/raid1/www/Hosts/bankrupt/TCR_Public/211207.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, December 7, 2021, Vol. 25, No. 340
Headlines
122 STATE STREET: Park Bank Says Disclosure Statement Inaccurate
5 STAR PROPERTY: $32K Sale of Auburndale Property to Signature OK'd
ACME HOLDINGS: $135K Sale of Batavia Property to Barbato Approved
ACME HOLDINGS: $165K Sale of Batavia Property to Rathod Approved
ADVANCED INTEGRATION: Moody's Cuts CFR to Caa3, Outlook Negative
AGILON ENERGY: Milestones on Marketing & Sales of All Assets Moved
AGM GROUP: Posts $202K Net Income in Third Quarter
AH DEVELOPMENT: Case Summary & 7 Unsecured Creditors
ALARMAS COMPUTARIZADAS: Subchapter V Plan to Pay 100% of Claims
ALPINE 4 HOLDINGS: Enters Lithium/Graphene Battery Industry
AMERICAN MOBILITY: $450K Sale of Raleigh Asset to Strickland OK'd
AMERICAN NATIONAL: Seeks Cash Collateral Access
ANLOC LLC: Court Awards $181,000 to Bray et al. Counsel
B N EMPIRE: $4.4MM Sale of Tampa Property to Metro Plaza Approved
BABCOCK & WILCOX: Board Declares Dividend on Series A Pref. Shares
BELLAIRE SENIOR: Voluntary Chapter 11 Case Summary
BILL STARKS: $393K Sale of Trucks & Trailers to Atlas Dirt Approved
BOULDER BOTANICAL: Wins Cash Collateral Access
BOY SCOUTS: Judge to Permit Century to Review Ch.11 Council Docs
BRAZOS ELECTRIC: Members Challenge Chapter 11 Strategy
BRICK HOUSE: $250K Sale of Riverton Property to Vesna Approved
BRITT TRUCKING: Proposed Auction of Equipment by Permian Approved
BYRNA TECHNOLOGIES: Spokane Police to Buy 200 Byrna Less-Lethal TCR
CANTERA COURT: $120K Sale of Laredo Property to Wells Approved
CANTERA COURT: $208K Sale of Laredo Property to Notzon Approved
CENTER CITY: Freedman Wants to Borrow Money for Hospital
CHANCE W. BRITT: $230K Sale of Lamesa Property to Gordons Approved
CINEMA SQUARE: Court OKs Cash Collateral Deal with Trustee
CIRCOR INT'L: Moody's Rates New Senior Secured Debt 'B2'
CLAROS MORTGAGE: Moody's Rates New $763MM Secured Term Loan 'Ba3'
CLEARDAY INC: Friedman LLP Quits as Accountant
CLUBHOUSE MEDIA: Enters Into Restructuring Deal With GS Capital
CMC II LLC: Plan Approval Ends Complicated Chapter 11
CONNOR FOREST: $375K Sale of Harvester & Used Tracks to Pagels OK'd
DAEC HOME: $415K Sale of North Andover Condo Unit B to Viera Okayed
DAEC HOME: $415K Sale of North Andover Condo Unit Front Approved
DAEC HOME: Counsel Ordered to File Proposed Property Sale Orders
DK PROPERTIES: $1.73MM Sale of Winder Property to SJCO Approved
DOMTAR CORP: S&P Lowers ICR to 'BB' on Acquisition by Karta Halten
EAST WEST AVL: Has Interim Cash Collateral Access Thru Dec 23
ENRAMADA PROPERTIES: Creditor Chapa Says Disclosures Deficient
EQUINOX HOLDINGS: S&P Affirms 'CCC' ICR on Revolver Refinancing
FAITH CATHEDRAL: Chapter 11 Plan Confirmed by Judge
FANNIE MAE: Names Chryssa Halley as EVP, Chief Financial Officer
FAYETTE MEMORIAL: Sale of Connersville Property to Reid Approved
FIRST SUNNY: Unsecured Creditors to Recover 100% in Plan
FORM TECHNOLOGIES: S&P Raises ICR to 'B-' on Sustainable Leverage
FUTURUM COMMUNICATIONS: Seeks Approval to Tap Restructuring Advisor
GBG USA: Sean John Files Chapter 11, Nabs $3.3 Mil. Bid
GENERATION BRIDGE II: Moody's Rates $405MM Secured Loans 'Ba2'
GILBERT C. BENAVIDEZ: $333K Sale of Albuquerque Asset to TMLSS OK'd
GRUPO AEROMEXICO: Creditors Claim Plan Hands Over $268M to Insiders
GRUPO AEROMEXICO: Objections May Delay Its Bankruptcy Exit Plan
GTT COMMUNICATIONS: Seeks Court Approval to Hire TRS Advisors
GTT COMMUNICATIONS: Taps Akin Gump Strauss Hauer & Feld as Counsel
GTT COMMUNICATIONS: Taps Alvarez & Marsal as Restructuring Advisor
GTT COMMUNICATIONS: Taps Prime Clerk as Administrative Advisor
GVS TEXAS: Seeks to Hire Getzler Henrich & Assoc. as Accountant
HARMAN PRESS: Wins Cash Collateral Access Thru Jan 2022
HERITAGE RAIL: Trustee's Sale of SLRG 5525 for $25K Approved
HOTEL CUPIDO: Seeks Court Approval to Hire Notary Public
HOWMET AEROSPACE: S&P Alters Outlook to Stable, Affirms 'BB+' ICR
ICU MEDICAL: Fitch Assigns 'BB(EXP)' LongTerm IDR, Outlook Stable
ICU MEDICAL: Moody's Assigns Ba3 CFR, Outlook Stable
II-VI INC: Fitch Rates Proposed Sr. Unsecured Notes 'BB'
II-VI INC: Moody's Assigns B2 Rating to New Senior Unsecured Notes
INTELSAT SA: Bankruptcy Trial Places Corporate Governance at Risk
JAMES E. CARPENTER: $500K Sale of Grant Cty. Commercial Asset OK'd
JEFFREY CATES: $10.23M Sale of Cates Ranch Property to Oppidan OK'd
JOHN K. COFER: Trustee's Request to Vacate Default Judgment Granted
KC PANORAMA: Boston Property Bidders Must Submit Bids Thru E-mail
KERWIN BURL STEPHENS: $666K Sale of Cement Mountain Property Okayed
KERWIN BURL STEPHENS: Court Approves $815K Sale of South Bend Land
KNIGHT HEALTH: Moody's Assigns B2 CFR, Outlook Stable
KORNBLUTH TEXAS: Taps BTTX Associates to Operate Holiday Inn Hotel
KOSSOFF PLLC: District Atty Accuses Mitchell of $14M Escrow Theft
KURNCZ FARMS: Seeks Cash Collateral Access
KUTTER GROUP: $349K Sale of All Assets to Finnegan Dexter Approved
LEGACY EDUCATION: Michel Botbol Quits From All Positions
LOCATE 1 PLUS: $425K Sale of Dallas Property to Aric Approved
LTL MANAGEMENT: To Act as Foreign Rep. in Canadian Talc Case
MIDTOWN CAMPUS: Seeks to Tap Greenberg Traurig as Special Counsel
MODO PROPERTIES: Case Summary & 3 Unsecured Creditors
MOHEGAN TRIBAL: Completes Financing for INSPIRE Resort in S.Korea
NATIONAL MUSEUM: Buys Back Building It Lost in Bankruptcy
NELNET INC: Moody's Assigns Ba1 Issuer Rating, Outlook Stable
NEPHROS INC: Hires Baker Tilly as New Auditor
NEW FORTRESS: Moody's Alters Outlook on 'B1' CFR to Positive
NIDA ALSHAIKH: Gets OK to Hire Accunet Pro Inc. as Accountant
NITRIDE SOLUTIONS: Sale of All Assets to Nitride Global Approved
NOVABAY PHARMACEUTICALS: Registers 37.5M Shares for Possible Resale
NUVERRA ENVIRONMENTAL: Lawrence First Quits as Director
NXT ENERGY: To Present at Sidoti Microcap Conference on Dec. 8
OMEROS CORP: Inks Deal to Sell OMIDRIA Franchise to Rayner Surgical
OUTLOOK THERAPEUTICS: GMS Reports 12.9% Stake as of Nov. 29
OWENS FUNERAL: Taps Gruber Palumberi Raffaele Fried as Accountant
PANIOLO CABLE: SIC Must Transfer Spare Parts to Hawaiian Telcom
PARK-OHIO INDUSTRIES: S&P Cuts ICR to 'B-' on Elevated Leverage
PARTY CITY: S&P Upgrades ICR to 'B' on Improved Performance
PERFORMANCE SPORTS: Executives to Pay Investors $13M in Fraud
PG&E CORP: Gets $125-Mil. Penalty From California Over Kincade Fire
PLASKOLITE PPC II: $125MM Add-on Debt No Impact on Moody's B2 CFR
POST OAK TX: May Use Cash Collateral
QUINCY REAL ESTATE: Globstick Buying Dubuque Building for $915K
RAM DISTRIBUTION: Jan. 27, 2022 Plan Confirmation Hearing Set
REIKE PLECAS: Court Approves $60K Sale of West Des Moines Property
REMLIW INC: Seeks Seven-Day Extension of Time to File Sale Bid
RIOT BLOCKCHAIN: Completes Acquisition of ESS Metron
RIVERBED TECHNOLOGIES: Court Approves Plan to Cut $1.1 Billion Debt
RUSSELL HOWE-SMITH: Proposed Sale of Cherry Hill Property Approved
RUSSO REAL ESTATE: $605K Sale of Arlington Asset to Believers OK'd
RYBEK DEVELOPMENTS: $850K Sale of Tempe Asset to Fina & Sears OK'd
RYERSON HOLDING: S&P Raises ICR to 'B+' on Stronger 2021 Earnings
SAVI TECHNOLOGY: Unsecureds Will Get 30% of Claims in 3 Years
SCHAEFERS SERVICE: Seeks to Tap Edgardo Santillan as Legal Counsel
SCHULDNER LLC: Wins Cash Collateral Access Thru Feb 2022
SHARITY MINISTRIES: Liquidating Plan Confirmed by Judge
SHARITY: Health Ministry Estate Okayed to Pursue Excess Fees
SHAYNE A. HARRIS: 5489-5491 Clarksville Pike Asset Sale Withdrawn
SHAYNE A. HARRIS: 5497-5497B Clarksville Pike Asset Sale Withdrawn
SHUI YEE LEE: Meyers Buying Long Branch Real Property for $740K
SOFT FINISH: Seeks Cash Collateral Access Thru April 2022
SPICE MUST FLOW: Gets Cash Collateral Access Thru Dec 22
STEPHEN F. D'ANGELO: $22K Sale of Jeep Wrangler to Shults Okayed
STRIKE LLC: Case Summary & 30 Largest Unsecured Creditors
SUZANNE V FERRY: $400K Sale of Tierra Verde Property to Global OK'd
TALCOTT RESOLUTION: S&P Affirms 'BB' ICR on Allianz Acquisition
THORSBY DRUGS: Seeks to Hire William C. McCay as Accountant
TLA TIMBER: Seeks to Tap Boyer Terry as Bankruptcy Counsel
TTK RE ENTERPRISE: $175K Sale of Pleasantville Property Approved
TWO'S COMPANY: Wins Interim Cash Collateral Thru Dec 28
U.S. TOBACCO: Seeks Approval to Hire Omni as Claims Agent
VBI VACCINES: FDA OKs PreHevbrio to Prevent Hepatitis B in Adults
VTV THERAPEUTICS: Chief Financial Officer Resigns
WASHINGTON PRIME: Moody's Gives B3 CFR & Rates New Secured Debt B3
WASHINGTON PRIME: S&P Assigns 'B' ICR, Stable Outlook
WATSONVILLE HOSPITAL: Case Summary & 35 Top Unsecured Creditors
WILLIE L. STEPHENS: $225.7K Sale of Practice & Goodwill Assets OK'd
[*] King & Spalding Promotes 32 New Partners, 16 Counsel
[*] New Bankruptcy Rules Take Effect on Dec. 1, 2021
*********
122 STATE STREET: Park Bank Says Disclosure Statement Inaccurate
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The Park Bank, a secured creditor and party-in-interest, objects to
the approval of the Disclosure Statement filed by 122 State Street
Group, LLC.
The Park Bank asserts that the Debtor's statements of feasibility
and risk factors are grossly overestimated and do not correspond
with the attached projections on Exhibit C.
The Park Bank further asserts that the Debtor's Disclosure
Statement indicates its hope of renting to small businesses and
non-profits at "affordable" rates with a commercial occupancy rate
of at least 90%. However, Exhibit C's projections use figures of an
impossible 100% occupancy rate, at the asking rent value. The
disclosure and the attached Exhibit C do not account for less than
full occupancy or renting at any less than the asking price. Such
aspirational figures do not provide accurate information for
parties in interest to make informed judgments about the
feasibility of the proposed plan.
Moreover, Mr. Langhammer testified at the 341 that annual rents for
the building were $300,000-$350,000; and for only one year, when it
was at full capacity, did it generate $400,000. These projections
are without support, and are not sufficient information in light of
the nature and history of the debtor, and the condition of the
debtor's books and records as required by Section 1125.
Furthermore, Debtor's projections on Exhibit C to not take into
account reasonably practical expenses that are available or known
to the Debtor.
The Park Bank claims that not only is the commission expense not
included in the projections, there is no explanation as to how the
Debtor, who has no source of income, or available funds in the bank
is to pay half of the listing agent's commission upon the lease
signing.
The Park Bank points out that the Debtor has failed to file a
request to employ the listing agent despite having a contract that
proposed its term to start October 12, 2021. Almost 60 days have
passed without the requisite request, and Debtor's projection of
receiving rents from half occupancy of the Property this month have
dissipated.
Significantly, Exhibit C severely underestimates its tax liability.
Debtor projects a $4,417/month tax liability, which is an estimate
of $53,004/year. While that estimate may be accurate for base
taxes, it overlooks that on average over the past five years, there
have been $10,988.72/year for special assessments. The expense
should increase $900-1,000/month.
A full-text copy of Park Bank's objection dated Dec. 02, 2021, is
available at https://bit.ly/3xZ5tgi from PacerMonitor.com at no
charge.
Attorneys for The Park Bank:
MURPHY DESMOND S.C.
Robert A. Pasch
Kristin K. Beilke
Murphy Desmond S.C.
33 E. Main St., Ste. 500
P.O. Box 2038
Madison, WI 53701-2038
Tel: (608) 257-7181
Fax: (608) 257-2508
E-mail: kbeilke@murphydesmond.com
About 122 State Street Group
122 State Street Group, LLC, filed a voluntary petition for relief
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No.
21-11567) on July 26, 2021, listing $1 million to $10 million in
both assets and liabilities. Harold Langhammer, authorized member,
signed the petition. Krekeler Strother, SC, serves as the Debtor's
legal counsel.
5 STAR PROPERTY: $32K Sale of Auburndale Property to Signature OK'd
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Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the
Middle District of Florida authorized 5 Star Property Group, Inc.'s
sale of the real property, a lot located at Taylor Road South, in
Auburndale, Florida 33823, to Signature Homes & Land Development of
FL, LLC, for a purchase price of $32,000.
The Property is more particularly described as "A portion of Lots
4, 5 and 6, Block 6, "MID-WAY GARDENS", LESS the North 2.5 feet, as
recorded in Plat Book 21, Page 33, of the Public Records of Polk
County, Florida, MORE PARTICULARLY DESCRIBED AS FOLLOWS: Commencing
at the NW comer of Lot 1, Block 6 of said "MID-WAY GARDENS" run
N90°00"00'E, along the North boundary of said Block 6, a distance
of 116.01 feet, thence S00°55''00"E a distance of 2.50 feet to the
Point of Beginning, thence continue S00°55'00"E a distance of
120.00 feet; thence S90°00'00"E a distance of 84.32 feet, thence
N01°08'35"W a distance of 120.01 feet; thence S90°00'00"W a
distance of 83.85 feet returning to the Point of Beginning. Said
parcel contains 10,089 square feet or 0.23 acres more or less. Tax
ID #252807-320300-006041."
The sale is "as is" and free and clear of any liens, claims,
interests, encumbrances, and security interests of any kind.
The liens of any secured creditors, including the Polk County Tax
Collector and Roger & Jeanie Fitzpatrick, will attach to the
proceeds from the sale to the same extent, validity, and priority
as existed against the property.
The Debtor is authorized to pay all broker's fees, liens, and all
ordinary and necessary closing expenses normally attributed to a
seller of real estate at closing.
The net sale proceeds after payment of the broker's fees, liens,
and all ordinary and necessary closing costs, if any, will be held
in trust by the Debtor's counsel until further order of the Court
regarding the distribution of the net sale proceeds.
The Debtor will provide a copy of the closing statement from the
sale of the property to the office of the United States Trustee
within five days of the closing date.
The 14-day stay required under Bankruptcy Rule Section 6004(h) is
waived.
About 5 Star Property Group, Inc.
5 Star Property Group, Inc. sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
20-07801) on Oct. 20, 2020, listing under $1 million in both
assets
and liabilities. Buddy D. Ford, Esq. at BUDDY D. FORD, P.A.
represents the Debtor as counsel.
ACME HOLDINGS: $135K Sale of Batavia Property to Barbato Approved
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Judge Carl L. Bucki of the U.S. Western District of New York
authorized ACME Holdings of N.Y.'s sale of the real property
consisting of a two-family residence located at 41024 West Main
Street Road, in the Town of Batavia, County of Genesee, State of
New York, being more particularly identified as tax map no.2
8.-3-14, pursuant to a written purchase contract last dated Oct.
28, 2021, to Joseph Barbato for a gross purchase price of
$135,000.
The Debtor may execute whatever documentation may be necessary to
effectuate the said transfer.
After deducting reasonable and necessary costs of sale, including
payment of delinquent real property taxes at closing, the net sale
proceeds will be disbursed to lienholders of record in the order of
lien priority.
About Acme Holdings of N.Y.
Acme Holdings of N.Y., Inc. owns an event venue in Batavia, N.Y.
It
caters to weddings and receptions, holiday and family gatherings,
corporate events and conventions, and school functions and
fundraisers. Visit http://www.dibbleevents.com/for more
information.
Acme Holdings of N.Y. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 20-10204) on Feb. 5,
2020. At the time of the filing, Debtor disclosed assets of
between $1 million and $10 million and liabilities of the same
range.
Judge Carl L. Bucki oversees the case.
David H. Ealy, Esq., at Cristo Law Group, LLC, is Debtor's legal
counsel.
ACME HOLDINGS: $165K Sale of Batavia Property to Rathod Approved
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Judge Carl L. Bucki of the U.S. Western District of New York
authorized ACME Holdings of N.Y.'s sale of the real property
consisting of a two-family residence located at 4124 West Main
Street Road, in the Town of Batavia, County of Genesee, State of
New York, being more particularly identified as tax map no.
8.-3-19, to Sunny K. Rathod for $165,000.
The Debtor may execute whatever documentation may be necessary to
effectuate said transfer.
After deducting reasonable and necessary costs of sale, including
payment of delinquent real property taxes at closing, the net sale
proceeds will be disbursed to lienholders of record in the order of
lien priority.
About Acme Holdings of N.Y.
Acme Holdings of N.Y., Inc. owns an event venue in Batavia, N.Y.
It
caters to weddings and receptions, holiday and family gatherings,
corporate events and conventions, and school functions and
fundraisers. Visit http://www.dibbleevents.com/for more
information.
Acme Holdings of N.Y. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 20-10204) on Feb. 5,
2020. At the time of the filing, Debtor disclosed assets of
between $1 million and $10 million and liabilities of the same
range.
Judge Carl L. Bucki oversees the case.
David H. Ealy, Esq., at Cristo Law Group, LLC, is Debtor's legal
counsel.
ADVANCED INTEGRATION: Moody's Cuts CFR to Caa3, Outlook Negative
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Moody's Investors Service downgraded its ratings for Advanced
Integration Technology LP ("AIT"), including the corporate family
rating to Caa3 from Caa1 and probability of default rating to
Caa3-PD from Caa2-PD. Concurrently, Moody's downgraded the ratings
on the company's senior secured facility to Caa3 from Caa1. The
ratings outlook has been changed to negative from stable.
The downgrades reflect Moody's concerns about the significant
erosion of AIT's revenue and earnings that has resulted in a severe
weaking of the company's credit metrics. The downgrade also
considers AIT's very high leverage and short-dated capital
structure with all debt becoming due in early 2023. Absent a very
significant improvement in earnings over the next several quarters,
the company's current capital structure will be unsustainable. The
upcoming maturities raise the prospect of a restructuring event or
transaction that Moody's would consider to be a distressed exchange
in the next twelve months.
The following is a summary of the rating actions:
Issuer: Advanced Integration Technology LP
Corporate Family Rating, downgraded to Caa3 from Caa1
Probability of Default Rating, downgraded to Caa3-PD from Caa2-PD
Senior Secured Bank Credit Facility, downgraded to Caa3 (LGD4)
from Caa1 (LGD3)
Outlook, changed to Negative from Stable
RATINGS RATIONALE
The Caa3 CFR reflects AIT's modest size, a relatively concentrated
customer and platform base, and exposure to cyclical end markets.
The rating also incorporates Moody's concerns around the
sustainability of AIT's capital structure and its reliance on lumpy
and large-sized customer contracts that are vulnerable to
disruptions and delays. Over the last 18 months, AIT has
experienced delays in new bookings on future projects and this has
resulted in a pronounced decline in revenues and earnings, leading
to weak cash generation. AIT's use of percentage of completion
accounting leads to ongoing and sometimes meaningful revisions to
contract costs and profitability, which exacerbates earnings
volatility.
Moody's recognizes AIT's good competitive standing and growing
portfolio of automation, robotic and engineering capabilities that
has resulted in a recent uptick in the company's backlog. The
rating also considers the relatively favorable demand fundamentals
in defense end markets, which currently account for the majority of
AIT's revenues.
The negative outlook reflects Moody's concerns about the severe
erosion of AIT's earnings and the company's ability to sufficiently
grow earnings in advance of its upcoming debt maturities.
Moody's expects AIT to have weak liquidity over the next 12 months.
On-going cash balances are minimal ($8 million as of September
2021) and the company's entire capital structure becomes due in
early 2023. Moody's anticipates negative free cash flow during 2021
and prospects for positive free cash generation during 2022 appear
limited. External liquidity is provided by a $40 million revolving
credit facility that is currently undrawn. The revolver contains a
springing net first lien leverage ratio of 5.0x that comes into
effect if usage exceeds $18 million (based on zero L/Cs
outstanding) and Moody's anticipate a breach of this covenant were
it to come into effect.
The senior credit facilities represent the entirety of the
company's funded debt structure and, as a result, are rated
consistent with the corporate family rating at the Caa3 rating
level. The bank credit facilities are comprised of a $40 million
senior secured revolver expiring January 2023 and a $332 million
senior secured term loan ($317 million outstanding) due April 2023.
The credit facilities benefit from upstream subsidiary guarantees
and are secured by substantially all tangible and intangible assets
of the borrower and each guarantor.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if there is sustained growth in revenues
and earnings and improved cash generation. A successful refinancing
of the company's credit facilities could also result in an
upgrade.
The ratings could be downgraded if there is increased risk of a
default event or reduced recovery prospects for creditors.
Advanced Integration Technology LP ("AIT"), headquartered in Plano,
Texas, is a provider of turnkey factory automation and complex
automated and non-automated tooling to the commercial aerospace and
defense industries. AIT's primary business is to design, engineer,
manufacture, and install machines and systems which enable the
automated assembly of aerospace structures and other industrial
equipment. The company is equally owned by management and funds
affiliated with Onex Corporation.
The principal methodology used in these ratings was Aerospace and
Defense published in October 2021.
AGILON ENERGY: Milestones on Marketing & Sales of All Assets Moved
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Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas granted the request of Debtors-Borrowers Agilon
Energy Holdings II, LLC, Victoria Port Power LLC, and Victoria City
Power LLC; and Prudential Insurance Co. of America, as
administrative agent under the DIP Documents, to extend the
milestones related to the marketing and sale(s) of substantially
all of the Debtors' assets.
On Sept. 21, 2021, the Court entered the Final DIP Order. The
extension of the Milestones requires the consent of the
Administrative Agent (in its sole discretion). Pursuant to
discussions between the Debtors and the Administrative Agent, the
Administrative Agent has agreed to extend certain Milestones to
facilitate the Debtors' marketing and sale(s) process.
The following Milestones are extended as set forth:
a. On Dec. 10, 2021, the Borrowers will have filed a motion
seeking entry of an order approving the Sale Process and including
the Acceptable Sale Provisions and an asset purchase agreement in
form and substance acceptable to the Required Lenders;
b. On Jan. 3, 2022, the Bidding Procedures Order will have
been approved by order of the Bankruptcy Court, in form and
substance acceptable to the Required Lenders;
c. On Feb. 17, 2022, an auction (to the extent necessary) for
the sale of substantially all of the Borrowers' assets will have
occurred in accordance with the requirements for the Sale Process
(as defined in the Final DIP Order), including, without limitation,
the Acceptable Sale Provisions; and
d. On Feb. 22, 2022, the Court will have approved the results
of the Auction and an agreement or agreements for the sale of the
assets, which order and agreements will be in form and substance
acceptable to the Required Lenders.
Except as specifically amended by the Stipulation and Agreed Order,
all Milestones set forth in the Final DIP Order remain in full
force and effect.
The Parties retain all rights under the Final DIP Order.
About Agilon Energy Holdings II LLC
Texas-based power producer Agilon Energy Holdings II, LLC and its
affiliates, Victoria Port Power LLC and Victoria City Power LLC,
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No.
21-32156) on June 27, 2021. At the time of the filing, Agilon had
between $100 million and $500 million in both assets and
liabilities.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Locke Lord, LLP as legal counsel, Grant
Thornton, LLP as financial advisor and Hugh Smith Advisors, LLC as
restructuring advisor. Hugh Smith of Hugh Smith Advisors serves
as
the Debtors' chief restructuring officer. Stretto is the claims
and
noticing agent.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on July 30,
2021. Pachulski Stang Ziehl & Jones, LLP serves as the committee's
legal counsel and and Conway MacKenzie, LLC, its financial
advisor.
AGM GROUP: Posts $202K Net Income in Third Quarter
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AGM Group Holdings Inc. reported net income of $202,009 on $5.34
million of total revenues for the three months ended Sept. 30,
2021, compared to a net loss of $319,942 on $31,261 of total
revenues for the three months ended Sept. 30, 2020.
For the nine months ended Sept. 30, 2021, the Company reported a
net loss of $305,816 on $5.34 million of total revenues compared to
a net loss of $978,984 on $39,710 of total revenues for the same
period during the prior year.
As of Sept. 30, 2021, the Company had $27.14 million in total
assets, $23.84 million in total liabilities, and $3.30 million in
total shareholders' equity.
Mr. Chenjun Li, chairman and co-chief executive officer of the
company commented, "We are very excited in the impressive strides
we have made across multiple fronts, which followed our
announcement of new business lines and growth strategy in August.
We have gained considerable attention and interests to our first
ASIC crypto mining machine-KOI MINER C16, thanks to its top
industry metrics. Notably, we secured purchase orders for 67,500
cryptocurrency mining machines within just three months from
various companies. These achievements exemplify the strong
industry recognition we received in our product and further
establish our leading position in the cryptocurrency mining
industry. Additionally, despite a global semiconductor shortage
and logistic challenges, we are effectively navigating market
dynamics by securing our supply chain capabilities through the
AGMH-HighSharp partnership and exploring opportunities for
manufacturing operation in North America that can bring us closer
to our end customers. We are confident we will distinguish
ourselves with our technical capabilities to become a leader in
producing high-powered ASIC mining machines."
Mr. Wenjie Tang, co-chief executive officer of the company,
commented, "By leveraging the new growth strategy, we were off to a
firm start financially, with revenues of $5.34 million in the third
quarter, primarily from sales of crypto mining machines, and
computing hardware. The initial success boosts our confidence that
we are on the right path of business transformation. Apart from
the new initiative, we remain diligent to push the development of
our legacy fintech business as planned. We believe the combined
strengths of our solid infrastructure, technology, and our
experienced senior management team will enable us to deliver
lasting value for shareholders. We will further advance our
mission to become an integrated technology company focusing on
blockchain-oriented ASIC chip design, advanced cryptocurrency
mining equipment production, and fintech software services."
Mr. Steven Sim, chief financial officer of the Company, commented,
"Our solid financial performance for the third quarter demonstrates
the success and profitability of our transition and engagement into
the ASIC chip design and cryptocurrency mining equipment
manufacturing space. Notably, our income from operations and net
income turned to positive over the period, compared to both losses
in the prior year. Moreover, we are optimistic on the strategic
importance of our partnership with HighSharp, of which the progress
will be on track with the schedule. Heading into 2022, our
imperatives will be delivering the substantial number of mining
machines ordered as scheduled, ramping up our production capacity,
and securing more purchase orders. As we seek to sustain our
future growth trajectory, we will keep investing into strengthening
our R&D, cutting-edge technologies, and manufacturing capacity to
propel further development in our core crypto miner manufacturing
business and other initiatives."
Third Quarter 2021 Business Highlights & Recent Developments
* In November, AGMH announced that the Company is exploring
strategic opportunities to set up its North American manufacturing
operations in the United States or Canada to strengthen its
leadership position in the Bitcoin mining sector.
* In November, AGMH received a purchase order from Code Chain
New Continent Limited for 10,000 units of 100 TH/S KOI mining
machines worth $65 million. This agreement also provides Code
Chain with an option to purchase an additional 10,000 mining
machines.
* In October, AGMH entered into a strategic partnership with
Meten Holding Group Ltd. to focus on research and development
support for blockchain applications and establishing a
cryptocurrency mining supply chain. The agreement includes an
initial order from Meten for 1,500 Bitcoin mining machines worth
US$12 million.
* In October, AGMH agreed to supply MinerVa Semiconductor Corp.
with 25,000 units of its 100 TH/S crypto mining machine to build
the MinerVa suite of crypto mining machines. MinerVa is the
distributor of industrial grade crypto mining machines to leading
global large-scale mining companies.
* In October, AGMH received a purchase order from Nowlit
Solutions Corp., a leading crypto currency equipment supply chain
services and consultancy company in North America, for 30,000 units
of 100 TH/S ASIC crypto mining machines.
A full-text copy of the press release is available for free at:
https://www.sec.gov/Archives/edgar/data/0001705402/000121390021063419/ea151666ex99-1_agmgroup.htm
About AGM Group Holdings
Headquartered in Wanchai, Hong Kong, AGM Group Holdings Inc. is a
software company, currently providing fintech software and trading
education software and website service.
AGM Group reported a net loss of $1.07 million for the year ended
Dec. 31, 2020, a net loss of $1.56 million for the year ended Dec.
31, 2019, and a net loss of $8.41 million for the year ended Dec.
31, 2018. As of June 30, 2021, the Company had $5.98 million in
total assets, $2.88 million in total liabilities, and $3.09 million
in total shareholders' equity.
Flushing, New York-based JLKZ CPA LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
April 22, 2021, citing that the Company has incurred substantial
losses during the year, which raises substantial doubt about its
ability to continue as a going concern.
AH DEVELOPMENT: Case Summary & 7 Unsecured Creditors
----------------------------------------------------
Debtor: AH Development Group LLC
293 Clinton Avenue
Albany, NY 12210
Business Description: AH Development Group LLC is primarily
engaged in renting and leasing real estate
properties. The Debtor owns six real
properties in Albany, New York having an
aggregate current value of $580,000.
Chapter 11 Petition Date: December 5, 2021
Court: United States Bankruptcy Court
Northern District of New York
Case No.: 21-11106
Debtor's Counsel: Michael L. Boyle, Esq.
BOYLE LEGAL, LLC
64 2nd Street
Troy, NY 12180-3927
Tel: 518-687-1648
Fax: 518-516-5075
Email: mike@boylebankruptcy.com
Total Assets: $767,107
Total Liabilities: $1,178,466
The petition was signed by Ben Gaspard as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's seven unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/WE2H3YQ/AH_Development_Group_LLC__nynbke-21-11106__0001.0.pdf?mcid=tGE4TAMA
ALARMAS COMPUTARIZADAS: Subchapter V Plan to Pay 100% of Claims
---------------------------------------------------------------
Alarmas Computarizadas, Inc., filed with the U.S. Bankruptcy Court
for the District of Puerto Rico a Plan of Reorganization under
Subchapter V dated Dec. 02, 2021.
Debtor is a corporation organized pursuant to the laws of the
Commonwealth of Puerto Rico and chartered on January 19, 1993.
Debtor's principal asset is a building with a parcel of land
partially used in the business operation and partially rented out
to a third party. The business is located at Urb Constancia 2656
Las Americas Avenue, Ponce, Puerto Rico.
The Chapter 11 plan of reorganization under Sub Chapter V has been
drafted to provide for the full payment of allowed secured claim
filed by Banco Popular de Puerto Rico. Allowed priority, and
unsecured claims will be paid in full within the 60-month period
after the confirmation of the plan.
To confirm the Plan, the Court must find that all creditors who do
accept the Plan will receive a higher distribution than the amount
they will receive in a Chapter 7 liquidation case. Under the terms
of the plan allowed unsecured creditors will receive a 100%
distribution.
Debtor's plan provide for the payment of creditors with income
generated from its business operations as follows:
* One class of priority claims, two classes of secured claims,
and one class of unsecured claims.
* Secured creditors, priority creditors, and allowed unsecured
creditors will receive distributions, which the proponent of the
plan has valued at 100 cents on the dollar.
* Allowed administrative claims, as authorized by the
Bankruptcy Court, are not classified for purposes of voting under
the Plan, but the plan provides for their treatment.
The Plan will treat claims as follows:
* Class 1 consists of Banco Popular de Puerto Rico (BPPR)
allowed secured claim totaling $132,194.27. Banco Popular's secured
claim will receive direct payments from Debtor. Monthly payments of
$1,402.13 at an amortization of 7 years and an interest rate of 5%
for a period of 83 months and a final balloon payment for the
remaining balance ($48,184.55) at month 84. This Class has 100%
estimated recovery.
* Class 2 consists of the Internal Revenue Services and CRIM
secured claims totaling $7,133.20. Internal Revenue Services' claim
will be paid in full in 60 equal monthly installments of $89.81
including an interest rate of 3%. CRIM's secured claim will be paid
in full in 60 equal monthly installments of $38.36 including an
interest rate of 3%.
* Class 3 consists of all non-priority unsecured claim allowed
under 502 of the Code totaling $25,943.99. Allowed unsecured
creditors will receive a dividend of 100%. Debtor will make 60
equal monthly installments of $465.50 including a 3% interest
rate.
* Class 4 consists of Equity interest of the Debtor. Debtor's
shareholders will not receive any distributions under the plan but
will retain their ownership over the corporation.
Debtor has implemented measures to streamline its business
operation and improve its marketing strategies. Debtor will use
existing assets and the income generated from the operation of its
business to fund the plan.
A full-text copy of the Plan of Reorganization dated Dec. 2, 2021,
is available at https://bit.ly/31o4bzA from PacerMonitor.com at no
charge.
The firm can be reached through:
Roberto L. Mateo, Esq.
P.O. Box 336877
Ponce, PR 00733
Telephone: (787) 840-1212
Email: mateolaw@msn.com
About Alarmas Computarizadas
Alarmas Computarizadas, Inc. sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D.P.R. Case No. 21-02431) on Aug.
16, 2021, listing as much as $500,000 in both assets and
liabilities. Julio A. Rosa Figueroa, president, signed the
petition. Roberto L. Mateo, Esq., serves as the Debtor's legal
counsel.
ALPINE 4 HOLDINGS: Enters Lithium/Graphene Battery Industry
-----------------------------------------------------------
Alpine 4 Holdings, Inc. has acquired ElecJet/Real Graphene
(ElecJet), an industry pioneer in Lithium/Graphene battery
manufacturing and design. The two companies, Real Graphene and
ElecJet, merged earlier this year, resulting in the combination of
the graphene intellectual property of Real Graphene and the power
system/charging hardware of ElecJet. The result of this merger was
a symbiotic marriage of ground-breaking state-of-the-art battery
and power system technology within a single company. ElecJet and
Alpine 4 are also exploring plans with the State of Indiana to
convert its South Bend, Indiana facility into a US battery
production facility and bring graphene battery production to the
United States.
Kent Wilson, CEO of Alpine 4, had this to say: "Earlier this year,
Sam Gong, CEO of ElecJet, and I began working on a battery power
solution that could meet the enormous power needs of our future
US-2 drone. It was obvious that a pure lithium battery was not the
answer for the US-2 design protocol, and different technologies
would have to be implemented. Graphene became the obvious answer
for us. Graphene is an amazing conductor of electricity and
substantially reduces heat within lithium batteries during the
charging cycle. That reduction in heat and resistance in graphene
enhanced batteries allows for increased charging speeds and
extended battery life.
The combined efforts of Alpine 4 and ElecJet culminated in two
achievements. The first was recognizing that the business
opportunities for ElecJet would be greatly enhanced as an Alpine 4
subsidiary. The second was that working together as one company,
we could offer the electric vehicle (EV) market a new and
compelling battery solution. Most EV manufacturers use pure
lithium battery cells such as the 18650, 21700, and 4680. EV
companies such as Rivian, Tesla, Lucid and others, utilize varying
battery cells depending upon the power to energy density needs of
the vehicle they are producing. ElecJet's graphene lithium battery
offering will enhance all three primary battery cells currently
used by EV manufacturers (18650, 21700, and 4680) in both power
density and energy density. One key performance aspect of our
graphene batteries is that they will be able to charge 5-8 times
faster than the aforementioned lithium batteries can. Imagine
charging your car from 0-80% at a DC rapid charging system in under
10 minutes compared to 30-45 minutes with just lithium batteries
and subsequently not damage the battery cells within your vehicle
like repeated DC charging can do. This will bring the feasibility
of vehicles that use our graphene batteries in line with the time
it takes to fill a conventional vehicle with gas. We feel this is
the game-changer for the EV market as well as other various
commercial applications."
Samuel Gong CEO of ElecJet had this to say: "People have been
anxiously anticipating graphene for a decade, but it's mainly been
contained in a lab. This has led to tons of hype and plenty of
faux products and companies. But we're here to show that graphene
batteries are not the future, but the here and now. And while we
are primarily a battery cell producer, we put our money where our
mouth is by producing graphene battery power banks. We've created
various sizes of direct-to-consumer graphene power banks that fully
charge in just 17 minutes that are available for purchase on
Amazon, our Shopify site and even our newly launched campaign on
Indiegogo.
To put into perspective how impressive our resulting consumer
products are, our latest power bank on Indiegogo is over three
times the battery capacity of an iPhone 13 and will fully charge in
just 27 minutes! We could charge even faster but USB C is capped
at 100W. We've proven on a commercial scale that our graphene
battery technology not only allows you to charge over 5 times
faster than anything currently out there, but that it is a safe,
mass producible, compact, cost-efficient, sustainable and consumer
friendly product.
ElecJet/Real Graphene has the capability to bring graphene products
from production phase to creating end-user consumer products. This
wholistic, scalable capability is what has created our success.
Kent has an amazing vision that our team is excited to be a part
of, and his character upholds true core American values. Now that
ElecJet/Real Graphene has joined the Alpine 4 family of companies,
we can realize the next biggest evolution in the battery space in
decades and put the US back into the driver's seat of this core
technology."
ElecJet's newest power bank charger, the Apollo Ultra, was recently
highlighted by Forbes Magazine and digitaltrends.com.
ElecJet will reside in the A4 Technologies, Inc., Portfolio as both
a Driver and Facilitator from Alpine 4's DSF business model.
About Alpine 4
Alpine 4 Holdings, Inc (formerly Alpine 4 Technologies, Ltd) is a
publicly traded conglomerate that is acquiring businesses that fit
into its disruptive DSF business model of drivers, stabilizers, and
facilitators. As of April 14, 2021, the Company was a holding
company that owned nine operating subsidiaries: ALTIA, LLC; Quality
Circuit Assembly, Inc.; Morris Sheet Metal, Corp; JTD Spiral, Inc.;
Deluxe Sheet Metal, Inc.; Excel Construction Services, LLC;
SPECTRUMebos, Inc.; Impossible Aerospace, Inc.; and Vayu (US),
Inc.
Alpine 4 Holdings reported a net loss of $8.05 million for the year
ended Dec. 31, 2020, compared to a net loss of $3.13 for the year
ended Dec. 31, 2019, and a net loss of $7.91 million for the year
ended Dec. 31, 2018. As of June 30, 2021, the Company had $94.03
million in total assets, $47.12 million in total liabilities, and
$46.91 million in total stockholders' equity.
AMERICAN MOBILITY: $450K Sale of Raleigh Asset to Strickland OK'd
-----------------------------------------------------------------
Judge Joseph N. Callaway of the U.S. Bankruptcy Court for the
Eastern District of North Carolina authorized American Mobility,
Inc.'s private sale of the real property located at 2851 Van Huron
Dr. #103, in Raleigh, Wake County, North Carolina, to Strickland
Overlook, LLC, for $450,000.
The sale is free and clear of liens. Any liens will attach to the
proceeds of sale until distribution. All closing costs will be
funded by Charles R. England.
In order to consummate the transfer of the Sale Property, the
Debtor intends to perform under the Contract, in accordance with
the confirmed Plan and the orders of this Court. A closing of the
sale with the Purchaser was scheduled to be completed on Nov. 18,
2021. The Debtor's authority under this Order expired on Dec. 3,
2021.
Further, the Debtor's right and authority to transfer the Sale
Property is contingent upon the sale under the confirmed Plan of
the stock interest for the purchase price balance of $115,000. As
long as funds are in trust to complete the stock sale and cover all
closing costs, the Debtor may proceed with the transfer of the Sale
Property.
About American Mobility
American Mobility, Inc. operates a retail company selling and
servicing medical equipment directly to consumers in the Wake
County area in North Carolina. American Mobility filed a
voluntary
petition for relief under Chapter 11 of the Bankruptcy Code
(Bankr.
E.D.N.C. Case No. 21-01352) on June 11, 2021. William Ryan,
president, signed the petition. In its petition, the Debtor
disclosed total assets of up to $500,000 and total liabilities of
up to $10 million.
Judge Joseph N. Callaway oversees the case.
J.M. Cook, Esq., at J.M. Cook, PA, serves as the Debtor's legal
counsel.
AMERICAN NATIONAL: Seeks Cash Collateral Access
-----------------------------------------------
American National Carbide Co. asks the U.S. Bankruptcy Court for
the Southern District of Texas, Houston Division, for authority to
continue using cash collateral on an interim basis.
The Debtor requires the use of cash collateral to maintain
operations and preserve estate value during the period before
confirmation of a plan to reorganize.
The Debtor submitted its Amended Chapter 11 Subchapter V Small
Business Plan on September 2, 2021.
As a result of ongoing negotiations and finalization of Plan Terms,
financing packages and Confirmation Orders, the Confirmation
hearing set for December 7, 2021 has been reset by agreement to
December 20, 2021.
The Debtor asserts emergency consideration is necessary because the
court order granting continued cash collateral will expire on
December 7, 2021, and the Budget specified permission to make
disbursements of cash during October, November and the first week
of December.
The Debtor has contacted the Sub-Chapter V Trustee, Counsel for
Spirit Bank, Counsel for the Small Business Administration, being
the active parties in the matter, and there is no objection to the
granting of the Motion.
A copy of the motion is available at https://bit.ly/31uocEw from
PacerMonitor.com.
About American National Carbide
Tomball, Texas-based American National Carbide Co. --
http://anconline.com-- is a vertically integrated manufacturer of
cemented tungsten carbide products for a wide range of industries,
including metalworking, oil and gas, and wood processing, as well
as zinc reclaim powders and ready-to-press grade powders.
American National Carbide filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No.
21-31050) on March 26, 2021. Greg Stroud, president, signed the
petition. At the time of the filing, the Debtor disclosed
$1,492,225 in assets and $3,969,983 in liabilities.
Judge David R. Jones oversees the case.
Attorney Donald Wyatt, PC and Patrick C. Shields, PC serve as the
Debtor's legal counsel and accountant, respectively.
ANLOC LLC: Court Awards $181,000 to Bray et al. Counsel
-------------------------------------------------------
Anloc, LLC's first bankruptcy case commenced in February 2012. In
July 2012, Anloc sold interests in royalties from two oil and gas
leases to Fuqua Family Limited Partnership, Thomas Bray, Jamison &
Associates PLLC, and others in exchange for an unencumbered 40%
working interest in those leases. Paul Hendershott acquired an
interest in the same leases prior to Anloc's bankruptcy. The United
States Bankruptcy Court for the Southern District of Texas, Houston
Division, approved the sale, which bound the parties, their agents,
employees, legal representatives, successors, and assigns, in an
order prohibiting any party-in-interest from asserting any claims
brought by, through, or under Anloc or its property.
The order confirming Anloc's first amended plan split Anloc into
two companies: Anloc and Hockley Partners, Ltd. Anloc became an
operating company and Hockley Partners owned the oil and gas
leases. The confirmation order also required James W. Alexander
Living Trust and Alexander Energy, a working interest owner, to
prepare a modified note, deed of trust, and other security
documents. Alexander, Anloc, and Hockley Partners, LP executed a
"Modification and Extension of Note and Deed of Trust, Assignment
of Production and Security Agreement" in February 2013. The exhibit
to the modified deed of trust states that the property is subject
to any burdens the Court approved in Anloc's bankruptcy case.
In June 2017, Alexander assigned the modified deed of trust to ACSI
Holdings, LLC. Texas Oil Resources Operating, LLC ("TORO")
succeeded Anloc as operator of the two leases in July 2017.
Sometime between March and June 2019, ACSI contacted TORO and
disputed the royalty interests of Thomas Bray, Bruce Jamison, and
Paul Hendershott. TORO then filed a frivolous interpleader lawsuit
in the district court of Harris County alleging conflicting rights
to the royalties in July 2019. In the interpleader suit, TORO
requested that Enterprise Crude Oil, LLC, the first purchaser of
the oil produced from the leases, suspend royalty payments and
interplead the disputed funds to the court registry.
Fuqua removed the interpleader action to the federal district court
in the Southern District of Texas. The district court referred the
matter to the Bankruptcy Court on January 17, 2020.
ACSI, TORO, Enterprise and Fuqua entered a settlement agreement in
August 2020. On September 3, 2020, ACSI and TORO confessed judgment
and agreed to pay Bray's, Jamison's, and Hendershott's provable
attorneys' fees they incurred due to the frivolous interpleader
action. The Court ordered the parties to agree on the amount of
attorneys' fees or it would hold a hearing to determine the
appropriate amount. The parties did not agree and the Court held
hearings on December 7 and December 11, 2020.
TORO and ACSI confessed judgment and offered to pay provable
attorneys' fees and expenses. Bray, Jamison, and Hendershott
accepted the offer and seek Court approval of $233,774.75 in
attorneys' fees and $1,360.13 in expenses.
In a Memorandum Opinion dated November 18, 2021, the Bankruptcy
Court awarded $181,314.49 in attorneys' fees and $1,360.13 in
expenses. The Court holds that Bray, Jamison, and Hendershott
should not bear the costs of ACSI and TORO's improper conduct. TORO
and ACSI began the state court interpleader action in violation of
the Bankruptcy Court's orders. The Court said it has the power to
sanction improper conduct, including violations of its orders,
under Section 105 of the Bankruptcy Code. TORO and ACSI's actions
caused Bray, Jamison, and Hendershott to incur fees and expenses.
Section 105 is the appropriate vehicle for the Court to provide
compensation for conduct that violates this Court's orders,
including TORO and ACSI's pursuit of a meritless interpleader
action that seeks relief in contravention of the Court's order.
According to the Court, once the right to attorneys' fees comes
into being, Rule 54 provides the procedures for enforcing it unless
the right springs from the Federal Rules of Civil Procedure or 28
U.S.C. Section 1927. Because the Court is not awarding fees and
expenses as sanctions for violating the Federal Rules of Civil
Procedure or 28 U.S.C. Section 1927, Rule 54(d)(2)(A)-(C) applies.
Bray, Jamison, and Hendershott met the Rule 54 procedural
requirements, the Court concluded. First, they filed a motion for
attorneys' fees. Second, judgment has not been entered, so the
motion was not filed after the entry of judgment. Third, the motion
specifies the requested judgment, that Section 105 entitles Bray,
Jamison, and Hendershott to the award, and that the amount sought
would be proven at an evidentiary hearing per the Court's oral
order. Finally, while neither TORO nor ACSI requested the
opportunity for adversary submissions to a motion for attorneys'
fees, they filed multiple pre- and post-trial briefs arguing for a
lower fee award, the Court concludes.
A full-text copy of the decision is available at
https://tinyurl.com/ydk9a55r from Leagle.com.
The adversary proceeding is TEXAS OIL RESOURCES OPERATING, LLC, et
al., Plaintiffs, v. ACSI HOLDINGS, LLC, et al., Defendants,
Adversary No. 20-3014 (Bankr. S.D. Tex.).
About ANLOC LLC
An involuntary Chapter 11 petition was filed against Houston,
Texas-based ANLOC, LLC, on October 25, 2017 (Case No. 17-35952,
Bankr. S.D. Tex.)
ANLOC -- www.anlocenergy.com -- a privately owned independent oil &
gas exploration and development company. ANLOC, whose name stands
for "A Nice Little Oil Company" operates the 7,318 acre Hockley
Salt Dome oilfield in Northwest Harris County, Texas. ANLOC is
licensed as an operator by the Texas Rail Road Commission. Anloc's
operations are privately funded and it does not accept or solicit
any outside investors in any of its current projects. The company
is owned by its senior management.
The case is before Hon. Marvin Isgur.
The Petitioners are Wilburn Energy LLC, Arduous Energy Group, LLC,
Anastasios Pistofidis, K-3 Resources, L.P., Energy Fishing & Rental
Services Inc., and TEC Well Service LLC. They are represented by
Aamir Shahnawaz Abdullah, Esq., at J A Lambert PLLC, in Austin,
Texas.
B N EMPIRE: $4.4MM Sale of Tampa Property to Metro Plaza Approved
-----------------------------------------------------------------
Judge Roberta A. Colton of the U.S. Bankruptcy Court for the Middle
District of Florida, Tampa Division, authorized B N Empire, LLC's
sale of the real property located at 10915 N 56 St., in Tampa,
Florida 33617, and more particularly described as The South 100
feed of Lot D, LESS and EXCEPT the West 100 feet thereof and all of
Lots E F, G. and H, Block 25, TEMPLE TERRACE, in Section 15,
Township 28 South, Range 19 East, according to the plat thereof
recorded in Plat Book 25, Pages 58 through 68 inclusive, Public
Records of Hillsborough County, Florida, to Metro Plaza, LLC, for
$4,425,000.
The sale is free and clear of any and all security interests,
mortgages, liens, judgments, encumbrances, interests and
restrictions of any kind, including, without limitation, that
certain: (a) Consent Uniform Final Judgment of Foreclosure and
Final Judgment Against Defendants B N Empire, LLC, Corporation
Service Company as Representative and the State of Florida
Department of Revenue, recorded January 9, 2020 in Official Records
Boo 274, 247, Pages 1947 – 1953; (b) Tax Sale Certificate #19586
for unpaid taxes for the year 2015 under Tax ID Number:
A2007240000; (c) Tax Sale Certificate #18551 for unpaid taxes for
the year 2016 under Tax ID Number: A2007240000; (d) Tax Sale
Certificate #19390 for unpaid taxes for the year 2018 under Tax ID
Number: A2007240000; (e) Tax Sale Certificate #18565 for unpaid
taxes for the year 2019 under Tax ID Number: A2007240000; and (f)
Tax Sale Certificate #14897 for unpaid taxes for the year 2020
under Tax ID Number: A2007240000.
The Debtor is authorized to disburse and pay the certificate debts
outlined at closing. The lien of Elizon will attach to the
proceeds of the Sale at Closing with such funds to be held by the
Debtor's attorney’s escrow account, minus closing costs
associated with the Sale, pending further order of the Court.
The Sale Order will be effective and enforceable immediately upon
entry and its provisions will be self-executing, and the stay of
(i) orders authorizing the sale, use or lease of property of the
estate, as set forth in Bankruptcy Rule 6004(h); (ii) orders
authorizing the assignment of an executory contract or unexpired
lease, as set forth in Bankruptcy Rule 6006(d); and (iii)
proceedings to enforce a judgment, as set forth in Bankruptcy Rule
7062, or otherwise will not apply to the Sale Order.
The 14-day stay period pursuant to Fed. R. Bankr. P. 6004(h) is
waived.
The Debtor will not extend the Due Diligence Period beyond Nov. 16,
2021 at which time the $200,000 deposit provided for in Paragraph
2(a) of the Contract will not be refundable to the Purchaser.
About B N Empire, LLC
B N Empire, LLC, which owns a shopping center in Temple Terrace,
Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
21-04509) on August 30, 2021. In the petition signed by Rajesh
Bahl, manager, the Debtor estimated up to $50,000 in assets and $1
million to $10 million in liabilities.
The Law Firm of M. Vincent Pazienza, P.A. represents the Debtor as
counsel.
Hoffman, Larin & Agnetti, P.A. represents Elizon DB Transfer
Agent,
LLC, secured creditor.
BABCOCK & WILCOX: Board Declares Dividend on Series A Pref. Shares
------------------------------------------------------------------
The board of directors of Babcock & Wilcox Enterprises, Inc.
approved that the company declare a dividend of $0.4843750 per
share of its outstanding 7.75% Series A cumulative perpetual
preferred stock, with a record date for the dividend of Dec. 15,
2021 and a payment date of Dec. 31, 2021. The preferred stock is
listed on the New York Stock Exchange under the symbol "BW PRA."
About Babcock & Wilcox
Headquartered in Akron, Ohio, Babcock & Wilcox Enterprises is a
growing, globally-focused renewable, environmental and thermal
technologies provider with decades of experience providing
diversified energy and emissions control solutions to a broad range
of industrial, electrical utility, municipal and other customers.
B&W's innovative products and services are organized into three
market-facing segments which changed in the third quarter of 2020
as part of the Company's strategic, market-focused organizational
and re-branding initiative to accelerate growth and provide
stakeholders improved visibility into its renewable and
environmental growth platforms.
Babcock & Wilcox reported net losses of $10.30 million in 2020,
$129.04 million in 2019, $724.86 million in 2018, $379.01 million
in 2017, and $115.08 million in 2016. As of Sept. 30, 2021, the
Company had $729.36 million in total assets, $708.96 million in
total liabilities, and $20.40 million in total stockholders'
equity.
BELLAIRE SENIOR: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Bellaire Senior Living Center, L.P.
12420 Bellaire Blvd.
Houston, TX 77072
Business Description: The Debtor is the fee simple owner of a real
property located at 125-050 Square Feet, HT
BRR Co. Survey, Section 13, A-405, Harris
County, Texas valued at $100 million
Chapter 11 Petition Date: December 6, 2021
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 21-33893
Debtor's Counsel: Marc J. Magids, Esq.
ZUKOWSKI, BRESENHAN & PIAZZA LLP
1177 West Loop South
Suite 950
Houston, TX 77027
Tel: 713-965-9969
Email: mail@zbplaw.com
Total Assets: $100,000,000
Total Liabilities: $27,200,000
The petition was signed by John Czapski for BSLC, GP, LLC, managing
member.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/24BLZOI/BELLAIRE_SENIOR_LIVING_CENTER__txsbke-21-33893__0001.0.pdf?mcid=tGE4TAMA
BILL STARKS: $393K Sale of Trucks & Trailers to Atlas Dirt Approved
-------------------------------------------------------------------
Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern
District of Texas, Abilene Division, authorized Bill Starks
Construction Co., Inc.'s sale of the trucks and trailers listed on
Exhibit A to Atlas Dirt and Construction for $393,000.
The sale is free and clear of all liens, claims, and encumbrances.
A copy of the Exhibit A is available at
https://tinyurl.com/3j5udwa5 from PacerMonitor.com free of charge.
About Bill Starks Construction Co., Inc.
Bill Starks Construction Co., Inc. operates in the utility system
construction industry. It sought protection under Chapter 11 of
the
U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 21-10081) on June
9, 2021. In the petition signed by William Starks, president, the
Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Robert L. Jones oversees the case.
Weldon L. Moore, III, Esq., at Sussman and Moore, LLP is the
Debtor's counsel.
First National Bank and Trust Company of Weatherford, as lender,
is
represented by:
Thomas W. Choate, Esq.
Choate Law Firm, PLLC
P.O. Box 206
Abilene TX 79604
Tel: (325) 672-5070
E-mail: tomchoate@choatelawoffice.com
BOULDER BOTANICAL: Wins Cash Collateral Access
----------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has
authorized Boulder Botanical and Bioscience Laboratories, Inc. to
use cash collateral on an interim basis in accordance with the
budget, with a 10% variance, pending a final hearing.
The Debtor is permitted to use up to $120,000 of cash collateral.
The final hearing is set for December 16, 2021 at 10 a.m.
Frankens Investment Fund LLC, EZ Core, Ltd., Supreme Naturals, LLC
and Patrick Zuber assert an interest in the Debtor's cash
collateral.
As adequate protection for the Debtor's use of cash collateral, the
Secured Creditors are granted a replacement lien and security
interest against the Debtor's post-petition assets with the same
priority and validity as the Secured Creditors' pre-petition
security interests to the extent of the Debtor’s post-petition
use of cash collateral, except that no such replacement lien or
security interest will attach to any causes of action under chapter
5 of the Bankruptcy Code.
The Debtor is also directed to maintain adequate insurance coverage
on personal property.
The Court says any material default of the terms and conditions set
forth in the order will result in the termination of the use of
Cash Collateral unless otherwise ordered by the Court or waived by
Patrick Zuber.
A copy of the order is available at https://bit.ly/3oqVVrb from
PacerMonitor.com.
About Boulder Botanical
Boulder Botanical & Bioscience Laboratories, Inc. filed a voluntary
petition for Chapter 11 protection (Bankr. D. Colo. Case No.
21-15340) on Oct. 21, 2021, listing up to $500,000 in assets and up
to $10 million in liabilities.
Judge Elizabeth E. Brown oversees the case.
Berken Cloyes PC serves as the Debtor's counsel.
BOY SCOUTS: Judge to Permit Century to Review Ch.11 Council Docs
----------------------------------------------------------------
Vince Sullivan of Law360 reports that a Delaware bankruptcy judge
said Thursday, December 2, 2021, she would permit an insurer
covering the Boy Scouts of America to review historical scouting
rosters of one of the organization's local governing bodies after
the insurance company said it needed to assess the validity of some
sexual abuse claims.
Century Indemnity had sought documents from a regional Boy Scouts
governing council, including abuse incident reports and rosters of
scouts and leaders. During a videoconference hearing, U.S.
Bankruptcy Judge Laurie Selber Silverstein said she would allow
Century Indemnity Company to search through decades of records.
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BRAZOS ELECTRIC: Members Challenge Chapter 11 Strategy
-------------------------------------------------------
Maria Chutchian of Reuters reports that the members of bankrupt
Brazos Electric question strategy amid ERCOT dispute.
Members of wholesale power supplier Brazos Electric Power
Cooperative Inc are challenging its bankruptcy strategy following
the Texas winter storm that knocked out power for millions and left
Brazos with a $2 billion energy bill.
Tri-County Electric Cooperative, one of Brazos's largest members,
filed papers on Wednesday accusing Brazos of pursuing a
restructuring proposal that would place the financial burden on the
backs of retail and commercial ratepayers. Its statements came in
an objection to Brazos’ request to extend its control over the
bankruptcy process until March 28, 2022.
Brazos, the largest electric coop in Texas, filed for Chapter 11
protection in March 2021 after it was hit with a $2 billion energy
bill from the state’s electric markets operator, the Electric
Reliability Council of Texas (ERCOT). The bill for the seven-day
storm is nearly three times the co-op's total power cost from 2020,
which was $774 million, according to court papers. For several days
during the storm, ERCOT set electricity prices at $9,000 per
megawatt hour, around 500 times the usual rate.
Brazos and ERCOT have since been in litigation in bankruptcy court
over the bill.
Now, Brazos says it needs more time to file a reorganization plan
with the court. But Tri-County and another major member, CoServ
Electric, say Brazos has not seriously considered options that they
say would bring in more money to the estate without sticking
ratepayers with the bill.
Tri-County and CoServ say Brazos should consider selling some of
its transmission, distribution and generation assets. Instead, they
say, Brazos is focused on the securitization of the ERCOT claim,
which they say would pass along significant costs to ratepayers.
Both suggest that U.S. Bankruptcy Judge David Jones, who oversees
the case, grant Brazos a shorter extension, rather than the five
months it wants.
“It is unacceptable for the Debtor to pursue the path of
securitization, which burdens the member-owners with billions of
dollars of the Debtor’s obligations, unless Brazos also
concurrently analyzes with the same commitment and vigor other
potential options which are much less onerous for the retail and
commercial rate payers,” Tri-County said in its objection.
A group of smaller member coops said they support Brazos' request
for more time.
Brazos argues in court papers that it needs to know exactly how
much the ERCOT claim will ultimately amount to before it can
proceed with a reorganization plan, and it won't know that amount
until the litigation is resolved.
For Brazos: Lou Strubeck and Nick Hendrix of O'Melveny & Myers;
Jason Boland, Paul Trahan and Steve Peirce of Norton Rose
Fulbright; and Lino Mendiola, Michael Boldt and Jim Silliman of
Eversheds Sutherland (US)
For Tri-County: Sarah Schultz, Laura Warrick and Abid Qureshi of
Akin Gump Strauss Hauer & Feld, and J. Robert Forshey and Jeff
Prostock of Forshey Prostok
For CoServ: Charles Gibbs, Eric Seitz and Jane Gerber of McDermott
Will & Emery
About Brazos Electric Power Cooperative
Brazos Electric Power Cooperative Inc. is a 3,994-megawatt
transmission and generation cooperative which members' service
territory covers 68 counties from the Texas Panhandle to Houston.
It was organized in 1941 and the first cooperative formed in the
Lone Star state with the primary intent of generating and supplying
electrical power. At present, Brazos Electric is the largest
generation and transmission cooperative in the state and is the
wholesale power supplier for its 16 member-owner distribution
cooperatives and one municipal system.
Before the severe cold weather that blanketed Texas with
sub-freezing temperatures February 2021, Brazos Electric was in all
respects a financially robust, stable company with a strong "A" to
"A+" credit rating. But Brazos Electric Power Cooperative ended up
in Chapter 11 bankruptcy in Texas after racking up an estimated
$2.1 billion in charges from Electric Reliability Council of Texas
(ERCOT) over seven days of the freeze.
Brazos Electric filed a voluntary petition for relief under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-30725)
on March 1, 2021. At the time of the filing, the Debtor disclosed
assets of between $1 billion and $10 billion and liabilities of the
same range.
Judge David R. Jones oversees the case.
The Debtor tapped Norton Rose Fulbright US, LLP and O'Melveny &
Myers LLP as bankruptcy counsel; Foley & Lardner LLP and Eversheds
Sutherland US LLP as special counsel; Collet & Associates LLC as
investment banker; and Berkeley Research Group, LLC as financial
advisor. Ted B. Lyon & Associates, The Gallagher Law Firm, West &
Associates LLP, Butch Boyd Law Firm and Boyd Smith Law Firm, PLLC
serve as special litigation counsel and McKool Smith PC serves as
special conflicts counsel. Stretto is the claims and noticing
agent.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtor's case on March 15, 2021. The
committee is represented by the law firms of Porter Hedges, LLP and
Kramer, Levin, Naftalis & Frankel, LLP. FTI Consulting, Inc. and
Lazard Freres & Co. LLC serve as the committee's financial advisor
and investment banker, respectively.
BRICK HOUSE: $250K Sale of Riverton Property to Vesna Approved
--------------------------------------------------------------
Judge Kevin Anderson of the U.S. Bankruptcy Court for the District
of Utah authorized Brick House Properties, LLC's sale of
approximately 1.0005 acres of property, which is a portion of
parcel #27-344-020200000 located in Riverton, Utah, consistent with
the approximate size and location of Lot #1 and Lot #2 as
advertised on the Our Journey Private School Site Plan dated July
28, 2014, provided by the Seller and incorporated by reference into
the REPC, and more particularly, the size and location have been
identified by the Debtor and Vesna as set forth on the engineered
plan sets dated Jan. 16, 2020, to Vesna Capital, LLC, for
$250,000.
The property which is the subject of the REPC. The REPC, and all of
the terms and conditions thereof, is approved. Pursuant to
Bankruptcy Code Section 363(b), the Debtor is hereby authorized and
directed to consummate the sale contemplated by the REPC.
The sale is free and clear of any Liens, with all such Liens to
attach to the net proceeds of the sale.
The entire sale proceeds of $250,000 will be paid at closing to
RIVCAP Holdings, LLC, without deduction for amounts paid at closing
such as taxes or title insurance.
As required by the REPC, at closing the Debtor will pay the
reasonable and customary cost for an ALTA standard coverage owner's
policy of title insurance to be provided by Rudd & Hawkes title.
The real property taxes will be pro-rated between the Debtor and
the Buyer by (a) the taxes attributable to the land value
(excluding the building value) of the entire present tax parcel,
(b) multiplied by .363, and (c) pro-rated based on the number of
days of the year post-closing.
The Debtor and Vesna, as parties to the REPC, reserve all actions,
claims, counterclaims, defenses and the like that they each may
have with respect to the REPC and provisions thereunder.
The Order is effective immediately, and for cause shown the stay
otherwise imposed by Fed. R. Bankr. P. 6006(h) does not apply to
the Order.
About Brick House Properties, LLC
Brick House Properties, LLC, filed a Chapter 11 bankruptcy
petition
(Bankr. D. Utah Case No. 20-26250) on Oct. 21, 2020, estimating
under $1 million in both assets and liabilities.
Brick House Properties owns two parcels of real property in
Riverton, Utah. It leases portions of the property to four related
persons and entities: (i) Our Journey School LLC (the
"Pre-Elementary School"); (ii) Our Journey, Inc. (the "Elementary
School"); (iii) Hidden Valais Ranch LLC (the "Farm"); and (iv)
Emily and Josh Aune.
Emily Aune is the sole member of the Debtor, and is also the sole
member and owner of the Farm. She is a 90% owner in the
Pre-Elementary School. The Elementary School is a 501(3)(c)
non-profit and is managed by a board which Emily and Josh are
members of.
Judge Kevin Anderson oversees the case.
The Debtor is represented by Cohne Kinghorn, P.C. as counsel.
BRITT TRUCKING: Proposed Auction of Equipment by Permian Approved
-----------------------------------------------------------------
Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern
District of Texas authorized Britt Trucking Co. to enter into the
agreement with Permian International Auctions in connection with
the auction sale of the property of the estate listed in Exhibit B
in accordance with the terms of the Auction Agreement, subject to
the reserve amounts set forth in Exhibit B and subject to the terms
of the Order, without further order or approval of the Court.
In each case, the sale will be free and clear of all liens, claims,
encumbrances, and interests (with all such liens, claims,
encumbrances, and interests attaching to the proceeds of such
sale(s).
Pursuant to Bankruptcy Code Section 363, the Debtor is also
authorized to sell the Equipment listed in Exhibit B of the Order
through private sales to third parties, subject to the reserve
amounts set forth in Exhibit B and subject to the terms of the
Order, without further order or approval of the Court, in each case
free and clear of all liens, claims, encumbrances, and interests
(with all such liens, claims, encumbrances, and interests attaching
to the proceeds of such sale(s).
Within three business days following a private sale of any item of
Equipment to a third party, which will be a cash-only sale and in
an amount not less than the applicable reserve set forth in Exhibit
B, then the Debtor will file on the docket a notice of private sale
and serve the Private Sale Notice upon the Notice Parties.
The Debtor stipulates that Equify Financial, LLC will have an
allowed secured claim as of the Petition Date in the amount of not
less than $682,081.17, which is secured by, among other things,
valid, perfected, first priority liens and security interests
(subject to applicable ad valorem tax liens) in a 2012 Talbert 3
axle air equipment trailer, VIN# 40FSK5330Cl031976 ("Equify
Trailer") and the Equipment collateral specified on Exhibit B. The
proceeds from sales of Equify Collateral at the Auction will be
paid directly to Equify within seven business days of the date the
Debtor files the Auction Sale Notice.
Upon the Debtor filing an Auction Sale Notice or a Private Sale
Notice, counsel for the Dawson County Appraisal District will
inform the Debtor, the Subchapter V Trustee, and any creditor
asserting a lien in such Equipment of the proposed pro rata share
of the applicable ad valorem personal property taxes payable to the
Taxing Authority for such Equipment. If the Debtor, the Subchapter
V Trustee, any creditor asserting a lien in such Equipment, and the
Taxing Authority agree as to the amount of taxes that are due and
payable with respect to such Equipment, then such taxes will
promptly be paid to the Taxing Authority from the proceeds of such
sale. If the Debtor, the Subchapter V Trustee, any creditor
asserting a lien in such Equipment, and the Taxing Authority do not
agree as to the amount of taxes that are due and payable with
respect to such Equipment, then the Debtor will promptly segregate
an amount of the taxes in dispute pending resolution of the same.
Following the segregation of any such amounts for the Taxing
Authority, the remaining proceeds from the sale of any Equify
Collateral will be paid to Equify in accordance with paragraph 6 of
this Order. Further, in the event that the proceeds of the sales of
Equify
Collateral authorized by this Order are sufficient to pay (i) the
Equify Secured Claim in full, and (ii) the pro rata ad valorem
taxes owed to the Taxing Authority, then following a determination
as to Equify's right to receive proceeds with respect to
post-petition interest and attorneys' fees and payment of such
amounts, if any, to Equify, then any such additional excess
proceeds from the Sale of Equify Collateral will be paid to the
Taxing Authority, up to the full amount of the Taxing Authority's
allowed secured claim.
The Debtor is authorized to take any and all actions that may be
necessary, desirable, or appropriate to effect, implement, and/or
consummate such sales.
Notwithstanding Bankruptcy Rule 6004(h), to the extent applicable,
the Order will be effective and enforceable immediately upon entry
thereof.
Nothing in the Order will be construed as a waiver of any potential
rights and remedies that may be available to Equify in connection
with the Equify Collateral.
Nothing in the Order will be construed as a waiver of Equify's
rights to seek to establish that it is an oversecured creditor
entitled to post-petition interest and attorneys' fees.
A copy of the Exhibit B is available at
https://tinyurl.com/c9kfrpv5 from PacerMonitor.com free of charge.
About Britt Trucking
Britt Trucking Company is a Lamesa, Texas-based company that
operates in the general freight trucking industry.
Britt Trucking Company filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case
No.
21-50031) on March 3, 2021. Larry Price, president, signed the
petition. In the petition, the Debtor disclosed assets of between
$1 million and $10 million and liabilities of the same range.
Judge Robert L. Jones oversees the case.
R. Byrn Bass, Jr., Esq., and Craig, Terrill, Hale & Grantham,
L.L.P. serve as the Debtor's bankruptcy counsel and special
counsel, respectively.
BYRNA TECHNOLOGIES: Spokane Police to Buy 200 Byrna Less-Lethal TCR
-------------------------------------------------------------------
Byrna Technologies Inc. announced that on November 30th, the
Spokane County Board of County Commissioners voted to approve the
purchase of several types of Byrna Less-Lethal launchers, including
200 of the newest addition to the Byrna line, the Tactical Compact
Rifle (TCR), along with 39,000 rounds of Byrna non-lethal
ammunition and accessories.
These launchers will be provided to the Spokane County Sheriff's
Office patrol division, SWAT Team, and their TAC Unit which is
charged with managing instances of civil disorder. It is the
intent of the Sheriff's office to place one of the 200 TCR's in
every patrol car, giving ALL the Spokane Deputies the ability to
deploy a Byrna launcher at a moment's notice.
The Sheriff's Office began exploring less-lethal options after the
Washington State Legislature passed House Bill 1310 and House Bill
1054 in July. The legislation, which established new use-of-force
standards for law enforcement personnel with an emphasis on
minimizing the use of deadly force, prohibits the use of shotguns
by police in Washington State.
Spokane Sheriff Ozzie Knezovich stated, "[Byrna] was one of the few
platforms that we tested. The others that we looked at were still
in their developmental stage and we weren't willing to spend
taxpayer money on something that was experimental."
To ensure that every officer is trained on the proper use of
Byrna's less-lethal weapons systems, instructors from Byrna's Law
Enforcement division conducted a train-the-trainer (T3) course at
the Spokane County Sheriff's Office Training Facility. The 19
deputies in attendance were certified to train officers at the
Spokane County Sherriff's department to use and deploy the Byrna
TCR. The Spokane County Sheriff's Office anticipates training
their deputies and deploying the Byrna launchers in January 2022.
Josh Schirard, Director of Training for Byrna stated, "The TCR is
very easy to use. The manual of arms is very similar to other
weapons systems that law enforcement officers are familiar with, so
teaching someone how to use a launcher doesn't take a whole lot of
time."
This sale, which will be consummated in Byrna's fiscal 2022 first
quarter ending Feb. 28, 2022 totals more than $200,000. For all of
FY 2021, Byrna's law enforcement sales totaled $500,000. Byrna has
currently trained more than 200 law enforcement agencies in the
U.S. and is currently in discussions with numerous police
departments across the United States.
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.
CANTERA COURT: $120K Sale of Laredo Property to Wells Approved
--------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas authorized Cantera Court Complex, Inc.'s sale of
the real property located at 124 Alfonso Ornelas, in Laredo, Texas,
more specifically described as Lot 13, Block 1, Santa Rita
Subdivision, Phase XIV, "La Isla De Los Jueces," an addition to the
City of Laredo, Webb County, Texas, according to the map or plat
thereof recorded in Volume 26, Page 57, Map Records, Webb County,
Texas, to Gerardo E. Wells and Alicia P. Wells for $120,319, free
and clear of all liens, claims and interests.
The Trustee is authorized to sell the Estate's interest in the
Property to the Purchasers pursuant to the terms and conditions set
out in the Motion.
The sale of the Property to the Purchasers is free and clear of all
liens, claims, charges, encumbrances and other interests of any
kind or character, with all valid liens, if any, to attach to the
net sales proceeds, subject to the Trustee's avoidance powers, to
the extent necessary. The Property is specifically sold free and
clear of all liens, claims, charges encumbrances and other interest
of any kind or character specifically enumerated on Schedule C of
the Title Commitment attached as an exhibit to the Order. The
liens, interests, encumbrances will be released at closing because
there are not sufficient proceeds for any of said interests, liens,
or encumbrances to attach after payment of Falcon's lien.
The sale of the Property by the Debtor to the Purchasers will be
made "as is, where is" with no representations or warranties of any
kind.
The Debtor is further authorized to pay at closing (i) all ad
valorem taxes on the Property, (ii) the seller's portion of all
normal and customary closing costs.
When the transaction is closed and funded, with net proceeds in the
amount of $10,000 for a carve-out for attorney's fees remitted to
the Debtor at 10508 Reposado Drive, Laredo, Texas 78045.
When the transaction is closed and funded, net proceeds after
payment of ad valorem taxes, the seller's portion of all normal and
customary closing costs, $10,000 to the Debtor, will be paid to
Falcon Bank.
Notwithstanding anything to the contrary contained in the Sale
Motion or the related documents, the Purchasers will take the
Property subject to ad valorem tax liens which secured payment of
the 2021 ad valorem taxes assessed or to be assessed against the
Property, and these liens will remain until the 2021 taxes are paid
in full.
The 14-day stay requirements of Bankruptcy Rule 6004(h) are
waived.
About Cantera Court Complex
Cantera Court Complex, Inc. is the owner and operator of Cantera
Court Complex, one of the premier multi-tenant retail centers in
Laredo, Texas. It also owns six residential properties doing
business as BMW Creative Homes that are under contracts for deed.
Cantera Court Complex sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-50044) on April
30, 2021. In the petition signed by Eric Lee Benavides, director,
the Debtor disclosed up to $10 million in both assets and
liabilities. Catherine S. Curtis, Esq., at Pulman, Cappuccio &
Pullen, LLP, is the Debtor's legal counsel.
Falcon International Bank, as lender, is represented by Richard E.
Haynes III at Trevino Haynes, PLLC.
CANTERA COURT: $208K Sale of Laredo Property to Notzon Approved
---------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas authorized Cantera Court Complex, Inc.'s sale of
the real property located at 2666 Vineyard Loop, in Laredo, Texas,
more specifically described as Lot 33, Block 1, The Reserve
Subdivision Phase, situated in the City of Laredo, Webb County,
Texas, according to the map or plat thereof recorded in Volume 25,
Pages 68-69, Map Records, Webb County, Texas, to Marcel Notzon, III
or assigns for $208,000.
The Trustee is authorized to sell the Estate's interest in the
Property to the Buyer pursuant to the terms and conditions set out
in the Motion.
The sale is free and clear of all liens, claims, charges,
encumbrances and other interests of any kind or character, with all
valid liens, if any, to attach to the net sales proceeds, subject
to the Trustee's avoidance powers, to the extent necessary. The
Property is specifically sold free and clear of all liens, claims,
charges, encumbrances and other interest of any kind or character
specifically enumerated on Schedule C of the Title Commitment
attached as an exhibit to the Order. The liens, interests,
encumbrances identified on Exhibit A to the Order will be released
at closing because there are not sufficient proceeds for any of
said interests, liens, or encumbrances to attach after payment of
Falcon's lien.
The sale of the Property by the Debtor to the Buyers will be made
"as is, where is" with no representations or warranties of any
kind.
The Debtor is further authorized to pay at closing (i) all ad
valorem taxes on the Property, (ii) the seller's portion of all
normal and customary closing costs.
The transaction is closed and funded, with net proceeds in the
amount of $10,000 remitted to the Debtor at 10508 Reposado Drive,
Laredo, Texas 78045.
When the transaction is closed and funded, net proceeds after
payment of ad valorem taxes, the seller's portion of all normal and
customary closing costs, $10,000 to the Debtor, will be paid to
Falcon Bank.
Should the Net Proceeds be sufficient to pay at least 80% of the
Tax Note balance at closing, any excess proceeds will be remitted
to the Debtor. The Debtor is authorized to execute all instruments
and documents and to perform all other actions necessary to
consummate the transaction contemplated under the Motion and the
Order.
The 14-day stay requirements of Bankruptcy Rule 6004(h) are waived.
Notwithstanding anything to the contrary contained in the Sale
Motion or the related Sale Contract, the Buyer will take the
Property subject to ad valorem tax liens which secured payment of
the 2021 ad valorem taxes assessed or to be assessed against the
Property, and these liens will remain until the 2021 taxes are paid
in full.
About Cantera Court Complex
Cantera Court Complex, Inc. is the owner and operator of Cantera
Court Complex, one of the premier multi-tenant retail centers in
Laredo, Texas. It also owns six residential properties doing
business as BMW Creative Homes that are under contracts for deed.
Cantera Court Complex sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-50044) on April
30, 2021. In the petition signed by Eric Lee Benavides, director,
the Debtor disclosed up to $10 million in both assets and
liabilities. Catherine S. Curtis, Esq., at Pulman, Cappuccio &
Pullen, LLP, is the Debtor's legal counsel.
Falcon International Bank, as lender, is represented by Richard E.
Haynes III at Trevino Haynes, PLLC.
CENTER CITY: Freedman Wants to Borrow Money for Hospital
--------------------------------------------------------
Harold Brubaker of The Philadelphia Inquirer reports that the judge
overseeing the Hahnemann University Hospital bankruptcy rejected
Joel Freedman's plan to borrow $17.5 million to cover expenses of
the hospital buildings in Center City Philadelphia as well as pay
money owed to lawyers, his own company, and others helping him try
to sell the property.
Freedman's companies that own the buildings will run out of money
early next year, he said in filings to the bankruptcy court, which
held a four-hour online hearing Wednesday, December 1, 2021.
In her denial, U.S. Bankruptcy Judge Mary F. Walrath said there
were unanswered questions about how much of the proposed 15-month
loan would have been used specifically to maintain the properties
at Broad and Vine Streets, as opposed to paying other expenses.
"It is clear there is a big question as to what amount of a loan is
necessary, and also there is a question as to the length of a loan
that is necessary to preserve and maximize the value of those
properties," Walrath said.
Freedman, a California businessman who bought Hahnemann and St.
Christopher’s Hospital for Children in 2018 for $170 million, has
been at loggerheads with the bankrupt hospital's estate since the
bankruptcy began in June 2019.
When Freedman bought the hospitals, borrowing virtually all the
money, he split the real estate from the hospital businesses,
holding the real estate in companies that he controls. Such splits
are common because real estate alone is typically more valuable as
collateral for a loan than a business is.
The 2019 bankruptcy of Hahnemann and St. Chris did not include the
real estate occupied by either of the hospitals. Freedman sold the
St. Chris business to a joint venture of Tower Health and Drexel
University for $58 million and most of the real estate there to
Iron Stone Real Estate Partners for $65 million. The company leases
the site to the hospital.
But lawyers for the bankrupt shells of both hospitals have sued
Freedman, claiming that proceeds from an eventual sale of the
Hahnemann buildings should be used to pay bankruptcy claims that
could reach $300 million, according to one estimate.
Those lawyers, whose suit against Freedman in bankruptcy court in
Delaware is sealed, opposed Freedman's plan to borrow $17.5 million
because that money would be repaid first after a sale, leaving less
for the bankrupt entities if they succeed in dragging Freedman’s
real estate into the bankruptcy.
They also objected to the cost of the loan. No more than $6.5
million of the $17.5 million loan would have been available for the
preservation of the buildings, Mark Minuti, of Saul Ewing Arnstein
& Lehr LLP, Hahnemann's lead bankruptcy lawyer, told Walrath on
Wednesday.
Most of the the money would have been used to pay the interest and
other costs of the loan, a pension reserve, as well as fees to
lawyers and other advisors. More than $3 million would have gone to
Freedman's company, Paladin Healthcare, documents show.
As alternative financing, the bankrupt business offered Freedman a
six-month, $5.6 million loan. In a court filing, Freedman rejected
the offer as "draconian" because the term was too short and would
allow creditors to foreclose on the buildings when the loan was
due.
Walrath advised Freedman and lawyers for the bankrupt hospitals to
compromise on the size and length of a loan to protect the
Hahnemann properties until they are sold.
The monthly cost of maintaining the buildings — including
utilities, security, sprinkler systems, insurance, and taxes — is
$400,000 to $450,000, a Freedman representative testified.
"I don't think you want my business judgment to reign," she said.
About Center City Healthcare
Center City Healthcare, LLC, is a Delaware limited liability
company that operates Hahnemann University Hospital. Its parent
company is Philadelphia Academic Health System, LLC, which is also
the parent company of St. Christopher's Healthcare, LLC and its
affiliated physician groups.
Center City Healthcare and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
19-11466) on June 30, 2019. At the time of the filing, the Debtors
estimated assets of between $100 million and $500 million and
liabilities of the same range.
The cases are assigned to Judge Kevin Gross.
The Debtors tapped Saul Ewing Arnstein & Lehr LLP as legal counsel;
EisnerAmper LLP as restructuring advisor; SSG Advisors, LLC as
investment banker; and Omni Management Group, Inc. as claims and
noticing agent.
CHANCE W. BRITT: $230K Sale of Lamesa Property to Gordons Approved
------------------------------------------------------------------
Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern
District of Texas authorized Chance Wade Britt and Alexa Lynn
Britt's sale of the real property located at 702 North 17th Street,
in Lamesa, Texas 79331, to Kristopher Gordon and Meagan Diane
Gordon for $229,900.
If there are any liens, claims and encumbrances attached to the
real property, the liens will be satisfied within 10 days of the
sale in order of priority and before any proceeds being released to
the Debtor, Chance Britt or his sister, Lauri Britt Willis.
Any excess funds available after any and all valid liens are paid
in full will be divided evenly between the Debtor, Chance Britt or
his sister, Lauri Britt Willis.
Chance Wade Britt and Alexa Lynn Britt sought Chapter 11 protection
(Bankr. N.D. Tex. Case No. 21-50153) on Oct. 4, 2021. The Debtors
tapped Max Tarbox, Esq., as counsel.
CINEMA SQUARE: Court OKs Cash Collateral Deal with Trustee
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Santa Barbara Division has approved the stipulation between Cinema
Square LLC and Wilmington Trust National Association -- as Trustee,
for the benefit of the Holders of COMM 2016-DC2 Mortgage Trust
Commercial Mortgage Pass Through Certificates, Series 2016-DC2 --
over the Debtor's continued use of the Lender's cash collateral.
As previously reported by the Troubled Company Reporter, the
stipulation provided that the Debtor may use cash collateral
through February 28, 2022.
A copy of the order is available for free at https://bit.ly/3Io64wx
from PacerMonitor.com.
About Cinema Square LLC
Santa Barbara, Calif.-based Cinema Square, LLC is the owner of a
small shopping center located at 6917 El Camino Real, Atascadero,
California.
Cinema Square sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 21-10634) on June 14, 2021. In the
petition signed by Jeffrey C. Nelson, president, the Debtor
disclosed up to $50 million in assets and up to $10 million in
liabilities. Judge Deborah J. Saltzman oversees the case.
Beall & Burkhardt, APC and Damitz, Brooks, Nightingale, Turner &
Morrisset serve as the Debtor's legal counsel and accountant,
respectively.
CIRCOR INT'L: Moody's Rates New Senior Secured Debt 'B2'
--------------------------------------------------------
Moody's Investors Service assigned a B2 rating to CIRCOR
International, Inc.'s proposed senior secured debt, consisting of a
5-year revolving credit facility and 7-year term loan B. All other
ratings for CIRCOR are unaffected at this time, including the B3
corporate family rating, B3-PD probability of default rating and
SGL-3 speculative grade liquidity rating. The outlook remains
stable.
Proceeds of the new $530 million term loan B set to mature in 2028
will be used primarily to refinance the $492 million outstanding on
the existing term loan due 2024 and $25 million drawn on the
existing $150 million revolving credit facility due 2022. The new
$100 million revolving facility due 2026 is not anticipated to be
drawn at transaction close. The transaction will modestly increase
leverage, with pro forma debt-to-EBITDA approaching 7.7x (applying
Moody's standard adjustments that include a $168 million
underfunded pension liability), from about 7.5x. Moody's expects to
withdraw the ratings on the existing 2022 revolving facility and
2024 term loan upon close of the transaction.
Assignments:
Issuer: CIRCOR International, Inc.
Senior Secured 1st Lien Term Loan B, Assigned B2 (LGD3)
Senior Secured 1st Lien Revolving Credit Facility, Assigned B2
(LGD3)
RATINGS RATIONALE
The ratings reflect Moody's expectation that CIRCOR's leverage will
remain high but fall below 7x over the next year, with the pace of
de-leveraging slowed by revenue and earnings pressures from order
shipment delays due to supply chain and labor availability
constraints and from rising costs. Moody's expects these challenges
to continue into 2022, even as order rates improve in key end
markets, particularly the industrial and commercial aerospace
markets, following the disruptions from COVID-19. Operations are
exposed to key end markets that can be cyclical, especially within
the industrial segment. With supply chain issues also delaying the
timing to completion of projects in progress and the related cash
collections, free cash flow will likely remain modest in the near
term (about $5-$10 million), although expected to improve towards
the latter part of the next 12 to 18 months. Moody's believes
CIRCOR will use a majority of free cash flow for debt repayment,
which would help accelerate reducing leverage.
CIRCOR's ratings also reflect its favorable niche market focus
within severe flow control applications, a diverse customer base
highlighted by blue-chip industry leaders, improved flexibility in
the cost structure and an asset-light business model. Scale and
scope remain modest within the large, highly fragmented global flow
control sector. However, over the longer term, revenues should
reflect solid organic growth as demand from the commercial
aerospace industry gradually strengthens along with several sectors
within CIRCOR's industrial markets, including commercial marine,
chemical processing, power generation, and manufacturing machinery.
Moody's believes the company will remain focused on increasing its
higher-margin aftermarket revenue stream (roughly 30% of revenues),
which should lead to stronger earnings over the next couple of
years.
The B2 rating on the senior secured debt, one notch higher than the
CFR, is primarily the result of the pension liability (junior
debt), which provides a first-loss cushion to the senior secured
instruments in the event of a default.
Moody's expects CIRCOR to maintain adequate liquidity, supported by
healthy cash balances ($72 million as of October 3, 2021) and free
cash flow improving to over $30 million over the next 12 to 18
months. Liquidity is also supported by the new $100 million
revolving credit facility set to expire in 2026. The facility is
likely to be drawn periodically for working capital needs. The
facility will be subjected to a net leverage financial covenant of
6.5x ($75 million limit on cash netting) tested every quarter, with
step-downs yet to be determined, to a final test of 5.5x. The term
loan will not contain any financial maintenance covenants. There
are no near-term debt maturities other than $5.3 million of annual
amortization requirements on the term loan.
The outlook is stable, based on Moody's expectation of improving
demand to drive at least 5% organic revenue growth and earnings
expansion through 2022, aided by pricing actions and ongoing
productivity initiatives that help offset inflationary pressures.
Moody's also expects liquidity to remain sufficient to manage
through the potential for extended macroeconomic uncertainty or
supply chain imbalances and labor shortages.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded with a robust uptick in performance
from stronger and sustained demand in the industrial, oil & gas,
and aerospace & defense sectors, resulting in a meaningful
improvement in margins and cash flow. Debt-to-EBITDA expected to
remain below 5.75x, an EBITDA margin approaching 15% and free cash
flow-to-debt sustained around 5% or better could also lead to a
ratings upgrade. Accelerated growth in higher-margin, recurring
(aftermarket) revenues would also support consideration for an
upgrade.
The ratings could be downgraded with negative organic growth,
inability to demonstrate sequential quarterly improvement in
earnings and/or full year free cash flow of at least $25 million in
2022. A lack of demonstrated progress reducing leverage
meaningfully, such that debt-to-EBITDA is expected to remain above
6.5x for an extended period (especially absent positive free cash
flow), could also lead to a ratings downgrade, as could free cash
flow-to-debt sustained below 3%. Deteriorating liquidity could also
drive a negative rating action.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
CIRCOR International, Inc. provides flow and motion control
precision-engineered pumps, valves, fittings, switches, sensors and
flight components for use in extreme operating environments (e.g.
high pressure, high temperature, caustic fluids, fluids with
abrasives) within the industrial and aerospace & defense markets.
Revenues were $770 million for the twelve months ended October 3,
2021.
CLAROS MORTGAGE: Moody's Rates New $763MM Secured Term Loan 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to Claros
Mortgage Trust, Inc.'s (CMTG) new Term Loan B. CMTG's Ba3 long-term
corporate family rating and Ba3 senior secured rating were
unaffected by the company's decision to issue a new $763 million
secured Term Loan B facility maturing on August 9, 2026, whose
proceeds will be used to repay the company's existing Term Loan B.
CMTG's rating outlook is stable.
Assignments:
Issuer: Claros Mortgage Trust, Inc.
$763 Million Senior Secured Term Loan B, Assigned Ba3
RATINGS RATIONALE
CMTG's Ba3 long-term corporate family rating reflects the benefits
to creditors from the company's strong capital adequacy, including
low leverage, and solid profitability. The rating also reflects the
risks from CMTG's concentration in commercial real estate (CRE)
lending, its significant reliance on confidence-sensitive secured
funding, which encumbers certain of its earning assets limiting its
access to the unsecured debt markets particularly during times of
stress, and its limited operating history through a full credit
cycle given the company's recent formation in 2015.
The Ba3 rating assigned to CMTG's new Term Loan B reflects its
senior secured position in the company's capital hierarchy and
strong collateral coverage. The asset pledges comprising the loan's
security include a significant amount of cash and first-lien
mortgages, which Moody's views favorably. CMTG issued the new Term
Loan B mainly for the purpose of repricing its existing facility.
The new Term Loan B will use the secured overnight financing rate
(SOFR), replacing LIBOR as the reference rate, and reduce CMTG's
overall cost of funding.
CMTG's outlook is stable based on the resilience of the company's
performance during the coronavirus pandemic-induced CRE downturn,
and Moody's expectations that asset quality will improve and
capitalization will remain strong over the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
CMTG's ratings could be upgraded if the company: 1) improves its
funding profile by reducing its reliance on confidence-sensitive
secured borrowings, 2) increases its business diversification while
maintaining good asset quality, 3) continues to demonstrate strong,
predictable profitability, and 4) maintains high capital levels and
low leverage that compare favorably to peers.
CMTG's ratings could be downgraded if the company: 1) experiences a
material deterioration in asset quality and profitability, or 2)
increases its leverage (debt/equity) ratio above 3.5x given the
current portfolio mix.
The principal methodology used in this rating was Finance Companies
Methodology published in November 2019.
CLEARDAY INC: Friedman LLP Quits as Accountant
----------------------------------------------
Friedman, LLP has resigned as Clearday, Inc.'s independent
registered public accounting firm.
Friedman was engaged as the independent registered public
accounting firm of Clearday, Inc., on Nov. 5, 2021 for the fiscal
year ending Dec. 31, 2021 and was the independent registered public
accounting firm of Allied Integral United, Inc. As previously
reported by Clearday on a Current Report on Form 8K filed on Sept.
10, 2021, on Sept. 9, 2021, the company completed its previously
announced acquisition and merger with AIU.
The report of Friedman LLP on AIU's consolidated financial
statements for the years ended Dec. 31, 2019 and 2020 that were
included in the company's registration statement filed on Form S-4,
Registration No. 333-256138, as amended on June 14, 2021 did not
contain an adverse opinion or disclaimer of opinion, nor was it
qualified or modified as to uncertainty, audit scope or accounting
principles other than each such report contains an explanatory
paragraph regarding AIU's ability to continue as a going concern.
During the years ended Dec. 31, 2019 and 2020, and the subsequent
interim period through Nov. 30, 2021, there were no: (1)
disagreements (as defined in Item 304(a)(l)(iv) of Regulation S-K
and the related instructions) with Friedman LLP on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedures, which disagreement if not resolved
to the satisfaction of Friedman LLP would have caused Friedman LLP
to make reference thereto in its reports on the consolidated
financial statements for such years, or (2) reportable events (as
described in Item 304(a)(l)(v) of Regulation S-K).
Clearday is considering other firms to be its independent
registered public accounting firm to provide an audit report of the
company's consolidated financial statements as of and for the year
ending Dec. 31, 2021.
About Clearday
Clearday (fka Superconductor Technologies, Inc.) is an innovative
non-acute longevity health care services company with a modern,
hopeful vision for making high quality care options more
accessible, affordable, and empowering for older Americans and
those who love and care for them. Clearday has decade-long
experience in non-acute longevity care through its subsidiary
Memory Care America, which operates highly rated residential memory
care communities in four U.S. states. Clearday at Home -- its
digital service -- brings Clearday to the intersection of
telehealth, Software-as-a-Service (SaaS), and subscription-based
content.
Superconductor reported a net loss of $2.96 million in 2020
following a net loss of $9.23 million in 2019. As of July 3, 2021,
the Company had $2.36 million in total assets, $668,000 in total
liabilities, and $1.69 million in total stockholders' equity.
As of Sept. 30, 2021, the Company had $51.65 million in total
assets, $68.92 million in total liabilities, $15.13 million in
mezzanine equity, and a total deficit of $32.41 million.
Los Angeles, CA-based Marcum LLP, the Company's auditor since 2009,
issued a "going concern" qualification in its report dated March
31, 2021, citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain is operations.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.
CLUBHOUSE MEDIA: Enters Into Restructuring Deal With GS Capital
---------------------------------------------------------------
Clubhouse Media Group, Inc. entered into an Amendment and
Restructuring Agreement with GS Capital Partners, LLC. Prior to
entry into the Restructuring Agreement, the Company and GS Capital
were parties to the following agreements:
(i) the Securities Purchase Agreement, dated as of Jan. 25, 2021
and the Convertible Promissory Note dated as of Jan. 25, 2021,
issued pursuant to the 1/25/21 Agreement, which 1/25/21 Note, and
the $288,889 of principal amount and $11,556 of interest
thereunder, has since been converted into 107,301 shares of common
stock of the Company on June 21, 2021;
(ii) the Securities Purchase Agreement, dated as of Feb. 16, 2021
and the Convertible Promissory Note dated as of Feb. 16, 2021,
issued pursuant to the 2/16/21 Agreement;
(iii) the Securities Purchase Agreement, dated as of March 22,
2021 and the Convertible Promissory Note dated as of March 22,
2021, issued pursuant to the 3/22/21 Agreement;
(iv) the Securities Purchase Agreement, dated as of April 1, 2021
and the Convertible Promissory Note dated as of April 1, 2021,
issued pursuant to the 4/1/21 Agreement;
(v) the Securities Purchase Agreement, dated as of April 29,
2021 and the Convertible Promissory Note dated as of April 29,
2021, issued pursuant to the 4/29/21 Agreement; and
(vi) the Securities Purchase Agreement, dated as of June 3, 2021
(the "6/3/21 Agreement" and, collectively with the 2/16/21
Agreement, the 3/22/21 Agreement, the 4/1/21 Agreement and the
4/29/21 Agreement, the "Purchase Agreements") and the Convertible
Promissory Note dated as of June 39, 2021, issued pursuant to the
6/3/21 Agreement (the "6/3/21 Note" and, collectively with the
2/16/21 Note, the 3/22/21 Note, the 4/1/21 Note and the 4/29/21
Note, the "Notes").
Pursuant to the terms of the Restructuring Agreement, the maturity
date of each of the Notes was extended by six months, such that the
maturity date in each of the Notes is six months later than the
original maturity date under the respective Note.
In addition, pursuant to the terms of the Restructuring Agreement,
on Nov. 26, 2021, GS Capital sold to the Company, and the Company
redeemed from GS Capital, the Converted Shares, and in exchange
therefor, the Company issued to GS Capital a new convertible
promissory note in the aggregate principal amount of $300,445.
The New Note has a maturity date of May 31, 2022 and bears interest
at 10% per year. No payments of the principal amount or interest
are due prior to the Maturity Date, other than as specifically set
forth in the Note, and there is no prepayment penalty.
The New Note provides GS Capital with conversion rights to convert
all or any part of the outstanding and unpaid principal amount of
the New Note from time to time into fully paid and non-assessable
shares of the Company's common stock, at a conversion price of
$1.00, subject to adjustment as provided in the New Note and
subject to a 9.99% equity blocker.
The New Note contains customary events of default, including, but
not limited to, failure to pay principal or interest on the New
Note when due. If an event of default occurs and continues
uncured, GS Capital may declare all or any portion of the then
outstanding principal amount of the New Note, together with all
accrued and unpaid interest thereon, due and payable, and the New
Note will thereupon become immediately due and payable.
About Clubhouse Media
Las Vegas, Nevada-based Clubhouse Media Group, Inc. operates a
global network of professionally run content houses, each of which
has its own brand, influencer cohort and production capabilities.
The Company offers management, production and deal-making services
to its handpicked influencers, a management division for individual
influencer clients, and an investment arm for joint ventures and
acquisitions for companies in the social media influencer space.
Its management team consists of successful entrepreneurs with
financial, legal, marketing, and digital content creation
expertise.
Clubhouse Media reported a net loss of $2.58 million for the year
ended Dec. 31, 2020, compared to a net loss of $74,764 for the year
ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $1.70
million in total assets, $7.95 million in total liabilities, and a
total stockholders' deficit of $6.25 million.
Spokane, Washington-based Fruci & Associates II, PLLC, the
Company's auditor since 2020, issued a "going concern"
qualification in its report dated March 15, 2021, citing that the
Company has net losses and negative working capital. These factors
raise substantial doubt about the Company's ability to continue as
a going concern.
CMC II LLC: Plan Approval Ends Complicated Chapter 11
-----------------------------------------------------
Rick Archer of Law360 reports that a Delaware judge Friday,
December 3, 2021, approved an unopposed Chapter 11 plan for
affiliates of Consulate Health Care, ending a nine-month process
that counsel for the nursing home operator said had proven
unusually complicated.
At the brief virtual hearing, U.S. Bankruptcy Judge John Dorsey
said he was "pleased" Consulate had been able to put forward a
completely consensual plan to resolve a case that involved, among
other factors, a $258 million court judgment for Medicare
overbilling. "These cases have been very complicated for their
size," Consulate counsel Robert Weber said. CMC II LLC and five
other affiliates of Consulate hit Chapter 11 on March 1, 2021/
About CMC II LLC
CMC II, LLC, 207 Marshall Drive Operations LLC, 803 Oak Street
Operations LLC and three inactive affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 21-10461) on March 1,
2021.
CMC II, LLC, et al., are part of a group of Consulate Health care
corporate affiliates that manage and operate 140 skilled nursing
facilities. CMC II provides management and support services to
approximately 140 SNFs, each of which is operated by an affiliate
of the Debtors under the common ownership of non-Debtor LaVie Care
Centers, LLC, doing business as Consulate Health Care. 207 Marshall
Drive Operations LLC operates Marshall Health and Rehabilitation
Center, a 120-bed SNF located in Perry, Florida. 803 Oak Street
Operations LLC operates Governor's Creek Health and Rehabilitation,
a 120-bed SNF located in Green Cove Springs, Fla.
CMC II estimated assets and debt of $100 million to $500 million as
of the bankruptcy filing.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Chipman Brown Cicero & Cole, LLP, as counsel;
Alvarez & Marsal North America, LLC as restructuring advisor; and
Evans Senior Investments as broker. Stretto is the claims agent.
CONNOR FOREST: $375K Sale of Harvester & Used Tracks to Pagels OK'd
-------------------------------------------------------------------
Judge G. Michael Halfenger of the U.S. Bankruptcy Court for the
Eastern District of Wisconsin authorized Connor Forest Management
LLC's sale of the following property: (i) a 2017 Ponsse Ergo 8W
Harvester SER# PONS01HAJAA090322 with an attachment/Assec=2017
Ponsse H8, and (i) one set of used tracks for tires to Bryan and
Brandon Pagel for $375,000, as provided in the Purchase Agreement.
The sale is free and clear of liens as provided in 11 U.S.C.
Section 363(f).
The Debtor is authorized to pay any customary closing costs. It is
ordered to pay the net proceeds from the sale to Compeer Financial,
PCA.
The stay provided in Federal Rule of Bankruptcy Procedure 6004(h)
does not apply to the Order.
About Connor Forest Management
Laona, Wisc.-based Connor Forest Management LLC is a privately
held
company in the timber business. It also offers other services such
as trucking, land clearing, logging services, excavation and
firewood delivery.
Connor Forest Management filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wis. Case No.
21-23637) on June 25, 2021. Robert Connor, owner, signed the
petition. In the petition, the Debtor disclosed total assets of
$2,212,324 and total liabilities of $4,373,227. Judge Katherine M.
Perhach oversees the case. George B. Goyke, Esq., at Goyke &
Tillisch, LLP, serves as the Debtor's legal counsel.
DAEC HOME: $415K Sale of North Andover Condo Unit B to Viera Okayed
-------------------------------------------------------------------
Judge Christopher J. Panos of the U.S. Bankruptcy Court for the
District of Massachusetts authorized DAEC Home Improvement, LLC's
private sale of the real estate located at Condominium Unit B, 54
Elm Street, in North Andover, Massachusetts 0184, to Stephanie
Viera for $415,000.
The 14-day stay as provided under Fed. R. Bankr. P. 6004(h) will
not apply and the Order will be enforceable immediately upon
entry.
Such sale is free and clear of all liens and encumbrances of record
with any perfected, enforceable valid lien attaching to the
proceeds of the sale.
The Debtor, its agents, servants, or attorneys will distribute from
the gross sale proceeds to be derived from the sale of the real
estate disbursements in the following amounts and priorities:
(a) First, closing costs, recording expenses, and documentary
tax stamps in the ordinary course;
(b) Real estate taxes and water and sewer charges due to the
Town of North Andover in an amount not to exceed $20,385.79.
(c) Allowed claim of mortgage holder Toorak Repo Seller I
Trust in the amount of $249,817.11. Upon receipt of the proceeds
Toorak Repo Seller Trust I will issue a discharge of its mortgage
in acceptable form for recordation at the appropriate Registry of
Deeds;
(d) Allowed claim of Freddy and Maria Aida Ciro in the amount
of $60,760. Upon receipt of the proceeds Freddy and Maria Aida Ciro
shall issue a discharge of its mortgage in acceptable form for
recordation at the appropriate Registry of Deeds;
(e) A real estate broker's commission of $16,600 to
Jacqueline Goohs of EXP Realty to be split with buyer's broker;
and
(f) The balance to the Debtor's counsel pursuant to Section
5.4 of the Debtor's First Amended Chapter 11 Plan.
About DAEC Home Improvement
DAEC Home Improvement, LLC filed a petition for Chapter 11
protection (Bankr. D. Mass. Case No. 21-40160) on March 3, 2021,
listing as much as $1 million in both assets and liabilities.
Judge Christopher J. Panos oversees the case. The Law Offices of
John F. Sommerstein, represents the Debtor as legal counsel.
DAEC HOME: $415K Sale of North Andover Condo Unit Front Approved
----------------------------------------------------------------
Judge Christopher J. Panos of the U.S. Bankruptcy Court for the
District of Massachusetts authorized DAEC Home Improvement, LLC's
private sale of the real estate located at Condominium Unit Front,
54 Elm Street, in North Andover, Massachusetts 0184, to Stephanie
Viera for $415,000.
The 14-day stay as provided under Fed. R. Bankr. P. 6004(h) will
not apply and the Order will be enforceable immediately upon
entry.
Such sale is free and clear of all liens and encumbrances of record
with any perfected, enforceable valid lien attaching to the
proceeds of the sale.
The Debtor, its agents, servants, or attorneys will distribute from
the gross sale proceeds to be derived from the sale of the real
estate disbursements in the following amounts and priorities:
(a) First, closing costs, recording expenses, and documentary
tax stamps in the ordinary course;
(b) Real estate taxes and water and sewer charges due to the
Town of North Andover in an amount not to exceed $18,054.49.
(c) Allowed claim of mortgage holder Statebridge Co., LLC in
the estimated payoff amount of $245,901.97. Upon receipt of the
proceeds Statebridge will issue a discharge of its mortgage in
acceptable form for recordation at the appropriate Registry of
Deeds;
(d) Allowed claim CF Corevest Purchaser, LLC in the amount of
$75,000. Upon receipt ofthe proceeds CF Corevest LLC will issue a
discharge of its mortgage in acceptable form for recordation at the
appropriate Registry of Deeds;
(e) A real estate broker's commission of $16,600 to
Jacqueline Goohs of EXP Realty to be split with buyer's broker;
and
(f) The balance to the Debtor's counsel pursuant to Section
5.4 of the Debtor's First Amended Chapter 11 Plan.
About DAEC Home Improvement
DAEC Home Improvement, LLC filed a petition for Chapter 11
protection (Bankr. D. Mass. Case No. 21-40160) on March 3, 2021,
listing as much as $1 million in both assets and liabilities.
Judge Christopher J. Panos oversees the case. The Law Offices of
John F. Sommerstein, represents the Debtor as legal counsel.
DAEC HOME: Counsel Ordered to File Proposed Property Sale Orders
----------------------------------------------------------------
Judge Christopher J. Panos of the U.S. Bankruptcy Court for the
District of Massachusetts ordered DAEC Home Improvement, LLC's
counsel to submit revised Sale Orders, in connection with the
private sale of (i) 54 Elms Street, Unit Front, North Andover,
Massachusetts and (ii) 54 Elm Street, Unit Back, North Andover,
Massachusetts, consistent with what was discussed at the hearing
with copies to the counsel for the two lenders, the Chapter V
Trustee, and the United States Trustee.
The order will be submitted in word format to cjp@mab.uscourts.gov.
If the parties oppose the proposed order they will file a notice on
the docket within 24 hours of the time of the email submission.
About DAEC Home Improvement
DAEC Home Improvement, LLC filed a petition for Chapter 11
protection (Bankr. D. Mass. Case No. 21-40160) on March 3, 2021,
listing as much as $1 million in both assets and liabilities.
Judge Christopher J. Panos oversees the case. The Law Offices of
John F. Sommerstein, represents the Debtor as legal counsel.
DK PROPERTIES: $1.73MM Sale of Winder Property to SJCO Approved
---------------------------------------------------------------
Judge James R. Sacca of the U.S. Bankruptcy Court for the Northern
District of Georgia authorized DK Properties, LLP's private sale of
its real property owned known as 138 Park Avenue, in Winder,
Georgia, to Stan Johnson Company ("SJCO") for $1,725,000, pursuant
to the terms of that certain Commercial Purchase and Sale Agreement
("PSA").
The PSA is approved.
The Debtor is authorized and directed to sell the Property to the
Buyers and consummate the sale in accordance with and subject to
the terms and conditions of the PSA and are further authorized and
directed to perform under, consummate, and implement, the PSA,
including the execution and delivery of all additional instruments
and documents that may be reasonably necessary or desirable to
implement the PSA and the transaction contemplated by the PSA, and
to take all further actions as may be reasonably requested by the
Buyers for the purposes of assigning, transferring, granting,
conveying, and conferring to the Buyers or reducing to possession,
the Property, or as may be necessary or appropriate to the
performance of the Debtors’ obligations as contemplated by the
PSA.
The sale is free and clear of all liens, claims, encumbrances, and
obligations of any kind or nature whatsoever, whether known or
unknown, contingent or otherwise, whether arising before or
subsequent to the commencement of the Chapter 11 Case, and whether
imposed by agreement, understanding, law, equity or otherwise, with
all such encumbrances to attach to the cash proceeds of the sale.
The closing attorney is authorized and directed to pay from the
sale proceeds for the Property the sum of $103,500 to SJCO and the
sum of $1,599,276.14 to American First Federal, Inc. ("AFF"). Upon
the receipt of such funds SJCO and AFF will execute and deliver to
the closing attorney such documents as may be reasonably required
by the closing attorney evidencing the satisfaction of such claims.
As soon as practicable upon execution of the Order, the Debtor will
cause a correspondence to be sent to Deluxe Small Business Sales,
Inc. directing it to remit any and all held rent to AFF for
application to the existing loan balance.
Notwithstanding the provisions of Bankruptcy Rules 6004 and 6006,
the Order will not be stayed for 14 days after the entry thereof,
but will be effective and enforceable immediately upon entry, and
the 14-day stay provided in such rules is expressly waived and will
not apply. Any party objecting to the Order must exercise due
diligence in filing an appeal and pursuing a stay within the time
prescribed by law and prior to the Closing Date, or risk its appeal
being foreclosed as moot.
About DK Properties
Winder, Ga.-based DK Properties LLP filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga.
Case No. 21-20951) on Sept. 6, 2021, listing $2,345,390 in assets
and $1,616,009 in liabilities. David H. Smith, managing partner,
signed the petition. Kelley & Clements, LLP serves as the
Debtor's
legal counsel.
DOMTAR CORP: S&P Lowers ICR to 'BB' on Acquisition by Karta Halten
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit and senior unsecured
debt ratings on Domtar Corp. to 'BB' from 'BBB-' and removed the
ratings from CreditWatch with negative implications, where they had
been placed May 11, 2021.
S&P assigned its 'BB+' issue-level rating and '2' recovery rating
to the company's secured debt (previously issued by Pearl Merger
Sub Inc., a subsidiary of KH, now amalgamated into Domtar).
The acquisition of Domtar Corp. by Karta Halten (KH), a wholly
owned subsidiary of the Paper Excellence Group (not rated) has
closed, and the recapitalization of the company is almost
complete.
S&P said, "We expect higher incremental debt at Domtar will result
in weaker credit measures consistent with our previous downside
rating threshold. We view Domtar as a more highly leveraged company
following its acquisition by KH, which is part of the Paper
Excellence Group. KH funded the acquisition in part with the
issuance of US$775 million secured notes, a US$525 million secured
term loan B, and a US$250 million delayed draw term loan. Its
holding company, Pearl, was the issuing and borrowing entity, and
was amalgamated into Domtar following acquisition close (Domtar has
assumed all Pearl debt). As a result, we have aligned our 'BB'
issuer credit and 'BB+' issue-level ratings on Domtar with those on
Pearl. We intend to withdraw our ratings on Pearl.
"We expect the increase in Domtar's debt burden will result in
adjusted debt to EBITDA (leverage) of about 3x at year-end 2021 and
the mid-2x area in the following two years. The company's
prospective leverage is well above our assumptions before the
acquisition announcement. We assume a gradual improvement in
Domtar's credit measures beyond pro forma levels this year, mainly
from free cash flow generation that bolsters the net debt
position.
"In our view, the increase in Domtar's debt profile will increase
the sensitivity of the company's credit measures to future
commodity price fluctuations. We assume Domtar will carry gross
debt of slightly more than US$1.5 billion compared with our
previous estimate of about US$500 million (mainly its unsecured
notes) that incorporated material repayments from the proceeds
realized from the company's personal care business divestiture
earlier this year. At that time, we had assumed Domtar's leverage
would approach 1x in 2021 and 2022; this low level of leverage was
sufficient to mitigate our view of the prospective increase in the
volatility of its business--namely from heightened exposure to
future demand declines in uncoated free sheet (UFS) and pulp price
swings."
The acquisition adds uncertainty to Domtar's future strategic
priorities. KH is a holding company that owns Paper Excellence
Canada Investments Corp. (PECI; not rated) and Domtar (via an
intermediate holding company), with no additional assets or
liabilities. KH operates independently from affiliates that
together comprise the Paper Excellence Group owned by Jackson
Wajaya. S&P expects Domtar will operate on a stand-alone basis,
with no near-term changes in its executive leadership.
S&P said, "We expect Domtar will target leverage of about 2.5x
through a commodity cycle under its new ownership. We do not
anticipate future acquisitions, and the lack of mandated dividends
or continuation of its share repurchase program (US$233 million in
first-quarter 2021) should add financial flexibility." The
conversion of its Kingsport, Tenn. facility to lightweight
linerboard production (by late-2022)--a US$350 million project that
we assume will be funded with internally generated cash flow--is
likely to remain a core strategic focus.
However, uncertainty remains regarding KH's governance structure
and the influence the Paper Excellence Group will have on Domtar,
in addition to limited visibility on long-term financial policies.
S&P said, "Hence, we view Domtar as more speculative and reflect
this view in our assumptions. For example, we have not assumed any
cash distributions to KH from Domtar, which are possible, and this
could limit (or cease) the extent of future deleveraging assumed in
our base-case scenario. Moreover, we assess Domtar as part of the
KH group that also includes PECI. Domtar accounts for the vast
majority of our group credit profile (GCP) assessment, but we
believe PECI has a much weaker credit profile, mainly owing to its
small scale (it operates two pulp mills in Canada, in British
Columbia and Saskatchewan). Therefore, our rating on Domtar is
directly linked to our assessment of the KH group, which could be
affected by potential operating or financial issues PECI might
face."
Domtar has a long track record as a leading UFS producer, with
positive free cash flow amid the steady structural decline in paper
demand. S&P said, "Our rating incorporates Domtar's leadership
position in the North American UFS industry, accounting for
approximately 30% of shipments in North America. In the past
several years, the company has generated relatively steady cash
flows from this business despite the structural decline in demand
that has persisted mainly due to digital media's substitution for
print products. The company has large and modern paper mills, with
integrated pulp and cogeneration facilities that contribute to its
low cost profile (the bulk of the energy used to manufacture
products is self generated). Domtar effectively managed its
capacity through curtailment and conversions, which are likely to
continue. We view its cost position and relative scale as key
competitive advantages that more than offset its limited geographic
diversification (most sales occur in the U.S.). In the past six
years, the company has generated average annual free cash flow of
about US$250 million, which provides financial flexibility."
S&P Global Ratings estimates improvement in Domtar's earnings and
cash flow in 2022. Increased demand from the reopening of
businesses and schools that facilitates higher advertising and
commercial printing, as well as government spending increases, are
key drivers. This is clearly evidenced by the company's plan to
restart paper capacity (185,000 tons per year at its Ashdown mill
in Arkansas) next year to accommodate customer requests. In tandem
with higher shipments, announced price increases bode well for its
paper earnings through next year. Incremental paper production will
reduce Domtar's pulp shipments. In addition, the sale of its
Northern-Bleached-Softwood-Kraft pulp mill in Kamloops, B.C. was a
regulatory requirement for the closing of the acquisition. However,
S&P does not expect a significant impact on operating results and
assume pulp prices will remain above 2020 lows (recent softening is
from peak levels). In addition, cost-saving initiatives and the
production of lightweight linerboard (beyond 2022) should lift
margins.
Our rating incorporates the potential for volatility in the
company's earnings and profitability. Pulp sales are notoriously
volatile, and input cost inflation and supply chain constraints
have emerged as key headwinds (at least over the near term). S&P
also believes the structural decline in UFS demand will resume
beyond this year (likely in the low-single-digit area after 2022),
which underpins our expectation for earnings and cash flow to
stabilize in the next two years. However, the company will continue
to effectively manage its paper capacity, as it has demonstrated
for several years. Linerboard production should also meaningfully
contribute to a more stable source of higher-margin earnings once
the Kingsport conversion is completed, and future conversions could
follow.
The stable outlook reflects S&P Global Ratings' expectation that
Domtar will sustain an adjusted debt-to-EBITDA (leverage) ratio in
the 2x-3x range over the next few years. S&P expects the company
will generate much stronger year-over-year earnings and cash flow
in 2021, led by higher paper and pulp prices and shipments. Further
improvement in 2022, in tandem with continued free cash flow
generation, will likely facilitate gradual de-leveraging to the
mid-2x area.
S&P said, "We could downgrade the company if, over the next 12 to
24 months, we expect Domtar to sustain adjusted debt to EBITDA
approaching 4x. This could occur from paper and pulp prices and
shipments below our assumptions, most likely related to
weaker-than-expected macroeconomic conditions that lead to
sustained earnings and cash flow pressure. A downgrade could also
result from higher adjusted debt, most likely from free cash flow
deficits that could follow heightened growth investments or
shareholder distributions. A weaker assessment of Domtar's GCP
could also lead to a downgrade.
"We could raise the rating in the next couple of years if we expect
the company will sustain an adjusted debt-to-EBITDA ratio near 2x.
In this scenario, we would expect a material reduction in the
company's debt burden that improves our view of the prospective
volatility of Domtar's earnings and cash flow. We believe this
would likely follow consistent positive free cash flow generation
and the company's demonstrated commitment to maintain lower future
leverage. A corresponding improvement in our view of Domtar's GCP
would also be required for an upgrade."
EAST WEST AVL: Has Interim Cash Collateral Access Thru Dec 23
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina has authorized East West AVL Dev, LLC to use cash
collateral in the ordinary course of its business to pay for
expenses provided in the budget, through 11:59 p.m. on December 23,
2021.
Pantheon Capital Advisors, Inc. is granted a valid, enforceable,
perfected and continuing security interests in and lien on all
postpetition assets of the Debtor, of the same character and type,
to the same extent and validity, as the liens and encumbrances
attaching to the Debtor's assets prepetition.
As further adequate protection to Pantheon, the Debtor will make
adequate protection payments to Pantheon for $1,250, applicable to
the debt associated with Pantheon's first secured claim, and $800
to be applied to the debt associated with Pantheon's second secured
claim. The initial payment was due by 5 p.m. on November 30.
Subsequent payments are due on the last business day of each month
thereafter.
The Debtor will also escrow into its DIP account or prepay funds
for ad valorem taxes taxes equal to 1/12 of the yearly amount due
on each property.
A final hearing on the use of cash collateral is scheduled for
December 22 at 9:30 a.m., in the United States Bankruptcy Court, at
100 Otis Street, Asheville, NC 28801-2611.
A copy of the second interim order and the Debtor's budget is
available for free at https://bit.ly/3xXe5Uw from
PacerMonitor.com.
The budget provided for total expenses of $2,410 for November 2021
and $2,360 for December 2021.
About East West AVL Dev
East West AVL Dev, LLC sought protection for relief under Chapter
11 of the Bankruptcy Code (Bankr. W.D.N.C. Case 21-10134) on July
6, 2021, listing $100,001 to $500,000 in both assets and
liabilities.
Judge George R. Hodges oversees the case.
Ivey, McClellan, Siegmund, Brumbaugh & McDonough, LLP, serves as
the Debtor's legal counsel.
Michael Martinez was appointed as the Debtor's Subchapter V
Trustee.
ENRAMADA PROPERTIES: Creditor Chapa Says Disclosures Deficient
--------------------------------------------------------------
Creditor Roman Chapa objects to the proposed Second Amended
Disclosure Statement describing Amended Chapter 11 Plan filed by
debtor Enramada Properties, LLC.
Chapa is a creditor of Debtor Enramada Properties, LLC having filed
attached Claim No. 9 in Case No. 2:19-bk-1989-WB. Chapa is also a
creditor of Debtor Sylvia Novoa having filed attached Claim No. 14
in Case No. 2:19-bk-21788-WB. Chapa is also a co-owner with Debtor
Enramada Properties, of property located at 2714 Lanfranco St., Los
Angeles, CA 90033.
Chapa claims that the Second Amended Disclosure Statement ("DS") is
filed apparently on behalf of "the Individual Debtors" - Oscar Rene
Novoa and Sylvia Novoa. There no specific indication that the DS
represents a statement of the proposed plan of Debtor Enramada
Properties, LLC. There is no order of consolidation of the two
cases.
Mr. Chapa is a co-owner of the Lanfranco property with Enramada
Properties, LLC, not with Sylvia Novoa in her individual capacity.
However, the DS mentions Mr. Chapa in Sylvia Novoa's amended plan
and in connection with treatment of claims held by Anchor Loans a
lien holder on the Lanfranco Property.
Chapa points out that the DS is woefully deficient in that it
appears the DS describes a plan of Individual Debtor Oscar and
Sylvia Novoa and yet it purport to treat property and claims
contained in a separate bankruptcy case. This combined DS and plan
is highly confusing, especially for Chapa who has claims in both
bankruptcy cases. A separate DS for each estate would contain a
separate discussion of assets and liabilities, separate plan
implementation section, separate feasibility and liquidation
analysis, and a section on compliance with absolute priority rule.
Chapa asserts that the DS is woefully deficient because it does not
explain how Chapa's POCs and the amounts expended for advances and
other expenses will be fully recovered by Mr. Chapa or paid by the
Individual Debtors, Enramada, or by both.
Chapa further asserts that the DS is deficient in that it cannot
adequately describe treatment of Chapa's POCs in both cases nor
does it adequately explain how co-owner Mr. Chapa can recover all
expenses authorized by the Partnership Agreement.
A full-text copy of Chapa's objection dated Dec. 2, 2021, is
available at https://bit.ly/3IiOCK3 from PacerMonitor.com at no
charge.
Attorneys for Creditor Roman Chapa:
LAW OFFICE OF GLENN WARD CALSADA
Glenn Ward Calsada
1209 N. Central Avenue, Suite 205
Glendale, CA CA 91202
(818) 477-0314 / (818) 473-4277
glenn@calsadalaw.com
About Enramada Properties
Enramada Properties, LLC, based in Whittier, California, holds a
joint tenancy interest in a property located in Los Angeles,
California valued at $325,000. It also owns two real properties in
Whittier having an aggregate current value of $1.1 million.
Enramada Properties filed for Chapter 11 bankruptcy (Bankr. C.D.
Cal. Case No. 19-19869) on Aug. 22, 2019. In the petition signed
by Sylvia Novoa, managing member, the Debtor listed total assets of
$1,429,000 against total liabilities of $1,724,414. The Hon. Julia
W. Brand oversees the case. Andrew S. Bisom, Esq., at The Bison
Law Group, serves as the Debtor's bankruptcy counsel.
EQUINOX HOLDINGS: S&P Affirms 'CCC' ICR on Revolver Refinancing
---------------------------------------------------------------
S&P Global Ratings affirmed its 'CCC' issuer credit rating on
Equinox Holdings Inc.
S&P said, "We assigned our 'CCC' issue-level rating and '3'
recovery rating to the company's new $76 million revolving credit
facility and $73.9 million first lien term loan B-3.
"The negative outlook reflects our belief that the company could
face a liquidity shortfall over the next 12 months if it is not
able to raise additional liquidity in the near-term.
"The affirmation reflects our expectation that unless the company
can enhance its liquidity or materially slow its cash burn, it
could face a liquidity shortfall over the next 12 months.
Substantial support from the company's parent, Equinox Group LLC
and lease deferrals and abatements have helped the company maintain
liquidity despite significant membership declines and cash burn
during the COVID-19 pandemic. It is our understanding that Equinox
Group LLC has provided a $60 million equity commitment to Equinox,
and has also through affiliate company transactions, provided it
with approximately $113 million of liquidity in 2021. As of the
third-quarter-ended Sept. 30, 2021, the company reported
approximately $157 million of unpaid rent. We assume deferred rent
obligations will continue to grow until its memberships, revenue,
and cash flow levels are sufficient to begin paying all of its rent
in full.
"All of the company's clubs are fully open across the U.S. but
memberships continued declining into the third quarter of 2021
despite easing COVID-19 restrictions. We believe substantial
uncertainty exists about where the company's membership, revenue,
and EBITDA base could stabilize, and when the company could return
to EBITDA and cash flow profitability. As with other gym operators,
the COVID-19 pandemic made a significant impact in terms of
temporary gym closures, member losses, and memberships placed on
hold, leading to significantly lower revenue and a cash burn from
operations. Equinox ended the third quarter of 2021 with 232,000
members, which is down approximately 30% from year-end 2019 but
down less than 1% compared with the prior quarter. However, despite
declines in its total memberships the company's revenue has grown
and its EBITDA has become less negative quarter-over-quarter in
2021 because of members returning from non-dues paying status. We
believe there is significant uncertainty around the timing and
shape of the company's revenue and membership recovery especially
with the new Omicron variant that could result in further
restrictions and membership declines if it proves to be more
vaccine-resistant or transmissible than other COVID-19 variants. It
may take several years to return to pre-pandemic levels of revenue
and EBITDA. While we believe the company's high-quality gyms and
lifestyle brand still resonate with its core members, we anticipate
its high-priced memberships will recover more slowly than low-cost
gym memberships, which had lower cancellations and are experiencing
a faster recovery despite residual safety concerns.
"The negative outlook reflects our expectation that tough operating
conditions will persist and the company will likely face a
liquidity shortfall over the next 12 months absent a
liquidity-enhancing transaction of some kind.
"We could lower our ratings on Equinox to 'CCC-' if we envision a
specific default scenario over the next six months, including a
liquidity shortfall, financial covenant violation, or if the
company announces a debt restructuring transaction.
"We could revise our outlook on Equinox to stable or raise the
ratings if we believe the company can raise enough liquidity to
prevent a shortfall over the next 12 months."
FAITH CATHEDRAL: Chapter 11 Plan Confirmed by Judge
---------------------------------------------------
Judge David R. Duncan has entered an order confirming the Plan
filed by Faith Cathedral Look Up and Live Ministries, Inc.
The Bankruptcy Court has determined, after notice and a hearing,
that the requirements for approval of the disclosure statement have
been satisfied, and it having been determined after a hearing on
notice that the requirements for confirmation of the plan under 11
U.S.C. Sec. 1129 have been satisfied.
It is further ordered that the Debtor file with the Court, pursuant
to Federal Rule of Bankruptcy Procedure 2015(a) and District of
South Carolina Local Bankruptcy Rule 2015-3, each month until the
case is closed, monthly operating reports which must be in a form
satisfactory to the United States trustee and must include any
action taken toward the consummation of the plan.
A full-text copy of the Plan Confirmation Order dated Dec. 2, 2021,
is available at https://bit.ly/3EtUb6a from PacerMonitor.com at no
charge.
About Faith Cathedral Look Up
and Live Ministries
Faith Cathedral Look Up and Live Ministries, Inc., a tax-exempt
religious organization based in Piedmont, S.C., filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D.S.C. Case No. 20-03333) on Aug. 24, 2020. Jenette Cureton,
assistant administrator, signed the petition. At the time of the
filing, the Debtor disclosed $1 million to $10 million in both
assets and liabilities. Judge Helen E. Burris oversees the case.
Robert Pohl, Esq., at POHL, P.A., serves as Debtor's legal counsel
which was substituted by Jason Ward Law, LLC, as counsel.
FANNIE MAE: Names Chryssa Halley as EVP, Chief Financial Officer
----------------------------------------------------------------
Fannie Mae (formally, the Federal National Mortgage Association)
appointed Chryssa C. Halley, 55, as executive vice president and
chief financial officer of the company.
Effective as of Nov. 29, 2021, David Benson, Fannie Mae's
president, ceased serving as Fannie Mae's interim chief financial
officer and Ms. Halley ceased serving as Fannie Mae's senior vice
president and controller and as its principal accounting officer.
Prior to becoming the company's executive vice president and chief
financial officer, Ms. Halley served as senior vice president and
controller of Fannie Mae since May 2017. Ms. Halley previously
served as senior vice president and deputy controller of Fannie Mae
from 2013 to May 2017. Prior to that time, Ms. Halley served as
vice president and assistant controller for Capital Markets and
Operations from 2012 to 2013; vice president for Tax, Debt and
Derivatives and Securities Accounting from 2010 to 2012; and vice
president for Corporate Tax from 2007 to 2010. Ms. Halley joined
Fannie Mae in 2006 as director, Corporate Tax.
In connection with Ms. Halley's appointment, her total annual
target direct compensation will increase in two steps:
* Effective Dec. 5, 2021, her annual target direct compensation
will increase to $1,800,000; consisting of base salary of $500,000,
fixed deferred salary of $760,000 and at-risk deferred salary of
$540,000. This increase in Ms. Halley's compensation will be
prorated for 2021 based on the effective date of the increase.
* Effective Nov. 6, 2022, her annual target direct compensation
will increase to $2,200,000; consisting of base salary of $500,000,
fixed deferred salary of $1,040,000 and at-risk deferred salary of
$660,000. This increase in Ms. Halley's compensation will be
prorated for 2022 based on the effective date of the increase.
On Nov. 29, 2021, Fannie Mae also appointed James L. Holmberg, age
45, as senior vice president and controller of the company,
effective as of that date. Mr. Holmberg succeeded Ms. Halley as
Fannie Mae's principal accounting officer, effective Nov. 29,
2021.
Prior to becoming the company's senior vice president and
controller, Mr. Holmberg served as vice president-Finance
Accounting of Fannie Mae since September 2018. Mr. Holmberg
previously served as vice president-Financial Reporting of Fannie
Mae from 2013 to September 2018, and as acting vice
president-Securities Accounting from 2012 to 2013. Prior to that
time, Mr. Holmberg served as a Director of Capital Markets Finance
from 2011 to 2012. Mr. Holmberg joined Fannie Mae in 2009 as a
director of Financial Reporting.
In connection with Mr. Holmberg's appointment, his total annual
target direct compensation will increase to $850,000; consisting of
base salary of $400,000, fixed deferred salary of $195,000 and
at-risk deferred salary of $255,000. The increase in Mr.
Holmberg's compensation will be effective Dec. 5, 2021 and will be
prorated for 2021 based on the effective date of the increase.
About Fannie Mae and Freddie Mac
Federal National Mortgage Association (OTCQB: FNMA), commonly known
as Fannie Mae, is a government-sponsored enterprise (GSE) that was
chartered by U.S. Congress in 1938 to support liquidity, stability
and affordability in the secondary mortgage market, where existing
mortgage-related assets are purchased and sold. Fannie Mae helps
make the 30-year fixed-rate mortgage and affordable rental housing
possible for millions of Americans. The Company partners with
lenders to create housing opportunities for families across the
country. Visit -- http://www.FannieMae.com
Fannie Mae has been under conservatorship, with the Federal Housing
Finance Agency ("FHFA") acting as conservator, since Sept. 6, 2008.
As conservator, FHFA succeeded to all rights, titles, powers and
privileges of the company, and of any shareholder, officer or
director of the company with respect to the company and its assets.
The conservator has since provided for the exercise of certain
authorities by the Company's Board of Directors. The Company's
directors do not have any fiduciary duties to any person or entity
except to the conservator and, accordingly, are not obligated to
consider the interests of the company, the holders of the Company's
equity or debt securities, or the holders of Fannie Mae MBS unless
specifically directed to do so by the conservator.
A brother organization of Fannie Mae is the Federal Home Loan
Mortgage Corporation (FHLMC), better known as Freddie Mac Freddie
Mac (OTCBB: FMCC) -- http://www.FreddieMac.com-- was established
by Congress in 1970 to provide liquidity, stability and
affordability to the nation's residential mortgage markets.
Freddie Mac supports communities across the nation by providing
mortgage capital to lenders.
As of Sept. 30, 2021, the Company had $4.21 trillion in total
assets, $4.17 trillion in total liabilities, and $42.17 billion in
total stockholders' equity.
FAYETTE MEMORIAL: Sale of Connersville Property to Reid Approved
----------------------------------------------------------------
Judge Jeffrey J. Graham of the U.S. Bankruptcy Court for the
Southern District of Indiana authorized Fayette Memorial Hospital
Association, Inc.'s private sale of the real property located at
614 W. 35th Street, in Connersville, Indiana 47331, to Reid
Hospital & Health Care Services, Inc., or its assignee.
The terms and conditions of the sale of the Property as set forth
in the Purchase Agreement are approved by the Order as fair and
reasonable.
The sale is free and clear of Claims.
Except as expressly provided in the Purchase Agreement, Reid will
not be deemed to have assumed any Claims against the Debtor or the
Property.
The Order is a final order (as opposed to an interlocutory order)
and is enforceable upon entry.
The Debtor and the Plan Administrator Bernadette Barron are
authorized to take all actions necessary to effectuate the relief
granted pursuant to the Order.
About Fayette Memorial Hospital Association
Founded in 1913, Fayette Memorial Hospital Association, Inc. --
https://www.fayetteregional.org/ -- is a multi-faceted health care
organization in Connersville, Indiana. It offers ambulatory care,
cancer care, care pavilion, dermatology, diagnostic imaging,
emergency care, express care, facial and cosmetic procedures,
hospice care, laboratory services, pediatrics, physical therapy
and
rehabilitation, among other services.
Fayette Memorial Hospital Association sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No.
18-07762) on Oct. 10, 2018. In the petition signed by CEO Randall
White, the Debtor estimated assets of $10 million to $50 million
and liabilities of $10 million to $50 million. The case is
assigned to Judge Jeffrey J. Graham. The Debtor tapped Fultz
Maddox Dickens PLC as its legal counsel.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors. The committee tapped Fox Rothschild LLP as
its legal counsel.
The official committee of unsecured creditors was appointed on
Dec. 5, 2018. On Feb. 19, 2021, the Court confirmed the Joint
Plan of Liquidation by which it confirmed the Immaterially
Modified Joint Chapter 11 Plan of Liquidation. Pursuant to the
Confirmation Order and the Plan, the Committee was dissolved, and
Bernadette Barron of Barron Business Consulting, Inc., was
appointed as the Plan Administrator.
FIRST SUNNY: Unsecured Creditors to Recover 100% in Plan
--------------------------------------------------------
First Sunny Investments, LLC, filed with the U.S. Bankruptcy Court
for the Southern District of Florida a Disclosure Statement
describing Chapter 11 Plan of Reorganization.
The Debtor is a Florida Limited Liability Company which owns the
real estate and 12 multi family rental units located at 700
Atlantic Shores Avenue, Hallandale Beach, Florida (the "Property").
The owner of the Debtor is Boris Ovrutsky who has substantial
experience in owning and operating multi family apartment
properties in South Florida.
Mr. Ovrutsky currently owns several entities which own and operate
properties with apartment rentals. Two of those entities have
closings scheduled for December 2021 which will net over
$5,000,000.00 in equity. A small portion of this equity from the
sale of the properties constitute the funds which will be utilized
to reinstate the Wilmington Trust, National Association loan.
This Plan provides for 3 classes of claims (i) 1 secured claim
class consisting of Wilmington Trust, National Association's claim
secured by the commercial multi family property located at 700
Atlantic Shores Blvd, Hallandale Beach, Florida; (ii) 1 unsecured
class consisting of the claims of Capital One Bank in the amount of
$590.54 and claim of the Law Offices of Scott Levine scheduled in
the amount of $5,000; and (iii) the equity class consisting of the
owner of the Debtor, Boris Ovrutsky.
Unsecured creditors holding allowed claims will receive
distributions of 100% on the effective date. This Plan also
provides for the payment of administrative and priority claims.
Class 1 consists of the secured claim of Wilmington Trust, National
Association. Payment of past due amounts due and owning in order to
reinstate the loan which shall be paid on effective date which is
approximately $216,114.10. The monthly principal, interest payment
of $6,301.96, Real Estate Taxes of approximately $1,679.66 will be
paid from rental income derived from the rental units in accordance
with Note and Mortgage 1.
Class 2 consists of General Unsecured Claims. The General Unsecured
Claims of Capital One Bank in the amount of $590.40 and the Law
Office of Scott Levine shall be paid in full (100%) on the
effective date.
Class 3 consists of equity interest holder. The sole Equity
Interest Holder, Boris Ovrutsky shall maintain his equity interest
and will not be diluted.
The Plan shall be funded from the following sources: (a) revenues
generated by the Reorganized Debtor from rental of the 12 Units and
(b) Boris Ovrutsky who shall contribute the full amount to
reinstate the loan by bringing all payments current which Debtor
estimates based on the Affidavit submitted by Wilmington Trust,
National Association to be approximately $216,114.10, which
includes default interest through reinstatement.
A full-text copy of the Disclosure Statement dated Dec. 03, 2021,
is available at https://bit.ly/3pxlvdq from PacerMonitor.com at no
charge.
About First Sunny Investments
First Sunny Investments, LLC, is an owner and operator of a 12-unit
multi-family residential apartment complex located at 700 Atlantic
Shores Blvd. Hallandale Beach, Florida 33009. All units are leased
except for one which is currently pending prospective rental.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-19620) on Oct. 4,
2021. In the petition signed by Boris Ovrutsky, authorized
representative, the Debtor disclosed up to $50 million in assets
and up to $10 million in liabilities.
Thomas L. Abrams, Esq., at Gamberg & Abrams represents the Debtor
as counsel.
FORM TECHNOLOGIES: S&P Raises ICR to 'B-' on Sustainable Leverage
-----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Form
Technologies LLC to 'B-' from 'CCC+'.
S&P said, "At the same time, we raised our issue-level rating on
the company's $100 million revolving credit facility (RCF) and $640
million first-out, first-lien term loan to 'B-' from 'CCC+' and our
issue-level rating on its $175 million second-out, first-lien term
loan to 'CCC' from 'CCC-'. Our recovery ratings on its debt are
unchanged.
"The stable outlook reflects our view that Form's improved
operating performance will maintain leverage in the 8x-9x range in
2021, with further improvement in 2022. We also expect the company
to maintain adequate liquidity over our outlook horizon and
generate moderately positive free operating cash flow (FOCF)
starting in 2022.
"The upgrade reflects our forecast for an improvement in Form's
operating performance over the next 12 months. The company's new
capital structure, following the close of its February 2021
recapitalization transaction, has provided it with greater
flexibility due to the extension of its debt maturities. A strong
recovery in the demand in Form's enterprise technology, hardware,
and recreational vehicle end markets helped to support the
improvement in its operating performance during the first nine
months of 2021, which followed the pandemic-induced disruptions it
experienced the previous year. However, the recent sequential
decline in its sales to automotive companies due to ongoing supply
chain issues (notably the semiconductor chip shortage) partially
offset its expansion. We believe these factors will continue to
affect Form's profitability into 2022, specifically in the
automotive and consumer electronics markets. Furthermore, we expect
the ongoing labor challenges and inflationary cost headwinds to
lead to short-term pressure on its profitability, though we note
the company is able to pass through higher metal prices to its
customers. Despite these headwinds, we believe Form will experience
a continued recovery in its sales toward pre-COVID levels and
witness margin expansion towards the mid-teen percent area over the
next 12 months."
The company remains highly leveraged, though it has made
significant progress in strengthening its credit measures. Form's
solid earnings growth has reduced its rolling 12-month S&P Global
Ratings-adjusted debt to EBITDA to about 8.1x as of Sept. 30, 2021,
from about 11.9x in 2020. Although the company remains highly
leveraged, we believe it will continue to experience healthy demand
for its products and demonstrate a good ability to pass through
higher raw material costs to its customers. S&P said, "We project
Form's S&P Global Ratings-adjusted leverage will remain in the
8x-9x area in 2021 before improving below 8x in 2022. We treat the
company's preferred shares as debt under our criteria, primarily
because they are callable within five years. While the pay-in-kind
(PIK) feature of the preferred shares, along with their relatively
high interest rate, will lead to an increase in Form's debt levels,
we believe it will be able to offset this with earnings growth and
maintaining sustainable leverage metrics."
S&P said, "We expect Form Technologies to generate slightly
negative FOCF for the remainder of the year before returning to
positive FOCF generation in 2022. We expect the company's capital
expenditure (capex) will return to historical levels in 2021, after
being subdued in 2020 due to the pandemic, and anticipate increased
working capital investments to support its higher sales. This, in
our view, will largely offset Form's improved profitability and
lead it to generate negative FOCF in 2021. However, we expect the
company's working capital investments to normalize thereafter
and--together with its improving profitability--enable it to
generate healthy positive reported FOCF in the $25 million to $30
million range in 2022.
"We expect Form Technologies to maintain adequate liquidity to meet
its needs over the next 12 months. We believe the company's modest
cash position, $73 million of availability under its $100 million
revolving credit facility, and funds from operations (FFO) will be
sufficient to cover its modest working capital needs, mandatory
debt repayment, and capex. Additionally, following the February
2021 refinancing transaction, it no longer faces any near-term
maturities until 2025. Furthermore, we expect the company to
maintain a greater than 35% cushion under it leverage covenant over
the next 12 months.
"The stable outlook on Form Technologies reflects our expectation
that it will maintain leverage in the 8x-9x range over the next 12
months, supported by the economic recovery from the pandemic and
strong conditions in its enterprise technology, hardware, and
recreational vehicle end markets, while maintaining adequate
liquidity."
S&P could lower its rating on Form Technologies if:
-- Its operating performance is worse than S&P expects resulting
in a further increase in leverage; and
-- Negative FOCF generation leads to constrained liquidity and a
covenant breach, which causes S&P to view its capital structure as
unsustainable.
Although unlikely over the next 12 months, S&P could raise its
rating on Form Technologies if:
-- A significant improvement in its earnings and the alleviation
of supply chain constraints enables it to sustain S&P Global
Ratings-adjusted leverage of less than 6.5x; and
-- The company sustains positive FOCF.
FUTURUM COMMUNICATIONS: Seeks Approval to Tap Restructuring Advisor
-------------------------------------------------------------------
Futurum Communications Corporation and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of Colorado to
employ r2 advisors, llc as their restructuring advisor.
The firm will assist Futurum and its affiliates in the
administration of their Chapter 11 cases and in the proposed sale
of Peak Internet's assets. Peak Internet is a Woodland Park,
Colo.-based company owned by Futurum.
Until the closing of the proposed sale, the firm's services will
include:
(a) preparing for closing including obtaining access to and
copies of any information and data required by sellers following
the closing;
(b) preparing to provide all services required by sellers
following the closing, and becoming an authorized signer on all
bank accounts of the sellers; and
(c) consummating the proposed sale.
From and after the closing, the firm's services will include:
(a) managing the remaining day-to-day operations of the
sellers' business, retaining and supervising the Debtors'
professionals to represent the Debtors in their bankruptcy cases,
and retaining and supervising professionals of Peak Internet;
(b) representing the Debtors in discussions, negotiations, and
agreements with creditors; and
(c) assisting in the confirmation process for a Chapter 11
plan of reorganization.
The hourly rates of the firm's professionals are as follows:
Thomas M. Kim $500 per hour
Anne O'Donnell $250 per hour
The firm estimates that through the end of the year, with an
anticipated sale date effective as of Jan. 1, 2022, the fees will
be approximately $45,000, with an additional $30,000 from Jan. 1,
2022.
In addition, the firm will seek a $10,000 retainer and
reimbursement for work-related expenses incurred.
Thomas Kim, a member of r2 advisors, disclosed in a court filing
that his firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Thomas M. Kim
r2 advisors llc
1518 Blake Street
Denver, CO 80202
Telephone: (303) 865-8460
Email: info@r2llc.com
About Futurum Communications
Futurum Communications Corporation -- https://forethought.net -- is
an independent locally owned internet, cloud and communications
service provider with offices in Denver, Grand Junction and
Durango.
Futurum Communications filed a petition for Chapter 11 protection
(Bankr. D. Colo. Case No. 21-11331) on March 21, 2021, listing up
to $50 million in both assets and liabilities. Affiliates San
Isabel Telecom, Inc. and Brainstorm Internet, Inc. filed their
voluntary Chapter 11 petitions (Bankr. D. Colo. Case Nos. 21-12534
and 21-12549) on May 12, 2021. The cases are jointly administered
under Case No. 21-11331.
Judge Kimberley H. Tyson oversees the cases.
The Debtors tapped Onsager Fletcher Johnson, LLC as bankruptcy
counsel; Lance J.M. Steinhart, PC as special counsel; SL Biggs as
accountant; and r2 advisors llc as restructuring advisor.
GBG USA: Sean John Files Chapter 11, Nabs $3.3 Mil. Bid
-------------------------------------------------------
Daphne Howland of Retail Dive reports that Sean John, the apparel
brand founded by musical artist, record producer and entrepreneur
Sean Combs, filed for Chapter 11 bankruptcy Wednesday, December 1,
2021, in the U.S. Bankruptcy Court of the Southern District of New
York.
The filing adds the streetwear label to bankruptcy proceedings that
have been ongoing since parent company GBG USA (a subsidiary of
Global Brands Group Holding Limited) itself filed in July 2021.
Combs himself is said to be interested in buying back his brand,
Bloomberg reports. Sean John already has a stalking horse bid of
$3.3 million that sets the stage for an auction to be held Dec. 17,
per court filings.
This summer's bankruptcy filing was not GBG's first trip to New
York's Southern District Court this year -- Combs dragged Sean John
owner GBG there in February over licensing disputes, including
"unlawfully trading off of his name, image, likeness, and persona,
without his approval, permission, or consent, and to recover the
damages for the injuries they have caused him."
Of course, licensing is the bread and butter of brand conglomerates
like GBG, which is only the latest in the space to falter recently.
Iconix this summer unloaded a pile of debt by selling itself to
private equity and Sequential Brands went into bankruptcy. Another
brand aggregator, Bluestem Brands, filed for bankruptcy in 2020.
The distress comes despite these companies' purported advantages,
mainly their ability to leverage valuable intellectual property and
other assets with little risk from holding inventory, manufacturing
products or running retail operations.
GBG USA Inc.
GBG USA, Inc. is a company incorporated under the laws of Delaware
and is an indirect wholly-owned subsidiary of Global Brands Group
Holding Limited (SEHK Stock Code: 787). It is primarily engaged in
operating the wholesale and direct-to-consumer footwear and apparel
business in North America.
Global Brands Group Holding Limited is a branded apparel and
footwear company. It designs, develops, markets and sells products
under a diverse array of owned and licensed brands.
The Group's European wholesale business operates under legal
entities entirely separate and independent from the wholesale
business in North America. It primarily supplies apparel, footwear
and accessories to retailers and consumers across Europe under
licenses separately entered into by the European entities of the
Group. The Group's global brand management business operates on a
different business model and is distinctly separate from the
wholesale businesses in North America and Europe.
GBG USA and 10 affiliates sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 21-11369) on July 29, 2021. In its
petition, GBG listed between $1 billion and $10 billion in both
assets and liabilities.
The cases are handled by Judge Michael E. Wiles.
The Debtors tapped Willkie Farr & Gallagher LLP as legal counsel,
Ankura Consulting Group LLC as financial advisor, and Ducera
Partners LLC as investment banker. Alan M. Jacobs, president of
AMJ Advisors LLC, serves as the Debtor's chief strategy officer.
Prime Clerk, LLC is the claims and noticing agent and
administrative advisor.
Moses & Singer, LLP serves as legal counsel to the first lien admin
agent, first lien collateral agent and second lien collateral
agent.
The pre-bankruptcy first lien lenders are represented by
Linklaters, LLP while ReStore Capital, LLC, as DIP administrative
and collateral agent, is represented by Dechert LLP.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on Aug. 16, 2021. Stroock & Stroock & Lavan,
LLP and FTI Consulting, Inc. serve as the committee's legal counsel
and financial advisor, respectively. Prime Clerk, LLC is the
committee's information agent.
About Sean John
Sean John is the apparel brand founded by musical artist, record
producer and entrepreneur Sean Combs.
On Dec. 1, 2021, GBG Sean John LLC filed a voluntary petition for
relief under Chapter 11 of the United States Bankruptcy Code. The
Debtor's case is jointly administered under GBG USA's Case No.
21-11369.
In its petition, GBG Sean John listed estimated assets of between
$500 million to $1 billion and estimated liabilities of between $1
billion to $10 billion.
GENERATION BRIDGE II: Moody's Rates $405MM Secured Loans 'Ba2'
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Generation
Bridge II, LLC's ("GenBridge II" or "the Project") $405 million
senior secured credit facilities consisting of a 7-year $325
million term loan B, a 7-year $40 million term loan C and a $40
million revolving credit facility. The rating outlook is stable.
The Project will use term loan proceeds, in combination with $139
million of equity from sponsor Arclight Energy Partners Fund VII
("Arclight"), to acquire three gas-fired merchant power plants
totaling 1.8 gigawatts (GW) from Public Service Enterprise Group
Incorporated (PSEG: Baa2, stable). This transaction is a component
financing related to Arclight's acquisition of PSEG's 6.7GW fossil
fuel portfolio for $1.9 billion. The acquisition is expected to
close in early 2022.
Assignments:
Issuer: Generation Bridge II, LLC
Senior Secured Term Loan B , Assigned Ba2
Senior Secured Term Loan C, Assigned Ba2
Senior Secured Revolving Credit Facility, Assigned Ba2
Outlook Actions:
Issuer: Generation Bridge II, LLC
Outlook, Assigned Stable
RATINGS RATIONALE
The Ba2 rating for the senior secured credit facilities considers
the Project's near term cash flow visibility, with substantial
cleared capacity revenue through 2026 accounting for about 34% of
revenues under Moody's Base case, and projected financial metrics
solidly within the Ba-category including average debt service
coverage ratios (DSCR) around 2x. It also incorporates Moody's
assessment of the quality, diversification and competitiveness of
the asset collateral as a three-asset portfolio across both ISO-NE
and NYISO with exposure to merchant cash flow volatility.
The portfolio is anchored by the Bridgeport Harbor Station Unit 5
("Bridgeport"), which has substantial cleared capacity revenues
from ISO-NE through May 2026 via a 7-year inflation-protected
capacity price lock at $7.03 per kilowatt-month. Located in
Bridgeport, CT, the plant is a 500 megawatt (MW) combined cycle
facility commissioned in 2019 with a highly efficient 6,700 btu/kwh
heat rate and recent capacity factors around 80%. It has a firm gas
transportation agreement with Southern Connecticut Gas Company
(SCG: A3 stable) to source natural gas from the Iroquois Zone 2
pipeline. Bridgeport is currently natural gas-fired and expects to
add capability to fire on ultra-low sulfur diesel in 2023.
Throughout the life of the financing, Bridgeport contributes about
68% of EBITDA under Moody's base case.
Bethlehem Energy Center ("Bethlehem"), a 877MW 2005-vintage
combined cycle gas turbine located in NYISO just south of Albany,
NY, represents about 27% of EBITDA under Moody's base case over the
life of the loan. The plant operated at a 61% capacity factor in
2020 at a 6,970 heat rate. It is part of NYISO Capacity Zone F,
which is included in NYISO's rest-of-state pricing and generally
receives lower capacity prices than in the Lower Hudson Valley and
New York City load pockets. Energy prices, however, tend to track
downstate prices closely, allowing Bethlehem to occasionally
capture margin due to cheaper natural gas pricing. Bethlehem has a
diversified gas supply with access to both the Dominion Energy
pipeline and the Tennessee gas pipeline. It does not have a firm
fuel supply agreement, which Moody's view as a modest credit
negative. Natural gas pricing in the area can spike during the
winter months due to pipeline constraints in the Northeast;
however, this is mitigated by the plant's ability to source gas
from multiple pipelines. While the plant does not have dual-fuel
capability, it has not had difficulty sourcing natural gas
historically.
The last asset in the portfolio is New Haven Harbor, an older 448
MW steam turbine that operates using natural gas and No. 6 fuel oil
that rarely dispatches. Its revenues come from capacity sales into
the ISO-NE market, where it operates with a below 1% capacity
factor and is called upon in times of system stress or very high
gas prices. Commissioned in 1973, New Haven was originally designed
to burn No. 6 Fuel Oil and was modified to co-fire natural gas in
1980's. In 2011, the gas flow control was modified to allow the
unit to start and operate with natural gas up to 150 MW beyond
which co-firing with No 6 oil allows the unit to reach full load
with a 55% oil to 45% gas input split. It sources natural gas from
SCG and receives fuel oil deliveries by barge. New Haven Harbor
contributes 5% of EBITDA under Moody's base case.
Further supporting the credit profile are typical project finance
structural features including a trustee administered cash flow
waterfall of accounts, a 1.1x debt service coverage ratio (DSCR)
financial covenant and a cash-funded six month debt service reserve
requirement, which can also be funded with a letter of credit
issued by the sponsors, a credit strength in the transaction. Debt
will be repaid quarterly via a 1% amortization schedule. There will
be a mandatory cash sweep of 75% excess cash flow with a step-down
to 50% if the consolidated total net leverage ratio is less than or
equal to 2.0x and a step-up to 100% if the consolidated total net
leverage ratio is greater than or equal to 4.0x. The proposed
transaction includes asset sale limitation, including outright
prohibitions on the sale of Bethlehem and Bridgeport, with net
sales proceeds of any other non-ordinary course asset sales subject
to a 100% sweep. In addition, the proposed structure limits
additional pari-passu debt issuance up to $50 million subject to
the consolidated total net leverage ratio being lower than the
reported ratio at the closing date, along with rating agency
affirmation of the then-current ratings. Also, the collateral
package includes a first lien pledge on all of GenBridge II's
assets and stock, with a $100 million limit on the Bethlehem asset
with a negative pledge for the remaining Bethlehem asset value. The
structure includes a $12.5 million cap of permitted tax
distributions to the sponsors that comes before the excess cash
flow sweep payment in the cash flow waterfall.
Under Moody's base case projection, over the next three years the
portfolio will produce average consolidated DSCRs above 2.5x,
Project CFO/Debt above 15% and debt/EBITDA below 3.5x. Forecast
metrics weaken in 2023 due to Moody's expectations for lower power
and natural gas pricing and due to $24 million in expected capital
expenditures.
Liquidity Considerations
GenBridge II's liquidity will be anchored by a senior secured $40
million revolving credit facility that expires in 2026, a $40
million term loan C that matures in 2028 to be used to issue
letters of credit for collateral related posting, and a cash funded
six month debt service that will be cash funded at financial close.
The debt service reserve can be replaced by a debt service letter
of credit with the reimbursement obligation being recourse to the
sponsor.
Rating Outlook
The stable outlook reflects the GenBridge II's assets competitive
advantages in their respective power markets, with a capital
structure that positions the borrower reasonably well to withstand
the volatility associated with merchant capacity and energy
margins. The stable outlook reflects Moody's expectation that the
borrower will generate stable consolidated financial metrics with
PCFO to Debt above 15% and consolidated DSCRs above 2.5x.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade of the rating
The rating could be upgraded should the borrower repay debt
substantially greater than expected or if it generates financial
metrics with consolidated Project CFO to Debt above 20% and
consolidated DSCR above 3.0x on a sustained basis.
Factors that could lead to a downgrade of the rating
Negative rating pressure could develop if GenBridge II's plants
were to experience prolonged operational issues or significantly
increased expenses or if market conditions were to weaken such that
the Project's cash flow generating ability became materially
impacted leading to deteriorating credit metrics. The rating could
be downgraded if the borrower's consolidated DSCR drops below 1.5x
or consolidated PCFO to Debt drops to 10% for an extended period.
PROFILE
Generation Bridge II, LLC is a holding company created to hold 100%
interests of three power generation facilities located in New York
and Connecticut totaling 1,807 MW of generation capacity. Upon
completion of the proposed transaction, GenBridge II will be wholly
owned by an ArcLight affiliate.
The transaction is expected to close in early 2022 and subject to
various closing conditions, including regulatory approvals from the
Federal Energy Regulatory Commission, the New York State Public
Service Commission, and HSR anti-trust review.
The ratings are predicated upon receipt of final documentation in
accordance with Moody's current understanding of the transaction
and final debt sizing and projected cash flow and credit metrics
that are consistent with Moody's current expectations.
METHODOLOGY
The principal methodology used in these ratings was Power
Generation Projects Methodology published in June 2021.
GILBERT C. BENAVIDEZ: $333K Sale of Albuquerque Asset to TMLSS OK'd
-------------------------------------------------------------------
Judge Robert H. Jacobvitz of the U.S. Bankruptcy Court for the
District of New Mexico authorized Gilbert Clarence Benavidez and
Jennie Benavidez to sell to TMLSS Properties LLC for $317,638 (plus
a Ten-X Transaction fee of $15,881.90), the following property:
Legal Description: The East One Hundred feet (E. 100’) of
lots number 5 through 8, in Block numbered 44 of the Valley View
Addition, to the City of Albuquerque, Bernalillo County, New
Mexico, as the same are shown and designated on the plat of said
addition, filed in the Probate Clerk and Ex-Officio Recorder of
Bernalillo County, New Mexico, on Sept. 2, 1911, in Plat Book D1,
Page 32. and sometimes described as
The East 100' of lots number 5 through 8, in Block numbered 44
of the Valley View Addition, to the City of Albuquerque, Bernalillo
County, New Mexico, as the same are shown and designated on the
plat of said addition, filed in the office of the Probate Clerk and
Ex-Officio Recorder of Bernalillo County, New Mexico, on Sept. 2,
1911, in Plat Book D1, Page 32.
The sale is free and clear of liens and interests.
Old Republic Title is authorized to pay, from the $317,638 sale
proceeds, escrow charges, recording fees, and similar expenses
customarily regarded as normal costs of sale; outstanding property
taxes; and seller's broker's sales commission of 3% of the purchase
price ($10,279.56).
Old Republic Title is authorized to pay, from the $317,638 sale
proceeds, any liens of New Mexico Department of Workforce Solutions
filed of record at the time of closing.
Old Republic Title is authorized to pay, from the $317,638 sale
proceeds, $192,638.39 in satisfaction of the UBB Debt at the time
of closing.
Old Republic Title is authorized to retain the remaining sale
proceeds pending resolution of a forthcoming motion that addresses
a final disbursement.
Gilbert Clarence Benavidez and Jennie Benavidez sought Chapter 11
protection (Bankr. D.N.M. Case No. 20-11385) on July 10, 2020. The
Debtors tapped Nephi Hardman, Esq., at Attorney at Law, LLC as
counsel.
GRUPO AEROMEXICO: Creditors Claim Plan Hands Over $268M to Insiders
-------------------------------------------------------------------
Rick Archer of Law360 reports that Grupo Aeromexico's unsecured
creditors' committee has told a New York bankruptcy judge it will
oppose the airline's proposed Chapter 11 plan, saying it gifts
corporate insiders with nearly $268 million in equity while
shorting other creditors.
In a motion filed Thursday, December 2, 2021, the committee asked
the court to amend Grupo Aeromexico SAB de CV's Chapter 11 plan
disclosure statement to include an explanation of why the unsecured
creditors believe the proposed plan should be rejected for
undervaluing the company and unfairly providing certain
shareholders with equity over and above the value of their
investments.
"The Committee's primary concern with the Exit Financing Motion is
that it is inextricably linked to a plan of reorganization that is
fatally flawed due to, among other things, the allocation of
approximately $268 million in value to insider shareholders that
collectively control a majority of Grupo Aeromexico's board of
directors -- specifically, Delta Air Lines, Inc. ("Delta") and
certain current Mexican shareholders (the "Insider Mexican
Shareholders," and together with Delta, the "Insiders") -- over and
above the amount being invested by such parties under the Plan in
violation of the absolute priority rule. Specifically, the Plan
proposes to distribute reorganized equity with a value of
approximately $182.3 million to Delta merely for performing
services that the Committee believes Delta is already contractually
obligated to provide. In the case of the Insider Mexican
Shareholders, the Plan proposes to distribute reorganized equity to
them with a value of approximately $85.3 million simply for
performing services that they are currently providing as board
members and are required to perform in accordance with their
fiduciary duties under Mexican law, and are already being paid for
(and would continue to be paid for if they remain as board
members). The evidence also shows that the Insiders exerted undue
influence over the so-called "Independent Directors" throughout the
plan process, which has resulted in hundreds of millions of dollars
of distributable value being siphoned from unsecured creditors and
given to the Insiders. Delta was also previously an undisclosed
participant in Apollo's DIP investment, all while actively advising
the Debtors with respect to the business plan that served as the
basis for the Debtors' exit financing proposals," the Committee
said in court filings.
About Grupo Aeromexico
Grupo Aeromexico, S.A.B. de C.V. (BMV: AEROMEX) --
https://www.aeromexico.com/ -- is a holding company whose
subsidiaries are engaged in commercial aviation in Mexico and the
promotion of passenger loyalty programs. Aeromexico, Mexico's
global airline, has its main hub at Terminal 2 at the Mexico City
International Airport. Its destinations network features the United
States, Canada, Central America, South America, Asia and Europe.
Grupo Aeromexico and three of its subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 20-11563) on June 30,
2020. In the petitions signed by CFO Ricardo Javier Sanchez Baker,
the Debtors reported consolidated assets and liabilities of $1
billion to $10 billion.
The Debtors tapped Davis Polk and Wardell LLP as their bankruptcy
counsel, KPMG Cardenas Dosal S.C. as auditor, and Rothschild & Co
US Inc. and Rothschild & Co Mexico S.A. de C.V. as financial
advisor and investment banker. White & Case LLP, Cervantes Sainz
S.C. and De la Vega & Martinez Rojas, S.C., serve as the Debtors'
special counsel. Epiq Corporate Restructuring, LLC, is the claims
and administrative agent.
The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors on July 13, 2020. The committee is represented
by Willkie Farr & Gallagher, LLP and Morrison & Foerster, LLP.
GRUPO AEROMEXICO: Objections May Delay Its Bankruptcy Exit Plan
---------------------------------------------------------------
CH-Aviation reports that objections may delay Grupo Aeroméxico's
bankruptcy exit plan.
Grupo Aeromexico has asked the US bankruptcy court in New York to
extend until Dec. 30, 2021, the exclusivity period during which it
may file its final restructuring plan and to extend until February
28 the exclusive solicitation period, according to a court filing.
This follows an objection to the proposed financing plan by a group
of US creditors including Invictus Global Management, LLC; Corvid
Peak Capital Management, LLC; Hain Capital Group, LLC; and Livello
Capital Management, LP (together referred to as the Ad Hoc Group)
filed with the court on November 26.
"The court should not approve the exit financing motion in the face
of the alternative proposal developed by the Ad Hoc Group, which
provides a consensual path towards exiting Chapter 11 while at the
same time distributing value fairly across the capital structure,
including to fulcrum general unsecured claims holders and
increasing plan value by USD450 million," the objection to the
court reads.
The Ad Hoc Group argues the existing proposal from the debtors was
not the best path forward, failed to deliver consensus, and did not
maximise the value for all of the key creditor groups. Their
alternative proposal, they say, "provides Delta Air Lines (DL,
Atlanta Hartsfield Jackson) and Apollo Global Management -
[together the largest stakeholders in the Aeroméxico
restructuring] - with identical or improved treatment while
ensuring a consensual framework for a near-term emergence by
general unsecured creditors meaningful participation and reasonable
recoveries in the reorganised company".
According to the Ad Hoc Group, their plan had been shared with
Aeroméxico, unsecured creditors, Apollo Global Management, Delta
Air Lines, and main Mexican investors on November 21, but was not
considered. In light of this, the group was investigating
“whether the process leading to the existing proposal was tainted
by other considerations."
In a letter soliciting the support for their objection from the
boards of Delta Air Lines and Apollo Global Management, Global
Management co-founder and partner, Cindy Chen Delano, and Corvid
Peak Capital Management founder and Chief Investment Officer, Mark
Black, warned: "This restructuring could be on the verge of
devolving into protracted litigation because value is not currently
being distributed in a lawful manner consistent with decades of
well-established bankruptcy precedent. In particular, we believe
the value going to unimpaired claimants and third-party investors
is excessive and undermines a consensual exit."
Delta is Aeromexico's largest equity holder at almost 50% and Ed
Bastian, its chief executive officer, sits on the Mexican carrier's
board. Apollo provided the USD1 billion debtor-in-possession (DIP)
financing (of which the USD800 million tranche provides Apollo with
significant case-control through its unprecedented equity
conversion option).
"Thanks to the unique exit financing terms you have collectively
aligned on, you are both positioned to receive exceptional
recoveries and retain substantial equity in the reorganised
company. You also stand to receive representation on the board of
directors of the reorganised debtors and maintain continued
influence. We are asking that your interests and influence in these
cases now be applied to ensuring that there is a fair and
consensual path forward for all stakeholders – rather than one
marred by conflicts of interest and opacity," the letter reads.
Prior to the motion for an extension, Grupo Aeroméxico, on
November 29, filed a revised version of its reorganisation plan and
accompanying disclosure statement reflecting the final terms of the
previously disclosed joint proposal from lenders under Tranche 2 of
the company’s DIP financing facility, known as the "Alliance
Proposal". A hearing on the disclosure statement is currently
scheduled for December 6, 2021, and contemplates a confirmation
hearing being held on January 17, 2022.
In their motion for an extension to December 30, 2021, the debtors
argue it will permit them to seek consensus on the plan and
timeline currently contemplated "without the unnecessary
contentious confirmation process and unavoidable delay that a
competing plan would produce."
'The debtors submit that the revised plan filed on November 29,
2021, constitutes a 'viable' plan. Through intensive and lengthy
negotiations, which included the debtors and various key
constituencies engaging in a mediation before the Honourable Sean
H. Lane, the debtors have garnered broad creditor support for the
plan, as well as the support of critical counterparties and other
stakeholders. The debtors are not seeking to extend exclusivity to
pressure or prejudice their stakeholders; rather, the relief
requested herein is intended to maintain a framework conducive to
an orderly, efficient, and cost-effective emergence process," the
debtors argue.
About Grupo Aeromexico
Grupo Aeromexico, S.A.B. de C.V. (BMV: AEROMEX) --
https://www.aeromexico.com/ -- is a holding company whose
subsidiaries are engaged in commercial aviation in Mexico and the
promotion of passenger loyalty programs. Aeromexico, Mexico's
global airline, has its main hub at Terminal 2 at the Mexico City
International Airport. Its destinations network features the United
States, Canada, Central America, South America, Asia and Europe.
Grupo Aeromexico and three of its subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 20-11563) on June 30,
2020. In the petitions signed by CFO Ricardo Javier Sanchez Baker,
the Debtors reported consolidated assets and liabilities of $1
billion to $10 billion.
The Debtors tapped Davis Polk and Wardell LLP as their bankruptcy
counsel, KPMG Cardenas Dosal S.C. as auditor, and Rothschild & Co
US Inc. and Rothschild & Co Mexico S.A. de C.V. as financial
advisor and investment banker. White & Case LLP, Cervantes Sainz
S.C. and De la Vega & Martinez Rojas, S.C., serve as the Debtors'
special counsel. Epiq Corporate Restructuring, LLC, is the claims
and administrative agent.
The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors on July 13, 2020. The committee is represented
by Willkie Farr & Gallagher, LLP and Morrison & Foerster, LLP.
GTT COMMUNICATIONS: Seeks Court Approval to Hire TRS Advisors
-------------------------------------------------------------
GTT Communications, Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of New York to
employ TRS Advisors, the restructuring group of Piper Sandler &
Co.'s investment banking division, as their financial advisor and
investment banker.
The firm's services include:
(a) reviewing and analyzing the Debtors' assets, liabilities,
and operating and financial strategies;
(b) reviewing and analyzing the business plans and financial
projections prepared by the Debtors' management;
(c) evaluating the Debtors' debt capacity in light of their
projected cash flows and assisting in the determination of an
appropriate capital structure for the reorganized Debtors;
(d) evaluating the Debtors' liquidity;
(e) determining a range of values for the Debtors and any
securities that the Debtors offer or propose to offer in connection
with a transaction;
(f) identifying or initiating a potential amendment,
exchanges, new capital raises or other transaction alternatives;
(g) assisting the Debtors in raising debt or equity
financing;
(h) assisting the Debtors in planning for dialogue and
negotiations with creditors for a potential transaction;
(i) assisting the Debtors and their other professionals in
reviewing the terms and evaluating alternative proposals for a
proposed amendment, exchange, new capital raise or transaction;
(j) assisting or participating in negotiations with the
parties-in-interest;
(k) advising the Debtors with respect to, and attending,
meetings of the Debtors' board of directors, meetings of any
committee of the board of directors, creditor groups and other
interested parties, as reasonably requested;
(l) participating in hearings, as requested by the Debtors,
before the bankruptcy court and providing relevant testimony; and
(m) rendering such other financial advisory and investment
banking services as may be agreed upon by TRS Advisors and the
Debtors.
TRS Advisors will be compensated as follows:
(a) a monthly fee of $175,000;
(b) a completion fee of $10 million, payable upon the
consummation of any transaction;
(c) commencing with the monthly fee earned and paid for the
month of March 2021, 50 percent of all monthly fees paid and
received by TRS Advisors shall be credited against any completion
fee, amendment fee or exchange fee;
(d) a new capital fee equal to: (i) 1 percent of the face
amount of any senior secured financing raised, issued or otherwise
incurred; (ii) 2 percent of the face amount of any junior secured
financing raised, issued or otherwise incurred; (iii) 2.50 percent
of the face amount of any senior or subordinated unsecured
financing raised, issued or otherwise incurred; and (iv) 4.50
percent of any equity capital raised, issued or otherwise
incurred;
(e) such additional fees that are mutually agreed upon by TRS
Advisors and the Debtors.
In addition, the firm will seek reimbursement for expenses
incurred.
Matthew Mintzer, a managing director at TRS Advisors, disclosed in
a court filing that his firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Matthew Mintzer
TRS Advisors
1251 Avenue of the Americas, Sixth Floor
New York, NY 10020
Telephone: (212) 205-1453
About GTT Communications
Headquartered in McLean, Virginia, GTT Communications, Inc. --
http://www.gtt.net/-- owns and operates a global Tier 1 Internet
network and provides a comprehensive suite of cloud networking
services.
GTT and its affiliates sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 21-11880) on Oct. 31, 2021, to implement a
prepackaged Chapter 11 plan.
GTT had total assets of $2.8 billion and total debt of $4.1 billion
as of June 30, 2021. As of the petition date, the Debtors had
pre-bankruptcy funded indebtedness totaling $2.015 billion.
Judge Michael E. Wiles oversees the cases.
The Debtors tapped Akin Gump Strauss Hauer & Feld, LLP as legal
counsel; TRS Advisors as financial advisor and investment banker;
and Alvarez & Marsal, LLC as restructuring advisor. Brian Fox,
Alvarez & Marsal's managing director, serves as the Debtors' chief
restructuring officer. Prime Clerk, LLC is the claims agent and
administrative advisor.
GTT COMMUNICATIONS: Taps Akin Gump Strauss Hauer & Feld as Counsel
------------------------------------------------------------------
GTT Communications, Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Akin Gump Strauss Hauer & Feld, LLP as their legal counsel.
The firm's services include:
(a) advising the Debtors with respect to their powers and
duties in the continued management and operation of their
businesses and properties;
(b) advising and consulting with the Debtors on the conduct of
their Chapter 11 cases;
(c) attending meetings and negotiating with representatives of
creditors and other parties-in-interest;
(d) taking all necessary actions to protect and preserve the
Debtors' estates;
(e) preparing pleadings;
(f) representing the Debtors in connection with obtaining
authority to continue using cash collateral and, if necessary,
post-petition financing;
(g) representing the Debtors in connection with the
prosecution of a Chapter 11 plan and matters pertaining thereto;
(h) advising the Debtors in connection with any potential sale
of assets;
(i) appearing before the bankruptcy court and any appellate
courts;
(j) advising the Debtors regarding tax matters;
(k) advising the Debtors regarding regulatory and any other
governmental related matters; and
(l) performing all other necessary legal services for the
Debtors in connection with the prosecution of their bankruptcy
cases.
In the 12 months leading up to the petition date, Akin Gump
received advance payments in the aggregate amount of $38,911,842.58
for services to be rendered and expenses incurred.
The hourly rates of the firm's attorneys and staff are as follows:
Billing Category 2021 Range 2022 Range
Partners $1035 – $1,900 $1,125 – $1,995
Senior Counsel $780 – $1,530 $845 – $1,655
Counsel $900 – $1,145 $1,025 – $1,225
Associates $555 – $1,010 $605 – $1,130
Paraprofessionals $215 – $460 $235 – $495
In addition, the firm will seek reimbursement for expenses
incurred.
Akin Gump provided the following responses to the questions set
forth in Part D of the Revised U.S. Trustee Guidelines:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No. The hourly rates are consistent with (a) market
rates for comparable services and (b) the rates that Akin Gump
charges and will charge other comparable Chapter 11 clients,
regardless of the location of the Chapter 11 case.
Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed post-petition, explain the
difference and the reasons for the difference.
Response: Akin Gump has represented the Debtors on various
matters since 2019. During that period, Akin Gump charged the
Debtors its standard rates in effect at that time. Except for its
standard annual adjustments to billing rates in January of each
year, Akin Gump's billing rates did not otherwise change or
increase during its engagement.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response: Akin Gump expects to develop a prospective budget and
staffing plan to reasonably comply with the U.S. trustee's request
for information and additional disclosures, as to which the firm
reserves all rights. The Debtors have approved Akin Gump's proposed
hourly billing rates.
Ira Dizengoff, Esq., a partner at Akin Gump, disclosed in a court
filing that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Ira S. Dizengoff, Esq.
Philip C. Dublin, Esq.
David H. Botter, Esq.
Naomi Moss, Esq.
Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
New York, NY 10036
Telephone: (212) 872-1000
Facsimile: (212) 872-1002
Email: idizengoff@akingump.com
pdublin@akingump.com
dbotter@akingump.com
nmoss@akingump.com
About GTT Communications
Headquartered in McLean, Virginia, GTT Communications, Inc. --
http://www.gtt.net/-- owns and operates a global Tier 1 Internet
network and provides a comprehensive suite of cloud networking
services.
GTT and its affiliates sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 21-11880) on Oct. 31, 2021, to implement a
prepackaged Chapter 11 plan.
GTT had total assets of $2.8 billion and total debt of $4.1 billion
as of June 30, 2021. As of the petition date, the Debtors had
pre-bankruptcy funded indebtedness totaling $2.015 billion.
Judge Michael E. Wiles oversees the cases.
The Debtors tapped Akin Gump Strauss Hauer & Feld, LLP as legal
counsel; TRS Advisors as financial advisor and investment banker;
and Alvarez & Marsal, LLC as restructuring advisor. Brian Fox,
Alvarez & Marsal's managing director, serves as the Debtors' chief
restructuring officer. Prime Clerk, LLC is the claims agent and
administrative advisor.
GTT COMMUNICATIONS: Taps Alvarez & Marsal as Restructuring Advisor
------------------------------------------------------------------
GTT Communications, Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Alvarez & Marsal North America, LLC and designate Brian Fox,
the firm's managing director, as chief restructuring officer.
Alvarez & Marsal's services include:
(a) assisting the chief executive officer and other
professionals engaged by the Debtors in developing possible
restructuring plans or strategic alternatives for maximizing the
enterprise value of the Debtors' various business lines;
(b) assisting with the oversight of the tax and treasury
functions of the Debtors;
(c) assisting the Debtors in connection with the post-closing
aspects of the I Squared Infrastructure Sale;
(d) serving as the principal contact with creditors with
respect to the Debtors' financial and operational matters;
(e) providing additional personnel to assist the CRO in the
execution of his duties;
(f) performing such other services as requested or directed by
the Debtors' personnel and agreed to by Alvarez & Marsal.
In the 90 days prior to the petition date, Alvarez & Marsal
received retainers and payments totaling $5,644,755 for services
performed for the Debtors.
Alvarez & Marsal will be paid a flat monthly rate of $175,000 in
return for the services rendered to the Debtors by the CRO.
The hourly rates of the firm's restructuring and tax support
professionals are as follows:
Managing Directors $925 - $1,200 per hour
Directors $725 - $900 per hour
Analysts/Associates $425 - $700 per hour
The hourly rates of the firm's case management professionals are as
follows:
Managing Directors $875 - $1,100 per hour
Directors $700 - $850 per hour
Analysts/Associates $400 - $650 per hour
The firm will also receive a completion fee of $3 million, payable
upon the earlier of (i) the consummation of a Chapter 11 plan of
reorganization and (ii) the sale, transfer or other disposition of
all or a substantial portion of the assets or equity of GTT in one
or more transactions.
In addition, the firm will seek reimbursement for expenses
incurred.
Mr. Fox disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Brian J. Fox
Alvarez & Marsal North America, LLC
600 Madison Avenue, 8th Floor
New York, NY 10022
Telephone: (212) 759-4433
Facsimile: (212) 759-5532
Email: bfox@alvarezandmarsal.com
About GTT Communications
Headquartered in McLean, Virginia, GTT Communications, Inc. --
http://www.gtt.net/-- owns and operates a global Tier 1 Internet
network and provides a comprehensive suite of cloud networking
services.
GTT and its affiliates sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 21-11880) on Oct. 31, 2021, to implement a
prepackaged Chapter 11 plan.
GTT had total assets of $2.8 billion and total debt of $4.1 billion
as of June 30, 2021. As of the petition date, the Debtors had
pre-bankruptcy funded indebtedness totaling $2.015 billion.
Judge Michael E. Wiles oversees the cases.
The Debtors tapped Akin Gump Strauss Hauer & Feld, LLP as legal
counsel; TRS Advisors as financial advisor and investment banker;
and Alvarez & Marsal, LLC as restructuring advisor. Brian Fox,
Alvarez & Marsal's managing director, serves as the Debtors' chief
restructuring officer. Prime Clerk, LLC is the claims agent and
administrative advisor.
GTT COMMUNICATIONS: Taps Prime Clerk as Administrative Advisor
--------------------------------------------------------------
GTT Communications, Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Prime Clerk, LLC as their administrative advisor.
The firm's services include:
(a) assisting with, among other things, solicitation,
balloting and tabulation of votes, preparing any related reports in
support of confirmation of a Chapter 11 plan, and processing
requests for documents;
(b) preparing an official ballot certification and, if
necessary, testifying in support of the ballot tabulation results;
(c) assisting with the preparation of the Debtors' schedules
of assets and liabilities and statements of financial affairs and
gathering data in conjunction therewith;
(d) providing a confidential data room, if requested;
(e) managing and coordinating any distributions pursuant to a
Chapter 11 plan; and
(f) providing other administrative services.
Prior to the petition date, Prime Clerk received an advance
retainer of $50,000 from the Debtors.
The hourly rates of Prime Clerk's professionals are as follows:
Analyst $35 - $55 per hour
Technology Consultant $35 - $95 per hour
Consultant/Senior Consultant $65 - $165 per hour
Director $170 - $190 per hour
Solicitation Consultant $195 per hour
Director of Solicitation $215 per hour
Prime Clerk will bill the Debtors no less frequently than monthly
and will seek reimbursement for out-of-pocket expenses.
Benjamin Steele, a managing director at Prime Clerk, disclosed in a
court filing that his firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Benjamin J. Steele
Prime Clerk, LLC
One Grand Central Place
60 East 42nd Street, Suite 1440
New York, NY 10165
Telephone: (212) 257-5490
Email: bsteele@primeclerk.com
About GTT Communications
Headquartered in McLean, Virginia, GTT Communications, Inc. --
http://www.gtt.net/-- owns and operates a global Tier 1 Internet
network and provides a comprehensive suite of cloud networking
services.
GTT and its affiliates sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 21-11880) on Oct. 31, 2021, to implement a
prepackaged Chapter 11 plan.
GTT had total assets of $2.8 billion and total debt of $4.1 billion
as of June 30, 2021. As of the petition date, the Debtors had
pre-bankruptcy funded indebtedness totaling $2.015 billion.
Judge Michael E. Wiles oversees the cases.
The Debtors tapped Akin Gump Strauss Hauer & Feld, LLP as legal
counsel; TRS Advisors as financial advisor and investment banker;
and Alvarez & Marsal, LLC as restructuring advisor. Brian Fox,
Alvarez & Marsal's managing director, serves as the Debtors' chief
restructuring officer. Prime Clerk, LLC is the claims agent and
administrative advisor.
GVS TEXAS: Seeks to Hire Getzler Henrich & Assoc. as Accountant
---------------------------------------------------------------
GVS Texas Holdings I, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the Northern District of Texas to employ
Getzler Henrich & Associates, LLC as accountant and designate
Stephan Pinsly, the firm's managing director, as chief accounting
officer.
Getzler will render these services:
(a) interface with and monitor the property companies'
management company owned by Natin Paul and, to the extent
necessary, the state court appointed receiver of GVS, with respect
to its general activities, recordkeeping and, most importantly,
cash management;
(b) seek to amend the Debtors' statements of financial affairs
and schedules of assets and liabilities, which are currently
perceived to be inaccurate and may require forensic examination to
obtain the necessary information to provide a more accurate
representation of the required information;
(c) perform an investigation under Section 549 of the
Bankruptcy Code of post-petition transactions;
(d) oversee and perform the financial management and
accounting function of the company;
(e) participate in court hearings and, if necessary, provide
testimony in connection with any hearings before the court; and
(f) perform other necessary tasks requested by the Debtors'
management or legal counsel.
The hourly rates of Getzler's professionals are as follows:
Principal/Managing Director $585 – $750 per hour
Director/Specialists $475 – $695 per hour
Associate Professionals $175 – $475 per hour
Stephan M. Pinsly $645 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The Debtors intend to pay Getzler a retainer in the amount of
$75,000.
As disclosed in court filings, Getzler is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Stephan M. Pinsly
Getzler Henrich & Associates LLC
295 Madison Ave., 20th Floor
New York, NY 10017
Telephone: (212) 697-2400
Email: spinsly@getzlerhenrich.com
About GVS Texas Holdings I
GVS Texas Holdings I, LLC and its affiliates are primarily engaged
in renting and leasing a wide array of properties functioning
principally as self-storage and parking facilities in 64 locations
in Texas, Colorado, Illinois, Indiana, Mississippi, Missouri,
Nevada, New York, Ohio, and Tennessee. Six of the properties are in
the Dallas-Fort Worth Metroplex, with an additional 28 located
elsewhere in Texas. The properties are managed by Great Value
Storage, LLC.
GVS Texas Holdings I and its affiliates sought Chapter 11
protection (Bankr. N. D. Texas Lead Case No. 21-31121) on June 17,
2021. The parent entity, GVS Portfolio I C, LLC, filed a voluntary
Chapter 11 petition (Bankr. N. D. Texas Case No. 21-31164) on June
23, 2021. GVS Portfolio's case is jointly administered with that of
GVS Texas Holdings I. Judge Michelle V. Larson oversees the cases.
In its petition, GVS Texas Holdings I listed disclosed $100 million
to $500 million in both assets and liabilities.
The Debtors tapped Sidley Austin, LLP as bankruptcy counsel;
Houlihan Lokey Capital, Inc. as investment banker; and HMP Advisory
Holdings, LLC, doing business as Harney Partners, as financial
advisor. Getzler Henrich & Associates, LLC is the Debtors'
accountant.
HARMAN PRESS: Wins Cash Collateral Access Thru Jan 2022
-------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
San Fernando Valley Division, has approved the stipulation that
Harman Press, Inc. has entered into with the U.S. Small Business
Administration authorizing the Debtor to use cash collateral.
As previously reported by the Troubled Company Reporter, the
parties agree that any and all of the Personal Property Collateral
constitutes the cash collateral of the SBA. The SBA consents to the
Debtor's use of cash collateral. Other than the Debtor's use of
cash collateral, the Debtor represents to the SBA that it will make
no additional or unauthorized use of the cash collateral
retroactive from the SBA Loan date until entry of an Order
Confirming the Debtor's Plan of Reorganization or January 31, 2022,
whichever occurs earlier, for ordinary and necessary expenses.
As adequate protection, the SBA will receive a replacement lien to
the extent that the automatic stay, pursuant to 11 U.S.C. section
362, as well as use, sale, lease or grant results in a decrease in
the value of the SBA's interest in the Personal Property Collateral
on a post-petition basis. The replacement lien is valid, perfected
and enforceable and will not be subject to dispute, avoidance, or
subordination, and this replacement lien need not be subject to
additional recording.
A copy of the order is available at https://bit.ly/3olIbxX from
PacerMonitor.com.
About The Harman Press Inc.
The Harman Press Inc. is a commercial printing shop in North
Hollywood, CA. The Harman Press' clients include the entertainment
industry, healthcare industry, and national businesses.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-11544) on September
20, 2021. In the petition signed by Philip Goldner, president, the
Debtor disclosed $1,747,990 in assets and $1,973,146 in
liabilities.
Judge Maureen Tighe oversees the case.
Thomas B. Ure, Esq., at Ure Law Firm is the Debtor's counsel.
HERITAGE RAIL: Trustee's Sale of SLRG 5525 for $25K Approved
------------------------------------------------------------
Judge Thomas B. McNamara of the U.S. Bankruptcy Court for the
District of Colorado authorized Tom Connolly, the Chapter 11
Trustee of Heritage Rail Leasing, LLC, to sell the SLRG 5525 (Echo
Canyon) to Raven Rail LLC or the successful bidder, Passenger
Railcar Services Corp., for $25,000.
The SLRG 5525 will be sold, transferred, and delivered to the
Purchaser on an "as is, where is" basis.
Pursuant to 11 U.S.C. Sections 363(b) and 363(f), the Trustee is
authorized to sell SLRG 5525 to the Purchaser free and clear of all
Liens, Claims, and Interests, and other encumbrances, except as set
forth in the Purchase Agreement, including (without limitation) any
Liens, Claims and Interests of tax authorities, MDOT and any
Heritage affiliate entity.
Pursuant to section 363(f) of the Bankruptcy Code, effective upon
closing, the Sale will vest in the Purchaser all right, title, and
interest of Heritage and the bankruptcy estate in and to SLRG 5525,
free and clear of all Liens, Claims and Interests, and other
encumbrances, except as set forth in the Purchase Agreement,
including (without limitation) any Liens, Claims and Interests, and
other encumbrances of tax authorities, storage facilities, MDOT and
any Heritage affiliate entity.
MDOT's alleged lien on SLRG 5525 will attach to the proceeds of the
sale of SLRG 5525, less any costs of sale. The Trustee will place
the net proceeds from the sale of SLRG 5525 in a separate
collateral account and the security interests of MDOT will attach
to the funds in the account. The Trustee will hold all the net
proceeds in the separate collateral account until such time as
Grenada Railroad LLC has fully paid (or is otherwise fully secured
to MDOT's satisfaction) the obligation owed to MDOT. Once the
obligation to MDOT has been satisfied (or is otherwise fully
secured to MDOT's satisfaction), the Trustee is authorized to
allocate the net sale proceeds from the sale of SLRG 5525 to the
Heritage estate.
The Trustee is authorized to use proceeds of the Sale to pay all
necessary costs of sale. He is authorized to take all actions
necessary to effectuate the relief granted pursuant to the Order in
accordance with the Motion.
The terms and conditions of the Order will be immediately effective
and enforceable upon its entry. Notwithstanding Bankruptcy Rule
6004 or otherwise, the Order will be effective and enforceable
immediately upon entry, and its provisions will be self-executing.
To the extent applicable, the stay described in Bankruptcy Rule
6004(h) is waived.
About Heritage Rail Leasing
Heritage Rail Leasing, LLC leases rail rolling stocks, locomotives
and track equipment.
On Aug. 21, 2020, Portland Vancouver Junction & Railroad Inc.,
Vizion Marketing LLC and D.L. Paradeau Marketing LLC filed a
Chapter 11 involuntary petition against Heritage Rail Leasing. The
creditors are represented by Michael J. Pankow, Esq., at
Brownstein
Hyatt Farber Schreck, LLP.
Judge Thomas B. McNamara oversees the case.
L&G Law Group LLP and Moglia Advisors serve as the Debtor's legal
counsel and restructuring advisor, respectively. Alex Moglia of
Moglia Advisors is the Debtor's chief restructuring officer.
On Oct. 19, 2020, the Office of the U.S. Trustee appointed a
committee to represent unsecured creditors in the Debtor's Chapter
11 case. The committee is represented by Goldstein & McClintock
LLLP and the Law Offices of Douglas T. Tabachnik, P.C.
On Oct. 28, 2020, the Court approved the appointment of Tom H.
Connolly as the Debtor's Chapter 11 trustee. The trustee tapped
Brownstein Hyatt Farber Schreck, LLP as his counsel.
HOTEL CUPIDO: Seeks Court Approval to Hire Notary Public
--------------------------------------------------------
Hotel Cupido, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Ricardo
Miguel Gonzalez Cruz, Esq., an attorney practicing in San Juan,
Puerto Rico.
The Debtors need the assistance of a notary public to complete the
sale of their properties contemplated under their Chapter 11 plan
of liquidation.
Mr. Cruz has agreed to provide the notarial services at the rate of
0.5 percent in any property sale and expenses.
Mr. Cruz disclosed in a court filing that he is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The attorney can be reached at:
Ricardo Miguel Gonzalez Cruz, Esq.
Village at the Point
2318 Cacique St.
San Juan, PR 00913
Telephone: (502) 536-6312
Email: gonzalezcruzlex@gmail.com
About Hotel Cupido
Hotel Cupido, Inc., a privately held company that owns and operates
hotels and motels, filed its voluntary petition for Chapter 11
protection (Bankr. D.P.R. Case No. 19-03799) on June 30, 2019,
disclosing $488,176 in assets and $3,213,031 in liabilities. Wilmer
Tacoronte Negron, administrator, signed the petition.
Judge Edward A. Godoy oversees the case.
Bufete Quinones Vargas & Asoc. serves as the Debtor's bankruptcy
counsel.
HOWMET AEROSPACE: S&P Alters Outlook to Stable, Affirms 'BB+' ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative and
affirmed its 'BB+' issuer credit rating on Howmet Aerospace Inc.
The stable outlook reflects S&P's expectation that credit metrics
will remain appropriate for the current rating as we expect
commercial aircraft build rates to increase despite the emergence
of new COVID variants, which could slow the recovery of global air
traffic.
Credit metrics should continue to recover after weakening
significantly when the pandemic began. Howmet's credit metrics have
shown modest recovery from their weakest levels in second-quarter
2020, when facility closures and lower build rates started
affecting revenue and earnings. Demand has recovered somewhat and
the company has successfully improved margins while using free cash
flow to repay debt, reducing annual interest expense about $70
million. While concerns remain around the emergence of new COVID-19
variants such as omicron and its impact on air travel, S&P now
expects funds from operations (FFO) to debt of 16%-20% in 2021, and
to improve further to 20%-24% in 2022. However, there is still
uncertainty around the pace of the commercial aerospace recovery
and original equipment manufacturers' build rate plans.
S&P said, "The stable outlook on Howmet reflects our expectation
that credit metrics should remain appropriate for the current
rating as demand continues to return in 2022 for commercial
aircraft components, while the company generates strong EBITDA
margins and good cash flow. We expect FFO to debt of 16%-20% in
2021, increasing to 20%-24% in 2022.'
S&P could lower the rating over the next 12-24 months if FFO to
debt weakens below 15% and it doesn't expect it to improve. This
would likely be the result of:
-- Sustained lower demand for commercial aircraft because the
pandemic continues to affect air travel;
-- Margins are weaker than S&P expects due to inflation, supply
chain, or labor issues; or
-- The company acts more aggressively with its financial policy
than S&P expects.
S&P could raise the rating over the next 12-24 months if FFO to
debt is at least in the high-20% area and S&P expects it to remain
there. This would likely be due to:
-- Aircraft build rates returning closer to pre-pandemic levels;
-- Further margin improvement despite inflationary pressures; and
-- Financial policy remains consistent with our expectations.
ICU MEDICAL: Fitch Assigns 'BB(EXP)' LongTerm IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has assigned ICU Medical, Inc. a 'BB(EXP)' Long-Term
Issuer Default Rating (IDR). ICU Medical is a leading infusion
therapy company with global operations and a wide-ranging product
portfolio, including IV solutions and infusion systems and
consumables. The Rating Outlook is Stable.
Fitch has also assigned a 'BBB-' (EXP)/'RR1' rating to the
company's to-be-issued Senior Secured Term Loan B of $850 million.
ICU Medical is expected to finance the acquisition of Smiths
Medical, a business unit of Smiths Group, with a combination of
cash on hand, new equity, and $1.7 billion of new term loans. The
Smiths Medical acquisition is expected to close in 1H2022. Fitch
expects to convert the expected ratings to final ratings upon
completion of the debt transactions and receipt of the final
documentation.
KEY RATING DRIVERS
A Pure-Play Infusion Therapy Company: Compared to its larger and
more diversified peers, ICU Medical is a niche company that focuses
on the infusion therapy market. It develops, manufactures, and
sells IV solutions, IV infusion pumps and software, and dedicated
and non-dedicated IV sets and accessories. The majority of ICUI's
revenues are derived from products that have top three market
positions and from single-use solutions and consumables.
However, significant reliance on the U.S. market and modest level
of product differentiation impose some constraints on the ratings.
Fitch expects the recent Class I recalls of Alaris infusion pumps
(Becton, Dickinson & Company) and Spectrum IQ (Baxter
International) will benefit ICU Medical in the short-term.
Resilient Performance: Overall, the pandemic has had a net neutral
impact on ICUI's top- and bottom-line growth. Increasing demand for
infusion consumables and pumps and critical care products has
counter-balanced the impact of delayed elective procedures. While
Fitch expects limited contributions from the pandemic and
stockpiles in the future, revenue is projected to grow at a
low-single digit rate in the near term. This reflects Fitch's
beliefs that ICUI's products are tied to hospital census and
surgery volumes, and a larger population of patients with diabetes,
neurological disorders, gastrointestinal diseases, and cancer as a
growth-inducing factor.
Inflation and Supply Chain Headwinds: Fitch expects the risk that
supply chain challenges become a headwind to ICUI's revenues are
increasing. Labor shortages in the United States, high crude oil
prices, and the global chip shortage are believed to have
significant impact on resin prices, manufacturing costs, and
transportation costs. ICU Medical has rarely raised prices in the
past and Fitch does not have a view on whether the company would
increase prices to customers to cover higher costs. However, Fitch
believes that the inability to raise prices or recover costs would
have an adverse effect on ICUI's profitability.
Smiths Medical Acquisition: Fitch believes that the Smiths Medical
acquisition will allow ICU Medical to capture segments within the
infusion therapy market that it may not have strong positions in.
This includes syringe and ambulatory pumps and vascular access
products. Fitch expects the combined company to generate
approximately $2.4 billion and $440 million in revenue and EBITDA
in 2022, respectively. Single-use solutions and consumables are
expected to make up ~85% of total revenues and the U.S. market will
contribute ~60%. Smiths Medical will also strengthen ICUI's
position in EMEA markets and expanded its presence in Asia-Pacific
region.
Operational Stability Key to Growth and Margin Improvements: The
acquisition of Hospira Infusion Systems from Pfizer in 2017 proved
to be a challenge for ICU Medical to overcome. Hospira was
considerably much larger than ICU Medical and provided geographical
diversification benefits. However, the integration was problematic,
costly and time consuming. Fitch expects the integration of Smiths
Medical to be simpler and more executable, but notes that Smiths
Medical has flat to declining revenue growth rates, lower EBITDA
margins, and ongoing product issues. Fitch assumes EBITDA margins
to be 50-150 bps lower than historical levels due to inflationary
pressure and supply chain issues on production.
Sufficient Free Cash Flow and Liquidity: Fitch expects ICU Medical
(on a standalone basis) to generate sufficient free cash flow to
support its operation with minimal shareholder-friendly actions.
Historically, ICU Medical has had no debt, has not paid dividends
or repurchased common shares, and has not spent a significant
amount of money on M&A since the Hospira acquisition.
ICUI's Board of Directors has authorized a share repurchase program
of up to $100 million since August 2019 with no expiration date.
The terms and conditions in the existing credit agreement, however,
limits ICUI's ability to exercise this program. As of Sept. 30,
2021, ICU Medical had $520 million of cash on hand and $150 million
of undrawn revolver that would mature on Nov. 8, 2022.
Upon closing of the Smiths Medical acquisition, Fitch expects a
significant reduction in FCF in 2022, but assumes a FCF level of
$150 million-$200 million in 2023 and 2024. Leverage, on a Total
Debt / EBITDA basis, is projected to be within the 3.3x-3.9x range
through the rating horizon. Fitch has not assumed that ICU Medical
will allocate discretionary FCF towards voluntary debt repayment.
DERIVATION SUMMARY
ICUI's 'BB' rating reflects its top three position in the infusion
therapy market, significant portion of recurring revenues, and the
essentiality of its products in patient care. While ICU Medical
benefits from international operations and manufacturing sites, it
heavily relies on the U.S. market, and is somewhat less diversified
in terms of product offerings than peers.
ICUI's peers have more geographical and product diversification,
larger operations, higher level of profitability, and somewhat
similar or lower leverage. Baxter International (rated A-)
maintains a conservative capital structure; however, the pending
acquisition of Hill-Rom is expected to significantly push leverage
beyond historical levels.
Becton, Dickinson & Company (BBB-) and Boston Scientific (BBB) both
have broad medical device portfolios that enable them to remain
very competitive in domestic and international markets. The former
has shown willingness to deleverage after the C.R. Bard acquisition
in late 2017. B. Braun, a direct competitor of ICU Medical, and not
rated by Fitch Ratings, is a well-known German healthcare company
and a leader in infusion therapy and pain management in Europe.
KEY ASSUMPTIONS
-- Fitch expects the Smiths Medical acquisition to close in
1H2022;
-- Low-single digit revenue growth for ICU Medical, and flat to
low-single digit revenue decline for Smiths Medical;
-- EBITDA margins are 50-150 bps below historical levels due to
the expected lower EBITDA contribution from Smiths Medical and
anticipated inflationary pressure and supply chain issues on
production;
-- $100 million remediation costs related to Smiths Medical; no
additional litigation issues and/or product recalls;
-- CAPEX ~$140 million-$150 million per year; FCF between $150
million-$200 million per year in 2023 and 2024;
-- Total Debt / EBITDA maintained in the 3.3x-3.9x range; and
-- Fitch has not assumed any allocation of discretionary FCF
towards voluntary debt repayments, acquisitions, or returns to
shareholders.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Fitch's expectation of modest impact from inflation and supply
chain issues and/or significant synergies realized from Smiths
Medical that lead to EBITDA and FCF margins sustained above
23% and 8% respectively;
-- Fitch's expectation that Total Debt / EBITDA will be
maintained below 3.0x; and
-- Fitch's expectation that (CFO-CAPEX) / Total Debt will be
sustained above 15%.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Fitch's expectation of significant impact from inflation and
supply chain issues and/or declining growth prospects that
lead to EBITDA and FCF margins sustained below 18% and 6%
respectively;
-- Fitch's expectation that Total Debt / EBITDA will be
maintained above 4.0x; and
-- Fitch's expectation that (CFO-CAPEX) / Total Debt will be
sustained below 10%.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Ample Liquidity and Simple Capital Structure: On a standalone
basis, ICUI's sources of liquidity include $520 million of cash on
hand and $150 million of undrawn revolver as of Sept. 30, 2021.
Fitch estimates that FCF at Sept. 30, 2021 was $174 million (on a
LTM basis), or 13.5% of revenue, and expects ICU Medical to post
$164 million of FCF for fiscal 2021.
On a combined basis, ICUI's debt will be comprised of $1.7 billion
of new senior secured term loans and $500 million of new senior
secured revolver, which is assumed to be undrawn at closing. Fitch
expects the new revolver capacity and the forecast $150
million-$200 million of FCF in 2023 and 2024 will be sufficient to
support operations. ICUI's management intends to run the business
with a minimum of $250 million of cash on hand.
Debt Maturities: ICUI's existing revolver will mature on Nov. 8,
2022. The new senior secured revolver and term loan A will have a
maturity of five years, and the new senior secured term loan B will
have a maturity of seven years at closing. Term loan amortization
is expected to be $30 million per year in 2023 and 2024.
ISSUER PROFILE
ICU Medical, Inc. (ICUI), based in San Clemente, CA, is an infusion
therapy company that develops, manufactures, and sells medical
devices used in vascular therapy, critical care, and oncology
applications.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
ICU MEDICAL: Moody's Assigns Ba3 CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service assigned ratings to ICU Medical, Inc.,
including a Ba3 Corporate Family Rating, a Ba3-PD Probability of
Default, and Ba3 ratings to the proposed first lien senior secured
credit facilities. In addition, Moody's assigned a Speculative
Grade Liquidity Rating of SGL-1. The outlook is stable.
In connection with a $500 million cash equity investment, ICU
Medical seeks to raise new credit facilities consisting of a $500
million senior secured first lien revolver (undrawn at close), a
$850 million senior secured first lien term loan, a $850 million
senior secured first lien term loan B.
Proceeds from the new debt will be used to finance the acquisition
of the Medical division of Smiths Group plc ("Smiths") for $2.35
billion and pay related fees and expenses. The Ba3 rating assigned
to the proposed first lien credit facilities reflects their senior
secured interest in substantially all assets of the borrowers and
the fact that the secured debt is the sole financial debt within
the company's capital structure.
Assignments:
Issuer: ICU Medical, Inc.
Corporate Family Rating, Assigned Ba3
Probability of Default Rating, Assigned Ba3-PD
Speculative Grade Liquidity Rating, Assigned SGL-1
Senior Secured 1st Lien Revolving Credit Facility, Assigned Ba3
(LGD4)
Senior Secured 1st Lien Term Loan A, Assigned Ba3 (LGD4)
Senior Secured 1st Lien Term Loan B, Assigned Ba3 (LGD4)
Outlook Actions:
Issuer: ICU Medical, Inc.
Outlook, Assigned Stable
ESG factors are material to the ratings assignment. Medical product
companies have elevated social risks, primarily around responsible
production which include compliance with regulatory requirements as
well as adverse reputational risks from recalls, safety issues or
product liability litigation. Positive social considerations
include favorable demographic and societal trends, such as the
aging of the population in developed countries. These supportive
trends are however partly mitigated by on-going pressure from
government to reduce healthcare costs.
With respect to governance, ICU Medical has historically maintained
conservative financial policies and very low leverage but did
participate in the industry consolidation with the 2017 acquisition
of Hospira, Inc. (funded predominantly with new equity) and several
'tuck-in' acquisitions which were largely funded from free cash
flow. While the increase in leverage is significant for the Smiths'
Medical division acquisition, Moody's expects ICU Medical will
deleverage in lie with its publicly articulated long-term net
leverage target of between 1.5x and 2.0x.
RATINGS RATIONALE
ICU Medical's Ba3 Corporate Family Rating is supported by its good
size and scale, breadth of service and strong position in the
stable and cash generative IV infusion therapy industry. ICU
Medical's competitive position will be strengthened by the proposed
acquisition of Smiths' Medical division, which will quasi double
its size, improve the breadth of its product and services offering
and offer some scope for cost synergies. Further, the credit rating
is supported by a high proportion (85% pro forma Smiths' Medical)
of consumable sales that are recurring and offer attractive
margins. The credit rating is further supported by a highly
diversified end-customer base, comprised mainly of hospitals.
The Ba3 rating is constrained by ICU Medical modest size compared
to its main competitors, including Becton, Dickinson and Company
(Baa3 positive) and Baxter International, Inc. (Baa1 RUR), and high
regulatory risk for its infusion pump business. The rating is also
constrained by limited pricing power reflecting on-going pressure
on US hospitals budgets and heightened regulatory risk following
the issuance by the FDA of a warning letter to Smiths Medical in
2021. Further, ICU Medical's leverage will be high at 4.2x pro
forma the Smiths' Medical division acquisition but Moody's expects
management to focus on leverage reduction through earnings growth
and the use of free cash flow for debt repayment.
The stable outlook reflects Moody's expectation that leverage will
improve over the next 12 to 18 months reflecting earnings growth
and debt repayment, and that adjusted debt/EBITDA will generally be
maintained in the 3.0x to 3.5x range.
The Speculative Grade Liquidity Rating of SGL-1 reflects Moody's
expectation that ICU Medical's liquidity will remain very good over
the next 12 to 18 months. ICU Medical's liquidity is supported by
$293 million of cash at transaction's close. Moody's estimates that
ICU Medical will generate at least $55 million of annual free cash
flow over the next 12 to 18 months. External liquidity is supported
by a new 5-year revolving credit facility that provides for
borrowings of $500 million. This facility has a Secured Net
Leverage covenant of 4.50x and a Minimum Interest Coverage covenant
of 3.00x. Moody's expects the company to make minimal draws on this
facility over the next 12 months. Alternative sources of liquidity
are limited as substantially all assets are pledged. The $850
million term loan A facility has the same financial covenants as
the revolving credit facility. However, there is no financial
covenant on the term loan B.
As proposed, the new credit facilities are expected to provide
covenant flexibility that if utilized could negatively impact
creditors. The credit facility contains incremental debt capacity
up to the greater of $490 million and 100.0% of consolidated
EBITDA, plus unlimited amounts so long as the secured net leverage
ratio (with netting capped up to $500m) does not exceed 3.50x (if
pari passu secured), and unlimited unsecured debt up to 5.50x total
net leverage or 2.00x interest coverage (or "no worse than" for
each if incurred to finance a permitted acquisition or investment).
No portion of the incremental debt may be incurred with an earlier
maturity than the initial first lien term loans.
The credit facilities also include provisions allowing the transfer
of assets to unrestricted subsidiaries, subject to carve-out
capacities, subject to "blocker" provisions which restrict (i) the
designation of a restricted subsidiary as an unrestricted
subsidiary if it owns material intellectual property; and (ii) the
transfer, sale, distribution or contribution of material
intellectual property to an unrestricted subsidiary.
Only wholly-owned subsidiaries are required to act as subsidiary
guarantors. The risk of a release of guarantees is moderated by the
protection language that no guarantor shall be released from its
guarantee as a result of it becoming an "Excluded Subsidiary"
solely as a result of it becoming a non-wholly owned subsidiary.
The credit agreement provides some limitations on up-tiering
transactions, including the requirement that all lenders directly
and adversely affected consent to the subordination of the liens on
the collateral securing the senior facility.
The proposed terms and the final terms of the credit agreement may
be materially different.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if ICU Medical demonstrates a track
record of positive free cash flow, effectively manages its growth
with prudent financial policies. Increased scale and
diversification would also support an upgrade. Further, the ratings
could be upgraded if adjusted debt to EBITDA is sustained below
3.0x.
The ratings could be downgraded if the company's expansion strategy
fails to produce profitable revenue growth or leads to operating
disruption. If ICU Medical engages in debt-financed acquisitions or
material shareholder distributions, the ratings could also be
downgraded. Further, weakening of liquidity, or sustained negative
free cash flow could lead to a downgrade. Specifically, the ratings
could be downgraded if adjusted debt to EBITDA is sustained above
4.0x.
Headquartered in San Clemente, California, ICU Medical is a leading
provider of IV infusion therapy products and services, including IV
systems, IV solutions, IV sets and connectors, IV oncology and
software. ICU Medical generated revenue of $1.3 billion in the last
twelve months ended September 31, 2021.
The principal methodology used in these ratings was Medical
Products and Devices published in October 2021.
II-VI INC: Fitch Rates Proposed Sr. Unsecured Notes 'BB'
--------------------------------------------------------
Fitch Ratings has assigned a 'BB'/'RR4' rating to II-VI Inc.'s
proposed senior unsecured notes. The net proceeds will be used, in
conjunction with the company's new term loans, to fund II-VI's
acquisition of Coherent Inc. (Coherent). The transaction is
expected to close in Q1 2022. Fitch affirmed II-VI's 'BB'
Long-Term Issuer Default Rating on Nov. 30, 2021.
KEY RATING DRIVERS
Compelling Combination: The combination of II-VI and Coherent
improves II-VI's end-market diversification, which had become
concentrated in communications applications following the Finisar
merger. Communications revenue will decrease by about 20 points,
driven by 3 to 8 percentage point increases in life sciences,
materials processing and semicap end-market applications. Greater
diversification will reduce earnings volatility and de-risk the
revenue base relative to specific product and end-market cycles.
II-VI combined with Coherent will enjoy scale that is approximately
1.5x to 3.5x greater than its principal competitors. Increased
scale will lead to higher manufacturing efficiency, enhanced supply
chain procurement, and the benefits of infeed -- reflected in
structurally higher gross margins. Additionally, R&D scale, which
is two-and-a-half to three-and-a-half greater than main competitors
(based on pro forma combined R&D expense, pre-synergy) will enable
II-VI to not only achieve greater development efficiencies but also
position the combined entities to benefit from key secular trends.
Synergy Potential: II-VI targets achieving $250 million in cost
synergies within three years enabling the company on a combined
basis to increase its operating EBITDA margin from approximately
25% to the 27%-29% range over the forecast horizon. II-VI is
targeting 60% of the synergies from gross margin improvement via
procurement, infeed and supply chain functional savings, and the
balance of 40% through R&D efficiencies and consolidation of
corporate and functional operating expense. II-VI has a
demonstrated track record of exceeding its synergy targets with the
Finisar transaction.
With Finisar, the company originally projected $150 million in cost
savings within 36 months, ultimately increasing its synergy target
to $200 million overall, having achieved $180 million on a run rate
basis in two years. The company is delivering on these goals
despite the impacts of COVID-19, trade bans impacting large
customers, including Huawei and ZTE, and delayed qualification of a
key 3D sensing facility.
Leverage Profile: II-VI's gross leverage pro forma to the proposed
debt transactions is 4.7x at Sept. 30, 2021 by Fitch's calculation,
excluding the targeted $250 million in synergies. Fitch expects
II-VI will reduce its leverage to below 3.0x within two years under
base case revenue, margin and synergy assumptions, which are
conservative to management, providing reasonable headroom to
Fitch's 3.5x negative leverage sensitivity. To that end, II-VI has
committed to achieving 2.5x gross leverage (by its definition)
within two years of the transaction close.
II-VI initially committed to achieving 3.0x gross leverage but
subsequently revised its target downwards in addition to reducing
its proposed debt quantum by $135 million. Fitch sees some risk
that end-market demand could attenuate from very strong levels at
present, albeit tempered by supply constraints, leading to a
cyclical downturn in CY23. Fitch could see this delaying II-VI's
deleveraging timeline by up to a year to the extent a cyclical
downturn is more severe in nature (approaching that seen during
CY20). However, examining historical pro forma combined results of
II-VI, Finisar, and Coherent suggests the combined entities'
cyclicality could be more measured, particularly relative to
Coherent's standalone cyclicality.
Integration Risk: Given the delayed closing, there will be
materially less integration overlap between Finisar and Coherent.
II-VI has already delivered on approximately 90% of run rate cost
savings as of Sept. 30, 2021. Fitch believes II-VI's track record
integrating Finisar serves as a blueprint for integrating Coherent.
The company's revenue and margin profile are roughly comparable to
Finisar's at the time of its acquisition. Fitch sees exogenous
shocks as the greatest risk, as borne out following the Finisar
acquisition.
While II-VI's performance in FY21 is approximately 20% weaker on
top line and 35% weaker on margin relative to expectations at the
time of the Finisar transaction, the company's disciplined
management led to cash flow from operations being only 10% weaker
than forecast and FCF being 16% stronger. Underperformance has been
largely due to external factors, as discussed above including
trading bans with key global customers as well as the coronavirus
pandemic. To the extent Coherent's business case takes longer to
perform or there are additional exogenous shocks, II-VI will may be
unable to achieve its leverage target, pressuring credit protection
metrics.
DERIVATION SUMMARY
II-VI compares with direct competitor MKS Instruments (BB+/Stable)
with its acquisition of Atotech Limited. The two companies will
have similar revenue scale and the companies are targeting
comparable pro forma operating EBITDA margins. Gross leverage of
the two companies will also be similar. II-VI compares with Viavi
Solutions (BB/Stable) which produces optical filters for 3D
sensing. Viavi has smaller revenue scale, comparable operating
EBITDA margin, and lower gross leverage (owing to II-VI's
acquisition of Coherent).
Broadcom (BBB-/Stable) is a direct competitor with II-VI in
semiconductor diodes for industrial and consumer markets. Broadcom
has substantially greater revenue scale, comparable operating
EBITDA margin, and lower gross leverage. The company also has
diversified its portfolio to include enterprise software.
Fitch assigns 0% equity credit to the company's convertible debt
notes. Fitch assigns 100% equity credit to mandatorily convertible
preferred stock. Fitch does not consider II-VI's redeemable
convertible preferred stock held by an affiliate of strategic
investor Bain Capital Private Equity, LP to be debt. No
parent-subsidiary linkage or operating environment factor was in
effect for these ratings.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
-- Transaction close in calendar Q1 2022 with full year
contribution of Coherent in fiscal 2023;
-- Low double-digit II-VI standalone revenue growth in fiscal
2023 and fiscal 2024 decelerating to mid- to high-single digit
thereafter with relatively constant standalone operating
EBITDA margin of between 25% and 26%;
-- Coherent standalone revenue growth of mid- to high-single
digit and operating EBITDA margin of 22% to 23% on average
before contemplation of cost synergies;
-- Assumed $220 million of cost synergies realized by FY26 (third
full-year), just under 90% of management target, with a near
equal cadence of completion;
-- Attainment of 2.5x gross leverage target (by II-VI's
calculation) within two years post-close;
-- Between $500 million and $550 million capex annually; No share
repurchases or additional M&A contemplated over the rating
horizon.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Total debt with equity credit/operating EBITDA sustained below
2.5x;
-- FCF margin sustained above 5%;
-- Demonstrated traction in key growth businesses;
-- Commitment to a more conservative financial policy.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Total debt with equity credit/operating EBITDA sustained above
3.5x;
-- FCF margin approaching neutral;
-- Near-term growth market challenges;
-- Shift to a more aggressive financial policy.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
II-VI is expected to have $918 million of cash at Sept. 30, 2021
pro forma to the acquisition and financing. The company expects to
operate with at least $500 million of cash upon completion of the
Coherent transaction, above the $300 million-$400 million in cash
as is the normal course of business. Liquidity is further supported
by the proposed $350 million senior secured revolving credit
facility, which is expected to be undrawn at close.
ISSUER PROFILE
II-VI is a vertically-integrated manufacturing company that
develops, manufactures and markets engineered materials and
optoelectronic components and devices for use in industrial
materials processing, optical communications, aerospace and
defense, consumer electronics, semiconductor capital equipment,
life sciences and automotive applications.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
II-VI INC: Moody's Assigns B2 Rating to New Senior Unsecured Notes
------------------------------------------------------------------
Moody's Investors Service rates II-VI Incorporated's new Senior
Unsecured Notes at B2. II-VI's other ratings remain unchanged. The
outlook is positive.
II-VI plans to acquire Coherent Holding GmbH (Coherent) for a per
share price of $220.00 cash and 0.91 II-VI shares, or about $7.0
billion of total purchase price for the equity excluding
transaction fees. The cash consideration for the acquisition, which
is expected to close in the first calendar quarter of 2022, will be
funded with a combination of the new Senior Secured Bank Credit
Facilities, the Senior Unsecured Notes, and $2.15 billion of
convertible preferred equity investment from Bain Capital, of which
$750 million has already been received. Bain Capital has the right
to require II-VI to redeem the convertible preferred shares
starting in early 2031. II-VI has the option to force conversion of
the entire issue of convertible preferred shares after 3 years if
II-VI's stock price exceeds 150% of the then conversion price for
20 trading days during any 30 consecutive trading day period.
Moody's believes that depending on the value of the convertible
preferred stock at the potential conversion dates, II-VI may be
inclined to repurchase common shares to offset the resulting
dilution. The pending acquisition, which has been approved by both
II-VI and Coherent shareholders and most regulatory authorities,
including in the US, still requires approval from the Korean and
China regulatory bodies.
Assignments:
Issuer: II-VI Incorporated
Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD6)
RATINGS RATIONALE
II-VI has an established leadership position in the Optical
Networking Components market and complemented by its materials
expertise has exposure to important secular growth drivers,
including the buildout of Fifth Generation mobile networks (5G),
the broader adoption of 3D sensing technology, and the progression
of systems toward enabling fully autonomous cars. The acquisition
of Coherent will diversify II-VI's revenue base, reducing II-VI's
concentration to the communications end market, and expand the
service available market enhancing II-VI's overall scale. Coherent
will provide II-VI with a complementary portfolio serving the
semiconductor capital equipment market and expanding II-VI's
exposure in the life sciences and materials processing markets.
The mix of common equity in the consideration, at approximately 23%
of the purchase price, and the additional $2.15 billion of
preferred equity from Bain Capital to help fund the cash portion of
the purchase price are credit positive, since this limits the
leveraging impact of the acquisition.
Still, despite the large equity component, the high purchase
multiple results in a highly leveraging acquisition, with proforma
debt to EBITDA of over 5x (proforma combined twelve months ended
September 30, 2021, Moody's adjusted, excluding cost synergies) or
over 4x including anticipated cost synergies. This level of
leverage is high given the integration execution risks, as the
acquisition of Coherent will increase II-VI's revenue base by over
40%, expand the company into new markets, and require the
integration of Coherent's large manufacturing footprint, research
teams, and sales operations into II-VI's operations.
The positive outlook reflects Moody's expectation that II-VI will
integrate Coherent without material disruption and make steady
progress in achieving the $250 million 36-month anticipated cost
synergies. Moody's expects that the revenues of the combined
company will grow at least in the mid-single digits percent,
reflecting continued strong growth across end markets, including
data center, telecommunications infrastructure, microelectronics
manufacturing, and smartphones. This revenue growth, along with
cost synergy capture, will drive increasing EBITDA, with the EBITDA
margin (Moody's adjusted) increasing to over 22% over the next 12
to 18 months. With the increasing EBITDA and free cash flow
directed toward debt repayment, Moody's expects that leverage will
be reduce toward the mid 3x level of debt to EBITDA (Moody's
adjusted) over the period.
The Ba2 rating on the new Senior Secured Bank Credit Facilities
(Revolver, Term Loan A, and Term Loan B) reflects the collateral
and the cushion of the additional unsecured liabilities. The B2
rating on the Senior Unsecured Notes reflects the absence of
collateral and the large quantity of secured debt.
The Speculative Grade Liquidity (SGL) rating of SGL-1 reflects
II-VI's very good liquidity, which is supported by consistent FCF
and a large cash balance. Moody's expects that II-VI will generate
annual FCF (Moody's adjusted) of at least $300 million over the
next year and that cash will exceed $500 million. Given the
consistent cash flows and large cash balance, Moody's expects that
the new $350 million senior secured revolver (Revolver) will remain
largely undrawn. The Revolver and Term Loan A are subject to
financial maintenance covenants, net leverage and interest coverage
(as defined in the credit agreement), and Moody's expects the
company to be well within the established limits. The Term Loan B
is not subject to financial maintenance covenants.
The Moody's considers II-VI's governance risk as moderately
negative given the company's willingness to use liberal amounts of
debt for acquisitions. Moody's recognizes II-VI's use of common and
convertible preferred equity to partially fund the Coherent
acquisition, which should limit closing financial leverage. Though
Moody's does not anticipate Bain converting the preferred shares
over the near term, Moody's believes that II-VI may opt to
repurchase shares upon a future conversion of the preferred in
order to reduce equity dilution. II-VI is a public company with a
broad investor base and a largely independent board of directors.
Moody's expects that II-VI will follow a conservative financial
policy prioritizing debt repayment over returns to shareholders
until debt to EBITDA (Moody's adjusted) is reduced below 3x.
FACTORS THAT COULD LEAD TO AN UPGRADE OR A DOWNGRADE OF THE RATING
The ratings could be upgraded if II-VI:
-- Sustains organic revenue growth in the upper single digits
-- Sustains EBITDA margin (Moody's adjusted) at or above 22%
-- Maintains leverage below 3x debt to EBITDA (Moody's adjusted)
The ratings could be downgraded if II-VI:
-- Incurs significant operating disruptions or sustains a decline
in organic revenue growth,
-- EBITDA margin (Moody's adjusted) declines toward the upper
teens percent level, or
-- Does not remain on track to reduce leverage to below 4x debt to
EBITDA (Moody's adjusted) in the two years following closing of the
Coherent acquisition
II-VI Incorporated, based in Saxonburg, Pennsylvania, makes
engineered materials and optoelectronic devices. Products include
optical communications modules, components, and systems for data
center applications, optical equipment such as wavelength selective
switches used in telecommunications long haul and metro networks,
vertical cavity surface emitting lasers (VCSELs) used in 3D sensing
applications such as facial recognition in consumer devices and
other applications, industrial laser components, advanced
materials, such as silicon carbide substrates, and precision optics
for military applications.
The principal methodology used in this rating was Semiconductors
published in September 2021.
INTELSAT SA: Bankruptcy Trial Places Corporate Governance at Risk
-----------------------------------------------------------------
Alexander Saeedy of The Wall Street Journal reports that Satellite
and broadcast giant Intelsat SA is gearing up for a trial over a
$15 billion restructuring plan in which creditors are expected to
allege that some corporate directors ignored conflicts of interest
and prioritized legal releases for themselves after the company
filed for bankruptcy.
Judge Keith Phillips of the U.S. Bankruptcy Court in Richmond, Va.,
has set aside two weeks for the trial expected to start Friday on
Intelsat's chapter 11 plan, which is being opposed by junior
creditors including Cyrus Capital Partners.
About Intelsat S.A.
Intelsat S.A. -- http://www.intelsat.com/-- is a publicly held
operator of satellite services businesses, which provides a diverse
array of communications services to a wide variety of clients,
including media companies, telecommunication operators, internet
service providers, and data networking service providers. The
Company is also a provider of commercial satellite communication
services to the U.S. government and other select military
organizations and their contractors. The Company's administrative
headquarters are in McLean, Virginia, and the Company has extensive
operations spanning across the United States, Europe, South
America, Africa, the Middle East, and Asia.
Intelsat S.A. and its debtor-affiliates concurrently filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Va. Lead Case No. 20-32299) on May 13, 2020. The
petitions were signed by David Tolley, executive vice president,
chief financial officer, and co-chief restructuring officer. At the
time of the filing, the Debtors disclosed total assets of
$11,651,558,000 and total liabilities of $16,805,844,000 as of
April 1, 2020.
Judge Keith L. Phillips oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Kutak Rock LLP as legal
counsel; Alvarez & Marsal North America, LLC as restructuring
advisor; PJT Partners LP as financial advisor & investment banker;
Deloitte LLP as tax advisor; and Deloitte Financial Advisory
Services LLP as fresh start accounting services provider. Stretto
is the claims and noticing agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on May 27, 2020. The committee tapped Milbank LLP and
Hunton Andrews Kurth LLP as legal counsel; FTI Consulting, Inc., as
financial advisor; Moelis & Company LLC as investment banker; Bonn
Steichen & Partners as special counsel; and Prime Clerk LLC as
information agent.
JAMES E. CARPENTER: $500K Sale of Grant Cty. Commercial Asset OK'd
------------------------------------------------------------------
Judge Frederick Corbit of the U.S. Bankruptcy Court for the Eastern
District of Washington authorized James E. Carpenter, individually
and as Trustee of The 2003 James E. Carpenter, and Doris A.
Carpenter Revocable Living Trust, to sell to Gorge Capital, LLC,
and/or assigns for $500,000 the commercial real property legally
described as:
Parcel 1: Lot 10, Block 2, Plat of George, according to the
plat thereof recorded in Volume 7 of Plats, page 42, records of
Grant County, Washington. Tax Parcel Number: 03-0662-000
Parcel 2: All that portion of Lot 1, Block 2, Plat of George,
according to the plat thereof recorded in Volume 7 of Plats, page
42, records of Grant County, Washington, lying East of the
Southerly extension of the West line of Lot 10 in said Block 2,
EXCEPT that portion thereof now included in Lot 1, Block 9,
Corrected Third Addition to the Plat of George and Replat of Lots
1, 2, 4, and 5, Block 2, in the Plat of George, according to the
plat thereof recorded in Volume 9 of Plats, page 4, records of
Grant County, Washington. Tax Parcel Number: 03-0656-001
Parcel 3: Lot 1, Block 9, Corrected Third Addition to the Plat
of George and Replat of Lots 1, 2, 4, and 5, Block 2, in the Plat
of George, Grant County, Washington, according to the plat thereof
recorded in Volume 9 of Plats, page 4, records of Grant County,
Washington, lying South of the Easterly extension of the North line
of Lot 10, Block 2, Plat of George, according to the plat thereof
recorded in Volume 7 of Plats, page 42, records of Grant County,
Washington. Tax Parcel Number: 03-0944-001
The purchase price is payable in cash at closing, free and clear of
any and all claims, liens, or interests of any creditor or party in
interest, including, but not limited to, any claims, liens, or
interest of Doris Carpenter, The 2003 James E. Carpenter and Doris
A. Carpenter Revocable Living Trust, Grant County Treasurer, State
of Washington, City of George, Grant County PUD, and Washington
Trust Bank. The Sale will be "as is, where is," without
anywarranties of any kind, and without any representations of any
kind, express or implied.
The Commercial & Investment Real Estate Purchase & Sale Agreement
Specific Terms, Addendum/Amendment, and related documents are
approved.
The Sale is subject to the existing leases between the Debtor
and/or the Trust, as lessor(s), and lessees Colonial Market, Juana
Myriam Herrera Ramirez and Milindo Guanajuato, Zoila Olivares
(Montano), Summerland Corporation, and Raug Ragh Trucking, LLC.
At closing, the following disbursements are approved:
1. The reasonable costs and expenses of closing, including
providing a title insurance policy;
2. A real estate commission in the amount of 5% of the
Purchase Price to be split equally between the Debtor's real estate
agent, Curt Morris and Martin Morris Agency, and the Buyer’s real
estate agent, Scott Teuber and George Washington Realty;
3. Delinquent and pro-rated current year real estate taxes and
assessments due Grant County, State of Washington to be paid in
full at closing;
4. Delinquent and pro-rated current year taxes, assessments,
local improvement assessments, and/or claims, if any, due City of
George, to be paid in full at closing, to the extent secured
against the Commercial Property;
5. The outstanding claim of Washington Trust Bank secured
against the Commercial Property in the approximate amount of
$150,089.24 to be paid in full at closing; and
6. The remaining balance of the sales proceeds will be paid to
Southwell & O’Rourke, P.S. with Southwell & O'Rourke, P.S.
authorized to distribute the Net Sales Proceeds pursuant to
Debtor’s confirmed chapter 11 plan of reorganization, or upon
further order of the Court.
The Sale will be effective immediately and the 14-day stay imposed
by Fed. R. Bankr. P. 6004(h) and other rules are waived.
The time period to object to the Notice of Motion for Order
Approving Sale of Commercial Property Free and Clear of Any Claims,
Liens, or Interests, Disburse Proceeds of Sale Upon Closing, and
Shorten Time Period to Object is shortened to 14 days from the date
of the mailing of the Notice, which includes time for mailing.
James E. Carpenter sought Chapter 11 protection (Bankr. E.D. Wash.
Case No. 21-00250) on Feb. 15, 2021. The Debtor tapped Kevin
ORourke, Esq., at Southwell & O'Rourle, P.S. as counsel.
JEFFREY CATES: $10.23M Sale of Cates Ranch Property to Oppidan OK'd
-------------------------------------------------------------------
Judge Kathleen H. Sanberg of the U.S. Bankruptcy Court for the
District Minnesota authorized the private sale proposed by Jeffrey
Scott Cates and Christine Therese Cici-Cates for $10.23 million of
the following real estate free and clear of all liens, claims,
encumbrances and interests, on terms contained in that certain
Purchase Agreement dated as of Sept. 1, 2021 between the Debtors
and Oppidan Holdings, LLC:
a. Approximately 30.13 acres described as 2575 Cates Ranch
Drive A/K/A CRP No. 2, Parcel Nos. 04-118-23-14-0004 and legally
Described as: LOT 1, BLOCK 1, CATES RANCH SECOND ADDITION, HENNEPIN
COUNTY, MINNESOTA, and
b. Approximately 36.92 acres described as 2590 Cates Ranch
Drive, A/K/A CRP No. 3, Parcel No. 04-118-23-11-0002 and legally
described as Lot 3, Block 1, CATES RANCH, Hennepin County,
Minnesota.
Except as otherwise provided in the Purchase Agreement, the Buyer
will not be liable or obligated for any Liability (including
Successor Liability), Employee and Consultant Claims, liens,
interests, damages, costs, expenses, claims, or demands arising
from or relating to the Debtors' ownership or operation of the
Sales Properties or the Debtors conduct of its affairs on or prior
to the Closing Date or taxes arising out of the sale of the Sales
Properties.
Any other entity wishing to bid on the property will provide the
following to the Debtor within five business days of the execution
of the order approving the sale:
a. A certified check in favor of the Debtor in the amount of
the purchase price of $10.23 million plus at least an addition of
$250,000 (a total of at least $10.46 million).
b. A certified check in favor of the Debtor in the amount of
$15 million.
If at least one additional party other than Oppidan Holdings, LLC
becomes a Qualifying Bidder, the Debtor will hold an auction for
the sale of the Sales Properties no later than Nov. 30, 2021. The
auction will be held on November 30 at the offices of Sapientia Law
Office, PLLC, 120 S. 6th St., Ste 100, Minneapolis, MN 55402 at
which any Qualifying Bidder may bid. The highest Qualifying Bid
will serve as the floor for any bidding at the auction. Bidding
will continue at $250,000 increments until the highest and best
offer is identified. All bids must be cash bids to be paid within
five days of the approval of the Prevailing Bid from the Court with
no contingencies other than approval of the Court.
The Debtors will report to the Court the earlier of six business
days after the execution of the order authorizing the sale if no
Qualifying Bids have been received or within two business days of
the conclusion of the auction, whichever comes later and will serve
the notice of results on all parties in interest along with a
notice of an expedited final hearing.
The final hearing, if necessary, will be held before this Court to
approve the sale of the Sales Properties to the Prevailing Bidder
(or if no Qualifying Bids are received, to approve the sale to the
Initial Bidder). The Prevailing Bidder, if other than Oppidan
Holdings, LLC will then be the Buyer as that term is used in the
order. Any objections to the Motion and to the sale of the Sales
Assets are overruled.
The Buyer is obligated to close upon the sale of the assets as set
forth in the Purchase Agreement unless the Order has been stayed,
materially modified, withdrawn, or reversed as of the Closing
Date.
Any assignment and assumption or rejection of certain executory
contracts and agreements as set out in the Purchase Agreements are
approved.
The form of Warranty Deed and is approved pursuant to Section
365(f) of the Bankruptcy Code.
Any stay imposed by Rule 6004(h) of the Bankruptcy Code is
abrogated and the Order will be effective and enforceable
immediately upon entry.
Upon the closing of the sale, the Sales Properties are to be
conveyed to the Buyer free and clear of all Encumbrances.
Upon the closing of the sale, the Debtors will hold the net
proceeds of the sale, after paying any sales commissions and
expenses of the sale, in a segregated bank account until further
order of the Court. As adequate protection under 11 U.S.C. Section
363(e), all liens against the Sales Properties (including the liens
held by CorTrust Bank, N.A.) will automatically transfer and attach
to the net proceeds of the sale.
Jeffrey Scott Cates and Christine Therese Cici-Cates sought Chapter
11 protection (Bankr. D. Minn. Case No. 21-40882) on May 17, 2021.
The Debtors tapped Kenneth Edstrom, Esq., at Sapientia Law Group,
PLLP as counsel.
JOHN K. COFER: Trustee's Request to Vacate Default Judgment Granted
-------------------------------------------------------------------
Judge Elizabeth L. Gunn of the U.S. Bankruptcy Court for the
District of Columbia granted the request of Bryan S. Ross, trustee
of the Chapter 7 bankruptcy estate of John Kennedy Cofer, to vacate
the entry of default judgment against the Debtor's brother, Philip
Cofer, avoiding the transfer of the property located at Stump Neck
Road, in Marbury, Maryland 20658, jointly owned by the Debtor and
his brother.
Upon approval of the Court's settlement agreement with Philip
Cofer, the judgment entered in the adversary proceeding on Oct. 13,
2021, at Docket No. 10 will be deemed vacated without further order
of the Court.
Upon approval of the Court's settlement agreement with Philip
Cofer, the adversary proceeding will be dismissed with prejudice,
each side to bear its own fees and costs.
The case is In re: John Kennedy Cofer, Case No. 20-00501-ELG
(Bankr. D.D.C.).
KC PANORAMA: Boston Property Bidders Must Submit Bids Thru E-mail
-----------------------------------------------------------------
Judge Frank J. Bailey of the U.S. Bankruptcy Court for the District
of Massachusetts issued an order putting the bidders of KC
Panorama, LLC, and its affiliates' real property located at 27-29
Stuart Street, in Boston, Massachusetts, on notice that if the
trustee elects to proceed by submission of final sealed bids,
bidders choosing to participate in further bidding will be
obligated to submit their final sealed bids during the hearing by
email (to fjb@mab.uscourts.gov).
Bids should not be submitted until the Court so instructs; any bid
submitted before the instruction will be disregarded. The Trustee
will immediately notify the offerors of the Order and file a
certificate of such notification.
About KC Panorama
KC Panorama LLC, a Waltham, Mass.-based company engaged in renting
and leasing real estate properties, sought protection under
Chapter
11 of the Bankruptcy Code (Bankr. D. Mass Case No. 21-10827) on
June 4, 2021, listing total assets of $11,703,396 and total
liabilities of $23,507,162. KC Panorama President Kai Zhao signed
the petition. Judge Frank J. Bailey oversees the case. Ravosa
Law
Offices, P.C. is the Debtor's legal counsel.
KERWIN BURL STEPHENS: $666K Sale of Cement Mountain Property Okayed
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Kerwin Burl Stephens' sale of a 220.668-acre tract
referred to as the Cement Mountain Property pursuant to a Farm and
Ranch Contract between the Debtor and Paloma Venado Six, LLC, for a
cash price of $666,417.36.
The sale is free and clear of all liens, claims, encumbrances, and
other interests.
The Cement Mountain Property will be sold to the Buyer subject to
property taxes and assessments for 2021 (to the extent unpaid) and
later tax years. Without limiting the generality of the foregoing,
the Claims will include all liens and rights of the BancCentral,
National Association, including those pursuant to the Deed of
Trust, as well as all interests of any nature that Plaintiffs or
Intervenors may hold in the Cement Mountain Property, if any,
including without limitation any judgment liens or abstracts of
judgment filed by either the Plaintiffs or the Intervenors which
may attach to the property. All such Claims will attach to the
Sale Proceeds.
The Debtor is authorized to convey all right, title, andinterest in
the Cement Mountain Property to the Buyer without the need of
approval, joinder, authorization, or any other action by his
non-debtor spouse. Such a conveyance by the Debtor will convey all
right, title, and interest in the Cement Mountain Property to the
Buyer, including any community property interest that the Debtor's
non-debtor spouse in the property as of the Petition Date.
The sale will be closed by the Title Company. The Debtor will be
entitled to pay from the Sale Proceeds ordinary closing costs and
costs of sale as provided in the Contract but such costs will not
include the premium for the Buyer's title insurance policy, which
will be borne by the Buyer. In addition, to the extent not already
paid, the Debtor will pay at closing from the Sale Proceeds any
unpaid 2020 real estate taxes assessed against the Cement Mountain
Property. To the extent unpaid, the property taxes for 2021 will
be prorated as set forth in the Contract, and will remain attached
to the property until paid.
The Title Company will pay to the Bank, without the necessity of
further order of the Court, the remaining net Sale Proceeds for
application first to the interest accruing on the Debtor's debt to
the Bank at the non-default contract rate with the remainder to be
applied to the principal balance of the Debtor's obligation to the
Bank.
The stay imposed under Bankruptcy Rule 6004(h) will not apply to
the Order.
Kerwin Burl Stephens sought Chapter 11 protection (Bankr. N.D.
Tex.
Case No. 21-40817) on April 7, 2021. The Debtor tapped J.
Forshey,
Esq., as counsel.
KERWIN BURL STEPHENS: Court Approves $815K Sale of South Bend Land
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Kerwin Burl Stephens' sale of a 254 acre tract referred
to as the South Bend Land pursuant to a Farm and Ranch Contract
between the Debtor and Jarrod Stephens for a cash price of
$815,000.
The sale is free and clear of all liens, claims, encumbrances, and
other interests.
The South Bend Land will be sold to the Buyer subject to property
taxes and assessments for 2021 (to the extent unpaid) and later tax
years. Without limiting the generality of the foregoing, the
Claims will include all liens and rights of the BancCentral,
National Association, including those pursuant to the Deed of
Trust, as well as all interests of any nature that Plaintiffs or
Intervenors may hold in the South Bend Land, if any, including
without limitation any judgment liens or abstracts of judgment
filed by either the Plaintiffs or the Intervenors which may attach
to the property. All such Claims will attach to the Sale
Proceeds.
he Debtor is authorized to convey all right, title, andinterest in
the South Bend Land to the Buyer without the need of approval,
joinder, authorization, or any other action by his non-debtor
spouse. Such a conveyance by the Debtor will convey all right,
title, and interest in the South Bend Land to the Buyer, including
any community property interest that the Debtor's non-debtor spouse
may assert (the Debtor denies the South Bend Land is community
property).
The sale will be closed by the Title Company. The Debtor will be
entitled topay from the Sale Proceeds ordinary closing costs and
costs of sale as provided in the Contract but such costs will not
include the premium for the Buyer's title insurance policy, which
will be borne by the Buyer. In addition, to the extent not already
paid, the Debtor will pay at closing from the Sale Proceeds any
unpaid 2020 real estate taxes assessed against the South Bend Land.
To the extent unpaid, the property taxes for 2021 will be prorated
as set forth in the Contract, and will remain attached to the
property until paid.
The Title Company will pay to the Bank, without the necessity of
further order of the Court, the remaining net Sale Proceeds for
application first to the interest accruing on the Debtor's debt to
the Bank at the non-default contract rate with the remainder to be
applied to the principal balance of the Debtor's obligation to the
Bank.
The stay imposed under Bankruptcy Rule 6004(h) will not apply to
the Order.
Kerwin Burl Stephens sought Chapter 11 protection (Bankr. N.D.
Tex.
Case No. 21-40817) on April 7, 2021. The Debtor tapped J.
Forshey,
Esq., as counsel.
KNIGHT HEALTH: Moody's Assigns B2 CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Service assigned B2 Corporate Family Rating and
B2-PD Probability of Default Rating to Knight Health Holdings LLC
(ScionHealth or the "Company"). At the same time, Moody's assigned
B2 (LGD4) rating to the proposed $450 million senior secured term
loan B. The outlook is stable.
On June 21, 2021, LifePoint Health, Inc. (LifePoint) announced its
proposed acquisition of Kindred Healthcare LLC (Kindred) for an
undisclosed sum. As part of the acquisition of Kindred, a new
healthcare services platform, ScionHealth will be spun off from the
combined LifePoint and Kindred entities. ScionHealth will acquire
Kindred's long term acute care (LTAC) business and 16 short term
acute care (STAC) markets from LifePoint with the following
financing package: $450mm ABL, $450mm Term Loan B, $360mm of cash
equity, including $350mm of Class B Equity (contributed by
LifePoint) and $10mm of Class A Equity from Apollo and Management.
There will be customary transition service agreements between
LifePoint and ScionHealth, and both companies will have separate
management teams, boards, headquarters, capital structures,
strategies, and assets. Management expects the transaction to close
by the end of 2021.
ESG factors are material to the ratings assignment. As a for-profit
hospital operator, ScionHealth faces social risks such as rising
concerns around access and affordability of healthcare services.
Among governance considerations, the company has moderate financial
leverage but there is an elevated financial risk associated with
the company's private equity ownership.
Ratings Assigned:
Issuer: Knight Health Holdings LLC
Corporate Family Rating, Assigned at B2
Probability of Default Rating, Assigned at B2-PD
Senior Secured Term Loan B, Assigned at B2 (LGD4)
Outlook Actions:
Issuer: Knight Health Holdings LLC
Outlook, Assigned Stable
RATINGS RATIONALE
The B2 Corporate Family Rating reflects ScionHealth's moderate
financial leverage, ongoing reimbursement pressures and low organic
growth outlook for the overall business. Moody's calculates pro
forma leverage to be approximately 4.5x for FYE 2021, which Moody's
forecasts to gradually decline to 4.4x FYE 2022. The forecasted
delay in deleveraging incorporates the execution risk of the
spin-off and the combination of the long term acute care (LTAC) and
short term acute care (STAC) businesses. Further, Moody's expects
that labor pressures will negatively impact margins and
profitability for the remainder of 2021 and 2022. These risks are
partially offset by ScionHealth's experienced management team with
a track record of value creation and positive operating
performance.
The rating is supported by ScionHealth's adequate liquidity and the
minimal reliance on a single state Medicaid program or single
commercial payor given its locations in 25 states and diverse
payors' mix. Further, the rating benefits from ScionHealth's large
scale with over $3 billion in combined revenue and diversified
service line offering.
The outlook is stable reflecting Moody's view that ScionHealth will
successfully integrate the two business lines and will continue to
generate modestly positive free cash flow and maintain moderate
leverage.
Moody's anticipates that ScionHealth will maintain adequate
liquidity, supported by a $450 million ABL revolving credit
facility that will have $100 million drawn and about $60 million of
cash on hand at the close of the transaction. Moody's expects that
ScionHealth will generate about $15 million of free cash flow in
2022. ScionHealth expects to have a customary springing fixed
charge coverage ratio covenant in its ABL revolving credit
facility.
ESG considerations are material to the ratings of ScionHealth. As a
for-profit hospital operator, ScionHealth faces social risk but
less so than operators in the general acute care space. The
affordability of hospitals and the practice of balance billing has
garnered substantial social and political attention. However, this
is less of an issue in the STAC and LTAC space because patient
stays in these facilities are never a "surprise". Hospitals are now
required to publicly provide greater price transparency into the
prices of their services, although compliance and practice is
inconsistent across the industry. Additionally, hospitals rely on
Medicare and Medicaid for a substantial portion of reimbursement.
Any changes to reimbursement to Medicare or Medicaid directly
impacts hospitals' revenue and profitability. Longer-term, the
potential for a single payor system (i.e. - Medicare For All), the
unification of post-acute reimbursement methodologies, or both
would drastically change the operating environment.
From a governance perspective, the ownership of ScionHealth by
private equity firm, Apollo, increases the likelihood for
aggressive financial policies, such as debt-funded shareholder
distributions.
As proposed, the new credit facilities are expected to provide
covenant flexibility that if utilized could negatively impact
creditors. Notable terms include the following:
Incremental debt capacity up to the greater of 1.0x LTM EBITDA and
$160 million, plus any amounts subject to closing date net first
lien leverage ratio (if pari passu secured). Amounts up to the
greater of $160 million and 1.0x LTM EBITDA may be incurred with an
earlier maturity than the initial term loans. There are no express
"blocker" provisions which prohibit the transfer of specified
assets to unrestricted subsidiaries; such transfers are permitted
subject to carve-out capacity and other conditions.
Non-wholly-owned subsidiaries are not required to provide
guarantees; dividends or transfers resulting in partial ownership
of subsidiary guarantors could jeopardize guarantees, with no
explicit protective provisions limiting such guarantee releases.
There are no express protective provisions prohibiting an
up-tiering transaction.
The proposed terms and the final terms of the credit agreement may
be materially different.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if ScionHealth can effectively
integrate the two businesses and manage the stand up costs as a
separate entity. Additionally, ScionHealth would need to
demonstrate organic revenue and earnings growth, consistent
positive free cash flow generation, and Debt-to-EBITDA sustained
below 4 times.
The ratings could be downgraded if ScionHealth encounters issues
with stand up costs as a new entity, deterioration in liquidity
including inability to consistently generate positive free cash
flow, material debt-funded shareholder distributions and
Debt-to-EBITDA sustained above 5.5 times.
Knight Health Holdings LLC is a leading provider of a
community-based acute and post-acute care, with 18 short-term acute
care hospitals and 61 long-term acute care facilities across 25
states. Pro forma revenue is approximated at $3.4 billion for the
combination of the two businesses. The company is owned by private
equity firm Apollo Funds & Management and LifePoint Health.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
KORNBLUTH TEXAS: Taps BTTX Associates to Operate Holiday Inn Hotel
------------------------------------------------------------------
Kornbluth Texas, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to employ BTTX Associates, LLC
to oversee the operation of the Holiday Inn Hotel until the
property is sold or until its Chapter 11 bankruptcy case is
dismissed.
The firm's services include:
(a) training, supervising or dismissing on behalf of the
Debtor on-site staff for the operation of the property;
(b) developing and implementing advertising, marketing,
promotion, publicity and other similar programs for the property;
(c) negotiating and entering into leases, licenses and
concession agreements for office and lobby space at the property,
and negotiating and entering into contracts for the provision of
services to the property;
(d) applying for, processing and taking all necessary steps to
procure and keep in effect in the Debtor's name all licenses and
permits required for the operation of the property;
(e) purchasing all operating equipment and supplies necessary
for the operation of the property;
(f) providing routine accounting and purchasing services as
required in the ordinary course of business;
(g) maintaining the property in a good state of repair and in
accordance with the Debtor's requirements; and
(h) representing and working in conjunction with the Debtor in
connection with the making of any capital improvements to the
property or the renovation and refurbishment of the property.
The Debtor seeks approval to pay BTTX a flat monthly management fee
of $7,500 for its services.
As disclosed in court filings, BTTX is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
BTTX Associates LLC
5900 Balcones Dr., Ste. 100
Austin, TX 78731
About Kornbluth Texas
Kornbluth Texas, LLC, which operates the Holiday Inn Hotel, filed a
petition for Chapter 11 protection (Bankr. S.D. Texas Case No.
21-32261) on July 5, 2021, listing as much as $10 million in both
assets and liabilities. Cheryl M. Tyler, managing member, signed
the petition.
Judge Christopher M. Lopez oversees the case.
The Debtor tapped Okin Adams LLP as legal counsel, Matthew Shell
CPA PLLC as accountant, The Claro Group LLC as financial advisor,
and BTTX Associates, LLC as hotel operator.
KOSSOFF PLLC: District Atty Accuses Mitchell of $14M Escrow Theft
-----------------------------------------------------------------
Emma Whitford and Pete Brush of Law360 reports that the New York
City real estate attorney Mitchell Kossoff, of the defunct
Manhattan law firm Kossoff PLLC, surrendered to authorities Friday,
December 3, 2021, on accusations that he stole $14 million of
clients' escrow money.
His attorney said Kossoff would plead guilty. Kossoff is charged
with a top count of grand larceny in the first degree, which would
carry a mandatory prison term, prosecutor Ryan Gee of the Manhattan
District Attorney's Office told Judge Robert Rosenthal at a morning
hearing in New York City Criminal Court. Mitchell Kossoff, left,
leaves court Friday with his lawyer Walter Mack.
About Kossoff PLLC
Kossoff PLLC is a real estate law firm based in New York City. It
operated as a law firm with offices located at 217 Broadway in New
York City. The firm held itself out as a law firm that provided
full-service real estate legal services specializing in litigation
and transactional matters, including leasing, sale and acquisition
of real property, commercial landlord tenant matters, real estate
litigation, and city, state and federal agency regulatory matters
Mitchell H. Kossoff, the firm's founder and only known managing
member, is alleged to have failed to and/or refused to return
millions of dollars of client funds when requested by clients.
Since on or about April 1, 2021, Kossoff's whereabouts have been
unknown, and Kossoffhas ceased all communications with the Debtor's
clients and with the attorneys and staff who were employed by the
Debtor.
Kossoff PLLC is subject to an involuntary petition for Chapter 7
bankruptcy (Bankr. S.D.N.Y. Case No. 21-10699) by creditors on
April 13, 2021. The case is handled by Honorable Judge David S.
Jones.
Gran Sabana Corp NV, Louis & Jeanmarie Giordano, and other former
clients of the Debtor signed the involuntary petition. Carter
Ledyard & Milburn LLP, led by Aaron R. Cahn, represents the
petitioners.
Veteran restructuring lawyer Albert Togut of Togut, Segal & Segal
LLP, was named as Chapter 7 Trustee. He tapped his own firm as
counsel in the case.
KURNCZ FARMS: Seeks Cash Collateral Access
------------------------------------------
Kurncz Farms, Inc. asks the U.S. Bankruptcy Court for the Western
District of Michigan for authority to use cash collateral and
provide adequate protection.
The Debtor requires the use of cash collateral to meet payroll, and
preserve its assets for the benefits of its creditors.
The Debtor believes that PNL Devine, LLC is the only entity that
has a secured interest in the Debtor's Cash Collateral.
The Debtor, Marian I, Kurncz, Peter J. Kurncz, Jr., Lisa S. Kurncz,
and Peter J. Kurnez III are indebted to PNL pursuant to the
Amended, Restated and Consolidated Term Note dated August 15, 2018,
in the principal amount of $10,269,751.62, as may have been
modified from time to time. As of November 1, 2021, PNL asserts
that there remained a principal balance on the Note of $8,725,566,
together with accrued interest of $1,496,296, late fees of
$182,774, and prior flat fees and prior loan fees of $180,000, for
a total of $10,584,636, exclusive of legal fees, and other
contractually agreed upon costs and fees.
The Debtor and PNL entered into an amended and restated cattle
lease on October 31, 2019, where PNL leased cattle to Kurncz Farms.
As of November 1, 2021, PNL asserts that there remained a balance
of $110,640, together with accrued interest of $373, for a total of
$111,012, exclusive of legal fees, and other contractually agreed
upon costs and fees.
The Borrowers and Bank of America, N.A. executed a Business Loan
Agreement on August 29, 2007, as modified from time to time, which
set forth terms and conditions governing Borrowers' loan
relationship with Bank of America.
On September 25, 2018, Bank of America assigned all of its right,
title and interest in and to the Loan Documents to PNL, pursuant to
a loan sale and assignment agreement, allonge, assignments of the
Mortgages, and an assignment of notice of security interest and
assignment of dairy proceeds, all of which are dated September 25,
2018. PNL is the current owner and holder of the Loan Documents.
The Debtor anticipates that it will operate at a profit throughout
2022. The Debtor has prepared an operating budget and cash flow
projections, which contain projected sales and an anticipated
budget of necessary expenditures going forward that are necessary
to be paid to avoid irreparable harm to the estate through January
2022.
As adequate protection for the Debtor's use of cash collateral, the
Debtor offers the following to PNL:
a. The Debtor believes PNL to be fully secured by virtue of
its liens on the Debtor's assets and the mortgages it holds on the
Properties and thus is provided adequate protection by the virtue
of its equity cushion and the payments and reporting set out
therein.
b. PNL will continue to receive all milk proceeds pursuant to
the Assignment of Milk and Milk Proceeds as Security dated August
29, 2007, and may retain an amount equal to the accrual of 7%
interest on the principal balance payable in semi-monthly payments
from each of the from each of the semi-monthly milk checks. By way
of example, if the total principal balance of all of the
obligations to PNL total $9,244,722, the semi-monthly payment to
PNL will be $26,964. PNL must immediately pay to the Debtor the
remaining milk proceeds after application of the Interest Payment.
c. The proceeds of any sale by the Debtor of any property
subject to liens held by PNL (other than sales in the ordinary
course of business) must, unless PNL agrees in conjunction with the
approval of a sale under section 363 of the Code, be paid to PNL
for application to the indebtedness due under the Loan Documents.
d. PNL will be granted continuing and replacement security
interests and liens in all of the Debtor's post-petition property.
e. The Debtor reserves its rights pursuant to 11 U.S.C. section
544 et seq.
f. The Debtor must supply financial information and
information relating to the collateral as is reasonably required by
PNL. In the event that PNL and the Debtor cannot agree as to what
report(s) must be provided to PNL, the Court will, upon notice and
a hearing, make a determination.
g. The Debtor's authority to use Cash Collateral will continue
unless (i) the Debtor fails to materially comply with the terms
recited in 1116; (ii) a Chapter 11 Trustee is appointed for the
Debtor's estate; (iii) the chapter 11 case is converted to a
proceeding under chapter 7; or (iv) an Order is entered dismissing
this case without PNL's consent. In the event that PNL deems a
default under this subsection to have occurred it must provide
written notice to the Debtor. The Debtor will then have seven days
to contest the occurrence of such default and, to the extent that
the Court determines that adequate protection is, in fact, adequate
under the circumstances, the Debtor's use of cash collateral will
not be terminated.
The Debtor also requests the Court to set a date for Final Hearing
on December 30, 2021, or as convenient for the Court.
A copy of the motion and the Debtor's nine-week budget with cow
purchase and 13-week budget is available at https://bit.ly/3GaaV2v
from PacerMonitor.com.
The Debtor projects $854,836 in total expenses for nine weeks
through January 29, 2022 and $848,880 in milk production for the
13-week period through January 29, 2022.
About Kurncz Farms, Inc.
Kurncz Farms, Inc. is part of the cattle ranching and farming
industry. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Mich. Case No. 21-02612) on November
30, 2021. In the petition signed by Peter J. Kurncz, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Susan M. Cook, Esq. at Warner Norcross and Judd, LLC is the
Debtor's counsel.
KUTTER GROUP: $349K Sale of All Assets to Finnegan Dexter Approved
------------------------------------------------------------------
Judge Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida, Orlando Division, authorized Kutter
Group Holdings, LLC's sale of substantially all assets to Finnegan
Dexter, LLC for $349,430.
The Purchase Agreement, and the transactions contemplated thereby
are approved in all respects. After the date of entry of the Order,
the Debtor and the Purchaser may enter into any amendment or
modification to the Purchase Agreement without any further notice,
hearing, or Court order.
All of the proceeds from the Sale will be delivered to the counsel
for the Secured Creditor, Lorium Law, 101 N.E. 3rd Avenue, Suite
1800, Fort Lauderdale, Florida 33301. The counsel for the Secured
Creditor will deliver to BankUnited N.A. the first $346,430.00 of
the Sale proceeds, on account of its first priority security
interest, as soon as practicable after the Sale. Counsel for the
Secured Creditor will remit $1,500 to Aaron Cohen, Subchapter V
Trustee and $1,500 to the Debtor's counsel. Upon receipt of the
Sale proceeds by BankUnited N.A., the liens of BankUnited N.A. on
the Debtor's Assets will be fully released and discharged.
The Sale is free and clear of all liens, claims, encumbrances and
interests.
Upon entry of the Order, the counsel for the Debtor will serve a
copy of the Order upon all parties served with the Motion and
thereafter file a certificate of service with the Court.
The 14-day stay period set forth in Rule 6004(h) of the Federal
Rules of Bankruptcy Procedure is waived, for good cause shown, and
the Order will be immediately enforceable, and the closing of the
sale of the Assets may occur immediately following the entry of the
Order.
About Kutter Group Holdings, LLC
Kutter Group Holdings, LLC owns and operates a pet store.
Kutter Group Holdings filed its voluntary petition for relief
under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
20-06971) on Dec. 23, 2020. Bartolone Law, PLLC represents the
Debtor as counsel.
In the petition signed by Mark Kutter, president, the Debtor
disclosed up to $50,000 and up to $10 million in liabilities.
Judge Karen S. Jennemann oversees the case.
Aldo G. Bartolone, Jr., Esq. at BARTOLONE LAW, PLLC is the
Debtor's
counsel.
LEGACY EDUCATION: Michel Botbol Quits From All Positions
--------------------------------------------------------
Michel Botbol has resigned as chairman of the Board of Directors,
director, and chief executive officer of Legacy Education Alliance,
Inc. and its subsidiaries, and from any other positions with any of
the companies related in any way to Legacy Education. The company
said Mr. Botbol's resignation is not related to any disagreement
with its operations, policies or practices.
As a result of the resignation of Mr. Botbol, Mr. Barry Kostiner, a
member of the Board of Directors of Legacy Education, manager of
Capital Markets and principal financial and accounting officer of
Legacy Education, was appointed as interim chief executive officer
and will further assume the role of principal executive officer of
the company, until a permanent replacement can be found.
Mr. Kostiner, age 50, was appointed to the Board on May 3, 2021 and
has also been a manager of Capital Markets at the company since
March 2021 and interim principal financial and accounting officer
since Nov. 8, 2021. Mr. Kostiner is serving as the chief executive
and Chairman of Sagaliam Acquisition Corp. and chief financial
officer of Sunfire Acquisition Corp. Additionally, Mr. Kostiner
serves as the president of, and holds a 25% membership interest in,
Legacy Tech Partners, LLC, a microcap -focused EdTech investment
vehicle, since February 2021. Mr. Kostiner was the CFO of Ameri
Holdings Inc. (Nasdaq: AMRH) from October 2018 through December
2020. The operations of AMRH, including its global IT services
business focused on SAP with operations in both the US and India,
was acquired by management, with the residual Nasdaq vehicle
acquired by Enveric Biosciences (Nasdaq: ENVB), an evidence-based
cannabinoid pharma company focused on palliative therapies for
cancer patients. Mr. Kostiner has been a consultant to ENVB since
January 2021. From May 2016 through October 2018, Mr. Kostiner was
a consultant to Cypress Skilled Nursing, a healthcare facility
operator and from May 2017 through October 2018 he was a consultant
to LinKay Technologies Inc., an artificial intelligence incubator
with a portfolio of intellectual property focused on AI and
LiDAR/geospatial technology, with a research staff in India and New
York. Mr. Kostiner's 20-year career in energy includes eight years
at Goldman Sachs and Merrill Lynch and their affiliates, with a
focus on energy trading and portfolio management, as well as
serving as the CEO of an oil & gas SPAC (Nasdaq: PGRI) from 2005
through 2009. Mr. Kostiner earned a Bachelor's of Science degree
in Electrical Engineering and a Master's of Science in Operations
Research from MIT. His thesis on the mathematics of electric
industry deregulation was sponsored by Harvard's Kennedy School of
Government.
On March 8, 2021, Legacy Education issued a Senior Secured
Convertible Debenture in the principal amount of $375,000 to LTP.
About Legacy Education
Cape Coral, Fla.-based, Legacy Education Alliance, Inc. --
http://www.legacyeducationalliance.com-- is a provider of
practical and value-based educational training on the topics of
personal finance, entrepreneurship, real estate investing
strategies and techniques.
Legacy Education Alliance reported a net income of $16.01 million
for the year ended Dec. 31, 2020, compared to a net income of $9.95
million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the
Company had $2.17 million in total assets, $23.67 million in total
liabilities, and a total stockholders' deficit of $21.50 million.
MaloneBailey, LLP, in Houston, Texas, the Company's auditor since
2014, issued a "going concern" qualification in its report dated
April 9, 2021, citing that the Company has a net capital deficiency
and an accumulated deficit that raise substantial doubt about its
ability to continue as a going concern.
LOCATE 1 PLUS: $425K Sale of Dallas Property to Aric Approved
-------------------------------------------------------------
Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas authorized Locate 1 Plus, Inc.'s sale of
the estate's interest in 10816 Colbert Way, in Dallas, Texas, to
Aric M. & Craig Stock for the sum of $425,000.
The sale will be made "as is, where is" without any representations
or warranties concerning the condition, suitability or habitability
of the Property; (ii) that it be without any representations or
warranties as to ownership, title, right or interest in or to any
fixtures, personal property or improvements on the Property.
The ad valorem property taxes, penalties, and interest are to be
paid in full from the proceeds of the sale, at the time of the
closing of the sale transaction, and the ad valorem tax liens that
secure any unpaid tax years are hereby expressly retained until the
payment by the purchaser of the ad valorem taxes, and any penalties
or interest which may ultimately accrue.
The mortgage lien serviced by Mr. Cooper, Lake Vista 4, 800 State
Highway 121 Bypass, Lewisville, TX 75067 of approximately
$386,494.41 with interest from the date of the previous Order at
docket number 32 is to be paid in full from the proceeds of the
sale, at the time of the closing of the sale transaction.
All net proceeds from sale are to be deposited into the DIP Trust
Account for the Bankrupt Estate of the Debtor, subject to
distribution by further order/orders of the Court.
In the event that the Purchaser does not close, then the Debtor is
authorized to sell the Property to any third party who pays at
least $425,000 to purchase the Property.
The 14-day stay under Bankruptcy Rule 6004(h) is waived and the
entry of the Sale Order and will be effective and enforceable
immediately upon entry.
About Locate 1 Plus, Inc.
Dallas, Texas-based Locate 1 Plus, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No.
20-42237) on Nov. 2, 2020. Walter Stock, the company's president,
signed the petition. At the time of the filing, Debtor had
estimated assets of between $100,001 and $500,000 and liabilities
of the same range.
Judge Brenda T. Rhoades oversees the Debtor's bankruptcy case.
Bailey and Lyon, Attorneys at Law, is the Debtor's legal counsel.
LTL MANAGEMENT: To Act as Foreign Rep. in Canadian Talc Case
------------------------------------------------------------
According to HarrisMartin, LTL Management has asked the New Jersey
bankruptcy court overseeing its Chapter 11 proceedings to issue an
order authorizing the company to be authorized to act as the
foreign representative on behalf of the Debtor's estate in Canadian
talcum powder litigation.
In a brief filed Nov. 24, 2021 in the U.S. Bankruptcy Court for the
District of New Jersey, LTL Management further said that, upon
appointment as the Foreign Representative, the Debtor "intends to
seek ancillary relief in Canada on behalf of the Debtor’s estate
pursuant to the Companies’ Creditors Arrangement Act (Canada)."
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.
MIDTOWN CAMPUS: Seeks to Tap Greenberg Traurig as Special Counsel
-----------------------------------------------------------------
Midtown Campus Properties, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Greenberg Traurig, PA as its special counsel.
The Debtor requires legal assistance in corporate and real estate
matters related to the construction, financing, ground lease and
sale of the Midtown Apartments Student Housing, a
500,000-square-foot mixed-use project known as One College Park,
located at 104 Northwest 17th Street, Gainesville, Fla.
Ricardo Fraga, Esq., an attorney at Greenberg Traurig, will be paid
at his hourly rate of $600.
In addition, the firm will seek reimbursement for expenses
incurred.
Mr. Fraga disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Ricardo L. Fraga, Esq.
Greenberg Traurig, PA
333 SE 2nd Avenue
Suite 4400, Miami, FL 33131
Telephone: (305) 579-0500
Facsimile: (305) 579-0717
Email: fragar@gtlaw.com
About Midtown Campus Properties
Midtown Campus Properties, LLC, is a single asset real estate that
owns the Midtown Apartments. The Midtown Apartments is a 310-unit
student housing apartment complex currently under construction at
104 Northwest 17th Street, in Gainesville, Fla., just across the
University of Florida. It consists of a six-story main building, a
parking garage for resident and public use, and a commercial retail
space.
Each unit includes a full-size kitchen, carpet, tile, and hardwood
floors and is fully furnished. It is located near several Midtown
bars and restaurants frequented by students, and just a couple of
minutes' walk from Ben Hill Griffin Stadium.
Midtown Campus Properties sought Chapter 11 protection (Bankr. S.D.
Fla. Case No. 20-15173) on May 8, 2020, listing as much as $100
million in both assets and liabilities.
The Honorable Robert A. Mark is the presiding judge.
The Debtor tapped Genovese Joblove & Battista, P.A. as bankruptcy
counsel; Greenberg Traurig, PA as special corporate and real estate
counsel; and The Bosch Group, Inc. as construction consultant.
MODO PROPERTIES: Case Summary & 3 Unsecured Creditors
-----------------------------------------------------
Debtor: Modo Properties, LLC
628 Fussell Road
Leesburg, GA 31763
Chapter 11 Petition Date: December 6, 2021
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 21-59061
Debtor's Counsel: William A. Rountree, Esq.
ROUNTREE, LEITMAN & KLEIN, LLC
Century Plaza I
2987 Clairmont Road, Ste 350
Atlanta, GA 30329
Tel: 404-584-1238
Fax: 404 704-0246
Email: swenger@rlklawfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Alfred Jackson Odom, IV as owner.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/VQVLYSA/Modo_Properties_LLC__ganbke-21-59061__0001.0.pdf?mcid=tGE4TAMA
MOHEGAN TRIBAL: Completes Financing for INSPIRE Resort in S.Korea
-----------------------------------------------------------------
Mohegan Gaming & Entertainment has announced the successful closing
of financing to develop the INSPIRE Entertainment Resort on
Yeongjong Island in Incheon, South Korea.
The aggregate funding of $1.55 billion will be used in Phase 1 of
development for the integrated resort. The project is set to open
its doors in 2023 to world travelers and gaming enthusiasts,
generating an anticipated spike in visitation to the region and a
revival of the South Korean tourism industry following COVID-19.
"We have a proven track record in developing and operating leading
integrated entertainment resorts in North America with our
successes in Connecticut, Las Vegas and Niagara Falls, and we look
forward to taking this success abroad as the first American IR
launched in Korea," said James Gessner Jr., Chairman of The Mohegan
Tribe and MGE Management Board.
INSPIRE Integrated Resort Co., Ltd. (INSPIRE), MGE's wholly-owned
Korean subsidiary, now has in place the funding needed for the
completion of construction of the project, which includes a total
of $575 million in equity combining MGE's $300 million investment
and the $275 million raised through global private equity firms,
Bain Capital and MBK Partners, and 1.04 trillion Korean won project
finance loan (approximately $890 million U.S. dollar equivalent)
raised through a three-bank Korean consortium including KB
Securities, NH Investment & Securities and Hana Financial
Investment, with the participation of Korean financial institutions
and with Kookmin Bank Co., Ltd. as facility agent to the loan.
Hanwha Engineering & Construction Corp. is the General Contractor
for the project, which has provided a completion guarantee as well
as a subordinated investment to the project in the amount of 100
billion Korean won (approximately $85.5 million U.S. dollar
equivalent). Hanwha Hotel and Resort Co., Ltd. is also
participating as a strategic partner of the project and as the
hotel operator.
"We anticipate a significant rebound in the tourism and leisure
industry following the pandemic, and we look forward to
contributing to the Korean economy while at the same time opening
and operating a successful, state-of-the-art resort. I'm thrilled
to see our international vision for IR development reach this
important milestone," said Bobby Soper, International president for
MGE.
The development of the INSPIRE Entertainment Resort is underway
within the IBC-III region of the Incheon International Airport,
Yeongjong District, Incheon Free Economic Zone, with the current
construction completion progress at approximately 12%. Targeted to
open in 2023, INSPIRE Entertainment Resort will be the largest IR
in Northeast Asia once completed.
The Phase 1 resort development includes three 5-star hotel towers,
a 15,000-seat multifunctional professional performance arena, a
foreigners only casino, the largest convention facility in the
Seoul metropolitan area, a world class retail offering, a
year-round indoor water dome experience and a large outdoor
thematic space, known as the "Family Park."
With the successful completion of the funding for this first phase,
INSPIRE is now accelerating towards its opening date in 2023.
About Mohegan Gaming
Mohegan Tribal Gaming Authority d/b/a Mohegan Gaming &
Entertainment is a master developer and operator of premier global
integrated entertainment resorts, including Mohegan Sun in
Uncasville, Connecticut, Inspire in Incheon, South Korea and
Niagara Casinos in Niagara, Canada. MGE is owner, developer,
and/or manager of integrated entertainment resorts throughout the
United States, including Connecticut, New Jersey, Washington,
Pennsylvania, Louisiana, as well as Northern Asia and Niagara
Falls, Canada, and coming soon pending regulatory approval, Las
Vegas, Nevada. MGE is owner and operator of Connecticut Sun, a
professional basketball team in the WNBA and New England Black
Wolves, a professional lacrosse team in the National Lacrosse
League. For more information on MGE and its properties, visit
www.mohegangaming.com.
Mohegan Gaming reported a net loss of $162.02 million for the year
ended Sept. 30, 2020, compared to a net loss of $2.37 million for
the year ended Sept. 30, 2019.
* * *
As reported by the TCR on Feb. 4, 2021, Moody's Investors Service
upgraded Mohegan Tribal Gaming Authority's ("MTGA") Corporate
Family Rating to Caa1 from Caa2 and Probability of Default Rating
to Caa1-PD from Caa2-PD. The upgrade considers that on January 26,
MTGA closed on a refinancing that had a meaningful positive impact
on the company's liquidity.
NATIONAL MUSEUM: Buys Back Building It Lost in Bankruptcy
---------------------------------------------------------
Asaf Shalev of Forward reports that the National Museum of American
Jewish History buys back building it lost in bankruptcy with gift
from donor.
Footwear entrepreneur Stuart Weitzman has come to the rescue of the
financially beleaguered National Museum of American Jewish History
in Philadelphia.
The museum had racked up $30 million in construction debt and lost
ownership of its new building, emerging from Chapter 11 bankruptcy
in September. Now, a gift from Weitzman will allow the museum to
buy back the building and establish an "eight-figure" endowment,
the Philadelphia Inquirer reported on Tuesday, November 30, 2021.
The institution is being renamed the Weitzman National Museum of
American Jewish History.
The museum's CEO Misha Galperin announced the news on Tuesday,
Bivenver 3
30, 2021. in an article for eJewishPhilanthropy. The Inquirer
interviewed Galperin, who declined to share the exact amount of the
donation but said it provides more than half of the funds needed
for an upcoming capital and endowment fundraising campaign.
"I can tell you [the Weitzman gift] has allowed us to buy our
building immediately and set up an eight-figure endowment,"
Galperin told the Inquirer. "That's as much as I can say. It's very
significant and it deserves the name of … the museum. It really
ensures our future."
When the museum filed for bankruptcy protection in March 2020, it
owed $30 million to bondholders as a result of costs associated
with a recent $150 million building project.
The museum was able to come out of bankruptcy by mid-September 2021
after bondholders forgave almost $14 million in debt and the family
of business executive Mitchell Morgan agreed to buy the building
from the museum for $10 million and lease it back for $1,000 a
month.
"The Morgan Family also gave us the option of buying back the
building any time over the next 42 months," Galperin told the
Inquirer. "The Weitzman gift will allow us to buy back the building
from the Morgan family right away.'
It is not the first time Weitzman has donated to the museum. In
2018, he gave $1 million to establish the First Families Gallery,
which is focused on the lives of early Jewish settlers in colonial
America.
Weitzman made his fortune as a pioneering shoe designer. The
company he founded was acquired by luxury design brand Coach in a
$574 million deal in 2015. His wife, Jane Gerson Weitzman, is a
member of the board of 70 Faces Media, the nonprofit that operates
the Jewish Telegraphic Agency.
Closed for visitors since the pandemic lockdowns, the museum has
built up its virtual platform, with six online exhibitions and
dozens of programs. Over the past 20 months, four million people
have participated in museum activities, according to Galperin.
About Museum of American Jewish History
The Museum of American Jewish History -- https://www.nmajh.org/ --
is a Pennsylvania non-profit organization which operates the
National Museum of American Jewish History, the only museum in the
nation dedicated exclusively to exploring and interpreting the
American Jewish experience. The museum presents educational and
public programs that preserve, explore and celebrate the history of
Jews in America. The museum was established in 1976 and is housed
in the Philadelphia's Independence Mall.
On March 1, 2020, Museum of American Jewish History sought Chapter
11 protection (Bankr. E.D. Pa. Case No. 20-11285). The Debtor was
estimated to have $10 million to $50 million in assets and
liabilities. Judge Magdeline D. Coleman oversees the case. The
Debtor tapped Dilworth Paxson, LLP as its legal counsel and Donlin,
Recano & Company, Inc. as its claims agent.
NELNET INC: Moody's Assigns Ba1 Issuer Rating, Outlook Stable
-------------------------------------------------------------
Moody's Investors Service has affirmed Nelnet, Inc.'s Ba1 corporate
family rating and assigned a Ba1 issuer rating.
The outlook was changed to stable from negative reflecting reduced
uncertainty with respect to the company's US Department of
Education's (DOE) contract to service student loans owned by the
DOE, along with the credit-positive impact of the company's
continuing to ramp up of its private student loan lending business
out of its newly established banking subsidiary.
Assignments:
Issuer: Nelnet, Inc.
Issuer Rating, Assigned Ba1
Affirmations:
Issuer: Nelnet, Inc.
Corporate Family Rating, Affirmed Ba1
Outlook Actions:
Issuer: Nelnet, Inc.
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
The affirmation of the Ba1 corporate family rating, which is
derived from its ba1 standalone assessment, reflects Moody's
unchanged view of the company's credit profile, supported by its
solid core earnings generation, low corporate leverage, strong
asset profile and adequate liquidity position. Nelnet is a non-bank
financial services company, primarily focused on the US education
finance and education technology and services markets, including
being the largest US student loan servicer. The company recently
reentered originating new private student loans through its newly
established Utah-chartered industrial bank subsidiary. A
significant portion of the company's revenue is net interest income
earned on a legacy portfolio of federally insured student loans.
As Nelnet's student loan portfolio runs off, the company is facing
operational and execution risks as it goes through a strategic
transformation with the recent establishment of the bank subsidiary
and reentering originating student loans a positive to those
efforts.
After the 2008/09 financial crisis, the company significantly
strengthened its financial profile reducing its leverage and almost
entirely funding its business with securitizations, warehouse
facilities and cash generated from operations. The company has a
$495 million unsecured line of credit which was not drawn as of
September 30, 2021. Except for securitization facilities, the
company has no other debt outstanding.
Through its two Nelnet Servicing, LLC and Great Lakes Educational
Loan Services, Inc., the company is the largest student loan
servicer in the US, a large portion of which is servicing student
loans owned by the DOE under contracts that were originally awarded
in June 2009.
For years, the DOE has been reevaluating its student loan servicing
arrangements, including whether to separate the contracts into two
parts, one for loan billing and collecting and one for the
servicing software platform. The previous US administration
appeared to be close to settling on a future state, as in June
2020, the DOE announced that it had entered new contracts with five
companies regarding billing and collecting, with market
participants expecting an announcement regarding the servicing
software platform that never materialized. Of the five companies
awarded new billing and collecting contracts, only two were current
servicers that only serviced around 10% of the total. Nelnet's two
servicing subsidiaries were not among the companies awarded a new
contract at that time.
However, with the current US administration reviewing the contract
structure, on September 24, 2021, the company's contracts were
extended for another two years to December 14, 2023. Moody's
believes that losing the DOE federal direct student loan servicing
contract would reduce the company's net income up to 20% relative
to its current level. In addition, the contract provides the
company with scale, insight and relationships in its core student
loan business services offerings.
Moody's assesses that as a student loan provider, Nelnet faces a
high regulatory risk. As student debt service increasingly weighs
on household finances, there have been many proposed measures over
the years to alleviate the burden some of which if enacted could be
credit negative to the company.
The change in outlook to stable from negative reflects Moody's
assessment of reduced uncertainty in relation to the DOE contracts
along with the credit positive impact of the company continuing to
ramp up its private student loan lending business in its newly
established banking subsidiary. Moody's expects that over the next
12-18 months, the company will continue to maintain solid earnings,
low corporate leverage, and strong asset quality.
The Ba1 issuer rating is aligned with the company's Ba1 corporate
family rating. The Ba1 issuer rating was determined by the
application of Moody's Loss Given Default for Speculative-Grade
Companies methodology and model, which incorporate the priority of
claim of unsecured creditors in the company's capital structure.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Given the operational and execution risks associated with its
strategic transformation, an upgrade of the ratings is unlikely
over the next 12-18 months. The rating could be upgraded if the
company experiences continued progress in building its student loan
origination business, as well as its newly-formed banking
operations. In addition, further buildup of the scope and
prominence of Nelnet's fee-based businesses, in combination with
appropriate business line and customer diversification, would be
positive for the ratings.
The ratings could be downgraded if Moody's were to assess a likely
financial performance deterioration, for example, if net income to
managed assets falls consistently below and is expected to remain
below 0.45%. In addition, the ratings could be downgraded if
leverage materially increases, or if the value of the investment
portfolio declines due, for example, to increasing prepayment
speeds on the FFELP portfolio.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
NEPHROS INC: Hires Baker Tilly as New Auditor
---------------------------------------------
Nephros, Inc. was notified on Dec. 2, 2021, that the audit practice
of Moody, Famiglietti and Andronico, LLP, an independent registered
public accounting firm, was combined with Baker Tilly US, LLP in a
transaction pursuant to which MFA combined its operations with
Baker Tilly and certain of the professional staff and partners of
MFA joined Baker Tilly either as employees or partners of Baker
Tilly. On Dec. 2, 2021, MFA resigned as the auditors of the Company
and with the approval of the Audit Committee of the Company's Board
of Directors, Baker Tilly was engaged as its independent registered
public accounting firm.
Prior to engaging Baker Tilly, the Company did not consult with
Baker Tilly regarding the application of accounting principles to a
specific completed or contemplated transaction or regarding the
type of audit opinions that might be rendered by Baker Tilly on the
Company's financial statements, and Baker Tilly did not provide any
written or oral advice that was an important factor considered by
the Company in reaching a decision as to any such accounting,
auditing or financial reporting issue.
MFA's report regarding the Company's financial statements for each
of the fiscal years ended Dec. 31, 2020 and 2019 did not contain
any adverse opinion or disclaimer of opinion and was not qualified
or modified as to uncertainty, audit scope or accounting
principles.
During the years ended Dec. 31, 2020 and 2019, and during the
interim period from the end of the most recently completed fiscal
year through Dec. 2, 2021, the date of MFA's resignation, there
were no disagreements with MFA on any matter of accounting
principles or practices, financial statement disclosure or auditing
scope or procedures, which disagreements, if not resolved to the
satisfaction of MFA would have caused it to make reference to such
disagreement in its reports.
About Nephros
South Orange, New Jersey-based Nephros -- www.nephros.com -- is a
commercial-stage company that develops and sells water solutions to
the medical and commercial markets.
Nephros reported a net loss of $4.53 million for the year ended
Dec. 31, 2020, compared to a net loss of $3.18 million for the year
ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $17.82
million in total assets, $2.49 million in total liabilities, and
$15.33 million in total stockholders' equity.
NEW FORTRESS: Moody's Alters Outlook on 'B1' CFR to Positive
------------------------------------------------------------
Moody's Investors Service affirmed B1 Corporate Family Rating of
New Fortress Energy Inc. (NFE), its B1-PD probability of default
rating and B1 ratings on its senior secured notes. NFE's
Speculative Grade Liquidity rating SGL-3 is not changed. The rating
outlook was changed to positive from stable.
Affirmations:
Issuer: New Fortress Energy Inc.
Corporate Family Rating, Affirmed B1
Probability of Default Rating, Affirmed B1-PD
Senior Secured Regular Bond/Debenture, Affirmed B1 (LGD3)
Outlook Actions:
Issuer: New Fortress Energy Inc.
Outlook, Changed To Positive From Stable
RATINGS RATIONALE
The change of outlook to positive reflects Moody's expectation that
NFE will be able to balance its rapid growth and high capital
investment and corresponding funding requirements with its stated
financial policies, including gradual reduction in leverage and
strengthening of the liquidity and financial profile.
NFE is a high growth venture delivering fast expansion in assets
and earnings, most recently supported by the acquisition of power
assets and growth projects in Brazil, an addition of LNG logistics
and shipping assets, as well as organic development of two new
terminals in Mexico and Nicaragua in 2021. The company's business
model continues to evolve as NFE is developing into a sizable
regional LNG trading and logistics business, supported by a
diversified portfolio of long-term contracts and proprietary
downstream infrastructure appended to power generation facilities
in Jamaica, Puerto Rico, Mexico, Brazil and Nicaragua. Recent
acquisitions in Brazil and on-going investment in the country
should allow NFE to double its EBITDA in 2022-23, after achieving
similarly high growth in earnings in 2021.
NFE continues to build its corporate track record. In step with
expansion in operations, the company is managing operating and
financial execution risks and is developing its risk management and
control practices.
The company maintains high pace of capital investment and relies on
third party capital to timely fund identified growth opportunities.
In support to its credit profile, NFE issued equity to fund a
significant part of its acquisitions in 2021, while its debt
balances have also risen from initially low levels in 2020. NFE's
financial policy targets reasonable financial leverage of
debt/EBITDA of 3x. Under current assumptions, Moody's expects NFE's
leverage to continue to decline to below 5x in 2022.
NFE's liquidity remains relatively tight because of high growth
capital investment requirements. The SGL-3 rating assumes that the
company will continue to proactively manage its capital
requirements and will build some liquidity headroom. At the end of
September 2021, NFE reported $224 million in cash balances
(including $110 million in restricted cash balances) against $172
million in various maturities by the end of 2021. The liquidity
position is supported by a $200 million revolver facility, maturing
in 2026, as well as a $430 million senior secured amortizing
Shipping bank facility. NFE may also draw on its substantial
alternate liquidity sources, including growing infrastructure power
assets, as well as the demonstrated ability to raise equity to
support growth.
With all operating facilities on course to generate substantial
operating cash margin, NFE's principal financing needs in 2022 will
be driven by its growth capital requirements. The rating assumes
that NFE will build a sizable cash balance and will continue to
proactively raise additional financing to support growth investment
requirements.
NFE's senior secured notes are rated B1, at the level of the CFR.
To facilitate rapid growth and as part of the 2021 acquisitions,
NFE introduced a high degree of complexity in its capital
structure, that now includes several layers of secured and
unsecured obligations, supported by different asset packages and
different groups of operating guarantors, that are predominantly
non-recourse to NFE. High complexity of the capital structure
raises financial risks to the noteholders.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The B1 CFR could be upgraded if the company demonstrates its
ability to effectively balance expanding operations and sustaining
a deleveraging trend, with established path to the stated financial
policy with targeted debt/EBITDA below 3x over medium term. The
upgrade of the ratings will also require an improvement in
liquidity position with greater financial flexibility and reduced
structural complexity established to support growing operations.
The ratings may be downgraded if the deleveraging trend is reversed
as a result of a decline in operations, an accelerated project
development funded by debt, with debt/EBITDA not trending below 5x;
or if liquidity position weakens.
New Fortress Energy Inc. is a US-listed, high growth energy
infrastructure company with downstream LNG operations in Jamaica,
Puerto Rico, Mexico, Nicaragua, Brazil and in the US.
The principal methodology used in these ratings was Midstream
Energy published in December 2018.
NIDA ALSHAIKH: Gets OK to Hire Accunet Pro Inc. as Accountant
-------------------------------------------------------------
Nida Alshaikh DDS, PC received approval from the U.S. Bankruptcy
Court for the Eastern District of Michigan to employ Accunet Pro,
Inc. as its accountant.
The firm's services include:
(a) preparing and filing the Debtor's 2020 federal and state tax
returns; and
(b) assisting the Debtor with monthly bookkeeping and payroll.
The firm will be billed a flat fee of $2,325 for the preparation of
2020 federal and state tax returns and related services ($1,500
upon approval of the firm's employment and $825 upon the filing of
the 2020 tax returns), and $250 per month for assistance with the
Debtor's general bookkeeping and payroll matters starting November
2021 and continuing until confirmation of a Chapter 11 plan,
dismissal, conversion or further order of the court.
Ihad Ayyash, an accountant and sole shareholder of Accunet Pro,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Ihad Ayyash
Accunet Pro, Inc.
4710 Woodworth
Dearborn, MI 48126
Telephone: (313) 717-2006
About Nida Alshaikh DDS
Nida Alshaikh DDS, PC, owner of a dental clinic in Westland, Mich.,
filed a petition for Chapter 11 protection (Bankr. E.D. Mich. Case
No. 21-47459) on Sept. 17, 2021, listing up to $50,000 in assets
and up to $10 million in liabilities. Nida Alshaikh, owner, signed
the petition.
Judge Lisa S. Gretchko oversees the case.
The Debtor tapped Schafer and Weiner PLLC as legal counsel,
Calderone Advisory Group LLC as financial advisor, and Accunet Pro
Inc. as accountant.
NITRIDE SOLUTIONS: Sale of All Assets to Nitride Global Approved
----------------------------------------------------------------
Judge Dale L. Somers of the U.S. Bankruptcy Court for the District
of Kansas authorized Nitride Solutions, Inc.'s sale of
substantially all assets to Nitride Global, Inc.
On the terms and subject to the conditions of the APA, at the
Closing, the Purchaser shall: (A) credit bid the full amount due
under the DIP Loan Agreement pursuant to the credit bid of such
amount, as set forth in an irrevocable instruction letter; and (B)
transfer to a single purpose entity created by any 2017 or 2020
Secured Noteholder a non-transferable security or securities that
represents up to 10% of the outstanding equity of the Purchaser as
of the Closing Date issued to said single purpose entity for the
benefit of all 2017 and/for 2020 Secured Noteholders who sign a
consulting agreement with the Purchaser agreeing to provide
Purchaser with (i) assistance with fundraising introductions on a
best effort basis; (ii) introductions to prospective customers and
partners on a best effort basis; and (iii) support for executive
functions on a best effort basis.
The Sale Hearing was held on 24, 2021.
The Final APA and all other ancillary documents, and all of the
terms and conditions thereof, are approved; provided, however, that
Section 2.3(f)(i) of the Final APA as filed with the Sale Motion
will be deemed to be amended (with the consent of the Debtor and
the Purchaser) by removing the clause "in a total amount not to
exceed $5,000" therefrom (without any additional modifications or
amendments thereto).
The sale is free and clear of all Liens, Claims and other interests
of any kind or nature whatsoever, with all such Liens, Claims or
other interests to attach to the net cash proceeds.
A certified copy of the Sale Order may be filed with the
appropriate clerk and/or recorded with the recorder to act to
cancel any liens and other encumbrances of record except for
Permitted Liens.
The Debtor is authorized and directed in accordance with sections
105(a) and 365 of the Bankruptcy Code to (a) assume and assign to
the Purchaser, effective upon the Closing of the Sale, the
Purchased Contracts free and clear of all Liens, Claims and other
interests of any kind or nature whatsoever (other than the
Permitted Liens), and (b) execute and deliver to Purchaser such
documents or other instruments as the Purchaser deems may be
necessary to assign and transfer the Purchased Contracts and
Permitted Liens to the Purchaser.
Without in any way limiting the provisions of the Sale Order or the
Final APA in respect of Purchased Contracts (other than the RP
Lease, the Non Residential Lease Agreement between the Debtor as
Lessee and Fair as Lessor dated April 6, 2010 for the real property
located at 3333 W. Pawnee, Wichita, KS 67217 and legally described
as Lot 1 Exc S 480 Ft Block 2 Westport Industrial Park 2nd
Addition, City of Wichita, Sedgwick County, State of Kansas is
rejected. The automatic stay provided by 11 U.S.C. Section 362 is
vacated as to the Leased Premises and Fair's interest in the Leased
Premises, effective immediately upon entry of the Order.
Pursuant to Bankruptcy Rules 7062, 9014, 6004(h), and 6006(d), the
Sale Order will be effective immediately upon entry and the Debtor
and the Purchaser are authorized to close the Sale immediately upon
entry of the Sale Order.
Any amounts payable by the Debtor under the Final APA or any of the
documents delivered by the Debtor in connection with the Final APA
will be paid in the manner provided in the Final APA, without
further order of the Court, will be allowed administrative claims
in an amount equal to such payments in accordance with sections
503(b) and 507(a)(2) of the Bankruptcy Code, and will not be
discharged, modified or otherwise affected by any reorganization
plan for the Debtor, except by an express agreement with the
Purchaser, its successors, or assigns.
All time periods set forth in the Sale Order will be calculated in
accordance with Bankruptcy Rule 9006(a).
About Nitride Solutions Inc.
Nitride Solutions, Inc., a company that owns and runs a
manufacturing operation in Wichita, Kansas, sought protection
under
Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No.
21-10533) on June 9, 2021. In the petition signed by Jeremy Jones,
president and chief executive officer, the Debtor disclosed up to
$10 million in assets and up to $50 million in liabilities.
Judge Dale L. Somers oversees the case.
Mark J. Lazzo, Esq., and Gerald Thimmesch CPA, PA serve as the
Debtor's legal counsel and accountant, respectively.
NOVABAY PHARMACEUTICALS: Registers 37.5M Shares for Possible Resale
-------------------------------------------------------------------
NovaBay Pharmaceuticals, Inc. filed a Form S-1 registration
statement with the Securities and Exchange Commission relating to
the resale, from time to time, of up to 37,500,000 shares of
NovaBay's common stock, par value $0.01 per share upon the
conversion of 15,000 shares of its Series B non-voting convertible
preferred stock sold to the selling stockholders in a private
placement offering that was consummated on Nov. 2, 2021 pursuant to
a securities purchase agreement, dated Oct. 29, 2021, by and
between the company and each of the Selling Stockholders.
The company is registering the shares held by the selling
stockholders pursuant to the terms and conditions of the
registration rights agreement, dated as of Oct. 29, 2021, which it
entered into with the selling stockholders in connection with the
private placement.
The selling stockholders may sell all or a portion of the shares
being offered at the prevailing market prices at the time of sale
or at negotiated prices.
NovaBay will not receive any proceeds from the sale of the shares
by the selling stockholders. The selling stockholders will each
bear all commissions and discounts, if any, attributable to their
respective sales of the shares.
The company's common stock is listed on the NYSE American under the
symbol "NBY." The last reported sale price of the company's common
ctock on Nov. 30, 2021 was $0.50 per share.
A full-text copy of the prospectus is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1389545/000143774921027634/nby20211130_s1.htm
About Novabay
Headquartered in Emeryville, California, NovaBay Pharmaceuticals,
Inc. -- http://www.novabay.com-- is a biopharmaceutical company
focusing on commercializing and developing its non-antibiotic
anti-infective products to address the unmet therapeutic needs of
the global, topical anti-infective market with its two distinct
product categories: the NEUTROX family of products and the
AGANOCIDE compounds. The Neutrox family of products includes
AVENOVA for the eye care market, CELLERX for the aesthetic
dermatology market, and NEUTROPHASE for wound care market.
Novabay reported a net loss and comprehensive loss of $11.04
million for the year ended Dec. 31, 2020, compared to a net loss
and comprehensive loss of $9.66 million for the year ended Dec. 31,
2019. As of Sept. 30, 2021, the Company had $12.24 million in
total assets, $2.88 million in total liabilities, and $9.36 million
in total stockholders' equity.
NUVERRA ENVIRONMENTAL: Lawrence First Quits as Director
-------------------------------------------------------
Lawrence A. First resigned as a member of the Board of Directors of
Nuverra Environmental Solutions, Inc. on Nov. 30, 2021.
Mr. First's resignation as a director was not the result of any
disagreement with Nuverra on any matter relating to the company's
operations, policies or practices, as disclosed by the company in a
Form 8-K filed with the Securities and Exchange Commission.
About Nuverra
Nuverra Environmental Solutions, Inc. provides water logistics and
oilfield services to customers focused on the development and
ongoing production of oil and natural gas from shale formations in
the United States. Its services include the delivery, collection,
and disposal of solid and liquid materials that are used in and
generated by the drilling, completion, and ongoing production of
shale oil and natural gas. The Company provides a suite of
solutions to customers who demand safety, environmental compliance
and accountability from their service providers.
Nuverra Environmental reported a net loss of $44.14 million for the
year ended Dec. 31, 2020, compared to a net loss of $54.94 million
for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the
Company had $169.31 million in total assets, $55.02 million in
total liabilities, and $114.29 million in total shareholders'
equity.
NXT ENERGY: To Present at Sidoti Microcap Conference on Dec. 8
--------------------------------------------------------------
NXT Energy Solutions Inc. will be presenting at the Sidoti December
Microcap Conference on Wednesday, Dec. 8, 2021 at 4:00 pm
EST / 1:00 pm PST. George Liszicasz (CEO) and Eugene Woychyshyn
(CFO) will be presenting to a virtual audience. NXT's presentation
will be available at www.nxtenergy.com. To register for the free
live presentation, please use the following information:
Sidoti December Microcap Conference 2021 Presentation Date:
Wednesday, December 8, 2021
Presentation Time: 4:00 pm Eastern Time/1:00 pm Pacific Time
Webcast:
https://sidoti.zoom.us/webinar/register/WN_PHdBO6mjQ2Ke_JuLA7ee_w
NXT will be hosting virtual one-on-one investor meetings throughout
the conference. To register, please visit the Sidoti investor
registration page here.
About NXT Energy
NXT Energy Solutions Inc. is a Calgary-based technology company
whose proprietary SFD survey system utilizes quantum-scale sensors
to detect gravity field perturbations in an airborne survey method
which can be used both onshore and offshore to remotely identify
areas with exploration potential for traps and reservoirs. The SFD
survey system enables the Company's clients to focus their
hydrocarbon exploration decisions concerning land commitments, data
acquisition expenditures and prospect prioritization on areas with
the greatest potential. SFD is environmentally friendly and
unaffected by ground security issues or difficult terrain and is
the registered trademark of NXT Energy Solutions Inc. NXT Energy
Solutions Inc. provides its clients with an effective and reliable
method to reduce time, costs, and risks related to exploration.
NXT Energy reported a net loss and comprehensive loss of C$5.99
million for the year ended Dec. 31, 2020.
Calgary, Canada-based KPMG LLP, the Company's auditor since 2006,
issued a "going concern" qualification in its report dated
March 30, 2021, citing that the Company's current and forecasted
cash and cash equivalents and short-term investments position is
not expected to be sufficient to meet its obligations that raises
substantial doubt about its ability to continue as a going concern.
OMEROS CORP: Inks Deal to Sell OMIDRIA Franchise to Rayner Surgical
-------------------------------------------------------------------
Omeros Corporation has entered into a definitive agreement for the
sale of OMIDRIA to Rayner Surgical Group Limited.
Expected to close on or before Dec. 31, 2021, the transaction
includes an upfront payment of $125 million with an additional $200
million in a commercial milestone payment. Omeros will also retain
its accounts receivable balance at the closing, which was $34
million at the end of last quarter. Together with substantial
royalties to be paid by Rayner to Omeros on net sales of OMIDRIA,
the transaction is valued in excess of $1 billion.
Rayner will pay Omeros royalties on both U.S. and ex-U.S. net sales
of OMIDRIA. In the U.S., the royalty rate will be 50 percent of
U.S. net sales until the earlier of either Jan. 1, 2025 or payment
of the $200-million commercial milestone, after which Omeros will
receive royalties of 30 percent of U.S. net sales for the life of
OMIDRIA's U.S. patent estate. The commercial milestone payment is
triggered if separate payment for OMIDRIA is secured for a
continuous period of at least four years. Outside of the U.S.,
Omeros will receive a 15-percent royalty rate on OMIDRIA net sales
throughout the applicable patent life on a country-by-country
basis.
OMIDRIA will become a key product in Rayner's ophthalmology
franchise, which includes intraocular lenses, ophthalmic
viscoelastic devices and dry eye treatments. As part of the
agreement, Rayner will acquire the OMIDRIA commercial organization,
including the OMIDRIA sales force. In addition, Rayner plans to
expand the sales force in both the U.S. and ex-U.S., further
strengthening its commercial presence internationally and further
accelerating U.S. market growth of OMIDRIA.
"OMIDRIA will be an important part of our ophthalmic product
portfolio internationally and a key strategic focus for Rayner,"
said Tim Clover, chief executive officer of Rayner. "Our new
OMIDRIA business and commercial team of seasoned industry
professionals are an ideal fit for Rayner as we focus on broadly
serving ophthalmic surgeons with our pipeline of innovative
products, including the recently FDA-approved RayOne EMV
intraocular lens. We look forward to continue growing U.S. sales
of OMIDRIA and the rest of our portfolio and to launching
EMA-approved OMIDRIA throughout Europe and other regions of the
world, consistent with our mission of offering superior products
and outcomes for surgeons and their patients."
The transaction is subject to customary closing conditions,
including the expiration or termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
"We are immensely proud of our OMIDRIA team and its achievements
over the last seven years," said Gregory A. Demopulos, M.D.,
chairman and chief executive officer of Omeros. "OMIDRIA has
become an important part of cataract surgery, de-risking the
procedure for surgeons and improving patient outcomes. This
transaction recognizes both the current and future value that
OMIDRIA brings to cataract surgery, affording Omeros a significant
ongoing economic interest in the expected growth of OMIDRIA, while
allowing us to focus our efforts primarily on our complement
franchise of large- and small-molecule MASP-2 and MASP-3 inhibitors
as well as on the rest of our innovative pipeline. We believe that
Rayner, with its expertise and increasingly strong international
presence in ophthalmology, represents a great home for OMIDRIA and
the product's commercial team, and Omeros is committed to assist
Rayner, throughout the transition and beyond, to maximize OMIDRIA
utilization and revenues."
About Omeros Corporation
Seattle, Washington-based Omeros -- www.omeros.com -- is a
commercial-stage biopharmaceutical company committed to
discovering, developing and commercializing small-molecule and
protein therapeutics for large-market and orphan indications
targeting inflammation, complement-mediated diseases, disorders of
the central nervous system and immune-related diseases, including
cancers.
Omeros reported a net loss of $138.06 million for the year ended
Dec. 31, 2020, compared to a net loss of $84.48 million for the
year ended Dec. 31, 2019. As of June 30, 2021, the Company had
$145.39 million in total assets, $47.70 million in total current
liabilities, $31.41 million in lease liabilities (non-current),
$312.59 million in unsecured convertible senior notes, and a total
shareholders' deficit of $246.30 million.
OUTLOOK THERAPEUTICS: GMS Reports 12.9% Stake as of Nov. 29
-----------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, these entities and individuals reported beneficial
ownership of shares of common stock of Outlook Therapeutics, Inc.
as of Nov. 29, 2021:
Shares Percent
Beneficially of
Reporting Person Owned Class
---------------- ------------ --------
GMS Ventures and Investments 29,064,572 12.9%
BioLexis Pte. Ltd. 50,965,058 22.7%
Ghiath M. Sukhtian 80,029,630 35.5%
Arun Kumar Pillai 50,965,058 22.7%
The percentages are calculated based upon 224,123,619 Shares
outstanding after giving effect to the offering, based on
information provided by Outlook Therapeutics, plus 1,230,315 shares
underlying the warrants issued to GMS Ventures.
The reporting persons filed an amended Schedule 13D to report the
purchase by GMS Ventures of an aggregate of 16,000,000 shares in
the offering.
On Nov. 24, 2021, Outlook Therapeutics announced the sale of an
aggregate of 40,000,000 shares (not including an additional
6,000,000 shares that may be sold to the underwriter upon full
exercise of the underwriter's over-allotment option) to H.C.
Wainwright & Co., LLC, as the underwriter and sole book-running
manager in a firm commitment underwritten offering. GMS Ventures
purchased 16,000,000 shares of common stock for an aggregate
purchase price of $20 million in the offering at the public
offering price of $1.25 per share. The offering closed on Nov. 29,
2021.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1649989/000094787121001249/ss650024_sc13da.htm
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.
OWENS FUNERAL: Taps Gruber Palumberi Raffaele Fried as Accountant
-----------------------------------------------------------------
Owens Funeral Home, Incorporated and its affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Gruber Palumberi Raffaele Fried, CPAs, PC as their
accountant.
The firm's services include:
(a) preparing monthly operating reports;
(b) assisting the Debtors with fresh start accounting and with
maintaining their books and records;
(c) assisting the Debtors with cash flow reports, liquidation
analysis, and other financial reporting; and
(d) preparing tax returns.
The hourly rates of the firm's professionals are as follows:
Partner and Principal $325 - $425 per hour
Senior Staff – Accountant $225 - $275 per hour
Para – Professional $95 - $150 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
Bart Raffaele, CPA, a managing partner at Gruber Palumberi Raffaele
Fried, CPAs, disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Bart Raffaele, CPA
Gruber Palumberi Raffaele Fried, CPAs, PC
Seven Penn Plaza Suite 310
New York, NY 10001
Telephone: (212) 532-8261
Facsimile: (212) 532-9707
Email: braffaele@gprfcpa.com
About Owens Funeral Home
Owens Funeral Home, Incorporated is a provider of funeral and
cremation services headquartered at 216 Lennox Avenue, N.Y.
Owens Funeral Home and its affiliates filed their voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 20-10508) on Feb. 18, 2020. Isaiah Owens,
president and chief executive officer, signed the petitions. At the
time of the filing, Owens Funeral Home disclosed as much as $10
million in both assets and liabilities.
The Honorable David S. Jones is the case judge.
The Debtors tapped Windels Marx Lane & Mittendorf, LLP as legal
counsel; Gruber Palumberi Raffaele Fried, CPAs, PC as accountant;
and Rosewood Realty Group as special real estate advisor.
PANIOLO CABLE: SIC Must Transfer Spare Parts to Hawaiian Telcom
---------------------------------------------------------------
Hawaiian Telcom, Inc., bought assets from the chapter 11 trustee of
Paniolo Cable Company, LLC. The order approving the sale requires
affiliates of Paniolo, including Sandwich Isles Communications,
Inc., to give possession of the "Transferred Assets" to Hawaiian
Telcom.
Hawaiian Telcom claims that the order requires SIC to deliver to
Hawaiian Telcom certain information, spare parts, and equipment,
and to remove its property from premises claimed by Hawaiian
Telcom. SIC disagrees.
The United States Bankruptcy Court for the District of Hawaii
issued an order dated November 19, 2021, granting the motion with
respect to the spare parts and equipment and denying it in all
other respects, without prejudice.
The Court said it is sympathetic to the position expressed by
Hawaiian Telcom, with the support of the Department of Hawaiian
Homelands and the United States on behalf of the Rural Utilities
Service, that SIC's intransigence jeopardizes essential
telecommunications service to the Hawaiian Homelands. SIC's
professed concern for the native Hawaiian community is disingenuous
at best, the Court added, but held that it cannot grant a remedy
unless there is an evidentiary and legal basis to do so, and the
existing record does not adequately support most of Hawaiian
Telcom's request.
A full-text copy of the decision is available at
https://tinyurl.com/bdrzcrh5 from Leagle.com.
About Paniolo Cable Company
Paniolo Cable Company, LLC, owns a fiber optic network connecting
five major Hawaiian Islands.
Paniolo Cable Company filed a Chapter 11 petition (Bankr. D. Hawaii
Case No. 18-01319) on Nov. 13, 2018, and was represented by Andrew
V. Beaman, Esq., in Honolulu, Hawaii.
Michael Katzenstein was appointed as the Chapter 11 Trustee of
Paniolo Cable Company. Ducera Partners LLC is the Trustee's
investment banker.
PARK-OHIO INDUSTRIES: S&P Cuts ICR to 'B-' on Elevated Leverage
---------------------------------------------------------------
S&P Global ratings lowered its issuer credit rating on U.S.-based
Park-Ohio Industries Inc. (PKOH) to 'B-' from 'B'.
At the same time, S&P lowered its rating on the company's senior
unsecured notes to 'CCC+' from 'B-'. The '5' recovery rating is
unchanged.
The downgrade reflects PKOH's elevated leverage due to supply chain
constraints. Demand for the company's products has recovered from a
depressed 2020, specifically in its Supply Technologies and
Engineered Products segments. S&P said, "However, we expect supply
chain issues related to the semiconductor chip shortage to continue
to constrain PKOH's profitability over the next 12 months,
specifically within the Assembly Components segment. Plant shut
downs at automotive original equipment manufacturers (OEMs) have
affected production on key platforms, resulting in significant
short-term fluctuations. Additionally, labor shortages, raw
material price increases, and the timing lag of price increases to
take full effect are also weighing on PKOH's profitability. While
we believe the supply chain disruptions will begin to improve
sequentially, they will likely last well into 2022. We also believe
modest pricing and cost-saving measures, including facilities
consolidation and headcount reductions, should mitigate some
deterioration related to profitability. As a result, we now
forecast leverage in the mid-8x area this year (compared to the
mid-6x area under our previous forecast), but expect the company to
generate positive FOCF and reduce leverage in 2022."
S&P said, "We forecast FOCF deficits in 2021. During the third
quarter of 2021, PKOH increased inventory levels by $24.2 million
to support increased customer demand levels in the face of the
supply chain constraints and extended supplier lead times caused by
freight carrier delays. As a result of higher working capital, cash
flow from operating activities was a $2.6 million use in the
quarter. Through the first nine months of 2021, FOCF was a $50.8
million use compared to a $17.9 million inflow in the same period a
year ago. Management believes it has $30 million of incremental
inventory because of the global supply chain disruptions as of
Sept. 30, 2021. We estimate the company will generate neutral
operating cash flow in 2021 after working capital requirements and
for capital expenditures (capex) to be about $30 million. Thus, we
expect the company to generate negative FOCF of about $30 million
in 2021 before returning to positive in 2022.
"In our view, the company will maintain adequate liquidity. As of
Sept. 30, PKOH had cash and cash equivalents of about $60 million
and availability under its asset-based lending (ABL) revolving
credit facility of about $136 million. These sources, in our view,
provide cushion over the next several months to fund liquidity
needs. In addition, its nearest maturity is not until 2024 and we,
therefore, believe refinancing risk to be limited.
"The stable outlook reflects our expectation that S&P Global
Ratings-adjusted debt to EBITDA will remain elevated. However, we
expect supply chain issues to eventually moderate resulting in
improving operating performance, leverage, and positive FOCF in
2022."
S&P could lower its rating on PKOH over the next 12 months if its:
-- Operating performance is weaker than expected to the point its
capital structure becomes unsustainable; or
-- Liquidity becomes constrained, likely due to continued negative
FOCF and/or reduced borrowing capacity under its ABL revolver.
Although unlikely in the next year, S&P could raise its rating on
PKOH if it:
-- Reduces leverage below 6.5x on a sustained basis; and
-- Maintains adequate liquidity, with positive FOCF generation and
sufficient borrowing capacity under its ABL revolver.
PARTY CITY: S&P Upgrades ICR to 'B' on Improved Performance
-----------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Elmsford,
N.Y.-based party goods retailer and wholesaler Party City Holdings
Inc. to 'B' from 'CCC+' to reflect its expectation for continued
improved performance and our forecast for leverage to remain about
5x or better.
S&P said, "We also raised our issue-level ratings on the company's
senior secured debt to 'B' from 'CCC+' and our ratings on the
senior unsecured debt to 'CCC+' from 'CCC-'. The recovery ratings
are unchanged.
"The stable outlook reflects our expectation that the company will
modestly increase revenue and EBITDA in fiscal 2022, resulting in
leverage of about 5x, sufficient cash flow to address a near-term
maturity, and investment in the business.
"The upgrade reflects our view that Party City's performance has
rebounded from its 2020 trough, generating sufficient credit
metrics headroom and liquidity to absorb near-term volatility. For
the fiscal third quarter, brand comparable sales were up 7.5%
compared to the third quarter of fiscal 2020 and 14.2% versus
fiscal 2019. In October and indicative of performance in the
important Halloween season, comparable sales increased 16%. While
we believe that performance was in part driven by strong consumer
demand, we also think it reflects actions taken around merchandise,
assortment, and marketing that resonated with customers. Solid
demand has also assuaged our concern that consumers might continue
to avoid celebrations, get-togethers, and other events for health
and safety reasons. We believe increased COVID-19 vaccination rates
across the country have made consumers more comfortable socializing
and will likely continue. To the extent a new variant (such as
omicron) becomes more widespread, we anticipate the pullback in
spending on party goods would be less severe than last year.
Moreover, we believe Party City is better equipped to handle the
potential operational challenge with, in part, progress made on
omnichannel initiatives. We also view the company as better
positioned to absorb near-term volatility financially given reduced
leverage and improved liquidity.
"We now forecast EBITDA improvement in fiscal 2021 that should
reduce leverage to about 5x. Included in our forecast is an
expectation for positive free operating cash flow (FOCF) of at
least $50 million in 2021 and 2022. With liquidity of roughly $340
million ($60 million cash and $280 million revolver availability),
we anticipate no issues in addressing the upcoming 2023 senior
notes maturity of $23 million. Furthermore, Party City will have
sufficient cash from operations to fully fund its annual capital
expenditures of $80 million-$100 million annually.
"Despite the company's recent success in driving positive sales,
the party goods and products category has prominent competitors.
These include big-box, mass merchants, and Amazon.com. For the
important Halloween season, Party City competes directly with SSH
Holdings Inc. (parent of Spencer Spirit), which has had a stronger
track record of positive performance. Among Party City's
initiatives are investments in product quality and innovation,
buildout of a new store format (called NEXTGEN) in its early
stages, refocusing on core products, and revamping marketing.
Fiscal 2021 performance has provided positive momentum, although
meaningful execution risk remains. To the extent Party City
falters, we believe competitors could quickly make inroads,
demonstrated in the 2019 Halloween season when sales of Halloween
City stores decreased 20.8% on a like-for-like store basis.
"We anticipate some volatility in performance over the next 12
months as inflation, shipping and freight, and labor costs broadly
pressure retailers. Party City plans to take pricing actions on
retail and wholesale products, which should offset some of the
margin impact. Furthermore, consumer demand has remained elevated
longer than anticipated. We believe it will likely moderate in
2022, but the pace and timing remain opaque."
Party City guarantees the rated debt facilities through a
restricted credit group structure that excludes its Anagram
business, which manufactures and distributes balloon products
globally. Party City is the ultimate parent of the group and
borrower of the debt facilities for the restricted group. S&P said,
"While Anagram is not a part of Party City creditors' restricted
group following the transaction, we incorporate it in our
assessment of the company's overall credit quality. This reflects
our view that Anagram is a strategically important subsidiary and
our belief that Party City is committed to its operations and would
likely support Anagram if it required assistance. While we believe
Anagram is unlikely to be sold, we could see circumstances in which
Party City would pursue a sale of the subsidiary."
Environmental, social, and governance (ESG) credit factors for this
credit rating change:
-- Social: health and safety
The stable outlook reflects our expectation for modest revenue and
EBITDA growth over the next 12 months, leading to leverage
maintained at about 5x and FOCF of at least $50 million annually.
S&P could lower the rating if:
-- S&P anticipates leverage will increase and be sustained above
6x;
-- FOCF is less than $50 million annually; or
-- Comparable sales turn negative for an extended period,
potentially due to competitive or market factors. This could occur
if efforts to improve customer experience do not resonate and
competitors make meaningful inroads.
S&P could raise the rating if:
-- Party City demonstrates success in its improvement initiatives
such that S&P believes it is positioned for long-term market share
gain. Positive comparable sales growth, sustained S&P Global
Ratings-adjusted EBITDA margins above 20%, continued growth of
digital sales, and continued success of the new store format would
illustrate this. Under this scenario S&P could see the competitive
positioning of the company as improved;
-- S&P anticipates leverage sustained at about 4x; and
-- S&P forecasts FOCF greater than $100 million annually.
PERFORMANCE SPORTS: Executives to Pay Investors $13M in Fraud
-------------------------------------------------------------
Rachel Scharf of Law360 reports that the two former Performance
Sports Group executives will pay $13 million through company
insurance to end a proposed class action alleging they lied to
shareholders about the now-bankrupt athletic gear manufacturer's
sales tactics, according to a proposed deal filed Wednesday, Dec.
1, 2021.
Two former executives of the now-bankrupt athletic gear
manufacturer Performance Sports Group will pay $13 million to end a
proposed class action alleging they lied to shareholders about the
company's sales tactics, according to a proposed deal. The
all-cash deal requires former PSG CEO Kevin Davis and ex-CFO Amir
Rosenthal, through the company's directors and officers insurance
policy, to compensate potentially thousands of class members.
About Performance Sports Group
Exeter, N.H.-based Performance Sports Group Ltd. --
http://www.PerformanceSportsGroup.com/-- is a developer and
manufacturer of ice hockey, roller hockey, lacrosse, baseball and
softball sports equipment, as well as related apparel and soccer
apparel.
On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its
affiliates filed voluntary petitions under Chapter 11 of the
Bankruptcy Code in the District of Delaware and commenced
proceedings under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice.
The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.;
Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer
Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.;
BPS Diamond Sports Inc.; and PSG Innovation Inc.
The Canadian Debtors are Performance Sports Group Ltd.; KBAU
Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton
Baseball/Softball Corp.; PSG Innovation Corp.; Bauer Hockey Corp.;
BPS Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer
Performance Sports Uniforms Corp.; and Performance Lacrosse Group
Corp.
The Debtors hired Paul, Weiss, Rifkind, Wharton & Garrison LLP as
counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as
investment banker to the special committee; Alvarez & Marsal North
America, LLC, as restructuring advisor; Joele Frank, Wilkinson,
Brimmer, Katcher as communications & relations advisor; KPMG LLP as
auditors; and Prime Clerk LLC as notice, claims, solicitation and
balloting agent.
Ernst & Young LLP is the monitor in the CCAA cases. The Monitor
tapped Thornton Grout Finnigan LLP, Allen & Overy LLP, and Buchanan
Ingersoll & Rooney PC as attorneys.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on Nov. 10, 2016,
appointed three creditors of BPS US Holdings, Inc., parent of
Performance Sports, to serve on the official committee of unsecured
creditors. The Creditors' Committee retained by Blank Rome LLP as
counsel, Cassels Brock & Blackwell LLP as Canadian co-counsel, and
Province Inc. as financial advisor.
The U.S. Trustee appointed a committee of equity security holders.
The equity committee is represented by Natalie D. Ramsey, Esq., and
Mark A. Fink, Esq., at Montgomery, McCracken, Walker & Rhoads, LLP;
and Robert J. Stark, Esq., Steven B. Levine, Esq., James W. Stoll,
Esq., and Andrew M. Carty, Esq., at Brown Rudnick LLP.
The U.S. Court appointed M.J. Renick & Associates LLC as the fee
examiner.
* * *
As reported by the Troubled Company Reporter, effective as of Feb.
27, 2017, the Company consummated the sale of substantially all of
the assets of the Company and its North American subsidiaries,
including its European and global operations, pursuant to an asset
purchase agreement, dated as of Oct. 31, 2016, as amended, by and
among the Sellers, 9938982 Canada Inc., an acquisition vehicle
co-owned by affiliates of Sagard Holdings Inc. and Fairfax
Financial Holdings Limited, and the designated purchasers party
thereto, for a base purchase price of US$575 million in aggregate,
subject to certain adjustments, and the assumption of related
operating liabilities.
The transaction was the culmination of the process commenced by the
Sellers pursuant to creditor protection proceedings launched on
Oct. 31, 2016, in the Ontario Superior Court of Justice under the
Companies' Creditors Arrangement Act, and in the U.S. Bankruptcy
Court for the District of Delaware under Chapter 11 of the
Bankruptcy Code, as amended.
The Company conducted a court-supervised sale and auction process
as part of its Canadian and U.S. court proceedings. The bid made
by the Purchaser served as the "stalking horse" bid for purposes of
the process and was ultimately determined to be the successful bid
in accordance with the related court approved bidding procedures.
In accordance with, and pursuant to, the terms and conditions of
the Agreement, the Company has changed its name to "Old PSG
Wind-down Ltd." from "Performance Sports Group Ltd." effective as
of March 20, 2017. BPS US Holdings Inc. changed its name to Old
BPSUSH Inc.
On Aug. 25, 2017, the Debtors filed their original Plan of
Liquidation and related Disclosure Statement. On Oct. 19, 2017,
the Debtors filed their modified Plan of Liquidation and modified
Disclosure Statement.
PG&E CORP: Gets $125-Mil. Penalty From California Over Kincade Fire
-------------------------------------------------------------------
The California Public Utilities Commission (CPUC) on Dec. 2, 2021,
approved penalties and permanent disallowances against Pacific Gas
and Electric Company (PG&E) for violations related to the ignition
of the 2019 Kincade wildfire. Under a settlement with the CPUC's
Safety and Enforcement Division (SED), PG&E shareholders will pay a
$40 million penalty to California's General Fund and incur an $85
million permanent disallowance for cost recovery for the removal of
abandoned transmission facilities within its service territory, for
a total of $125 million.
The Kincade wildfire ignited in October 2019 within PG&E's service
territory and burned more than 77,000 acres and destroyed nearly
374 structures. SED's investigation into the Kincade wildfire and
the involvement of PG&E's infrastructure found multiple violations
of General Order 95, a CPUC regulation that sets safety factors and
strength requirements in the design, construction, and maintenance
of overhead electrical lines and communications facilities. The
settlement addresses the violations through shareholder-funded
permanent removal of multiple abandoned transmission facilities
within PG&E’s service territory.
The settlement is formally referred to as an Administrative Consent
Order. This new enforcement tool was created in November 2020, when
the CPUC adopted an Enforcement Policy to better serve Californians
through streamlined enforcement actions that can be taken by CPUC
enforcement staff in lieu of issuing a Citation or seeking a formal
Order Instituting Investigation (OII). The addition of these tools
to the CPUC’s enforcement options in 2020 moved the CPUC’s
practices more in line with the enforcement practices of many other
state and local enforcement agencies.
The Resolution voted on Dec. 2, 2021, and related documents are
available at
https://www.cpuc.ca.gov/regulatory-services/enforcement-and-citations.
The CPUC regulates services and utilities, protects consumers,
safeguards the environment, and assures Californians’ access to
safe and reliable utility infrastructure and services. For more
information on the CPUC, please visit http://www.cpuc.ca.gov/
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical
Workers;(ii) the Engineers and Scientists of California; and (iii)
the Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a managing
director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities. Morrison &
Foerster LLP serves as special regulatory counsel. Munger Tolles &
Olson LLP is also special counsel.
The Office of the U.S. Trustee appointed an official committee of
creditors on Feb. 12, 2019. The Committee retained Milbank LLP as
counsel; FTI Consulting, Inc., as financial advisor; Centerview
Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.
On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants. The tort claimants' committee is represented by
Baker & Hostetler LLP.
PLASKOLITE PPC II: $125MM Add-on Debt No Impact on Moody's B2 CFR
-----------------------------------------------------------------
Moody's Investors Service said Plaskolite PPC Intermediate II LLC's
B2 Corporate Family Rating and B2 rating on the first-lien term
loan and revolving credit facility remain unaffected by its
proposed add-on of $125 million first-lien debt. The add-on
first-lien debt, together with the cash on hand, will be used to
fund the acquisition of Plazit-Polygal, a manufacturer of acrylic
and polycarbonate sheets.
This acquisition will strengthen Plaskolite's presence in Europe,
North America and South America and broaden its offering with new
multi-wall sheet production capabilities. Plazit-Polygal's acrylic
and polycarbonate product offerings are complementary to
Plaskolite's existing portfolio. As Plaskolite will fund a
substantial part of the acquisition price in cash, its gross debt
leverage after this acquisition will remain below 6.0x, in line
with the expectation for its rating.
Moody's expect Plaskolite's well established market position in
thermoplastic products, good profit margins and free cash flow
generation will continue to support its credit quality. Its
earnings are expected to decline to more normalized levels in the
next 12-18 months from the 2020 peak due to cost inflation, supply
chain strains and decline in COVID-related products. At the end of
September 2021, Plaskolite's adjusted debt leverage was 5.6x. It
had $82 million in cash and $100 million undrawn revolver. Moody's
expect Plaskolite's equity sponsor will maintain its long-term
investment focus and direct free cash flow to reduce debt or fund
bolt-on acquisitions at reasonable multiples, instead of aggressive
shareholder dividends.
Plaskolite's rating is constrained by its business focus on
manufacturing acrylic sheets and polycarbonate sheets, reliance on
two major suppliers for MMA and PC resins, relatively concentrated
customers base, and competition against large backward integrated
producers. Moody's expect debt leverage will remain elevated given
potential business acquisitions and equity return targets by its
private equity owner, which is part of the governance
considerations reflected in the rating.
Plaskolite PPC Intermediate II LLC manufactures transparent
thermoplastic sheets such as acrylic and polycarbonate for
construction, retail, and other industrial end markets. Products
include consumer displays, kitchen and bath, lighting, museum
glass, signs, and windows/ doors. The company operates
manufacturing facilities mainly in the US and has a distribution
center in the Netherlands. Plaskolite is headquartered in Columbus,
Ohio. The company was acquired by PPC Partners from Charlesbank in
December 2018.
POST OAK TX: May Use Cash Collateral
------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
West Palm Beach Division, has authorized Post Oak TX, LLC to
continue using cash collateral on an interim basis in accordance
with the budget, for December 2021.
RSS JPMBB20I4-C25 - TX POT, LLC asserts an interest in the Debtor's
cash collateral.
A further, interim hearing on the Debtor's use of Cash Collateral
is set for December 22 at 1:30 p.m. Hilton, as the Debtor's agent,
will provide the same reports to the Lender as it provides to the
Debtor, including cash flow reports, profit and loss statements and
STR reports.
The Court says any further budget(s) to be considered at the
Continued Interim Hearing must be furnished to the Lender and
parties-in-interest and filed with the Court no later than December
16, 2021. Any objections to a further budget(s), or to the Debtor's
continued use of Cash Collateral must be filed on or before
December 20.
The terms of the Court's October 4 Second Interim Order (I)
Authorizing Use of Cash Collateral Pursuant to 11 U.S.C. section
363, (II) Providing Secured Lender Adequate Protection Pursuant to
11 U.S.C. sections 361 and 363 and (III) Scheduling a Further
Interim Hearing, are incorporated in the Fourth Interim Order. In
addition to the terms of the October 4 Order, the deadline for the
Debtor to challenge the validity or priority of the Lender's
asserted lien against the Debtor's assets will be December 31.
Absent timely action by the Debtor on or before the Lien Challenge
Deadline, the Debtor will be deemed to have stipulated to the
validity and priority of Rialto's lien, the specific language of
which will be memorialized in a further order of the Court. To the
extent of any discrepancy between the Fourth Interim Order and the
October 4 Order, the Fourth Interim Order will govern.
About Post Oak TX, LLC
Post Oak TX, LLC is part of the traveler accommodation industry.
Post Oak TX sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-18563) on August 31,
2021. In the petition signed by E. Llywd Ecclestone, Jr., president
of General Partner of Member, the Debtor disclosed up to $100
million in both assets and liabilities.
Judge Erik P. Kimball oversees the case.
Andrew Zaron, Esq., at Leon Cosgrove, LLP, is the Debtor's counsel.
KapilaMukamal, LLP is the Debtor's financial advisor.
QUINCY REAL ESTATE: Globstick Buying Dubuque Building for $915K
---------------------------------------------------------------
Quincy Bag Co., Inc., an affiliate of Quincy Real Estate Co., Inc.,
asks the U.S. Bankruptcy Court for the Northern District of Iowa to
authorize the sale of the business property located at 10467 US
Hwy. 52 N, in Dubuque, Iowa 520011, to Globstick Realty, LLC, for
$914,850.
The building being sold by the Debtor is presently worth $708,150
and is solely owned by the Debtor.
Said real estate is encumbered by a first mortgage held by
Defendant Wells Fargo Bank, and the loan has an approximate balance
of $683,530, and, a second mortgage held by Dubuque Bank and Trust
Co. in the amount of $245,332.37.
The building is the sole asset of the Debtor, and it appears that
the liens on the property exceed the net proceeds that will come
from the sale, as there are real taxes in the amount of $46,154,00,
real estate commissions of $45,700; revenue stamps of $1,460; and
abstracting of approximately $225.
There is currently an offer on the property for the amount of
$914,850, which will produce net proceeds of approximately
$821,000, less the non-real estate property of racking and 2
forklifts.
The Debtor prays that the Court enters an Order permitting the sale
of its building free and clear of liens, with the net proceeds
division to be determined according to a hearing to be held in the
matter in the future.
A copy of the Agreement is available at
https://tinyurl.com/nc96p7nb from PacerMonitor.com free of charge.
About Quincy Real Estate Company
Quincy Real Estate Company, Inc. sought protection under Chapter
11
of the Bankruptcy Code (Bankr. N.D. Iowa Case No. 21-00201) on
March 18, 2021. At the time of the filing, the Debtor disclosed
assets of between $500,001 and $1 million and liabilities of the
same range. Judge Thad J. Collins oversees the case. The Debtor
is represented by the Law Offices of Robert J. Murphy.
RAM DISTRIBUTION: Jan. 27, 2022 Plan Confirmation Hearing Set
-------------------------------------------------------------
On Oct. 1, 2021, Debtor Ram Distribution Group LLC dba Tal Depot,
filed with the U.S. Bankruptcy Court for the Eastern District of
New York a motion for approval of the Amended Disclosure
Statement.
On Dec. 2, 2021, Judge Louis A. Scarcella granted the motion and
ordered that:
* The Disclosure Statement is approved as containing adequate
information in accordance with section 1125(a)(1) of the Bankruptcy
Code.
* Jan. 27, 2022 at 11:15 a.m. is the hearing to consider
confirmation of the Plan.
* Jan. 13, 2022 at 5:00 p.m. is fixed as the last day to
submit all ballots voting in favor of or against the Plan.
* Jan. 13, 2022 is fixed as the last day to file objections to
the Plan.
* Jan. 20, 2022 is fixed as the last day to submit replies to
objections to confirmation of the Plan.
* Jan. 20, 2022 is fixed as the last day for the counsel for
the Debtor to file a ballot tally and an affidavit or brief in
support of confirmation.
A full-text copy of the order dated Dec. 02, 2021, is available at
https://bit.ly/3ElYz70 from PacerMonitor.com at no charge.
About Ram Distribution Group
Tal Depot owns and operates an e-commerce website at
https://taldepot.com/ that sells snacks, drinks, groceries,
wellness, and home goods products.
Ram Distribution Group, LLC, d/b/a Tal Depot, filed for Chapter 11
bankruptcy protection (Bankr. E.D.N.Y. Case No. 19-72701) on April
12, 2019. In the petition signed by CEO Jeremy J. Reichmann, the
Debtor was estimated to have $100,000 to $500,000 in assets and $10
million to $50 million in liabilities.
Btzalel Hirschhorn, Esq., at Shiryak, Bowman, Anderson, Gill &
Kadochnikov LLP is the Debtor's counsel. Analytic Financial Group,
LLC, d/b/a Corporate Matters, serves as financial advisors to the
Debtor.
REIKE PLECAS: Court Approves $60K Sale of West Des Moines Property
------------------------------------------------------------------
Judge Anita L. Shodeen of the U.S. Bankruptcy Court for the
Southern District of Iowa authorized Reike Plecas to:
(i) settle the adverse title claim made by fee simple deed
holder of record, 11T IA, LLC, by payment of $7,000 on Dec. 5,
2021, with 11T IA, LLC to quitclaim any interest in the property
locally known as 1000 7th Street, West Des Moines, Iowa (geoparcel
# 7825-02-351-026), Polk County, Iowa, to the Debtor;
(ii) obtain post-petition, priority secured financing from
Susan Moser, to obtain funds to settle the matter with 11T IA, LLC,
the terms of which are: Moser to lend the Debtor $7,000 on November
12, and Moser to be repaid $8,000 total (representing $7,000
principal, and $1,000 interest/fee) from sale proceeds of Subject
Property at the time of closing, with Moser to obtain a super
priority, secured interest in the proceeds of any sale of the
Subject Property, such interest to attach to proceeds of the
Subject Property; and
(iii) sell free and clear of all interests in the Subject
Property by Court, to Drake Companies LLC for $60,000.
The Debtor seeks to resolve pending Polk County Iowa District Court
litigation over the disposition of the Debtor's interest in the
Subject Property through a Tax Deed.
The sale transaction will be conducted as outlined in the Motion,
and to the extent applicable the terms and conditions under the
Motions to Approve Settlement and Obtain Secured Credit.
Today's record will constitute the Court's findings and conclusions
pursuant to Federal Rules of Bankruptcy Procedure 7052 and 9014.
Reike Plecas sought Chapter 11 protection (Bankr. S.D. Iowa Case
No. 21-00702) on May 17, 2021. The Debtor tapped Robert Gainer,
Esq., as counsel.
REMLIW INC: Seeks Seven-Day Extension of Time to File Sale Bid
--------------------------------------------------------------
Remliw Inc. and Monte Idilio Inc. ask the U.S. Bankruptcy Court for
the District of Puerto Rico a brief extension of time to file the
motion to sell property at private sale to sort out the amount to
be paid to Centro de Recaudaciones de Ingresos Municipales ("CRIM")
during the Amnesty and if possible, to obtain form CRIM a
cancellation balance and at the same time to file the motion to
sell property at private sale.
At the hearing held on Nov. 17, 2021, at 1:30 p.m., the Debtor was
granted 10 days to file a motion to sell property at private sale.
The term requested became due on Nov. 27, 2021, and was
automatically extended to Nov. 29, 2021.
On May 9, 2019, CRIM filed claim number 2 in the aggregate amount
of $88,145.99, including a portion of $81,989.80 secured by the
statutory lien created by Act 83 of 1991, Art. 3.30 ("Statutory
Lien").
In the meantime, CRIM approved and offered an amnesty to the
taxpayers that includes some of the amounts claimed by CRIM for
taxes due up to 2019. The amnesty became effective on Nov. 5, 2021,
and it will last until June 30, 2021, and offers substantial
discounts that fluctuate from 55% to 25% of the principal owed and
the forbearance of interest, late charges and penalties.
The Debtor is trying to obtain from CRIM a cancellation balance
that takes into consideration the payment of its claim during the
Amnesty. Said information is of paramount importance since CRIM is
the senior lienholder up to the amounts covered by the Statutory
Lien.
The Debtor requests a brief extension of time of seven days to sort
out the amount to be paid to CRIM during the Amnesty and if
possible, to obtain form CRIM a cancellation balance and at the
same time to file the motion to sell property at private sale.
Pursuant to 11 USC Section 363(f), FRBP 6004 and PR LBR 6004-1, the
Debtor has the obligation to provide in a sale out of the ordinary
course of business accurate information as to the balance owed to
the secured lienholders.
The brief extension of time requested will not affect the timetable
of litigation scheduled by the Court. The extension of time
requested elapsed on Dec. 6, 2021.
About Remliw, Inc.
Remliw Inc. is a privately held company, which owns a motel
located
at Carr 639 Km 2.1 Arecibo, Puerto Rico.
Remliw Inc. filed a voluntary Chapter 11 petition (Bankr. D.P.R.
Case No. 19-01179) on March 2, 2019. In the petition signed by
Wilmer Tacoronte Negron, administrator, the Debtor disclosed
$2,776,090 in total liabilities. Damaris Quinones Vargas, Esq.,
at
LCDA Damaris Quinones, is the Debtor's counsel.
RIOT BLOCKCHAIN: Completes Acquisition of ESS Metron
----------------------------------------------------
Riot Blockchain, Inc. has acquired Ferrie Franzmann Industries, LLC
(d/b/a ESS Metron). The total consideration payable in the
transaction is valued at approximately $50 million, consisting of
up to 715,413 shares of Riot common stock and $25 million in cash,
funded with cash on the balance sheet.
* ESS Metron is a leader with over sixty years of experience in
designing and producing highly engineered electrical equipment
solutions, many of which are mission-critical to successfully
deploying Bitcoin mining operations at scale.
* Acquisition assists in ensuring Riot's timely miner
installations by de-risking procurement of mission-critical
infrastructure.
* Acquisition enhances Riot's competitive position across the
electrical supply chain, as ESS Metron is also a leading supplier
to numerous third-party clients.
* Transaction valued at approximately $50 million, $25 million
payable in cash, and remainder in issuance of up to 715,413 shares
of Riot's common stock.
The acquisition of ESS Metron, currently a key supplier to Riot's
Whinstone facility, is highly complementary to Riot and its ongoing
infrastructure expansion to 700 MW. ESS Metron provides highly
engineered, custom product offerings mission-critical to Bitcoin
mining infrastructure and significantly improves Riot's ability to
improve its internal engineering capabilities. ESS Metron's
engineering proficiency has been a critical component in developing
Riot's customized immersion-cooling technology for its previously
announced 200 MW immersion-cooling expansion project.
"The successful acquisition of ESS Metron marks yet another
milestone in establishing Riot as a leader in Bitcoin mining," said
Jason Les, CEO of Riot. "Riot's strategic position across the
electrical supply chain is significantly enhanced as the Company
will benefit from ESS Metron's existing relationships with leading
electrical suppliers globally. In addition, Riot will continue its
fast-tracked expansion project as the Company benefits from
internalizing ESS Metron's engineering and industry expertise. We
are thrilled to welcome the talented ESS Metron team to the Riot
family and look forward to growing our future together."
"We are excited to continue the growth of ESS Metron's business by
joining Riot Blockchain," said Stephen Howell, newly promoted CEO
of ESS Metron. "We look forward to continuing to provide
best-in-class service to our growing customer base and actively
collaborating with Riot in its ongoing expansion efforts."
ESS Metron is expected to continue to operate as an independent
subsidiary of Riot, with the entire employee team being retained.
Riot and ESS Metron look forward to continuing the long-term
relationships built over decades with ESS Metron's customers and
suppliers. ESS Metron is based in Denver, Colorado, operating from
facilities totaling approximately 121,000 square feet. The
facilities are subject to long-term lease agreements.
XMS Capital Partners, LLC served as an exclusive financial advisor
and Sidley Austin LLP served as legal advisor to Riot. Davis
Graham & Stubbs LLP served as legal advisor to ESS Metron.
About Riot Blockchain
Headquartered in Castle Rock, Colorado, Riot Blockchain --
http://www.RiotBlockchain.com-- specializes in cryptocurrency
mining with a focus on bitcoin. The Company is expanding and
upgrading its mining operations by securing the most energy
efficient miners currently available. Riot is headquartered in
Castle Rock, Colorado, and the Company's mining facility operates
out of upstate New York, under a co-location hosting agreement with
Coinmint.
Riot Blockchain reported a net loss of $12.67 million for the year
ended Dec. 31, 2020, compared to a net loss of $20.30 million for
the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company
had $954.41 million in total assets, $184.09 million in total
liabilities, and $770.32 million in total stockholders' equity.
RIVERBED TECHNOLOGIES: Court Approves Plan to Cut $1.1 Billion Debt
-------------------------------------------------------------------
Vince Sullivan of Law360 reports that bankrupt information
technology company Riverbed Technologies Inc. received court
approval Friday, December 3, 2021, in Delaware for its Chapter 11
plan that slashes $1.1 billion of debt from its balance sheet just
two weeks after its bankruptcy case commenced.
During a videoconference hearing, debtor attorney Christopher S.
Koenig of Kirkland & Ellis LLP said Riverbed had reached an
agreement with unsecured noteholders that resolved the only
remaining opposition to the plan, allowing it to go forward on a
fully consensual basis. That agreement calls for unsecured
noteholders — originally slated for no recovery under the plan
— to receive $2.88 million in cash.
As previously announced on Oct. 13, 2021, the Company entered into
a Restructuring Support Agreement with its equity sponsors and an
ad hoc group of lenders holding a super-majority of its funded
secured debt. Once the restructuring transactions, which are
subject to customary closing conditions, are complete, the Ad Hoc
Group of institutional investors including Apollo, will become the
majority owners of Riverbed through their managed funds.
To implement the prepackaged plan, the Company has voluntarily
filed for reorganization under Chapter 11 of the Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware and
expects to successfully complete its financial restructuring
process and emerge in mid-December.
About Riverbed Technology Inc.
Headquartered in San Francisco, Calif., Riverbed Technology, Inc.
is the leading provider of Wide Area Network (WAN) Optimization and
performance monitoring products and services. Its more than 30,000
customers include 99 percent of the Fortune 100. Riverbed was
acquired by private equity funds Thoma Bravo and Teachers' Private
Capital in April 2015. Revenues were $713 million for the 12 months
ended Sept. 30, 2020.
Riverbed Technology and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 21-11503) on Nov. 16, 2021. In the
petition signed by Dan Smoot, president and chief executive
officer, Riverbed Technology estimated $1 billion to $10 billion in
both assets and debt as of the bankruptcy filing.
Judge Craig T. Goldblatt oversees the cases.
Kirkland & Ellis and Pachulski Stang Ziehl & Jones, LLP serve as
the Debtors' bankruptcy counsel. The Debtors also tapped
Alixpartners, LLC as financial advisor, and GLC Advisors & Co., LLC
and GLCA Securities, LLC as investment bankers. Stretto is the
claims, noticing and administrative agent.
RUSSELL HOWE-SMITH: Proposed Sale of Cherry Hill Property Approved
------------------------------------------------------------------
Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey authorized Russell Howe-Smith's sale of the
real property commonly known as 1109 York Road, om Cherry Hill, New
Jersey, on the terms and conditions of the contract of sale.
The proceeds of sale must be used to satisfy the liens on the real
property unless the liens are otherwise avoided by Court order.
Until such satisfaction, the real property is not free and clear of
liens.
In accordance with D.N.J. LBR 6004-5, the Notice of Proposed
Private Sale included a܆ request to pay the real estate broker
and/or the Debtor's real estate attorney at closing. Therefore, at
closing, Scott J. Goldstein will be paid $1,900 for his legal
representation in contracting and sale of property.
Sufficient funds may be held in escrow by the Debtor's attorney to
pay real estate broker's commissions and attorney's fees for the
Debtor's attorneys on further order of the Court.
Other closing fees payable by the Debtor may be satisfied from the
proceeds of sale and adjustments to the price as provided for in
the contract of sale may be made at closing.
A copy of the HUD settlement statement must be forwarded to the
Chapter 13 Trustee seven days after closing.
The Debtor must file a modified Chapter 13 Plan not later than 21
days after the date of the Order.
The Debtor will turn over such proceeds of sale as are not used to
pay expenses of sale and secured liens to the Sub Chapter V
trustee.
The Debtor will provide the Subchapter V Trustee with a copy of the
Closing Disclosure. If the counsel for the Debtor seeks fees for
legal services rendered as bankruptcy counsel (motion to sell,
notice of private sale, etc.) same will only be granted on separate
application in the within case pursuant to 11 U.S.C. Section 330.
The bankruptcy case is In re: Russell Howe-Smith, Case 21-12608
(Bankr. D.N.J.).
RUSSO REAL ESTATE: $605K Sale of Arlington Asset to Believers OK'd
------------------------------------------------------------------
Judge Edward L. Morris of the U.S. Bankruptcy Court for the
Northern District of Texas authorized Russo Real Estate, LLC, and
DeRiso Development, LLC, to sell the property described as 1008 W.
Main St., in Arlington, Texas, to Believers Connection Church or
its assign for $605,000.
The sale is free and clear of liens, claims and encumbrances except
statutory tax liens for tax years 2021 and 2022 not paid pursuant
to the Order, on the same terms and for the same price set forth in
the Motion. Except to the extent paid at closing, the liens,
claims and encumbrances, if any, will attach to the proceeds of the
sale with the same priority and status as existed prepetition
without the need for any action on the part of the creditor to
further secure or perfect the lien or claim.
The sale of the Property may occur pursuant to the terms noticed in
the Motion referred to above, except as provided by the Order, and
that the Debtor is authorized to sell the Property and pay from the
proceeds of that sale at closing normal and customary closing
costs, including fees and expenses prorated, escrow fees, recording
costs and other normal and customary reasonable expenses of the
title company required to implement the closing, including the
title company's attorney's fees incurred directly in connection
with the sale as contemplated by the contract between the parties
and the ordinary course attorney's fees incurred by the title
company as part of this closing but not including any of the
Debtors' or the Purchaser's attorney's fees, and Debtor will pay ad
valorem property tax claims secured by the Property for ad valorem
taxes for the tax years 2020 and 2021, plus any accrued
post-petition fees, costs and charges (including but not limited to
interest at the applicable statutory rate of 1% per month)
pursuant to 11 U.S.C. Sections 506(b) and 511.
Notwithstanding any other provision in the Order, Tarrant County
will receive payment in full of ad valorem property taxes for tax
years 2020 and 2021 with interest that has accrued from the
petition date through the date of payment at the state statutory
rate of 1% per month pursuant to 11 U.S.C. Sections 506(b) and 511
and in the event the sale closes after Dec. 31, 2021, the liens
that secure all amounts ultimately owed for tax year 2022 will
remain attached to the Property and become the responsibility of
the Purchaser.
Notwithstanding the foregoing, any liens securing any ad valorem
property tax claims (including those of Tax CORE Lending LLC) that
are not paid at closing will remain attached to the Property.
At closing, the Debtor may pay the commission, in an amount equal
to 6% of the Purchase Price to be paid to Peyco Southwest Realty
Inc.
The provisions of Federal Rule of Bankruptcy Procedure 6004(h) are
waived. The Order is effective upon entry.
In connection with the indebtedness owed to Frost Bank by the
Debtors and the deeds of trust liens of Frost Bank on the Property,
after paying the normal and customary closing costs set forth, and
to the extent that any of the following has not already been paid
as part of the closing pursuant to the terms of the Order as set
forth above, the title company and/or closing agent at the closing
will disburse all of the remaining Net Proceeds (as defined in the
Motion) at closing to the following secured creditors in the
following priority until all the Net Proceeds have been exhausted:
a. Pay to the appropriate ad valorem taxing authorities all of
the ad valorem taxes due and owing and assessed against the Main
Street Property for the tax years 2020 and 2021;
b. Pay in full all of the indebtedness owed to Tax CORE
Lending LLC secured by the Main Street Property inclusive of all
amounts owed under 11 U.S.C. Section 506(b );
c. Pay in full to Frost Bank the indebtedness due and owing to
Frost Bank pursuant to the terms of the Frost Bank Main Street Loan
Documents;
d. Pay in full all of the remaining indebtedness owed to Tax
CORE Lending LLC inclusive of all amounts owed under 11 U.S.C.
Section 506(b);
e. Pay to the appropriate ad valorem taxing authorities all of
the ad valorem taxes for the tax years 2020 and 2021due and owing
and assessed against all of the real properties (other than the
Main Street Property) owned by either of the Debtors and which
secure the indebtedness owed to Frost Bank with interest that has
accrued from the petition date through the date of payment at the
state statutory rate pursuant to 11 U.S.C. Sections 506(b) and 511;
and
f. Any Net Proceeds remaining after payment of a, b, c, d and
e above, in that order, will be paid to Frost Bank to be applied to
the indebtedness owed to Frost Bank pursuant to the terms of the
Frost Bank loan documents which is secured by all of the real
properties owned by either of the Debtors.
The Payments to Tax CORE Lending LLC authorized include $1,740.75
for attorney's fees and costs incurred by Tax CORE Lending LLC as
of Nov. 12, 2021 which amounts are allowed without the need for an
application under Federal Rule of Bankruptcy Procedure 2016.
About Russo Real Estate LLC and
DeRiso Development LLC
Russo Real Estate LLC, and DeRiso Development, LLC are Arlington,
Texas-based companies engaged in activities related to real
estate.
Russo Real Estate and DeRiso Development filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Texas Lead Case No. 21-40220) on Feb. 1 2021. At the time of the
filing, Russo Real Estate disclosed assets of between $1 million
and $10 million and liabilities of the same range. DeRiso
Development had estimated assets of less than $50,000 and
liabilities of between $1 million and $10 million.
Judge Edward L. Morris oversees the cases.
The Debtors tapped Griffith, Jay & Michel, LLP and Hixson &
Stringham, PLLC as bankruptcy counsel; Curnutt & Hafer, LLP as
special counsel; and PSK CPA as accountant.
RYBEK DEVELOPMENTS: $850K Sale of Tempe Asset to Fina & Sears OK'd
------------------------------------------------------------------
Judge Daniel P. Collins of the U.S. Bankruptcy Court for the
District of Arizona authorized Rybek Developments, LLC's sale of
the real property located at 1916 East Hayden Lane, in Tempe,
Arizona 85281, Parcel Numbers 132-64-0111 and 132-64-017F, to David
Fina and Carrick Sears (and/or Nominee) for $850,000.
The sale is free and clear of all liens, claims and interests, with
said liens, claims and interests attaching to the sale proceeds.
Upon close of escrow, payment of commission owed to the Court
appointed Real Estate Agent, Robert Romanet of Kenneth James
Realty, Inc., (subject to any split of the commission owed to
buyers' Agent), not to exceed 6% of sale price will be paid.
Upon close of escrow, the following will be paid:
a. Maricopa County Treasurer the outstanding property taxes
estimated to be $21,627.32;
b. Hanson Capital, in satisfaction of its first position Deed
of Trust, the approximate sum of $487,970.12 (subject to a final
payoff statement);
c. Gary Green, in satisfaction of his recorded judgment lien,
the approximate sum of $203,745.27 (subject to a final payoff
statement);
d. Any other necessary costs of closing, including but not
limited to tendering to the Office of the United States Trustee the
administrative fee associated with the disbursement of funds. The
United States Trustee will provide a statement to Stewart Title for
said fee.
The Lis Pendens recorded by Sandra Williams and Manny Guyot at the
Maricopa County Recorder's Office on Sept. 22, 2021 under
Instrument Number 20211021999 arising out of Maricopa County
Superior Court case number CV2021-053377 is hereby released from
the real property, and that pending further Order of the Court, all
remaining proceeds will be held in Debtor's Counsel's IOLTA Trust
Account.
About Rybek Developments
Rybek Developments, LLC filed a petition for Chapter 11 protection
(Bankr. D. Ariz. Case No. 21-07697) on Oct. 13, 2021, listing as
much as $1 million in both assets and liabilities. Judge Daniel P.
Collins oversees the case. Allan D. NewDelman, P.C. serves as the
Debtor's legal counsel.
RYERSON HOLDING: S&P Raises ICR to 'B+' on Stronger 2021 Earnings
-----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Chicago-based
Ryerson Holding Corp. to 'B+' from 'B'. At the same time, S&P
raised its issue-level rating on the company's senior secured notes
to 'B+' from 'B' and revised its recovery rating to '3' from '4'.
The stable outlook indicates that S&P expects Ryerson to maintain
leverage of 3x-4x as it benefits from a robust steel demand outlook
over the next 12-24 months.
Robust steel markets should result in strong operating performance
for Ryerson in 2021 and 2022. The strong momentum in steel markets,
following the late 2020 rebound, has persisted this year and is
expected to continue into 2022. An increased infrastructure
spending pipeline, the onshoring trend in the manufacturing
industry, robust construction markets and consumer demand are
supporting a durable recovery and stronger outlook for the North
American steel sector. S&P estimates Ryerson could generate record
EBITDA of about $500 million this year and we anticipate strong
earnings to continue into next year.
Solid earnings coupled with debt reduction efforts should result in
better credit metrics and credit cushion under weaker steel market
environments. S&P believes Ryerson will trend toward 2x debt to
EBITDA in 2021 and maintain 3x-4x should the current strong steel
price and demand environment soften. Ryerson has reduced its
adjusted debt balance by $400 million since 2018, primarily through
lowering its outstanding balance on its secured notes leading up to
the 2020 refinance and redeeming a further $150 million of notes
this year. Additions to operating lease liabilities through the
company's sale and lease back transactions with portions of its
real estate portfolio will offset a part of the debt reduction.
The risk of company's leverage increasing because of its private
equity sponsor ownership is lower than we previously contemplated.
Ryerson introduced a new dividend policy following improvements in
its interest and annual pension contributions over the last several
years. As a result of Ryerson's new capital allocation policy and
the recent debt reduction, S&P believes the risk of leverage
increasing above 5x as a result of its private equity sponsor
ownership by Platinum Equity is lower. However, fluctuating metal
prices and cyclical end markets can result in volatile earnings and
credit metrics, as was seen in 2020 when leverage increased to 7x.
Ryerson should generate counter cyclical cash flows as working
capital flexes with steel prices or volumes, potentially providing
some credit cushion for cyclical earnings and debt leverage.
Ryerson's business generates counter-cyclical cash flows. This was
demonstrated during 2020, when demand disruption led to steel
prices of less than $450 per ton, the company was able to generate
free cash flow of $270 million and reduce outstanding debt. Working
capital will become use of cash this year, as demand ramped up
quickly and steel prices remained at historical highs for all of
2021 and will result in modestly negative free cash flow generation
this year. S&P expects this level of working capital investment due
to elevated steel prices is largely complete and that it should
become a large source of cash if steel prices soften. As a result,
we expect Ryerson to generate free operating cash flow of more than
$200 million in 2022 and 2023.
The stable outlook indicates that S&P expects Ryerson to maintain
leverage of 3x-4x as it benefits from a robust steel demand outlook
over the next 12-24 months.
S&P could raise the rating in the next 12 months if:
-- Debt to EBITDA remains sustainably under 3x and stays there
under most market conditions; or
-- S&P believes management and ownership are committed to further
debt reduction and sustaining lower leverage consistent with a
higher rating.
S&P could lower the rating in the next 12 months if leverage
remains higher than 5x. This could result if:
-- There is a material decline in end-market demand, such as a 15%
drop in volumes processed or a rapid decline in steel prices,
resulting in an inventory price mismatch that could erode operating
margins.
-- The company undertakes a more aggressive financial policy, such
as a large debt-financed acquisition resulting expectation of
leverage remaining elevated for an extended period.
SAVI TECHNOLOGY: Unsecureds Will Get 30% of Claims in 3 Years
-------------------------------------------------------------
Savi Technology, Inc. filed with the U.S. Bankruptcy Court for the
Eastern District of Virginia a Disclosure Statement to the Chapter
11 Plan of Reorganization dated Dec. 02, 2021.
The Debtor is a pioneer, innovator and inventor of technologies and
products that leverage sensors to improve operational analysis,
efficiency and insights. The Debtor has its principal place of
business located at 5285 Shawnee Road, Suite 210, Alexandria, VA
2231.
The Debtor's principal asset is intellectual property, inventory
and employees. The Debtor's liabilities as of the Petition Date
were as follows: Secured Claims $8,249,054.11; Priority Unsecured
Claims - $114,910.53; and Nonpriority Unsecured Claims -
$2,788,980.27.
The Plan will treat claims as follows:
* Class 1 Claim. Each Priority Claim will be paid in full from
the Debtor's cash on the Effective Date. The Debtor believes there
may be employee priority claims. Pursuant to sections 1124 and
1126(f) of the Bankruptcy Code, Class 1 is an unimpaired Class and
conclusively presumed to have accepted this Plan.
* Class 2 Claim (Eastward Fund Management, LLC). Commencing in
March, 2022, the Class 2 claim will be paid in full in equal
monthly payments over 18 months with interest at the rate of 7% per
annum. The holder of the Class 2 Claim is Impaired.
* Class 3 Claim (Charles Meyer). The holder of the Class 3
claim will waive $259,921.00 of his secured claim in exchange for a
pro rata share of the membership interests in the reorganized
Debtor. Commencing three months after entry of the Confirmation
Order, the remainder of this secured claim will be paid at the
annual interest rate of 4% in quarterly payments over 5 years with
a final payment upon maturity. The holder of the Class 3 Claim is
Impaired.
* Class 4 Claim (Dana Frix). The holder of the Class 4 claim
will waive $69,312.00 of his secured claim in exchange for a pro
rata share of the membership interests in the reorganized Debtor.
Commencing three months after entry of the Confirmation Order, the
remainder of this secured claim will be paid at the annual interest
rate of 4% in quarterly payments over 5 years with a final payment
upon maturity. The holder of the Class 4 Claim is Impaired.
* Class 5 Claim (Dennis Shanahan). The holder of the Class 5
claim will waive $150,604.00 of his secured claim in exchange for a
pro rata share of the membership interests in the reorganized
Debtor. Commencing three months after entry of the Confirmation
Order, the remainder of this secured claim will be paid at the
annual interest rate of 4% in quarterly payments over 5 years with
a final payment upon maturity. The holder of the Class 5 Claim is
Impaired.
* Class 6 Claim (Sean P. McGuinness 1995 Trust and Sean P.
McGuinness GST Exempt Family Trust). The holder of the Class 6
claim will waive $190,609.00 of the secured claim in exchange for a
pro rata share of the membership interests in the reorganized
Debtor. Commencing three months after entry of the Confirmation
Order, the remainder of this secured claim will be paid at the
annual interest rate of 4% in quarterly payments over 5 years with
a final payment upon maturity. The holder of the Class 6 Claim is
Impaired.
* Class 7 Claim (SGS Group Management, SA). Commencing three
months after entry of the Confirmation Order, the holder of the
Class 7 claim will be paid the full amount of its secured claim in
quarterly payments over 5 years at the annual interest rate of 4%
with a final payment upon maturity. The holder of the Class 7 Claim
is Impaired.
* Class 8 Claim (J. Richard Carlson). The holder of the Class
8 claim will waive $45,977.00 of his secured claim in exchange for
a pro rata share of the membership interests in the reorganized
Debtor. Commencing three months after entry of the Confirmation
Order, the remainder of this secured claim will be paid at the
annual interest rate of 4% in quarterly payments over 5 years with
a final payment upon maturity. The holder of the Class 8 Claim is
Impaired.
* Class 9 Claim (Small Business Administration). Commencing in
March, 2022, the Class 9 claim will be paid at the contract
interest rate the amount of $731 per month until paid. The holder
of the Class 9 Claim is Impaired.
* Class 10 Claims (Allowed Unsecured Claims). The holders of a
General Unsecured Claims will paid a pro rata share of $281,677.00
over three years. The Debtor estimates this will equate to 30% of
each Allowed Claim over three years.
* Class 11 Equity Interests (Allowed Equity Holders). The
common and preferred stock interests in the Debtor will be
forfeited and the current holders of common and preferred stock
shall not receive any property or interest under the Plan on
account of the existing preferred and common stock. The holders of
interest in this Class 11 are impaired.
The funds necessary to pay all Allowed Claims shall be derived from
the Debtor's operations.
The current stockholders of Debtor, which are Savi Investors, LLC,
SGS Management Group SA, Dana Frix Trust, Charles Meyer, Dennis P.
Shanahan Revocable Trust, J. Richard Carlson, William Clark, Brian
Daum, Scott Shaul and Andy Souders, will forfeit all common and
preferred stock in the Reorganized Debtor.
After confirmation, the Reorganized Debtor will issue new common
stock to those secured creditors who will waive a portion of their
secured claims as determined above. The directors of the
Reorganized Debtor will be as elected by the stockholders of the
Reorganized Debtor. The officers of the Debtor will continue in
their existing capacities as officers of the Reorganized Debtor.
Currently, Rosemary Johnston is Acting President and CEO and
Jeannette Recio is the VP Finance.
A full-text copy of the Disclosure Statement dated Dec. 02, 2021,
is available at https://bit.ly/3Dp7N0Y from PacerMonitor.com at no
charge.
Counsel for the Debtor:
Benjamin P. Smith, Esq.
Shulman, Rogers, Gandal, Pordy & Ecker, P.A.
12505 Park Potomac Avenue, Suite 600
Potomac, MD 20854
Tel.: (301) 230-5241
Fax: (301) 230-2891
Email: bsmith@shulmanrogers.com
About Savi Technology
Savi Technology, Inc. -- https://www.savi.com/ -- is an innovator
in supply chain visibility and sensor technology, providing
real-time information about the location, condition and security of
in-transit goods and assets. The company sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No.
21-11369) on August 4, 2021.
On the Petition Date, the Debtor estimated $1 million to $10
million in assets and $10 million to $50 million in liabilities.
The petition was signed by Rosemary Johnston as acting president
and CEO.
Shulman, Rogers, Gandal, Pordy & Ecker, P.A. serves the Debtor's
counsel.
Eastward Fund Management, LLC, as lender, is represented by Richard
E. Hagerty, Esq. at Troutman Pepper Hamilton Sanders LLP.
SCHAEFERS SERVICE: Seeks to Tap Edgardo Santillan as Legal Counsel
------------------------------------------------------------------
Schaefers Service, Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to employ Edgardo
Santillan, Esq., an attorney at Santillan Law, PC, as its legal
counsel.
Mr. Santillan will render these legal services:
(a) represent the Debtor at the meeting of creditors;
(b) prepare and file a Chapter 11 plan and disclosure
statement;
(c) negotiate with creditors; and
(d) assist with anticipated Chapter 11 plan confirmation
issues, procedures, and possible objections to claims.
The attorney will be paid at his hourly rate of $300 and will be
reimbursed for work-related expenses incurred.
Mr. Santillan disclosed in a court filing that he is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The attorney can be reached at:
Edgardo D. Santillan, Esq.
Santillan Law, PC
775 Fourth Street
Beaver, PA 15009
Telephone: (724) 770-1040
Facsimile: (412) 774-2266
Email: ed@santillanlaw.com
About Schaefers Service
Schaefers Service, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No.
21-22537) on Nov. 24, 2021, listing under $1 million in both assets
and liabilities. Edgardo D. Santillan, Esq., at Santillan Law, PC
serves as the Debtor's legal counsel.
SCHULDNER LLC: Wins Cash Collateral Access Thru Feb 2022
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota has
authorized Schuldner, LLC to use cash collateral on a final basis,
in which Wilmington Trust, National Association, as Trustee for the
Benefit of the Holders of B2R Mortgage Trust 2016-1 Mortgage
Pass-Through Certificates has an interest, through February 28,
2022.
The Debtor is authorized to grant to Wilmington Trust, National
Association, as Trustee for the Benefit of the Holders of B2R
Mortgage Trust 2016-1 Mortgage Pass-Through Certificates, as and
for adequate protection of its secured interest, a replacement lien
and post-petition security interest, to the same validity, priority
and extent of its security interest held pre-petition, in any and
all new cash collateral of the Debtor. Such replacement lien will
secure it against diminution of the value of its collateral, as it
existed as of the commencement of the case.
A copy of the order is available at https://bit.ly/3dnVYO1 from
PacerMonitor.com.
About Schuldner, LLC
Duluth, Minnesota-based Schuldner, LLC is engaged in activities
related to real estate. The company filed a Chapter 11 petition
(Bankr. D. Minn. Case No. 21-50323) on July 6, 2021.
In the petition signed by Carl Green, chief manager, the Debtor
disclosed $1,150,200 in total assets and $2,530,877 in total
liabilities.
Judge William J. Fisher is assigned to the case.
Joseph W. Dicker, P.A. is the Debtor's counsel.
SHARITY MINISTRIES: Liquidating Plan Confirmed by Judge
-------------------------------------------------------
Judge John T. Dorsey has entered findings of fact, conclusions of
law and order confirming the Chapter 11 Plan of Liquidation of
Sharity Ministries Inc.
The Plan provides adequate and proper means for the implementation
of the Plan, including, without limitation, (i) creation of the
Liquidating Trust; and (ii) the procedures for making distributions
to holders of Allowed Claims and Interests. Accordingly, the Plan
satisfies Bankruptcy Code section 1123(a)(5).
The Debtor has proposed the Plan, including all documents necessary
to effectuate the Plan, in good faith and not by any means
forbidden by law, thereby satisfying the requirements of Bankruptcy
Code section 1129(a)(3). The Debtor's good faith is evident from
the facts and record of this Chapter 11 Case, the Disclosure
Statement, and the record of the Confirmation Hearing and other
proceedings held in this Chapter 11 Case.
The Plan was proposed with the legitimate and honest purpose of
maximizing the value of the Debtor's Estate and to maximize
distributions to all Creditors and Interest holders. Further, the
Plan's classification, exculpation, and injunction provisions have
been negotiated in good faith and at arm's length, are consistent
with Bankruptcy Code sections 105, 1122, 1123(b)(3)(A), 1123(b)(6),
1129, and 1142, and are integral to the Plan and supported by
valuable consideration.
A full-text copy of the Plan Confirmation Order dated Dec. 2, 2021,
is available at https://bit.ly/3EuSFk4 from claims agent, BMC
Group.
Counsel for the Debtor:
BAKER & HOSTETLER LLP
Jorian L. Rose
Jason I. Blanchard
45 Rockefeller Plaza
New York, New York 10111
Andrew V. Layden
SunTrust Center, Suite 2300
200 South Orange Avenue
Orlando, FL 32801-3432
- and -
LANDIS RATH & COBB LLP
Adam G. Landis
Matthew B. McGuire
Nicolas E. Jenner
919 Market Street, Suite 1800
Wilmington, Delaware 19801
About Sharity Ministries
Established in 2018, Sharity Ministries Inc. is a 501(c)(3)
faith-based nonprofit corporation in Roswell, Ga., that operates a
health care sharing ministry, a medical cost-sharing arrangement
among persons of similarly and sincerely held religious beliefs.
Sharity Ministries sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 21-11001) on July 8, 2021.
As of March 31, 2021, the Debtor had total assets of $4,496,871 and
total liabilities of $2,922,214. Judge John T. Dorsey oversees the
case.
The Debtor tapped Landis Rath & Cobb, LLP and Baker & Hostetler,
LLP as legal counsel, and SOLIC Capital Advisors, LLC as
restructuring advisor. Neil Luria of SOLIC serves as the Debtor's
chief restructuring officer. BMC Group, Inc. is the claims and
noticing agent and administrative advisor.
On Aug. 20, 2021, the U.S. Trustee for Region 3 appointed an
official committee to represent members of Sharity Ministries Inc.
in its Chapter 11 case. The committee is represented by Stevens &
Lee, P.C., Sirianni Youtz Spoonemore Hamburger, PLLC and Mehri &
Skalet, PLLC.
SHARITY: Health Ministry Estate Okayed to Pursue Excess Fees
------------------------------------------------------------
Rick Archer of Law360 reports that a Delaware bankruptcy judge on
Thursday, Dec. 3, 2021, gave a health care sharing ministry
approval to liquidate and pursue $574 million in claims against the
management company that ministry members claim took most of their
contributions and left them with hundreds of millions in unpaid
medical bills.
At a brief virtual hearing, U.S. Bankruptcy Judge John Dorsey
signed off on Sharity Ministries Inc.'s uncontested Chapter 11
liquidation plan, under which a trustee will assume a member
committee's claims against the Aliera Cos., whose management
service contracts Sharity blamed for its bankruptcy.
About Sharity Ministries
Established in 2018, Sharity Ministries Inc. is a 501(c)(3)
faith-based nonprofit corporation in Roswell, Ga., that operates a
health care sharing ministry, a medical cost-sharing arrangement
among persons of similarly and sincerely held religious beliefs.
Sharity Ministries sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 21-11001) on July 8, 2021.
As of March 31, 2021, the Debtor had total assets of $4,496,871
and total liabilities of $2,922,214. Judge John T. Dorsey oversees
the case.
The Debtor tapped Landis Rath & Cobb, LLP and Baker & Hostetler,
LLP as legal counsel, and SOLIC Capital Advisors, LLC as
restructuring advisor. Neil Luria of SOLIC serves as the Debtor's
chief restructuring officer. BMC Group, Inc. is the claims and
noticing agent and administrative advisor.
On Aug. 20, 2021, the U.S. Trustee for Region 3 appointed an
official committee to represent members of Sharity Ministries Inc.
in its Chapter 11 case. The committee is represented by Stevens &
Lee, P.C., Sirianni Youtz Spoonemore Hamburger, PLLC and Mehri &
Skalet, PLLC.
SHAYNE A. HARRIS: 5489-5491 Clarksville Pike Asset Sale Withdrawn
-----------------------------------------------------------------
Judge Jimmy L. Croom of the U.S. Bankruptcy Court for the Western
District of Tennessee withdrew Shayne Allen Harris' Motion to
Approve Purchase and Sale Agreement of Real Property Located at
5489-5491 Clarksville Pike, Whites Creek, Davidson County,
Tennessee 37189 Free and Clear of any and all Liens with the Liens
to Attach to the Proceeds.
The Court was advised that the Debtor desires to withdraw said
motion.
The bankruptcy case is In re: Shayne Allen Harris, Case No.
21-10108 (Bankr. W.D. Tenn.).
SHAYNE A. HARRIS: 5497-5497B Clarksville Pike Asset Sale Withdrawn
------------------------------------------------------------------
Judge Jimmy L. Croom of the U.S. Bankruptcy Court for the Western
District of Tennessee withdrew Shayne Allen Harris' Motion to
Approve Purchase and Sale Agreement of Real Property Located at
5497 & 5497B Clarksville Pike, Whites Creek, Davidson County,
Tennessee 37189 Free and Clear of any and all Liens with the Liens
to Attach to the Proceeds.
The Court was advised that the Debtor desires to withdraw said
motion.
The bankruptcy case is In re: Shayne Allen Harris, Case No.
21-10108 (Bankr. W.D. Tenn.).
SHUI YEE LEE: Meyers Buying Long Branch Real Property for $740K
---------------------------------------------------------------
Shui Yee Lee asks the U.S. Bankruptcy Court for the District of New
Jersey to authorize the private sale of the real property located
at 824 Woodgate Ave., in Long Branch, New Jersey 07740, to Orly and
David Meyer for $740,000.
A hearing on the Motion is set for Dec. 21, 2021, at 10:00 a.m.
The Property consists of the right title and interest of the
Debtor, together with his spouse4, in and to the certain tract of
land located at 824 Woodgate Avenue, Long Branch, NJ 07740-4840.
This includes all fixtures permanently attached to the building,
and all shrubbery, plantings, and fencing, gas and electric
fixtures, cooking ranges and ovens, hot water heaters, flooring,
screens, storm sashes, blinds, awnings, radiator covers, heating
apparatus and sump pumps, if any, except where owned by tenants.
On Aug. 25, 2021, the Court entered an order authorizing the Debtor
to retain Meyer Edery Real Estate Agency, Inc. in connection with,
among other things, assisting in the sale of the Property. Pursuant
to their retention, Meyer Edery publicly listed the Property for
sale through multiple listing service (online) and marketed the
same for approximately 77 days and received eight offers for the
purchase of the Property. Those marketing efforts included, among
other things, listing the Property for sale, soliciting outside
brokers, and using advertising and other promotional activities to
promote the Sale.
The offer from the Purchaser and the total purchase price of
$740,000 was the highest and best offer Meyer Edery received in
connection with its extensive efforts to sell the Property.
The Debtor and his spouse recently received an offer to purchase
the Property which they have accepted, subject to the Court's
approval. He and his spouse have entered into an agreement to sell
the Property to the Buyers. The Purchasers will purchase the
Property in "as-is" condition.
The closing of the transaction contemplated by the Sale Agreement
is subject to the satisfaction or waiver of a number of closing
conditions:
a. The Debtor is responsible for the certificate of occupancy.
Seller is willing to pay $500 in the event the certificate of
occupancy costs more than $500, the Purchasers have the right to
pay the difference. If the Purchasers refuses to pay the
difference, the Debtor will pay the difference or either party may
cancel the sale at that time.
b. At Closing, the Debtor will deliver a duly executed Bargain
and Sale Deed with Covenant as to Grantor's Acts or other Deed
satisfactory to the Purchasers. Title to the Property will be free
from all claims or rights of others.
c. Purchase, at the Purchasers' sole cost and expense, is
granted right to have the Property, inspected and evaluated by
"qualified inspectors" for the purpose of determining the existence
of any physical defects or environmental conditions as outlined in
the Sale Agreement.
d. If any physical defects or environmental conditions (other
than radon or woodboring insects) are reported by the inspectors to
the Purchasers, the Debtor will have seven business days after
receipt of such reports to notify them in writing that the Debtor
will correct or cure any of the defects set forth in such reports.
If the Debtor fails to notify them of his agreement to so cure and
correct, such failure to so notify will be deemed to be a refusal
by the Debtor to cure or correct such defects.
e. The Sale and the Debtors obligations under the Sale
Agreement are expressly contingent upon the Court's prior approval.
The Closing is tentatively scheduled to take place on Dec. 1, 2021,
however, the Debtor has the right to adjourn the Closing until Jan.
28, 2022. All parties to the Sale Agreement are eager to close
prior to the end of the calendar year.
A deposit of $74,000 will be paid by the Purchasers on Nov. 30,
2021 and will be held in the escrow account of the attorney
retained by the Debtor's spouse until the Closing. At which time,
all proceeds due the Debtor on account of his interest in the
Property will be paid over to the Debtor. If the Debtor fails to
close title following entry of an Order approving sale by the
Court, the Purchasers may then commence any legal or equitable
action to which they may be entitled. If they fail to close title
in accordance with the Sale Agreement, the Debtor may commence an
action for damages it has suffered, and, in such case, the deposit
monies paid on account of the purchase price will be applied
against such damages. If the Purchasers and the Debtor breach the
Sale Agreement, the breaching party will nevertheless be liable to
Meyer Edery for the commissions in the amount set forth in the Sale
Agreement, as well as reasonable attorneys' fees, costs and such
other damages as are determined by the Court.
The Debtor expects to sell his interest in this and other
properties in order to fund his proposed plan of reorganization.
Thus, he asks a finding that the sale be exempt from transfer taxes
pursuant to Section 1146(b) of the Bankruptcy Code.
The Sale Agreement does not provide for the assumption and
assignment of a lease to the Purchaser pursuant to section Section
365 of the Bankruptcy Code. The proposed Sale to the Purchasers
does not involve a credit bid pursuant to Section 363(k) of the
Bankruptcy Code.
Meyer Edery is to receive a commission equal to 4% of the sale
price of the Property or $37,000.
The Sale Agreement provides the Property will be sold to Purchaser
free and clear of all liens, claims and encumbrances. The Sale
Order provides that as of the Closing, the Property will have been
transferred to the Purchasers free and clear of all liens, claims
and encumbrances.
The Debtor seeks a waiver of the 14-day stay of the effectiveness
of the Sale Order imposed by Bankruptcy Rules 6004(h) and 6006(d),
respectively.
By the Motion, the Debtor seeks entry of the Sale Order (i)
approving the sale of the Property as set forth in the Sale
Agreement to the Purchasers, (ii) approving the payment of the
Broker's Commission at Closing, and (iii) granting related relief.
A copy of the Sale Agreement is available at
https://tinyurl.com/y4jttu5b from PacerMonitor.com free of charge.
Shui Yee Lee sought Chapter 11 protection (Bankr. D.N.J. Case No.
20-15987) on April 29, 2020. The Debtor tapped Christopher J.
Reilly, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP
as counsel.
SOFT FINISH: Seeks Cash Collateral Access Thru April 2022
---------------------------------------------------------
Soft Finish, Inc. asks the U.S. Bankruptcy Court for the Central
District of California, Los Angeles Division, for authority to use
cash collateral on an interim basis through April 30, 2022, and
provide adequate protection and related relief.
The Debtor proposes to continue using cash collateral to pay the
allowed expenses pursuant to the budget, with a 10% variance to
maintain its business operations. The entities that assert an
interest in the cash collateral are Pacific City Bank and the US
Internal Revenue Service.
Adriana Calleros asserts that her judgment lien attaches to the
Debtor's cash collateral, behind Pacific City Bank. The Debtor
disagrees that the judgment lien attaches to any of the Debtor's
assets. To the extent that the lien attaches to cash collateral,
the lien would be junior to the IRS lien based on section 6321 of
the Internal Revenue Code.
The Debtor had $314,000 in the debtor-in-possession bank account on
November 30, 2021, up from close to nothing on the petition date.
The Debtor also has approximately $260,000 in accounts receivable
on November 30, 2021. The Debtor continues to have inventory of
about $7,000.
As adequate protection for the use of cash collateral, the Debtor
proposes to give the secured creditors a replacement lien on the
cash on hand and accounts receivable generated post-petition to the
extent that the creditors' cash collateral is actually used. In
addition, the Debtor proposes to continue paying Pacific City Bank
the regular monthly payment of $19,665 each month and the IRS
$3,000.
The Debtor filed its Plan of Reorganization on June 16, 2021, and
its First Amended Plan of Reorganization on July 27, 2021. The
Debtor expects to file a Second Amended Plan of Reorganization by
December 3, 2021. The Court has set a hearing for confirmation of
the Debtor's plan for January 11, 2022. Creditors and
parties-in-interest have until December 21, 2021 to return their
ballot and to file any objections to the Plan.
The Debtor's Amended Plan proposes to pay Pacific City Bank in full
according to its original terms. The Amended Plan proposes to pay
the IRS in full as well over 60 months. As that is more than $2.5
million alone, the Debtor proposes to pay the unsecured class 2.5%
of their claims.
A copy of the motion and the Debtor's 2022 budget is available at
https://bit.ly/334rUVR from PacerMonitor.com.
The Debtor projects $4,065,000 in total income and $3,393,548 in
total expenses for 2022.
About Soft Finish, Inc.
Soft Finish manufactures clothing, specifically denim product such
as jeans, denim jackets, skirts, shorts, shirts. Soft Finish
specializes in "distressing" garments, taking hard, rigid,
untreated denim fabric and washing the product to soften garments
and using techniques to "beat up" or "age" garments. Distressing
includes hand sanding garments to create natural wear areas, adding
holes to garments to make them look used or old, stone washing to
give the garment a softer feel and a lighter color as well as other
hand treatments.
Soft Finish is the successor-in-interest to US Garment LLC. In late
2017, US Garment LLC transferred its assets to Soft Finish and Soft
Finish assumed 100% of the US Garment debt. The owners of US
Garment were Jae K. Chung and a minority interest with her son
Wesley Chung. Jae K. Chung is the sole owner of Soft Finish. Soft
Finish sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. C.D. Calif. Case No. 21-12038) on March 15, 2021. In
the petition signed by Jae K. Chung, as president, the Debtor
disclosed $203,316 in assets and $1,404,553 in liabilities.
Judge Barry Russell oversees the case.
M. Jonathan Hayes, Esq., at Resnik Hayes Moradi, LLP, is the
Debtor's counsel.
SPICE MUST FLOW: Gets Cash Collateral Access Thru Dec 22
--------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina has authorized The Spice Must Flow, LLC to use the cash
collateral of PS Funding, Inc. and Pantheon Capital Advisors, Inc.
on an interim basis in accordance with the budget, with a 10%
variance, through the date of the final hearing.
Judge George R. Hodges, however, denied the Debtor access to the
cash collateral of Shellpoint Mortgage Servicing, Inc., without
prejudice to the Debtor seeking further Court approval.
As adequate protection, PS Funding and Pantheon are granted
security interests in and liens on all postpetition assets of the
Debtor, of the same type and to the same extent and validity as the
liens and encumbrances of the Lender, attaching to the Debtor's
assets prepetition.
Moreover, the Debtor will make adequate protection payments to PS
Funding for $750 to be applied to the debt associated with the 50
Newfound Rd. property, and $1,250 to be applied to the debt related
to the 41 McKinney Dr. property.
The Debtor will also escrow or prepay funds for ad valorem taxes
equal to 1/12 of the yearly amount due on each property.
The Debtor will make $1,500 in monthly adequate protection payments
to Pantheon to be applied equally to the debt associated with
Pantheon's secured claims; $750 to the debt associated with 4 & 8
Strawflower Rd; and $750 to the debt associated with 12 Strawflower
Rd.
The Debtor will also escrow or prepay funds for ad valorem taxes
equal to 1/12 of the yearly amount due on each property.
A final hearing on the use of cash collateral is scheduled for
December 22, 2021 at 9:30 a.m.
A copy of the order is available and the Debtor's budget is
available for free at https://bit.ly/3IymsuK from
PacerMonitor.com.
The budget provided for total expenses of $9,966 for November 2021
and $9,591 for December 2021.
About The Spice Must Flow
The Spice Must Flow, LLC, an Asheville, N.C.-based company, sought
protection for relief under Chapter 11 of the Bankruptcy Code
(Bankr. W.D.N.C. Case 21-10135) on July 6, 2021. Shawn Thomas
Johnson, member and manager, signed the petition. At the time of
filing, the Debtor disclosed total assets of up to $10 million and
total liabilities of up to $1 million.
Judge George R. Hodges presides over the case.
Ivey, McClellan, Siegmund, Brumbaugh & McDonough, LLP, serves as
the Debtor's legal counsel.
STEPHEN F. D'ANGELO: $22K Sale of Jeep Wrangler to Shults Okayed
----------------------------------------------------------------
Judge Jeffery A. Deller of the U.S. Bankruptcy Court for the
Western District of Pennsylvania authorized Stephen F. D'Angelo's
private sale of his 2016 Jeep Wrangler to Shults Ford, Inc., for
$22,000.
Pursuant to sections 105 and 363 of the Bankruptcy Code, the sale
of the Vehicle to the Buyer is approved nunc pro tunc as of Aug.
30, 2021, the Debtor is authorized to sell, transfer, and convey
the Vehicle to the Buyer on the following terms (together with
executing and delivering all additional instruments and documents
that may be reasonably necessary or desirable to implement the Sale
or as may be necessary to effectuate the terms of the Order) free
and clear of all liens, claims and encumbrances.
The Vehicle is to be sold to the Buyer "as is-where is, with all
faults" without any representations or warranties from the Debtor
as to the quality or fitness of such assets for either their
intended use or any other purpose.
The counsel for the Debtor will release the Sale Proceeds to the
United State of America within three days from the date the Order
becomes a final order. The Debtor will retain all rights and
defenses with respect to the Federal Tax Lien and the application
of the Sale Proceeds.
Stephen F. D'Angelo sought Chapter 11 protection (Bankr. W.D. Pa.
Case No. 21-21903) on Aug. 27, 2021. The Debtor tapped Kirk
Burkley, Esq., at Bernstein-Burkley, P.C. as counsel.
STRIKE LLC: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Strike, LLC
1800 Hughes Landing Blvd.
Suite 500
The Woodlands, TX 77380
Business Description: Headquartered in The Woodlands, Texas, the
Debtors provide pipeline, facilities, and
infrastructure solutions to the energy
sector. The Debtors deliver a full range of
integrated engineering, construction,
maintenance, integrity, and specialty
services that span the entire oil and gas
lifecycle.
Chapter 11 Petition Date: December 6, 2021
Court: United States Bankruptcy Court
Southern District of Texas
Six affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Strike, LLC (Lead Debtor) 21-90054
Capstone Infrastructure Services, LLC 21-90055
Crossfire, LLC 21-90056
Delta Directional Drilling, LLC 21-90057
Strike HoldCo, LLC 21-90058
Strike Global Holdings, LLC 21-90059
Judge: Hon. David R. Jones
Debtors' Counsel: Matthew D. Cavenaugh, Esq.
Kristhy Peguero, Esq.
Genevieve Graham, Esq.
JACKSON WALKER LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Tel: (713) 752-4200
Fax: (713) 752-4221
Email: mcavenaugh@jw.com
kpeguero@jw.com
ggraham@jw.com
- and -
Thomas E. Lauria, Esq.
Matthew C. Brown, Esq.
Fan B. He, Esq.
Gregory L., Esq.
WHITE & CASE LLP
200 South Biscayne Boulevard, Suite 900
Miami, FL 33131
Tel: (305) 371-2700
Email: tlauria@whitecase.com
mbrown@whitecase.com
fhe@whitecase.com
gregory.warren@whitecase.com
Andrew F. O'Neill, Esq.
111 South Wacker Drive, Suite 5100
Chicago, IL 60606
Tel: (312) 881-5400
Email: aoneill@whitecase.com
Charles Koster, Esq.
609 Main Street, Suite 2900
Houston, TX 77002
Tel: (713) 496-9700
Email: charles.koster@whitecase.com
Aaron Colodny, Esq.
R.J. Szuba, Esq.
555 South Flower Street, Suite 2700
Los Angeles, CA 90071
Tel: (213) 620-7700
Email: aaron.colodny@whitecase.com
Email: rj.szuba@whitecase.com
Debtors'
Investment
Banker: OPPORTUNE PARTNERS LLC
Debtors'
Financial
Advisor: OPPORTUNE PARTNERS LLP
Debtors'
Claims &
Noticing
Agent: EPIQ CORPORATE RESTRUCTURING, LLC
Estimated Assets: $100 million to $500 million
Estimated Liabilities: $100 million to $500 million
The petitions were signed by Sean Gore as chief financial officer.
A full-text copy of Strike, LLC's petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/MWY5ZCY/Strike_LLC__txsbke-21-90054__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Mears Group Inc. Litigation $4,100,000
1622 Eastport Plaza Drive
Collinsville, IL 62234
Contact: Steve Gude
Tel: 618-343-6400
Email: ar.mears@mears.net
2. Eagle Capital Corporation Litigation $3,466,068
PO Box 4215
Tupelo, MS 38803
Tel: 662-214-9818
Email: accounting@eaglecapitalcorp.com
3. United Rentals Inc. Equipment $1,707,971
PO Box 840514 Rental
Dallas, TX 75284-0514
Contact: Branson Landreneau
Tel: 325-895-8729
Email: ach@ur.com;
ctendler@ur.com
4. Ardent Services LLC Trade $1,590,164
PO Box 974759
Dallas, TX 75397-4759
Contact: Jennier Burchfield
Tel: 985-792-3000
Email: arnotes@ardent.us
5. Michels Corporation Drilling Work $1,588,450
PO Box 95
Brownsville, WI 53006
Contact: Aubrie Conrad
Tel: 920-583-3132
Email: aconrad@michels.us
6. Dakota Line Contractors Inc. Conv Road $1,350,792
2729 Paintball Way Boring
Bismarck, ND 58504
Tel: 701-224-8654
Email: lwhite@dlcnd.com
7. Delta Fuel Company Fuel $1,139,489
P.O. Box 1810
Ferriday, LA 71334
Contact: Christina Roberts
Tel: 318-757-3975
Email: achpayments@deltafuel.com
8. Summit Electric Supply Co Inc. Operations $1,139,391
PO Box 7280 Supplier
Dallas, TX 75284-8345
Contact: Shauna Martinez
Tel: 505-389-1733 Ext 1233
Email: cashapplications@summit.com
9. Jones Transport Trade $1,113,208
6184 Hwy 98 W, Ste 210
Hattiesburg, MS 39402
Contact: Jennifer Houston
Tel: 601-736-1151
Email: christi.bounds@joneslogistics.com
10. Blackwell Enterprises Inc. Trade $1,044,561
14634 Cotton Gin Ave
Wayne, OK 73095
Contact: Ben Brakefield
Tel: 405-449-7795
Email: bbrakefield@blackwellent.com
11. Cross Country Infrastructure Equipment $1,014,695
SVCS USA Rental
PO Box 843851
Kansas City, MO 64184-3851
Contact: Adrianne Bennett
Tel: 303-361-6797
Email: abennett@ccpipeline.com
12. CAT Financial Commercial Acct Equipment $934,912
PO Box 732005 Rental
Dallas, TX 75397-8595
Contact: Abbey Birkey
Tel: 188-228-8811
Email: adsmith@foleyeq.com
13. Hardrock Directional Drilling Drilling Work $873,095
PO Box 33371
San Antonio, TX 78265
Contact: Bobby Hoover
Tel: 210-403-2086
Email: bobby.hoover@hardrockhdd.com
14. Graybar Electric Co Inc. Operations $792,029
900 Ridge Ave Supplier
Pittsburgh, PA 15212
Tel: 412-320-2594
Email: customerremit@graybar.com
15. Pipeline Supply & Service Trade $731,615
PO Box 74321
Cleveland, OH 44194-4321
Contact: Brandi Wright
Tel: 713-741-8125
Email: ar@psscompanies.com;
brandi.wright@psscompanies.com
16. Bayou Electrical Services Trade $675,980
8036 Miller Road 2
Houston, TX 77049
Contact: Jordan Devaty
Tel: 281-121-5200
Email: ar@bayouelectrical.com
17. CBK Transport LLC Trade $595,237
28310 Ascot Farms Road
Magnolia, TX 77354
Contact: Ben Fleming
Tel: 713-502-5185
Email: ben.fleming@cbktransport.com
18. Wholesale Electric Supply Operations $546,568
PO Box 732778 Supplier
Dallas, TX 75373-2778
Tel: 281-479-6055
Email: arremit@wholesaleelectric.com
19. Allwaste Industrial SVCS LLC Hydro $533,675
PO Box 1378 Excavation
Mont Belvieu, TX 77580
Tel: 346-801-3116
Email: ar@allwateindustrial.com
20. J2 Resources LLC Operations $533,065
945 McKinney Dr., 116 Supplier
Houston,TX 77002
Tel: 713-401-3171
Email: kdugan@j2resources.com
21. C.I. Actuation Operations $524,808
PO Box 842348 Supplier
Dallas, TX 75284-2348
Contact: Ashley Young
Tel: 281-209-3800
Email: ashley.young@ciactuation.com
22. Velox LLC Drilling Work $506,970
PO Box 142
Ryland, AL 35767
Contact: Harry Fox
Tel: 256-217-4339
Email: officeadmin@veloxuc.com
23. Whitco Supply LLC Operations $501,556
200 N. Morgan Avenue Supplier
Broussard, LA 70518
Tel: 337-837-2440
Email: camille@whitcosupply.com
24. Axis Industrial Services LLC Fabrication $501,376
5110 IH 37
Corpus Christi, TX 78407
Tel: 361-888-4855
Email: dedison@axisindsvcs.com
25. Ignite Energy Services Hauling - EQ $486,450
PO Box 2247
Fredericksburg, TX 78624
Contact: Deborah Michel
Tel: 318-505-3630
Email: accounting@ignitehydro.com
26. BC Henderson Construction Inc. Drilling Work $484,768
366 VZCR 3605
Edgewood, TX 75117
Contact: Macey McKee
Tel: 903-896-4835
Email: bryan@bchconstruct.com
27. Rock-IT Natural Stone Inc. Hauling - D/M $465,639
PO Box 410
Wister, OK 74966
Contact: Linda Lane
Tel: 800-371-4219
Email: linda_lane@rock-itnaturalstone.com
28. Mason Construction Ltd Trade $462,518
PO Box 20057
Beaumont, TX 77720-0057
Contact: Britni Milam
Tel: 409-842-4455
Email: payments@masonconstruction.net
29. Strata Innovative Solutions Trade $452,945
12005 Starcrest Dr
San Antonio, TX 78247
Contact: Ashley Schultz
Tel: 210-714-2386
Email: ashleyschultz@strata-is.com
30. Bennett Construction, Inc. and Litigation Undetermined
NGM Insurance Company
210 Park Avenue Suite 1200
Oklahoma City, OK 73102
Contact: Bradley Davenport
Tel: 405-898-8654
Email: bdavenport@dsda.com
SUZANNE V FERRY: $400K Sale of Tierra Verde Property to Global OK'd
-------------------------------------------------------------------
Judge Roberta A. Colton of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Suzanne V. Ferry's sale of 1,000 to
1,450 square foot, more or less, parcel of real estate identified
as Business Unit 828195, located in Tierra Verde, Pinellas County,
Florida, to Global Signal Acquisitions IV LLC, or its assigns, for
a purchase price of $400,000.
Pursuant to 11 U.S.C. Section 363(b)and (f), the Debtor is
authorized to grant a permanent easement to the Property, together
with access and utility easements, "as is" and free and clear of
any liens, claims, interests, encumbrances, and security interests
of any kind, to the Buyer. The easement will be conveyed pursuant
to the terms and conditions of the Letter Agreement.
The liens of any secured creditors will attach to the proceeds from
the sale to the same extent, validity, and priority as existed
against the property.
The net sale proceeds will be held in trust by Debtor's counsel
until further order of the Court regarding distribution.
The Debtor will provide a copy of the closing statement from the
sale of the property to the office of the U.S. Trustee within five
days of the closing date.
The 14-day stay required under Bankruptcy Rule Section 6004(h) is
waived.
The bankruptcy case is In re: Suzanne V. Ferry, Case No:
8:11-bk-01854-RCT (Bankr. M.D. Fla.).
TALCOTT RESOLUTION: S&P Affirms 'BB' ICR on Allianz Acquisition
---------------------------------------------------------------
S&P Global Ratings affirmed its 'BBB' long-term issuer credit and
financial strength ratings on Talcott Resolution Life Insurance Co.
and Talcott Resolution Life and Annuity Insurance Co. S&P also
affirmed the 'BB' issuer credit rating on the holding company,
Talcott Resolution Life Inc. The outlook on the long-term ratings
remains stable.
Talcott, a subsidiary of Sixth Street, along with Resolution Life
Group (not rated) have entered into a reinsurance agreement with
Allianz Life Insurance Company of North America for a $35 billion
fixed annuity portfolio.
S&P said, "The stable outlook reflects our view of Talcott's
continuity of operating strategy and philosophy, its management
team, and its robust risk management, as well as our expectation
that it will maintain at least 'A' capital adequacy.
"We could lower the ratings over the next 12-24 months if
capitalization falls below 'A' and we believe it will remain there.
We could also lower the ratings if Talcott, on a stand-alone basis
or combined with affiliated companies, increases its risk position
or financial risk to a level that we believe is inconsistent with
its strategy, philosophy, or ability to manage, or if we believe
its enterprise risk management program has weakened.
"We believe there is limited upside to the rating over the next 24
months, given the company's run-off status. We could, however,
consider a change if the company develops its competitive position
meaningfully via acquisitions or block reinsurance transactions,
maintains favorable operating performance, and demonstrates credit
metrics consistent with higher-rated peers."
THORSBY DRUGS: Seeks to Hire William C. McCay as Accountant
-----------------------------------------------------------
Thorsby Drugs, Inc. seeks approval from the U.S. Bankruptcy Court
for the Middle District of Alabama to employ William C. McCay, CPA,
PC as its accountant.
The Debtor needs an accountant to perform general accounting
services that become necessary or are requested during the pendency
of its Chapter 11 bankruptcy case.
William McCay, CPA, the firm's accountant who will work in this
engagement, will be paid at his hourly rate of $100. He will also
receive reimbursement for work-related expenses incurred.
Mr. McCay disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
William McCay, CPA
William C. McCay, CPA, PC
6840 US Hwy. 31
Clanton, AL 35046
Telephone: (205) 755-5122
About Thorsby Drugs
Thorsby Drugs, Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ala. Case No.
21-32011) on Nov. 11, 2021, listing under $1 million in both assets
and liabilities. The Debtor tapped Anthony B. Bush, Esq., at The
Bush Law Firm, LLC as legal counsel and William C. McCay, CPA, PC
as accountant.
TLA TIMBER: Seeks to Tap Boyer Terry as Bankruptcy Counsel
----------------------------------------------------------
TLA Timber, LLC seeks approval from the U.S. Bankruptcy Court for
the Middle District of Georgia to employ Boyer Terry, LLC as its
legal counsel.
The firm's services include:
(a) advising the Debtor regarding its powers and duties in the
continued operation of its business and management of its
property;
(b) preparing legal papers;
(c) continuing existing litigation to which the Debtor may be
a party and conducting examinations incidental to the
administration of the Debtor's estate;
(d) taking necessary actions for the proper preservation and
administration of the estate;
(e) assisting the Debtor with the preparation and filing of a
statement of financial affairs, bankruptcy schedules and lists;
(f) taking whatever action is necessary with reference to the
use by the Debtor of its property pledged as collateral;
(g) asserting, as directed by the Debtor, claims that it may
have against others;
(h) assisting the Debtor in connection with claims for taxes
made by governmental units; and
(i) performing other necessary legal services for the Debtor.
The hourly rates of Boyer Terry's attorneys and staff are as
follows:
Attorneys $300 - $370 per hour
Research Assistants and Paralegals $100 per hour
The Debtor paid Boyer Terry a pre-bankruptcy advance deposit of
$3,750.
Wesley Boyer, Esq., an attorney at Boyer Terry, disclosed in a
court filing that his firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Wesley J. Boyer, Esq.
Boyer Terry LLC
348 Cotton Avenue, Suite 200
Macon, GA 31201
Telephone: (478) 742-6481
Email: Wes@BoyerTerry.com
About TLA Timber
TLA Timber, LLC, a Eaton, Ga.-based company that owns and operates
a logging business, filed a voluntary petition for Chapter 11
protection (Bankr. M.D. Ga. Case No. 21-51009) on Oct. 29, 2021. In
the petition signed by Ross Elmer Davis, managing member, the
Debtor disclosed up to $1 million in asset and up to $10 million in
liabilities.
Judge James P. Smith oversees the case.
Wesley J. Boyer, Esq., at Boyer Terry LLC is the Debtor's
bankruptcy counsel.
TTK RE ENTERPRISE: $175K Sale of Pleasantville Property Approved
----------------------------------------------------------------
Judge Jerrold N. Poslusny of the U.S. Bankruptcy Court for the
District of New Jersey authorized TTK RE Enterprise, LLC's sale of
the real property located at 17 Lake Place, in Pleasantville, New
Jersey 0823, to Hector M. Matute for the sum of $175,000 as set
forth in the Contract for Sale.
The sale is free and clear of any and all liens, security
interests, encumbrances and claims including, but not limited to,
tax sale certificate no. 20-00176 of Fig Cust FIGNJ19, LLC,
outstanding real estate taxes and municipal liens for outstanding
water and sewer charges as of the date of closing on the sale of
the Property, and any judgments appearing of record entered either
subsequent to the Petition Date and/or against non-debtor Emily K.
Vu and TTK RE Investments, LLC.
At the time of closing the proceeds of the sale of the Property
will be paid as follows:
a. Normal costs attendant with closing on the sale of the
Property including, but not limited to, the payment of all
outstanding tax sale certificate(s), real estate taxes and
municipal liens for outstanding water and sewer owed as of the date
of closing, subject to the approval of Corevest American Finance
Lender, LLC;
b. 5% of the Purchase Price ($8,750) commission to Century 21,
to be split equally with any participating broker in connection
with the sale of the Property; and
c. All remaining proceeds to Situs on account of its Secured
Claim secured by a mortgage against the Property.
The stay of the Order granting the Motion under Bankruptcy Rule
6004(h) is specifically waived for cause, and the closing may occur
immediately upon the entry of the Order.
After closing the proceeds of the sale of the Property will be paid
by wire transfer to Situs or as may be otherwise agreed by the
Title Company and Situs without further order of the Court and
applied as stated in the Situs loan documents.
A hearing on the Motion was held on Nov. 23, 2021, at 11:00 a.m.
About TTK RE Enterprise
TTK RE Enterprise LLC is a privately held company in Somers Point,
New Jersey. The Company is the 100% owner of 48 real estate
properties in New Jersey having a total current value of
$9,265,000.
TTK RE Enterprise sought Chapter 11 protection (Bankr. D.N.J. Case
No. 19-30460) on Oct. 29, 2019 in Camden, New Jersey. In the
petition signed by Emily K. Vu, president, the Debtor disclosed
total assets of $9,269,950, and total liabilities of $6,432,457.
Judge Jerrold N. Poslusny Jr. oversees the case. FLASTER
GREENBERG PC - CHERRY HILL is the Debtor's counsel.
TWO'S COMPANY: Wins Interim Cash Collateral Thru Dec 28
-------------------------------------------------------
Judge Catherine J. Furay of the U.S. Bankruptcy Court for the
Western District of Wisconsin has authorized Two's Company
Restaurant & Lounge, LLC to use cash collateral on an interim
basis, through and including the date of the final hearing on the
Debtor's cash collateral motion, on an interim basis.
The Debtor alleges that an immediate need exists for it to access
cash collateral to fund critical operations of its business.
The Debtor alleges that in order to continue operations and
preserve the value of the Debtor's assets, the Debtor requires the
use of Cash Collateral in accordance with the Order.
As adequate protection for the Debtor's use of cash collateral, the
Debtor's lenders and any other secured creditor are granted valid
and properly perfected liens on the Debtor's postpetition acquired
property that is of the same nature and character as each lender's
respective prepetition collateral, to the extent of any diminution
in value of the cash collateral and to the extent said lenders hold
valid liens as of the Petition Date.
The Adequate Protection Liens will be deemed automatically valid
and perfected upon entry of the Order.
The final hearing on the matter is set for December 28, 2021.
A copy of the interim order is available for free at
https://bit.ly/3ExiQXm from PacerMonitor.com.
About Two's Company Restaurant & Lounge
Two's Company Restaurant & Lounge, LLC operates a restaurant. The
Debtor filed a petition for Chapter 11 protection (Bankr. W.D.
Wisc. Case No. 21-12177) on Oct. 22, 2021, listing up to $500,000
in assets and up to $1 million in liabilities.
Judge Catherine J. Furay oversees the case.
The Debtor is represented by Goyke & Tillisch, LLP.
U.S. TOBACCO: Seeks Approval to Hire Omni as Claims Agent
---------------------------------------------------------
U.S. Tobacco Cooperative Inc. and its affiliates seek approval from
the U.S. Bankruptcy Court for the Eastern District of North
Carolina to employ Omni Agent Solutions as their claims, noticing
and balloting agent.
Omni will oversee the distribution of notices and will assist in
the maintenance, processing and docketing of proofs of claim filed
in the Chapter 11 cases of the Debtors.
The firm will be billed at hourly rates ranging from $35 to $175
for its services. The Debtors agree to reimburse the firm's
out-of-pocket expenses.
Omni may require an advance or direct payment from the Debtors of
an individual expense or a group of related expenses that are
expected to exceed $7,500.
Paul Deutch, the executive vice president of Omni Agent Solutions,
disclosed in court filings that his firm is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Brian K. Osborne
Omni Agent Solutions
5955 De Soto Avenue, Suite 100
Woodland Hills, CA 91367
Telephone: (818) 906-8300
Email: bosborne@omniagnt.com
About U.S. Tobacco Cooperative
U.S. Tobacco Cooperative Inc. produces U.S. flue-cured tobacco
grown by more than 500 member growers in Florida, Georgia, South
Carolina, North Carolina, and Virginia. Member-grown tobacco is
processed and sold as raw materials to cigarette manufacturers
worldwide.
U.S. Tobacco Cooperative and affiliates sought Chapter 11
protection (Bankr. E.D.N.C. Lead Case No. 21-01511) on July 7,
2021. In the petition signed by Keith H. Merrick, chief financial
officer, U.S. Tobacco Cooperative estimated assets of between $100
million and $500 million and estimated liabilities of between $100
million and $500 million.
Judge Joseph N. Callaway oversees the cases.
The Debtors tapped Hendren, Redwine & Malone, PLLC as bankruptcy
counsel, and McGuireWoods, LLP and Robinson, Bradshaw & Hinson,
P.A. as special counsel. BDO Consulting Group, LLC, SSG Advisors,
LLC and CliftonLarsonAllen serve as the Debtors' financial advisor,
investment banker and accountant, respectively.
VBI VACCINES: FDA OKs PreHevbrio to Prevent Hepatitis B in Adults
-----------------------------------------------------------------
VBI Vaccines Inc. announced that the U.S. Food and Drug
Administration (FDA) has approved PreHevbrio [Hepatitis B Vaccine
(Recombinant)] for the prevention of infection caused by all known
subtypes of hepatitis B virus (HBV) in adults age 18 years and
older. PreHevbrio contains the S, pre-S2, and pre-S1 HBV surface
antigens, and is the only approved 3-antigen HBV vaccine for adults
in the U.S.
"As we work to implement the ACIP's new universal hepatitis B
vaccine recommendation for all adults ages 19-59, as voted on in
November, we benefit from having more tools, including this newly
approved 3-antigen hepatitis B vaccine," said Chari Cohen, DrPH,
MPH, senior vice president of the Hepatitis B Foundation. "Having
more vaccine options will help us effectively expand vaccine
uptake, ensure more people are protected from hepatitis B
infection, and reach the 2030 goal of eliminating hepatitis B in
the U.S."
Jeff Baxter, VBI's President and CEO, commented: "We are proud to
announce the approval of PreHevbrio, VBI's first FDA-approved
vaccine. This is a substantial achievement that demonstrates the
VBI team's ability to progress vaccine candidates from the clinic
through to approval. This approval, however, is just the first
step in our mission to provide broad access to our vaccine and to
help strengthen the public health effort to put an end to adult HBV
infections. We would like to thank the study participants,
clinical site investigators, our employees, and all who contributed
to this achievement, and we look forward to working with public
health and advocacy organizations as we join the fight against
hepatitis B."
The approval of PreHevbrio was based on the results from two Phase
3 clinical studies, PROTECT and CONSTANT, data from which were
published, respectively, in The Lancet Infectious Diseases in May
2021 and The Journal of the American Medical Association Network
Open in October 2021. The pivotal studies compared PreHevbrio to
Engerix-B, a single-antigen HBV vaccine. Data from the PROTECT
study showed that PreHevbrio elicited higher rates of
seroprotection in all subjects age 18+ (91.4% vs. 76.5%), including
in adults age 45+ (89.4% vs. 73.1%). The integrated safety
analysis of both studies demonstrated good tolerability with no
unexpected reactogenicity. The most common adverse events in all
age groups were injection site pain and tenderness, myalgia, and
fatigue, all which generally resolved without intervention in 1-2
days.
VBI expects to make PreHevbrio available in the U.S. in the first
quarter of 2022, and has partnered with Syneos Health for the past
two years to ensure commercial readiness.
Outside of the U.S., VBI continues to support the European
Medicines Agency's (EMA) ongoing review of the marketing
authorization application for VBI's 3-antigen HBV vaccine. VBI
expects to complete regulatory submissions to the United Kingdom's
Medicines and Healthcare products Regulatory Agency (MHRA) and to
Health Canada in 2022.
Cambridge, Massachusetts-based VBI Vaccines Inc. --
http://www.vbivaccines.com-- is a biopharmaceutical company
driven
by immunology in the pursuit of powerful prevention and treatment
of disease. Through its innovative approach to virus-like
particles, including a proprietary enveloped VLP platform
technology, VBI develops vaccine candidates that mimic the natural
presentation of viruses, designed to elicit the innate power of the
human immune system. VBI is committed to targeting and overcoming
significant infectious diseases, including hepatitis B,
coronaviruses, and cytomegalovirus (CMV), as well as aggressive
cancers including glioblastoma (GBM). VBI is headquartered in
Cambridge, Massachusetts, with research operations in Ottawa,
Canada, and a research and manufacturing site in Rehovot, Israel.
VBI Vaccines reported a net loss of $46.23 million for the year
ended Dec. 31, 2020, compared to a net loss of $54.81 million for
the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company
had $224.23 million in total assets, $32.95 million in total
current liabilities, $31.14 million in total non-current
liabilities, and $160.14 million in total stockholders' equity.
VTV THERAPEUTICS: Chief Financial Officer Resigns
-------------------------------------------------
Rudy Howard resigned as chief financial officer and as an employee
of vTv Therapeutics Inc., effective as of Dec. 1, 2021.
In connection with his resignation, Mr. Howard did not express any
disagreement on any matter relating to vTv Therapeutics'
operations, policies or practices and he entered into an agreement
with the company. Pursuant to the resignation agreement, Mr.
Howard is entitled to a cash severance payment at a rate of
$325,000 per year payable in monthly or bi-weekly installments
through Dec. 31, 2022, a potential discretionary bonus for the year
ending Dec. 31, 2021 to be determined by the compensation committee
and continued medical coverage at the same cost as active employees
through Dec. 31, 2022.
In addition, Mr. Howard's outstanding options to acquire shares of
Class A common stock of the company that were scheduled to vest in
December 2021 vested in full as of the effective date, all vested
options will remain outstanding through the expiration of the
original term and the remainder of his options will be forfeited.
The payments under the resignation agreement are conditioned on a
release of claims by Mr. Howard in favor of the company as well as
his continued compliance with his post-employment restrictive
covenants.
About vTv Therapeutics
vTv Therapeutics Inc. is a clinical-stage biopharmaceutical company
focused on developing oral small molecule drug candidates. vTv has
a pipeline of clinical drug candidates led by programs for the
treatment of type 1 diabetes, Alzheimer's disease, and inflammatory
disorders. vTv's development partners are pursuing additional
indications in type 2 diabetes, chronic obstructive pulmonary
disease (COPD), and genetic mitochondrial diseases.
vTv Therapeutics reported a net loss attributable to common
shareholders of $8.50 million for the year ended Dec. 31, 2020,
compared to a net loss attributable to common shareholders of
$17.91 million for the year ended Dec. 31, 2019. As of Sept. 30,
2021, the Company has an accumulated deficit of $259.0 million as
well as a history of negative cash flows from operating activities.
WASHINGTON PRIME: Moody's Gives B3 CFR & Rates New Secured Debt B3
------------------------------------------------------------------
Moody's Investors Service assigned new ratings to Washington Prime
Group LLC ("WPG"), including a Corporate Family Rating of B3, a B3
on the $1,262 million 4-year senior secured debt, and a speculative
grade liquidity rating of SGL-4. The rating outlook is stable.
The proceed of the $1,262 million senior secured debt was used to
finance WPG's exit from its bankruptcy pursuant to the plan of
reorganization that was approved by the U.S. Bankruptcy Court for
the Southern District of Texas on October 21, 2021. Upon the
emergence, WPG became majority owned and controlled by SVPGlobal
("SVP"), while WPG continues to own and operate largely the same
portfolio of malls and shopping centers it had prior to the
reorganization.
The following ratings were assigned:
Issuer: Washington Prime Group LLC
Corporate Family Rating at B3
Senior Secured Debt Rating at B3
Speculative Grade Liquidity Rating at SGL-4
Outlook Action:
Issuer: Washington Prime Group LLC
Stable Outlook Assigned
RATINGS RATIONALE
WPG's B3 rating reflects an improved balance sheet, allowing the
Company to increase its focus on redevelopment and leasing
operations. The recapitalization removes WPG's near-term financing
risk, with no debt maturities until 2025 when its $1,262 million
senior secured debt contractually matures. This provides WPG with a
runway to execute its business plan of redeveloping former
department stores and transforming its properties into more vibrant
and active retail assets. However, WPG's key credit challenges are
a pro forma capital structure that is highly levered, a secured
funding strategy with a fully encumbered portfolio of properties
and high secured debt levels. Moody's is also concerned about WPG's
financial policies as it seeks returns on investment and an exit
strategy for SVP over the next few years. The private ownership
structure also limits transparency and WPG's capital markets
access.
SVP owns approximately 80% of WPG. WPG fully equitized its
unsecured bonds of approximately $721 million and issued $325
million equity rights offering fully backstopped by SVP. Proforma
Q3 2021, WPG's net debt + preferred to EBITDA was 8x on a TTM basis
and secured debt to gross assets was approximately 41.2%. The
company's proforma fixed charge coverage ratio was 1.9x on a TTM
basis and would likely improve modestly with earnings growth in
2022. All metrics include pro-rata share of joint ventures.
WPG's owns many weak malls. Its mall portfolio has low average
sales per square foot (approximately $400) with an occupancy rate
below 90% and negative leasing spreads. Moody's is concerned about
the long-term success of these centers although WPG has been
combatting these challenges through redevelopment, adding more
dining and experiential tenants to improve the mix at its centers.
However, risks remain as the company works to revitalize its weaker
malls. WPG's leverage and liquidity profile are more susceptible
than peers to decline, particularly when considering the operating
risks.
Positively, WPG's open air community centers are a key credit
strength as it provides WPG with more stable, higher quality cash
flows, offsetting challenges associated with a portion of its mall
portfolio. The open-air center platform also enhances the REIT's
leasing strategy, providing cross-tenancy opportunities with its
mall portfolio. Relative to the mall portfolio, the open-air's
portfolio occupancy rate is materially better with higher occupancy
rate and positive leasing spreads. When including the Company's
lifestyle centers in the portfolio, these properties contribute
over half of the total annual NOI.
The stable outlook reflects Moody's expectation that WPG will
steadily grow its core operating income, while improving the
quality of its portfolio from redevelopment. The outlook also
anticipates that net debt plus preferred to EBITDA ratio will
decline modestly from peak levels, over the course of 2022 and
settles well below 8.0x, while the Company has no liquidity
challenges.
WPG's SGL-4 liquidity rating reflects the company's weak liquidity
profile where WPG emerged from bankruptcy with its secured revolver
terminated, its portfolio of properties was entirely encumbered and
a modest liquidity balance of approximately $150 million,
comprising of approximately $100 million of cash and $50 million
capacity on its secured term loan facility. WPG will largely depend
on funds from operations and asset sales to fund its future
development needs.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings upgrade, although unlikely in the near-term, would require
WPG to have a strong liquidity position, as evidenced by material
growth in mall cash flows and its ability to comfortably fund
redevelopment and development capex without the reliance on
external funding or capital contribution from SVP. A rating upgrade
will also be predicated on positive growth in NOI, a net debt plus
preferred to EBITDA ratio approaching 7.0x and the maintenance of
fixed charge coverage above 2.5x. A reduction in secured debt
levels whereby WPG increases its unencumbered asset pool would also
be viewed positively.
WPG's ratings would be downgraded if its financial covenants'
cushion weakens, or its liquidity position erodes. Negative rating
pressure would also emerge if its net debt plus preferred to EBITDA
is sustained above 8.0x or there are signs of the weakening
operating metrics, including occupancy rate, core NOI growth and
leasing spreads. Ratings would also be downgraded for governance
concerns, including turnovers of key senior managers, lack of
financial transparency or WPG's failure to produce audited
financial statements on a timely basis.
Washington Prime Group LLC owns and operates a portfolio of retail
properties, including a mix of enclosed malls and open-air
community centers across the United States. At September 30, 2021,
it had 92 properties totaling 47 million square feet, of which 36
are enclosed malls.
The principal methodology used in these ratings was REITs and Other
Commercial Real Estate Firms Methodology published in July 2021.
WASHINGTON PRIME: S&P Assigns 'B' ICR, Stable Outlook
-----------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to U.S.
retail landlord Washington Prime Group LLC (WPG), reflecting a
healthier post-emergence balance sheet with about $1 billion less
debt and no near-term maturities.
S&P Global Ratings also assigned its 'B+' issue-level and '2'
recovery ratings, indicating its expectations for substantial
(70%-90%; rounded estimate: 85%) recovery in a hypothetical default
scenario, to Washington Prime Group's senior secured first-lien
term loan due in 2025.
S&P said, "The stable outlook reflects our expectation for mall
operating performance to remain under pressure from secular
headwinds, but to modestly improve over the next year as the retail
industry continues to recover from the lingering effects of the
COVID-19 pandemic.
"We expect WPG's small to midsize operating portfolio to remain
largely unchanged over the next several years. Washington Prime
Group owns and operates a $5.5 billion portfolio of on an
undepreciated basis. The company's portfolio includes 92 properties
totaling 47 million square feet, with a relatively equally
weighting of enclosed malls and open-air centers, located across
the U.S., with some concentration in Florida and Texas. The company
has meaningful exposure to shopping malls (half of portfolio
annualized base rents), an asset class experiencing persistent
secular headwinds as consumers shift toward more e-commerce
spending and favor open-air shopping or more experiential centers.
WPG's properties are predominantly located in secondary and
tertiary markets where demographics, including median household
income and population density, tend to be weaker relative to those
located in primary or gateway markets where malls tend to
outperform (given the higher median household income and population
density in these areas). We do not expect the company's scale to
increase over the next several years as WPG focuses its efforts on
stabilizing its enclosed mall portfolio, which accounts for
approximately half of net operating income (NOI). The stabilized
portfolio of open-air center portfolios generates modest NOI
growth, which helps partially offset some disruption from the
enclosed mall assets, and given this, we do not expect the company
will dispose of these assets in the short term, although this could
occur over the medium term.
"The stable outlook reflects our expectation for WPG's operating
performance to improve modestly over the next year from increased
occupancy of its enclosed mall portfolio while maintaining current
occupancy within its open-air portfolio. We anticipate leasing
spreads for enclosed malls to remain pressured over the next year,
especially as the company looks to retain occupancy with minimal
incremental capital expenditures to invest in properties. The
outlook also incorporates our expectation for minimal acquisitions
or asset sales over the next year, and for WPG to remain prudent
with use of free cash flow to meet covenants, with incoming cash
flows to ensure fixed-charge coverage ratio of 1.5x-2x and debt to
EBITDA of 7x-8x over the next year or two."
S&P could lower the rating for Washington Prime Group if:
-- Operating performance declines, particularly within its
enclosed mall portfolio, from tenant bankruptcies or store
closures, which could result in deterioration to its liquidity
assessment, business prospects, and credit protection measures; or
-- The company has difficulty executing on its planned asset sales
or transitioning noncore assets back to their respective servicers
over the next 12-18 months;
-- WPG disposes of open-air center assets, such that it changes
S&P's view of the company's business prospects.
-- Fixed-charge coverage does not improve and remains below 1.3x.
While highly unlikely over the next one to two years, S&P could
increase its rating on Washington Prime Group if operating and
financial performance improves such that NOI demonstrates
consistent growth in the low-single-digit percents, supported by
improved occupancy levels and positive leasing spreads.
WATSONVILLE HOSPITAL: Case Summary & 35 Top Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Watsonville Hospital Corporation
75 Nielson Street
Watsonville, CA 95076
Business Description: The Debtors operate Watsonville Community
Hospital, a 106-bed acute care facility
located in Watsonville, California. As the
only acute care facility in the area, the
Hospital provides vital services to its
surrounding community, including emergency,
cardiac, pediatric, surgical,
pharmaceutical, laboratory, radiological,
and other critical services.
Chapter 11 Petition Date: December 5, 2021
Court: United States Bankruptcy Court
Northern District of California
Four affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Watsonville Hospital Corporation 21-51477
Watsonville Healthcare Management, LLC 21-51478
Watsonville Hospital Holdings, Inc. 21-51479
Halsen Healthcare, Inc. 21-51480
Judge: Hon. Elaine M. Hammond
Debtors' Counsel: Debra I. Grassgreen, Esq.
Maxim B. Litvak, Esq.
Steven W. Golden, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
One Market Street
Spear Tower, 40th Floor
San Francisco, CA 94105-1020
Tel: 415-263-7000
Fax: 415-263-7010
Email: dgrassgreen@pszjlaw.com
mlitvak@pszjlaw.com
sgolden@pszjlaw.com
Debtors'
Chief
Restructuring
Officer: Jeremy Rosenthal
FORCE TEN PARTNERS, LLC
Debtors'
Investment
Banker: COWEN AND COMPANY, LLC
Debtors'
Claims,
Noticing, &
Solicitation
Agent and
Administrative
Advisor: BANKRUPTCY MANAGEMENT SOLUTIONS, INC.
DBA STRETTO
Watsonville Hospital Corporation's
Estimated Assets: $10 million to $50 million
Watsonville Hospital Corporation's
Estimated Liabilities: $10 million to $50 million
The petitions were signed by Jeremy Rosenthal as chief
restructuring officer.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/F2GKLRQ/Watsonville_Hospital_Corporation__canbke-21-51477__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/KK6Y3HQ/Watsonville_Healthcare_Management__canbke-21-51478__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/KQL75DY/Watsonville_Hospital_Holdings__canbke-21-51479__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/KZNYLNA/Halsen_Healthcare_LLC__canbke-21-51480__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 35 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. California Nurses Employee Unliquidated
Association Obligations
155 Grand Avenue
Oakland, CA 94612
Tel: 510-663-1625
Email: exeoffice@calnurses.org
2. California Technical Employee Unliquidated
Employees' Coalition Obligations
146 Carissara Dr.
Watsonville, CA 95076
Email: hello@techworkers.org
3. Service Employees Employee Unliquidated
International Union Obligations
United Healthcare Workers
PO Box 45218
San Francisco, CA 94145
Bruce Harland
Fax: 510-763-2680
Email: bharland@unioncounsel.net
4. General Teamsters Local 912 Employee Unliquidated
22 East Fifth Avenue Obligations
Watsonville, CA 95076
Steven Lua
Email: slua@teamsers853.org
5. Meritain Health Inc. Employee Unliquidated
300 Corporate Parkway Obligations
Suite 100S
Amherst, NY 14266-1272
Tel: 716-319-5500
Email: service@meritain.com
6. Principal Financial Group Employee Unliquidated
PO Box 9394 Obligations
Des Moine, IA 50306-9394
Tel: 800-986-3343
Fax: 800-255-6609
7. QHCCS, LLC Retirement Employee Unliquidated
Committee Obligations
PO Box 5009
1573 Mallory Lane
Bretwood, TN 37027
Email: cbrown@qhcus.com
8. Health Trust Trade Debt $2,908,135
Workforce Solutions, LLC
PO Box 742697
Atlanta, GA 30374-2697
Jeffrey Greenlund
Tel: (800) 737-8661
Email: jeffrey.greenlund@healthcrustws.com
9. Guidehouse Managed Trade Debt $1,334,159
Services Inc.
4511 Paysphere Circle
Chicago, IL 60674
Tel: 312-276-8658
10. Pacific Gas & Electric Utilities $1,068,876
Box 997300
Sacramento, CA 95899-7300
Tel: (800) 743-5000
Email: KLD@pge.com
11. Lucile Packard Children Trade Debt $929,508
Hosptl
c/o Johnson Center
725 Welch Road MC 5553
Palo Alto, CA 94304
Tel: (650) 736-1967
Fax: 800-308-3285
12. Emergency Medical Trade Debt $788,914
Services Authority
Attn: Rick Trussell
10901 Gold Center Dr #400
Rancho Cordova, CA 95670
Rick Trussell
Tel: (916) 322-4336
Email: rick.trussell@emsa.ca.gov
13. Firm Revenue Cycle Trade Debt $557,251
Management
5590 South Fort Apache Road
Las Vegas, NV 89148
Mary
Fax: 702-666-0347
Email: mary@firmrcm.com
14. Stryker Orthopaedics Trade Debt $529,902
Box 93213
Chicago, IL 60673
Tel: (800) 934-2463
Email: ARInquiries@stryker.com
15. ASD Healthcare Trade Debt $474,760
27550 Network Place
Chicago, IL 60673
A. Satozabel
Tel: (877) 654-7801
Email: ZSatizabal@amerisourcebergen.com
16. Heroic Security, LLC Trade Debt $394,972
1881 W Traverse Pkwy
Ste E
Lehi, UT 84043
Chad
Tel: (801) 358-5536
Email: chad@heroic.com
17. The Permanente Medical Trade Debt $373,000
Group
Attn: Brenda Solis
275 Hospital Parkway,
Suite 660
San Jose, CA 95119
Efren Rosas
Tel: (408) 972-7000
Email: efren.rosas@kp.org
18. MedHost Trade Debt $361,158
2739 Momentum Place
Chicago, IL 60689-5327
Tara Mauldin
Fax: 615-761-1705
Email: Tara.Mauldin@medhost.com
19. Rehab Practice Trade Debt $300,965
Management
9364 Ansley Lane
Brentwood, TN 37027-3312
Bill Allen
Tel: (877) 776-8226
Email: bill.allen@rpmrehab.com
20. Total Renal Care, Inc. Trade Debt $263,748
PO Box 781607
Philadelphia, PA 19178-1607
Charyl Tarrant
Email: Cheryl.Tarrant@davita.com
21. Cardinal Health Sacto Trade Debt $257,694
Bank of America
Attn: Lockbox 402605
College Park, GA 30349
Varij Gupta
Tel: (614) 822-4404
Email: varij.gupta@cardinalhealth.com
22. Healthnow Administrative SERV Trade Debt $255,228
PO Box 70868-P
Philadelphia, PA 19176
Janet Baker
Tel: (215) 773-3714
Email: Janet.Baker@HNAS.com
23. Cardinal Health Trade Debt $233,626
P.O. Box 100316
Pasadena, CA 91189-0316
Himanshu Maheshwari
Tel: 614-652-7855
Email: himanshu.maheshwari@ca
rdinalhealth.com
24. Dominican Hospital Trade Debt $215,152
Finance Department
1555 Soquel Drive
Santa Cruz, CA 95065
Kyle Middleton
Tel: (831) 462-7875
Email: kyle.middleton@commonspirit.org
25. 3M Health Information System Trade Debt $190,882
Dept 0881
PO Box 120881
Dallas, TX 75312
T. Brandes
Email: tbrandes@mmm.com
26. Intuitive Surgical, Inc. Trade Debt $176,115
Dept 33629
PO Box 39000
San Francisco, CA 94145
Email: accountspayable@intusurg.com
27. Peritus Advisors Trade Debt $171,618
22431 Antonio Parkway
Ste 8160-675
Rancho Santa Margarita,
CA 92688
Ravi Sharma
Email: ravisharma@peritusadvisors.com
28. Carefusion Solutions LLC Trade Debt $147,015
25082 Network Place
Chicago, IL 60673-1250
Tel: 800-438-6789
George May
Email: George.mayo@bd.com
29. ADP, LLC Trade Debt $126,129
PO Box 31001-1874
Pasadena, CA 91110
Charles Gardner
Email: Charles.gardner@adp.com
30. Carrier Corporation Trade Debt $117,076
PO Box 93884
Chicago, IL 60673-3844
Kimberly Pound
Email: Kimberly.pounds@carrier.com
31. Para Healthcare Trade Debt $116,850
Analytics, LLC
2500 Westfield Drive
Suite 300
Elgin, IL 60124
G. Langford
Email: glandford@para-hcfs.com
32. Allied Universal Company Trade Debt $105,482
PO Box 828854
Philadelphia, PA 19182
Tel: 408-364-1110
Fax: 484-351-1945
33. CR Bard Access Trade Debt $92,283
PO Box 75767
Charlotte, NC 28275
Tel: 800-545-0890
Jose Colina
Email: jose.colina@bd.com
34. American Red Cross Trade Debt $91,458
Blood Services
PO Box 100805
Pasadena, CA 91189-0805
Tel: 888-316-4685
Email: support@redcrosstraining.org
35. Hospital Counsel Trade Debt $91,228
of Norther & Central
California
515 South Figueroa Street
13th Floor
Los Angeles, CA 90067
K. Gostowski
Tel: 925-552-7653
Email: kgostowski@hasc.org
WILLIE L. STEPHENS: $225.7K Sale of Practice & Goodwill Assets OK'd
-------------------------------------------------------------------
Judge Frank J. Bailey of the U.S. Bankruptcy Court for the District
of Massachusetts authorized Willie L. Stephens, DDS, PC's sale of
the following assets:
a. practice assets, consisting of the physical assets used in
connection with the oral and maxillofacial surgery practice, to
Western Mass. Endodontics, P.C. and Affinity Dental Management.,
Inc. in the amount of $61,200; and
b. Goodwill Assets Wellesley Oral Surgery and Implant Center,
PLLC for $164,501.
A telephonic hearing was held on Nov. 23, 2021.
The sale is free and clear of all liens, claims, encumbrances and
interests, with liens to attach to the proceeds.
The Order constitutes a final order within the meaning of 28 U.S.C.
Section 158(a). Notwithstanding any provision in the Bankruptcy
Rules to the contrary, the Court expressly finds there is no reason
for delay in the implementation of the Order and, accordingly: (i)
the terms of the Order will be immediately effective and
enforceable upon its entry; (ii) the Debtor is not subject to any
stay in the implementation, enforcement or realization of the
relief granted in this order; and (iii) the Debtor may, in its
discretion and without further delay, take any action and perform
any act authorized under the order.
The Closing will take place and payment of the purchase price by
the Purchasers will be tendered to Nina M. Parker, the Counsel to
the Debtor, not more than three business days following entry of
the Order approving the sale and as set forth in the Asset Purchase
Agreements unless otherwise agreed to by the parties.
About Willie L. Stephens DDS PC
Willie L. Stephens, DDS, PC, a Wellesley, Mass.-based company that
offers oral surgery dental procedures, filed its voluntary
petition
for Chapter 11 protection (Bankr. D. Mass. Case No. 21-11591) on
Nov. 1, 2021, listing $602,177 in total assets and $1,202,578 in
total liabilities. Willie L. Stephen, president, signed the
petition. Judge Frank J. Bailey oversees the case. Parker Law
serves as the Debtor's legal counsel.
[*] King & Spalding Promotes 32 New Partners, 16 Counsel
--------------------------------------------------------
King & Spalding on Dec. 2 disclosed that it has named 32 new
partners. The partner elections span 13 locations (Atlanta, Austin,
Charlotte, Chicago, Dubai, Houston, Los Angeles, New York, Northern
Virginia, Sacramento, San Francisco, Singapore, and Washington,
D.C.).
"It is a privilege to welcome these exceptional lawyers to the
partnership, each of whom has sophisticated legal skills that are
in high demand by our clients. As a group, they underscore the
depth, diversity and dedication of our lawyers," said Robert D.
Hays, Jr., chairman of King & Spalding.
The following lawyers will be partners effective Jan. 1, 2022:
Julia Barrett (Austin) represents large businesses and corporations
in complex commercial disputes in state and federal courts around
the country, including in Delaware Chancery Court. She has
represented clients in a wide variety of matters, including class
actions, corporate and business disputes, and privacy and security
matters.
Amy Boring (Atlanta) focuses her practice on white-collar criminal
defense, internal corporate investigations, complex civil
litigation, crisis management, and compliance counseling. She is a
Certified Compliance & Ethics Professional (CCEP).
Matthew Bush (New York) focuses on high-stakes civil litigation,
devising case strategy and handling all stages of the most complex
matters from initial filing, to trial, to appeal.
Randy Butterfield (Atlanta) concentrates his practice on
environmental, toxic tort, and emergency incident response matters.
He has handled numerous individual, mass joinder, and class action
cases, both at the trial and appellate levels.
Danielle Chattin (Atlanta) defends clients in high-stakes,
sophisticated cases-often class actions-brought in federal courts
across the country, with a particular focus on cases that require
specialized expertise in complex subject matter, like ERISA and
antitrust laws.
Chelsea Corey (Charlotte) focuses primarily on complex commercial,
bankruptcy, and securities litigation matters.
Zachary Davis (Atlanta) represents issuers and underwriters in a
variety of capital markets activities in the U.S. and abroad. He
also advises a number of public companies in connection with SEC
reporting, governance issues and M&A transactions.
Martin Eid (New York) is a lawyer in the specialty finance and
leveraged finance practices, advising on securitization, debt
capital markets, private placements and structured finance lending
transactions.
Dev Ghose (New York) focuses on debt financings, particularly in
the area of private credit investing and leveraged finance.
Kyle Gotchy (Sacramento) works with hospitals, health systems,
medical groups, and related businesses in connection with
regulatory matters, operational issues, revenue cycle practices,
transactions, investigations, and enforcement proceedings.
TaCara Harris (Atlanta) represents clients in the pharmaceutical,
medical device, and consumer products industries in nationwide
product liability, mass tort, and personal injury litigation.
Kevin Hynes (New York) advises on all stages of litigation by
industry-leading clients in the manufacturing, technology, and
financial sectors, with a focus on complex, multi-party disputes,
including mass torts and class actions.
Benjamin Jones (San Francisco) focuses his practice on the
arbitration of international disputes in the energy, construction,
technology, and finance sectors.
Aleksandra Kopec (Charlotte) represents financial institutions,
lenders and borrowers in leveraged finance, fund finance
transactions, acquisition financings, first and second lien
financings, cross-border facilities, syndicated credit facilities,
cash flow and asset-backed financings and other secured and
unsecured lending transactions.
Jamie Lang (Los Angeles) focuses on white-collar litigation for
companies and individuals, including advising and representing
clients in internal investigations, criminal and regulatory
enforcement matters and related complex litigation.
Tim Lee (Atlanta) focuses on contract disputes, business torts, and
class actions, with particular expertise in litigating contract
termination and force majeure disputes and defending clients in
class actions asserting consumer fraud, RICO, and Medicare
Secondary Payer Act claims.
Kevin E. Manz (New York) advises clients on public and private
offerings of both equity and debt securities, including IPOs,
Special Purchase Acquisition Company transactions, secondary
offerings, liability management transactions and securities issued
in connection with mergers and acquisitions.
Suzanne Nero (San Francisco) focuses on complex commercial
litigation with a focus on antitrust and class actions. She has
represented numerous Fortune 500 companies in an array of
commercial disputes in both state and federal court.
Brett Nizzo (New York) is a commercial real estate finance lawyer,
representing traditional and alternative lenders and agents in a
broad range of commercial real estate transactions, including
construction, development and permanent financing projects.
Macky O'Sullivan (Dubai) advises clients on investment funds and
venture capital matters, including capital raising transactions,
seed rounds and corporate venture financings, as well as the
formation of and investment in conventional and Shari'ah-compliant
investment funds.
Fernando Rodriguez-Cortina (Houston) focuses on commercial and
investor-state arbitration, covering disputes relating to private
and public international law issues, bilateral investment treaties,
breach of contract, and mergers and acquisitions, under the ICC,
ICSID and UNCITRAL Arbitration Rules.
Gregory Ruehlmann (Atlanta) concentrates his practice on
product-liability, mass-tort, and class action litigation,
including representing clients in the medical-device, automotive,
pharmaceutical, and consumer-product sectors at all stages of
litigation.
Peter Schmidt (Washington, D.C.) focuses on the finance, media, and
technology industries, advising and representing client in patent,
copyright, trade secret, trademark, business tort, and contract
dispute matters.
Jennifer Schramm (New York) is a mass tort litigator who counsels
companies facing high profile product liability litigation. She
specializes in the portfolio management of mass litigation and
strategic resolution of large-scale matters.
Mark Sentenac (Atlanta) represents pharmaceutical and medical
device manufacturers in complex products liability litigation
throughout the U.S., including in federal multidistrict litigation
and state coordinated proceedings.
Anisha Sud (Singapore) practices international arbitration,
focusing on the energy sector and international commercial and
investment disputes involving long-term foreign investments,
multi-party joint ventures, and government entities.
Lindsay Thomas (Northern Virginia) is a corporate transactional
lawyer who focuses on mergers and acquisitions, divestitures,
venture capital and debt financings, and general corporate and
corporate governance matters.
Ariana Wallizada (Washington, D.C.) represents clients on a wide
range of complex tax planning, regulatory, and controversy matters
spanning a variety of industries including energy, natural
resources, healthcare, finance, technology, telecommunications,
real estate, industrial and transportation.
Kathryn Weiss (New York) represents financial institutions,
lenders, underwriters, sponsors and borrowers in structured finance
and other secured and unsecured lending transactions.
Chris Yook (Washington, D.C.) represents clients in actions pursued
by antitrust enforcement agencies and in complex litigation,
including some of the largest class actions.
Jared Zajac (Charlotte) represents financial institutions,
investment funds, lenders, and borrowers in leveraged finance,
acquisition financings, first and second lien financings,
syndicated credit facilities, and debtor-in-possession financings.
Julia Zousmer (Chicago) defends companies in complex product
liability and mass tort litigation. She has a broad range of
experience at every stage of the litigation process and has played
an active role on several successful trial teams in high-stakes
jury trials.
The following lawyers will be counsel effective Jan. 1, 2022. They
represent eight offices (Atlanta, Chicago, Frankfurt, Los Angeles,
London, New York, Paris, and Washington, D.C.), and have made
significant contributions to clients and the firm.
Cueneyt Andac (Frankfurt) focuses on providing tailored advice to
the real estate fund industry by structuring open-ended and
closed-ended real estate investment funds in both the special and
public fund sectors, international and German real estate
transactions, and regulatory law.
Anne Atlan (Paris) focuses on corporate and business law,
intellectual property, unfair and parasitic competition, commercial
leases and contracts, defective products and consumer goods,
construction and insurance law.
Agnes Bizard (Paris) is an international arbitration lawyer. Her
practice focuses on investment, commercial and construction
disputes, especially in the sectors of infrastructure,
manufacturing and energy.
Steven Blau (New York) advises U.S. financial institutions, private
funds, and non-regulated market participants on the core areas of
U.S. regulatory concern, in particular broker-dealer regulation and
Investment Advisers Act considerations, while also covering state
licensing, commodities, and bank regulatory issues.
Tanya Canup (Atlanta) advises companies on developing and updating
policies that will reduce the amount of data company stores. She
specializes in helping companies preserve and collect relevant
information during the discovery portion of complex crisis or
"bet-the-business" litigation in order to prevent sanctions.
Nora Djeraba (Paris) is a transactional lawyer, advising
international clients on a broad range of corporate and general
commercial matters (including in particular oil and gas), with a
specific geographic coverage of North Africa and France.
Luke Fields (Washington, D.C.) advises clients involved in life
sciences-related investigations and debarment/exclusion matters.
Keiko Hayakawa (New York) advises on private equity transactions of
all kinds, including full acquisitions on both the buy side and the
sell side as well as investments of varying sizes.
David Hudson (New York) focuses on the representation of private
equity, non-U.S. and other institutional investors in structuring
and managing real estate equity and debt investments through the
formation of funds, partnerships and joint ventures, and the
acquisition and disposition of these assets.
Kent Jordan (Atlanta) focuses on ensuring clients are prepared to
respond to a cybersecurity incident by partnering with them to
develop mature incident response plans and legal playbooks, while
also developing and facilitating tabletop exercises to test these
plans and playbooks.
Elisabeth Kohoutek (Frankfurt) advises companies in the Life
Sciences sectors in complex regulatory matters and represents
clients in litigation and business transactions.
Josh Mitchell (Washington D.C.) is an appellate specialist with
expertise in class-action litigation, complex intellectual-property
disputes, and consumer products litigation.
Sebastian Müller (Frankfurt) is a dispute resolution lawyer with a
focus on cross-border matters. He represents clients in both
international and domestic arbitration proceedings and before
German state courts.
Jarred Reiling (Chicago) focuses on FDA regulatory compliance and
related litigation, with an expertise in tobacco products and
cannabis, and also including pharmaceuticals, medical devices, and
cosmetics. He also practices in matters relating to fraud and
abuse, healthcare, products liability, and Congressional
investigations.
Jonathan Shin (Los Angeles) represents a variety of healthcare
providers in a variety of litigation matters, from disputes in
trial and arbitration to responding to government investigations.
Jenni Weaver (London) leads the Discovery Center's international
practice out of the London office, advising clients on global
eDiscovery strategy and technology best practices, including data
mapping, IT system restructuring, preservation and retention policy
implementation, and document collections and review.
About King & Spalding
Celebrating more than 130 years of service, King & Spalding --
http://www.kslaw.com/-- is an international law firm that
represents a broad array of clients, including half of the Fortune
Global 100, with more than 1,200 lawyers in 22 offices in the
United States, Europe, the Middle East and Asia. The firm has
handled matters in over 160 countries on six continents and is
consistently recognized for the results it obtains, uncompromising
commitment to quality, and dedication to understanding the business
and culture of its clients.
[*] New Bankruptcy Rules Take Effect on Dec. 1, 2021
----------------------------------------------------
Mondaw reports that a few changes to the Federal Rules of
Bankruptcy Procedure became effective on Dec. 1, 2021. The most
noteworthy change relates to Bankruptcy Rule 9036, which addresses
notice and service by electronic transmission.
Bankruptcy Rule 2005 - Bankruptcy Rule 2005 generally deals with
the apprehension and removal of a debtor to compel attendance at an
examination regarding the administration of the bankruptcy estate.
Upon motion of a party in interest supported by an affidavit
regarding the necessity of the examination and the risk of the
debtor's flight, the court may issue to the marshal or another
officer of the court an order to bring the debtor before the court
without unnecessary delay. The amendment to Bankruptcy Rule 2005(c)
fixes a technical error related to the conditions of release of the
debtor. The technical error arose in connection with the repeal and
replacement of certain provisions under the Bail Reform Act of
1984, and the new reference to 28 U.S.C. § 3142 now properly
tracks the conditions for release and gives the court discretion to
consider only the "relevant" provisions of that section.
Next Steps – Although this rule is not frequently invoked,
clients will benefit from the reminder that a debtor may be
compelled to appear at an examination as a potential step in cases
where the bankruptcy estate is not administered properly.
Bankruptcy Rule 3007 – Bankruptcy Rule 3007 covers the procedure
for objecting to claims, and Bankruptcy Rule 3007(a) addresses the
timing and manner of service of such objections. The amendment to
Bankruptcy Rule 3007(a)(2)(A)(ii) clarifies that the specialized
service requirements of Bankruptcy Rule 7004(h) apply only to
insured depository institutions as defined in Section 3 of the
Federal Deposit Insurance Act. In other words, institutions insured
by the Federal Deposit Insurance Corporation are covered by
Bankruptcy Rule 7004(h), which generally requires service by
certified mail addressed to an officer of the institution, subject
to limited exceptions. Institutions not insured by the FDIC, such
as credit unions, may be served by first-class mail sent to the
person designated for receipt of notice on the proof of claim.
Next Steps – Clients that are not insured by the FDIC should
amend their policies and procedures as necessary to actively
monitor for service of claim objections so that they are received
in time to take necessary action to protect their claims.
Bankruptcy Rule 7007.1 – Bankruptcy Rule 7007.1 applies in
adversary proceedings and generally deals with the requirement that
a party file a disclosure listing the party's parent corporation,
if any, and publicly held corporations owning 10% or more of the
party's stock. The rule is used to assist the court in determining
whether the assigned judge should be disqualified under Canon
3C(1)(c) of the Code of Conduct of United States Judges. The
amendment makes clear that the Bankruptcy Rule 7007.1 applies to
non-governmental corporations and also provides for supplementation
of the notice when the information required by the rule changes.
Next Steps – Corporate clients should be sure to file a Rule
7007.1 disclosure at the beginning of an adversary proceeding as
applicable. Clients should also be sure to check the bankruptcy
court’s local rules, as some courts expand Rule 7007.1 to require
non-corporate entities, such as limited liability companies, to
file Rule 7007.1 disclosures.
Bankruptcy Rule 9036 – Bankruptcy Rule 9036 addresses notice and
service by electronic transmission. When the bankruptcy rules
require or permit sending a notice or serving a paper, Bankruptcy
Rule 9036 provides for certain documents to be served
electronically. The amendments to Bankruptcy Rule 9036 are designed
to deal with high-volume paper- notice recipients. The clerk is now
allowed to send notice or serve registered users by using CM/ECF
(the court's electronic-filing system) and also may serve any
recipient by electronic means if the recipient had consented to
such electronic notice in writing, subject to certain exceptions.
The amended rule further clarifies that electronic notice or
service is complete upon sending and that it is the recipient’s
responsibility to keep its electronic address current with the
clerk.
Next Steps – Clients that are high-volume recipients, such as
those that regularly appear as creditors in consumer bankruptcy
cases, should amend their policies and procedures as necessary to
actively monitor their electronic addresses to ensure they receive
notices in time to take any necessary action. Clients should also
ensure that the electronic addresses registered with each
bankruptcy court are active and correct.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2021. All rights reserved. ISSN: 1520-9474.
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*** End of Transmission ***