pro forma for the transaction there will be about $200/kW
of senior secured debt at the project. Assuming EBITDA of about $90
million in 2022, we expect debt/EBITDA to be in the 3.5x range in
2022."
The project's conservative leverage and liquidity, including the
revolver, term loan C and debt service reserve account (DSRA), also
supports the rating because S&P thinks this structure will allow
the project to navigate its downside scenario for an extended
period of time.
Regulatory risk affects these plants and environmental, social, and
governance (ESG)-related headwinds could accelerate for fossil fuel
plants.
Regulatory momentum is more supportive of renewable generation when
compared to fossil fuel-fired plants at both the federal and
regional levels. S&P said, "This affects our view of the portfolio
in several ways. First, governmental incentives and subsidies to
build renewables and increase renewable generation as a percentage
of the supply mix could make these plants less competitive over
time. This weighs into our estimation of asset lives, capacity
factors, and prices over the long term for these plants. For
example, the plans to develop significant offshore wind generation
in both New England and New York could affect pricing and make
gas-fired plants less likely to dispatch. We also think renewable
and clean technologies are advancing in terms of
cost-competitiveness, which could lead to an acceleration of
renewable penetration. Second, opposition to natural gas and other
fossil fuels has taken several shapes and could increase over time,
driven largely by public appetites. Somewhat recently, we've seen
opposition to new pipelines and other gas-focused projects, which
have made new fossil fuel infrastructure difficult to build. This
has a positive aspect as well for the portfolio, given that it
provides a barrier to entry for would-be direct competitors. On the
other hand, we think there is some potential for new or steeper
environmental regulations that focus on emissions and could make
gas-fired plants less profitable over time."
S&P said, "The stable outlook reflects our expectation that
Generation Bridge II will maintain a minimum DSCR of 1.74x, that
occurs in 2022. Post 2022, we forecast the company to paydown an
average of about $25 million-$30 million of debt annually via
mandatory amortization and the cash flow sweep, while average
realized spark spreads remain relatively flat at $11/MWh at
Bridgeport and $15/MWh at Bethlehem. Our forecast for term loan B
debt outstanding at maturity in 2028 is about $125 million.
"We could lower the rating on the secured debt if the minimum
forecasted DSCR falls below 1.4x in any period of our forecast."
This could stem from:
-- Weaker realized spark spreads or capacity prices that are lower
than S&P's internal assumptions for delivery year 2023-2024 and
beyond;
-- Unplanned outages that significantly reduce generation; or
-- Gas plants become economically disadvantaged and capacity
factors at Bethlehem and Bridgeport 5 fall materially.
S&P said, "We could also consider a downgrade if the project's
excess cash flow sweep does not function as we currently envision,
leading to higher debt service costs and elevated refinance risk
with expected debt outstanding at maturity materially higher than
$125 million.
"We could consider a positive rating action if we believed the
project's DSCRs would remain above 2x in all years of our forecast,
while expectations for debt outstanding at maturity is materially
below $125 million. This could stem from secular improvements in
New York and New England that positively influence the power and
capacity prices for an extensive period compared to our current
base case, steady operational performance, combined with our view
that its natural gas feedstock access will maintain its relative
advantage."
GIRARDI & KEESE: Criminal Fate Unknown as Civil Cases Rage
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Brandon Lowrey of Law360 reports that the criminal case of law firm
Girardi & Keese is still unknown as its civil storm rages.
According to the report, it may have been to the misfortune of
prominent Los Angeles attorney Thomas V. Girardi that a federal
judge in the Northern District of Illinois, of all places, ruled
that he stole his clients' settlement money. The contempt ruling,
about one year ago, placed Girardi, a plaintiffs attorney with vast
political connections and a long trail of apparent victims, in the
crosshairs of U.S. Attorney John Lausch, who has forged a
reputation in Chicago as an anti-corruption crusader.
About Girardi & Keese
Girardi and Keese or Girardi & Keese was a Los Angeles-based law
firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It
served clients in California in a variety of legal areas. It was
known for representing plaintiffs against major corporations.
An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No.
20-21022) was filed in December 2020 against GIRARDI KEESE by
alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian,
Erika Saldana, Virginia Antonio, and Kimberly Archie.
The petitioners' attorneys:
Andrew Goodman
Goodman Law Offices, Apc
Tel: 818-802-5044
E-mail: agoodman@andyglaw.com
Elissa D. Miller, a member of the firm SulmeyerKupetz, has been
appointed as Chapter 7 trustee for GIRARDI KEESE. The Chapter 7
trustee can be reached at:
Elissa D. Miller
333 South Grand Ave., Suite 3400
Los Angeles, California 90071-1406
Telephone: (213) 626-2311
Facsimile: (213) 629-4520
E-mail: emiller@sulmeyerlaw.com
An involuntary Chapter 7 petition was also filed against Thomas
Vincent Girardi (Case No. 20-21020) on Dec. 18, 2020. The Chapter 7
trustee can be reached at:
Jason M. Rund
Email: trustee@srlawyers.com
840 Apollo Street, Suite 351
El Segundo, CA 90245
Telephone: (310) 640-1200
Facsimile: (310) 640-0200
GLOBAL CLOUD: Judge Declines US Jurisdiction for Clawback Case
--------------------------------------------------------------
Rick Archer of Law360 reports that a Delaware bankruptcy judge on
Tuesday, Nov. 30, 2021, ruled that an attempt by GCX Ltd. to claw
back nearly $10.2 million taken from its accounts by Standard
Chartered Bank belongs in an English court, saying the case's only
U.S. connections were 10 seconds of electronic transactions.
In his opinion, U.S. Bankruptcy Judge Christopher S. Sontchi
dismissed GCX's adversary action under the doctrine of forum non
conveniens, agreeing with Standard Chartered that neither it nor
the underwater cable firm are based in the U.S. and that nearly
every act leading to or involved in the transfer happened overseas.
About Global Cloud Xchange
Global Cloud Xchange (GCX), a subsidiary of India-based Reliance
Communications, offers a comprehensive portfolio of solutions
customized for carriers, enterprises and new media companies. GCX
-- http://www.globalcloudxchange.com/-- owns the world's largest
private undersea cable system spanning more than 68,000 route kms
which, seamlessly integrated with Reliance Communications' 200,000
route kms of domestic optic fiber backbone, provides a robust
Global Service Delivery Platform. With connections to 40 key
business markets worldwide spanning Asia, North America, Europe and
the Middle East, GCX delivers leading edge next generation
Enterprise solutions to more than 160 countries globally across its
Cloud Delivery Network.
GCX Limited and 15 subsidiaries filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 19-12031) on Sept. 15,
2019, to seek confirmation of a pre-packaged Plan of
Reorganization.
The Restructuring Support Agreement, and the Plan implementing the
same, contemplates (a) a debt-to-equity recapitalization
transaction, whereby the Senior Secured Noteholders will receive a
pro rata share of (i) 100% of the new equity interests of
reorganized GCX and (ii) second lien term loans in an aggregate
principal amount of $200 million and (b) a simultaneous "go-shop"
process in which the Debtors will solicit bids for the potential
sale of all or a portion of their business pursuant to the Plan.
The Debtors are estimated to have $1 billion to $10 billion in
assets and liabilities, according to the petitions signed by CRO
Michael Katzenstein.
The Hon. Christopher S. Sontchi is the case judge.
The Debtors tapped Paul Hastings LLP as general bankruptcy counsel;
Young Conaway Stargatt & Taylor, LLP as local bankruptcy counsel;
FTI Consulting, Inc. as financial advisor; and Lazard & Co.,
Limited as investment banker. Prime Clerk LLC is the claims agent.
GROM SOCIAL: Gets Shareholder OK to Close 2nd Tranche of Financing
------------------------------------------------------------------
Grom Social Enterprises, Inc. filed with the Securities and
Exchange Commission on Nov. 5, 2021, and distributed to all of the
Company's shareholders of record as of Oct. 7, 2021, a Notice and
Consent Solicitation on Schedule 14A.
The Consent Solicitation, which was approved by the Company's board
of directors, sought shareholder approval for the closing of the
second tranche of a financing with L1 Capital Global Opportunities
Master Fund. The consents were required because Nasdaq Rule 5635
requires that a company obtain approval from its shareholders prior
to the issuance of shares of common stock, or any securities
convertible into or exercisable for common stock, that in the
aggregate equals or exceeds 20% of the number of shares of common
stock outstanding, or total voting power, prior to such issuance.
The Consent Solicitation requested consent of the shareholders to
approve the issuance of up to (i) a 10% Original Issue Discount
Senior Secured Convertible Note in the principal amount of
$6,000,000, convertible into shares of the Company's common stock,
par value $0.001 per share at $4.20 per share, due 18 months from
issuance, (ii) a five-year common stock purchase warrant to
purchase 1,041,194 shares of Common Stock at $4.20 per share, and
(iii) shares of Common Stock upon conversion or redemption of the
Second Tranche Note, and upon exercise of the Second Tranche
Warrant in accordance with their respective terms, as the second
tranche of a private placement offering totaling up to
$10,400,000.
Effective as of Nov. 26, 2021, the Company obtained the necessary
consents for the approval of the Proposal from shareholders holding
16,509,297 votes, or approximately 60.90% of the Company's voting
power, comprised of (i) 1,988,501 shares of Common Stock and (ii)
9,325,309 shares of Series C 8% Convertible Preferred Stock, par
value $0.001 per share, which vote on a 1.5625-to-1 basis with the
Common Stock, or the equivalent of 14,570,796 shares of Common
Stock. 49,378 shares of Common Stock voted against the proposal and
1,410 shares abstained.
As a result of the approval of the Proposal, the Company may now
conduct a closing of the second tranche of the Financing, for the
Second Tranche Note in the principal amount of up to $6,000,000 and
1,041,194 Second Tranche Warrants. As previously reported, the
closing of the second tranche of the Financing is conditioned upon,
among other conditions, (i) the registration for resale of the
shares issuable upon conversion of the convertible promissory note
and common stock purchase warrants issued to the Investor in the
first tranche of the Financing (which condition has been
satisfied), and (ii) a limitation on the principal amount of notes
that may be issued in the Financing to up to an aggregate amount
that is no more than 25% of the Company's market capitalization as
reported by Bloomberg L.P., which requirement may be waived by the
Investor. If the foregoing 25% amount is exceeded, the parties may
agree to issue such lesser amount in the second tranche of the
Financing that does not exceed such threshold.
About Grom Social
Boca Raton, Florida-based Grom Social Enterprises, Inc. --
www.gromsocial.com -- is a media, technology and entertainment
company focused on delivering content to children under the age of
13 years in a safe secure Children's Online Privacy Protection Act
("COPPA") compliant platform that can be monitored by parents or
guardians. The Company operates its business through the following
four wholly-owned subsidiaries: Grom Social, Inc., TD Holdings
Limited, Grom Educational Services, Inc., and Grom Nutritional
Services, Inc.
Grom Social reported a net loss of $5.74 million for the year ended
Dec. 31, 2020, compared to a net loss of $4.59 million for the year
ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $31.19
million in total assets, $5.71 million in total liabilities, and
$25.48 million in total stockholders' equity.
BF Borgers CPA PC, in Lakewood, Colorado, the Company's auditor
since 2015, issued a "going concern" qualification in its report
dated April 13, 2021, citing that the Company has incurred
significant operating losses since inception and has a working
capital deficit which raises substantial doubt about its ability to
continue as a going concern.
GRUPO AEROMEXICO: Junior Creditors Oppose Apollo Bankruptcy Deal
----------------------------------------------------------------
Eliza Ronalds-Hannon and Steven Church of Bloomberg News report
that Grupo Aeromexico junior creditors slam Apollo bankruptcy
deal.
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, November 30, 2021, that also
detailed their alternate proposal.
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.
GULF COAST HEALTH: PCO Taps Neubert Pepe & Monteith as Counsel
--------------------------------------------------------------
Daniel McMurray, the patient care ombudsman appointed in the
Chapter 11 cases of Gulf Coast Health Care, LLC and its
affiliates,
seeks approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Neubert Pepe & Monteith, P.C. as legal counsel.
The firm's services include:
a. advising the ombudsman concerning the requirements of U.S.
bankruptcy law and the court's appointment order relating to the
discharge of his duties;
b. representing the ombudsman in any proceeding or hearing in
the bankruptcy court or in other courts where the rights of the
patients generally may be litigated or affected as a result of the
Debtors' Chapter 11 filing;
c. advising the ombudsman in connection with gaining access to
patient records;
d. advising the ombudsman concerning the effect on the patients
of a potential reorganization, sale or transfer of the Debtors'
assets, or closing of any of the Debtors' programs and facilities;
e. assisting the ombudsman in connection with his periodic
reports;
f. monitoring proceedings in the Debtors' bankruptcy cases to
identify proceedings, which could affect patients or which reflect
developments potentially affecting patients; and
g. performing other necessary legal services for the ombudsman.
Neubert will be paid at hourly rates ranging from $400 to $425 and
will be reimbursed for out-of-pocket expenses incurred.
Mark Fishman, Esq., a partner at Neubert, 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:
Mark I. Fishman, Esq.
Neubert Pepe & Monteith, P.C.
195 Church Street, 13th Floor
New Haven, CT 06510
Telephone: (203) 821-2000
Facsimile: (203) 821-2009
Email: mfishman@npmlaw.com
About Gulf Coast Health Care
Gulf Coast Health Care, LLC is a licensed operator of 28 skilled
nursing facilities comprising nearly 3,350 licensed beds across
Florida, Georgia, and Mississippi. It provides short-term
rehabilitation, comprehensive post-acute skilled care, long-term
care, assisted living, and therapy services in each of its
facilities.
Gulf Coast Health Care and 61 affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 21-11336) on Oct. 14,
2021. In the petition signed by Benjamin M. Jones as chief
restructuring officer, Gulf Coast Health Care listed up to $50
million in assets and up to $500 million in liabilities.
The cases are handled by Judge Karen B. Owens.
The Debtors tapped McDermott Will & Emery LLP and Ankura Consulting
Group LLC as legal counsel and restructuring advisor, respectively.
M. Benjamin Jones of Ankura serves as the Debtors' chief
restructuring officer. Epiq Corporate Restructuring, LLC is the
claims, noticing and administrative agent.
On Oct. 25, 2021, the U.S. Trustee for Region 3 appointed an
official committee of unsecured creditors in the Debtors' Chapter
11 cases. Greenberg Traurig, LLP and FTI Consulting, Inc., serve
as the committee's legal counsel and financial advisor,
respectively.
Daniel T. McMurray is the patient case ombudsman appointed in the
Debtors' cases. Neubert, Pepe & Monteith, P.C. and Klehr Harrison
Harvey Branzburg, LLP serve as the PCO's bankruptcy counsel and
Delaware counsel, respectively.
IMERYS TALC: Court Okays Mediation With Cyprus in Chapter 11 Cases
------------------------------------------------------------------
Rick Archer of Law360 reports that the Delaware bankruptcy judge
overseeing the Imerys Talc America Inc. and Cyprus Mines Corp.
Chapter 11 cases has given the companies the go-ahead to start
mediation with their insurers to try to hammer out issues around a
proposed talc injury settlement fund.
U.S. Bankruptcy Court Judge Laurie Selber Silverstein on Tuesday,
November 30, 2021, signed an order appointing two mediators to hold
three months of talks that include clauses addressing potential
discovery issues the judge previously said had arisen in other
bankruptcies in the district. The talks will take place between
Imerys, its bankrupt former parent company Cyprus, the tort
claimants committees.
About Imerys Talc America
Imerys Talc America, Inc. and its subsidiaries --
https://www.imerys-performance-additives.com/ -- are in the
business of mining, processing, selling and distributing talc. Its
talc operations include talc mines, plants and distribution
facilities located in Montana (Yellowstone, Sappington, and Three
Forks); Vermont (Argonaut and Ludlow); Texas (Houston); and
Ontario, Canada (Timmins, Penhorwood, and Foleyet). It also
utilizes offices located in San Jose, Calif., and Roswell, Ga.
Imerys Talc America and its subsidiaries, Imerys Talc Vermont,
Inc., and Imerys Talc Canada Inc., sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13, 2019. The
Debtors were estimated to have $100 million to $500 million in
assets and $50 million to $100 million in liabilities as of the
bankruptcy filing.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Richards, Layton & Finger, P.A., and Latham &
Watkins LLP as their legal counsel, Alvarez & Marsal North America,
LLC as financial advisor, and CohnReznick LLP as restructuring
advisor. Prime Clerk, LLC, is the claims agent.
The U.S. Trustee for Region 3 appointed an official committee of
tort claimants in the Debtors' Chapter 11 cases. The tort
claimants' committee is represented by Robinson & Cole, LLP.
J&P FLASH: Case Summary & 17 Unsecured Creditors
------------------------------------------------
Debtor: J&P Flash, Inc.
110 W. Polk Avenue
West Memphis, AR 72301
Chapter 11 Petition Date: December 1, 2021
Court: United States Bankruptcy Court
Western District of Tennessee
Case No.: 21-23968
Judge: Hon. Denise E. Barnett
Debtor's Counsel: Michael P. Coury, Esq.
GLANKLER BROWN PLLC
6000 Poplar Ave
Suite 400
Memphis, TN 38119
Tel: 901-525-1322
Fax: 901-525-2389
Email: mcoury@glankler.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dwayne Jones as vice president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 17 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/U2CR6BY/JP_Flash_Inc__tnwbke-21-23968__0001.0.pdf?mcid=tGE4TAMA
LATAM AIRLINES: Creditors Committee Disappointed With Ch.11 Plan
----------------------------------------------------------------
Vince Sullivan of Law360 reports that unsecured creditors of
Chilean air carrier LATAM Airlines Group SA voiced their
displeasure with the company's recently proposed Chapter 11 plan
Tuesday, November 30, 2021, in New York bankruptcy court, saying it
gives insiders an unfair share of the reorganized entity.
During a teleconference hearing, Allan S. Brilliant of Dechert LLP,
an attorney for the committee of unsecured creditors, told the
court that he reviewed the Chapter 11 documents for LATAM's plan
after they hit the docket late Friday, November 26, 2021, night,
and argued that the plan was unconfirmable by a court because it
did not treat all unsecured creditors the same.
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.
LEXARIA BIOSCIENCE: Incurs $4.2-Mil. Net Loss in FY Ended Aug. 31
-----------------------------------------------------------------
Lexaria Bioscience Corp. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss and
comprehensive loss of $4.19 million on $722,738 of revenue for the
year ended Aug. 31, 2021, compared to a net loss and comprehensive
loss of $4.08 million on $314,793 of revenue for the year ended
Aug. 31, 2020.
As of Aug. 31, 2021, the Company had $13.27 million in total
assets, $203,265 in total liabilities, and $13.06 million in total
stockholders' equity.
"The emergence of the COVID-19 pandemic in 2020 continues to
present uncertainty and unforecastable new risks to the Company and
its business p"lans. As of August 31, 2021, there has been no
material impact on the Company's financial position as a direct
result of the pandemic. However, the Company has experienced some
supply chain disruptions and shortages in the timely procurement of
ingredients and supplies used in both our R&D activities and
production. Management views this situation as transitory but
cannot predict the length of time it may take for these disruptions
to dissipate or if there will be a significant economic effect on
the Company's operations. In the interim, it may cause delays in
carrying out our research studies and in our production schedules,"
Lexaria said.
Restrictions on international travel presents a challenge in
carrying out normal business activities related to corporate
finance efforts and the pursuit of new customers throughout North
America who might otherwise access to the Company's licensees'
retail products. As a result, the pandemic has increased the risk
of lower revenues and higher losses.
During the year ended August 31, 2020, the Company was in receipt
of C$30,732 in COVID relief under the Canada Emergency Wage Subsidy
programs for employees which reduced its employment costs in that
year. During fiscal 2020, the Company also received C$40,000 from
the Canadian Government sponsored Emergency Business Account loan
program. As specified by the terms of this program, the Company
has repaid C$30,000 of the loan in fiscal 2021. The remaining
$7,926 (C$10,000) of the loan payable is anticipated to be forgiven
as directed under this program in the year ended August 31, 2022.
"We continue to actively monitor the evolving effects of COVID-19
and may take further actions that alter our operations, including
those that may be required by federal, state, provincial, or local
authorities, or that we determine are in the best interests of our
employees and other third parties with which we do business. We do
not know when it will become practical to relax or eliminate some
or all these measures entirely. The economic effect of a prolonged
pandemic is difficult to predict and could result in material
financial impact in the Company's future reporting periods," the
Company said.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1348362/000164033421002981/lxrp_10k.htm
About Lexaria
Lexaria Bioscience Corp. -- http://www.lexariabioscience.com-- is
a global innovator in drug delivery platforms. Its patented
DehydraTECH drug delivery technology changes the way Active
Pharmaceutical Ingredients enter the bloodstream, promoting
healthier ingestion methods, lower overall dosing, and higher
effectiveness for lipophilic active molecules. DehydraTECH
increases bio-absorption, reduces time of onset, and masks unwanted
tastes for orally administered bioactive molecules, including
cannabinoids, vitamins, non-steroidal anti-inflammatory drugs
(NSAIDs), nicotine, and other molecules. Lexaria has licensed
DehydraTECH to multiple companies in the cannabis industry for use
in cannabinoid beverages, edibles and oral products and to a
world-leading tobacco producer for the development of smokeless,
oral-based nicotine products. Lexaria operates a licensed in-house
research laboratory and holds a robust intellectual property
portfolio with 16 patents granted and over 60 patents pending
worldwide.
LIMETREE BAY: Will Sell Refinery for $33 Mil. to St. Croix Energy
-----------------------------------------------------------------
Alex Wolf of Bloomberg Law reports that Limetree Bay Services LLC
is poised to sell its shuttered oil refinery for a total value of
about $33 million to St. Croix Energy LLLP, the winning bidder in a
bankruptcy auction.
St. Croix Energy will pay $20 million in cash and assume additional
liabilities in exchange for taking over and reopening the U.S.
Virgin Islands-based refinery, Limetree said Tuesday in court
filings. St. Croix Energy had been named the initial, “stalking
horse” bidder ahead of the Nov. 18, 2021 auction.
Sabin Metal Corp. and Bay Ltd. submitted back-up bids worth roughly
$15 million and $24 million, respectively.
About Limetree Bay
Limetree Bay Energy is a large-scale energy complex strategically
located in St. Croix, U.S. Virgin Islands. The complex consists of
Limetree Bay Refining, a refinery with peak processing capacity of
650 thousand barrels of petroleum feedstock per day, and Limetree
Bay Terminal, a 34-million-barrel crude and petroleum products
storage and marine terminal facility serving the refinery and
third-party customers.
Limetree Bay Refining, LLC, restarted operations in February 2021,
and is capable of processing around 200,000 barrels per day. Key
restart work at the site began in 2018, including the 62,000
barrels per day modern, delayed Coker unit, extensive
desulfurization capacity, and a reformer unit to produce clean,
low-sulfur transportation fuels. The restart project provided much
needed economic development in the U.S.V.I. and created more than
4,000 construction jobs at its peak.
Limetree Bay Refining, LLC and its affiliates sought Chapter 11
protection on July 12, 2021. The lead case is In re Limetree Bay
Services, LLC (Bankr. S.D. Texas Case No. 21-32351).
Limetree Bay Terminals, LLC did not file for bankruptcy.
In the petitions signed by Mark Shapiro, chief restructuring
officer, Limetree Bay Services disclosed up to $10 million in
assets and up to $50,000 in liabilities. Limetree Bay Refining,
LLC, estimated up to $10 billion in assets and up to $1 billion in
liabilities.
The Debtors tapped Baker Hostetler as legal counsel and B. Riley
Financial Inc. as restructuring advisor.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' cases on July 26, 2021. The
committee is represented by Pachulski Stang Ziehl & Jones, LLP.
405 Sentinel, LLC serves as administrative and collateral agent for
the DIP lenders.
LOVE FAMILY: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
The U.S. Trustee for Region 21, until further notice, will not
appoint an official committee of unsecured creditors in the Chapter
11 case of The Love Family Trust, LLC, according to court dockets.
About The Love Family Trust
The Love Family Trust, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
21-05639) on Nov. 1, 2021, listing as much as $10 million in both
assets and liabilities. Daniel Delpiano, manager, signed the
petition.
Judge Caryl E. Delano oversees the case.
Mark F. Robens, Esq., at Stichter Riedel Blain & Postler, PA serves
as the Debtor's legal counsel.
LTL MANAGEMENT: Talc Claimants Seek to Toss Chapter 11 Case
-----------------------------------------------------------
Vince Sullivan of Law360 reports that the official committee of
talc claimants in the Chapter 11 case of a Johnson & Johnson
subsidiary said Wednesday, December 1, 2021, the proceeding is a
sham designed to insulate the parent company from billions in
liability and asked a New Jersey bankruptcy judge to dismiss the
case.
In its motion to toss the bankruptcy, the talc claimants committee
argues that Johnson & Johnson executed a divisive merger
transaction known as a "Texas two-step" for the sole purpose of
creating LTL Management LLC and siloing its talc liability with the
new entity while protecting the talc assets, which amounts to a bad
faith filing.
"Chapter 11 is intended to give reorganizing debtors a fresh start.
But this Debtor has no need for a fresh start: it was barely two
days old. It has no business, no operations, no employees, no
funded debt, and no assets (except those set up for the purpose of
manufacturing venue in North Carolina). LTL has, admittedly and
from the start, no desire or intention to achieve a fresh start of
its own. To the contrary, J&J caused LTL to file for bankruptcy
solely in order to use the automatic stay and other provisions of
Chapter 11 to summarily destroy the legitimate rights and interests
of tort victims, many of whom are dying while J&J pursues this
illicit bankruptcy filing," the Talc Claimants Committee said in a
motion to dismiss filed in New Jersey bankruptcy court.
"Johnson & Johnson has a better credit rating than the United
States of America. At the moment of the divisive merger in this
case, it had approximately $31 billion in cash on its balance
sheet, and it has a market cap of approximately a half-trillion
dollars. Nevertheless, when it purported to push its many billions
of dollars of talcum powder-related liabilities into LTL, its
litigation management vehicle, it funded that anemic entity with a
mere $6 million in cash2 and an unrelated royalty stream supposedly
worth $375 million, and an illusory contract right under a funding
agreement."
Proposed Local Counsel to the Official Committee of Talc
Claimants:
GENOVA BURNS LLC
Daniel M. Stolz, Esq.
Donald W. Clarke, Esq.
Matthew I.W. Baker, Esq.
E-mail: dstolz@genovaburns.com
dclarke@genovaburns.com
mbaker@genovaburns.com
110 Allen Road, Suite 304
Basking Ridge, NJ 07920
Tel: (973) 467-2700
Fax: (973) 467-8126
Proposed Co-Counsel for the Official Committee of Talc Claimants:
BROWN RUDNICK LLP
David J. Molton, Esq.
Robert J. Stark, Esq.
Michael Winograd, Esq.
Jeffrey L. Jonas, Esq.
E-mail: dmolton@brownrudnick.com
rstark@brownrudnick.com
mwinograd@brownrudnick.com
jjonas@brownrudnick.com
Seven Times Square
New York, NY 10036
Tel: (212) 209-4800
Fax: (212) 209-4801
- and -
Sunni P. Beville, Esq.
E-mail: sbeville@brownrudnick.com
One Financial Center
Boston, MA 02111
Tel: (617) 856-8200
Fax: (617) 856-8201
Proposed Co-Counsel for the Official Committee of Talc Claimants:
BAILEY GLASSER LLP
Brian A. Glasser, Esq.
Thomas B. Bennett, Esq.
E-mail: bglasser@baileyglasser.com
tbennett@baileyglasser.com
105 Thomas Jefferson St. NW, Suite 540
Washington, DC 20007
Tel: (202) 463-2101
Fax: (202) 463-2103
Proposed Co-Counsel for the Official Committee of Talc Claimants:
OTTERBOURG PC
Melanie L. Cyganowski, Esq.
Adam C. Silverstein, Esq.
Jennifer S. Feeney, Esq.
E-mail: mcyganowski@otterbourg.com
asilverstein@otterbourg.com
jfeeney@otterbourg.com
230 Park Avenue
New York, NY 10169
Tel: (212) 905-3628
Fax: (212) 682-6104
Proposed Special Counsel to the Official Committee of Talc
Claimants:
PARKINS LEE & RUBIO LLP
Leonard M. Parkins, Esq.
Charles M. Rubio, Esq.
E-mail: lparkins@parkinslee.com
crubio@parkinslee.com
Pennzoil Place
700 Milan St., Suite 1300
Houston, TX 77002
Tel: (713) 715-1666
Proposed Special Counsel for the Official Committee of Talc
Claimants:
MASSEY & GAIL LLP
Jonathan S. Massey, Esq.
jmassey@masseygail.com
100 Main Ave. SW, Suite 450
Washington, DC 20024
Tel: (202) 652-4511
Fax: (312) 379-0467
About LTL Management
LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J),
which was formed to manage and defend thousands of talc-related
claims and oversee the operations of Royalty A&M. Royalty A&M owns
a portfolio of royalty revenue streams, including royalty revenue
streams based on third-party sales of LACTAID, MYLANTA/MYLICON and
ROGAINE products.
LTL Management filed a petition for Chapter 11 protection (Bankr.
W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was
transferred to New Jersey (Bankr. D. N.J. Case No. 21-30589) on
Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge.
At the time of the filing, the Debtor was estimated to have $1
billion to $10 billion in both assets and liabilities.
The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A. as
bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon
LLP as special counsel; McCarter & English, LLP as litigation
consultant; Bates White, LLC as financial consultant; and
AlixPartners, LLP as restructuring advisor. Epiq Corporate
Restructuring, LLC is the claims agent.
U.S. Bankruptcy Administrator Shelley Abel formed an official
committee of talc claimants in the Debtor's Chapter 11 case. The
committee tapped Bailey & Glasser, LLP, Otterbourg, P.C. and Brown
Rudnick, LLP as bankruptcy counsel. Massey & Gail, LLP and Parkins
Lee & Rubio, LLP serve as the committee's special counsel.
About Johnson & Johnson
Johnson & Johnson is an American multinational corporation founded
in 1886 that develops medical devices, pharmaceuticals, and
consumer packaged goods. It is the world's largest and most broadly
based healthcare company.
Johnson & Johnson is headquartered in New Brunswick, New Jersey,
the consumer division being located in Skillman, New Jersey. The
corporation includes some 250 subsidiary companies with operations
in 60 countries and products sold in over 175 countries.
The corporation had worldwide sales of $82.6 billion in 2020.
LUCKIN COFFEE: Closes $240-Mil. Investment From Centurium
---------------------------------------------------------
Luckin Coffee Inc. (in Provisional Liquidation) (OTC: LKNCY) has
closed a previously announced investment agreement with an
affiliate of Centurium Capital, as the lead investor.
The Company issued and sold a total of 295,384,615 senior
convertible preferred shares to Centurium Capital through a private
placement, with aggregate gross proceeds of approximately US$240
million. The investment by Centurium Capital enables Luckin Coffee
to focus on the continued expansion of its core coffee business,
execution of its business plan and achievement of its long-term
growth targets.
Luckin Coffee intends to use the investment proceeds to facilitate
its proposed offshore restructuring, including (i) funding the
settlement of In re Luckin Coffee Inc. Securities Litigation, Case
No.1:20-cv-01293-JPC-JLC (SDNY) (the "Class Action") pursuant to
the terms of the Stipulation and Agreement of Settlement, which has
been preliminarily approved by the U.S. District Court overseeing
the Class Action, (ii) payments to the holders of its $460 million
0.75% Convertible Senior Notes due 2025 pursuant to the scheme of
arrangement Luckin Coffee previously announced and (iii) other
offshore restructuring expenses.
Luckin Coffee has made separate arrangements with Joy Capital to
close its portion of the investment agreement, totaling
approximately US$10 million in senior preferred shares. Both
Centurium and Joy Capital are leading private equity investment
firms in China and current shareholders of Luckin Coffee.
About Luckin Coffee
Luckin Coffee Inc., was a Xiamen, Fujian-based coffee chain.
In July 2020, Luckin Coffee called in liquidators to oversee a
corporate restructuring and negotiate with creditors to salvage its
business, less than four months after shocking the market with a
US$300 million accounting fraud, South China Morning Post said.
The Company hired Houlihan Lokey as financial advisers to implement
a workout with creditors. The start-up company also named
Alexander Lawson of Alvarez & Marsal Cayman Islands and Tiffany
Wong Wing Sze of Alvarez & Marsal Asia to act as "light-touch"
joint provisional liquidators (JPLs) under a Cayman Islands court
order, it said in a regulatory filing in New York.
The move was in response to a winding-up petition by an undisclosed
creditor.
The Joint Provisional Liquidators of Luckin Coffee, Alexander
Lawson of Alvarez & Marsal Cayman Islands Limited and Wing Sze
Tiffany Wong of Alvarez & Marsal Asia Limited, on Feb. 5, 2021,
filed a verified petition under chapter 15 of title 11 of the
United States Code with the United States Bankruptcy Court for the
Southern District of New York. The Chapter 15 Petition seeks,
among other things, recognition in the United States of the
Company's provisional liquidation pending before the Grand Court of
the Cayman Islands, Financial Services Division, Cause No. 157 of
2020 (ASCJ) and related relief.
LUCKIN COFFEE: Creditors Okays Scheme of Arrangement
----------------------------------------------------
Luckin Coffee Inc. (in Provisional Liquidation) (OTC: LKNCY)
announced Dec. 1 that a meeting was held Nov. 30, 2021, in Grand
Cayman, Cayman Islands regarding its scheme of arrangement (the
"Scheme") proposed in relation to the restructuring of its $460
million 0.75% Convertible Senior Notes due 2025 ("Existing Notes").
The meeting was convened for the purpose of allowing the Company's
class of creditors affected by the Scheme (the "Scheme Creditors")
to consider and, if thought fit, approve, with or without
modification, the Scheme.
The Company is pleased to announce that at the meeting held at
10:00 a.m. (Cayman Islands time) on Nov. 30, 2021, Scheme Creditors
present and voting at the meeting (in person or by proxy) voted
unanimously to approve the Scheme, with no votes cast against the
Scheme. The meeting was attended by fifty-six Scheme Creditors
representing approximately 97.7% in aggregate outstanding principal
amount of the Existing Notes. Accordingly, the Scheme has been
approved by the requisite majority of Scheme Creditors.
As previously announced, Luckin Coffee filed a summons for
directions and petition seeking sanction of the Scheme in the Grand
Court of the Cayman Islands (the "Cayman Court") on September 20,
2021. The Scheme was proposed by Luckin Coffee and its Joint
Provisional Liquidators.1
Dr. Jinyi Guo, Chairman and Chief Executive Officer of Luckin
Coffee, said, "While this development represents another important
step in the Company’s continued restructuring process, the
overwhelming support from our creditors serves as a testament to
the progress our refreshed board of directors and leadership team
have achieved and the positive momentum we have generated. We thank
our creditors for their support throughout this process. Our team
at Luckin Coffee remains focused on the execution of our strategy,
delivering sustainable growth and profitability, while providing
outstanding products and services to our customers and meaningful
value for our shareholders."
Sanction Hearing
Following approval by the Scheme Creditors, the hearing of the
Company's petition for sanction of the Scheme by the Cayman Court
will take place at 10:00 a.m. (Cayman Islands time) on Dec. 13,
2021. All Scheme Creditors are entitled to attend and be heard at
the hearing.
About Luckin Coffee
Luckin Coffee Inc., was a Xiamen, Fujian-based coffee chain.
In July 2020, Luckin Coffee called in liquidators to oversee a
corporate restructuring and negotiate with creditors to salvage its
business, less than four months after shocking the market with a
US$300 million accounting fraud, South China Morning Post said.
The Company hired Houlihan Lokey as financial advisers to implement
a workout with creditors. The start-up company also named
Alexander Lawson of Alvarez & Marsal Cayman Islands and Tiffany
Wong Wing Sze of Alvarez & Marsal Asia to act as "light-touch"
joint provisional liquidators (JPLs) under a Cayman Islands court
order, it said in a regulatory filing in New York.
The move was in response to a winding-up petition by an undisclosed
creditor.
The Joint Provisional Liquidators of Luckin Coffee, Alexander
Lawson of Alvarez & Marsal Cayman Islands Limited and Wing Sze
Tiffany Wong of Alvarez & Marsal Asia Limited, on Feb. 5, 2021,
filed a verified petition under chapter 15 of title 11 of the
United States Code with the United States Bankruptcy Court for the
Southern District of New York. The Chapter 15 Petition seeks,
among other things, recognition in the United States of the
Company's provisional liquidation pending before the Grand Court of
the Cayman Islands, Financial Services Division, Cause No. 157 of
2020 (ASCJ) and related relief.
MADISON SAFETY: S&P Assigns 'B-' ICR on Safe Fleet Acquisition
--------------------------------------------------------------
S&P Global Ratings assigned a 'B-' issuer credit rating to Madison
Safety & Flow Holdings LLC, a subsidiary of Madison Industries
Holdings LLC. S&P also assigned its 'B-' issue-level rating and '3'
recovery rating to Madison Safety & Flow LLC's first-lien credit
facilities and 'CCC' issue-level rating and '6' recovery rating to
its second-lien term loan.
Madison Safety reached an agreement to acquire Safe Fleet Holdings
LLC for $1.53 billion from Oak Hill Capital Partners. The proposed
funding includes three new debt facilities: a $120 million
revolving credit facility, undrawn at close; $925 million
first-lien term loan; and $275 million second-lien term loan.
S&P said, "Our 'B-' issuer credit rating on Madison Safety reflects
high S&P Global Ratings-adjusted leverage, concentrated geographic
footprint, and relatively limited scale. The company's strengths
include high EBITDA margins, favorable secular trends in its key
end markets, and recurring revenue stream from its aftermarket
business, albeit within a relatively narrow scope of operations. We
expect it to maintain an adequate liquidity profile in the medium
term, driven by moderate funds from operations (FFO) and modest
working capital and capital expenditure requirements. However, we
believe leverage will remain high over the next 12 months given
elevated initial leverage and our forecast for potential bolt-on
acquisition activity."
Madison Safety competes in a highly fragmented market with a
relatively concentrated geographic footprint. Madison Safety
generated about $682 million of pro forma revenue in 2020 at an
estimated S&P Global Ratings-adjusted EBITDA margin of 22%. Key
risks include its geographic exposure and limited scale. The
company has outsize exposure to macroeconomic conditions in North
America, which accounts for about 80% of revenue, leaving it
vulnerable to potential downturns. Its product portfolio is
somewhat broad in safety offerings, however narrow compared to more
diversified capital goods entities. S&P said, "We view its scale as
narrow, defined by its revenue base, and believe margins could
remain exposed to continued pressure given rising input costs.
Favorable aspects of the business include its exposure to
relatively resilient end markets and low customer concentration.
About 60% of the company's revenue is driven by end-markets linked
to municipal budgets--including fire and EMS, school bus, transit
bus and rail, law enforcement, and municipal water. We believe
these markets will likely remain more resilient than traditional
commercial and industrial sectors during a downturn. Madison Safety
also has a favorable key-customer risk profile due to limited
customer concentration, with the top 20 accounting for about 22% of
sales."
S&P said, "We expect modest deleveraging over the coming 12 months.
This will be driven by increasing revenue and earnings, but with
near-term pressure on margins and adverse impact on working capital
due to industrywide supply chain issues. We expect Madison Safety
can deleverage to S&P Global Ratings-adjusted debt to EBITDA in the
mid-6x area from the mid-7x area at transaction close over the next
12 months, primarily due to earnings growth. The company benefits
from relatively low capital expenditure, less than 2% of revenue.
We, therefore, expect it will generate good free operating cash
flow (FOCF) of $75 million or more annually. We expect margins to
decline slightly in 2021 before modestly improving in 2022 because
the company can pass on cost inflation through increased pricing,
but with a lag. It should offset higher sourcing and logistics
costs, which result from supply chain issues, with improved
operating leverage from top-line growth and a favorable product
mix. This includes rapid growth of the highly profitable rescue
tool business.
"We expect Madison Safety to maintain adequate liquidity and
covenant headroom over the coming 1-2 years, driven primarily by
strong free cash flow. We expect the company's cash on the balance
sheet and FFO will allow the company to adequately meet its
seasonal working capital needs, capital expenditure, and fixed debt
amortization. It can supplement this with its $120 million
revolving credit facility. The first- and second-lien term loans
are covenant-lite, and we do not expect the company to trigger its
springing net leverage covenant over the next 12 months because of
ample revolving facility availability.
"The stable outlook on Madison Safety reflects our expectation that
it will generate positive FOCF and maintain leverage in the
6.5x-7.5x range over the coming 12 months, supported by recovery
from the COVID-19 pandemic and continued recurring business from
the aftermarket replacement cycle."
S&P could lower its rating on Madison Safety if:
-- Liquidity and/or covenants are pressured, for example due to
FOCF deficits in the coming 12 months. This would come amid low
profitability and working capital due to exacerbated supply chain
issues; and
-- The company engages in debt-funded acquisitions that
substantially increase leverage, such that we view the capital
structure as unsustainable. This would include, for instance, more
than 10x S&P Global Ratings-adjusted debt to EBITDA.
S&P could raise its rating on Madison Safety if:
-- Leverage falls and remains consistently below 6.5x because of
strong earnings and FOCF generation;
-- The company mitigates expected low margins in the coming 12
months; and
-- Ownership commits to a more conservative financial policy that
would lead to S&P Global Ratings-adjusted leverage below 6.5x on a
sustained basis, including potential acquisitions (and shareholder
returns).
MALLINCKRODT PLC: Judge Unsure to Rule on Future Deal
-----------------------------------------------------
Rick Archer of Law360 reports that a Delaware bankruptcy judge on
Wednesday, December 1, 2021, said Mallinckrodt could continue its
quest for a ruling that a past drug distribution deal didn't
violate antitrust law, but expressed doubt he had the authority to
make the same ruling on a proposal to renew the deal post-Chapter
11.
During a virtual hearing, U.S. Bankruptcy Judge John Dorsey refused
a request by drug plan sponsors to dismiss Mallinckordt's request
for a ruling that its prebankruptcy distribution deal for its
Acthar gel medication broke the law, but said he had not been
persuaded that he had the jurisdiction.
About Mallinckrodt PLC
Mallinckrodt -- http://www.mallinckrodt.com/-- is a global
business consisting of multiple wholly-owned subsidiaries that
develop, manufacture, market and distribute specialty
pharmaceutical products and therapies. The company's Specialty
Brands reportable segment's areas of focus include autoimmune and
rare diseases in specialty areas like neurology, rheumatology,
nephrology, pulmonology and ophthalmology; immunotherapy and
neonatal respiratory critical care therapies; analgesics; and
gastrointestinal products. Its Specialty Generics reportable
segment includes specialty generic drugs and active pharmaceutical
ingredients.
On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates
sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case
No. 20-12522) to seek approval of a restructuring that would reduce
total debt by $1.3 billion and resolve opioid-related claims
against them.
Mallinckrodt plc disclosed $9,584,626,122 in assets and
$8,647,811,427 in liabilities as of Sept. 25, 2020.
Judge John T. Dorsey oversees the cases.
The Debtors tapped Latham & Watkins LLP and Richards, Layton &
Finger P.A. as their bankruptcy counsel; Arthur Cox and Wachtell,
Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray
LLP as litigation counsel; Torys LLP as CCAA counsel; Guggenheim
Securities LLC as investment banker; and AlixPartners LLP as
restructuring advisor. Prime Clerk, LLC, is the claims agent.
The official committee of unsecured creditors retained Cooley LLP
as its legal counsel, Robinson & Cole LLP as co-counsel, and Dundon
Advisers LLC as its financial advisor.
On Oct. 27, 2020, the U.S. Trustee for Region 3 appointed an
official committee of opioid related claimants. The OCC tapped Akin
Gump Strauss Hauer & Feld LLP as its lead counsel, Cole Schotz as
Delaware co-counsel, Province Inc. as financial advisor, and
Jefferies LLC as investment banker.
A confirmation trial for the Debtors' First Amended Joint Plan of
Reorganization was set to begin Nov. 1, 2021. The Confirmation
Hearing is slated to have two phases. Phase 1 commenced the week
of Nov. 1. Phase 2 will begin on or around the week of Nov. 15,
when the Acthar Administrative Claims Hearing proceedings conclude.
MARTIN MIDSTREAM: Eliminates GP's Incentive Distribution Rights
---------------------------------------------------------------
Martin Midstream Partners L.P. has executed an amended limited
partnership agreement that permanently eliminates the incentive
distribution rights of its general partner, Martin Midstream GP
LLC. The elimination of the IDRs, which does not require further
consents, is effective immediately.
Bob Bondurant, president and chief executive officer of MMGP said,
"I was pleased with the announcement earlier today concerning the
consolidation of control of the General Partner under Martin
Resource Management Corporation and Senterfitt Holdings Inc., which
was fundamental for the approval of the amendment to the limited
partnership agreement."
"The elimination of the IDRs removes the financial complexity in
the Partnership"s structure and directly aligns MMLP, MRMC and the
General Partner with the holders of our common units. I believe
this transaction, although not immediately accretive, will provide
value over the long-term to our unitholders and enhance the
attractiveness of our common equity units."
About Martin Midstream
Martin Midstream Partners L.P. is a publicly traded limited
partnership with a diverse set of operations focused primarily in
the United States Gulf Coast region. The Partnership's primary
business lines include: (1) terminalling, processing, storage, and
packaging services for petroleum products and by-products; (2) land
and marine transportation services for petroleum products and
by-products, chemicals, and specialty products; (3) sulfur and
sulfur-based products processing, manufacturing, marketing and
distribution; and (4) natural gas liquids marketing, distribution
and transportation services.
Martin Midstream reported a net loss of $6.77 million for the year
ended Dec. 31, 2020, compared to a net loss of $174.95 million for
the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company
had $614.24 million in total assets, $678.39 million in total
liabilities, and a total partners' deficit of $64.16 million.
* * *
As reported by the TCR on Aug. 17, 2020, Moody's Investors Service
upgraded Martin Midstream Partners L.P.'s Corporate Family Rating
to Caa1 from Caa3. "The upgrade of MMLP's ratings reflect the
extended debt maturity profile and improved liquidity," Jonathan
Teitel, a Moody's analyst, said.
MARTIN MIDSTREAM: Senterfitt Acquires 49% Interest in MMGP Holdings
-------------------------------------------------------------------
Martin Resource Management Corporation, which through its wholly
owned subsidiary owns a 51% voting interest (50% economic interest)
in MMGP Holdings LLC ("Holdings"), the sole owner of Martin
Midstream GP LLC, which is the general partner of Martin Midstream
Partners L.P., announced that Senterfitt Holdings Inc. indirectly
acquired the 49% voting interest (50% economic interest) in
Holdings owned by certain affiliated investment funds managed by
Alinda Capital Partners by purchasing certain entities from Alinda.
Senterfitt is a privately held investment entity owned by Ruben S.
Martin, III, president and chief executive officer of MRMC.
"I am pleased to have the opportunity to simplify the structure of
the General Partner and to consolidate control back under the
Martin umbrella," said Mr. Martin, "and in doing so show my
personal commitment and support to MMLP and its management team."
As part of the announced transaction, Martin Resource LLC, a
wholly-owned subsidiary of MRMC, has entered into call option
agreements with the Senterfitt subsidiaries, which own the
membership interest in Holdings. Subject to certain conditions,
MRLLC will have the right, but not the obligation, to purchase all
of the membership interests of Holdings owned by such subsidiaries
for a period of ten years.
At closing, the General Partner amended and restated its limited
liability company agreement to revise corporate governance
procedures and eliminate Alinda's preferential right with respect
to the board appointment process, which had expanded the Board of
Directors of the General Partner to seven members and provided
Alinda with the preferential right to appoint three members. The
elimination of the preferential right results in the reduction of
the Board to five members, at least three of which are required to
be independent in accordance with SEC and NASDAQ requirements.
Upon closing, Holdings reappointed Ruben S. Martin, III, Robert D.
Bondurant, Byron Kelley, C. Scott Massey and James Collingsworth (a
former Alinda appointee) to serve on the Board.
In addition to its interest in Holdings, MRMC, through various
wholly-owned subsidiaries, is one of the largest unit holders of
MMLP owning approximately 6.1 million common limited partnership
units of MMLP.
About Martin Midstream
Martin Midstream Partners L.P. is a publicly traded limited
partnership with a diverse set of operations focused primarily in
the United States Gulf Coast region. The Partnership's primary
business lines include: (1) terminalling, processing, storage, and
packaging services for petroleum products and by-products; (2) land
and marine transportation services for petroleum products and
by-products, chemicals, and specialty products; (3) sulfur and
sulfur-based products processing, manufacturing, marketing and
distribution; and (4) natural gas liquids marketing, distribution
and transportation services.
Martin Midstream reported a net loss of $6.77 million for the year
ended Dec. 31, 2020, compared to a net loss of $174.95 million for
the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company
had $614.24 million in total assets, $678.39 million in total
liabilities, and a total partners' deficit of $64.16 million.
* * *
As reported by the TCR on Aug. 17, 2020, Moody's Investors Service
upgraded Martin Midstream Partners L.P.'s Corporate Family Rating
to Caa1 from Caa3. "The upgrade of MMLP's ratings reflect the
extended debt maturity profile and improved liquidity," Jonathan
Teitel, a Moody's analyst, said.
MERLIN ACQUISITION: S&P Assigns 'B-' ICR, Outlook Stable
--------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to Merlin
Acquisition Corp.
S&P also assigned its 'B-' issue-level rating and '3' recovery
rating to the company's proposed first-lien debt as well as its
'CCC' issue-level rating and '6' recovery rating on the proposed
second-lien term loan.
The stable outlook reflects S&P's view that the company will
continue demonstrating solid operating performance and generating
positive free operating cash flow (FOCF), enabling it to reduce its
S&P Global Ratings'-adjusted debt to EBITDA toward the low-7x area
during the next 12 months.
KKR & Co. is acquiring Merlin Acquisition Corp., the parent of
specialty protein processing solutions manufacturer Bettcher
Industries Inc.
Merlin Acquisition Corp. (Merlin) participates in the niche global
protein processing market. With revenues of about $160 million in
2020, Merlin is one of the smallest capital goods companies S&P
rates. Nonetheless, the company holds leading positions within a
variety of automation processing applications including trimmers,
scissors, and skinners. The company also benefits from a sizable
aftermarket installed base which supports stability and
profitability.
The company's scale and scope of operations is limited with
relatively low product and end-market diversification that is tied
to the consumption of pork, poultry, and beef. In addition, foreign
protein processing markets are more competitive and company has a
limited market share outside of the U.S. However, Merlin maintains
strong, long-tenured relationships with a diverse set of customers
that supports its aftermarket business and drives a higher margin
profile. S&P believes secular demand for protein consumption will
continue to increase, especially in countries that have
demonstrated higher levels of economic prosperity. Furthermore, the
need to automate the meat collection process as consumption rises
will support future volume growth.
S&P said, "We expect modest deleveraging over the next 12 months
given favorable demand trends and cost initiatives that focus on
both growing the topline and margin profile. We project elevated
debt to EBITDA of about 7.5x for 2021, compared with the low-5x
range in 2020, as a result of this proposed debt leveraging
transaction. We expect sales to increase in the mid-teen-percentage
area for 2021 driven by resilient demand and full-year contribution
from an acquisition made within the PSG Aftermarket segment. We
expect the company will focus on growth through market penetration
in foreign countries as well as increasing its aftermarket business
in its existing installed base. We also expect solid margin
performance, with S&P Global Ratings'-adjusted margins increasing
more than 650 basis points in 2021 given full year benefits of 2020
cost reduction initiatives, favorable pricing initiatives, and
continued fixed cost leverage. We anticipate the company will be
able to maintain margins in the mid- to high-20 percent area going
forward given its proportion of aftermarket sales and continuous
cost reduction initiatives. In our view, these factors will enable
the company to reduce its debt to EBITDA to the low-7x range in
2022. In addition, our assessment of the company's financial risk
incorporates its financial sponsor ownership and the potential that
leverage could remain high. Specifically, while we do not expect
KKR to pursue debt-funded dividends within the next year, we expect
it will opportunistically pursue acquisitions over time that could
keep leverage elevated."
Merlin will continue to generate positive FOCF as well as
demonstrate adequate liquidity and covenant headroom. S&P said, "We
anticipate the company will generate positive FOCF of approximately
$10 million-$15 million over the next 12 months, with support from
strong earnings from operations, partially offset by higher capital
expenditures and modest working capital outflows. We expect the
company to remain acquisitive, using excess cash and debt to fund
opportunities that support both its existing customer base and new
market growth." With modest cash on the balance sheet and full
availability on its credit facilities post-transaction, the company
should have adequate liquidity and covenant headroom to manage its
operating needs over the next 12 months.
The stable outlook on Merlin indicates S&P's expectation that it
will generate positive FOCF and maintain leverage in the low- to
mid-7x range over the next 12 months supported by growth in
aftermarket parts, new product innovations, and continuous cost
optimization initiatives.
S&P could lower its rating on Merlin if:
-- The company experiences a significant reduction in its original
equipment manufacturer (OEM) sales over the next 12 months that
drastically reduces earnings and causes its adjusted debt to EBITDA
to meaningfully deteriorate, such that S&P believes the capital
structure becomes unsustainable; or
-- The company's working capital or operating trends deteriorate
materially leading to negative FOCF, reduced liquidity, and
heightened risk of a covenant violation.
Although unlikely over the next 12 months given the additional debt
load, S&P could raise its rating on Merlin if:
-- S&P expects the company's adjusted debt to EBITDA to remain
consistently below 6.0x and anticipate its financial policies will
support this improved level of leverage over the long term,
inclusive of potential future acquisitions and shareholder returns;
and
-- The company increases its scale and diversifies its product
focus similar to other higher rated peers, while maintaining
positive FOCF and sufficient liquidity.
NEOVASC INC: To Participate in Sidoti Virtual Microcap Conference
-----------------------------------------------------------------
Neovasc Inc.'s management team will be participating in the Sidoti
December Virtual Microcap Conference to be held December 8-9, 2021.
Fred Colen, president and chief executive officer, will give a
presentation on Wednesday, December 8 at 3:15 pm EST.
A link to the live webcast of the presentation will be available in
the Investor Relations section of the Neovasc website at
https://www.neovasc.com/investors/. The recording will be archived
for 90 days.
About Neovasc Inc.
Neovasc -- www.neovasc.com -- is a specialty medical device company
that develops, manufactures and markets products for the rapidly
growing cardiovascular marketplace. The Company develops minimally
invasive transcatheter mitral valve replacement technologies, and
minimally invasive devices for the treatment of refractory angina.
Its products include the Neovasc Reducer, for the treatment of
refractory angina, which is not currently commercially available in
the United States (2 U.S. patients have been treated under
Compassionate Use) and has been commercially available in Europe
since 2015, and Tiara, for the transcatheter treatment of mitral
valve disease, which is currently under clinical investigation in
the United States, Canada, Israel and Europe.
Neovasc reported a net loss of $28.69 million for the year ended
Dec. 31, 2020, compared to a net loss of $35.13 million for the
year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had
$17.88 million in total assets, $15.90 million in total
liabilities, and $1.98 million in total equity.
Grant Thornton, LLP, in Vancouver, Canada, the Company's auditor
since 2002, issued a "going concern" qualification in its report
dated March 10, 2021, citing that the Company incurred a
comprehensive loss of $30.2 million during the year ended Dec. 31,
2020. These conditions, along with other matters, raise
substantial doubt about the Company's ability to continue as a
going concern as at Dec. 31, 2020.
NEUTRAL POSTURE: Gets Cash Collateral Access on Final Basis
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Victoria Division, has authorized Neutral Posture, Inc. to use cash
collateral on a final basis in accordance with the budget.
The Debtor requires the use of cash collateral to pay operating
expenses and obtain goods, services, or equipment needed to carry
on its business.
The Debtor says its assets appear to be subject to the pre-petition
liens of Chase Bank, including liens on Cash Collateral. However,
this is subject to the Debtor's investigation of lien perfection
and claims. The Debtor believes the cash it held as of the
Petition Date is not perfected.
Pursuant to the Court order, authority to use Cash Collateral will
terminate on the earlier of (a) the effective date of a confirmed
plan of reorganization, (b) the expiration of the time period
reflected in the Interim Budget, (c) any default by the Debtor in
any provision of the Order or the budget, (d) an order dismissing
the bankruptcy case or converting the case to a case under chapter
7 of the Bankruptcy Code, (e) the failure of the Debtor to maintain
insurance in such amounts and against such risks as are customarily
maintained by companies engaged in the same or similar businesses,
(f) entry of an order appointing or directing the election of a
trustee or an examiner under Bankruptcy Code sections 1104 or
1106(b), (g) entry of an order by the Bankruptcy Court authorizing
relief from stay by any person (other than the Chase) on or with
respect to all or any portion of the prepetition collateral with a
value in excess of $50,000, or (h) the filing of a pleading by the
Debtor objecting to or seeking to challenge the Chase's claims with
respect to Chase's prepetition liens upon Cash Collateral or the
prepetition collateral or otherwise asserting rights, claims or
causes of action against the Chase.
As adequate protection to the extent of any diminution in value of
Chase's collateral, Chase is granted, from and after the Petition
Date, a security interest in the Debtor's postpetition assets with
the same nature, extent, priority, and validity as the pre-petition
security interests held by Chase.
As additional adequate protection to the extent of any diminution
in value of Chase's collateral, Chase is granted senior priority
replacement liens and security interests in all assets of the
Debtor.
As additional adequate protection to the extent of any diminution
in value of Chase's collateral, Chase is granted a superpriority
administrative expense claim, which will have priority under
sections 503(b) and 507(b) of the Bankruptcy Code and otherwise
over all administrative expense claims and unsecured claims against
the Debtor and its estate.
The forms of adequate protection will be subordinate only to all
accrued and unpaid fees and expenses incurred by the Debtor's
professionals and allowed by the Court in an amount not to exceed a
maximum of 120,000.
A copy of the order and the Debtor's budget for November 2021 to
February 2022 is available at https://bit.ly/3oe3hhx from
PacerMonitor.com.
The Debtor projects $3,373,324 in net sales and $2,518,364 in total
cost of sales for the period.
About Neutral Posture, Inc.
Neutral Posture, Inc. is involved in the business of manufacturing
of ergonomic chairs and related items for the office. The Debtor
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. Tex. Case No. 21-60086) on November 1, 2021. In the
petition signed by Rebecca E. Boenigk, president and chief
executive officer, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Christopher Lopez oversees the case.
Tom A. Howley, Esq., at Howley Law, PLLC is the Debtor's counsel.
NEWSTREAM HOTEL: Unsecureds to Get Share of Income for 4 Years
--------------------------------------------------------------
Newstream Hotel Partners-ABQ, L.P., and Newstream Hotels &
Hospitality, LLC filed with the U.S. Bankruptcy Court for the
Eastern District of Texas a Joint Plan of Reorganization dated Nov.
29, 2021.
ABQ Debtor owns a full-service hotel, the SureStay Plus Hotel by
Best Western Albuquerque I40 Eubanks, located at 10330 Hotel Avenue
NE Albuquerque, New Mexico 87123 (the "Property"). HH Debtor is the
general partner of ABQ Debtor, but also owns equity interests in
two other entities which own hotels.
The Debtors each filed for relief under the SBRA provisions of
Chapter 11 of the Bankruptcy Code ("Subchapter V") on August 30,
2021. Shelter-in-place ordinances and related restrictions put in
place in response to the COVID-19 global pandemic precipitated a
significant decline in the Debtors' business. Although the Debtors'
business began rebounding somewhat prior to the Petition Date, the
Debtors were forced to file the case to address the lingering
effects of the decline.
The Plan will treat claims as follows:
* Class A4 consists of (a) Allowed Unsecured Claims against
ABQ Debtor in amounts of $5,000 or less, and (b) any holder of a
Class A5 Claim that elects to reduce its claim to $5,000 by so
selecting on its Ballot. Each holder of an Allowed Class A4 Claim
shall receive on or before the date that is 30 days from the
Effective Date, in full and final satisfaction of such claim, the
greater of 20% of its Allowed Unsecured Claim or $20. The Class A4
Convenience Class Claims are Impaired under the Plan.
* Class A5 consists of all other Allowed General Unsecured
Claims against the ABQ Debtor not placed in any other Class. Each
holder of an Allowed General Unsecured Claim shall receive, in full
and final satisfaction of such claim, its Pro Rata share of the ABQ
GUC Distribution Pool, which shall be calculated, funded, and
distributed annually from the Disposable Income of the Reorganized
ABQ Debtor. Distributions from the ABQ GUC Distribution Pool shall
be made in four annual distributions, with the first such
distributions taking place on the date that is 14 months after the
Effective Date (the "Initial GUC Distribution Date"), and the
second, third, and fourth distributions coming on the one-year
anniversary, second year anniversary, and third year anniversary of
the Initial GUC Distribution Date, respectively. The Class A5
Claims of the General Unsecured Creditors are Impaired.
* Class A6 consists of the Equity Interests in ABQ Debtor.
Holders of Equity Interests in ABQ Debtor shall retain their
interests in ABQ Debtor. The Class A6 Equity Interests are
Unimpaired.
* Class B1 consists of the Claims held by Access Point
Financial against HH Debtor, including any and all claims related
to any guaranties executed by HH Debtor. Access Point Financial
shall receive its Pro Rata share of annual distributions from the
HH GUC Distribution Pool, if any. Access Point Financial shall
temporarily be enjoined from exercising any rights it may have
under any pledge agreements or other collateral loan documents
executed by HH Debtor. The Class B1 Claims are Impaired.
* Class B2 consists of all other Allowed General Unsecured
Claims against the HH Debtor not placed in any other Class. Each
holder of an Allowed Class B2 Claim shall receive, in full and
final satisfaction of such claim, their Pro Rata share of the H&H
GUC Distribution Pool, which shall be calculated, funded, and
distributed annually from the Disposable Income of the Reorganized
ABQ Debtor. Distributions from the HH GUC Distribution Pool shall
be made in four annual distributions, with the first such
distributions taking place on the date that is 14 months after the
Effective Date (the "Initial GUC Distribution Date"), and the
second, third, and fourth distributions coming on the one-year
anniversary, second year anniversary, and third year anniversary of
the Initial GUC Distribution Date, respectively. The Class B2
Claims are Impaired.
* Class B3 consists of the Equity Interests in HH Debtor.
Holders of Equity Interests in HH Debtor shall retain their
interests in HH Debtor. The Class B3 Claims are Unimpaired.
Except as otherwise provided in this Plan, the Debtors shall each
continue to exists after the Effective Date as the Reorganized
Debtors in accordance with the applicable laws of the state of
Texas. On or after the Effective Date, without prejudice to the
rights of any party to a contract or other agreement, the
Reorganized Debtors may, in their sole discretion, take such action
as permitted by applicable law and the Reorganized Debtors'
organizational documents as the Reorganized Debtors may determine
is reasonable and appropriate.
The Reorganized Debtors shall each calculate its respective
Disposable Income for the immediately previous year, and shall
deposit such amount of Disposable Income in the applicable GUC
Distribution Reserve (i.e., the Reorganized ABQ Debtor shall
deposit in the ABQ GUC Distribution Reserve its Disposable Income
for the one year prior, and the Reorganized HH Debtor shall deposit
in the HH GUC Distribution Reserve its Disposable Income for the
one year prior) within 30 days of such calculation.
A full-text copy of the Joint Plan of Reorganization dated Nov. 29,
2021, is available at https://bit.ly/2ZHcRA1 from PacerMonitor.com
at no charge.
Counsel for the Debtors:
Jason P. Kathman
State Bar No. 24070036
Megan F. Clontz
State Bar No. 24069703
Misty A. Segura
State Bar No. 24033174
SPENCER FANE LLP
5700 Granite Parkway, Suite 650
Plano, Texas 75024
(972) 324-0300 – Telephone
(972) 324-0301 – Facsimile
Email: jkathman@spencerfane.com
Email: msegura@spencerfane.com
Email: mclontz@spencerfane.com
About Newstream Hotel
Newstream Hotel Partners - ABQ, LP owns a full-service hotel, the
SureStay Plus Hotel by Best Western Albuquerque I40 Eubanks,
located at 10330 Hotel Avenue NE, Albuquerque, N.M.
Newstream Hotel Partners - ABQ and affiliate Newstream Hotels &
Hospitality, LLC filed voluntary petitions for Chapter 11
protection (Bankr. E.D. Tex. Lead Case No. 21-41212) on Aug. 30,
2021. In their petitions, Newstream Hotel Partners listed up to
$10 million in both assets and liabilities while Newstream Hotels &
Hospitality listed up to $50,000 in assets and up to $10 million in
liabilities. Judge Brenda T. Rhoades oversees the cases. Spencer
Fane, LLP is the Debtors' legal counsel.
Access Point Financial, LLC f/k/a Access Point Financial, Inc., as
secured lender, is represented by:
Sean A. Gordon, Esq.
Austin B. Alexander, Esq.
Thompson Hine LLP
Two Alliance Center
3560 Lenox Road, Suite 1600
Atlanta, GA 30326-4266
Tel: (404) 541-2900
Fax: (404) 541-2905
NEXTPLAY TECHNOLOGIES: Board Appoints Farooq Moosa as Director
--------------------------------------------------------------
The Board of Directors of NextPlay Technologies, Inc. appointed
Farooq Moosa as an independent director of the company to fill the
vacant Board seat resulting from Stacey Riddell's resignation on
Nov. 9, 2021.
Mr. Moosa will hold the position until the company's next annual
meeting of shareholders or until his successor is elected and
qualified, subject to his earlier death, resignation or removal.
There is no arrangement or understanding between Mr. Moosa and any
other person pursuant to which Mr. Moosa was selected as a director
of the company. Other than the company's formal plan for
compensating its directors for their services, there are no plans,
contracts or arrangements or amendments to any plans, contracts or
arrangements entered into with Mr. Moosa in connection with his
appointment to the Board, nor are there any grants or awards made
to Mr. Moosa in connection therewith.
About NextPlay Technologies
NextPlay Technologies, Inc. (formerly known as Monaker Group Inc.)
is a technology solutions company offering gaming, in-game
advertising, crypto-banking, connected TV and travel booking
services to consumers and corporations within a growing worldwide
digital ecosystem. NextPlay's engaging products and services
utilize innovative AdTech, Artificial Intelligence and Fintech
solutions to leverage the strengths and channels of its existing
and acquired technologies. For more information about NextPlay
Technologies, visit www.nextplaytechnologies.com and follow us on
Twitter @NextPlayTech and LinkedIn.
Monaker Group reported a net loss of $16.51 million for the year
ended Feb. 28, 2021, compared to a net loss of $9.45 million for
the year ended Feb. 29, 2020. As of Aug. 31, 2021, the Company had
$103.77 million in total assets, $33.32 million in total
liabilities, and $70.44 million in total stockholders' equity.
Sugar Land, Texas-based TPS Thayer, LLC, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated June 7, 2021, citing that the Company has suffered recurring
losses from operations and has stockholders' deficit that raise
substantial doubt about its ability to continue as a going concern.
OECONNECTION LLC: S&P Affirms 'B-' ICR on Acquisition of OPSTrax
----------------------------------------------------------------
S&P Global Ratings affirmed all its ratings on OEConnection LLC,
including its 'B-' issuer credit rating on the company.
The affirmation reflects OEConnection's growing position in the
original equipment sales and services industry, its stable cash
flow generation, and its strong EBITDA margins in the low 40% area.
While leverage is elevated, it is not an immediate concern. The
company has demonstrated the ability to deleverage somewhat,
generates steady free cash flow, and has good business prospects;
however, its aggressive financial policy and acquisition strategy
offset these credit strengths. S&P said, "While we expect leverage
to remain very high, the company's business receives support from
highly recurring revenue with good visibility and a strong position
with large OEMs. We expect OEConnection's pro forma leverage to be
in the mid-10x area, including the preferred shares, as of the
close of the transaction and forecast its leverage will decline to
the high-9x area during the next 12 months on an expansion of its
organic revenue and EBITDA stemming from the integration and
synergy achievement from its acquired companies. Excluding the
preferred equity, OEConnection's pro forma leverage would be in the
mid-9x area as of the close of the transaction, and we expect
EBITDA interest coverage to remain above 2x during the forecast
period. We also expect the company's FOCF to debt to remain above
3% over the next 12 months and forecast it will generate FOCF of
$30 million-$35 million in 2022. Despite these expectations, our
view of OEConnection's credit quality is unchanged. We expect
OEConnection to continue its acquisition strategy to expand product
breadth and capabilities. More recently, it used a mix of cash and
a delayed draw term loan to fund its acquisitions of Verifacts and
Assured Performance Network, both of which are providers of repair
shop certification and network management." Both solutions are
complementary to OEConnection's expansion within the collision
segment and strengthen its position within the OEM ecosystem.
OPSTrax is a provider of OEM and aftermarket parts procurement and
logistics software. The company's procurement solutions cover the
entire repair cycle, and it has good penetration among multishop
operators, an area that OEConnection had previously not been
involved in. Multishop operators require more complex and
streamlined solutions to enhance efficiencies throughout repair
shops spread across different geographic areas. OPSTrax has
benefited from strong revenue growth, including a compound annual
growth rate of 17% over the past six years. S&P expects
OEConnection to use its established cost-synergy plan to reduce
duplicative functions and marginally enhance OPSTrax's EBITDA
margins, which are slightly lower than OEConnection's 41% margins.
Furthermore, the addition of OPSTrax's collision repair network
will expand the company's suite of products while enhancing its
customer stickiness.
OEConnection's aggressive financial policy and high risk tolerance
limit deleveraging.The company has a recent history of leveraging
up and then deleverageing over time. In 2019, its leverage pro
forma for its sponsor-to-sponsor sale was 10x. While the current
releveraging transaction reflects its high-risk tolerance,
OEConnection has demonstrated its ability to deleverage through
robust organic growth while also integrating smaller companies with
minimal disruption. OEConnection has used acquisitions to bolster
its offerings over the past several years, and S&P expects the
company will continue to pursue acquisitions, which it will likely
fund with additional debt over time.
S&P said, "The stable outlook reflects our expectation that
OEConnection LLC will support its high debt burden with continued
earnings growth, stable free cash flow generation from highly
recurring supply chain and e-commerce solutions, and full
integration of the OPSTrax, Verifacts, and APN acquisitions over
the next year. We expect the company to make investments in its
sales force and offerings that help fuel continued earnings growth
for deleveraging. We expect the company's FOCF to debt to remain
above 3% over the next 12 months and forecast it will generate FOCF
of $30 million-$35 million in 2022.
"We could lower the ratings if OEConnection's EBITDA expansion were
weaker than expected because of increased competition from
aftermarket parts, greater-than-expected dealer churn, or
diminished ability to implement price increases. Annual FOCF
generation falling toward break-even levels with no credible path
for deleveraging could lead to a downgrade because this could lead
us to believe the capital structure were unsustainable. We could
also lower the rating if weak performance led to an interest
coverage ratio approaching 1x.
"Any ratings upside is unlikely over the next 12 months because of
the company's elevated leverage. We could raise the rating if the
company continued its revenue growth trajectory, driven by price
increases and dealer network expansion, such that leverage were
below 7x on a sustained basis."
OMNIQ CORP: Closes Acquisition of Additional 26% of Dangot Computer
-------------------------------------------------------------------
OMNIQ Corp. has closed on its previously announced notice to
acquire an additional 26% of Dangot Computers Ltd. increasing
OMNIQ's ownership to 77%, effective from Oct. 1, 2021. The company
has paid $4,035,000 from its working capital and a straight loan
from an Israeli commercial bank.
Dangot is a profitable prominent player in the field of automation
and frictionless equipment. Its systems have gained an excellent
reputation and significant market share in the demanding Israeli
market, offering worldwide innovations to multiple verticals like
healthcare, retail, restaurants and warehouse automation.
Based on the five months of working together, management of OMNIQ
strongly believes that Dangot's innovative product offerings fit
OMNIQ's target markets, and as such will be leveraged by its strong
sales team in the US market. At the same time, OMNIQ believes it
can accelerate merging its AI products into the supply chain
customers served by both companies.
About omniQ Corp.
Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) --
http://www.omniq.com-- provides computerized and machine vision
image processing solutions that use patented and proprietary AI
technology to deliver data collection, real time surveillance and
monitoring for supply chain management, homeland security, public
safety, traffic and parking management and access control
applications. The technology and services provided by the Company
help clients move people, assets and data safely and securely
through airports, warehouses, schools, national borders, and many
other applications and environments.
Omniq Corp. reported a net loss attributable to common stockholders
of $11.31 million for the year ended Dec. 31, 2020, compared to a
net loss attributable to common stockholders of $5.31 million for
the year ended Dec. 31, 2019. As of June 30, 2021, the Company had
$35.86 million in total assets, $44.50 million in total
liabilities, and a total stockholders' deficit of $8.64 million.
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated March 31, 2021, citing that the Company has a deficit in
stockholders' equity, and has sustained recurring losses from
operations. This raises substantial doubt about the Company's
ability to continue as a going concern.
OUTLOOK THERAPEUTICS: Closes $57.5 Million Bought Deal Offering
---------------------------------------------------------------
Outlook Therapeutics, Inc. has closed its underwritten public
offering of 46,000,000 shares of common stock of the Company at a
price to the public of $1.25 per share, which includes the exercise
in full of the underwriter's option to purchase additional shares.
H.C. Wainwright & Co. acted as the sole book-running manager for
the offering.
The gross proceeds to Outlook Therapeutics, before deducting
underwriting discounts and commissions and offering expenses are
$57.5 million. Outlook Therapeutics intends to use the net
proceeds from the offering for working capital and general
corporate purposes, including in support of its ONS-5010
development program. The proceeds from this offering are expected
to provide funding through the anticipated approval of the ONS-5010
BLA expected in the first calendar quarter of 2023.
The shares of common stock are being offered by Outlook
Therapeutics pursuant to a shelf registration statement on Form S-3
(File No. 333-254778) originally filed with the Securities and
Exchange Commission on March 26, 2021 and declared effective by the
SEC on April 1, 2021. The offering of the shares of common stock
was made only by means of a prospectus, including a prospectus
supplement, forming a part of the effective registration statement.
A final prospectus supplement and accompanying prospectus relating
to, and describing the terms of, the offering have been filed with
the SEC and are available on the SEC's website at
http://www.sec.govand may also be obtained by contacting H.C.
Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY
10022, by telephone at (212) 856-5711 or e-mail at
placements@hcwco.com.
About Outlook Therapeutics
Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc.
-- http://www.outlooktherapeutics.com-- is a late clinical-stage
biopharmaceutical company working to develop the first FDA-approved
ophthalmic formulation of bevacizumab for use in retinal
indications, including wet AMD, DME and BRVO. If ONS-5010, its
investigational ophthalmic formulation of bevacizumab, is approved,
Outlook Therapeutics expects to commercialize it as the first and
only on-label approved ophthalmic formulation of bevacizumab for
use in treating retinal diseases in the United States, Europe,
Japan and other markets.
Outlook Therapeutics reported a net loss attributable to common
stockholders of $48.87 million for the year ended Sept. 30, 2020,
compared to a net loss attributable to common stockholders of
$36.04 million for the year ended Sept. 30, 2019. As of June 30,
2021, the Company had $32.88 million in total assets, $20.13
million in total liabilities, and $12.75 million in total
stockholders' equity.
KPMG LLP, in Philadelphia, Pennsylvania, the Company's auditor
since 2015, issued a "going concern" qualification dated Dec. 23,
2020, citing that the Company has incurred recurring losses and
negative cash flows from operations since its inception and has an
accumulated deficit of $289.7 million as of Sept. 30, 2020 that
raise substantial doubt about its ability to continue as a going
concern.
PANACEA LIFE: Closes $1M Private Placement Financing
----------------------------------------------------
Panacea Life Sciences Holdings, Inc. closed on the private
placement transaction previously disclosed on the company's Current
Report on Form 8-K filed on Nov. 24, 2021, and received a wire
transfer of $1,000,000.
About Panacea
Panacea Life Sciences Holdings, Inc. formerly known as Exactus Inc.
(OTCQB:EXDI) -- http://www.exactusinc.com-- is a Nevada
corporation organized under the name Solid Solar Energy, Inc in
2008 and renamed Exactus, Inc. in 2016. The Company has pursued
opportunities in Cannabidiol since 2019. During most of 2020 the
Company was engaged in marketing of hemp derived products sourced
from its leased farming operation.
Exactus reported a net loss of $10.94 million for the year ended
Dec. 31, 2020, compared to a net loss of $10.02 million for the
year ended Dec. 31, 2019. As of June 30, 2021, the Company had
$23.64 million in total assets, $11.62 million in total
liabilities, and $12.02 million in total stockholders' equity.
Henderson, NV-based RBSM LLP, the Company's auditor since 2014,
issued a "going concern" qualification in its report dated April
23, 2021, citing that the Company has an accumulated deficit,
recurring losses, and expects continuing future losses that raises
substantial doubt about the Company's ability to continue as a
going concern.
PAPER BLAST CO: Taps Bach Law Offices as Bankruptcy Counsel
-----------------------------------------------------------
Paper Blast Co. seeks approval from the U.S. Bankruptcy Court for
the Northern District of Illinois to employ Bach Law Offices, Inc.
to serve as legal counsel in its Chapter 11 case.
The Debtor needs the firm's assistance in negotiating with
creditors, preparing a Chapter 11 plan and disclosures statement,
examining and resolving claims filed against its bankruptcy estate,
and prosecuting adversary cases.
The firm will be paid at the rate of $425 per hour and reimbursed
for out-of-pocket expenses incurred.
The retainer fee is $12,000.
Paul Bach, Esq., a partner at Bach Law Offices, 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:
Paul M. Bach, Esq.
Bach Law Offices, Inc.
P.O. Box 1285
Northbrook, IL 60062
Tel: (847) 564-0808
Email: pnbach@bachoffices.com
About Paper Blast Co.
Paper Blast Co. filed a petition for Chapter 11 protection (Bankr.
N.D. Ill. Case No. 21-12790) on Nov. 9, 2021, listing up to $50,000
in assets and up to $1 million in liabilities. Judge A. Benjamin
Goldgar oversees the case. The Debtor is represented by Paul M.
Bach, Esq., at Bach Law Offices, Inc.
PBF HOLDING: S&P Affirms 'B' Issuer Credit Rating, Outlook Neg.
---------------------------------------------------------------
S&P Global Ratings affirmed the 'B' issuer credit rating and senior
unsecured debt ratings on PBF Holding Co. LLC. At the same time,
S&P affirmed the 'BB-' issue-level ratings on its senior secured
debt. The '1' recovery rating on the secured debt and '4' recovery
rating on the unsecured notes are unchanged.
S&P said, "We also affirmed our 'B' issuer credit rating and senior
unsecured debt ratings on PBF Logistics L.P. (PBFX). The '3'
recovery rating is unchanged.
"The negative outlook on PBF Holding reflects our view that
liquidity could deteriorate further if it cannot refinance its
upcoming debt maturities. The negative outlook on PBFX reflects
that on PBF Holding, its most significant customer, and the
refinancing risk for its 2023 maturities."
PBF Holding's refining margins continue to improve from 2020 levels
but some refinancing risk remains.
The company opportunistically repurchased approximately $230
million in principal of unsecured notes. It also repaid an
additional $75 million of debt at PBFX year-to-date. S&P said,
"With consolidated credit ratios continuing to improve, we forecast
the company to generate excess cash in 2022 as refining margins
remain within midcycle levels. Year-to-date, PBF Holding generated
a consolidated gross refining margin of $6.32 per barrel (bbl)
excluding special items, which has not been sufficient to cover its
operating expenses of approximately $6.36/bbl. That said, the third
fiscal quarter was better than the previous quarter and we expect
the margin environment to continue to improve in 2022 with
sufficient cash to meet its operating expenses."
Although performance has improved, the company faces refinancing
risk. There is $900 million outstanding on its asset-based lending
(ABL) facility and PBFX's entire capital structure comes due in
2023. Outside of its ABL, PBF Holding has no upcoming debt
maturities until 2025. S&P expects the company to amend or extend
the ABL's maturity (May 2023) and refinance its debt at PBFX before
it becomes current. PBFX's weighted average maturity is now roughly
two years, which is weighing on its credit quality.
The company has sufficient liquidity and S&P expects credit ratios
to improve through 2022.
The company has sufficient liquidity over the next 12 months, with
PBF Holding having more than $2.6 billion of liquidity as of Sept.
30, 2021, based on approximately $1.4 billion cash and availability
under its ABL facility. S&P forecasts PBF Holding's consolidated
credit ratios to continue to improve through 2022 with an average
gross refining margin per bbl, excluding special items, of
$8.00-$9.00. This results in an adjusted consolidated leverage
ratio between 4x and 5x in 2022.
S&P said, "We expect PBFX to continue to reduce the outstanding
borrowings on its revolver by approximately $20 million-$25 million
each quarter, which will partially offset the roughly $20 million
in EBITDA that the company will lose once its minimum volume
commitment (MVC) expires at year-end 2021. Its revolver has $125
million outstanding and matures in July 2023. On a stand-alone
basis, we expect PBFX to maintain an adjusted debt-to-EBITDA ratio
between 2.5x and 3x through 2022. We believe the improved leverage
profile positions the partnership to successfully refinance its
$525 million unsecured notes due May 15, 2023. That said, we
recognize its success depends on the credit quality of the PBF
enterprise. We continue to assess PBF Holding as a core subsidiary
of PBF Energy since it typically generates most of PBF Energy's
cash flows under a midcycle refining margin environment.
"The negative outlook reflects our expectation that although market
dynamics in the refining sector have improved, the company's credit
quality and liquidity could deteriorate further if it cannot
refinance its upcoming debt maturities."
S&P could lower the rating if:
-- The refining sector remains challenging for longer than
expected, such that liquidity deteriorates quicker than expected
and the company does not take additional steps to improve its
liquidity position.
-- The company does not amend or extend its ABL, which matures in
May 2023 before becoming current.
S&P could revise the outlook to stable if:
-- The refining sector improves quicker than anticipated,
stabilizing the business and producing positive free cash flow;
and
-- The company extends the tenor of its ABL facility.
The negative outlook reflects the refinancing risk related to its
upcoming debt maturities and its most significant customer, PBF
Holding.
S&P could lower the rating if:
-- S&P takes a similar action on PBF Holding; or
-- The company does not take steps to refinance its 2023 notes
before they become current.
S&P could revise the outlook to stable if:
-- S&P takes a similar action on PBF Holding; and
-- The partnership refinances its unsecured notes.
PEAK CUSTOM: Wins Cash Collateral Access Thru Jan 2022
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has
authorized Peak Custom Fabrication, Inc. to use cash collateral on
a final basis in accordance with the budget, with 15% variance.
Pre-petition, on January 11, 2021, the Debtor entered into a Loan
Authorization and Agreement, Promissory Note, and Security
Agreement with the United States Small Business Administration for
a secured disaster loan in the original principal balance of
$150,000.
Pre-Petition, the Debtor also entered into certain contracts for
which United Fire and Casualty Company and/or the Cincinnati
Insurance Company executed surety bonds on behalf of the Debtor as
principal. UFC and CIC assert equitable subrogation rights in the
proceeds of their respective Bonded Contracts, and further asserts
such rights are senior to the interest of any other party in the
proceeds of such contracts. CIC and UFC further assert all other
rights in the proceeds of the Bonded Contracts as may be conferred
by its indemnity agreement with the Debtor, financing statements,
or other security agreements.
UFC further asserts a secured interest in substantially all assets
of the Debtor pursuant to its Agreement of Indemnity with the
Debtor. The Debtor is still evaluating UFC's claim.
The Colorado Department of Revenue asserts a statutory first and
prior lien on the Debtor's assets resulting from unpaid sales tax
in the amount of $2,924.
As adequate protection for the Debtor's use of cash collateral, the
Debtor will provide the Secured Creditors with a post-petition lien
on all postpetition inventory and income derived from the operation
of the business and assets, to the extent that the use of the cash
results in a decrease in the value of the Secured Creditors'
interest in the collateral pursuant to 11 U.S.C. section 361(2).
All replacement liens will hold the same relative priority to
assets as did the pre-petition liens.
Beginning on December 1, 2021 and continuing on the first day of
each month thereafter, the Debtor will pay the CDOR adequate
protection payments in the amount of $500 per month.
The Debtor will also timely file and pay all post-petition taxes
and shall file all applicable delinquent reports and returns for
any pre- and post- petition periods on or before December 15,
2021.
A copy of the order and the Debtor's budget for October 2021 to
January 2022 is available at https://bit.ly/3IozfQr from
PacerMonitor.com.
The Debtor projects $584,993 in total receipts and $620,285 in
total disbursements for the period.
About Peak Custom Fabrication, Inc.
Peak Custom Fabrication, Inc. -- https://www.peakcustomfab.com/ --
is a custom metal fabrication, and steel construction and erecting
company serving Colorado, Arizona, Kansas, Nebraska, New Mexico,
Oklahoma, Texas, Utah, and Wyoming. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case
No. 21-15331) on October 21, 2021. In the petition signed by Nick
Goes, chief executive officer, the Debtor disclosed $1,188,504 in
assets and $3,836,990 in liabilities.
Judge Thomas B. McNamara oversees the case.
Keri L. Riley, Esq., at Kutner Brinen Dickey Riley, P.C. is the
Debtor's counsel.
PETROTEQ ENERGY: Signs Technology License Deal With Big Sky
-----------------------------------------------------------
Petroteq Energy Inc. has signed a technology license agreement for
the use of its proprietary oil sands extraction technology.
The Company has entered into a non-exclusive, non-transferable
technology licensing agreement dated for reference Oct. 27, 2021
with Big Sky Resources LLC, a company based in Rye, New York.
The Agreement grants to Big Sky the right to use Petroteq's
proprietary patented technology to design, construct, operate
and finance oil sands extraction plants for up to two locations
in the continental United States. Under the Agreement, Big Sky
has agreed to pay Petroteq a one-time, non-refundable license fee
of US$2 million, which will become payable upon the commencement
by Big Sky of construction of its first plant. The Agreement
further provides that Big Sky will pay Petroteq a five percent
royalty on the net revenue received by Big Sky from the
production, sale or other disposition of licensed product from
the plants, for so long as Petroteq continues to hold
enforceable and protected intellectual property rights in the
licensed technology in the United States.
Pursuant to the Agreement, Big Sky is obligated to engage Valkor
LLC (or an affiliate named by Valkor) as the sole and exclusive
provider of engineering, planning, and construction services for
all oil sands plants built by or under the direction or on behalf
of Big Sky. Big Sky has indicated it will work closely with
Valkor to identify plant locations in the State of Utah.
Dr. Gerald Bailey, Petroteq CEO, commented, "If Big Sky
successfully advances its plans to develop, build and operate up
to two oil sands plants utilizing our technology, the Company
would have a potential long-term revenue stream through a
royalty. I believe that our technology offers an eco-friendly
means of oil production. This is a sound environmental approach
to be a green energy solution for extracting the oil from the
soil. Our ability to license this technology provides us with
the opportunity to potentially realize non-disruptive sources of
income for the Company, while giving licensees like Big Sky the
ability to develop attractive oil sources for the benefit of the
communities being served."
About Petroteq Energy Inc.
Petroteq Energy Inc. -- www.Petroteq.energy -- is a clean
technology company focused on the development, implementation and
licensing of a patented, environmentally safe and sustainable
technology for the extraction and reclamation of heavy oil and
bitumen from oil sands and mineable oil deposits. Petroteq is
currently focused on developing its oil sands resources at Asphalt
Ridge and upgrading production capacity at its heavy oil extraction
facility located near Vernal, Utah.
Petroteq reported a net loss and comprehensive loss of $12.38
million for the year ended Aug. 30, 2020, compared to a net loss
and comprehensive loss of $15.78 million for the year ended Aug.
31, 2019.
Vancouver, British Columbia, Canada-based Hay & Watson, the
Company's auditor since 2012, issued a "going concern"
qualification in its report dated Dec. 15, 2020, citing that the
Company has had recurring losses from operations and has a net
capital deficiency, which raises substantial doubt about its
ability to continue as a going concern.
PHOENIX PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Phoenix Properties of Savannah, LLC
12345 Mercy Blvd.
Savannah, GA 31419
Business Description: Phoenix Properties of Savannah is primarily
engaged in renting and leasing real estate
properties.
Chapter 11 Petition Date: December 2, 2021
Court: United States Bankruptcy Court
Southern District of Georgia
Case No.: 21-40785
Judge: Hon. Edward J. Coleman III
Debtor's Counsel: James L. Drake, Jr., Esq.
JAMES L. DRAKE, JR., PC
PO Box 9945
Savannah, GA 31412
Tel: 912-790-1533
Fax: 912-790-1534
Email: jdrake@drakefirmpc.com
Total Assets: $0
Total Liabilities: $2,295,140
The petition was signed by John D. Northup, Jr. as managing
member.
The Debtor stated it has no creditors holding unsecured claims.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/F2ZUPLI/Phoenix_Properties_of_Savannah__gasbke-21-40785__0001.0.pdf?mcid=tGE4TAMA
PODS LLC: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
--------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on
portable storage lessor PODS LLC and its 'B' issue-level rating on
the company's secured term loan.
The stable outlook reflects S&P's expectation that the company's
credit metrics will remain commensurate with the current rating
supported by relatively strong demand conditions, at least through
the first half of 2022.
The company's operating performance has been very strong in 2021
because it continues to benefit from the increased storage and
moving activity amid the COVID-19 pandemic. PODS' 2021 operating
performance has benefitted from strong home sales and higher
residential relocations related to the pandemic (driven by remote
work and other changes to work and living arrangements), which is a
trend we expect will continue at least through early 2022. S&P
said, "Therefore, we project the company will increase its revenue
by 35%-40% in 2021 (compared with our previous expectation of about
10%) on strong fleet utilization and higher rental rates. We expect
the expansion in PODS' revenue to moderate to about 5%-15% in 2022
as market conditions moderate somewhat, though this will be partly
offset by the additional revenue contribution from its recent and
proposed franchise acquisitions. The company's 2021 operating
margins have also benefitted from its lower advertising expenses
amid the high demand for its services, though this is partly offset
by its higher transportation and labor-related expenses. However,
we continue to view PODS' operations as somewhat cyclical given
that the demand for portable residential storage and moving
generally depends on economic conditions, particularly home sales
and moves."
The company intends to use the net proceeds from the proposed $150
million incremental term loan to finance franchise acquisitions
totaling $140 million and will use the remaining proceeds for
general corporate purposes. S&P said, "Historically, PODS has
acquired and integrated many of its successful franchises and we
expect franchise acquisitions to remain a part of its growth plans.
Including the contribution from these acquisitions, we forecast the
company's funds from operations (FFO) to debt will remain in the
16%-19% range (compared with about 20% in 2020) while its EBIT
interest coverage stays above 2x through 2022 (compared with less
than 1x in 2020). We also expect PODS' debt to capital to remain
above 90% through the forecast period. The company's debt to
capital has increased from about 77% in 2020 due to the $450
million debt-financed dividend it completed in March 2021."
S&P said, "We continue to view PODS' financial policy as
aggressive. The company has a history of undertaking dividend
recapitalization transactions and issued additional debt in late
2017 to finance a $147 million dividend to its sponsor, Ontario
Teachers' Pension Plan (OTPP). More recently, PODS completed a $450
million dividend recapitalization transaction in March 2021. At the
time, we viewed the large dividend payout as indicative of a more
aggressive financial policy and revised our financial policy
assessment to FS-6 from FS-5. With dividends of about $500 million
paid to date through 2021 (including the $450 million transaction
in March 2021), we believe PODS will continue to periodically issue
dividend payouts to its private-equity sponsor when the opportunity
arises.
"We expect PODS to maintain its position as a niche provider of
portable storage, primarily to residential customers, over the near
term.The company's rental fleet comprises over 238,000 proprietary
storage containers that are smaller than standard marine cargo
containers. This allows PODS to serve its largely residential
customers, who typically have more limited storage needs than
commercial customers do. In addition, its branch network allows it
to transport and store containers throughout North America,
enabling it to serve customers relocating across regions and to
redeploy its assets where needed. Although the company benefits
from strong brand awareness and a national presence in the portable
storage subsegment, this is only a small part of the broader moving
and storage market. We view the overall U.S. moving and storage
market as highly fragmented, with each sector (full-service movers,
portable/containerized storage, truck rentals, etc.) dominated by a
mix of large and midsize national and regional participants. In
recent years, PODS has attempted to expand its commercial business
with limited success. While we don't expect the company's
end-market mix to change significantly in the near term (given the
high demand in the residential space), we believe it will focus on
expanding its commercial business over the longer term.
"The stable outlook on PODS reflects our expectation that its
credit metrics will remain commensurate with the current rating
supported by relatively strong demand conditions, at least through
the first half of 2022. We forecast the company's FFO to debt will
remain in the 16%-19% range (compared with about 20% in 2020) while
its EBIT interest coverage stays above 2x through 2022 (compared
with less than 1x in 2020). We also expect its debt to capital to
remain above 90% through the forecast period (compared with about
77% in 2020).
"We could lower our ratings on PODS over the next year if its
financial profile weakens such that its EBIT interest coverage
declines below 1.1x or its FFO to debt declines below 12% and its
debt to capital remains above 90% on a sustained basis." This could
occur if:
-- It pursues another large debt-financed dividend;
-- The revenue expansion in its key markets is substantially
weaker than S&P expects; or
-- It faces higher-than-anticipated labor or freight cost
pressures.
Although unlikely over the next 12 months, S&P could consider
raising its rating on PODS if:
-- Its debt to capital improves below 90% and its EBIT interest
coverage remains above 1.1x; and
-- S&P expects its sponsor to support its maintenance of these
improved credit metrics.
PPI LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: PPI, LLC
d/b/a PPI Aerospace
23514 Groesbeck Highway
Warren, MI 48089
Business Description: PPI Aerospace is a large Nadcap accredited
chemical process and surface engineering
facility focused on serving the specific
needs of suppliers to the Aerospace and
Defense industries.
Chapter 11 Petition Date: December 2, 2021
Court: United States Bankruptcy Court
Eastern District of Michigan
Case No.: 21-49385
Debtor's Counsel: Max J. Newman, Esq.
BUTZEL LONG, A PROFESSIONAL CORPORATION
Stoneridge West
41000 Woodward Avenue
Bloomfield Hills, MI 48304
Tel: (248) 258-1616
Email: newman@butzel.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Scott W. Thams as CFO-manager.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/2YWDGQY/Max_J_Newman_Esq_PPI_LLC_dba_PPI__miebke-21-49385__0004.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/VRJBKIQ/Max_J_Newman_Esq_PPI_LLC_dba_PPI__miebke-21-49385__0001.0.pdf?mcid=tGE4TAMA
PSP LOGISTICS: Case Summary & 9 Unsecured Creditors
---------------------------------------------------
Debtor: PSP Logistics Inc.
19810 87th Ave S Bldg F
Kent, WA 98031-1262
Business Description: PSP Logistics Inc. is a privately held
company in the warehousing and storage
business.
Chapter 11 Petition Date: December 1, 2021
Court: United States Bankruptcy Court
Western District of Washington
Case No.: 21-12172
Judge: Hon. Marc Barreca
Debtor's Counsel: Danial D. Pharris, Esq.
LASHER HOLZAPFEL SPERRY & EBBERSON PLLC
601 Union Street Ste 2600
Seattle, WA 98101-4000
Tel: 206-654-2408
Fax: 206-340-2563
E-mail: pharris@lasher.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by K. Scott Alleman as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's nine unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/25SI4IY/PSP_Logistics_Inc__wawbke-21-12172__0001.0.pdf?mcid=tGE4TAMA
PURDUE PHARMA: Judge Seeks Briefs on Bankruptcy Abuse Prior Ruling
------------------------------------------------------------------
Jeremy Hill of Bloomberg News reports that U.S. District Judge
Colleen McMahon has asked parties in the Purdue Pharma LP opioid
settlement appeal to brief her on whether or not aspects of the
OxyContin maker's bankruptcy plan are "abusive," an issue she
highlighted at the end of a hearing Tuesday, November 30, 2021.
In a letter posted to the court docket, Judge McMahon urged parties
involved in the case to weigh in by the morning of Dec. 6, 2021.
McMahon said she will "try" to render a ruling sometime next week
on whether to uphold, reject or send Purdue's opioid settlement
back to U.S. Bankruptcy Judge Robert Drain.
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.
R H INDUSTRIES: Taps C. Taylor Crockett as Bankruptcy Counsel
-------------------------------------------------------------
R H Industries, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Alabama to employ C. Taylor Crockett,
PC to serve as legal counsel in its Chapter 11 case.
The firm will be paid at the rate of $425 per hour and reimbursed
for out-of-pocket expenses incurred.
The retainer fee is $3,500.
C. Taylor Crockett, Esq., disclosed in a court filing that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached at:
C. Taylor Crockett, Esq.
C. Taylor Crockett, PC
2067 Columbiana Road
Birmingham, AL 35216
Tel: (205) 978-3550
Email: taylor@taylorcrockett.com
About R H Industries LLC
R H Industries, LLC filed a petition for Chapter 11 protection
(Bankr. N.D. Ala. Case No. 21-02749) on Nov. 24, 2021, listing as
much as $500,000 in both assets and liabilities. C. Taylor
Crockett, PC serves as the Debtor's legal counsel.
RVS CONSIGNMENTS.COM: Continued Operations to Fund Plan
-------------------------------------------------------
Debtor RVS Consignments.com LLC filed with the U.S. Bankruptcy
Court for the Western District of Washington a Small Business Plan
of Reorganization dated Nov. 29, 2021.
RVS Consignments.com LLC is a for-profit Limited Liability Company
based in Rochester Washington. In business since 2008, its primary
business is consigning recreational vehicles and other vehicles
either for temporary housing, or to individuals for recreations
use.
RVS's financial projections shows that the Debtor will have
projected disposable income for the proposed 60 months of plan
payments of $1,000 a month. The numerical projections are based
upon of successful operations with positive cash flow and
experience in the business.
The Plan will treat claims as follows:
* Class 1 consists of the Unsecured claim of Capital Financial
LLC. This is an unsecured claim that the debtor intends to object
to this creditor's proof of claim because the debtor does not
believe that Capital Financial LLC is owed anything. This claim
will be paid pro rata to the extent their claim, if any, is proved.
This class is impaired.
* Class 2 consists of all creditors with allowed, unsecured,
non-priority claims of equal or more than $2,000 allowed under 11
U.S.C. § 502. To date, $896,500 is the total amount of claims for
this class. This claim will be paid pro rata. This class is
impaired.
* Class 3 consists of all creditors with allowed, unsecured,
non-priority claims of less than $2,000 allowed under 11 U.S.C. §
502, including any creditor holding a claim of more than $2,000.
This claim will be paid pro rata. This class is impaired.
The Debtor's Amended Plan of Reorganization proposes to pay
creditors of RVS from future income, consignments and operating the
business.
The Debtor believes that, in the beginning, it will be able to pay
about $1,000 per month to the Plan. The income and expenses of the
business will need to reviewed yearly to determine if additional
income has been generated, requiring a modification of the Plan
filed to reflect the greater amounts of income. Such modification
may result in unsecured creditors being paid additional amounts.
The Plan is predicated upon income as set forth in the projections.
Debtor believes the projections are reasonable. Additionally, it is
anticipated that the Debtor will consign any number of vehicles
over the course of the next one to five years and will take the
proceeds and use that to significantly pay down the debts.
A full-text copy of the Plan of Reorganization dated Nov. 29, 2021,
is available at https://bit.ly/3rtMV6r from PacerMonitor.com at no
charge.
Attorney for Debtor:
LAW OFFICES OF DAVID SMITH, PLLC
David C. Smith, WSBA #29824
201 Saint Helens Avenue
TACOMA, WASHINGTON 98402
TELEPHONE (253) 272-4777
FAX (253) 461-8888
About RVS Consignments.com
RVS Consignments.com LLC is an RV dealer in Washington State. It
filed a Chapter 11 bankruptcy petition (Bankr. W.D.W. Case No.
21-41184) on July 15, 2021. In the petition signed by Ronald
Blair, managing member, the Debtor disclosed $1,244,197 in assets
and $936,789 in liabilities. The Hon. Brian D. Lynch oversees the
case. David C. Smith, Esq. of LAW OFFICES OF DAVID SMITH, PLLC, is
the Debtor's Counsel.
SANTA FE ARCHDIOCESE: 2nd Online Auction Scheduled for January
--------------------------------------------------------------
Chris Keller of Albuquerque Business First reports that the second
online auction of Archdiocese of Santa Fe properties scheduled for
January 2022.
Bidding on more than 400 properties and land parcels owned by the
Roman Catholic Church of the Archdiocese of Santa Fe is scheduled
to begin in January 2022.
SVN Auction Services, which was appointed as an auctioneer in the
Archdiocese's ongoing bankruptcy case, announced on Tuesday that
its second online auction will begin on Jan. 31, 2022. Bidding
will end on Feb. 7, 2022.
The 427 parcels have been organized into 80 total offerings of
different sizes and uses, including residential, commercial and
special uses, said David E. Gilmore, the marketing and operations
manager for SVN Auctions and Walt Arnold's Albuquerque-based SVN
team. Parcels are located in 16 counties throughout New Mexico,
and some are being sold individually while others will be sold as a
package, he said.
The auction website will be live on Jan. 3, 2022, with all of the
available parcels listed with accompanying information for
potential bidders to review and conduct their own independent due
diligence investigation and underwriting.
An initial online auction took place in September and featured 140
parcels throughout Bernalillo, Sandoval and Valencia counties.
Opening bids started between $500 and $1,000.
The online auction became necessary after a December 2018, Chapter
11 reorganization bankruptcy stemming from child sexual abuse
claims filed against the Archdiocese. The claims led to nearly 300
settlements, according to the Albuquerque Journal.
The online auction will be led by Louis B. Fisher III, the national
director for SVN Auction Services LLC and Gilmore, the marketing
and operations manager for SVN Auctions and Walt Arnold's
Albuquerque-based SVN team.
About the Archdiocese of Santa Fe
The Roman Catholic Church of the Archdiocese of Santa Fe --
https://www.archdiosf.org/ -- is an ecclesiastical territory or
diocese of the southwestern region of the United States in the
state of New Mexico. At present, the Archdiocese of Santa Fe covers
an area of 61,142 square miles. There are 93 parish seats and 226
active missions throughout this area.
The Archdiocese of Santa Fe sought Chapter 11 protection (Bankr.
D.N.M. Case No. 18-13027) on Dec. 3, 2018, to deal with child abuse
claims. It reported total assets of $49,184,579 and total
liabilities of $3,700,000 as of the bankruptcy filing. Judge David
T. Thuma oversees the case.
The archdiocese tapped Elsaesser Anderson, Chtd. and Walker &
Associates, P.C., as bankruptcy counsel, Stelzner, Winter,
Warburton, Flores, Sanchez & Dawes, P.A as special counsel, and
REDW LLC as accountant.
SEMILEDS CORP: Incurs $2.9 Million Net Loss in FY Ended Aug. 31
---------------------------------------------------------------
SemiLEDs Corporation filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$2.86 million on $4.74 million of net revenues for the year ended
Aug. 31, 2021, compared to a net loss of $547,000 on $6.07 million
of net revenues for the year ended Aug. 31, 2020.
As of Aug. 31, 2021, the Company had $18.24 million in total
assets, $13.61 million in total liabilities, and $4.63 million in
total equity.
Diamond Bar, California-based KCCW Accountancy Corp., the Company's
auditor since 2019, issued a "going concern" qualification in its
report dated Dec. 29, 2021, citing that the Company incurred
recurring losses from operations and has an accumulated deficit,
which raises substantial doubt about its ability to continue as a
going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1333822/000156459021058603/leds-10k_20210831.htm
About SemiLEDs
Headquartered in Miao-Li County, Taiwan, R.O.C., SemiLEDs --
http://www.semileds.com-- develops and manufactures LED chips and
LED components for general lighting applications, including street
lights and commercial, industrial, system and residential lighting,
along with specialty industrial applications such as ultraviolet
(UV) curing, medical/cosmetic, counterfeit detection, horticulture,
architectural lighting and entertainment lighting.
SEMPER UTILITIES: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtor: Semper Utilities, LLC
16 Canyon Drive
Berlin, NJ 08009-0000
Case No.: 21-19326
Involuntary Chapter
11 Petition Date: December 2, 2021
Court: United States Bankruptcy Court
District of New Jersey
Petitioners' Counsel: Edward J. Altabet, Esq.
COHEN SEGLIAS PALLAS GREENHALL &
FURMAN PC
55 Broadway, Suite 901
New York, NY 10006-0000
Tel: 212-871-7019
Email: ealtabet@cohenseglias.com
- and -
Douglas T. Tabachnik, Esq.
LAW OFFICES OF DOUGLAS T. TABACHNIK, P.C.
63 West Main Street
Suite C
Freehold, NJ 07728-0000
Tel: 732-780-2760
Email: dtabachnik@dttlaw.com
A full-text copy of the Involuntary Petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/4TZ3TKY/Semper_Utilities_LLC__njbke-21-19326__0001.0.pdf?mcid=tGE4TAMA
Alleged creditors who signed the petition:
Petitioner Nature of Claim Claim Amount
---------- --------------- ------------
TruConTra Power, LLC Account Payable $890,413
3120 W Carefreee Highway
Ste 1-440
Phoenix, AZ 85086-0000
Edison Power Constructors, Inc. Judgment $5,570,083
3450 N Higley Rd
Mesa, AZ 85215-0000
Chym IV Ventures, LLC Secured Loan $0
c/o Ravin Greenberg, LLC
24 Commerce Street
SZY Holdings, LLC Secured Loan $0
300 Liberty Avenue
Brooklyn, NY 11207-0000
A full-text copy of the Involuntary Petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/4TZ3TKY/Semper_Utilities_LLC__njbke-21-19326__0001.0.pdf?mcid=tGE4TAMA
STATERA BIOPHARMA: FDA Lifts Clinical Hold on Entolimod
-------------------------------------------------------
The U.S. Food and Drug Administration (FDA) has lifted the clinical
hold placed on Statera Biopharma, Inc.'s Entolimod research and
development activity in acute radiation syndrome (ARS). Based on
the Company's response, the FDA acknowledged that the Company
satisfactorily addressed historical regulatory matters.
"We are pleased that the FDA's clinical hold questions have been
successfully addressed, allowing us to continue our clinical work
in ARS and explore new indications for Entolimod in hematology,
specifically treatment of neutropenia and anemia in cancer
patients," said Michael K. Handley, president and chief executive
officer, Statera Biopharma. "We look forward to accelerating the
development of Entolimod as part of our mission to introduce a new
generation of immunotherapies targeting serious medical needs."
Based on the data demonstrating efficacy and safety in acute
radiation syndrome, Statera intends to evaluate ongoing development
requirements and medical needs for Entolimod.
In addition, Statera is establishing a development program in
Oncology and Hematology based on the potential that toll-like
receptor 5 agonists, such as Entolimod, have shown in the treatment
of neutropenia and anemia in cancer patients. Discussions are
underway with a renowned U.S. academic institution to initiate the
first study of Entolimod in this new area of focus in 2022.
About Statera
Statera Biopharma, Inc. (formerly known as Cytocom, Inc. and
Cleveland Biolabs) is a clinical-stage biopharmaceutical company
developing novel immunotherapies targeting autoimmune,
neutropenia/anemia, emerging viruses and cancers based on a
proprietary platform designed to rebalance the body's immune system
and restore homeostasis.
Cleveland Biolabs reported a net loss of $2.44 million for the year
ended Dec. 31, 2020, compared to a net loss of $2.69 million for
the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company
had $98.04 million in total assets, $23.84 million in total
liabilities, and $74.19 million in total stockholders' equity.
SUMMIT FAMILY: Amended Liquidating Plan Confirmed by Judge
----------------------------------------------------------
Judge Michael E. Romero has entered an order confirming the Amended
Plan of Liquidation for Small Business filed by Summit Family
Restaurants, Inc.
The provisions of Chapter 11 of the Bankruptcy Code have been
complied with, in that the Plan has been proposed in good faith and
not by any means forbidden by law. That all insiders involved in
the Debtor's post-confirmation activities are disclosed in the Plan
along with their relationships to the Debtor.
Moreover, each holder of a claim or interest has accepted the Plan
or will receive or retain under the Plan property of a value, as of
the effective date of the Plan, that is not less than the amount
that such holder would receive or retain of the Debtor were
liquidated under Chapter 7 of the Code.
A full-text copy of the Plan Confirmation Order dated Nov. 29,
2021, is available at https://bit.ly/3EeAfE1 from PacerMonitor.com
at no charge.
About Summit Family Restaurants
Scottsdale, Ariz.-based Summit Family Restaurants Inc. owns and
operates Denver restaurant Casa Bonita. The restaurant, which
opened in 1974, shut its doors in March 2020, at the beginning of
the COVID-19 pandemic.
Summit's parent, Star Buffet, Inc., owns and operates restaurants
in several western states, Oklahoma and Florida. It operates
restaurants under the HomeTown Buffet, JB's Restaurants,
BuddyFreddys, JJ North's Country Buffet, Holiday House, Casa
Bonita, and North's Star Buffet names. Star Buffet's restaurants
provide customers with a variety of fresh food at moderate prices.
Summit Family Restaurants filed a petition under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
21-02477) on April 6, 2021. The Debtor disclosed total assets of
$3.682 million and total liabilities of $4.425 million as of March
31, 2021.
On June 23, 2021, the Debtor's Chapter 11 proceeding was
transferred to the U.S. Bankruptcy Court for the District of
Colorado and was assigned a new case number (Case No. 21-13328).
Judge Brenda K. Martin oversees the case. Kutner Brinen Dickey
Riley, PC, serves as the Debtor's legal counsel.
TASEKO MINES: Unveils New Labour Deal With Gibraltar Mine Workers
-----------------------------------------------------------------
Taseko Mines Limited's unionized workforce at the Gibraltar Mine
has ratified a new, long-term labour agreement. The new agreement
will be in place until May 31, 2024.
Stuart McDonald, president and CEO, commented, "We would like to
thank all parties involved for their hard work and commitment to
the collective bargaining process. We believe the agreement
reached this month will set the stage for successful operations at
Gibraltar for years to come, with resulting benefits for all Taseko
stakeholders, including our employees and the people and
communities of the Cariboo region."
Mr. McDonald continued, "Recent flooding in southern British
Columbia has not had any impact on production at the Gibraltar
Mine, but damage to rail and highway infrastructure has prevented
transportation of copper concentrate to the Port of Vancouver over
the last two weeks. Rail service is now resuming and is expected
to gradually return to normal, but the recent disruptions will
impact fourth quarter sales volumes which could be significantly
lower than copper production for the period. Any excess
concentrate inventory at year-end will be sold in the first quarter
of 2022."
For further information on Taseko, please visit the Taseko website
at www.tasekomines.com or contact: Brian Bergot, Vice President,
Investor Relations - 778-373-4533 or toll free 1-877-441-4533
About Taseko
Taseko Mines Limited -- http://www.tasekomines.com-- is a mining
company focused on the operation and development of mines in North
America. Headquartered in Vancouver, Taseko operates the
state-of-the-art Gibraltar Mine, the second largest copper mine in
Canada.
Taseko Mines reported a net loss of C$23.52 million for the year
ended Dec. 31, 2020, compared to a net loss of C$53.38 million for
the year ended Dec. 31, 2019.
* * *
As reported by the TCR on Aug. 31, 2020, Moody's Investors Service
revised the rating outlook for Taseko Mines Limited to stable from
negative. At the same time, Moody's affirmed Taseko's Corporate
Family Rating (CFR) at Caa1, its Probability of Default Rating at
Caa1-PD and its senior secured note ratings at Caa1. "The outlook
revision to stable reflects our expectation the company will
generate marginally positive free cash flow as copper prices have
strengthened," said Jamie Koutsoukis, Moody's vice president,
senior analyst.
THAI STK: Unsecured Creditors Will Get 30% Dividend in Plan
-----------------------------------------------------------
Thai Stk, Inc., filed with the U.S. Bankruptcy Court for the
Northern District of California a Plan of Reorganization for Small
Business dated Nov. 29, 2021.
Thai Stk, Inc. d/b/a "Thai Stick Restaurant" first opened in 1992
as a sole proprietorship. In 2010, Thai Stk, Inc. incorporated in
the State of California (Cal. Corp No. C3281955).
Prepetition, Thai Stk, Inc. ran into 2 problems: 1) the Covid-19
Pandemic and 2) a wage and hour lawsuit filed by former employees.
Although Thai Stk, Inc. reached a confidential compromise of
controversy with the wage and hour former employees (the "PAGA
Plaintiffs") prepetition, a decrease in revenue brought on by the
Covid-19 pandemic caused Thai Stk, Inc. to fall behind in
settlement payments. When a private workout of the Debtor's
pre-petition debt – including but not limited to the Breach of
Contract case – proved unworkable, Thai Stk, Inc. elected to seek
bankruptcy protection and reorganize under chapter 11 Subchapter
V.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $3,265.12. The final Plan
payment is expected to be paid on February 1, 2025.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 30 cents on the dollar. This Plan also provides
for the payment of administrative and priority claims.
The Plan will treat claims as follows:
* Class 2A consists of the Secured claim of AFCO Credit
Corporation. AFCO Credit Corporation shall retain its lien against
the collateral (unearned insurance premiums). Debtor shall pay AFCO
Credit Corporation 1 payment of $491.05 on the Effective Date in
full satisfaction of its claim.
* Class 3A consists of the claim of PG&E PO BOX 8329 C/O
BANKRUPTCY DEPT STOCKTON, CA 95208. Claim 5-1 in the amount of
$2,872.15 is allowed in full and paid at a 100% dividend at a
monthly rate of $119.67 over a 24 month term.
* Class 3B consists of Wells Fargo Bank Claim 1-1 and Claim
3-1 for PPP Loans. The Debtor will pay Class 3B $0.00. Claim 3-1
(in the amount of $10,971.24) was forgiven post-petition on
September 16, 2021. The Debtor is reasonably optimistic that Claim
1-1 (in the amount of $14,171.30) also will be forgiven as soon as
the Debtor is allowed to submit the forgiveness application. In the
event that Claim 1-1 is not forgiven, Claim 1-1 shall receive the
same dividend as Class 3C.
* Class 3C consists of All other nonpriority, non-insider
unsecured creditors. Class 3C shall receive a 30% dividend.
* Class 3D consists of Insider Loans. Mr. Punsak
Polemahasuppapole lent the Debtor $50,000.00 in the 2 years
preceding the August 31, 2021 petition date. Mr.
Polemahasuppapole's loans will be paid at $0.00.
* Class 4 consists of Equity security holders of the Debtor.
Mr. Punsak Polemahasuppapole shall retain 100% of all equity
security rights in the Debtor.
The Debtor will retain possession of the property of the estate.
The Debtor, will continue to operate Thai Stick Restaurant at the
leasehold address 301 El Camino Real, Millbrae, California, 94030.
Punsak Polemahasuppapole will continue to receive hybrid
compensation in bi-weekly payroll of $1,600.00 per payroll and
monthly (non-payroll) distribution of $7,885.33. The Debtor will
pledge all disposable income generated from Thai Stick Restaurant
to the estate for the 36 month commitment term.
First, the Debtor will pay all secured claims and priority
unsecured claims in full on the Effective Date. The Debtor also
will pay the administrative priority claim of the Subchapter V
Trustee, Mr. Mark Sharf, in full, on the Effective Date, or, if
later, following Court approval, from resources set aside for
Effective Date Payments.
Second, for months 1-10, or if later, following Court approval, the
Debtor will pay any and all court-approved administrative expenses
of Debtor's counsel, Mr. Matthew Metzger, Belvedere Legal. PC.
Third, for months 11-26, the Debtor will pay all Class 3C claims at
an estimated dividend of 30%.
A full-text copy of the Plan of Reorganization dated Nov. 29, 2021,
is available at https://bit.ly/3rEJfPB from PacerMonitor.com at no
charge.
About Thai STK Inc.
Thai Stk, Inc., operates a restaurant at the leasehold address 301
El Camino Real, Millbrae, California. It filed a Chapter 11
bankruptcy petition (Bankr. N.D. Calif. Case No. 21-30613) on Aug.
31, 2021, disclosing up to $50,000 in assets and up to $500,000 in
liabilities. Judge William J. Lafferty oversees the case. The
Debtor is represented by Belvedere Legal, PC.
TIANJIN JAHO: Taps New Guardian as Real Estate Debt Advisor
-----------------------------------------------------------
Tianjin Jaho Investment, Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of Washington to employ
New Guardian Advisors, LLC.
The Debtor requires a private real estate debt advisor to provide
expert testimony at the hearing to consider confirmation of its
Chapter 11 plan of reorganization, which is scheduled for Dec. 17.
The Debtor expects Construction Loan Services II, a senior secured
creditor, to contest confirmation in case they do not agree on the
value of its newly completed 42-unit apartment complex in Everett,
Wash., and on the amount of runway it should have in order to
consummate a sale or refinance transaction.
As the Debtor's advisor, New Guardian will provide expert testimony
that the value of the Everett property adequately protects
Construction Loan Services sufficient to permit an orderly
disposition of the property.
New Guardian will charge between $10,000 and $30,000 in fees for
its services.
Ken Miller, president of New Guardian, disclosed in a court filing
that he and his firm are each "disinterested" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Ken Miller
New Guardian Advisors, LLC
2269 Chestnut Street 115
San Francisco, CA 94123
About Tianjin Jaho Investment
Houston-based Tianjin Jaho Investment, Inc. filed its voluntary
petition for Chapter 11 protection (Bankr. W.D. Wash. Case No.
21-11047) on May 26, 2021, listing as much as $50 million in both
assets and liabilities. Charles Xi, president, signed the
petition.
Judge Christopher M. Alston presides over the case.
The Debtor tapped the Law Office of Marc S. Stern as legal counsel;
Paul Taggart as accountant; The Rental Connection Inc. as property
manager and leasing agent; and New Guardian Advisors, LLC as
private real estate debt advisor.
TUKHI BUSINESS: Seeks Cash Collateral Use
-----------------------------------------
Tukhi Business Group, LLC asks the U.S. Bankruptcy Court for the
Central District of California, Santa Ana Division, for authority
to use cash collateral in accordance with the proposed budget, with
a 10% variance.
The Debtor requires the use of cash collateral to continue its
operations and reorganize.
The Debtor has a single secured creditor as of the date of filing,
Joseph S. Cerni, who is owed $639,822. That obligation is secured
by the Debtor's Real Property located at 11332 N. Hewes Street,
Orange, CA 92869 which is a Duplex Family Residential property.
The Debtor estimates the subject property value is $1,000,000 based
on comparable sales and the Debtor's knowledge of area.
The Debtor's Real property is fully occupied and generate $5,500
every month as rental income.
As adequate protection to the Secured Creditor, the Debtor offers
(a) equity in the collateral above each respective lien; (b) the
maintenance of the property and (c) payments in these amounts to
creditors:
First Lien Holder $2,000.00
Property Taxes $682.66
Property Insurance $112.50
Maintenance of Collateral $500.00
----------
Total monthly payment offered $3,295.16
The Debtor has proposed a monthly budget through the date of
confirmation of a Chapter 11 plan or dismissal of the case. As
some expenses, such as insurance, may not be required to be paid
every month, to the extent that the amount allotted to a particular
expense in a particular month is not used during that month, the
Debtor seeks permission to use that amount in subsequent months to
pay that particular expense for the duration of the period in which
the Debtor has access to cash collateral.
A copy of the order and the Debtor's budget for December 2021 to
May 2022 is available at https://bit.ly/3dctw1C from
PacerMonitor.com.
The Debtor projects $33,000 in total rental income and $19,771 in
total expenses for the the period.
About Tukhi Business Group, LLC
Tukhi Business Group, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-12090) on August
27, 2021. In the petition filed by Ahmad J. Tukhi, manager/agent
for service of process, the Debtor disclosed up to $1 million in
both assets and liabilities.
Judge Scott C. Clarkson oversees the case.
Onyinye N. Anyama, Esq., at Anyama Law Firm, A Professional
Corporation, represents the Debtor as counsel.
UNITED DISPENSER: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
The U.S. Trustee for Region 21, until further notice, will not
appoint an official committee of unsecured creditors in the Chapter
11 case of United Dispenser Services, Inc., according to court
dockets.
About United Dispenser Services Inc.
United Dispenser Services, Inc. sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
21-20340) on Oct. 28, 2021, listing under $1 million in both assets
and liabilities.
Judge Peter D. Russin oversees the case.
Chad Van Horn, Esq., at Van Horn Law Group, P.A. represents the
Debtor as legal counsel.
VECTOR GROUP: S&P Upgrades ICR to 'B+', Outlook Stable
------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.-based
Vector Group Ltd. to 'B+' from 'B' because it anticipates continued
satisfactory tobacco profitability, with S&P Global
Ratings-adjusted leverage sustained below 5x. S&P also raised its
senior secured note rating to 'BB' from 'BB-' while maintaining its
'1' recovery rating.
S&P said, "We affirmed our 'B-' rating on the senior unsecured
notes; however, we revised our recovery rating to '6', indicating
that creditors could expect negligible (0%-10%, rounded estimate
0%) recovery in the event of a payment default, from '5'. The lower
recovery rating reflects the loss of value from spinning off
Douglas Elliman. Our rating actions assume the spin-off occurs; in
the unlikely event it does not, we will reassess our ratings.
"The stable outlook reflects our expectation for continued steady
profitability in the tobacco business and moderate investment in
the remaining real estate development business such that the
company maintains adjusted leverage between 4x-4.5x and
discretionary cash flow (DCF) totals about $45 million annually."
U.S.-based Vector Group Ltd. announced its intention to transact a
100% tax-free spin-off of its Douglas Elliman residential real
estate brokerage business to stockholders. S&P's business risk
assessment on Vector is not affected since the tobacco unit, which
has historically accounted for more than 90% of profits, remains
the primary competitive position driver.
S&P said, "The rating upgrade reflects our expectation that Vector
will sustain healthy profits and adjusted leverage below 5x.
Management has a solid track record of successfully managing
tobacco pricing and volumes as demonstrated by its 20-year upward
profit trajectory. We assume adjusted EBITDA will remain healthy
(about 45% S&P Global Ratings-adjusted EBITDA margin) as Vector's
price-fighting brand Montego grows volumes, while higher-priced
Eagle 20s and Pyramid harvest profits on price increases. Moreover,
Vector has demonstrated less aggressive financial policies over the
past two years, as evidenced by the 50% dividend cut in the first
quarter of 2020 and reduction of S&P Global Ratings-adjusted
leverage to 4x as of Sept. 30, 2021 (pro forma for the Douglas
Elliman spin-off) from over 6x in 2018."
Vector has also proactively managed its debt maturities while
maintaining a sizable cash balance and investment portfolio.
Earlier this year the company refinanced its $850 million 6.125%
secured tobacco note due 2025 with an $875 million 5.75% secured
note due 2029 (albeit with a springing 2026 maturity). S&P said,
"We assume the company will address the maturity of its $555
million senior unsecured notes due 2026 well before maturity. Pro
forma for the Douglas Elliman spin-off, Vector's cash balance
totals about $310 million and its short-term investment portfolio
(primarily consisting of high-quality assets) aggregates $155
million. Vector also holds real estate ($84 million) and other
long-term investments ($58 million), which we view as illiquid."
Vector's excess liquidity could provide it with added flexibility
to withstand potential problems. However, S&P's view of the
business risk (particularly its narrow focus on the discount
cigarette industry), lack of a financial policy commitment
(including a leverage target), and prior aggressive financial
policies preclude us from netting any cash or liquid investments
against adjusted debt.
The U.S. combustible cigarette industry faces several risks and
uncertainties over the next decade, though its track record of
managing adversity has been generally solid.U.S. combustible
cigarette manufacturers have overall weathered significant
adversity over the past 20 years, including substantial litigation,
an evolving regulatory landscape, declining volumes, and
increasingly unfavorable societal views toward smoking. The sector
has managed to grow earnings through the pandemic.
S&P said, "We doubt Vector will face significant earnings pressure
due to the Food and Drug Administration's (FDA) commitment to issue
proposed product standards over the next several months banning
menthol in cigarettes. If implemented, we believe the proposals
would take several years to become effective. After publishing a
proposed rule over the next few months, the agency will have to
review and consider comments from tobacco manufacturers and various
other stakeholders before preparing a final rule. Legal challenges
are likely and could delay implementation further. Vector
under-indexes to menthol cigarettes (19% of sales compared to 35%
for the industry). We think many menthol cigarette smokers would
switch to non-menthol if there is a ban.
"The FDA is also considering a rule to reduce nicotine in
combustible cigarettes to minimally addictive levels; we understand
this is not considered a priority. Although the impact of such a
rule could be severe, we see it as a longer-tailed,
lower-probability event.
"Unlike many large tobacco companies, Vector's strategy presently
excludes investments in next-generation products--such as e-cigs
and heat-not-burn electronic nicotine delivery systems. Thus far
this has been a good move, since demand for these products has been
volatile and generally well below the "vape" industry's prior lofty
goals. Vector also believes most of its customers are not "guilty"
smokers and are thus less likely to switch to alternative nicotine
sources. Nevertheless, Vector could be left behind if nicotine
rivals successfully develop satisfying products that are perceived
to be less damaging to health than combustible cigarettes.
"It's also possible cigarette volume declines could accelerate
above our 5% annual industry expectation due to more rapid social
changes or higher cigarette excise taxes. Historically the industry
has been able to offset high volume declines (which occurred in
2009 when the federal excise tax increased $0.62 to $1.01 per pack)
by increasing prices.
"The stable outlook reflects our expectation for continued steady
profitability in the tobacco business and moderate investment in
the remaining real estate development business such that adjusted
leverage is maintained between 4x-4.5x and discretionary cash flow
(DCF) totals about $45 million annually.
"We could lower the rating if threats to the tobacco business
increase or if we expect profitability will decline materially,
resulting in adjusted leverage sustained above 5x." This could
occur if there is an accelerated decline in demand for combustible
cigarettes, potentially due to:
-- Social/demographic factors that result in a large reduction in
the number of smokers;
-- A shift in nicotine consumption toward next-generation
products; or
-- Adverse regulatory developments or escalating competition from
large tobacco firms or deep discount rivals.
S&P could also lower the rating if financial policy becomes
significantly more aggressive.
It is unlikely S&P will raise the rating given the medium to
long-term uncertainty surrounding combustible cigarettes.
However, a higher rating could result if:
-- Regulatory threats diminish and secular industry volume
declines cease; or
-- Financial policy becomes significantly more conservative.
WHISPER LAKE: Wins Cash Collateral Access
-----------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
has authorized Whisper Lake Developments, Inc. to use cash
collateral subject to its provision of the Proposed Adequate
Protection to the Grandview Lender as described in the Motion.
As previously reported by the Troubled Company Reporter, the Debtor
proposed to provide the Grandview Lender: (a) a replacement lien in
the Debtor's post-petition assets to the same extent, and in the
same validity and priority as the Grandview Lender held in the
Debtor's prepetition assets to secure the diminution, if any, in
the value of the Grandview Lender's interest in the Grandview
Property as a result of the Debtor's usage of the prepetition cash
collateral; and (b) monthly payments of principal and interest
under the Grandview Note in the amount of $4,458.
The Debtor requires the continued use of the cash collateral to
continue to maintain, develop and/or operate its properties,
including its property on Grandview Road, Ferndale, Washington.
The Grandview Property is encumbered by a deed of trust in favor of
James and Terri Cook. The Grandview Deed of Trust includes a grant
of an interest in Whisper Lake's lessor position in any leases on
the Grandview Property and any proceeds thereof.
The Grandview Property secures a promissory note in the principal
amount of $535,000.
As of the Petition Date, the balance owing on the Grandview Note
was approximately $573,787.
The Court says in addition to the Proposed Adequate Protection
described in the Motion, the Debtor will pay an additional $1,000
per month to the Grandview Lender to be held in a reserve account
to be used solely to pay post-petition real estate taxes with
respect to the Grandview Property. The Grandview Lender will apply
the fund in the Tax Reserve Account to postpetition taxes upon
request by the Debtor.
The post-petition rents generated by the Grandview Property will be
applied first to the post-petition principal and interest payments
to the Grandview Lender and then to fund the Tax Reserve Account.
As adequate protection for the Debtor's use of cash collateral, the
Grandview Lender is granted a replacement lien in the assets
generated by the Debtor post-petition to the same extent, and in
the same validity and priority as the Grandview Lender held in the
Debtor's prepetition assets to secure the diminution.
A copy of the order is available at https://bit.ly/3G5bB9j from
PacerMonitor.com.
About Whisper Lake Developments, Inc.
Whisper Lake Developments, Inc. is engaged in activities related to
real estate. Whisper Lake is the owner of five real properties
located in Washington having a total current value of $9.53
million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wash. Case No. 21-12060) on November
10, 2021. In the petition signed by Eric Orse, president, Orse &
Company, Inc., CRO., the Debtor disclosed $9,666,063 in assets and
$5,562,777 in liabilities.
Judge Timothy W. Dore oversees the case.
Christine M. Tobin-Presser, Esq., at Bush Kornfield LLP is the
Debtor's counsel.
WIDEOPENWEST FINANCE: S&P Upgrades ICR to 'BB-', Outlook Stable
---------------------------------------------------------------
S&P Global Ratings raised the issuer credit rating on U.S.-based
cable provider WideOpenWest Finance LLC (WOW) to 'BB-' from 'B' and
removed it from CreditWatch, where S&P placed it with positive
implications on July 1, 2021.
S&P said, "At the same time, we assigned our 'BB' issue-level
ratings to the company's proposed $250 million revolving credit
facility due 2026 and $730 million term loan B due 2028, which it
will use to refinance its remaining $729 million term loan B. The
'2' recovery rating indicates our expectation of substantial
(70%-90%; rounded estimate: 75%) recovery in the event of a payment
default."
The upgrade primarily reflects a significant improvement in credit
metrics from the asset sales. WOW sold its Cleveland and Columbus,
Ohio service areas to Atlantic Broadband for $1.125 billion in
September 2021. It also completed the sale of certain other
properties to Radiate Holdco LLC for $661 million. As a result of
these transactions, it will pay down about $1.5 billion of debt,
enabling a material reduction in its debt to EBITDA to the high-2x
from about 5.3x. S&P said, "While we expect leverage to remain in
the high-2x area in 2022 as integration and restructuring costs
associated with the transaction largely offset solid growth in
broadband and cost savings, we believe it has good prospects to
reduce leverage further to the low-2x area in 2023 on the back of
solid earnings growth and fewer one-time expenses. We expect the
company to modestly grow residential revenue due to broadband
customer growth, which partially offset by video revenue
declines."
S&P said, "We believe that ratings upside is limited due to
financial policy. Our base case forecast assumes that leverage will
decline to the low-2x area in 2023. Still, we believe the company
could push leverage to the mid-3x longer term for sizable
acquisitions or debt-financed stock buybacks given the company's
stated public leverage threshold of 3.5x.
"We believe the company's lower leverage will provide it with
additional financial flexibility to successfully execute its
broadband-first strategy. We expect the company to edge out into
new markets that are adjacent to its existing footprint and pursue
greenfield projects with fiber-to-the-home (FTTH) in service areas
with limited competition. We believe this strategy should support
broadband subscriber growth of 3%-5% over the next couple of years.
However, we expect capital expenditures (capex)-to-revenues will be
elevated, in the mid-20% area, which should limit free operating
cash flow (FOCF) generation.
"We continue to view WOW's business risk less favorably than
incumbents but recognize it will benefit from shifting industry
dynamics. As an overbuilder, the company operates in very
competitive markets, and must invest more than incumbents, which
results in lower margins and free cash flow generation. In
addition, we believe that margin improvement through mix-shift to
broadband from video is limited given already low video penetration
rates. Still, the structural shift to high-speed connectivity
because of the pandemic is still a positive credit factor,
particularly as households increase their demand for high-speed
data services to support video streaming.
"The stable outlook reflects our expectation that leverage will
remain in the high-2x area over the next year as one-time expenses
associated with the asset sales is offset by broadband growth.
Still, given the company's stated leverage threshold, we believe
the company could pursue debt-financed acquisitions or shareholder
distributions that could push leverage to the mid-3x area.
"We could lower the rating if adjusted debt to EBITDA rose above
4.25x on a sustained basis. We believe this would most likely occur
from a shift to a more aggressive financial policy that would lead
to a large debt-financed acquisitions or shareholder returns.
"While highly unlikely over the next year, we could raise the
rating on WOW if it committed to maintaining leverage below 3.5x on
a sustained basis. In addition, an upgrade would be conditional on
the company maintaining FOCF to debt above 15%."
ZIER PROPERTIES: Taps Law Office of David Smith as Counsel
----------------------------------------------------------
Zier Properties Reverse, LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Washington to employ
the Law Office of David Smith as its legal counsel.
The firm's services include:
a. providing legal advice and assistance to the Debtor with
respect to matters relevant to its Chapter 11 case or relating to
distributions to creditors;
b. preparing necessary pleadings; and
c. performing all other necessary legal services for the
Debtor.
The firm will be paid at the rate of $100 per hour and reimbursed
for out-of-pocket expenses incurred. It received a retainer in the
amount of $10,000.
David Smith, Esq., disclosed in a court filing that his firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
David Smith, Esq.
Law Office of David Smith
201 Saint Helens Ave
Tacoma, WA 98402
Tel: (253) 272-4777
Fax: (253) 461-8888
Email: david@davidsmithlaw.com
About Zier Properties Reverse LLC
Olympia, Wash.-based Zier Properties Reverse, LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No.
20-42868) on Dec. 31, 2020, listing $1,000,300 in assets and
$2,862,193 in liabilities. Judge Mary Jo Heston oversees the case.
The Debtor is represented by the Law Offices of David Smith, PLLC.
[^] BOOK REVIEW: From Industry to Alchemy
-----------------------------------------
From Industry to Alchemy: Burgmaster, A Machine Tool Company
Author: Max Holland
Publisher: Beard Books
Softcover: 335 pages
List Price: $34.95
From Industry to Alchemy tells the story of people caught in the
middle of global competition, the institutional restraints within
which smaller companies had to operate after the Second World War,
the rise of Japanese industry, and the conglomeration frenzy of the
1980s. The author's goal in writing this book was to chronicle the
decline in American manufacturing through the story of that
company.
Burgmaster was the culmination of the dream of a Czechoslovakian
immigrant, Fred Burg, who described himself as a "born machinist."
After coming to America in 1911, he learned the tool-and- die
trade, becoming so adept that he "could not only drill the hole,
but also make the drill." A life-long inventor, he designed an
electric automatic transmission that was turned down by GM's
Charles Kettering; GM came out with a hydraulic version six years
later. Forced by finances to work in retailing, after World War II
he retired, moved to California and set up a machine-tool shop with
his son and son-in-law to manufacture the turret drill, his own
design. With the help of the Korean War, and a previous shortage
of machine tools, business took off. It was a hands-on operation
from the start and remained that way. Burg once fired an engineer
who didn't want to handle a machine part because his hands would
get dirty. Management spent time on the shop floor, listening to
employee ideas. Burg lived and breathed research and development,
constantly fiddling to devise new machines and make old ones
better. Between 1955 and 1962, sales grew 13-fold and employees
from 62 to 272. Burg Tool was featured on Richland Oil Company's
broadcast Success Stories.
By 1965, however, Fred Burg was getting old and the three partners
knew that Burgmaster needed to fund another expensive, risky
expansion to fill back orders or lose market share. Although
companies had made offers before, Houdaille, a company named for
the Frenchman who invented recoilless artillery during World War I,
seemed a good match. The two had similar origins, it seemed.
Houdaille had begun an ambitious acquisition program and saw
Burgmaster fitting into an unfilled niche. With a merger, new
capacity would be financed, and "Burgmaster would continue to
operate under present management, personnel and policies but as a
Houdaille division."
What comes next is management by numbers rather than hands-on
decision-making; alienation of skilled blue-collar workers; pushing
aside of management; squelching of innovation; foreign and domestic
competition; bitter trade disputes; leveraged buyouts; the politics
of U.S. trade policy; Japan-bashing; and the inevitable liquidation
of Burgmaster and loss of livelihood of more than 400 employees.
This book was originally titled When the Machine Stopped: A
Cautionary Tale from Industrial America, published in 1989. It was
named by Business Week as one of the ten best business books of
1989. The Chicago Tribune said that "anyone who wants to
understand American business must read When the Machine Stopped.
Holland has written the best business book in years."
The author explains trade regulations, the machine-tool industry,
and detailed corporate buyouts with equal clarity. This
down-to-earth book provides valuable insight into the changes
within an industry. It combines fascinating, creative characters;
number crunchers; growing corporate disdain for manufacturing; and
tangible consequences of Washington and Wall Street gone crazy.
Max Holland is an American journalist, author, and editor of
Washington Decoded, an online publication. He is also a
contributing editor to The Nation and The Wilson Quarterly, and
sits on the editorial advisory board of the International Journal
of Intelligence and CounterIntelligence.
Holland graduated from Antioch College in 1972. From 1998 to 2003
he was a research fellow at the University of Virginia’s Miller
Center of Public Affairs. In 2001, Holland won the J. Anthony
Lukas Work-in-Progress Award, bestowed jointly by Harvard
University's Nieman Foundation and the Columbia University School
of Journalism, for a forthcoming narrative history of the Warren
Commission, to be published by Alfred A. Knopf. That same year he
won a Studies in Intelligence Award from the Central Intelligence
Agency, the first writer working outside the US government to be so
recognized.
Holland was born in 1950 in Providence, Rhode Island. His father
worked for 29 years as a tool-and-die maker, union steward, and
machine shop foreman for Burgmaster.
*********
Monday's edition of the TCR delivers a list of indicative prices
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then-ending.
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Point your Web browser to http://TCRresources.bankrupt.com/and use
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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
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2021. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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*** End of Transmission ***