/raid1/www/Hosts/bankrupt/TCR_Public/211216.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, December 16, 2021, Vol. 25, No. 349
Headlines
1106 MONTELLO: Unsecureds to Recover Up to 80% in Subchapter V Plan
1604 ISHERWOOD: Taps Johnson Law Group as Bankruptcy Counsel
8 QUAKER ROAD: Unsecured Creditor HBI's Recovery Lowered to 9.11%
96 WYTHE: Court Approves Disclosure Statement
ABDOUN ESTATE: Suit vs. Abdulnoor Remanded to State Court
ALPHA METALLURGICAL: S&P Raises ICR to 'B-' on Improved Liquidity
ARCHBISHOP OF AGANA: Taps Deloitte & Touche as Accountant
ARCHES BUYER: Moody's Rates New $250MM Secured Notes Add-on 'B1'
ASSURE HOLDING: Case Summary & 2 Unsecured Creditors
ASSURE UNDERWRITING: Case Summary & Unsecured Creditor
AYTU BIOPHARMA: FDA Clears IND Application for AR101/Enzastaurin
BLACKBRUSH OIL: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR
BLUEAVOCADO CO: Gets OK to Hire RayBattaglia as Bankruptcy Counsel
BLUESTONE GROUP: Taps Cohen Baldinger & Greenfeld as Legal Counsel
BOY SCOUTS: Bauer Law Firm Represents Unsecured Claimant
BOY SCOUTS: Brown LLC Represents Unsecured Claimants
BOY SCOUTS: Some Abuse Victims Oppose $800-Mil. Insurance Deal
BRAZOS ELECTRIC: Seeks to Hire J.P. Morgan as Investment Banker
CHUZA OIL: Sattari's Bid to Set Aside Default Judgment Denied
CLEANSPARK INC: Incurs $21.8 Million Net Loss in FY Ended Sept. 30
COCHRANE ANESTHESIA: Gets Cash Collateral Access Thru Dec 23
COROTOMAN INC: Appeal from Northgate Property Tax Deed Order Nixed
CYPRUS MINES: FCR Seeks to Hire Archer & Greiner as N.J. Counsel
DAME CONTRACTING: Wins Cash Collateral Access Thru Feb 2022
DEFOOR CENTRE: Rule 2004 Discovery Bid Against Newtek Denied
DIOCESE OF ROCKVILLE: FCR Taps Joseph Hage Aaronson as Counsel
DLJJ & ASSOCIATES: Case Summary & 2 Unsecured Creditors
EAST PENN CHILDREN'S: Creditors to be Paid in Full in Plan
FABMETALS INC: Taps Bryan Harvey of Thompson as Expert Witness
FAIR ISAAC: S&P Affirms 'BB+' Issuer Credit Rating, Outlook Stable
FORD MOTOR: DBRS Finalizes BB(high) Rating, Trend Stable
GCP APPLIED: Moody's Affirms Ba3 CFR & Alters Outlook to Positive
GETTY IMAGES: CC Neuberger Transaction No Impact on Moody's B3 CFR
GETTY IMAGES: S&P Places 'B-' ICR on CreditWatch Positive
GIRARDI & KEESE: Edelson PC Faces Grilling at Contempt Hearing
GLOBAL CARIBBEAN: Seeks to Hire Berkowitz as Accountant
GLOBAL ENERGY: Wins Cash Collateral Access Thru Dec 27
GOMEZ HEATING: Unsecureds Will Get 100% of Claims in 60 Months
GRUPO AEROMEXICO: Amends Tranche 2 DIP Lender Claims Pay Details
GTT COMMUNICATIONS: Gets OK to Hire KPMG as Tax Service Provider
GTT COMMUNICATIONS: Taps CohnReznick as Independent Auditor
GTT COMMUNICATIONS: Taps Kelley Drye & Warren as Special Counsel
GTT COMMUNICATIONS: Wins Final Cash Collateral Access
HARTE GOLD: Gets CCAA Initial Stay Order
HNA GROUP CO: Bankruptcy Filing Upheld Over Co-Owner Protest
HOBO PROPERTIES: Case Summary & 2 Unsecured Creditors
HOME REALTY: Trustee Taps Millard Ray Archer as Real Estate Agent
ICAN BENEFIT: Wins Cash Collateral Access on Final Basis
INTELSAT SA: Judge Keith L. Phillips Pauses Va. Ch. 11 Mediation
INTERIM HEALTHCARE: Trustee Taps Cliff Dyer as Accountant
INTERNATIONAL EXPEDITED: Taps Mickler & Mickler as Legal Counsel
INTERNATIONAL EXPEDITED: Unsecureds Will Get 100% in 36 Months
ION GEOPHYSICAL: Regains Compliance With NYSE Listing Standards
JAZZ ACQUISITION: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR
JOHNSON & JOHNSON: Justices Won't Hear Miss AG Talc Trial Challenge
JSM CONSULTING: Seeks to Hire Bederson LLP as Expert Witness
JSM CONSULTING: Seeks to Hire Sean Raquet CPA as Accountant
KLAUSNER LUMBER: $83.4M Sale to Binderholz to Fund Plan
KOSSOFF PLLC: Mitchell Pleads Guilty for Stealing $14.6M
LA CASA CANAVERAL: Voluntary Chapter 11 Case Summary
MALLINCKRODT PLC: Litigant Group Withdraws Claims From Bankruptcy
MAUI MEADOWS: Case Summary & Unsecured Creditor
MENAHGA, MN: S&P Lowers GO Debt Rating to 'BB+', On Watch Negative
NATIONAL CARGO: Seeks to Hire Preeti Gupta as Bankruptcy Attorney
OCEAN POWER: Appoints Robert Powers as CFO, Senior VP
OCEAN POWER: Incurs $5.2 Million Net Loss in Second Quarter
OTSO GOLD: To Restructure Under CCAA Proceedings
PARKLAND CORPORATION: DBRS Assigns BB Rating, Trend Stable
PETROLIA ENERGY: Incurs $4.3 Million Net Loss in Q3 2020
PG&E CORP: Appeal in Housing Dept. Claim Dispute Dismissed
POST HOLDINGS: Moody's Rates New Sr. Unsecured Notes Add-on 'B2'
PREMIER BRANDS: S&P Affirms 'CCC' ICR, Outlook Negative
REDWOOD EMPIRE: Files Amendment to Disclosure Statement
RENNOVA HEALTH: Big South Fork Gets CAH Certification
ROCKWORX INC: Gets Approval to Hire Lucove Say & Co. as Accountant
S-TEK 1 LLC: Court Rules on Valuation Date
S-TEK 1 LLC: Surv-Tek May Vote Impaired Secured Claim
SAMSONITE INTERNATIONAL: Fitch Assigns FirstTime 'BB-' IDR
SAMURAI MARTIAL: Wins Cash Collateral Access Thru Jan 2022
SANUWAVE HEALTH: Incurs $4.9 Million Net Loss in First Quarter
SEIN DIVINE: Gets Approval to Hire Real Estate Broker
SEIN DIVINE: Property Sale Proceeds to Fund Plan Payments
SHAWCOR LIMITED: DBRS Assigns BB(low) Issuer Rating, Trend Stable
SHEKINAH OILFIELD: Seeks to Hire Lee Law Firm as Co-Counsel
SHEKINAH OILFIELD: Seeks to Hire Weycer as Bankruptcy Counsel
SHERRITT INTERNATIONAL: DBRS Confirms B Issuer Rating
SMARTER BUILDING: Seeks to Tap Cramer and Associates as Accountant
SMARTER BUILDING: Taps DLA Piper as Bankruptcy Counsel
SMOKINKWR LLC: Voluntary Chapter 11 Case Summary
STANCE AUTOWORKS: Seeks to Hire Acosta Law as Bankruptcy Counsel
STANTON GLENN: Taps Nixon Peabody as Special Regulatory Counsel
STAPLES INC: S&P Affirms 'B' Issuer Credit Rating, Outlook Neg.
STRAIT CROSSING: DBRS Cuts Issuer Rating to BB(high), Trend Stable
SUDBURY PROPERTY: Voluntary Chapter 11 Case Summary
TECHNICAL COMMUNICATIONS: Posts $1.1M Net Loss in FY ended Sept. 25
TENRGYS LLC: May Use PanAm19 Cash Collateral Until Final Hearing
TRANSACT HOLDINGS: Moody's Ups CFR to B3, Outlook Stable
TRUCKING & CONTRACTING: Court Disallows Mean Oilfield's Claim
UNITED PF: S&P Affirms 'CCC+' Issuer Credit Rating, Outlook Neg.
VEWD SOFTWARE: Case Summary & Unsecured Creditors
VIPER PRODUCTS: Seeks Cash Collateral Access
WALDEMAR LLC: Seeks to Hire Wingfield & Corry as Bankruptcy Counsel
WASHINGTON PLACE: Voluntary Chapter 11 Case Summary
WISECARE LLC: Case Summary & 17 Unsecured Creditors
WOODBRIDGE GROUP: Trustee May Amend Suit vs Halbert
[*] Taylor Sherman Joins SierraConstellation as Managing Director
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
1106 MONTELLO: Unsecureds to Recover Up to 80% in Subchapter V Plan
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1106 Montello LLC filed with the U.S. Bankruptcy Court for the
District of Columbia a Subchapter V Small Business Plan of
Reorganization dated Dec. 10, 2021.
1106 Montello was created in 2014 as a joint development project
managed by Thornton Development LLC, which held a 70% ownership
interest, and BFI Sidecar, an investment partner which held a 30%
ownership interest.
The Debtor is the owner of the property located at 1108 Montello
Avenue, NE, Washington, D.C. 20002 (the "Property") and a
condominium studio unit (the "Condo Unit") located in the lower
level of the Montello Condominium at 1112 Montello Avenue, NE,
which is next door to the Property.
This Plan of Reorganization is to take out a new Debtor in
Possession ("DIP") Loan in two tranches from Capital Funding Group
("CFG") in the total amount of $4,400,000.00 (the "CFG Loan"). The
first tranche will be used to refinance and fully satisfy the
Navigator Loan. The second tranche will be used to complete
construction of the Project. The Property was appraised as of March
9, 2021 by Sapperstein & Associates (the "Appraisal") to have a
projected net present value, when completed, of approximately
$4,960,000.00.
Among other things, the Appraisal projects net revenue from the
sale of the finished Project to be $5,020,350.00. When the Project
is completed, the Debtor will refinance the CGF Loan with a
permanent loan and proceed to either rent the units or convert the
Project to a condominium and sell the units, or the Debtor will
sell the entire Project for at least its appraised value. Either
option is expected to generate sufficient funds to pay secured
creditors in full and substantially pay claims of unsecured
creditors.
The Plan also provides for the Condo Unit to be sold or otherwise
disposed of and the proceeds used to pay the two creditors with
security interests on the Condo Unit. The Condo Unit has a tax
assessed value of $318,000.00. This is less than the total of the
two secured creditors. The Plan provides for payment in full of the
allowed claim based on the first lien held by Churchill and as much
as possible of the allowed claim based on the second lien held by
Eubanks with any deficiency owed to Eubanks treated as an unsecured
claim against the Debtor.
The Property is encumbered by the first lien deed of trust held for
the benefit of Navigator to secure the Navigator Loan made on
February 14, 2020. Navigator asserts the total amount due and owing
on the Navigator Loan as of August 31, 2021 is approximately
$2,532,600.95. The Navigator claim is scheduled by the Debtor as
$2,532,600.95 and is disputed.
The Debtor has six nonpriority unsecured creditors which the Debtor
believes are owed a total of $678,275.00. This includes an
unsecured deficiency claim owed to Eubanks on his under secured
claim. These claims are for services for 1106 Montello or for loans
to 1106 Montello.
The Plan is to close on the CFG Loan, payoff and refinance the
Navigator Loan and then proceed with construction of the Project.
Depending on when construction can begin and subject to weather and
other conditions, it is expected the construction will take
approximately twelve to eighteen months. When the Project is
completed, the Debtor will decide, based on market conditions,
whether to (1) retain the Project and rent out the retail and
residential units; (2) convert the Project to a condominium and
sell the individual retail and residential units; or (3) sell the
entire Project to a new investor.
Upon completion of the Project and depending on then-current market
conditions, the Debtor will either refinance the CFG Loan into
permanent financing for the purpose of leasing the retail and
residential units; convert the Project to a condominium and sell
the individual units; or sell the total completed Project to a new
investor. The proceeds from the CFG Loan or the sale of the Project
will be used to pay all allowed secured claims and unsecured
claims.
Based on the Appraisal, upon completion of the Project, the
Property with the new retail and residential units will have a
Prospective Net Market Value As Completed of approximately
$4,960,000.00. The Debtor estimates total priority and nonpriority
unsecured claims, after post confirmation objections and allowance
by the Court, will be approximately $683,275.00. These projections
should result in a recovery for unsecured creditors as high as 80%.
Notwithstanding these projections, the Debtor believes the ultimate
value of the Project when completed will be in excess of the
Prospective Net Market Value projected in the Appraisal.
A full-text copy of the Plan of Reorganization dated Dec. 10, 2021,
is available at https://bit.ly/3ymOZ1s from PacerMonitor.com at no
charge.
Counsel for the Debtor:
Craig B. Young, D.C. No. 379788
Kutak Rock LLP
1625 Eye Street, NW, Suit 800
Washington, D.C. 20006
(202)828-2328 Direct Dial
(202)828-2488 Facsimile
Craig.young@kutakrock.com
About 1106 Montello LLC
1106 Montello LLC, a Washington, DC-based company engaged in
activities related to real estate, filed a voluntary petition for
Chapter 11 protection (Bankr. D. Colo. Case No. 21-00209) on Aug.
12, 2021, listing as much as $10 million in both assets and
liabilities. Justin Thornton, the Debtor's managing member, signed
the petition. Kutak Rock, LLP represents the Debtor as legal
counsel.
1604 ISHERWOOD: Taps Johnson Law Group as Bankruptcy Counsel
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1604 Isherwood, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Columbia to employ The Johnson Law Group, LLC
to serve as legal counsel in its Chapter 11 case.
The firm's services include:
a. general advice concerning compliance with the requirements of
Chapter 11;
b. preparation of any necessary amendments to the Debtor's
bankruptcy schedules, statement of financial affairs, and related
documents;
c. representation of the Debtor in contested matters;
d. representation in any related matters in other courts;
e. legal advice concerning the structure of a Chapter 11 plan
and any required amendments thereto;
f. legal advice concerning plan feasibility and representation
in the confirmation process;
g. liaison, consultation, and where appropriate, negotiation
with creditors and other parties in interest;
h. review of claims and relevant financial information;
i. prosecution of claims objections, as appropriate;
j. representation at the Section 341 meeting of creditors and at
any hearings or status conferences in court; and
k. such representations as may be necessary to the case.
Johnson Law Group will be paid at the rate of $405 per hour and a
retainer of $7,500. The firm will also receive reimbursement for
out-of-pocket expenses incurred.
William Johnson, Jr., Esq. a partner at Johnson Law Group,
disclosed in a court filing that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
William C. Johnson, Jr., Esq.
The Johnson Law Group, LLC
6305 Ivy Lane Suite 630
Greenbelt, MD 20770
Tel: (301) 477-3450
Fax: (301) 477-4813
Email: William@JohnsonLG.Law
About 1604 Isherwood LLC
1604 Isherwood, LLC is a single asset real estate debtor (as
defined in 11 U.S.C. Section 101(51B)). The Washington, DC-based
company owns an investment property valued at $1.11 million.
1604 Isherwood filed a petition for Chapter 11 protection (Bankr.
D.D.C. Case No. 21-00277) on Nov. 19, 2021, disclosing $1,112,133
in assets and $550,000 in liabilities. Zaid Alli, managing member
of 1604 Isherwood, signed the petition.
Judge Elizabeth L. Gunn oversees the case.
William C. Johnson, Jr., Esq., at The Johnson Law Group, LLC is the
Debtor's legal counsel.
8 QUAKER ROAD: Unsecured Creditor HBI's Recovery Lowered to 9.11%
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8 Quaker Road LLC submitted a First Amended Small Business Plan of
Reorganization dated Dec. 10, 2021.
In its Chapter 11 Plan, the Debtor proposes to pay a total sum of
$100,559.38 to its creditors. Said amount includes $71,133.19 to
its secured creditors over a period of 60 months, plus a lump-sum
payment of $31,738.78 to its unsecured creditors on the Effective
Date of the Plan. Additionally, on the Effective Date of the Plan,
the Debtor proposes to pay all Chapter 11 administrative expenses
in-full.
Lump-sum payments to be made on the Effective Date of the Plan
(including the payment to unsecured creditors and all
administrative fees) shall be funded through additional capital
contributions from Debtor's principal's family—namely, Linda
Baker (Debtor's principal's mother), Paul Baker (Debtor's
principal's father) and Lois and Ronnie Eckler (Debtor's
principal's aunt and uncle, respectively).
As of December 9, 2021 the Debtor's attorney is holding $37,500 in
his attorney trust account and an additional $37,500 will be wired
on December 13, 2021 by Linda Baker's attorney, Cynthia Collins.
Therefore, by the hearing date of December 14, 2021, the Debtor's
attorney will be holding $75,000 in his attorney trust account.
Said additional capital contributions shall be held in Debtor's
attorney's trust account until the Effective Date of the Plan, and
then paid in accordance with the terms of the Plan.
Payments to secured creditors over the life of the Plan will be
paid out of the Debtor's regular operating cash flow. Debtor's Plan
payments include its two secured creditors, Fay Servicing LLC
(pre-petition of arrears of $67,633.19 to be paid over 60 months)
and Digital Federal Credit Union (prepetition of arrears of
$3,500.00 to be paid over 60 months).
Hudson Black, Inc. ("HBI"), one of two unsecured creditors, will be
paid the entire 9.11% distribution ($31,738.78) toward unsecured
creditor claims, as BSG Madison, Inc., the other unsecured
creditor, will agree to forgive its debt in order to allow HBI to
receive a higher distribution. Said distribution is as much as HBI
would receive if the Debtor's assets were liquidated by a Chapter 7
trustee.
In addition to the unsecured creditors, HBI and BSG, the Debtor's
Property is subject to a mortgage serviced by Fay Servicing, LLC
with a pre-petition principal balance of $271,886.03 and arrears of
$67,633.19. The Debtor's only other creditor is Digital Federal
Credit Union, which provided financing to Baker for a
permanently-installed solar electric generation system at the
Property in or about July 2017 when it was then owned by Baker and
his ex-spouse. The loan has a principal balance of $60,742.00 and
arrears of $3,500.00.
The associated Solar Note and Security Agreement (the "Agreement")
between Baker and Digital states, in part, that "Digital is
authorized to file financing statements or a copy of this Agreement
and any other documents necessary to perfect [Digital's] security
interest in the Collateral" and that "the parties expressly intend
that no portion of the Solar Equipment will constitute a fixture
under applicable real property law. " It further states that
Digital "has elected to file a financing statement with respect to
the Collateral in the real property records of the county where the
Residence is located in case any such Collateral is deemed by a
court to be a fixture." Digital indeed filed a UCC1 Financing
Statement – as a fixture filing – and recorded same in the real
estate records of the Sussex County Clerk's Office.
In this case, the parties to the original contract were Baker and
Digital. The Debtor-in-Possession in this case is, essentially, the
third-party referred to in Arlett and, therefore, this claim should
be construed as secured based upon the fixture filing that exists
in the real property records.
The Debtor intends to fund the Plan by paying all administrative
claims and the unsecured claim of HBI, as impaired, in full in cash
on the effective date of the Plan.
The Debtor's secured claims will be paid in full within the 60
month length of the Plan. The funding for the monthly plan payment
will come from the Debtor's regular cash flow.
Additional capital contributions to the Debtor will be used to fund
payment of the administrative expenses and HBI's allowed claim on
or prior to the Effective Date of the Plan.
The Debtor's financial projections show that the Debtor will have
an aggregate annual average cash flow, after paying operating
expenses and post-confirmation taxes, of $9,259.80 as of December
2026. The final Plan payment is expected to be paid on 60th month
following the effective date of confirmation.
A full-text copy of the First Amended Plan of Reorganization dated
Dec. 10, 2021, is available at https://bit.ly/3oUyo29 from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Barry S. Miller, Esq.
1211 Liberty Avenue
Hillside, New Jersey 07205
973-216-7030
bmiller@barrymilleresq.com
About 8 Quaker Road
8 Quaker Road LLC, a real estate holding company, filed a Chapter
11 petition (Bankr. D.N.J. Case No. 21-14992) on June 17, 2021.
Barry S. Miller, Esq. of BARRY S. MILLER, ESQ., is the Debtor's
counsel.
96 WYTHE: Court Approves Disclosure Statement
---------------------------------------------
Judge Robert D. Drain has entered an order approving the Disclosure
Statement explaining the Plan of 96 Wythe Acquisition LLC.
For good cause shown, these dates and deadlines, subject to
modification as necessary, are approved in connection with
solicitation and confirmation of the Plan:
* The claims objection deadline will be on Dec. 23, 2021 for a
claim filed by the bar date, or Jan. 7, 2022, for a claim filed by
the Supplemental Bar Date.
* The Plan objection deadline will be on Dec. 30, 2021.
* The voting deadline will be on Jan. 18, 2022, at 4:00 p.m.
* The Opt Out deadline will be on Jan. 18, 2022, at 4:00 p.m.
* The deadline to file a voting report will be on Jan. 20, 2022.
* The deadline to file response to Plan objections will be on
Jan. 18, 2022.
* The deadline to file response to BSP's supplemental objection,
if any will be on Jan. 21, 2022.
* The deadline for the Debtor to file confirmation brief, if any
will be on Jan. 21, 2022.
* The deadline for BSP to file a sur-reply to Debtor's response
to Plan objection will be on Jan. 21, 2022.
* The deadline to file a sur-reply to response to BSP's
supplemental objection, if any will be on Jan. 24, 2022.
* The Deadline for BSP to file response to confirmation brief, if
any will be on Jan. 24, 2022.
* The confirmation hearing date will be on January 27, 2022, at
10:00 a.m.
Each holder of a Claim in Class 2 (BSP Claims), Class 3 (Secured
Property Tax Claims), Class 4 (Secured M&M Claims), and Class 5
(Unsecured Claims) shall receive a Ballot and shall be entitled to
vote on the Plan.
Ballots need not be provided to the holders of Claims in Class 1
(Priority Claims), because the Plan provides that the Claims in
such Class are unimpaired under Section 1124 of the Bankruptcy and
therefore such Class is conclusively presumed under Section 1126 of
the Bankruptcy Code to accept the Plan.
Ballots need not be provided to holders of Claims in Class 6
(Subordinated Claims), because the Plan provides that the holders
of Claims in such Class will not receive or retain any property
under the Plan on account of such Claims, are impaired, and
therefore deemed under section 1126 of the Bankruptcy Code to
reject the Plan.
With respect to BSP's Class 2 claim, notwithstanding anything
herein, the Debtor and BSP have agreed that BSP may vote the
disputed and undisputed portions of its Claim.
About 96 Wythe Acquisition
96 Wythe Acquisition LLC owns and operates the Williamsburg Hotel,
a successful 10-story, 147-room independent hotel, constructed in
2017, and located at 96 Wythe Avenue, Brooklyn, New York. The
Hotel is upscale and full-service, featuring a full food and
beverage operation that includes a restaurant, bar/lounge, outdoor
cafe, library lounge bar, water tower bar, and event ballrooms.
96 Wythe Acquisition sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 1-22108) on Feb. 23,
2021. In the petition signed by David Goldwasser, chief
restructuring officer, the Debtor disclosed $79,990,206 in
liabilities.
Judge Robert D. Drain oversees the case.
Backenroth Frankel & Krinsky, LLP, led by Mark Frankel, is the
Debtor's counsel.
Kramer Levin Naftalis & Frankel LLP serves as counsel for Lender,
Benefit Street Partners Realty Operating Partnership, L.P.
ABDOUN ESTATE: Suit vs. Abdulnoor Remanded to State Court
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In the adversary proceeding captioned ABDOUN ESTATE HOLDINGS, LLC,
Plaintiff, v. OUDIA ABDULNOOR, and MIDWEST HOSPITALITY SERVICES,
LLC, Adv. Pro. No. 21-4239 (Bankr. E.D. Mich.), the United States
Bankruptcy Court for the Eastern District of Michigan, Southern
Division, granted the Defendants' motion to remand. The Plaintiff
objected to the request.
According to the Court, if the removed state court action at issue
was no longer pending at the time of the removal, as the Defendants
contend but the Plaintiff disputes, then the purported removal was
improper, because there was no pending "claim or cause of action in
a civil action" that could be removed, within the meaning of 28
U.S.C. Section 1452(a), and because this Court has no "jurisdiction
of such claim or cause of action under [11 U.S.C. Section] 1334"
within the meaning of 28 U.S.C. Section 1452(a).
On the other hand, if the removed state court action at issue was
still pending at the time of the removal, as the Plaintiff contends
but the Defendants dispute, each of the Plaintiff's claims in the
removed state court action were and are "a State law claim or State
law cause of action" within the meaning of 28 U.S.C. Section
1334(c)(2), and each of those claims is non-core. By non-core, the
Court means that each of the claims were and are, in the words of
Section 1334(c)(2), "related to" the Plaintiff's bankruptcy case
"but not arising under title 11 or arising in a case under title
11."
To the extent the Plaintiff's claims were still pending at the time
of the removal, the mandatory abstention provision of Section
1334(c)(2) applies to each of the claims, so that the Court must
abstain; all of the requirements for mandatory abstention are met.
The abstention requires a remand to the state court.
For these reasons, the Court says it must remand to state court all
of the claims that were removed from that court by the Plaintiff's
notice of removal in this adversary proceeding.
All of the claims removed by the Plaintiff's notice of removal
filed in this adversary proceeding on October 25, 2021, are
remanded to the Oakland County Circuit Court from whence they came:
namely, all claims in case of Abdoun Holding Estates, LLC v. Oudia
Abdulnoor, et al., Case No. 2019-177667-CB (Oakland County Circuit
Court).
This adversary proceeding now will be closed.
A full-text copy of the Opinion and Order dated December 10, 2021,
is available at https://tinyurl.com/5795d4tn from Leagle.com.
About Abdoun Estate Holdings LLC
Abdoun Estate Holdings, LLC is a single asset real estate debtor
(as defined in 11 U.S.C. Section 101(51B)) based in Southfield,
Mich.
Abdoun Estate Holdings filed its voluntary petition for Chapter 11
protection (Bankr. E.D. Mich. Case No. 21-48063) on Oct. 11, 2021,
listing as much as $10 million in both assets and liabilities.
Ahmad Abulabon, managing member of Abdoun Estate Holdings, signed
the petition.
Judge Thomas J. Tucker oversees the case.
The Debtor tapped Yuliy Osipov, Esq., at Osipov Bigelman, P.C. as
its bankruptcy counsel. The Blum Law Firm and Frasco Caponigro
Wineman Scheible Hauser & Luttmann, PLLC serve as the Debtor's
special counsel.
ALPHA METALLURGICAL: S&P Raises ICR to 'B-' on Improved Liquidity
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S&P Global Ratings raised its issuer credit rating on U.S.-based
metallurgical (met) coal producer Alpha Metallurgical Resources to
'B-' from 'CCC+' and revised the liquidity to adequate from less
than adequate. S&P also raised the rating on the company's senior
secured debt to 'B-' from 'CCC+' with recovery rating of '4'
(30%-50%; rounded estimate: 45%).
S&P said, "We believe Alpha has mitigated the risk of a liquidity
shortfall over the next 12 months. Earlier this month, Alpha
refinanced and extended its ABL facility until 2024, which we think
has mitigated a potential liquidity shortfall. Alpha has
approximately $120 million in letters of credit issued under the
extended ABL that secure asset retirement and workers' compensation
obligations. There is currently $35 million of remaining
availability.
"We project Alpha will generate windfall FOCF over the next 12
months, some of which we assume the company will use to reduce
debt. We project FOCF will turn positive for fiscal 2021 and could
reach $450 million-$500 million in 2022, after a very difficult
2020. Specifically, we assume Alpha will sell 13.5 million and 14.5
million tons of met coal in 2021 and 2022, respectively, at
materially higher prices than 2020. We anticipate about 75% of 2022
met coal production (about 10.5 million tons) will be sold on the
international spot market, where premium-grade met coal trades for
more than $300/ton, compared with historical averages of about
$140/ton. As a result, we also estimate adjusted EBITDA margins
could expand to 27%-28% in 2022 from 7% in 2020. Considering our
assumption of met coal prices returning to historical averages, we
expect Alpha will operate at adjusted debt leverage below 3x in the
next 12-24 months. Our adjusted debt balance includes about $560
million in asset retirement, pension, worker's compensation, and
other obligations."
Alpha's exit from thermal operations could reduce legacy
obligations in the future. Alpha is on track to exit thermal coal
operations by mid-to-late 2022, when its last operating thermal
mine, Slabcamp, is expected to be depleted. The sale of the
Cumberland mine in 2020 and potential future thermal asset sales
could further reduce reclamation obligations, and the surety bonds
outstanding ($172 million and $177 million, respectively) and could
add more liquidity. S&P said, "We assume the company will continue
to produce about one million ton of incidental thermal coal as a
byproduct of met coal operations. We also factor in $25 million-$30
million in annual reclamation payments over the next few years."
S&P said, "The stable outlook reflects our view that Alpha has
mitigated the risk of a liquidity shortfall over the next 12
months. We believe that our projections for materially higher FOCF,
coupled with the additional liquidity from the amended ABL
facility, will free up debt repayment capacity in the next 12
months. We expect Alpha will lower its adjusted leverage below 3x
for fiscal 2021 and potentially reduce it further in 2022."
S&P could downgrade Alpha over the next twelve months if the
company's operating performance is materially worse than it
projects, if the company's liquidity position deteriorates, or if
S&P believes that its debt burden is unsustainable. Such scenarios
would be consistent with:
-- Interest coverage were under 2x;
-- Liquidity sources, including access under ABL facilities, were
less than 1.2x fixed charges or the company were at risk of
breaching its liquidity period covenant;
-- FOCF were negative on a sustained basis (operating cash flow
less capital spending); and
-- Standing in credit markets deteriorated.
S&P could upgrade Alpha over the next twelve months if the
company's operational performance exceeds expectations or if the
company improved its profitability under lower met coal price
environment. Such scenarios would be consistent with:
-- Lowered adjusted debt leverage (including reclamation and other
long-term obligations) below 3x on a sustained basis (from 4.4x as
of the third quarter of 2021 on a last 12-months basis);
-- EBITDA margins greater than 15% under $140-$150 per ton met
coal prices; and
-- The company demonstrated sustained free operating cash flows
sufficient to service long term obligations, including reclamation
obligations.
ARCHBISHOP OF AGANA: Taps Deloitte & Touche as Accountant
---------------------------------------------------------
Archbishop of Agana seeks approval from the U.S. Bankruptcy Court
for the District of Guam to employ Deloitte & Touche LLP (Guam and
Micronesia) as its accountant.
The Debtor requires the assistance of an accountant to review its
balance sheets for the year ended June 30, 2020, and year ended
June 30, 2021, and related documents.
The firm's hourly rates are as follows:
Partner $225 per hour
Manager $125 per hour
Senior $90 per hour
Administration $60 per hour
Deloitte & Touche will also receive reimbursement for out-of-pocket
expenses incurred.
Daniel Fitzgerald, a partner at Deloitte & Touche, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Daniel S. Fitzgerald
Deloitte & Touche LLP (Guam and Micronesia)
P.O. Box 753
Kolonia
Pohnpei, Micronesia (Federated States Of) 96941
Telephone: 1 (691) 320 2781 / 5206
Facsimile: 1 (691) 320 5402
Email: dafitzgerald@deloitte.com
guaminfo@deloitte.com
About Archbishop of Agana
Roman Catholic Archdiocese of Agana -- https://www.aganaarch.org/
-- is an ecclesiastical territory or diocese of the Catholic Church
in the United States. It comprises the United States dependency of
Guam. The Diocese of Agana was established on Oct. 14, 1965, as a
suffragan of the Archdiocese of San Francisco, California. It is a
tax-exempt entity (as described in 26 U.S.C. Section 501).
The Archbishop of Agana, also known as the Roman Catholic
Archdiocese of Agana, sought Chapter 11 protection (D. Guam Case
No. 19-00010) on Jan. 16, 2019. Rev. Archbishop Michael Jude
Byrnes, S.T.D., Archbishop of Agana, signed the petition. The
Archdiocese scheduled $22,962,686 in assets and $45,662,941 in
liabilities as of the bankruptcy filing.
The Hon. Frances M. Tydingco-Gatewood is the case judge.
The archdiocese tapped Elsaesser Anderson, Chtd. as its bankruptcy
counsel and John C. Terlaje, Esq., as special counsel. Deloitte &
Touche LLP (Guam and Micronesia) serves as the archdiocese's
accountant.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on March 6, 2019. Stinson Leonard Street LLP,
The Law Offices of William Gavras and Hiller Law, LLC serve as the
committee's bankruptcy counsel, local counsel and special counsel,
respectively.
ARCHES BUYER: Moody's Rates New $250MM Secured Notes Add-on 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Arches Buyer
Inc.'s (dba Ancestry) proposed $250 million incremental add-on to
its existing $700 million first lien senior secured notes.
Ancestry's all other ratings, including the B2 corporate family
rating, the B2-PD probability of default rating (PDR), the B1
rating on the first lien credit facility, the B1 rating on the
existing first lien senior secured notes, and the Caa1 rating on
the senior unsecured notes remain unchanged because subsequent
shareholder friendly transactions were expected over the medium
term, followed by a period of deleveraging. The outlook remains
stable
The proceeds from the senior secured notes add-on along with
balance sheet cash will be used to fund a $300 million distribution
to its financial sponsors and pay transaction fees and expenses.
Moody's notes that this sponsor-friendly transaction comes shortly
after Ancestry paid approximately $500 million sponsor distribution
in August 2021.
Pro forma for the dividend recapitalization, Ancestry's
debt-to-EBITDA (Moody's adjusted) will increase to about 6.5x from
6.0x as of September 30, 2021, which remains high for the current
rating. Moody's believes the company's good growth prospects, along
with a track record of deleveraging through earnings and strong
free cash flow generation provide rating support.
The following ratings/assessments are affected by the action:
New Assignments:
Issuer: Arches Buyer Inc.
GTD Senior Secured 1st Lien Notes, Assigned B1 (LGD3)
RATINGS RATIONALE
The B2 Corporate Family Rating for Ancestry reflects the company's
strong market position within its family history research offering,
supported by a large customer base of approximately 3.8 million
subscribers (September 30, 2021) and the largest DNA database in
the industry with over 20 million genomes. Ancestry's family
history business, estimated to represent approximately 84% of the
company's consolidated revenue in fiscal 2021, is a steadily
growing and highly profitable subscription business with low
capital investment requirements that supports Moody's expectation
for continued strong free cash flow generation in excess of 10% of
total debt (Moody's adjusted and pro forma for the incremental
debt). The company's revenue generated from the sale of DNA kits
does not generate meaningful profits and has been declining over
the last several years but is expected to stabilize.
The rating also considers Ancestry's high governance risk
associated with private equity ownership, including tolerance for
high financial leverage and frequent debt-funded shareholder
distributions. The company's high closing debt-to-EBITDA leverage
(Moody's adjusted), pro forma for the dividend recapitalization
transaction, estimated at around 6.5x as of September 30, 2021 and
its concentrated operations within the niche genealogy industry
with high subscriber churn, weakly position the company in the B2
rating category. The company's growing base of subscribers that
have been with the company for more than two years provides
stability, despite the high churn from new members, who often churn
off when the promotion they joined expires. While the dividend
transaction increases leverage by 0.5 turns and marks a continued
plan to maintain an aggressive financial strategy shortly following
the August 2021 dividend recapitalization transaction, the company
has a track record of subsequent deleveraging through earnings
growth. Moody's expects the company to reduce its debt-to-EBITDA
(Moody's adjusted) to the low 6.0x range by the end of 2022, absent
subsequent dividend payments. However, ongoing debt funded dividend
distributions strain the company's credit metrics, which may affect
operating performance and limit financial flexibility. Furthermore,
the ongoing regulatory scrutiny surrounding the Ancestry DNA
business and dependence on highly cyclical and discretionary
consumer spending are also key credit constraints.
Moody's expects Ancestry to maintain very good liquidity over the
next 12-15 months, supported by a pro forma cash balance of
approximately $45 million at closing and full availability under
its existing $250 million revolving credit facility due 2025.
Moody's projects Ancestry will generate annual free cash flow more
than $300 million (before $19.4 million annual term loan
amortization, paid quarterly) over the next 12-15 months. The
company's revolver is subject to a springing first lien net
leverage ratio when utilization exceeds 35%. Moody's does not
expect the covenant to spring over the next 12-15 months but
estimate that the company would maintain at least a 30% cushion
even if the covenant is triggered.
The stable outlook reflects Moody's expectation that Ancestry will
generate revenue and earnings growth in the low-to-mid-single digit
range over the next 12-18 months, allowing the company to de-lever
to the low 6.0x range (Moody's adjusted) by the end of fiscal 2022.
The stable outlook also incorporates Moody's expectation that
Ancestry will generate free cash flow as a percentage of total debt
(Moody's adjusted) above 10%.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
While unlikely in the near term, Ancestry's ratings could be
upgraded if the ownership group commits to maintain conservative
financial policies. Quantitatively, the ratings could be upgraded
if Ancestry sustains mid-single digit percentage organic revenue
growth, achieves and maintains debt-to-EBITDA (Moody's adjusted)
below 4.5x, and free cash flow as a percentage of debt (Moody's
adjusted) in the high single digits.
The ratings could be downgraded if business fundamentals weaken as
evidenced by increasing subscriber churn, declining average revenue
per user (ARPU) or more intense competition leading to a weaker
than expected operating performance. A deterioration in liquidity
or lack of meaningful progress in deleveraging from an aggressive
financial policy could also pressure the ratings. This could be
manifested by the company's debt-to-EBITDA sustained above 6.5x
(Moody's adjusted), or internally generated cash flows soften such
that FCF-to- debt sustained below 5%.
The principal methodology used in this rating was Business and
Consumer Services published in November 2021.
Arches Holdings Inc. ("Ancestry"), holding company for
Ancestry.com, a provider of family history and consumer genomics
services. Ancestry generates its revenue primarily by providing
customers with subscriptions to its family history platform and
through the sale of its AncestryDNA service. Ancestry is majority
owned by Blackstone, with a minority ownership held by Singaporean
sovereign wealth fund GIC and Ancestry's management. Ancestry
generated approximately $1.2 billion in revenue for the latest
twelve months ended September 30, 2021.
ASSURE HOLDING: Case Summary & 2 Unsecured Creditors
----------------------------------------------------
Debtor: Assure Holding Corporation
400 Poydras Street, Suite 1150
New Orleans, LA 70130
Business Description: Assure Holding Corporation is a privately
held insurance carrier.
Chapter 11 Petition Date: December 14, 2021
Court: United States Bankruptcy Court
Eastern District of Louisiana
Case No.: 21-11435
Judge: Hon. Meredith S. Grabill
Debtor's Counsel: Scott R. Cheatham, Esq.
ADAMS AND REESE
701 Poydras Street
Suite 4500
New Orleans, LA 70139
Tel: 504-581-3234
Fax: 504-566-0210
Email: scott.cheatham@arlaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ronald Rayburn Pate, Jr., president and
CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/QMWEX3Q/Assure_Holding_Corporation__laebke-21-11435__0001.0.pdf?mcid=tGE4TAMA
ASSURE UNDERWRITING: Case Summary & Unsecured Creditor
------------------------------------------------------
Debtor: Assure Underwriting Agency, LLC
400 Poydras Street, Suite 1150
New Orleans, LA 70130
Business Description: Assure Underwriting Agency, LLC is an
insurance carrier.
Chapter 11 Petition Date: December 14, 2021
Court: United States Bankruptcy Court
Eastern District of Louisiana
Case No.: 21-11436
Judge: Hon. Meredith S. Grabill
Debtor's Counsel: Scott R. Cheatham, Esq.
ADAMS AND REESE
701 Poydras Street
Suite 4500
New Orleans, LA 70139
Tel: 504-581-3234
Fax: 504-566-0210
E-mail: scott.cheatham@arlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ronald Rayburn Pate, Jr., president and
CEO.
The Debtor listed Cadence Bank as its sole unsecured creditor
holding a claim of $8 million.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/QQGTOUY/Assure_Underwriting_Agency_LLC__laebke-21-11436__0001.0.pdf?mcid=tGE4TAMA
AYTU BIOPHARMA: FDA Clears IND Application for AR101/Enzastaurin
----------------------------------------------------------------
Aytu BioPharma, Inc. announced that the U.S. Food and Drug
Administration (FDA) has cleared the IND application for
AR101/enzastaurin, enabling the company to proceed with initiating
a pivotal clinical trial for AR101 in vascular Ehlers-Danlos
Syndrome (VEDS). The company plans to initiate the PREVEnt Trial
in VEDS in the first half of 2022. The PREVEnt Trial will assess
the safety and efficacy of enzastaurin in COL3A1-confirmed VEDS
patients. There are currently no FDA-approved therapies for VEDS.
"The FDA's clearance of the AR101 IND is a significant milestone
for VEDS patients and the rare disease community at large as we
move one step closer to initiating the PREVEnt Trial," said Josh
Disbrow, chief executive officer of Aytu BioPharma. "This
clearance enables us to initiate this important study in VEDS, a
life-shortening genetic disease for which there is no approved
treatment. The entire Aytu BioPharma team is committed to
initiating this pivotal trial as quickly as possible. We thank our
scientific advisory board and clinical and regulatory advisors in
helping us get to this point so quickly. We're now positioned to
start the PREVEnt Trial in the first half of 2022 and look forward
to taking that next step for the benefit of these patients in need
of a new treatment for this catastrophic disease."
About Aytu BioPharma
Englewood, Colorado-based Aytu BioPharma, Inc., formerly known as
Aytu BioScience, Inc. -- http://www.aytubio.com-- is a specialty
pharmaceutical company with a growing commercial portfolio of
prescription therapeutics and consumer health products. The
company's primary prescription products treat attention deficit
hyperactivity disorder (ADHD) and other common pediatric
conditions. Aytu markets ADHD products Adzenys XR-ODT
(amphetamine) extended-release orally disintegrating tablets,
Cotempla XR-ODT (methylphenidate) extended-release orally
disintegrating tablets, and Adzenys-ER (amphetamine)
extended-release oral suspension.
Aytu Biopharma reported a net loss of $58.29 million for the year
ended June 30, 2021, compared to a net loss of $13.62 million
for the year ended June 30, 2020. As of Sept. 30, 2021, the
Company had $227.73 million in total assets, $116.23 million in
total liabilities, and $111.50 million in total stockholders'
equity.
BLACKBRUSH OIL: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR
----------------------------------------------------------------
S&P Global Ratings affirmed its 'CCC+' issuer credit rating on
BlackBrush Oil & Gas L.P., a San Antonio, Texas-based exploration
and production (E&P) company, and its 'B' issue-level rating on its
term loan. S&P's '1' recovery rating on the notes is unchanged,
indicating its expectation for very high (90%-100%; rounded
estimate: 95%) recovery of principal in the event of a payment
default.
S&P revised its outlook to stable from negative, reflecting its
expectation of modest free cash flow in 2022, an increase in
production, and no near-term debt maturities.
BlackBrush has a small production and reserve base and relatively
high non-operated exposure.
S&P said, "We assess BlackBrush's business risk as vulnerable. It
is the smallest E&P company we rate, with expected production of
less than 5,000 barrels of oil equivalent per day (boe/d) in 2021,
increasing to above 7,000 boe/d in 2022 under our base-case
assumptions." The company's reserve base was approximately 55,000
boe at year-end 2020. BlackBrush has several acreage positions
across South Texas and Louisiana in the Eagle Ford basin in Karnes
County, Texas; McMullen and LaSalle counties, Texas (STS area);
Frio and LaSalle counties, Texas (Frio area); the Eagle Ford in
Maverick and Zavala counties, Texas (Chittim area); East Texas'
Giddings Field; and Central Louisiana in an emerging Austin Chalk
play. Most of the company's 2022 production and capital spending
will come from Karnes county and its STS areas.
Limited capital resources and liquidity constrained development
efforts in 2021, but S&P expects production to increase in 2022.
BlackBrush does not have access to a credit facility and must rely
only on cash on hand and operating cash flow to drive production.
BlackBrush was in discussions with another company in 2020 to form
a DrillCo, which was suspended due to the COVID-19 pandemic. S&P
expects BlackBrush to explore additional sources of funding such as
a DrillCo with other operators and/or forward proved developed
producing asset sales. Management has indicated there is
opportunity to continue negotiations into agreements that would
provide for additional optionality to fund an increased drilling
operation.
S&P assesses BlackBrush's financial risk as highly leveraged based
on private equity ownership and our adjusted debt metrics.
The company is majority-owned by numerous financial sponsors
including Bain Capital Credit L.P., CVC Credit Partners, Orix
Finance Group, Tennenbaum Capital Partners LLC, Riverstone Capital
Management LLC, and Ares. S&P said, "Additionally, we give no
equity content to the company's $225 million preferred equity,
which we include as debt in our financial calculations. Including
S&P Global Ratings' adjustments, we forecast funds from operations
(FFO) to debt will improve to about 20% in 2022 and debt to EBITDA
of about 4x. We expect modest free cash flow generation in 2022."
The stable outlook reflects its expectation of modest free cash
flow in 2022, with increased expected production in 2022 after a
decrease in 2021. Additionally, BlackBrush has no near-term debt
maturities and low annual interest expense.
S&P could lower the rating if:
-- BlackBrush's liquidity weakens; and
-- S&P expects it cannot meet its financial obligations.
Such a scenario is possible if commodity prices decrease below
S&P's expectations for a sustained period or the company increases
capital expenditures above our expectations.
While unlikely in the near-term, an upgrade would require
BlackBrush to:
-- Increase its size and scale closer to those of 'B' category
peers; and
-- Maintain adequate liquidity.
S&P said, "Environmental factors are a negative consideration in
our credit rating analysis on BlackBrush because the E&P industry
contends with an accelerating energy transition and adoption of
renewable energy sources. We believe falling demand for fossil
fuels will lead to declining profitability and returns for the
industry as it fights to retain and regain investors that seek
higher return on investments. Governance is a moderately negative
consideration, as is the case for most rated entities owned by
private-equity sponsors. We believe the company's highly leveraged
financial risk profile points to corporate decision-making that
prioritizes the interests of controlling owners. This reflects the
generally finite holding periods and a focus on maximizing
shareholder returns."
BLUEAVOCADO CO: Gets OK to Hire RayBattaglia as Bankruptcy Counsel
------------------------------------------------------------------
BlueAvocado, Co. received approval from the U.S. Bankruptcy Court
for the Western District of Texas to employ the Law Offices of
RayBattaglia, PLLC to serve as legal counsel in its Chapter 11
case.
The firm's services include:
a. advising the Debtor with respect to its powers and duties
in the continued management and operation of its business and
properties;
b. attending meetings and negotiating with representatives of
creditors and other parties in interest, and advising the Debtor on
the conduct of the case, including all of the legal and
administrative requirements of operating in Chapter 11;
c. taking all necessary actions to protect and preserve the
Debtor's estate, including the prosecution of actions on its
behalf, the defense of any actions commenced against the estate,
negotiations concerning litigation in which the Debtor may be
involved, and objections to claims filed against the estate;
d. preparing reports and legal papers;
e. advising the Debtor in connection with any sales of assets;
f. negotiating and preparing a plan of reorganization,
disclosure statement and all related documents, and taking any
necessary action to obtain confirmation of such plan;
g. appearing before the bankruptcy court, appellate courts and
the Office of the U.S. Trustee; and
h. performing all other necessary legal services.
The firm received an initial retainer in the amount of $25,000 plus
$1,738 for the court filing fees.
Raymond Battaglia, Esq., the lead counsel for this case, will bill
$475 per hour for his services.
Mr. Battaglia disclosed in a court filing that his firm is a
"disinterested person" as such term is defined in Bankruptcy Code
Section 101(14).
The firm can be reached through:
Raymond W. Battaglia, Esq.
Law Offices of Ray Battaglia, PLLC
66 Granburg Circle
San Antonio, TX 78218
Telephone: (210) 601-9405
Email: rbattaglialaw@outlook.com
About BlueAvocado Co.
BlueAvocado Co., an Austin, Texas-based manufacturer and
distributor of reusable grocery bags, filed its voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Texas Case No. 21-51384) on Nov. 10, 2021. In the petition signed
by Julie Mak, president, the Debtor disclosed $1,499,370 in total
assets and $2,243,028 in total liabilities as of Sep. 30, 2021.
Judge Craig A. Gargotta oversees the case.
The Debtor tapped Raymond W. Battaglia, Esq., at the Law Offices of
Ray Battaglia, PLLC as bankruptcy counsel; Michael Best &
Friedrich, LLP as special counsel; and AB Accretive, LLC as
financial advisor.
BLUESTONE GROUP: Taps Cohen Baldinger & Greenfeld as Legal Counsel
------------------------------------------------------------------
The Bluestone Group, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Columbia to employ Cohen Baldinger &
Greenfeld, LLC to serve as legal counsel in its Chapter 11 case.
The firm's services include:
(a) giving the Debtor legal advice with respect to its powers
and duties in the continued operation of its business and
management of its property;
(b) preparing legal papers; and
(c) performing other necessary legal services to administer
the case.
Steven Greenfeld, Esq., and Merrill Cohen, Esq., the firm's
attorneys, will charge $475 per hour and $495 per hour,
respectively. The attorneys will also seek reimbursement for
out-of-pocket expenses incurred.
The retainer fee is $5,000.
Mr. Greenfeld disclosed in a court filing that his firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Steven H. Greenfeld, Esq.
Cohen Baldinger & Greenfeld, LLC
2600 Tower Oaks Boulevard, Ste. 290
Rockville, MD 20852
Tel: (301) 881-8300
Email: steveng@cohenbaldinger.com
About The Bluestone Group
The Bluestone Group is a multi-faceted development management
company in Washington, DC, that offers services in the following
areas: CM professional services; infrastructure; cyber and physical
security; environmental and coastal engineering; micro grid and
alternative energy; and green technology.
The Bluestone Group filed its voluntary petition for Chapter 11
protection (Bankr. D. Colo. Case No. 21-00288) on Dec. 6, 2021,
listing up to $50,000 in assets and up to $10 million in
liabilities. Vivian W. Bowers, managing member, signed the
petition.
Judge Elizabeth L. Gunn presides over the case.
Steven H. Greenfeld, Esq., at Cohen Baldinger & Greenfeld, LLC
represents the Debtor as legal counsel.
BOY SCOUTS: Bauer Law Firm Represents Unsecured Claimant
--------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the Bauer Law Firm, LLC submitted a verified statement to disclose
that it is representing an unsecured claimant in the Chapter 11
cases of Boy Scouts of America and Delaware BSA, LLC.
The name and contact details of the Client were redacted from
publicly available filings. The Client asserts Claim No. 65373.
The Client holds a general unsecured claim against BSA, certain
non-debtor Local Councils, or Chartered Organization arising from
childhood sexual abuse at the time the Client was a Scout with the
BSA and the applicable Local Councils and Chartered Organization.
The Firm can be reached at:
THE BAUER LAW FIRM, LLC
Joseph L. Bauer, Jr., Esq.
133 South 11th Street, Suite 350
St. Louis, MO 63102
Tel: (314) 259-7070
Fax: (314) 231-9552
E-mail: jbauer@bauerlawstl.com
A copy of the Rule 2019 filing is available at
https://bit.ly/3m6V2Cv at no extra charge.
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BOY SCOUTS: Brown LLC Represents Unsecured Claimants
----------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Brown, LLC submitted a verified statement to
disclose that it is representing the Clients in the Chapter 11
cases of Boy Scouts of America and Delaware BSA, LLC.
On Feb. 18, 2020, Boy Scouts of America and Delaware BSA, LLC filed
voluntary petitions for relief under chapter 11 of title 11 of the
United States Code. The Debtors continue to operate and manage
their businesses as debtors in possession pursuant to sections 1107
and 1108 of the Bankruptcy Code.
The names and contact details of the Clients were redacted from
publicly available filings.
The Clients each hold general unsecured claims against BSA, certain
non-debtor Local Councils, or Chartered Organizations arising from
childhood sexual abuse at the time the Clients were Scouts with the
BSA and the applicable Local Councils and Chartered Organizations.
Claim No: 52551
47772
51775
58671
29002
21649
28029
38447
29039
44829
47088
89376
26291
59470
57066
The Firm can be reached at:
BROWN, LLC
Jason T. Brown, Esq.
Zijian "Coco" Guan, Esq.
111 Town Square Place, Ste 400
Jersey City, NJ 07310
Telephone: (877) 561-0000
Facsimile: (855) 582-5297
E-mail: masstort@jtblawgroup.com
A copy of the Rule 2019 filing is available at
https://bit.ly/3EWqiLH at no extra charge.
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BOY SCOUTS: Some Abuse Victims Oppose $800-Mil. Insurance Deal
--------------------------------------------------------------
Steven Church of Bloomberg News reports a proposed trust fund for
people abused while they were Boy Scouts doesn't pay victims
enough, even after an $800 million insurance settlement, some
advocates said in court Tuesday, December 14, 2021.
Should a federal judge approve the fund, the Boy Scouts and their
insurers would help contribute about $2.6 billion to be split among
more than 80,000 alleged abuse victims.
"If you do the math, the per-survivor amount is actually
monumentally low," Richard Pachulski, an attorney for an official
committee of abuse victims, told the judge overseeing the Boy
Scouts bankruptcy.
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BRAZOS ELECTRIC: Seeks to Hire J.P. Morgan as Investment Banker
---------------------------------------------------------------
Brazos Electric Power Cooperative, Inc. seeks approval from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
J.P. Morgan Securities, LLC as investment banker and structuring
advisor.
The firm's services include:
a. reviewing enacted legislation, including Texas S.B. 1580;
b. reviewing rating agency criteria with the Debtor, which may
include revenue forecasting and collection analysis;
c. developing the mechanics of properly effecting the Phase 1
structuring services, including cash-flow modeling;
d. reviewing draft transaction documents; and
e. developing a proposed financing order.
The Debtor will pay to the firm $125,000 per month during the term
of the engagement in connection with Phase 1 structuring services.
As disclosed in court filings, J.P. Morgan is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Daniel Pombo
J.P. Morgan Securities, LLC
277 Park Avenue
New York, NY 10172
Phone: 1-212-272-2000
About Brazos Electric Power Cooperative
Brazos Electric Power Cooperative Inc. is a 3,994-megawatt
transmission and generation cooperative which members' service
territory covers 68 counties from the Texas Panhandle to Houston.
It was organized in 1941 and the first cooperative formed in the
Lone Star state with the primary intent of generating and supplying
electrical power. At present, Brazos Electric is the largest
generation and transmission cooperative in the state and is the
wholesale power supplier for its 16 member-owner distribution
cooperatives and one municipal system.
Brazos Electric filed a voluntary petition for relief under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-30725)
on March 1, 2021. At the time of the filing, the Debtor disclosed
assets of between $1 billion and $10 billion and liabilities of the
same range.
Judge David R. Jones oversees the case.
The Debtor tapped Norton Rose Fulbright US, LLP and O'Melveny &
Myers LLP as bankruptcy counsel; Foley & Lardner LLP and Eversheds
Sutherland US LLP as special counsel; Collet & Associates LLC as
investment banker; and Berkeley Research Group, LLC as financial
advisor. Ted B. Lyon & Associates, The Gallagher Law Firm, West &
Associates LLP, Butch Boyd Law Firm and Boyd Smith Law Firm, PLLC
serve as special litigation counsel and McKool Smith PC serves as
special conflicts counsel. Stretto is the claims and noticing
agent.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtor's case on March 15, 2021. The
committee is represented by the law firms of Porter Hedges, LLP and
Kramer, Levin, Naftalis & Frankel, LLP. FTI Consulting, Inc. and
Lazard Freres & Co. LLC serve as the committee's financial advisor
and investment banker, respectively.
CHUZA OIL: Sattari's Bid to Set Aside Default Judgment Denied
-------------------------------------------------------------
Five months after a default judgment was entered against her,
Sheaneh Sattari moved to set it aside under Fed. R. Civ. P.1
60(b)(3), (4), or (6). The United States Bankruptcy Court for the
District of New Mexico denied the motion but gave the Defendant a
deadline to seek the relief under Rule 60(b)(1). The second motion
is now before the Court.
The Defendant met Bobby Goldstein in 2013 or 2014, when he was a
client at a neurofeedback clinic where the Defendant worked. The
Defendant and Mr. Goldstein developed a professional rapport.
Thinking that her father (Dr. Sattari) and Mr. Goldstein might make
good friends, she introduced them. Eventually, the association led
to Dr. Sattari investing $500,000 in Chuza Oil Company, an oil
production company Mr. Goldstein controlled and largely owned. The
investment was in the form of a common stock purchase, which Dr.
Sattari put in the Defendant's name.
Not long after Dr. Sattari made his investment, Chuza suffered what
Mr. Goldstein described as a "financial catastrophe." Mr. Goldstein
and Dr. Sattari agreed to convert Dr. Sattari's investment from
equity to debt -- for which Chuza, and perhaps Goldstein, would be
liable. A 10% interest rate was agreed upon, as were monthly
payments of $5,000, payable to the Defendant. This agreement was
informal, documented (if at all) in an email that is not in
evidence. Nothing in the record indicates when the agreement was
made.
Chuza filed for Chapter 11 bankruptcy in September 2014. If the
Defendant's equity interest in Chuza was converted to debt
pre-petition, it was not reflected in Chuza's bankruptcy schedules,
statement of financial affairs, or list of equity security holders,
which show the Defendant as a shareholder holding 2% of Chuza's
capital stock.
The Court confirmed Chuza's third amended plan of reorganization in
October 2015. The plan treated the Defendant as an equity security
holder. Under the plan, equity security holders retained their
shares.
The Court closed the case in July 2016. Between October 2016 and
July 2017, Chuza made nine payments to the Defendant, totaling
$50,000. These payments are consistent with treating Defendant's
interest in Chuza as debt rather than equity.
Chuza's reorganization failed; on July 25, 2018, Chuza's creditors
filed this involuntary chapter 7 case. The Court entered an order
for relief on August 27, 2018, and the U.S. Trustee appointed a
Chapter 7 trustee, which filed a number of adversary proceedings to
recover payments made by Chuza in the two years before the
involuntary petition date, including proceedings against the
Defendant, Mr. Goldstein, and Mr. Goldstein's mother and daughter.
This adversary proceeding, filed April 21, 2020, sought to recover
the $50,000 Chuza paid the Defendant.
The Court concludes that the motion is not well taken and must be
denied. The Court explains the Defendant did not carry her burden
of showing that her neglect in failing to answer the complaint in
this proceeding was excusable. The Defendant relied on Bobby
Goldstein's representation that Cliff Gramer "will probably handle"
her defense, even though she had never communicated with Mr. Gramer
and had received no indication that he was handling anything, the
Court notes. Reliance under such circumstances was a mistake that
someone of the Defendant's intelligence and experience should not
have made, especially as the answer date drew near, the Court says.
The mistake was compounded by the long delay in seeking relief
once the Defendant learned of the default judgment, the Court
points out.
"Defendant should have wasted no time finding a lawyer who would
swiftly and diligently represent her interests," the Court
concludes.
The adversary proceeding is PHILLIP J. MONTOYA, Chapter 7 Trustee,
Plaintiff, v. SHEANEH SATTARI, Defendant, Adv. No. 20-1025-t
(Bankr. D.N.M.).
A full-text copy of the Opinion dated December 3, 2021, is
available at https://tinyurl.com/2pmmxupe from Leagle.com.
About Chuza Oil
Based in Dallas, Texas, Chuza Oil Company, Domestic Profit, aka
Chuza Oil Company, Inc., filed a Chapter 11 petition (Bankr. D.N.M.
Case No. 14-12842) in Albuquerque on September 24, 2014. On the
Petition Date, the Debtor had $1.91 million in total assets and
$2.49 million in total liabilities. The petition was signed by
Bobby Goldstein, CEO.
The case is before the Hon. David T. Thuma. The Debtor's counsel
is William F. Davis, Esq., Nephi D Hardman, Esq., Vashti A. Lowe,
Esq., and Phyllis L. MacCutcheon, in Albuquerque, New Mexico.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nmb14-12842.pdf
CLEANSPARK INC: Incurs $21.8 Million Net Loss in FY Ended Sept. 30
------------------------------------------------------------------
CleanSpark, Inc. filed with the Securities and Exchange Commission
its Annual Report on Form 10-K disclosing a net loss of $21.81
million on $49.44 million of total net revenues for the year ended
Sept. 30, 2021, compared to a net loss of $23.35 million on $10.03
million of total net revenues for the year ended Sept. 30, 2020.
As of Sept. 30, 2021, the Company had $317.47 million in total
assets, $11.76 million in total liabilities, and $305.72 million in
total stockholders' equity.
Operating activities used $35,429,342 in cash for the year ended
Sept. 30, 2021, as compared with $6,642,734 for the same period
ended Sept. 30, 2020. The Company's net loss was the main
component of its negative operating cash flow for the year ended
Sept. 30, 2021, offset mainly by stock-based compensation of
$8,546,712, impairment expense of $12,885,786 and depreciation and
amortization of $12,244,368. The Company's net loss of $23,346,143
was the main component of its negative operating cash flow for the
year ended Sept. 30, 2020, offset mainly by amortization of debt
discount of $9,010,547, depreciation and amortization of
$2,672,331, shares issued as interest of $2,050,000, amortization
of capitalized software of $163,918 and stock-based compensation of
$2,053,232.
Cash flows used by investing activities during the year ended Sept.
30, 2021 was $217,714,926, as compared with $2,383,623 for the year
ended Sept. 30, 2020. Its acquisitions of Solar watt Solutions for
$1,000,136, purchase of fixed assets of $139,234,948, and deposits
on mining equipment of $87,959,910 were the main components of our
negative investing cash flow for the year ended Sept. 30, 2021.
The negative cash flow from investing activities is offset by sale
of digital currencies of $11,443,132, acquisition of ATL Data
Center, net of cash received of $45,783 and sale of equity
securities of $373,121.
For the year ended Sept. 30, 2020, its investment in the
capitalized software of $84,924, acquisition of P2K Labs of
$1,141,990, acquisition of Grid Fabric of $371,812, purchase of
fixed assets of $34,897, and investment in equity and debt security
of $750,000 were the main components of its negative investing cash
flow.
Cash flows provided by financing activities during the year ended
Sept. 30, 2021 amounted to $268,058,393, as compared with
$4,313,702 for the year ended Sept. 30, 2020. The Company's
positive cash flows from financing activities for the year ended
Sept. 30, 2021 consisted of $270,656,118 in proceeds from
offerings, $3,750,932 in proceeds from the exercise of warrants and
options offset by repayments of $5,882,553 on promissory notes and
$288,602 in finance leases. The Company's positive cash flows from
financing activities for the year ended Sept. 30, 2020 consisted of
$4,000,000 in proceeds from the sale of common stock, $531,169 in
proceeds from promissory notes offset by repayments of $217,467 on
promissory notes.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000827876/000166357721000668/clsk10k.htm
About CleanSpark
Headquartered in Bountiful, Utah, CleanSpark, Inc. --
www.cleanspark.com -- in the business of providing advanced
software and controls technology solutions to solve modern energy
challenges. The Company has a suite of software solutions that
provide end-to-end microgrid energy modeling, energy market
communications and energy management solutions. Its offerings
consist of intelligent energy monitoring and controls, intelligent
microgrid design software, middleware communications protocols for
the energy industry, energy system engineering and software
consulting services.
COCHRANE ANESTHESIA: Gets Cash Collateral Access Thru Dec 23
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, has authorized Cochrane Anesthesia, PLLC to use
cash collateral on an interim basis in accordance with the budget,
with a 15% variance, through the date of the final hearing.
An immediate and critical need exists for the Debtor to obtain
funds in order to continue the operation of its business.
De Lage Landen Financial Services, Inc. may claim that
substantially all of the Debtor's assets are subject to the
Prepetition Liens of the Secured Lender.
As adequate protection for the Debtor's use of cash collateral, the
Secured Lender is granted valid, binding, enforceable, and
perfected liens co-extensive with the Secured Lender’s
pre-petition liens in all currently owned or hereafter acquired
property and assets of the Debtor.
As adequate protection for the diminution in value of its
interests, the Secured Lender is granted replacement liens and
security interests, in accordance with Bankruptcy Code Sections
361, 363, 364(c)(2), 364(e), and 552, co-extensive with its
pre-petition liens.
The replacement liens granted are automatically perfected without
the need for filing of a UCC-1 financing statement with the
Secretary of State's Office or any other such act of perfection.
The final hearing is scheduled for December 28, 2021 at 2 p.m.
Objections are due December 23.
A copy of the order and the Debtor's monthly budget is available at
https://bit.ly/3242HtW from PacerMonitor.com.
The Debtor projects $80,000 in monthly income and $69,149 in total
expenses.
About Cochrane Anesthesia, PLLC
Cochrane Anesthesia, PLLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 21-42824) on
December 3, 2021. In the petition signed by Glenn Cochrane,
managing partner, the Debtor disclosed up to $100,000 in assets and
up to $500,000 in liabilities.
Joyce W. Lindauer, Esq. at Joyce W. Lindauer Attorney, PLLC,
represents the Debtor's as counsel.
COROTOMAN INC: Appeal from Northgate Property Tax Deed Order Nixed
------------------------------------------------------------------
The United States District Court for the Southern District of West
Virginia, Charleston Division, dismissed as moot the appellate case
captioned COROTOMAN INC., Appellant, v. CHRISTIANA TRUST, et al.,
Appellees, Civil Action No. 2:21-cv-00252 (S.D. W.Va.).
This appeal and the motion to dismiss stem from a proceeding in the
Bankruptcy Court concluding with a Memorandum Opinion and Order
issued on March 31, 2021. The Bankruptcy Estate of Corotoman, Inc.,
brings the appeal following a decision by the Bankruptcy Court to
lift the automatic stay regarding a tract of real estate that had
been part of the Appellant's bankruptcy estate namely,
173-724/1000AC M/L Northgate Business Park.
Corotoman did not pay 2016 real property taxes on the Northgate and
another property. On November 16, 2018, the Sheriff for Kanawha
County held a tax sale for non-payment of 2016 real estate taxes on
the two properties. Christiana Trust submitted the highest bid and
won the liens. Corotoman received notices that if it failed to
redeem the taxes before the expiration of the redemption period, a
tax deed would be issued to the Appellee. Its statutory deadline to
redeem the taxes was set to expire on March 31, 2019.
On March 29, 2019, two days before the redemption period expired,
Corotoman filed for Chapter 11, which triggered the automatic stay
under 11 U.S.C. Section 362(a), freezing any further action
concerning either property. The Appellee subsequently moved the
Bankruptcy Court to modify the automatic stay for cause pursuant to
Section 362(d)(1) and based on abandonment of the estate under
Section 554, to allow the issuance of the tax deeds by the clerk.
At the time of that motion, as the Bankruptcy Court noted, the sole
remaining act for either the Appellee or the state was for the
clerk to issue a deed.
On March 31, 2021, the Bankruptcy Court issued a Memorandum Opinion
and Order granting the Appellee's motion to lift the stay as to the
Northgate Property citing the "ministerial act" of processing the
tax deed. The Appellant appealed the Memorandum Opinion and Order.
However, it did not obtain a stay pending appeal. On April 21,
2021, in the absence of a stay pending appeal, the Clerk of the
County Commission issued a deed to the Northgate Property to the
Appellee. On April 27, 2021, the deed was recorded in Kanawha
County deed book 3094 at page 747.
On October 26, 2021, the Appellant filed a Motion to Allow
Appellant to File a Brief Out of Time and a Brief in support of the
motion asking the District Court to reverse the Bankruptcy Court's
decision as to the Northgate Property. On October 27, the Appellee
filed the Motion of Christiana Trust, as Custodian for GSRAN-Z,
LLC, to Dismiss Appeal and a Memorandum in Support of the Motion.
The District Court notes that neither party has cited, and the
Court is unaware of, any precedent giving it the authority to grant
the relief the Appellant seeks. Instead, the Appellant concedes
that if the Court were to agree that the automatic stay should not
have been lifted or that the ministerial exception was
inapplicable, it would simply give the Appellant the right, under
W.Va. Code Sections 11A-4-3 and 11A-4-4, to seek to set aside the
tax deed.
According to the District Court, this is a right provided to the
Appellant, by statute, regardless of the Court's ruling. Any
finding on the merits by the District Court would essentially be an
advisory opinion. Therefore, the Court does not reach the merits of
the arguments about whether the automatic stay should have been
lifted, or whether the transfer was proper. Those are questions
properly left for the state court hearing an action brought
pursuant to W.Va. Code §§ 11A-4-3 and 11A-4-4. Given the
principles of finality and the fact that the District Court has no
authority to set aside the tax deed or to fashion other remedy, the
appeal is moot, the Court concludes.
A full-text copy of the Memorandum Opinion and Order dated December
3, 2021, is available at https://tinyurl.com/bdfhct2d from
Leagle.com.
About Corotoman Inc.
Corotoman Inc. sought Chapter 11 protection (Bankr. S.D. W.Va. Case
No. 19-20134) on March 29, 2019. In the petition signed by
Corotoman President John H. Wellford, III, the Debtor was estimated
to have assets of less than $50,000 and liabilities of between
$100,001 and $500,000.
The Debtor is represented by the Law Office of John Leaberry,
PLLC.
Martin P. Sheehan was appointed as the Debtor's Chapter 11 trustee.
The trustee tapped Sheehan & Associates, PLLC as his legal
counsel.
CYPRUS MINES: FCR Seeks to Hire Archer & Greiner as N.J. Counsel
----------------------------------------------------------------
Roger Frankel, the future claimants' representative in Cyprus Mines
Corp.'s Chapter 11 case, seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to hire Archer & Greiner, P.C.
The firm will serve as the FCR's local New Jersey counsel in the
Chapter 11 case of LTL Management, LLC, the newly formed subsidiary
of Johnson & Johnson. The case is pending in the U.S. Bankruptcy
Court for the District of New Jersey.
The LTL case is integral to Cyprus Mines' bankruptcy because the
indemnity rights, which Cyprus Mines believes that it has against
J&J, could be a significant asset of its estate, according to
Stephen Packman, Esq., a partner at Archer & Greiner.
Archer & Greiner's services include:
a. appearing, as appropriate and necessary, at hearings and
other court proceedings in the LTL case;
b. preparing reports and other legal papers; and
c. providing other legal services requested by the FCR and his
other retained professionals in connection with the LTL case.
The firm's hourly rates are as follows:
Stephen M. Packman, Partner $685 per hour
Gerard DiConza, Partner $685 per hour
Jerrold S. Kulback, Partner $530 per hour
Douglas G. Leney, Partner $455 per hour
Harrison H.D. Breakstone, Associate $405 per hour
Lance A. Schildkraut, Associate $320 per hour
Christian E. Hansen, Paralegal $225 per hour
Amy M. Huber, Paralegal $180 per hour
The firm will also receive reimbursement for out-of-pocket expenses
incurred.
Mr. Packman disclosed in a court filing that his firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Packman disclosed that:
-- Gerard DiConza's standard New York rate has been discounted
from $730 to $685;
-- none of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case;
-- Archer & Greiner did not represent the FCR prepetition;
and
-- Archer & Greiner expects to develop a budget and staffing
plan for the FCR for the period from Dec. 1, 2021 through the
remainder of 2022.
Archer & Greiner can be reached at:
Stephen M. Packman, Esq.
Archer & Greiner, P.C.
300 Delaware Avenue, Suite 1100
Wilmington, DE 19801
Tel: (302) 777-4350
Email: dcarickhoff@archerlaw.com
About Cyprus Mines Corporation
Cyprus Mines Corporation is a Delaware corporation and a
wholly-owned subsidiary of Cyprus Amax Minerals Co., which is an
indirect subsidiary of Freeport-McMoRan Inc. It currently has
relatively limited business operations, which include the ownership
of various parcels of real property, certain royalty interests that
generate de minimis revenue (e.g., less than $1,500 in each of the
past two calendar years), and the ownership of an operating
subsidiary that conducts marketing activities.
Cyprus Mines is a predecessor in the interest of Imerys Talc
America, Inc. In June 1992, Cyprus Mines sold its talc-related
assets to RTZ America Inc. (later known as Rio Tinto America, Inc.)
through a two-step process. First, Cyprus Mines transferred its
talc-related assets and liabilities (subject to minor exceptions)
to Cyprus Talc Corporation, a newly formed subsidiary of Cyprus
Mines, according to an Agreement of Transfer and Assumption, dated
June 5, 1992.
Second, Cyprus Mines sold the stock of Cyprus Talc Corporation to
RTZ according to a Stock Purchase Agreement, also dated June 5,
1992 (as amended, the "1992 SPA"). The purchase price was
approximately $79.5 million. Cyprus Talc Corporation was later
renamed Imerys Talc America, Inc. Under the 1992 ATA, the entity
now named Imerys expressly and broadly assumed the talc liabilities
of Cyprus Mines and its former subsidiaries that were in the talc
business.
Cyprus Mines filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 21-10398) on Feb. 11, 2021, listing between $10
million and $50 million in assets, and between $1 million and $10
million in liabilities.
The Honorable Laurie Selber Silverstein is the case judge.
The Debtor tapped Reed Smith LLP as bankruptcy counsel, Kasowitz
Benson Torres LLP as special conflicts counsel, and Prime Clerk LLC
as claims agent.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee of tort claimants on March 4, 2021. The tort committee is
represented by Caplin & Drysdale, Chartered, and Campbell & Levine,
LLC. Province, LLC, and Axlor Consulting, LLC serve as the tort
committee's financial advisor and consultant, respectively.
Roger Frankel serves as the legal representative for future
personal injury claimants. The FCR tapped Togut, Segal & Segal,
LLP, Burr & Forman, LLP and Frankel Wyron, LLP as bankruptcy
counsel; Anderson Kill, PC as special insurance counsel; Archer &
Greiner, P.C. as New Jersey counsel; and Province, LLC as financial
advisor. The FCR also tapped the services of economic expert,
Berkeley Research Group, LLC.
DAME CONTRACTING: Wins Cash Collateral Access Thru Feb 2022
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York has
authorized Dame Contracting, Inc. for authority to use cash
collateral in accordance with the budget through February 23,
2022.
A telephonic hearing on the Debtor's bid to use cash collateral is
scheduled for February 16 at 1:30 p.m.
A copy of the order is available at https://bit.ly/3s5Ub98 from
PacerMonitor.com.
About Dame Contracting, Inc.
Dame Contracting, Inc. is a New York corporation founded in 1996 as
a small family-owned construction business. The Company has been
operated and managed by James Connolly and Lara McNeil. Mr.
Connolly is the sole shareholder and the President. Ms. McNeil is
the Vice President and Secretary. Dame Contracting is engaged in
carpentry construction for private and municipal jobs, ranging from
retain stores and restaurants to schools and other municipal
structures.
Dame Contracting sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-71627) on September
13, 2021. In the petition signed by James Connolly, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Alan S. Trust oversees the case.
Adam P. Wofse, Esq., at LaMonica Herbest & Maniscalco, LLP, is the
Debtor's counsel.
DEFOOR CENTRE: Rule 2004 Discovery Bid Against Newtek Denied
------------------------------------------------------------
After confirming its Chapter 11 plan, Defoor Centre, LLC, sought
Rule 2004 discovery from Newtek Business Lending to investigate
potential causes of action against Newtek that would fund a
distribution to the Debtor's equity holders. The potential causes
of action were listed in the Debtor's schedules; described in some
detail in the Debtor's case management summary; and provided for in
the Debtor's confirmed plan. Newtek objected to the Rule 2004
discovery because, in its view, the causes of action the Debtor
sought to investigate were outside the limited post-confirmation
"related-to" jurisdiction of the United States Bankruptcy Court for
the Middle District of Florida, Tampa Division.
According to the Court, when considering whether to allow
post-confirmation Rule 2004 discovery, bankruptcy courts should
take into consideration their limited "related-to"
post-confirmation jurisdiction: if the matter being investigated
under Rule 2004 is one that lies outside the bankruptcy court's
jurisdiction, then no cause exists for the Rule 2004 discovery. But
here, the Court cannot tell whether the Debtor's potential causes
of action lie outside its jurisdiction because those causes of
action haven't been filed yet.
Even so, the Court ruled that it will deny the Debtor's request for
Rule 2004 discovery. A Rule 2004 examination is meant to provide
the Debtor with the preliminary information needed to file a
complaint, the Court noted, pointing out that the Debtor already
has that information. To allow the Debtor to use Rule 2004 when it
already has the preliminary information needed to file its
potential causes of action would give the Debtor an undue strategic
advantage in what amounts to private litigation.
Because the Rule 2004 discovery appears to be an attempt by the
Debtor to gain a strategic advantage in private litigation, as
opposed to an attempt to discover the preliminary information
needed to file an adversary complaint against Newtek, the Court
will enter a separate order denying the Debtor's request for Rule
2004 discovery.
A full-text copy of the Memorandum Opinion dated December 7, 2021,
is available at https://tinyurl.com/phbna26z from Leagle.com.
Mark F. Robens, Esq. -- mrobens@srbp.com – at Stichter, Riedel,
Blain & Postler, P.A., serves as counsel for Newtek Business
Lending, LLC.
David S. Jennis, Esq., Mary A. Joyner, Esq., serves as counsel for
the Debtor.
About Defoor Centre
Defoor Centre, LLC – https://www.defoorcentre.com/ -- owns a real
property located at 1710 Defoor Ave. NW, Atlanta, known as The
Defoor Center. The property is an events venue ideal for private
weddings, mitzvahs,
corporate meetings and parties.
Defoor Centre sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 20-04273) on June 1, 2020. The
petition was signed by Deborah Eason, its member. At the time of
the filing, the Debtor disclosed total assets of $3,588,000 and
total liabilities of $3,349,560. Judge Michael G. Williamson
oversees the case. The Debtor is represented by Jennis Law Firm.
DIOCESE OF ROCKVILLE: FCR Taps Joseph Hage Aaronson as Counsel
--------------------------------------------------------------
Robert Gerber, the future claimants' representative in the Chapter
11 case of The Roman Catholic Diocese of Rockville Centre, New York
seeks court approval to employ Joseph Hage Aaronson, LLC as his
legal counsel.
The firm's hourly rates for its services are as follows:
Gregory Joseph, Partner $1,500 per hour
Robert Gerber, Of Counsel $1,400 per hour
Other Partners/Of Counsel $1,100 - $1,200 per hour
Associates/Counsel $725 - $1,025 per hour
Managing Attorney/Legal Assistants $275 - $300 per hour
The firm will also receive reimbursement for out-of-pocket expenses
incurred.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Joseph
Hage Aaronson provided the following in response to the request for
additional information:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: Joseph Hage Aaronson will not be seeking
reimbursement for certain disbursements that it customarily
recovers in non-bankruptcy matters, including photocopies made
in-house, long-distance telephone charges, faxes, and airfares at
rates higher than coach.
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: Not applicable.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response: Not applicable.
Robert Gerber, Esq., a partner at Joseph Hage Aaronson, disclosed
in a court filing that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Robert E. Gerber, Esq.
Joseph Hage Aaronson LLC
485 Lexington Avenue, 30th Floor
New York, NY 10017
Telephone: (917) 747-0280
Email: rgerber@jhany.com
About The Roman Catholic Diocese
of Rockville Centre, New York
The Roman Catholic Diocese of Rockville Centre, New York, is the
seat of the Roman Catholic Church on Long Island. The Diocese has
been under the leadership of Bishop John O. Barres since February
2017. The State of New York established the Diocese as a religious
corporation in 1958. The Diocese is one of eight Catholic dioceses
in New York, including the Archdiocese of New York. The Diocese's
total Catholic population is approximately 1.4 million, roughly
half of Long Island's total population of 3.0 million. The Diocese
is the eighth largest diocese in the United States when measured by
the number of baptized Catholics.
The Roman Catholic Diocese of Rockville Centre, New York, filed a
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept.
30, 2020. The Diocese was estimated to have $100 million to $500
million in assets and liabilities as of the filing.
The Hon. Shelley C. Chapman is the case judge.
The Diocese tapped Jones Day as legal counsel, Alvarez & Marsal
North America, LLC, as restructuring advisor, and Sitrick and
Company, Inc., as communications consultant. Epiq Corporate
Restructuring, LLC, is the claims agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors. The committee retained Pachulski Stang Ziehl &
Jones, LLP as bankruptcy counsel and Ruskin Moscou Faltischek, PC
as special real estate counsel.
Robert E. Gerber is the legal representative for future claimants
in the Debtor's Chapter 11 case. Joseph Hage Aaronson, LLC and
Michael A. Hogan serve as the FCR's legal counsel and financial
advisor, respectively.
DLJJ & ASSOCIATES: Case Summary & 2 Unsecured Creditors
-------------------------------------------------------
Debtor: DLJJ & Associates, LLC
1801 South La Cienega Blvd., Suite 301
Los Angeles, CA 90035
Chapter 11 Petition Date: December 14, 2021
Court: United States Bankruptcy Court
Central District of California
Case No.: 21-19229
Judge: Hon. Sandra R. Klein
Debtor's Counsel: Michael Chekian, Esq.
CHEKIAN LAW OFFICE, INC.
445 South Figueroa Street 31st Floor
Los Angeles, CA 90071
Tel: 310-390-5529
Fax: 310-451-0739
E-mail: mike@cheklaw.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Annette Rubin as manager.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/LD6LFGA/DLJJ__Associates_LLC__cacbke-21-19229__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Two Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Avila Builders $7,892
616 Eucalyptus Ave. #5
Santa Barbara, CA, 93101
2. Lee & Sons Plumbing & Heating $5,064
806 East Hanley Street
Santa Barbara, CA, 93103
EAST PENN CHILDREN'S: Creditors to be Paid in Full in Plan
----------------------------------------------------------
East Penn Children's Learning Academy, LLC ("EPCLA") submitted
Third Amended Chapter 11 Subchapter V Plan of Reorganization dated
Dec. 10, 2021.
EPCLA entered into a new lease with Russell Afflerbach which was
approved by the Court. Robshe's lease was rejected. The new lease
provides for twice the amount of space for EPCLA to operate than
her former lease with Robshe. EPCLA will be able to double the
amount of children that it can handle, presently at 20, and also
double the amount of monthly revenue. Debtor is expecting
enrollment to reach at least 40 children by the end of December.
The Debtor has provided a 4 year of its projected income and
expenses, as well as projected payments to the creditors. This Plan
will commence one month after confirmation. Debtor has provided for
full payment of its creditors based on the allowed Proofs of
Claim.
Debtor has also received an American Rescue Plan Act (ARPA) Child
Care Stabilization Grant, which will pay out a total of $71,753.00
in six monthly installments of $11,958.83. This will significantly
cut Debtor's operating costs.
The Debtor, and not the Trustee, will make all payments directly
under this Plan.
Class 1 consists of all administrative priority claims entitled to
priority. These claims include the Subchapter V Trustee, Robert J.
Birch, Esquire, and Robshe Enterprises. Debtor will pay these
claims in full by making monthly payments under the Plan. Debtor
proposes to pay the allowed Administrative claim of Robshe
Enterprises in full by making two installment payments, the first
starting at the end of December 2021 after plan confirmation.
There are no unsecured claims.
Debtor will commence making its payments under the plan on the
first day of the calendar month that follows the effective date of
the plan. Debtor will fund the plan payments from the income made
in the ordinary course of its business including any loans and
grants received from the Federal Government and the Commonwealth of
Pennsylvania.
After confirmation of the plan; if not confirmed consensually, the
Debtor will regularly communicate with the Subchapter V Trustee
regarding the plan payments and provide her proof of payment on a
monthly basis. The Debtor will take into consideration any
recommendations of the Subchapter V Trustee to assist the Debtor in
complying with the terms of the plan.
A full-text copy of the Third Amended Plan dated Dec. 10, 2021, is
available at https://bit.ly/3oRTbmV from PacerMonitor.com at no
charge.
Counsel for the Debtor:
Robert J. Birch, Esq.
THE LAW OFFICE OF ROBERT J. BIRCH
617 Swede St.
Norristown, PA 19401
Tel: (610) 277-9700
About East Penn Children's Learning Academy
East Penn Children's Learning Academy, LLC, is a Pennsylvania
limited liability corporation with a registered address at 49 W.
Penn Avenue, Alburtis, Pennsylvania. The Debtor filed a Chapter 11
bankruptcy petition (Bankr. E.D. Pa. Case No. 20-14646) on Dec. 4,
2020. The Debtor hired The Law Office of Robert J. Birch, as
counsel.
FABMETALS INC: Taps Bryan Harvey of Thompson as Expert Witness
--------------------------------------------------------------
Fabmetals, Inc. seeks approval from the U.S. Bankruptcy Court for
the Southern District of Ohio to employ Bryan Harvey of Thompson
Auction Co., Inc. to serve as expert witness.
The Debtor has selected Mr. Harvey as expert witness due to his
"extensive experience." Mr. Harvey has been a Certified Machinery
and Equipment Appraiser (CMEA) since 1988 and has been employed by
Thompson Auction since 2001.
Mr. Harvey will be paid at the rate of $200 per hour for his
services and will be reimbursed for out-of-pocket expenses
incurred.
In court papers, Mr. Harvey disclosed that his firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
Mr. Harvey holds office at:
Bryan D. Harvey
Thompson Auction Co., Inc.
39075 Kemp Rd
Albemarle, NC 28001
Tel: (704) 985-5716
About Fabmetals Inc.
New Carlisle, Ohio-based FabMetals, Inc. filed a petition for
Chapter 11 protection (Bankr. S.D. Ohio Case No. 21-31583) on Sept.
17, 2021, listing as much as $10 million in both assets and
liabilities. Judge Guy R. Humphrey oversees the case.
Patricia J. Friesinger, Esq., at Coolidge Wall Co., L.P.A. and
Kentner Sellers, LLP serve as the Debtor's legal counsel and
accountant, respectively.
Security National Bank, a Division of The Park National Bank, as
lender, is represented by Vorys, Sater, Seymour and Pease, LLP.
FAIR ISAAC: S&P Affirms 'BB+' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings affirmed the 'BB+' issuer credit and issue-level
rating on Fair Isaac Corp. (FICO), a global provider of decision
data analytics and software and service solutions, and its
unsecured notes (including the $500 million add-on). The '3'
recovery rating remains unchanged. S&P also assigned a 'BB+'
issue-level and '3' recovery ratings to the company's unsecured
credit facility, which includes a $600 million revolver and $300
million term loan.
S&P said, "The stable outlook reflects our view that FICO will
maintain its competitive position within the Scores and Software
segments, driving high-single-digit total revenue growth and
adjusted EBITDA margins in the 40% area over the next 12 months. We
expect the company will continue to generate strong free cash flow,
which it will use towards share repurchases, supporting adjusted
leverage in the mid- to high-2x area."
Future price increases within the Scores business has the potential
to exceed management's guidance of 6% total organic revenue growth
in 2022. Previous price actions that began in 2018 were broad-based
within B2B solutions, but S&P expects the new increases to be
targeted toward specific end markets such as insurance, health
care, and international markets, in addition to different end users
within the traditional mortgage, auto, and credit card solutions.
Through continued product innovation, its strong brand recognition,
and entrenched position in the credit decision process, it believes
the company has long-term opportunity for further strategic price
increases.
S&P said, "Software revenues will likely remain lumpy as the
company transitions its delivery to cloud (platform) from
on-premise (non-platform), however, we expect mid-single-digit
percent growth in 2022. We believe a large portion of recent
declines in software revenue were primarily because of changes in
revenue recognition, asset sales and delays in larger contract
sales. For 2021, based on increases in average contract value (ACV)
bookings and annual recurring revenue (ARR) about 8% and 7%
respectively, we expect positive organic revenue growth in the
mid-single-digit percent area. Notably, Platform (cloud) and
non-platform ARR increased 58% and 1% respectively, which
demonstrates a steady transition to cloud and strong net retention
rates.
"The divestment of the Collections & Recovery (C&R) business and
restructuring initiatives improved FICO's operating leverage. In
2022, we expect FICO's adjusted EBITDA margins to be in the 40%
area. In June 2021, FICO sold its lower margin C&R business to
Constellation Software (net proceeds $147 million), as it lacked
the ability to scale on the new cloud-based platform. In addition,
FICO enacted a number of cost reductions following the pandemic,
including headcount reductions and footprint rationalization,
leading to $35 million -$45 million in annual savings. Partially
offsetting these savings is FICO's ongoing investments in the
Software business.
"We expect the company to adopt a more aggressive financial policy
with more shareholder distributions but we believe the company
remains committed to the current rating. Although adjusted leverage
has primarily operated in the 2x area, we expect FICO will continue
to favor shareholder distributions over debt reduction and manage
adjusted leverage in the mid- to high-2x area. In 2022, we expect
about $750 million to $850 million in share repurchases.
"The stable outlook reflects our view that FICO will maintain its
competitive position within the Scores and Software segments,
driving high-single-digit total revenue growth and adjusted EBITDA
margins in the 40% area over the next 12 months. We expect the
company will continue to generate strong free cash flow which it
will use towards share repurchases, supporting adjusted leverage
that is sustained in the mid- to high-2x area.
"We could lower our ratings on FICO if the company adopts a more
aggressive financial policy, including greater–than-expected
shareholder distributions or debt-financed acquisitions, sustaining
leverage above 3x.
"While unlikely over the next 12 months, we could raise our ratings
on FICO if the company can sustain adjusted leverage below 2x,
while also significantly increasing its revenue scale and improving
the diversity of its product streams and end markets. An upgrade
would also be contingent on a change in the company's financial
policy such that it maintains these metrics on a long-term basis."
FORD MOTOR: DBRS Finalizes BB(high) Rating, Trend Stable
--------------------------------------------------------
DBRS Limited finalized its provisional rating of BB (high) with a
Stable trend and an associated recovery rating of RR4 on the $2.5
billion, 3.250% Senior Unsecured Green Bonds due February 12, 2032,
issued by Ford Motor Company. The rating being assigned to this
newly issued debt instrument is based on the rating of an
already-outstanding debt series of the above-mentioned debt
instrument.
The Green Bonds are senior unsecured obligations of Ford and rank
equally and rateably with all other present and future unsecured
and unsubordinated indebtedness of the Company. DBRS Morningstar
understands that the net proceeds from the offering will be used to
finance and refinance, in whole or in part, new or existing green
investments or expenditures that meet the eligibility criteria as
described in Ford's Sustainability Financing Framework (the
Framework) and that are aligned with Ford's corporate
responsibility strategy. Ford has set up a sustainable financing
committee comprising the Company's senior management, which will
oversee the process of evaluation, selection, and ongoing
monitoring of the projects and ensuring compliance with the
Framework.
Notes: All figures are in U.S. dollars unless otherwise noted.
GCP APPLIED: Moody's Affirms Ba3 CFR & Alters Outlook to Positive
-----------------------------------------------------------------
Moody's Investors Service has changed GCP Applied Technologies
Inc.'s outlook to positive from stable. The change in outlook
follows the announced acquisition of GCP for $2.3 billion in cash
by Compagnie de Saint-Gobain SA ("Saint-Gobain", Baa2 stable). The
closing of the transaction is subject to GCP shareholders'
approval, antitrust approvals and satisfaction of other customary
closing conditions with closing expected in the second half of
2022.
At the same time, Moody's has affirmed GCP's Ba3 corporate family
rating, Ba3-PD probability of default rating and other instrument
ratings. SGL-2 Speculative Grade Liquidity Rating remains
unchanged.
"The positive outlook reflects our expectation that GCP's credit
quality will improve after its acquisition by an investment-grade
rated company. As part of a much larger company GCP will be able to
tap into Saint Gobain's greater corporate resources and the
integration will provide cost savings and commercial synergies. GCP
will also be subject to Saint Gobain's more conservative financial
policy and corporate governance," says Jiming Zou, Moody's Vice
President and Lead Analyst for GCP.
Ratings affirmed:
Issuer: GCP Applied Technologies Inc.
Corporate Family Rating, Ba3
Probability of Default Rating, Ba3-PD
$350 million 1st lien senior secured revolving credit facility due
2023, Ba2 (LGD2)
$350 million Gtd senior unsecured global notes due 2026, B1
(LGD4)
Outlook action:
Issuer: GCP Applied Technologies Inc.
Outlook, changed to positive from stable
RATINGS RATIONALE
As an independent company, GCP's Ba3 corporate family rating is
supported by its leading position in the specialty construction
chemicals and building materials, its geographic diversity, and the
company's low-asset based business model. The low-cost, high
specialization and name recognition of GCP's construction products
creates barriers to entry. The company has a maintained a moderate
gross leverage and a net cash position that helps weather against
unexpected weakness in demand or earnings.
As an independent company, GCP's rating is constrained by its
relatively small business scale and the inherently cyclical nature
of the construction markets, as well as meaningful exposure to
construction activity in the emerging markets. Earnings have
weakened in the last several years due to market competition,
management turnover and the impact of the global pandemic. In
nearly all product areas, GCP's competitors are larger, or captive
operations within larger companies with more financial
flexibility.
GCP's has a strong liquidity profile (SGL-2). The company had $482
million in cash, almost full availability under its $350 million
revolving credit facility, and $40 million available liquidity
under various non-U.S. credit facilities at the end of September
2021. Moody's expect the company to comply with the maintenance
covenants of 2.0x minimum interest coverage and 4.5x maximum
leverage ratio as defined in its revolving credit facility.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's would consider upgrading GCP' ratings if the company is
able to enhance its business profile with larger scale and more
diversification, and improve its financial metrics, in particular,
adjusted debt/EBITDA ratio sustainably below 3.0x, adjusted
RCF/debt in the 15% to 20% range and generate ample free cash flow
consistently. A consummation of the announced acquisition by Saint
Gobain would meet facilitate a rating upgrade.
Downgrade is unlikely given the pending acquisition by Saint
Gobain. Moody's would consider downgrading GCP's ratings if the
company's credit metrics deteriorate as a result of weakening
operational performance or a change in its financial policy. Should
its debt/EBITDA ratio rise above 4.0x, RCF/debt fall below 10%,
free cash flow turn negative or liquidity deteriorate, a rating
downgrade could be considered.
GCP is a global provider of specialty chemical construction
products and specialty building materials. The company operates
through two main segments: (1) specialty construction chemicals,
focusing on products that improve the technical specifications of
concrete admixtures and cement additives and (2) specialty building
materials, offering products that protect structures from water,
air, and fire damage. GCP was spun off from W.R. Grace & Co. and
publicly listed in February 2016; it divested its Darex business in
2017.
The principal methodology used in these ratings was Chemical
Industry published in March 2019.
GETTY IMAGES: CC Neuberger Transaction No Impact on Moody's B3 CFR
------------------------------------------------------------------
Moody's Investors Service said Getty Images, Inc.'s ("Getty" or the
"company") recent announcement that the company has entered into a
business combination agreement with CC Neuberger Principal Holdings
II ("CC Neuberger"), a publicly-owned special purpose acquisition
company (SPAC), is credit positive. Moody's views the transaction
favorably given the prospects for debt reduction, elimination of
the approximate $740 million PIK preferred equity instrument
(estimated value, inclusive of fee related to redemption, as of
March 31, 2022) via partial repayment and partial equitization into
common shares, improved free cash flow (FCF) generation, greater
financial flexibility and Moody's expectation for continued solid
organic revenue growth driven by accelerating demand for visual and
digital content.
The announcement does not immediately affect Getty's B3 Corporate
Family Rating (CFR), B3-PD Probability of Default Rating (PDR), B2
ratings on the senior secured first-lien bank credit facilities and
Caa2 rating on the senior unsecured notes. The stable outlook is
also not affected. However, as the transaction nears closure and
definitive information becomes available with respect to Getty's
future financial policy, capital allocation strategy and leverage
target, Moody's will continue to evaluate the credit profile. The
transaction values Getty at an enterprise value of $4.8 billion, or
at 16.4x and 15.2x multiples of Getty's projected FY 2021 EBITDA
and FY 2022 EBITDA, respectively (as reported and adjusted by
Getty). Subject to customary closing conditions and approval from
CC Neuberger shareholders, the transaction is expected to close in
H1 2022. Upon closing, CC Neuberger will merge into a subsidiary of
a newly-formed entity called Getty Images Holdings, Inc., which
will continue as the publicly traded entity and Getty's parent.
Getty's existing common shareholders will roll 100% of their equity
in the transaction and together with existing preferred
shareholders are expected to own approximately 64% of the combined
company at closing, with SPAC investors owning around 22% and CC
Neuberger's sponsor holding 8% (including founder shares and PIPE
shares). According to Getty's and CC Neuberger's public disclosures
[1][2], as currently planned, the transaction's roughly $1.2
billion of new cash equity will be sourced from: (i) $828 million
of CC Neuberger's cash held in trust; (ii) a $200 million forward
purchase agreement from an affiliate of CC Neuberger's sponsor; and
(iii) a $150 million PIPE financing (i.e., $100 million from CC
Neuberger's sponsor and $50 million from the Getty family). Net of
transaction expenses, the new equity sources plus Getty's cash
balances will be used to retire approximately $576 million of
Getty's existing debt, repay $589 million of the PIK preferred
equity instrument (the PIK's remaining $150 million of value will
be converted to common shares) and fund $100 million of opening
balance sheet cash.
Pro forma for the planned debt repayment, Moody's estimates Getty's
debt capitalization at closing will be roughly $1.2 billion
compared to around $1.79 billion at September 30, 2021. On a
Moody's adjusted basis (including Moody's standard operating lease
adjustment and non-standard adjustment for CC Neuberger's
on-balance sheet warrant liabilities), pro forma total debt to
EBITDA will decline from 5.7x at September 30, 2021 to
approximately 4x, which is below the upgrade threshold of 5.5x.
Getty is currently targeting net leverage of 2.5x-3x (as-reported)
within 24 months of closing (equivalent to approximately 3x-3.5x
gross leverage on a Moody's adjusted basis).
Getty's credit profile reflects the company's differentiation
relative to competitors, which includes its: (i) global position as
the leading source of visual imagery with over 1 million customers
annually across 200 countries; (ii) sizable collection of exclusive
and premium pictorial content, believed to be one of the largest
and broadest in the world; and (iii) variable cost operating model
with long-term relationships across a broad customer base
comprising news, entertainment and sports publishing organizations.
Credit profile constraints include: (i) Getty's high financial
leverage; (ii) exposure to SMBs and consumer discretionary
businesses that are typically more cyclical and likely to
experience greater pullback in spend during economic downturns; and
(iii) large number of competitors in the non-exclusive lower-priced
(Royalty-Free) stock imagery vertical.
Headquartered in Seattle, WA, Getty Images, Inc. is a leading
creator and distributor of still imagery, vector, video and
multimedia products, as well as a recognized provider of other
forms of premium digital content, including music. The company was
founded in 1995 and provides stock images, music, video and other
digital content through gettyimages.com and iStock.com. Revenue
totaled just under $900 million for the LTM ended September 30,
2021.
GETTY IMAGES: S&P Places 'B-' ICR on CreditWatch Positive
---------------------------------------------------------
S&P Global Ratings placed all of its ratings on U.S.-based Getty
Images Inc. on CreditWatch with positive implications, including
the 'B-' issuer credit rating on the company, meaning S&P could
raise the ratings following its review.
Getty Images announced that it will merge with special-purpose
acquisition company (SPAC) CC Neuberger Principal Holdings II PRPB
(CCNB2).
The resolution of the CreditWatch will depend on the timing of the
transaction, the amount of debt repaid, the company's pro forma
credit metrics, and S&P's assessment of its financial policy,
including its appetite for acquisitions.
S&P said, "The positive CreditWatch reflects the potential that we
will raise our ratings on Getty following our review. Assuming no
equity redemptions, the proposed transaction will reduce the
company's debt, including its preferred shares, by about $1.165
billion, which it will fund with $1 billion of proceeds from the
SPAC investors, $150 million from private investment in public
equity (PIPE) investors, and a portion of the cash on its balance
sheet less transaction expenses. We expect Getty to repay about
$576 million of its outstanding debt and $589 million of its
preferred shares. The remaining $150 million of preferred shares
will be converted into common equity as part of the transaction.
The preferred shares reflect redemption as of Mar. 31, 2022 and
include fees related to early repayment.
"Getty's S&P Global Ratings-adjusted leverage for the 12 months
ended Sept. 30, 2021, was 7.9x. We estimate its pro forma leverage
will be roughly 4.0x, assuming net debt and preferred repayment of
$1.165 billion upon the completion of the SPAC merger. We also
include $56.4 million in our debt calculation related to warrants
that are reported as a liability given recent U.S. Securities and
Exchange Commission guidance for the treatment of equity
warrants."
Following the merger, the company will be approximately 64% owned
by Getty's existing stockholders (including existing preferred
shareholders), 22% from SPAC investors and 5% from SPAC FPA
investors, and 8% by the founders and founder PIPE investors. While
Getty has indicated that it intends to maintain lower leverage as a
public company, management has also identified opportunistic
acquisitions and growth investments as cash flow priorities. The
company's future financial policy will be a key determinant in the
outcome of our CreditWatch.
S&P said, "We expect Getty to increase its revenue by the
mid-single digit percent area in 2022 due to increased subscription
packages, continued growth in video and editorial stills (including
higher political advertising. We expect that this dynamic, along
with its operating leverage will lead the company's EBITDA to
increase by in the mid-to-high single digit percent range next
year.
"We will resolve the CreditWatch placement following our review of
Getty's final post-merger capital structure and our evaluation of
its financial policies and governance measures. If the transaction
is completed largely in line with the preliminary terms, we could
raise our ratings on the company by up to two notches."
GIRARDI & KEESE: Edelson PC Faces Grilling at Contempt Hearing
--------------------------------------------------------------
Brandon Lowrey of Law360 reports that when Girardi Keese stole
money from its clients' settlements last 2020, it was the firm's
co-counsel at Edelson PC that alerted the court and the world.
On Tuesday, Dec. 7, 2021, as two former Girardi Keese attorneys
face questions at a contempt hearing in Chicago federal court,
Edelson founder Jay Edelson will take the stand to face a furious
judge's grilling about why his firm waited months to reveal that
Girardi Keese had bilked their mutual clients, the Indonesian
widows and orphans of plane crash victims. "We will get hard (but
fair) questions and answer them fully," Edelson tweeted over the
weekend.
About Girardi & Keese
Girardi and Keese or Girardi & Keese was a Los Angeles-based law
firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It
served clients in California in a variety of legal areas. It was
known for representing plaintiffs against major corporations.
An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No.
20-21022) was filed in December 2020 against GIRARDI KEESE by
alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian,
Erika Saldana, Virginia Antonio, and Kimberly Archie.
The petitioners' attorneys:
Andrew Goodman
Goodman Law Offices, Apc
Tel: 818-802-5044
E-mail: agoodman@andyglaw.com
Elissa D. Miller, a member of the firm SulmeyerKupetz, has been
appointed as Chapter 7 trustee for GIRARDI KEESE. The Chapter 7
trustee can be reached at:
Elissa D. Miller
333 South Grand Ave., Suite 3400
Los Angeles, California 90071-1406
Telephone: (213) 626-2311
Facsimile: (213) 629-4520
E-mail: emiller@sulmeyerlaw.com
An involuntary Chapter 7 petition was also filed against Thomas
Vincent Girardi (Case No. 20-21020) on Dec. 18, 2020. The Chapter
7 trustee can be reached at:
Jason M. Rund
Email: trustee@srlawyers.com
840 Apollo Street, Suite 351
El Segundo, CA 90245
Telephone: (310) 640-1200
Facsimile: (310) 640-0200
GLOBAL CARIBBEAN: Seeks to Hire Berkowitz as Accountant
-------------------------------------------------------
Global Caribbean, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Berkowitz
Pollack Brant Advisors CPAS, LLP as its accountant.
The firm's services include:
a. giving advice to the Debtor with respect to its powers and
duties and the continued management of its business operations;
b. advising the Debtor with respect to its responsibilities in
complying with the Office of the U.S. Trustee's operating
guidelines and reporting requirements and with the rules of the
court;
c. assisting in the preparation and filing of tax returns and
other documents required by taxing authorities; and
d. protecting the interest of the Debtor in all matters pending
before the court.
The firm's hourly rates are as follows:
Partners $550 per hour
Staffs $145 per hour
Berkowitz will also receive reimbursement for out-of-pocket
expenses incurred.
Lewis Kevelson, a partner at Berkowitz, disclosed in a court filing
that his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Lewis Kevelson
Berkowitz Pollack Brant Advisors CPAS, LLP
200 S. Biscayne Blvd. 7th Floor
Miami, FL 33131
Tel: (305) 379-7000
Fax: (305) 379-8200
Email: info@bpbcpa.com
About Global Caribbean Inc.
Global Caribbean, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-14402) on May 4,
2021, disclosing total assets of up to $500,000 and total
liabilities of up to $1 million. Judge Scott M. Grossman oversees
the case.
Brian S. Behar, Esq., at Behar, Gutt & Glazer, P.A. and Berkowitz
Pollack Brant Advisors CPAS, LLP serve as the Debtor's legal
counsel and accountant, respectively.
GLOBAL ENERGY: Wins Cash Collateral Access Thru Dec 27
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has
authorized Global Energy Services, LLC to use cash collateral on a
final basis.
The court says the Debtor is permitted to use cash collateral upon
the same terms, conditions and reservations contained in the
Consent Order Between and Among the Debtor, PNC Bank, National
Association, United States Surety Company and U.S. Specialty
Insurance Company, ROC Funding Group LLC and Fox Capital Group,
Inc. entered by the Court on December 3, 2021, and in conformance
with the Budget filed at Docket 16 on November 29, 2021.
A copy of the order is available at https://bit.ly/3pUo7Ci from
PacerMonitor.com.
About Global Energy Services LLC
Global Energy Services, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No.
21-17305) on Nov. 19, 2021, listing as much as $10 million in both
assets and liabilities.
Judge Nancy V. Alquist presides over the case.
Gary R. Greenblatt, Esq., at Coon & Cole, LLC represents the Debtor
as legal counsel.
PNC Bank, National Association, as secured creditor, is represented
by Michael D. Nord, Esq. at Gebhardt & Smith, LLP.
United States Surety Company and U.S. Specialty Insurance Company,
as secured creditors, are represented by Michael S. Zisa, Esq. at
Peckar & Abramson, P.C.
ROC Funding Group LLC and Fox Capital Group, Inc., as secured
creditors, are represented by Shanna M. Kaminski, Esq. at Kaminski
Law, PLLC.
GOMEZ HEATING: Unsecureds Will Get 100% of Claims in 60 Months
--------------------------------------------------------------
Gomez Heating & Air Conditioning, Inc. filed with the U.S.
Bankruptcy Court for the Central District of California a Plan of
Reorganization for Small Business.
The Debtor is a corporation. Since 2008, the Debtor has been in the
business of heating and air conditioning solutions.
This Plan of Reorganization under chapter 11 of the Bankruptcy Code
proposes to pay creditors of the Debtor from operating income.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 100 cents on the dollar. This Plan also provides
for the payment of administrative and priority claims.
Class 2 consists of the secured claim of the LA County Tax
Collector in the amount of $158.41. This Class will be paid in full
on the effective date.
Class 3 consists of non-priority unsecured creditors. Class 3
creditors are impaired and will be paid in monthly payments over 60
months. Class 3 consists of one disputed unsecured claim of $83,686
plus nonpriority portion of taxes totaling $38,753.45. General
unsecured claims total $122,439.45.
Equity security holder Victor Gomez will retain his 100% interest
in Debtor.
The Plan will be funded by Debtor's net operating income. Debtor's
sole shareholder and current manager, Victor Gomez, will continue
to operate Debtor and will administer plan and make plan payments.
A full-text copy of the Plan of Reorganization dated Dec. 10, 2021,
is available at https://bit.ly/31NYU4A from PacerMonitor.com at no
charge.
Attorney for the Plan Proponent:
Jeffrey S. Shinbrot, Esq.
Jeffrey S. Shinbrot, APLC
15260 Ventura Blvd., Suite 1200
Sherman Oaks, CA 91403
Telephone: (310) 659-5444
Facsimile: (310) 878-8304
Email: jeffrey@shinbrotfirm.com
About Gomez Heating & Air Conditioning
Gomez Heating & Air Conditioning, Inc. sought protection for relief
under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
21-17163) on Sept. 13, 2021, listing under $1 million in both
assets and liabilities. Judge Sandra R. Klein presides over the
case. Jeffrey S. Shinbrot, APLC serves as the Debtor's legal
counsel.
GRUPO AEROMEXICO: Amends Tranche 2 DIP Lender Claims Pay Details
----------------------------------------------------------------
Grupo Aeromexico, S.A.B. de C.V. and its Debtor Affiliates
submitted a Disclosure Statement for the Third Revised Joint Plan
of Reorganization dated Dec. 10, 2021.
The Third Amended Plan discusses the changes made with the
treatment of Allowed Tranche 2 DIP Facility Claims Held by Electing
Tranche 2 DIP Lenders. Except to the extent that a Holder of an
Allowed Tranche 2 DIP Facility Claim and the Debtors agree to
different treatment, on the Effective Date, each Electing Tranche 2
DIP Lender, including certain of the parties to the DIP Credit
Agreement Amendment (Apollo, Delta, and the Mexican Pension Fund),
shall receive, on account of such Allowed Tranche 2 DIP Facility
Claim, (i) in the case of Delta, the Delta Conversion Stock, (ii)
in the case of the Mexican Pension Fund, the Mexican Pension Fund
Conversion Stock, and (iiiii) in the case of Apollo, the Apollo
Settlement Consideration.
Each Electing Tranche 2 DIP Lender shall receive, on account of
such Allowed Tranche 2 DIP Facility Claim, accrued interest under
the DIP Credit Agreement at the current Applicable Margin (as
defined in the DIP Credit Agreement) of 14.5% on the outstanding
obligations to such Electing Tranche 2 DIP Lender under the Tranche
2 DIP Facility commencing December 31, 2021 through the Effective
Date, payable in (i) Cash or, (ii) solely in the case of Delta,
payable in Delta Conversion Stock.
Class 3(a) consists of Aerovias and Grupo Aeromexico Recourse
Claims. The Senior Notes Claims are Allowed in an amount of
$411,355,556 at each of Aerovias and Grupo Aeromexico.
Each Holder of a Class 3(a) Claim shall receive, subject to and
except as otherwise set forth in the Equity Commitment Party
Consideration Elections and the Election Notices delivered
thereunder, its Pro Rata share of (a) the Unsecured Creditor Cash
Distribution and (b) to the extent necessary to ensure recovery by
each Holder of a Class 3(a) Claim of 100% of the Aggregate Recourse
Claim Amount, New Stock in an amount sufficient to ensure such
recovery; provided that, notwithstanding the foregoing, an Equity
Financing Commitment Party that is a Recourse Claimant shall, on
account of such Recourse Claimant's Equity Commitment and with
respect to its Allowed Aerovias and Grupo Aeromexico Recourse
Claims, and at its option via the Ballot or the Election Notice, as
applicable, make the Equity Commitment Party Consideration
Election; provided, further that if the Equity Commitment Party
Consideration Elections by the Equity Financing Commitment Parties
would result in more than the full amount of the Unsecured Creditor
Cash Distribution being distributed to Recourse Claimants that are
Equity Financing Commitment Parties, such elections shall be
reduced pro rata and the applicable Equity Financing Commitment
Party shall receive New Stock in lieu of such reduced amount
received from the Unsecured Creditor Cash Distribution.
Disputed Claims Process
On the Initial Distribution Date, the Reorganized Debtors shall
make the Plan Distributions on account of the Allowed portion of a
Claim that is a Disputed Claim. The Reorganized Debtors, shall
determine the maximum amount of New Stock and Cash to be
distributed to the Holders of the Disputed Claims based on the
Disputed amounts of Disputed Claims and as provided for in the Plan
(the "Disputed Claims Cap").
As Disputed Claims are resolved by a Final Order or agreed to by
settlement, the Reorganized Debtors shall distribute (i) the Cash
and New Stock that would have been received on the Initial
Distribution Date by Holders of Disputed Claims if the such
Disputed Claims were Allowed under the Plan (the "Disputed Claim
Plan Recovery") or (ii) if agreed by the Debtors, Required Equity
Commitment Parties and the Required Claimholder Investors, Cash in
a value equal to the Disputed Claim Plan Recovery; in each case net
of any expenses, including any taxes relating thereto or reserves
for estimates thereof, as determined by the Debtors in their sole
discretion. Such amounts will be distributable on account of such
Claims or Interests, solely to the extent such amounts do not
exceed the Disputed Claims Cap.
The Reorganized Debtors shall have no liability for any taxes
imposed in respect of the Disputed Claims Process in the event that
the Disputed Claims Process is treated as a "disputed ownership
fund" for U.S. tax purposes. No interest or dividends will be paid
with respect to any Disputed Claim that becomes an Allowed Claim
after the Effective Date. Any New Stock and/or Cash to account for
Disputed Claims that remains after the Final Distribution Date
shall be promptly distributed to holders to Allowed General
Unsecured Claims Pro Rata, in proportion to the Class-specific
allocations provided for in the Plan.
Insurance Policies
Notwithstanding anything to the contrary in the Disclosure
Statement, the Plan, the Plan Documents, the Confirmation Order,
any bar date notice or Claim objection, any other document related
to any of the foregoing or any other order of the Bankruptcy Court
(including, without limitation, any other provision that purports
to be preemptory or supervening, grants an injunction, discharge or
release, confers Bankruptcy Court jurisdiction, grants a discharge,
injunction or release, or requires a party to opt out of any
releases):
* (a) Each of the Debtors' Insurance Policies, and any
agreements, documents or instruments relating thereto, are treated
as Executory Contracts under the Plan and, on the Effective Date,
the Debtors shall be deemed to have assumed, pursuant to sections
105 and 365 of the Bankruptcy Code, all Insurance Policies such
that the Reorganized Debtors shall become and remain liable in full
for all of their and the Debtors' obligations under the Insurance
Policies, regardless of whether such obligations arise before or
after the Effective Date;
* (b) Except as set forth in Section 7.12 of the Plan, nothing
(1) alters, modifies or otherwise amends the terms and conditions
of (or the coverage provided by) any of such Insurance Policies or
(2) alters or modifies the duty, if any, that the Insurers have to
pay Claims covered by such Insurance Policies and their right to
seek payment or reimbursement or draw on any collateral or security
therefor; provided, that, for the avoidance of doubt Insurers shall
not need to nor be required to file or serve a cure objection or a
request, application, Claim, Proof of Claim or motion for payment
and shall not be subject to any claims bar date or similar deadline
governing cure amounts or Claims; and
* (c) The injunctions set forth in Article VIII of the Plan,
if and to the extent applicable, shall be deemed lifted without
further order of this Bankruptcy Court, solely to permit: (1)
claimants with valid workers' compensation claims or direct action
claims against an Insurer under applicable non-bankruptcy law to
proceed with their claims; (2) the Insurers to administer, handle,
defend, settle, and/or pay, in the ordinary course of business and
without further order of this Bankruptcy Court, (A) workers'
compensation claims, (B) claims where a claimant asserts a direct
claim against any Insurer under applicable non-bankruptcy law, or
an order has been entered by this Bankruptcy Court granting a
claimant relief from the automatic stay or the injunctions set
forth in Article VIII of the Plan to proceed with its claim, and
(C) all costs in relation to each of the foregoing; and (3) the
Insurers to cancel any Insurance Policies, and take other actions
relating to the Insurance Policies, to the extent permissible under
applicable non-bankruptcy law and the terms of the Insurance
Policies.
Counsel to the Debtors:
DAVIS POLK & WARDWELL LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
Facsimile: (212) 701-5800
Marshall S. Huebner
Timothy Graulich
James I. McClammy
Stephen D. Piraino
Erik Jerrard
About Grupo Aeromexico
Grupo Aeromexico, S.A.B. de C.V. (BMV: AEROMEX) --
https://www.aeromexico.com/ -- is a holding company whose
subsidiaries are engaged in commercial aviation in Mexico and the
promotion of passenger loyalty programs. Aeromexico, Mexico's
global airline, has its main hub at Terminal 2 at the Mexico City
International Airport. Its destinations network features the United
States, Canada, Central America, South America, Asia and Europe.
Grupo Aeromexico and three of its subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 20-11563) on June 30,
2020. In the petitions signed by CFO Ricardo Javier Sanchez Baker,
the Debtors reported consolidated assets and liabilities of $1
billion to $10 billion.
The Debtors tapped Davis Polk and Wardell LLP as their bankruptcy
counsel, KPMG Cardenas Dosal S.C. as auditor, and Rothschild & Co
US Inc. and Rothschild & Co Mexico S.A. de C.V. as financial
advisor and investment banker. White & Case LLP, Cervantes Sainz
S.C. and De la Vega & Martinez Rojas, S.C., serve as the Debtors'
special counsel. Epiq Corporate Restructuring, LLC, is the claims
and administrative agent.
The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors on July 13, 2020. The committee is represented
by Willkie Farr & Gallagher, LLP and Morrison & Foerster, LLP.
GTT COMMUNICATIONS: Gets OK to Hire KPMG as Tax Service Provider
----------------------------------------------------------------
GTT Communications, Inc. and its affiliates received approval from
the U.S. Bankruptcy Court for the Southern District of New York to
employ KPMG, LLP to provide them with tax and advisory services.
The firm's hourly rates are as follows:
Partners $571 per hour
Managing Directors $548 per hour
Senior Managers/Directors $454 to $492 per hour
Managers $418 per hour
Senior Associates $329 per hour
Associates $230 per hour
Prior to the petition date, the firm received a retainer in the
amount of $800,000. The firm will also be reimbursed for
out-of-pocket expenses incurred.
Erik Lange, a partner at KPMG, disclosed in a court filing that his
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached at:
Erik Lange
KPMG LLP
Aon Center Suite 5500
200 E. Randolph Street
Chicago, IL 60601-6436
Tel: (212) 872-6654 / (312) 665-1000
Fax: (312) 665 6000
About GTT Communications Inc.
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.
Akin Gump Strauss Hauer & Feld, LLP and Kelley Drye & Warren, LLP
serve as the Debtors' bankruptcy counsel and special counsel,
respectively. The Debtors also tapped TRS Advisors as financial
advisor and investment banker; CohnReznick, LLP as independent
auditor; KPMG, LLP as tax service provider; 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 CohnReznick as Independent Auditor
-----------------------------------------------------------
GTT Communications, Inc. and its affiliates received approval from
the U.S. Bankruptcy Court for the Southern District of New York to
employ CohnReznick, LLP as independent auditor.
The firm's services include:
a. auditing the consolidated balance sheet of the Debtors and
their subsidiaries as of Dec. 31, 2020, and related filings
including their consolidated statements of operations;
b. auditing the Debtors' internal control over financial
reporting as of Dec. 31, 2020;
c. performing additional audit and review procedures as a result
of potential errors related to previously reported results for the
quarter ended March 31, 2020 as well as the years ended Dec. 31,
2017, 2018 and 2019, respectively;
d. issuing audit reports on GTT's Dec. 31, 2020 financial
statements, schedules supporting financial statements, and the
effectiveness of internal control over financial reporting;
e. performing a review of the unaudited quarterly financial
information of the Debtors and their subsidiaries for each of the
four quarters and the year-to-date periods in the year ending Dec.
31, 2020;
f. providing other necessary auditing services.
The firm's hourly rates are as follows:
Partners/Principals $700 to $950 per hour
Managing Directors/Directors $600 to $850 per hour
Senior Managers/Managers $500 to $750 per hour
Senior/Associate Staff $250 to $550 per hour
Paraprofessionals $150 to $300 per hour
CohnReznick received payments totaling $1,082,902.75 during the 90
period prior to the petition date. The firm will be reimbursed for
out-of-pocket expenses incurred.
Michael Monahan, a partner at CohnReznick, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Michael F. Monahan
CohnReznick LLP
100 Jericho Quadrangle Suite 223
Jericho, NY 11753-2708
Tel: (516) 336-5500
Fax: (516) 336-5520
About GTT Communications Inc.
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.
Akin Gump Strauss Hauer & Feld, LLP and Kelley Drye & Warren, LLP
serve as the Debtors' bankruptcy counsel and special counsel,
respectively. The Debtors also tapped TRS Advisors as financial
advisor and investment banker; CohnReznick, LLP as independent
auditor; KPMG, LLP as tax service provider; 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 Kelley Drye & Warren as Special Counsel
----------------------------------------------------------------
GTT Communications, Inc. and its affiliates received approval from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Kelley Drye & Warren, LLP as special counsel.
The firm's services include:
a. responding to any inquiries of the Committee for the
Assessment of Foreign Participation in the United States
Telecommunications Services Sector and negotiating any changes to
the Debtors' current mitigation arrangement with the member U.S.
Executive Agencies of the Committee and with regard to on-going
compliance under the existing or any changes to the mitigation
arrangement;
b. providing federal and state telecommunications regulatory
legal services to the Debtors, including the preparation or review
of required regulatory filings, review of
telecommunications-related contracts, compliance-related advice and
advice related to inter-carrier and customer disputes;
c. advising regarding the Debtors' reporting obligations under
the Securities Exchange Act of 1934 and any federal, state and
local tax matters, including tax matters related to various merger
and acquisition transactions; and
d. litigating on behalf of the Debtors in connection with the
foregoing services or as otherwise requested by the Debtors.
The firm's hourly rates are as follows:
Partners $800 to $1,075 per hour
Associates $455 to $850 per hour
Kelley Drye & Warren will receive reimbursement for out-of-pocket
expenses incurred.
The firm received total payments in the amount of $354,598.54
during the 90 day period prior to the petition date, and
$691,834.37 during the one year period prior to the petition date
for services performed and expenses incurred.
In response to the request for additional information set forth in
paragraph D.1 of the U.S. Trustee Guidelines, Edward Yorkgitis,
Jr., Esq., a partner at Kelley Drye & Warren, disclosed the
following:
a. Kelley Drye & Warren did not agree to any variations from,
or alternatives to, its customary billing arrangements for this
engagement.
b. None of Kelley Drye & Warren's professionals included in
this engagement varied or will vary their rate based on the
geographic location of the Debtors' Chapter 11 cases.
c. In Kelley Drye & Warren's representation of the Debtors in
the 12 months prior to the petition date, the firm's billing rates
and the material financial terms of the pre-bankruptcy engagement,
including any adjustments during this period, include the
following: (i) the hourly billing rates for Kelley Drye & Warren
professionals who rendered the services during this period range
from $730 to $870 for partners and $455 to $700 for associates and
special counsel; and (ii) the Debtors were billed for its services
on a monthly basis.
d. Kelley Drye & Warren will provide such information as the
Debtors request or require for them to prepare and submit budget
and staffing plans required under the Amended Guidelines.
Mr. Yorkgitis disclosed in a court filing that his firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
Kelley Drye & Warren can be reached at:
Edward A. Yorkgitis, Jr., Esq.
Kelley Drye & Warren LLP
3 World Trade Center
New York, NY 10007
Tel: (212) 808-7800
Email: cyorkgitis@kelleydrye.com
About GTT Communications Inc.
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.
Akin Gump Strauss Hauer & Feld, LLP and Kelley Drye & Warren, LLP
serve as the Debtors' bankruptcy counsel and special counsel,
respectively. The Debtors also tapped TRS Advisors as financial
advisor and investment banker; CohnReznick, LLP as independent
auditor; KPMG, LLP as tax service provider; 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: Wins Final Cash Collateral Access
-----------------------------------------------------
Judge Michael E. Wiles of the U.S. Bankruptcy Court for the
Southern District of New York authorized GTT Communications, Inc.,
and its debtor-affiliates to use cash collateral on a final basis,
pursuant to the approved budget and provide adequate protection to
the secured lenders and KeyBank National Association, as
administrative agent.
The Debtors have a need to use Cash Collateral to, among other
things, preserve and maintain the value of their estates and
businesses and maximize value for all stakeholders.
In accordance with the terms of the Credit Agreement and the
Restructuring Support Agreement, the Debtors retained $35,000,000
in cash proceeds from the sale of the Infrastructure Business to
finance the Debtors' Chapter 11 Cases. As of the Petition Date,
$20,000,000 remains of the Retained Cash Proceeds, all of which
constitutes cash collateral.
Prepetition Secured Obligations
As of the Petition Date, the Debtors are jointly and severally
indebted to the Secured Parties, as follows:
* $38,130,907 in aggregate principal amount under the Revolving
Credit Facility, including all accrued and unpaid interest as of
the Petition Date;
* $870,394,354 in aggregate principal amount under the U.S.
Term Facility, together with all accrued and unpaid interest as of
the Petition Date; and
* (i) EUR368,811,167 in aggregate principal amount under the
Original EMEA Term Facility; and (ii) $70,093,110 in aggregate
principal amount under the 2020 EMEA Term Loan, together with all
accrued and unpaid interest thereon as of the Petition Date, plus
all premiums, fees, costs and expenses, inclusive of $4,135,506 of
outstanding letters of credit issued.
These prepetition obligations are secured by first priority liens
on substantially all of the Debtors' assets.
Debtor GTT was a party to secured hedge agreements with each of
SunTrust Bank; Credit Suisse International; ING Capital Markets,
LLC; and Citizens Bank, National Association, as of the Petition
Date. As of the Petition Date, GTT was indebted to the Secured
Hedge Providers in the aggregate amount of $26,073,009, of which
(a) $7,835,108 was due and owing under the SunTrust ISDA, (b)
$9,336,847 was due and owing under the Credit Suisse ISDA, (c)
$2,098,771 was due and owing under the ING ISDA and (d) $6,802,282
was due and owing under the Citizens ISDA. The Hedging Obligations
are secured pari passu by the Prepetition Liens.
In addition, the Credit Parties, several of GTT's direct and
indirect subsidiaries that are not Credit Parties -- Subordinated
Intercompany Lenders -- and the Administrative Agent, are party to
an Intercompany Subordination Agreement dated as of May 31, 2018,
pursuant to which the parties agreed that (a) all debts owed by a
Credit Party to a Subordinated Intercompany Lender is subordinated
in right of payment to the Secured Obligations, and (b) no
Subordinated Intercompany Lender would demand, sue for, take or
receive from any Credit Party any amounts owing to such
Subordinated Intercompany Lender, in an Event of Default under the
Credit Agreement.
Adequate Protection for Cash Collateral Use
As adequate protection, the Administrative Agent, for itself and
the other applicable Secured Parties, is granted, subject to the
Carve Out (i) additional and replacement, valid, binding and
automatically perfected postpetition security interests in and
liens on all property of the Debtors; and (ii) allowed
administrative expense claims against each of the Debtors, with
recourse to all Adequate Protection Collateral, to the extent of
diminution in value of the Prepetition Secured Parties' interests
in the Cash Collateral from and after the Petition Date.
The Carve Out includes, among other things, (i) all reasonable fees
and expenses up to $100,000 incurred by a trustee under Section
726(b) of the Bankruptcy Code, and (ii) Allowed Professional Fees
of Debtor Professionals -- incurred after the first business day
following delivery by the Administrative Agent of the Carve Out
Trigger Notice -- in an aggregate amount up to $11,000,000, which
shall be increased to $13,000,000 if a Committee is appointed and
the Court approves the retention of at least one professional
advisor to such Committee, plus the amount of any Court-approved
transaction fee approved in connection with the Debtors' retention
of Piper Sandler & Co. as their investment banker.
As further adequate protection, the Debtors are authorized and
directed to:
(1) pay all reasonable and documented fees and out-of-pocket
expenses of:
a. Jones Day and Huron Consulting Group, as counsel and
financial advisor, respectively, to the Administrative Agent;
b. Milbank LLP and Houlihan Lokey Capital, Inc., as counsel
and financial advisor, respectively, to an ad hoc group of Secured
Lenders, as well as any local counsel(s), a board search consultant
retained on market terms reasonably acceptable to the Ad Hoc Lender
Group and the Debtors and any other attorneys, accountants, other
professionals, advisors and consultants for the Ad Hoc Lender
Group, if any, as may be mutually agreed between the Ad Hoc Lender
Group and the Debtors; and
c. Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel
to an ad hoc group of 2020 EMEA Term Loan Lenders, as well as any
local counsel(s) and any other attorneys, accountants, other
professionals, advisors and consultants for the 2020 Ad Hoc Lender
Group, as may be mutually agreed between the 2020 Ad Hoc Lender
Group and the Debtors;
(2) make cash payments to the Administrative Agent equal to the
accrued and unpaid interest due under the:
a. Revolving Loans (for the benefit of the Revolving
Lenders);
b. U.S. Term Loans (for the benefit of the U.S. Term Loan
Lenders);
c. Original EMEA Term Loans (for the benefit of the Original
EMEA Term Loan Lenders);
d. 2020 EMEA Term Loans (for the benefit of the 2020 EMEA
Term Loan Lenders); and
(3) make cash payments to the Secured Hedge Providers for the
accrued and unpaid interest due under the Secured Hedge
Agreements.
The Debtors will pay the reasonable and documented professional
fees and out-of-pocket expenses and disbursements of professionals
no later than 10-calendar day Review Period after the receipt by
the Debtors, counsel for the Committee (if any), and the U.S.
Trustee of each of the invoices therefor without the necessity of
filing formal fee applications or complying with the U.S. Trustee
Guidelines.
A copy of the Final Order and the Debtor's budget is available for
free at https://bit.ly/3m78UMS from Prime Clerk, claims and
noticing agent.
The 13-week budget provided for:
$46,000,000 in consolidated ordinary course operating cash
flows,
$26,000,000 in in consolidated non-ordinary course
disbursements,
$16,000,000 in consolidated financing cash flows for the
period from November 5, 2021 through January 28, 2022.
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 connects people across organizations, around the
world, and to every application in the cloud.
GTT Communications, Inc., 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, 2201. As of the Petition Date, the Debtors had
prepetition funded indebtedness totaling $2.015 billion.
The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as counsel;
TRS Advisors as investment banker; and Alvarez & Marsal, LLC as
restructuring advisor. Prime Clerk, LLC, is the claims agent.
HARTE GOLD: Gets CCAA Initial Stay Order
----------------------------------------
Harte Gold Corp. sought and obtained an initial order under the
Companies' Creditors Arrangement Act, as amended. The Initial
Order provides, among other things, a stay of proceedings until
Dec. 16, 2021, and may be extended by the Court from time to time.
Harte said it will be seeking an extension of the Stay Period at a
hearing scheduled for Dec. 16, 2021. Pursuant to the Initial
Order, FTI Consulting Canada Inc. was appointed as monitor of the
Company.
Pursuant to the Initial Order, all persons having oral or written
agreements with Harte or statutory or regulatory mandates for the
supply of goods and/or services are restrained until further Order
of the Court from discontinuing, altering, interfering with or
terminating the supply of such goods or services as may be required
by Harte, provided that the normal prices or charges for all such
goods or services received after the date of the Initial Order are
paid Harte in accordance with normal payment practices of Harte or
such other practices as may be agreed upon by the supplier or
service provider and Harte and the Monitor, or as may be ordered by
this Court. The Initial Order prohibits Harte from making payment
of amounts relating to the supply of goods or services prior to
December 7, 2021, other than certain payments specified in the
Initial Order.
During the Stay Period, all parties are prohibited from commencing
or continuing legal action against Harte and all rights and
remedies of any party against or in respect of Harte or their
assets are stayed and suspended except with the written consent of,
the Company and the Monitor, or leave of the Court.
To date, no claims procedure has been approved by the Court and
creditors are therefore not required to file a proof of claim at
this time.
The Monitor can be reached at:
FTI Consulting
TD Waterhouse Tower
79 Wellington Street West
Suite 2010, P.O. Box 104
Toronto, Ontario M5K 1G8
Tel: 1-416-649-8139
1-888-483-4880 (Toll Free)
Fax: 416-649-8101
Email: Hartegold@fticonsulting.com
Nigel Meakin
Tel: (416) 649-8065
Email: nigel.meakin@fticonsulting.com
Jeffrey Rosenberg
Tel: (416) 649-8073
Email: jeffrey.rosenberg@fticonsulting.com
Graham McIntyre
Tel: (416) 649-8045
Email: Graham.McIntyre@fticonsulting.com
Counsel to the Company:
Stikeman Elliot LLP
5300 Commerce Court West 199 Bay Street
Toronto, ON M5L 1B9
Guy P. Martel
Tel: (514) 397-3163
Email: GMartel@stikeman.com
Danny Duy Vu
Tel: (514) 397-6495
Email: DDVu@stikeman.com
Claire Zikovsky
Tel: (514) 397 3340
Email: czikovsky@stikeman.com
Lee Nicholson
Tel: (416) 869-5604
Email: leenicholson@stikeman.com
William Rodier-Dumais
Tel: (514) 397-3298
Email: wrodierdumais@stikeman.com
Counsel to the Court-appointed Monitor:
Goodmans LLP
Bay Adelaide Centre - West Tower
333 Bay Street, Suite 3400
Toronto, ON M5H 2S7
Joseph Pasquariello
Tel: (416) 597-4216
Email: jpasquariello@goodmans.ca
Chris Armstrong
Tel: (416) 849-6013
Email: carmstrong@goodmans.ca
Andrew Harmes
Tel: (416) 849-6923
Email: aharmes@goodmans.ca
A copy of the Initial Order and copies of the materials filed in
the CCAA proceedings may be obtained at
http://cfcanada.fticonsulting.com/harte
Harte Gold Corp. engages in the exploration, acquisition, and
development of mineral resource properties with a focus on gold.
Its projects include the Sugar Zone and Stoughton-Abitibi
properties. The company was founded on Jan. 22, 1982 and is
headquartered in Toronto, Canada.
HNA GROUP CO: Bankruptcy Filing Upheld Over Co-Owner Protest
------------------------------------------------------------
Steven Church of Bloomberg News reports that a unit of China's HNA
Group Co. filed for bankruptcy properly in order to protect the
value of a Park Avenue skyscraper it co-owns, a judge ruled.
U.S. Bankruptcy Judge Mary Walrath denied a request from the
property's manager, SL Green Realty Corp, to dismiss the
bankruptcy.
SL Green argued the Chapter 11 case was filed in bad faith and in
violation of a co-ownership agreement.
Walrath found that the filing was legitimate even though SL Green,
as a co-owner, claimed that the skyscraper could not be put in
bankruptcy protection without its permission.
About HNA Group
China-based HNA Group Co. Ltd. offers airlines services. The
Company provides domestic and international aviation
transportation, air travel, aviation maintenance, and aviation
logistics services. HNA Group also operates holding, capital,
tourism, logistics, and other business.
As reported in the Troubled Company Reporter-Asia Pacific, HNA
Group on Jan. 29, 2021 declared bankruptcy and restructuring after
a multi-year debt and liquidity crisis. The company was informed by
South China's Hainan High People's Court on Jan. 29 that "because
the company is unable to pay off its debts, related creditors
appealed to the court for the company's bankruptcy and
restructuring," HNA said.
According to Global Times, HNA Group said it will cooperate with
the court for judicial review, carry forward the debt disposal, and
support the court's protection of the legal rights of its creditors
so as to ensure the smooth operations of the company.
On March 15, 2021, a court in Hainan approved the merger and
restructuring of 320 affiliates of HNA Group into the parent
company, paving way for the conglomerate to eventually emerge from
bankruptcy, Caixin Global said.
HNA Group was designated as administrator of the merger, according
to a statement issued March 15 by the Hainan High People's Court.
The 320 units will be integrated into HNA group's bankruptcy
reorganization, and the group will submit a restructuring plan to
the creditor meeting for approval, the court said.
HOBO PROPERTIES: Case Summary & 2 Unsecured Creditors
-----------------------------------------------------
Debtor: Hobo Properties, LLC
12139 Airline Highway
Baton Rouge, LA 70817
Business Description: Hobo Properties, LLC is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: December 14, 2021
Court: United States Bankruptcy Court
Middle District of Louisiana
Case No.: 21-10586
Debtor's Counsel: Arthur A. Vingiello, Esq.
THE STEFFES FIRM, LLC
13702 Coursey Blvd.
Building 3
Baton Rouge, LA 70817
Tel: 225-751-1751
E-mail: avingiello@steffeslaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Kathleen Hoffpauir as manager.
A copy of the Debtor's list of two unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/WARJI4Y/Hobo_Properties_LLC__lambke-21-10586__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/R3CH6BY/Hobo_Properties_LLC__lambke-21-10586__0001.0.pdf?mcid=tGE4TAMA
HOME REALTY: Trustee Taps Millard Ray Archer as Real Estate Agent
-----------------------------------------------------------------
Bettye Bedwell, Chapter 11 liquidating trustee for Home Realty
Company of Memphis, Inc., received approval from the U.S.
Bankruptcy Court for Western District of Tennessee to employ
Millard Ray Archer, a real estate agent at Real Estate Mart of
Tennessee, Inc.
Mr. Archer will market and negotiate the sale of the Debtor's
interest in a parcel of real property located at 5344 Breckenwood
Drive, Memphis, Tenn.
The real estate agent will receive a commission of 7 percent of the
gross sales price.
Mr. Archer disclosed in court filings that he is a disinterested
person within the meaning of Section 101(14) of the Bankruptcy
Code.
Mr. Archer can be reached at:
Millard Ray Archer
Real Estate Mart of Tennessee, Inc.
7836 Church Street
Millington TN 38053
Phone: 901-872-8888
About Home Realty Company of Memphis
Home Realty Company of Memphis, Inc. filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Tenn. Case No. 13-31959) on Nov. 4, 2013,
listing under $1 million in both assets and liabilities. Judge M.
Ruthie Hagan oversees the case.
Russell W. Savory, Esq., at Gotten, Wilson, Savory and Beard, PLLC
served as the Debtor's legal counsel.
L. Allen Exelbierd, CPA was provisionally appointed as liquidating
trustee in the Debtor's Chapter 11 case. Bettye S. Bedwell was
later appointed to serve as the successor trustee on June 14, 2018.
ICAN BENEFIT: Wins Cash Collateral Access on Final Basis
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
West Palm Beach Division, authorized iCan Benefit Group, LLC and
its debtor-affiliates to use cash collateral on a final basis.
The Court says any prospective relief requested in the Motion as of
the expiration of the term of the most recent Interim Order is
denied as moot.
The Court also retains jurisdiction with respect to all matters
arising from or related to the implementation or interpretation of
the Order.
About iCan Benefit Group, LLC
iCan Benefit Group, LLC -- https://icanbenefit.com/ -- is a
licensed insurance agency offering a variety of benefit programs
and insurance products from a number of licensed insurance
companies.
iCan Benefit Group and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No.
21-12567) on March 18, 2021. Stephen M. Tucker, manager, signed
the petitions. In its petition, iCan Benefit Group disclosed $10
million to $50 million in both assets and liabilities.
Judge Mindy A. Mora oversees the cases.
Agentis PLLC serves as the Debtors' legal counsel.
INTELSAT SA: Judge Keith L. Phillips Pauses Va. Ch. 11 Mediation
----------------------------------------------------------------
Jeff Montgomery of Law360 reports that the confirmation opponents
in the $15 billion Chapter 11 of global satellite
telecommunications venture Intelsat SA received a 1.5-day break
after a sixth day of testimony Monday, December 13, 2021, with a
judge reporting signs of progress during parallel mediation
efforts.
U.S. Bankruptcy Judge Keith L. Phillips in Virginia ordered the
pause after a day of disputed testimony over which Intelsat entity
should receive some $4. 9 billion in federal "accelerated
relocation payments" for early surrenders of wireless communication
frequencies as well as battling over disputed debtor releases of
billions in noteholder claims.
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.
INTERIM HEALTHCARE: Trustee Taps Cliff Dyer as Accountant
---------------------------------------------------------
Richard Blum, the official administering the litigation trust of
Interim Healthcare of Southeast Louisiana, Inc., seeks approval
from the U.S. Bankruptcy Court for the Eastern District of
Louisiana to employ Cliff Dyer, CPA, A Professional Accounting
Corporation as his accountant.
The trustee requires an accountant to file tax returns and provide
financial advisory services and other accounting services.
The firm's hourly rates are as follows:
Partners $165 per hour
Senior manager $140 per hour
Managers $105 per hour
Seniors $85 per hour
Staff & Paraprofessionals $70 per hour
The firm will also receive reimbursement for out-of-pocket expenses
incurred.
Cliff Dyer, a partner at Cliff Dyer, CPA, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Cliff Dyer
Cliff Dyer, CPA,
A Professional Accounting Corporation
1338 Gause Blvd 201
Slidell, LA 70458
Tel: (985) 649-5285
About Interim Healthcare of
Southeast Louisiana
Interim Healthcare of Southeast Louisiana, Inc. is a home health
care services provider based in Covington, La.
Interim Healthcare of Southeast Louisiana filed a voluntary Chapter
11 petition (Bankr. Case No. 19-13127) on Nov. 19, 2019, listing as
much as $10 million in both assets and liabilities. Julia Burden,
president and chief executive officer, signed the petition.
Judge Douglas D. Dodd oversees the case.
The Debtor tapped Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as
legal counsel, Dyer & Company, LLC as accountant, and The Kingsley
Group as restructuring advisor. Kingsley Group President Richard
Blum is the Debtor's chief restructuring officer.
Richard K. Blum is the official appointed to administer the
litigation trust of Interim Healthcare of Southeast Louisiana.
Lugenbuhl, Wheaton, Peck, Rankin & Hubbard and Cliff Dyer, CPA, A
Professional Accounting Corporation serve as the litigation
trustee's legal counsel and accountant, respectively.
INTERNATIONAL EXPEDITED: Taps Mickler & Mickler as Legal Counsel
----------------------------------------------------------------
International Expedited Services, Inc. seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to hire Mickler
& Mickler to serve as legal counsel in its Chapter 11 case.
The firm will be paid at hourly rates ranging from $250 to $350.
Brian Mickler, Esq., the attorney who will be handling the case,
does not have interest adverse to the Debtor and its bankruptcy
estate, according to court filings.
The firm can be reached through:
Brian K. Mickler, Esq.
Law Offices of Mickler & Mickler
5452 Arlington Expressway
Jacksonville, FL 32211
Office: 904-725-0822
Cell: 904-725-0822
Fax: 904-725-0855
Email: bkmickler@planlaw.com
About International Expedited Services
International Expedited Services, Inc. sought protection for relief
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
21-02854) on Dec. 9, 2021, listing up to $100,000 in assets and up
to $50,000 in liabilities. Bryan K. Mickler, Esq., at Mickler &
Mickler represents the Debtor as legal counsel.
INTERNATIONAL EXPEDITED: Unsecureds Will Get 100% in 36 Months
--------------------------------------------------------------
International Expedited Services, Inc., filed with the U.S.
Bankruptcy Court for the Middle District of Florida a Subchapter V
Plan of Reorganization dated Dec. 10, 2021.
The Debtor is the operator of a logistics and freight arranging
service located in Jacksonville, FL. The company was started by the
Mother of the current operator in 1999 and has continuously
operated since that time.
In June of 2019, the Debtor and a competitor in the field decided
to join forces and attempt to expand their businesses. The
competitor, JAG Global Logistics, LLC was a Georgia corporation.
The two companies elected to lease a 30,000 square foot warehouse
facility near the Jacksonville airport at a lease rate of nearly
$20,000 per month. Despite the combination of the two companies,
the Debtor was unable to substantially increase sales and fell
behind on the payments to the landlord.
In December of 2021, the Debtor defaulted on the lease agreement.
The Debtor vacated the premises just prior to the petition date and
has obtained a much lower cost lease arrangement. The Debtor felt
that with the decreased expenses, this would allow a successful
reorganization for all secured, priority and unsecured debts. This
Chapter 11 followed in order to restructure the existing secured
debt, unsecured debt and other priority claims.
The Debtor has filed for an order allowing the rejection of the
previous lease and payment of a salary to the President of the
Debtor. The Plan proposed by the Debtor pays all secured and any
known unsecured claims in full within the plan period or contract
period.
To the extent that unsecured claims are not paid in full at
confirmation, the Plan proposed utilizes the disposable income of
the Debtor from the business over a period of 36 months to repay
all unsecured claims in full.
This Plan of Reorganization under Subchapter V of the Small
Business Chapter 11 provisions of the Bankruptcy Code proposes to
pay unsecured creditors of the Debtor all disposable income during
months 1-36 from future income of the Debtor derived from income
generated from the freight logistics business that the Debtor owns
in order to obtain a discharge pursuant to 11 U.S.C. § 1192.
This Plan provides for 1 class of secured claims, 1 Class of
Priority Claims and 1 class of unsecured claims. Unsecured
creditors holding allowed claims will receive distributions which
the proponent of this Plan has valued at approximately 100 cents on
the dollar based upon current projections of disposable income.
This Plan also provides for the payment of administrative and
priority claims either upon the effective date of the Plan or as
allowed under the Bankruptcy Code.
Class 3 consists of All General Unsecured Claims, including any
wholly unsecured second mortgage claims and any unsecured portion
of claims valued pursuant to 11 U.S.C. § 506. To the extent that
unsecured claims are filed and allowed, the Debtor shall pay the
total amount of unsecured claims at the rate of $350.00 during
months 1-36 of the plan of reorganization for 100% repayment of all
unsecured claims.
A full-text copy of the Plan of Reorganization dated Dec. 10, 2021,
is available at https://bit.ly/3ynnbdr from PacerMonitor.com at no
charge.
Attorney for Debtor:
Law Offices of Mickler & Mickler, LLP
Bryan K. Mickler
Florida Bar No. 091790
5452 Arlington Expressway
Jacksonville, FL 322211
(904) 725-0822/FAX 725.0855
bkmickler@planlaw.com
About International Expedited
The Debtor is the operator of a logistics and freight arranging
service located in Jacksonville, FL. The company was started by the
Mother of the current operator in 1999 and has continuously
operated since that time. Debtor’s President is Sean Spillane.
ION GEOPHYSICAL: Regains Compliance With NYSE Listing Standards
---------------------------------------------------------------
ION Geophysical Corporation was notified by The New York Stock
Exchange that the company had completed its plan to regain
compliance with the NYSE quantitative continued listing standard
set forth in Section 802.01B of the NYSE Listed Company Manual by
achieving and maintaining the minimum market capitalization
required by that Section as of Dec. 9, 2021.
Accordingly, as of that date, ION is in compliance with all NYSE
listing standards. As previously disclosed, on March 30, 2020, ION
received formal notice from the NYSE that it was not in compliance
with Section 802.01B of the NYSE's continued listing standards.
Under that Section, a company is considered below compliance if its
average global market capitalization over a consecutive 30
trading-day period is less than $50,000,000 and, at the same time,
stockholders' equity is less than $50,000,000.
If ION, within the next 12 months, is determined to again be below
any continued listing standards, the NYSE will examine the relevant
facts and circumstances and take action, which could include
suspending and delisting procedures.
About ION
Headquartered in Houston, Texas, ION -- http://www.iongeo.com-- is
an innovative, asset light global technology company that delivers
powerful data-driven decision-making offerings to offshore energy,
ports and defense industries. The Company is entering a fourth
industrial revolution where technology is fundamentally changing
how decisions are made. The Company provides its services and
products through two business segments -- E&P Technology & Services
and Operations Optimization.
ION Geophysical reported a net loss of $37.11 million for the year
ended Dec. 31, 2020, compared to a net loss of $47.21 million on
$174.68 million for the year ended Dec. 31, 2019. As of Sept. 30,
2021, the Company had $190.91 million in total assets, $256.07
million in total liabilities, and a total deficit of $65.17
million.
Houston, Texas-based Grant Thornton LLP, the Company's auditor
since 2014, issued a "going concern" qualification in its report
dated Feb. 11, 2021, citing that as of Dec. 31, 2020, the Company
had outstanding $120.6 million aggregate principal amount of its
9.125% Senior Secured Second Priority Notes, which mature on Dec.
15, 2021. The Notes, classified as current liabilities, caused the
Company's current liabilities to exceed its current assets by
$150.9 million and its total liabilities exceeds its total assets
by $71.1 million. These conditions, along with other matters,
raise substantial doubt about the Company's ability to continue as
a going concern.
* * *
As reported by the TCR on June 7, 2021, S&P Global Ratings raised
its issuer credit rating on U.S.-based marine seismic data company
ION Geophysical Corp. to 'CCC' from 'SD' (selective default). S&P
said, "Our 'CCC' rating reflects the company's unsustainable
leverage and the potential for a liquidity shortfall over the next
12 months. After a 30% year-over-year decline in its revenue in
2020 and a 49% sequential decline in the first quarter of 2021, ION
is highly dependent on an improvement in demand for offshore
seismic data to survive."
JAZZ ACQUISITION: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR
------------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative and
affirmed its ratings on Jazz Acquisition Inc., including the 'CCC+'
issuer credit rating.
The stable outlook reflects significant improvement in credit
metrics but that uncertainty remains as to future improvement with
the emergence of new COVID-19 variants.
S&P said, "We expect Jazz's credit metrics to improve significantly
in 2021. They weakened significantly in 2020 as global commercial
air travel came to a halt because of the COVID-19 pandemic. This
sharply reduced demand for Jazz's aircraft aftermarket parts and
component repair services. Debt to EBITDA weakened to well above
10x for 2020. While global air travel remains weak, travel recovery
within the U.S. has been more robust in 2021. Demand strengthened
and margins improved on returning volumes remaining savings from
cost cutting. We now expect debt to EBITDA of about 7.3x-8.3x in
2021 and further improvement in 2022. However, there remains some
concerns around the pace of recovery as new virus variants emerge
and prompt further international air travel restrictions."
Global air travel remains below 2019 traffic, but is improving. Air
traffic in some major domestic markets around the globe, such as
the U.S., China, and Russia, have improved significantly. And
regional travel in Europe has improved somewhat as vaccination
rates increase. However, the emergence of new COVID-19 variants has
resulted in some new travel restrictions and lockdown measures in
some countries. S&P said, "Therefore, we expect domestic travel
will continue to outpace international travel, benefitting
narrowbody (single-aisle planes) parts and services over widebody
(twin-aisle planes). We expect demand for Jazz's products and
services to track U.S. air travel growth, which has recovered to
about 75%-80% of prepandemic demand."
Jazz's liquidity remains adequate. As of Sept. 30, 2021, the
company had about $72 million cash on hand and full availability on
the $75 million revolver. The company drew on its $30 million
delayed-draw term loan in the third quarter to partially fund an
acquisition that closed in October. The company also generated
relatively good free cash flow. While this may moderate as demand
returns (requiring investment in working capital) and the company
pursues small acquisitions, we expect liquidity to remain
appropriate for the rating. The springing first-lien net leverage
covenant of 7.75x was suspended and replaced with a $25 million
minimum liquidity requirement of through Sept. 30, 2022, and Jazz
does not have any maturities until the revolver in 2024.
The stable outlook reflects that credit metrics have improved from
2020 but remain weak due to the impacts of the pandemic. S&P now
expects debt to EBITDA to improve significantly from well above 10x
in 2020 to about 7.3x-8.3x in 2021.
S&P could raise the rating on Jazz over the next 12 months if it
expects debt to EBITDA to move well below 8x and remain there, and
the company to remain at least free cash flow neutral. This would
likely be due to:
-- Air travel continues to improve toward prepandemic levels;
-- The company's operations perform as expected; and
-- Financial policy remains in line with S&P's forecast.
S&P could lower the rating again if it believes:
-- Jazz could default within 12 months due to a near-term
liquidity shortfall; or
-- That it is considering a distressed exchange offer or
redemption.
Such a scenario would likely stem from the coronavirus pandemic
having a greater effect on earnings and free cash flow than S&P's
forecast.
JOHNSON & JOHNSON: Justices Won't Hear Miss AG Talc Trial Challenge
-------------------------------------------------------------------
Rachel Scharf of Law360 reports that the U.S. Supreme Court said
Monday, December 13, 2021, it won't hear Johnson & Johnson's
attempt to halt an upcoming trial in the Mississippi attorney
general's suit alleging the company failed to warn consumers of a
possible link between its talcum powder and ovarian cancer.
In a brief order, the high court denied a petition for a writ of
certiorari filed by J&J in August 2021. Two justices recused
themselves from the decision: Justice Samuel Alito, who has
reported that he owns the company's stock, and Justice Brett
Kavanaugh, whose father previously headed the Personal Care
Products Council.
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.
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.
JSM CONSULTING: Seeks to Hire Bederson LLP as Expert Witness
------------------------------------------------------------
JSM Consulting, Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to employ Bederson, LLP.
The firm will serve as a testifying expert with respect to a
liquidation analysis that will be included as an exhibit to the
Debtor's proposed Chapter 11 reorganization plan.
The firm will receive a fixed fee of $5,000 for expert testimony
and the preparation of the liquidation analysis.
Charles Lunden, Esq., a partner at Bederson, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Charles S. Lunden, Esq.
Bederson LLP
100 Passaic Avenue Suite 310
Fairfield, NJ 07004
Tel: 610-283-9406
Email: clunden@bederson.com
About JSM Consulting Inc.
JSM Consulting Inc. is a Cranbury, N.J.-based management consulting
company that specializes in staff augmentation. It specializes in
providing clients with experienced information technology
professionals and other professionals.
JSM Consulting filed a petition for Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 21-11791) on Oct. 18, 2021, listing as much as
$10 million in both assets and liabilities. Mukesh Somani, the
chief executive officer, signed the petition.
Judge Shelley C. Chapman oversees the case.
Jonathan I. Rabinowitz, Esq., at Rabinowitz, Lubetkin & Tully, LLC
and Sean Raquet, CPA, LLC serve as the Debtor's legal counsel and
accountant, respectively.
JSM CONSULTING: Seeks to Hire Sean Raquet CPA as Accountant
-----------------------------------------------------------
JSM Consulting, Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to employ Sean Raquet, CPA,
LLC as its accountant.
The Debtor requires an accountant to prepare its monthly operating
reports and tax returns, and to provide other accounting services
necessary to prosecute its Chapter 11 case and reorganize its
business affairs.
Sean Raquet will be paid at the rate of $375 per hour and
reimbursed for out-of-pocket expenses incurred. The firm received
a pre-bankruptcy retainer in the amount of $7,500.
Sean Raquet, a partner at Sean Raquet, CPA, LLC, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Sean Raquet
Sean Raquet, CPA, LLC
P.O. Box 223
72 Laurelwood Court
Rockaway, NJ 07866
About JSM Consulting Inc.
JSM Consulting Inc. is a Cranbury, N.J.-based management consulting
company that specializes in staff augmentation. It specializes in
providing clients with experienced information technology
professionals and other professionals.
JSM Consulting filed a petition for Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 21-11791) on Oct. 18, 2021, listing as much as
$10 million in both assets and liabilities. Mukesh Somani, the
chief executive officer, signed the petition.
Judge Shelley C. Chapman oversees the case.
Jonathan I. Rabinowitz, Esq., at Rabinowitz, Lubetkin & Tully, LLC
and Sean Raquet, CPA, LLC serve as the Debtor's legal counsel and
accountant, respectively.
KLAUSNER LUMBER: $83.4M Sale to Binderholz to Fund Plan
-------------------------------------------------------
Debtor Klausner Lumber Two LLC ("KL2") and the Official Committee
of Unsecured Creditors filed with the U.S. Bankruptcy Court for the
District of Delaware a Disclosure Statement with respect to Chapter
11 Plan dated Dec. 10, 2021.
The Debtor was formed several years ago, along with sister entity
Klausner Lumber One LLC ("KL1"), to build two state-of-the-art
sawmills: the Debtor in eastern North Carolina, an area known for
its abundant timber and agricultural resources, and KL1 in north
central Florida which had similar natural advantages for a large,
modern timber mill.
During the Chapter 11 Case, the Debtor and the Creditors'
Committee, with the assistance of the bankruptcy professionals
retained in this case, negotiated a number of settlement agreements
to resolve issues with various creditors, the County, lenders and
interested parties, resulting in a very successful auction sale
process and the Plan now being presented.
Sale of Debtor's Assets
The key imperative for the Debtor and its professionals early in
the Chapter 11 Case was to seek to market and sell the Real
Property together with substantially all of the personal property
that was owned by the Debtor, including without limitation, certain
machinery, equipment, inventory and other assets owned by the
Debtor. This initially presented a significant dilemma for the
Debtor since the Sawmill had been shuttered and was not
operational, and the Debtor was engaged in a dispute with the
County concerning the Real Property.
The Debtor's marketing and sale efforts were wildly successful. On
December 10, 2020, the Debtor filed a Notice of Successful Bidder
for the Sale of Substantially All of the Debtor's Assets (the
"Successful Bidder Notice"). As set forth in the Successful Bidder
Notice, although MM-H had been designated as the Stalking Horse
Bidder, after a fulsome auction process and qualifying, competing
bids, the Debtor selected Binder Beteiligungs AG, acting through
Binderholz Enfield LLC ("Binderholz") as the successful bidder,
with a cash offer of $83,400,000.00, plus assumption of liabilities
aggregating $3,287,500.00.
On January 12, 2021, the Debtor filed a Notice of Closing of Sale
of Substantially all of the Debtor's Assets to Binderholz.
Class 1 consists of the CS Secured Claims. Each Holder of an
Allowed CS Secured Claim shall receive on account of such Claim at
the Liquidating Trustee's exclusive election, except to the extent
that any Holder of an Allowed CS Secured Claim agrees to less
favorable treatment therefor, either: (i) Cash equal to the amount
of such Allowed CS Secured Claim; (ii) the property that serves as
security for such Allowed CS Secured Claim; or (iii) such other
treatment that shall render such Allowed CS Secured Claims
Unimpaired pursuant to section 1124 of the Bankruptcy Code. Class 1
is Unimpaired.
Class 2 consists of Priority Claims. Each Holder of an Allowed
Priority Claim shall receive on account thereof payment of the full
amount of such Allowed Priority Claim in Cash or otherwise receive
treatment consistent with the provisions of section 1129(a) of the
Bankruptcy Code, except to the extent the Holder of an Allowed
Priority Claim agrees to less favorable treatment. Class 2 is
Unimpaired.
Class 3 consists of all of the Allowed WARN Act Class Settlement
Claims of the WARN Act Class Claimants. Each Holder of an Allowed
WARN Act Class Settlement Claim shall receive its WARN Pro Rata
Share of the Net WARN Act Class Settlement Amount less any and all
state, federal and/or other payroll tax withholdings, with such
distribution to be paid as follows: (i) fifty percent (50%) of each
Holder's WARN Pro Rata Share of the Net WARN Act Class Settlement
Amount less any and all state, federal, and/or other payroll tax
withholdings to be paid within 15 days after the Effective Date;
and (ii) the remaining 50% of each Holder's WARN Pro Rata Share of
the Net WARN Act Class Settlement Amount less any and all state,
federal, and/or other payroll tax withholdings will be paid within
60 days following the initial distribution. Class 3 is Impaired.
Class 4 consists of CS Deficiency/Unsecured Claims. Each Holder of
the Allowed CS Deficiency/Unsecured Claims shall receive its Pro
Rata Share of an amount equal to the Net Distribution Proceeds. For
the avoidance of doubt, each Holder of the Allowed CS
Deficiency/Unsecured Claims shall receive its Pro Rata Share of the
Net Distribution Proceeds along with other Holders of Allowed
Unsecured Claims. Class 4 is Impaired.
Class 5 consists of all General Unsecured Claims. Each Holder of an
Allowed General Unsecured Claim shall receive its Pro Rata Share of
an amount equal to the Net Distribution Proceeds. For the avoidance
of doubt, each Holder of an Allowed General Unsecured Claim shall
receive its Pro Rata Share of the Net Distribution Proceeds along
with other Holders of Allowed Unsecured Claims. Class 5 is
Impaired. This Class has $26,966,352 – $41,544,831 allowed
amount. This Class will receive a distribution of 0.00% - 100% of
their allowed claims.
Class 6 consists of Klausner Group Unsecured Claims. Each Holder of
an Allowed Klausner Group Unsecured Claim shall receive its Pro
Rata Share of an amount equal to the Net Distribution Proceeds. For
the avoidance of doubt, each Holder of an Allowed Klausner Group
Unsecured Claims shall receive its Pro Rata Share of the Net
Distribution Proceeds along with other Holders of Allowed Unsecured
Claims. Class 6 is Impaired.
Class 7 consists of all Subordinated Claims. Each Holder of an
Allowed Subordinated Claim will receive its Pro Rata Share of an
amount equal to the Net Distribution Proceeds remaining after
satisfaction in full of all Allowed Claims in all senior classes
(i.e., Classes 1, 2, 3, 4, 5 and 6). Class 7 is Impaired.
Class 8 consists of all Interests in the Debtor. All Interests
shall be canceled and extinguished and shall be of no further force
or effect. No Holder of Interests shall receive or retain any
property under the Plan on account of such Interest. Class 8 is
Impaired.
The Liquidating Trustee will pay all Allowed CS Carved Out Amounts
and any other distributions pursuant to the Plan initially from
funds in the Segregated Account and thereafter from any other
Liquidating Trust Assets and the earnings thereon and proceeds
thereof. The Liquidating Trustee, on behalf of the Liquidating
Trust, shall distribute such Cash in accordance with the provisions
of the Plan and the Liquidating Trust Agreement, including: (a) to
the Holders of Allowed Administrative Expense Claims and Allowed
Priority Tax Claims; (b) to Holders of Allowed Priority Claims; and
(c) to Holders of Allowed Class 3 WARN Act Settlement Claims.
A full-text copy of the Disclosure Statement dated Dec. 10, 2021,
is available at https://bit.ly/321o4Mt from PacerMonitor.com at no
charge.
Attorneys for the Debtor:
Thomas A. Draghi
William C. Heuer
WESTERMAN BALL EDERER MILLER
ZUCKER & SHARFSTEIN, LLP
1201 RXR Plaza
Uniondale, New York 11556
Telephone: (516) 622-9200
Facsimile: (516) 622-9212
Robert J. Dehney
Eric Schwartz
Daniel B. Butz
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
1201 North Market Street, 16th Floor
P.O. Box 1347
Wilmington, Delaware 19899
Telephone: (302) 658-9200
Facsimile: (302) 658-3989
Attorneys for the Official Committee of Unsecured Creditors:
Eric M. Sutty (No. 4007)
Jonathan M. Stemerman (No. 4510)
ARMSTRONG TEASDALE LLP
300 Delaware Avenue, Suite 210
Wilmington, Delaware 19801
Telephone: (302) 824-7089
About Klausner Lumber Two
Klausner Lumber Two, LLC, a sawmill company in Enfield, N.C.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Case No. 20-11518) on June 10, 2020. Robert Prusak, chief
restructuring officer, signed the petition. At the time of the
filing, the Debtor had estimated assets of between $10 million and
$50 million and liabilities of between $100 million and $500
million.
Judge Karen B. Owens oversees the case.
The Debtor has tapped Westerman Ball Ederer Miller Zucker &
Sharfstein, LLP and Morris, Nichols, Arsht & Tunnell, LLP as its
bankruptcy counsel; Fallace & Larkin, L.C. as litigation counsel;
Asgaard Capital LLC as restructuring advisor; and Cypress Holdings
LLC as investment banker.
The U.S. Trustee for Region 3 appointed a committee of unsecured
creditors in the Debtor's Chapter 11 case on June 25, 2020.
Armstrong Teasdale, LLP and EisnerAmper, LLP, serve as the
committee's legal counsel and financial advisor, respectively.
KOSSOFF PLLC: Mitchell Pleads Guilty for Stealing $14.6M
--------------------------------------------------------
Emma Whitford of Law360 reports that New York City real estate
attorney Mitchell Kossoff pled guilty Monday, December 13, 2021,
morning to stealing more than $14.6 million from at least 35
individual and business clients, formally striking an agreement
that calls for at least four and a half years in prison.
Mitchell Kossoff, center, leaves Manhattan criminal court after
pleading guilty to charges including grand larceny Monday. Kossoff,
68, appeared in Manhattan criminal court, having agreed to plead
guilty to three counts of grand larceny in the first, second and
third degree, as well as one count of scheme to defraud in the
first degree.
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.
LA CASA CANAVERAL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: La Casa Canaveral LLC
750 N Atlantic Ave
Suite 1209
Cocoa Beach, FL 32931
Business Description: La Casa Canaveral LLC is a Single Asset
Real Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: December 14, 2021
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 21-05584
Debtor's Counsel: Michael A. Saracco, Esq.
SARACCO LAW
520 Brevard Ave
Cocoa, FL 32922
Tel: 321-505-7542
E-mail: msaracco@saraccolaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: Unknown
The petition was signed by Danny P. Ringdahl as managing member.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/IZSW2TY/NA_La_Casa_Canaveral_LLC__flmbke-21-05584__0001.0.pdf?mcid=tGE4TAMA
MALLINCKRODT PLC: Litigant Group Withdraws Claims From Bankruptcy
-----------------------------------------------------------------
Jeremy Hill of Bloomberg News reports that some entities seeking
damages-based payouts from Mallinckrodt Plc have opted to withdraw
their claims from its bankruptcy and stop objecting to the
drugmaker's reorganization plan, potentially easing the company's
path out of Chapter 11.
Creditors including the City of Rockford and several labor unions,
who said they were damaged by the high price of Mallinckrodt's
Acthar Gel, have asked U.S. Bankruptcy Judge John Dorsey to let
them withdraw their claims.
It became "economically infeasible" to continue pressing their
claims in light of lawsuits filed by Mallinckrodt earlier this
2021, a lawyer for the litigants said.
About Mallinckrodt PLC
Mallinckrodt -- http://www.mallinckrodt.com/-- is a global
business consisting of multiple wholly-owned subsidiaries
thatdevelop, manufacture, market and distribute
specialtypharmaceutical products and therapies. The company's
Specialty Brands reportable segment's areas of focus include
autoimmune and rare diseases in specialty areas like neurology,
rheumatology, nephrology, pulmonology and ophthalmology;
immunotherapy and neonatal respiratory critical care therapies;
analgesics; and gastrointestinal products. Its Specialty Generics
reportable segment includes specialty generic drugs and active
pharmaceutical ingredients.
On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates
sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case
No. 20-12522) to seek approval of a restructuring that would reduce
total debt by $1.3 billion and resolve opioid-related claims
against them.
Mallinckrodt plc disclosed $9,584,626,122 in assets and
$8,647,811,427 in liabilities as of Sept. 25, 2020.
Judge John T. Dorsey oversees the cases.
The Debtors tapped Latham & Watkins LLP and Richards, Layton &
Finger P.A. as their bankruptcy counsel; Arthur Cox and Wachtell,
Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray
LLP as litigation counsel; Torys LLP as CCAA counsel; Guggenheim
Securities LLC as investment banker; and AlixPartners LLP as
restructuring advisor. Prime Clerk, LLC, is the claims agent.
The official committee of unsecured creditors retained Cooley LLP
as its legal counsel, Robinson & Cole LLP as co-counsel, and Dundon
Advisers LLC as its financial advisor.
On Oct. 27, 2020, the U.S. Trustee for Region 3 appointed an
official committee of opioid related claimants. The OCC tapped Akin
Gump Strauss Hauer & Feld LLP as its lead counsel, Cole Schotz as
Delaware co-counsel, Province Inc. as financial advisor, and
Jefferies LLC as investment banker.
A confirmation trial for the Debtors' First Amended Joint Plan of
Reorganization was set to begin Nov. 1, 2021. The Confirmation
Hearing is slated to have two phases. Phase 1 commenced the week
of Nov. 1. Phase 2 will begin on or around the week of Nov. 15,
when the Acthar Administrative Claims Hearing proceedings conclude.
MAUI MEADOWS: Case Summary & Unsecured Creditor
-----------------------------------------------
Debtor: Maui Meadows Management LLC
616 Laniolu Place
Kihei, HI 96753
Business Description: Maui Meadows Management LLC is a Single
Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)).
Chapter 11 Petition Date: December 14, 2021
Court: United States Bankruptcy Court
District of Hawaii
Case No.: 21-01129
Judge: Hon. Robert J. Faris
Debtor's Counsel: Michael J. Collins, Esq.
CAIN AND HERREN, ALC
2141 W. Vineyard Street
Wailuku, HI 96793
Tel: 808-242-9350
Fax: 808-242-6139
E-mail: mike@cainandherren.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Steven Michael Warsh, AKA, Steve Warsh,
manager.
The Debtor listed U.S. Small Business Administration as its sole
unsecured creditor holding a claim of $54,000.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/GWPH6SQ/Maui_Meadows_Management_LLC__hibke-21-01129__0001.0.pdf?mcid=tGE4TAMA
MENAHGA, MN: S&P Lowers GO Debt Rating to 'BB+', On Watch Negative
------------------------------------------------------------------
S&P Global Ratings lowered its underlying rating on the city of
Menahga, Minn.'s general obligation (GO) debt to 'BB+' from 'BBB+'.
In addition, S&P Global Ratings placed the rating on CreditWatch
with negative implications.
"The downgrade reflects the city's lack of risk management and
oversight, which we believe poses outsize governance risk under our
environmental, social, and governance risk analysis," said S&P
Global Ratings credit analyst Joseph Vodziak. Some of the oversight
issues stem from political instability and staff turnover. S&P
said, "The city's financial profile has continued to weaken, and we
do not believe it will improve in the near term. The turnover,
combined with a lack of internal controls, has resulted in record
retention problems and what we believe to be a lack of relevant
skills to effectively manage the city's operations. Our assessment
of management places a 'BB+' cap on the rating and drives the
three-notch downgrade."
S&P said, "The CreditWatch placement reflects our ongoing
evaluation of the quality and reliability of the information we
possess. Although we have the 2020 audit, management believes the
audit incorrectly reports the city's liquor store fund cash
balance. In addition, the previous city administrator was fired in
part due to inaccurate financial reporting, and the city's auditor
found material weaknesses and significant deficiencies in the
city's financial statements in the past five audits. In our view,
this calls into question the accuracy of the audit and the city's
understanding of its finances and, therefore, we believe the
information we have been provided may be insufficient for our
information quality standards. Turnover in the city administrator
exacerbates financial uncertainty and compounds Menahga's internal
controls deficiencies and the ability to maintain records. This is
evident, in our view, by officials' inability to adequately speak
to the current financial position and provide details about past
performance. During the CreditWatch period, we will look to receive
information from the city to support that we have an accurate
understanding of the city's financial standing. If we do not
receive such information and management cannot demonstrate that it
has improved internal controls and addressed the audit findings,
within the next 90 days, we could withdraw the rating, preceded by
any change to the rating that we consider appropriate given
available information.
"As reflected in our vulnerable FMA, we view Menahga as lacking a
culture of risk management and oversight that has led to rapid
deterioration in city finances, reflecting outsize governance risk
when compared with sector peers. Furthermore, we believe the city's
political discord and resulting turnover among leadership increase
the likelihood that current management may not respond to changing
conditions in a timely manner, likely causing the city's finances
to worsen further. Although they are not a driver of the rating
action, we also consider social risks marginally elevated, as the
city's stagnant population, with an above-average age dependency
ratio and low incomes, could make raising additional revenue
difficult. Finally, we view Menahga's environmental risks as being
in line with our view of the sector as a whole.
"We expect to be able to determine whether the financial
information provided by the city meets our reliability standards
within 90 days of this CreditWatch placement. If we do not receive
such information and management cannot demonstrate that it has
improved internal controls, we could withdraw the rating. However,
if we obtain evidence that the financial information is reliable
and the city is able to demonstrate that it is implementing plans
for improving internal controls, addressing deferred capital needs,
and reducing turnover, we will conduct a full review and take a
rating action within 90 days of this CreditWatch placement."
NATIONAL CARGO: Seeks to Hire Preeti Gupta as Bankruptcy Attorney
-----------------------------------------------------------------
National Cargo, Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of Indiana to employ Preeti Gupta, Esq.,
an attorney practicing in Plainfield, Ind., to handle its Chapter
11 case.
The attorney will be paid at the rate of $300 per hour and
reimbursed for out-of-pocket expenses incurred.
The retainer fee is $4,338.
As disclosed in court filings, Preeti Gupta is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The attorney can be reached at:
Preeti Gupta, Esq.
2680 East Main Street Suite 322
Plainfield, IN 46168
Tel: (317) 900-9737
Fax: (888) 261-6090
Email: nita07@att.net
About National Cargo Inc.
National Cargo Inc., filed a petition for Chapter 11 protection
(Bankr. S.D. Ind. Case No. 21-05256) on Nov. 19, 2021, disclosing
under $1 million in both assets and liabilities. Judge Jeffrey J.
Graham oversees the case. The Debtor is represented by Preeti
Gupta, Esq., a practicing attorney in Plainfield, Ind.
OCEAN POWER: Appoints Robert Powers as CFO, Senior VP
-----------------------------------------------------
Ocean Power Technologies, Inc.'s Board of Directors has appointed
Robert P. (Bob) Powers as senior vice president and chief financial
officer, effective Dec. 13, 2021.
Mr. Powers brings more than 25 years of experience in finance and
strategy to OPT, most recently as CFO of Constellation Advisors, a
private equity-owned provider of outsourced back-office operations
and compliance services. He has held financial leadership roles
with Sterling Talent Solutions (NASDAQ: STER), Wood Group PPS - a
division of Wood Group (LSE:WG), GTE, SABIC Innovative Plastics,
and Plug Power. He has also provided financial consulting services
to various companies.
Philipp Stratmann, OPT president and chief executive officer,
commented, "We are thrilled to welcome Bob to OPT, where we expect
him to have an immediate impact on our business operations. He
brings a broad range of financial experience and a long track
record of delivering results and creating value. In particular,
his experience at building subscription revenues and overseeing
global operations will be important as we execute our growth
strategy of market expansion, development of power and data as a
service and inorganic growth. On behalf of OPT, we welcome Bob to
our team."
Mr. Powers added, "Through its recent efforts and strategic
acquisitions, OPT is entering an exciting growth phase that I
wanted to be part of. I believe my direct experience will allow me
to hit the ground running. I am delighted to join this exciting
company and look forward to working with the OPT leadership and
finance teams to contribute to the Company's sustainable growth
strategy."
Mr. Powers began his career at PricewaterhouseCoopers, LLP. He
received a Bachelor of Science in Accounting degree from Fordham
University and an MBA in Business Administration from Rensselaer
Polytechnic Institute, and he is a Certified Public Accountant.
Effective Dec. 13, 2021, in connection with his appointment, Mr.
Powers entered into an employment agreement with the Company.
Pursuant to the Employment Agreement, Mr. Powers will receive an
annual base salary not to exceed $280,000, is eligible for an
annual, discretionary, performance-based bonus targeted at 50% of
base salary on such terms and conditions as may be determined by
the Board of Directors or its Compensation Committee, and is
eligible to receive long-term incentive equity based awards,
pursuant to the Company's 2015 Omnibus Incentive Plan, subject to
such terms and conditions as may be determined by the Board or its
Compensation Committee. At the time of signing the Employment
Agreement, he received a one-time grant of 75,000 restricted stock
units that vest, if at all, equally over two years with 1/6 vesting
on the first and second anniversaries of grant, and 1/3 of each
vesting based on positive total shareholder return in each year.
About Ocean Power Technologies
Headquartered in Monroe Township, New Jersey, Ocean Power
Technologies, Inc. -- http://www.oceanpowertechnologies.com-- is
a marine power equipment, data solutions and service provider. The
Company controls the design, manufacture, sales, installation,
operations and maintenance of its solutions and services while
working closely with commercial, technical, and other development
partners that provide software, controls, mechatronics, sensors,
integration services, and marine installation services.
Ocean Power reported a net loss of $14.76 million for the 12 months
ended April 30, 2021, compared to a net loss of $10.35 million for
the 12 months ended April 30, 2020. As of Oct. 31, 2021, the
Company had $75.82 million in total assets, $3.05 million in total
liabilities, and $72.77 million in total shareholders' equity.
OCEAN POWER: Incurs $5.2 Million Net Loss in Second Quarter
-----------------------------------------------------------
Ocean Power Technologies, Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing
a net loss of $5.17 million on $247,000 of revenues for the three
months ended Oct. 31, 2021, compared to a net loss of $3.02 million
on $118,000 of revenues for the three months ended Oct. 31, 2020.
For the six months ended Oct. 31, 2021, the Company reported a net
loss of $8.25 million on $519,000 of revenues compared to a net
loss of $6.41 million on $287,000 of revenues for the six months
ended Oct. 31, 2020.
As of Oct. 31, 2021, the Company had $75.82 million in total
assets, $3.05 million in total liabilities, and $72.77 million in
total shareholders' equity.
The Company's cash requirements relate primarily to working capital
needed to operate and grow its business including funding operating
expenses. The Company has experienced and continue to experience
negative cash flows from operations and net losses.
During the six months ended Oct. 31, 2021, net cash flows used in
operating activities was $10.4 million, an increase of $4.7 million
compared to net cash used in operating activities during the six
months ended Oct. 31, 2020. This increase is primarily due to
higher project and employee related costs and the payment on the
settlement of litigation.
Net cash used in investing activities during the six months ended
Oct. 31, 2021 was $24,000, compared to zero cash used for investing
activities during the six months ended Oct. 31, 2020. The net cash
used in investing activities was due to spending on the purchase of
property, plant and equipment.
Net cash provided by financing activities during the six months
ended Oct. 31, 2021 was $21,000 compared to net cash provided by
financing activities during the six months ended October 31, 2020
of $10.6 million. The decrease in net cash provided by financing
activities reflects the combination of no capital raises during the
first half of fiscal 2022 in addition to proceeds related to the
PPP loan and capital raises related to Aspire and AGP in the prior
year.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1378140/000149315221031413/form10-q.htm
About Ocean Power Technologies
Headquartered in Monroe Township, New Jersey, Ocean Power
Technologies, Inc. -- http://www.oceanpowertechnologies.com-- is
a marine power equipment, data solutions and service provider. The
Company controls the design, manufacture, sales, installation,
operations and maintenance of its solutions and services while
working closely with commercial, technical, and other development
partners that provide software, controls, mechatronics, sensors,
integration services, and marine installation services.
Ocean Power reported a net loss of $14.76 million for the 12 months
ended April 30, 2021, compared to a net loss of $10.35 million for
the 12 months ended April 30, 2020. As of July 31, 2021, the
Company had $81.19 million in total assets, $3.43 million in total
liabilities, and $77.77 million in total stockholders' equity.
OTSO GOLD: To Restructure Under CCAA Proceedings
------------------------------------------------
Otso Gold Corp., Otso Gold OY, Otso Gold AB and 2273265 Alberta
Ltd. commenced court-supervised restructuring proceedings under the
Companies' Creditors Arrangement Act, as amended.
The Supreme Court of British Columbia granted an initial order,
which, among other things, provides for a stay of proceedings until
Dec. 13, 2021. The Stay Period may be extended by the Court from
time to time.
Also pursuant to the Initial Order, Deloitte Restructuring Inc. was
appointed as monitor of the business and financial affairs of the
Companies.
If you have any questions regarding this matter, please contact
Deloitte Restructuring Inc. at these address:
a) Mail:
Deloitte Restructuring Inc.
PO Box 2177, Vancouver Main
Vancouver, BC V6B 1L3
Canada
b) Courier:
Deloitte Restructuring Inc.
939 Granville Street
Vancouver, BC V6B 3V7
Canada
Attention: Naomi McGregor
Tel: (403) 503-1423
Fax: (604) 602-1583
Email: naomcgregor@deloitte.ca
The Monitor can be reached at:
Deloitte Restructuring Inc.
Attn: Melinda McKie
Naomi McGregor
939 Granville Street
Vancouver BC V6B 3V7
Tel: (604) 669-4466
Email: MMcKie@deloitte.ca
NaoMcGregor@deloitte.ca
Counsel for the Monitor:
Borden Ladner Gervais LLP
Attn: Lisa Hiebert
Ryan Laity
Jennifer Pepper
1200 Waterfront Centre
200 Burrard Street
P.O. Box 48600
Vancouver, BC V7X 1T2
Tel: (604) 687-5744
Email: lhiebert@blg.com
rlaity@blg.com
jpepper@blg.com
Counsel for the Companies:
Farris LLP
Attn: Rebecca Morse
Matthew Pierce
Tim Louman-Gardiner
25th Floor, 700 W Georgia Street
Vancouver, BC V7Y 1B3
Tel: (604) 661-1712
Email: morse@farris.com
mpierce@farris.com
tlouman-gardiner@farris.com
More information about the CCAA proceedings is available on the
website at
https://www.insolvencies.deloitte.ca/en-ca/pages/OtsoGoldCorp.aspx
Otso Gold Corp. engages in mineral exploration an development,
focused on acquiring and developing resources assets in safe
harbour jurisdictions. Otso's primary business pertains to the
development of the Laiva Gold Project in Northern Ostrobothnia,
Finland.
PARKLAND CORPORATION: DBRS Assigns BB Rating, Trend Stable
----------------------------------------------------------
DBRS Limited assigned a rating of BB with Stable trend to Parkland
Corporation's USD 800 million 4.625% Senior Unsecured Notes due May
1, 2030, which closed on November 23, 2021. The Recovery Rating is
RR4. The rating being assigned is based upon the rating of an
already-outstanding series of the above-mentioned debt instrument.
The net proceeds from the Notes are intended to be used (1) to
redeem the outstanding $300 million aggregate principal amount of
6.500% Senior Unsecured Notes due in 2027, (2) to repay certain
amounts outstanding under the Company's revolving credit facility,
and (3) for general corporate purposes. The Notes are direct senior
unsecured obligations of Parkland and rank pari passu with all of
the Company's existing and future senior unsecured indebtedness and
are senior in right of payment to any future subordinated
indebtedness. The Notes are effectively subordinated to all secured
indebtedness, which includes the Company's revolving credit
facility.
Notes: All figures are in Canadian dollars unless otherwise noted.
PETROLIA ENERGY: Incurs $4.3 Million Net Loss in Q3 2020
--------------------------------------------------------
Petrolia Energy Corporation filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $4.34 million on $953,524 of total revenue for the three months
ended Sept. 30, 2020, compared to a net loss of $871,161 on
$834,321 of total revenue for the three months ended Sept. 30,
2019.
For the nine months ended Sept. 30, 2020, the Company reported a
net loss of $6.50 million on $1.94 million of total revenue
compared to a net loss of $1.82 million on $2.45 million of total
revenue for the same period in 2019.
As of Sept. 30, 2020, the Company had $10.16 million in total
assets, $10.68 million in total liabilities, and a total
stockholders' deficit of $518,719.
The financial condition of the Company has not changed
significantly throughout the period from Dec. 31, 2019 to Sept. 30,
2020.
As of Sept. 30, 2020, the Company had total current assets of
$536,181 and total assets of $10,162,655. Its total current
liabilities as of Sept. 30, 2020 were $5,346,358 and its total
liabilities as of Sept. 30, 2020 were $10,681,374. The Company had
negative working capital of $4,810,177 as of Sept. 30, 2020.
The Company's material asset balances are made up of oil and gas
properties and related equipment. The Company's most significant
liabilities are notes payable and notes payable related party of
$6,787,603 along with accounts payable and accrued liabilities,
including amounts due to related parties, mainly consisting of
accrued officer salaries of $1,185,270, in addition to asset
retirement obligations of $2,811,869.
Net cash used in operating activities was $744,433 and $473,386 for
the nine months ended Sept. 30, 2020 and 2019, respectively. The
primary cause for the increase was due to the forfeiture of a
number of TLSAU leases. In addition, the was an increase related
to the Company's loan funding for the purchase of the Utikuma
properties. These funds were previously escrowed as a prepaid
assets. In addition, there was a net loss that was offset by the
defaulted previous sale of the NOACK property and reduced stock
compensation expense.
Net cash from investing activities was $0.0 for the nine months
ended Sept. 30, 2020 compared to net cash used of $276,902 for the
nine months ended Sept. 30, 2019. The increase was primarily due
to the funds used to acquire the Canadian Properties with an offset
due to the sale of the NOACK properties.
Net cash provided by financing activities was $770,138 and
$1,011,509 for the nine months ended Sept. 30, 2020 and 2019,
respectively. The decrease of $404,160 was primarily due to the
larger 2019 loan of $750,000 from a third party which was offset by
only $615,000 in 2020 loans, from a number of new notes payable by
two third-parties and Mark M Allen.
During the quarter ended Sept. 30, 2020, the Company operated at a
negative cash flow from operations of approximately $10,000 per
month and its auditors have raised a going concern in their audit
report as contained herein.
Petrolia said, "The Company has suffered recurring losses from
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. However, we will
need to raise additional funds to workover or drill new wells
through the sale of our securities, through loans from third
parties or from third parties willing to pay our share of drilling
and completing the wells.
We do not have any commitments or arrangements from any person to
provide us with any additional capital. If additional financing is
not available when needed, we may need to cease operations. There
can be no assurance that we will be successful in raising the
capital needed to drill oil or gas wells nor that any such
additional financing will be available to us on acceptable terms or
at all. Any wells which we may drill may not be productive of oil
or gas. Management believes that actions presently being taken to
obtain additional funding provide the opportunity for the Company
to continue as a going concern. The accompanying financial
statements have been prepared assuming the Company will continue as
a going concern; no adjustments to the financial statements have
been made to account for this uncertainty."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1368637/000149315221031313/form10-q.htm
About Petrolia
Since 2015, Petrolia Energy Corporation has established a strategy
to acquire, enhance and redevelop high-quality, resource in place
assets. As of 2018, the Company has been focusing on strategic
acquisitions in western Canada while actively pursuing the strategy
to execute low-cost operational solutions, and affordable
technology. The Company believe its conventional, low-risk
resource plays and the redevelopment of its late-stage plays is a
solid foundation for continued oil production growth and future
revenue growth.
Petrolia reported a net loss of $2.89 million for the year ended
Dec. 31, 2019, compared to a net loss of $38.03 million for the
year ended Dec. 31, 2018. As of March 31, 2020, the Company had
$13.40 million in total assets, $8.73 million in total liabilities,
and $4.67 million in total stockholders' equity.
Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
May 26, 2021, citing that the Company suffered recurring net losses
from operations for the years ended Dec. 31, 2019 and 2018 and has
a working capital deficit as of Dec. 31, 2019, which raises
substantial doubt about its ability to continue as a going concern.
PG&E CORP: Appeal in Housing Dept. Claim Dispute Dismissed
----------------------------------------------------------
At the behest of PG&E Corporation, Pacific Gas and Electric
Company, and the California Department of Housing and Community
Development, the United States District Court for the Northern
District of California, Oakland Division, dismissed the appellate
case captioned PG&E CORPORATION AND PACIFIC GAS AND ELECTRIC
COMPANY, Appellants, v. CALIFORNIA DEPARTMENT OF HOUSING AND
COMMUNITY DEVELOPMENT Appellees, 19-30088 (DM)(N.D. Calif.).
On September 14, 2021, the United States Bankruptcy Court for the
Northern District of California entered the Order Overruling
Objection to Claim No. 56868, which overruled the Reorganized
Debtors' Ninety-Third Omnibus Objection to Claims (No Legal
Liability Claims) with respect to the Proof of Claim No. 56868
filed by the Housing Department.
On September 27, 2021, the Reorganized Debtors filed the Motion for
Enlargement of Time to File Notice of Appeal of Order on Claim of
California Department of Housing and Community Development, which
was approved by the Bankruptcy Court in an Order dated September
28, 2021, which extended the Parties' time to appeal the CDHCD
Claim Order to October 19, 2021.
On October 18, 2021, the Reorganized Debtors filed the Notice of
Appeal and Statement of Election to Have Appeal Heard By United
States District Court for the Northern District of California,
initiating the instant appeal.
After the Notice of Appeal was filed, the Parties agreed to a
settlement in principle, subject to final documentation and
execution to resolve all issues related to the Appeal.
On November 1, 2021, the Parties entered into the Stipulation and
[Proposed] Order to Stay Appeal Pending Settlement, which was
approved by the Court in an Order dated November 2, 2021, which
stayed all proceedings and deadlines in this Appeal for 70 days.
The Parties have finalized and entered into the Settlement
Agreement, which is now effective.
Accordingly, the Parties agreed the Appeal is dismissed with
prejudice. Each party shall bear its own costs.
A full-text copy of the order dated December 7, 2021, is available
at https://tinyurl.com/2wc8hsps from Leagle.com.
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.
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, faced extraordinary challenges relating to a
series of catastrophic wildfires that occurred in Northern
California in 2017 and 2018. The utility faced an estimated $30
billion in potential liability damages from California's deadliest
wildfires of 2017 and 2018.
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). 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.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP served
as PG&E's legal counsel, Lazard as its investment banker and
AlixPartners, LLP as the restructuring advisor to PG&E. Prime Clerk
LLC is the claims and noticing agent.
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.
Morrison & Foerster LLP served as the Debtors' special regulatory
counsel. Munger Tolles & Olson LLP also served as 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.
POST HOLDINGS: Moody's Rates New Sr. Unsecured Notes Add-on 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Post Holdings,
Inc.'s proposed senior unsecured notes add-on. All other ratings,
including the company's B1 Corporate Family Rating, B1-PD
Probability of Default Rating, Ba1 senior secured debt ratings, and
B2 senior unsecured notes' ratings are unchanged. The stable
outlook is not affected.
Proceeds from the proposed notes will be used for general corporate
purposes, including to fund any future acquisitions. On June 24,
2019 Post issued $750 million of 5.50% senior unsecured notes
maturing in 2029.
The transaction is initially credit negative because the issuance
will add to the company's debt pile, which as of September 30, 2021
approximated $7.1 billion on a consolidated basis. However, the
proceeds will add to Post's consolidated cash balance of $817
million ($664 million excluding BellRing Brands) which Moody's
anticipates will partly be used to repay a portion of Post debt as
part of the BellRing separation that is expected to be completed in
the first calendar quarter of 2022.
More broadly, because Moody's does not expect the spin-off of
Post's remaining 71% interest in BellRing to affect Post's B1 CFR
or stable outlook, the proposed offering does not affect Post's
existing ratings. Once the separation is fully completed, Post will
no longer hold an equity position in BellRing and will no longer
consolidate BellRing into Post's financial statements. This credit
negative development is partially offset by Post's plan to repay
debt with proceeds received from a special dividend from BellRing
as part of the separation. Moody's estimates Post's stand-alone net
debt-to-EBITDA will decrease by about a turn due to the separation
from an estimated 6.7x as of September 2021. Moody's anticipates
Post's debt-to-EBITDA following the spin-off and debt repayment
will be in the range expected for the company's current B1 CFR.
Because Post is currently receiving only a modest amount of cash
from BellRing related to tax distributions ($24.6 million in
BellRing's fiscal year ended September 2021), the separation will
not meaningfully affect the free cash flow (roughly $200 million
for the last 12 months ended September excluding BellRing)
available to service Post's debt. BellRing is not an obligor or
guarantor of Post's debt and Post is not an obligor or guarantor of
BellRing's debt.
The following ratings/assessments are affected by the action:
New Assignments:
Issuer: Post Holdings, Inc.
GTD Senior Unsecured Global Notes, Assigned B2 (LGD4)
RATINGS RATIONALE
Post's B1 CFR reflects its growth-through-acquisitions strategy and
related periods of high financial leverage. The company's credit
profile is supported by good product diversity, moderate geographic
sales diversity, and solid brand equities in high margin product
categories. The ratings are also supported by strong operating cash
flow generated by the slowly declining, but highly profitable
ready-to-eat (RTE) cereal business, which generates about 40% of
consolidated sales. The company's foodservice and refrigerated food
segments, which together represent 40% of sales, are also important
contributors to earnings. The BellRing Brands segment, which is
currently fully consolidated, makes up the remaining 20% of sales.
Revenue in the foodservice segment, which includes the company's
commercial egg business, was negatively affected in 2020 by
restaurant and other foodservice closures related to the
coronavirus. However, foodservice sales volumes have improved
recently, but still remain below pre-pandemic levels. The company
has more recently been facing significant inflation on inputs,
freight, and labor, while labor shortages and supply chain
disruptions have led to manufacturing inefficiencies. The company
has partially offset inflation with pricing, but the benefits will
lag the cost increases, impacting margins near term until pricing
catches up with costs.
The B2 rating on the senior unsecured notes, which are rated a
notch lower than the B1 CFR, reflects Moody's assumption that Post
will issue secured debt to partially fund future acquisitions.
ESG CONSIDERATIONS
Post's overall governance is good. However, Moody's also
incorporates Post's relatively aggressive growth by acquisition
strategy that employs both strategic and financially driven
acquisitions. These may be funded through increasing financial
leverage. The company does not pay a dividend and the preferred
mode of distributing cash to shareholders is stock buybacks. Share
repurchases weaken the credit profile but are more discretionary
than dividends, which allows the company flexibility to redirect
free cash flow to debt reduction.
The packaged food sector is moderately exposed to social risks
related to responsible production, health and safety standards and
evolving consumer lifestyle changes including factors that are
reducing RTE cereal consumption. The sector is also moderately
exposed to environmental risks such as soil/water and land use, and
energy & emissions impacts, among others.
Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety, and the government measures put in place to contain it.
Although an economic recovery is underway, it is tenuous, and its
continuation will be closely tied to containment of the virus. As a
result, the degree of uncertainty around Moody's forecasts is
unusually high. The coronavirus has a mixed effect on Post's
business with increases in at-home food consumption offset by
declines in foodservice sales.
The SGL-1 Speculative Grade Liquidity rating reflects the company's
very good liquidity, including access to $731 million under Post's
undrawn $750 million senior secured revolving credit facility (net
of $19 million in letters of credit as of September 30, 2021) and
Moody's expectation for the company to generate approximately $400
million of free cash flow over the next 12 months on a consolidated
basis, and greater than $200 million of free cash flow excluding
BellRing.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectation that Post will
continue to maintain high financial leverage as it pursues growth
through acquisitions. Moody's also expects that Post will main at
least good liquidity including at least $400 million of free cash
flow and that following leveraged acquisitions, the company will
apply free cash flow to debt repayment.
The ratings could be downgraded if operating performance
deteriorates, debt to EBITDA is sustained above 6.5x, or if free
cash flow materially declines. A deterioration in liquidity could
also lead to a downgrade.
The ratings could be upgraded if the pace of Post's acquisitions
slows, operating profit margins remain stable, and the company
sustains debt/EBITDA below 5.5x.
The principal methodology used in this rating was Consumer Packaged
Goods Methodology published in February 2020.
Based in St. Louis, Missouri, Post Holdings manufactures, markets,
and distributes food products in categories including RTE cereal,
retail and foodservice egg and potato products, retail side dishes,
retail cheese and sausage products, protein shakes, bars, and
powders. The company is publicly-traded under the ticker "POST".
Revenue for the 12 months ended September 2021 was $6.2 billion and
was approximately $5 billion excluding BellRing.
PREMIER BRANDS: S&P Affirms 'CCC' ICR, Outlook Negative
-------------------------------------------------------
S&P Global Ratings affirmed all of its ratings on New York-based
Premier Brands Group (PBG), including its 'CCC' issuer credit
rating.
The outlook remains negative, reflecting the potential for a
downgrade in the next several quarters if the company's performance
continues to be affected by shifts in consumer demand and supply
chain constraints, further weakening cash flow generation and
covenant compliance expectations, leading to a heightened risk of a
near term default or bankruptcy.
The company's operating performance remains vulnerable, with
adjusted EBITDA just turning positive for the last 12 months (LTM)
ended Sept. 30, 2021. S&P said, "Credit metrics continue to be
vulnerable, with LTM leverage of about 20x, but we expect material
improvement in the fourth quarter and leverage to fall to the
9x-10x range. The company has managed cash flow very tightly and
has generated approximately $17 million of free operating cash flow
(FOCF) for the year-to-date period ended Sept. 30, 2021. The
company's Kasper brand, a women's career and workwear brand,
continues to be hurt by the decline in the demand of its key
product categories because working from home continued through
2021. In addition, this segment's performance was also hurt by
supply chain congestion into the West Coast and manufacturing
shutdowns in South East Asia. While demand trends are improving in
the holiday season, we believe this remains the most vulnerable
business for the company. The company's largest segment, its
jeanswear business, is performing above our expectations as demand
and profitability continue to improve, with denim being on trend
industrywide, and the company's ability to source a material
portion of its product outside of the troubled Southeast Asian
region. Its jewelry business, while small, is also performing well
this year, driven by the consumers' desire to purchase
small-ticketed indulgence items as they headed back to
brick-and-mortar shopping."
S&P said, "We currently expect that the company will narrowly meet
its covenant when it is reinstated at the end of its first quarter,
ending March 31, 2022. Our current base case forecast projects that
the company will have over 5% of cushion under the 7.5x net
leverage covenant (net of asset-based lending [ABL) borrowings) by
the end of the first quarter and expanding to about 15% by the end
of fiscal 2022, even as the covenant steps down to 5.5x. The
company continues to rely on its revolving credit facility to fund
operations and debt service needs. Although there is no near-term
maturity (its ABL and term loan both mature in 2024), and we are
currently projecting that the company will have enough liquidity to
fund its operations for the next 12 months, the company's financial
position continues to be highly vulnerable and unexpected negative
developments could hamper its ability to service its debt and
comply with covenants, resulting in a default."
The outlook remains negative, reflecting the potential for a
downgrade over the next several quarters if the company's
performance continues to be affected by shifts in consumer demand
and supply chain constraints, further weakening cash flow
generation and covenant compliance expectation, leading to a
heightened risk of a near-term default or bankruptcy.
S&P could lower its ratings if there were a heightened risk of
default in the next several quarters. This could occur if:
-- The company's holiday season underperformed our expectations,
and it could not comply with its covenants when they are reinstated
in March 2022;
-- Its liquidity position deteriorated, such that it would not be
able to fund operations or meet its debt service obligations; or
-- There were a heightened probability for a distressed exchange.
S&P could take a positive rating action if the company achieved
sufficient cushion under its reinstated covenant in the first few
quarters of 2022 and generated improving cash flow, leading to FOCF
in excess of debt service payments and EBITDA interest coverage of
above 1.2x This could occur if:
-- The company's jeanswear and jewelry segments continued to grow
profitably, or
-- It could turn around or restructure its Kasper segment without
material detriment to the rest of the business.
REDWOOD EMPIRE: Files Amendment to Disclosure Statement
-------------------------------------------------------
Redwood Empire Lodging, LP, submitted a First Amended Disclosure
Statement regarding First Amended Plan of Reorganization dated Dec.
10, 2021.
The Debtor is a California limited partnership that owns and
operates two Best Western-branded hotel properties, referred to as
the Page Property and the Rohnert Park Property.
The Rohnert Park Property operates subject to the Rohnert Park
Property Franchise Agreement with Franchisor. Under the Best
Western Franchise Agreements, the Debtor is obligated to pay a
fixed fee each month of $6,531 (Page Hotel) and $7,086.84 (Rohnert
Park), plus other fees depending on usage (such as booking fees,
reservation fees, internet fees, advertising assessments, reward
program reimbursements, IT assessments) based on Best Western's
billings each month. In addition to offering hotel rooms, both
Hotels also offer various other amenities to their guests.
The S&K Inns of America, Inc. Loan
On or about September 5, 2019, the Debtor obtained a loan from S&K
Inns of America, Inc. ("S&K") in the original principal amount of
$1,500,000.00 (the "S&K Loan"). The Debtor believes that the Lien
asserted by S&K, which is only a junior Lien against the real
property aspect of the Rohnert Park Property, and does not attach
to the furniture, equipment, contracts, or other personal property
associated with the Rohnert Park Property, is wholly unsecured
after consideration of Poppy's senior Lien, and the existing senior
tax Liens, on the same real property.
The Debtor further asserts that the valuation of only the real
property associated with the Rohnert Park Property, without
consideration of the furniture, equipment, contracts, or other
personal property associated with the Rohnert Park Property, is
well below the amount of the aggregate of the Poppy Lien and the
senior tax Liens. S&K disagrees, believing that the value that the
Debtor attributes to the Rohnert Park Property in the Projections
is understated and that it has a lien supported by value in the
Rohnert Park Property, even if only the real property aspect of
such property.
To the extent the Bankruptcy Court determines that S&K has a
Secured Claim, S&K will be required to make a Section 1111(b)(2)
Election, if at all, by no later than the date that is 7 calendar
days after the date the Bankruptcy Court enters an order
determining the value of the Rohnert Park Property, or within such
other amount of time as the Bankruptcy Court may permit.
On July 23, 2021, the Debtor filed a motion to determinate the
value of the Page Property. The Court set an expedited hearing on
the Debtor's request for August 3, 2021, which was continued to
August 10, 2021 on the Court's own motion. At the hearing, it was
determined that the parties would agree on pretrial deadlines,
which the Court later approved, and the Court set a pretrial
scheduling conference for December 16, 2021. The Debtor's appraiser
submitted an appraisal valuing the Page Property at $10 million.
PPB's appraiser submitted an appraisal valuing the Page Property at
$16,500,000.
On November 30, 2021, PPB filed a motion for relief from the
automatic stay with respect to the Page Property under Bankruptcy
Code Section 362(d)(2) on the grounds that (i) under either
appraiser's opinion of value of the Page Property, or any value in
between, the Debtor lacks equity in the Page Property, and (ii) the
Page Property is not necessary to an effective reorganization
because the Debtor is willing to surrender the Page Property to PPB
at PPB's sole election. Debtor's opposition to PPB's relief from
stay motion is due on or before December 14, 2021. If Debtor
opposes the motion, the Court will set a hearing.
Class 5 consists of the PPB Secured Claim. Immediately upon entry
of the Confirmation Order, the PPB Secured Claim will be treated
pursuant to one of the options described in the Plan. The PPB
Secured Claim will continue to be evidenced by the PPB Loan
Documents, but it will be deemed modified and amended by the terms
of the Plan and any Confirmation Order. Class 5 Claims are impaired
and the holders of such Claims are entitled to vote on the Plan.
* Option 1 - PPB Does Not Make a Section 1111(b)(2) Election.
If PPB does not timely make a Section 1111(b)(2) Election as
described in Section 5(b) below, PPB’s treatment under the Plan
will be in accordance with either Section 5(a)(i) or 5(a)(ii)
below, at PPB's election. PPB will be required to provide notice of
its election (the "Cram Down Notice") of either Section 5(a)(i) or
5(a)(ii) no later than 7 calendar days after the date the Court
enters an order determining the value of the Page Property. If PPB
does not provide any notice of its election, then PPB's Secured
Claim will be treated in accordance with Section 5(a)(i).
* Option 2 - PPB Makes a Section 1111(b)(2) Election. If, and
only if, PPB timely makes an allowable Section 1111(b)(2) Election,
then the PPB Secured Claim will be Allowed in the amount of the
Total PPB Claim. PPB will be required to provide notice of its
Section 1111(b)(2) Election and treatment under this Section
(5)(b), if at all, by no later than 7 calendar days after the date
the Court enters an order determining the value of the Page
Property, provided that if the Debtor appeals such order
determining the value of the Page Property, the deadline for PPB to
make a Section 1111(b)(2) Election shall be the date that is 7
calendar days after such order becomes a final, non appealable
order. The Debtor proposes the following value of PPB's Collateral
and treatment of the Total PPB Claim if PPB makes a Section 1111(b)
Election. The value of PPB’s Collateral will be $10,000,000.00 or
such other amount determined by the Court at the valuation hearing,
less the amount of the Prepetition Coconino County Secured Tax
Claim (the "Collateral Value Amount"), and the Reorganized Debtor
will treat the Total PPB Claim as follows:
-- Payment. In full and final satisfaction of the Total PPB
Claim, the Reorganized Debtor will make payments to PPB as follows:
(i) beginning on the Claim Payment Date and continuing on the 1st
day of each of the next 118 consecutive months, payments will be
paid by the Reorganized Debtor in the amount of $40,000.00, and
(ii) a balloon payment will be due on the date that is 120 months
after the Claim Payment Date in the amount of the Total PPB Claim
less the payments made by the Debtor after the Effective Date. The
Total PPB Claim will be reduced dollar-for dollar for every payment
received from the Reorganized Debtor, regardless of whether such
payment is characterized as principal, interest, or otherwise,
except that the total amount paid by the Debtor to PPB must equal
the equivalent of the Collateral Value Amount as of the Effective
Date using a 4.35% discount rate.
On November 23, 2021, the Debtor and Poppy filed the Joint Motion
to Approve Agreement Between the Debtor and Poppy Bank Regarding
Claim Treatment (the "Joint Motion"), pursuant to which the parties
agreed to modify the foregoing treatment for final plan and
confirmation purposes. If the Joint Motion is approved, the Poppy
Secured Claim will be treated in accordance with the terms stated
in the Joint Motion and the Agreement.
Class 9 consists of all Claims that are General Unsecured Claims,
including the S&K Claim and the SBA Claim (as well as, potentially,
a deficiency Claim of PPB). Any Liens held by S&K and SBA on the
Petition Date will be deemed avoided as of the Effective Date, and
the Reorganized Debtor shall be entitled to: (i) record a deed of
release and reconveyance relating to the S&K Claim with the Sonoma
County Recorder's office, and (ii) a termination of any UCC
financing statement filed by the SBA. In full and final
satisfaction of each Allowed General Unsecured Claim, the holder of
such Allowed General Unsecured Claim will be paid a Pro Rata Share
of each of the Creditor Fund Payments. Class 9 Claims are impaired
and the holders of such Claims are entitled to vote on the Plan.
Plan Implementation
On the Effective Date, Interest Holders will contribute the New
Investment to the Reorganized Debtor. Each of the Interest Holders
will fund the New Investment in proportion to the amount of their
respective ownership interests in the Debtor. On the Effective
Date, the New Investment will be deposited into the Reorganized
Debtor's savings account and be used to fund the Reorganized
Debtor's payments owing under the Plan and the Reorganized Debtor's
general operations, as needed.
No Lien will attach to the New Investment, regardless of where the
Debtor or the Reorganized Debtor deposits the funds. The Debtor
believes that the Interests currently have no value because the
Debtor's Hotels lack equity above and beyond the existing liens
(including property tax liens), and thus upon liquidation equity
holders would not receive anything. Accordingly, the Debtor
believes the $150,000 New Investment is substantial.
All payments under the Plan that are due on the Effective Date will
be funded from the cash held by the Reorganized Debtor or the
proceeds of the New Investment. The funds necessary to ensure
continuing performance under the Plan after the Effective Date will
be derived from any and all remaining cash retained by the
Reorganized Debtor after the Effective Date, cash generated by the
Reorganized Debtor from its business operations after the Effective
Date, and any other contributions or financing that the Reorganized
Debtor may obtain on or after the Effective Date.
The Projections also show a large accrued cash balance, bolstered
by the New Investment that will be available to pay all plan
payments. The Debtor's Projections also reflect a line item
specifically reserving funds for furniture, fixtures, and
equipment. Any capital expenditures required by Best Western or
otherwise necessary to maintain the Hotels will be funded on an
ongoing basis from the reserves or the accrued cash. Best Western
is not currently requiring the Debtor to comply with any property
improvement plan or make capital expenditures.
A full-text copy of the First Amended Disclosure Statement dated
Dec. 10, 2021, is available at https://bit.ly/3E5Cj0t from
PacerMonitor.com at no charge.
Attorneys for Debtor:
Isaac M. Gabriel, Esq.
Jason D. Curry
Michael Galen
QUARLES & BRADY LLP
Renaissance One
Two North Central Avenue
Phoenix, Arizona 85004-2391
Tel: (602) 229-5200
E-mail: isaac.gabriel@quarles.com
jason.curry@quarles.com
michael.galen@quarles.com
About Redwood Empire Lodging
Redwood Empire Lodging, LP, owns and operates two hotels: the Best
Western Plus located at 208 N Lake Powell Boulevard, Page, Arizona
86040, and the Best Western Sonoma Winegrower's Inn, located at
6500 Redwood Drive, Rohnert Park, California 94928.
Redwood Empire Lodging sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 21-04678) on June
16, 2021. In the petition signed by Debra Heckert, member, the
Debtor disclosed up to $50 million in both assets and liabilities.
Judge Eddward P. Ballinger Jr. is assigned to the case.
Isaac M. Gabriel, Esq., at Quarles & Brady LLP, is the Debtor's
counsel.
RENNOVA HEALTH: Big South Fork Gets CAH Certification
-----------------------------------------------------
Rennova Health, Inc. announced that the application by its
hospital, Scott County Community Hospital, Inc. (DBA Big South
Fork) in Oneida, TN, for designation as a Critical Access Hospital
(CAH) has been approved by Centers for Medicare and Medicaid
Services (CMS). The effective date of approval is retrospective to
June 30, 2021.
CAH status means the hospital will be entitled to a cost-based
reimbursement from Medicare, which has the potential to increase
revenue. There are a number of benefits of CAH including that
capital improvement costs are included in allowable costs for
determining Medicare reimbursement. This special reimbursement
that CAHs receive is intended to improve their financial
performance and thereby maintain access to basic health care in
rural areas by providing rural health networks and rural emergency
medical services.
"We are delighted to be granted Critical Access Hospital
Certification for this hospital," said Seamus Lagan, CEO of Rennova
Health. "The opportunity for increased revenue and reimbursement
is a welcome boost to the facility for the needed service it
provides to the local community."
About Rennova Health
Rennova Health, Inc. -- http://www.rennovahealth.com/-- operates
three rural hospitals and a physician's office in Tennessee and a
physician's office in Kentucky and provides diagnostics and
supportive software solutions to healthcare providers.
Rennova Health reported a net loss of $18.34 million for the year
ended Dec. 31, 2020, compared to a net loss of $48.03 million for
the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company
had $20.50 million in total assets, $58.01 million in total
liabilities, and a total stockholders' deficit of $37.51 million.
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated April 15, 2021, citing that the Company has recognized
recurring losses and negative cash flows from operations, and
currently has minimal revenue producing activities. This raises
substantial doubt about the Company's ability to continue as a
going concern.
ROCKWORX INC: Gets Approval to Hire Lucove Say & Co. as Accountant
------------------------------------------------------------------
Rockworx, Inc. received approval from the U.S. Bankruptcy Court for
the District of Colorado to employ Lucove Say & Co. as its
accountant.
The firm's services include:
a. overseeing the internal accounting systems employed by the
Debtor;
b. providing financial advice and consulting services to the
Debtor to assist in the preparation of its Chapter 11 plan,
disclosure statement, reports and other filings;
c. reviewing and assisting in the preparation of various tax
returns, monthly operating reports, U.S. trustee reports and other
necessary accounting reports;
d. preparing federal and state tax returns and related filings,
and coordinating the filing of the returns with special procedures
or bankruptcy units of taxing authorities;
e. assisting in drafting and preparing tax analysis, insolvency
analysis and other sections of the Debtor's disclosure statement
and plan;
f. reviewing the Debtor's books and records, and preparing
accounting and financial reports; and
g. other accounting, tax and consulting work necessary to the
Debtor's business operations and reorganization.
The firm's hourly rates are as follows:
Partners $300 per hour
Staffs $150 per hour
Lucove Say & Co. will be paid a retainer in the amount of $5,000
and will be reimbursed for out-of-pocket expenses incurred.
Richard Say, a partner at Lucove Say & Co., disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Richard Say
Lucove Say & Co.
23901 Calabasas Rd 2085
Calabasas, CA 91302
Tel: 818.224.4411 / 888.223.8900
Fax: 818.225.7054
Email: RSay@Lucovesay.com
About Rockworx Inc.
Rockworx, Inc., an aggregate supplier in Pueblo, Colo., filed its
voluntary petition for Chapter 11 protection (Bankr. D. Colo. Case
No. 21-14527) on Aug. 31, 2021, listing $1,310,706 in assets and
$1,310,706 in liabilities. Rockworx President Sean Dudley signed
the petition.
Judge Kimberley H. Tyson oversees the case.
The Fox Law Corporation, Inc. and Kutner Brinen Dickey Riley, P.C.
serve as the Debtor's lead bankruptcy counsel and local counsel,
respectively. Lucove Say & Co. is the Debtor's accountant.
S-TEK 1 LLC: Court Rules on Valuation Date
------------------------------------------
The United States Bankruptcy Court for the District of New Mexico
held a status conference on November 10, 2021. Parties in the
Chapter 11 case of S-Tek 1, LLC, and the Court discussed, among
other things, the motion to value Surv-Tek, Inc.'s collateral.
The Motion to Value proposes that Surv-Tek, Inc.'s collateral
should be valued as of the petition date. The Scheduling Order
resulting from the status conference provided that the Court would
issue a tentative ruling on the appropriate valuation date and
fixed a deadline to file an objection to the tentative ruling. The
Court issued its tentative ruling on November 22. The time to
object has expired. Surv-Tek did not file an objection. S-Tek 1,
LLC, did not file an objection but did file a statement regarding
the tentative ruling asking that the Court clarify that the ruling
does not affect its petition date defense to Surv-Tek's lien
claims. S-Tek also asked the Court to fix a deadline for S-Tek's
expert to update his report on asset values in light of the
ruling.
Accordingly, the Court rules that, for plan confirmation purposes,
collateral that S-Tek will retain for its post-confirmation
business operations should be valued as of or near the date of the
confirmation hearing.
The Court explains that, for plan confirmation purposes, collateral
the Debtor or other plan proponent will retain for its
post-confirmation business operations should be valued as of or
near the date of the confirmation hearing. Valuing the collateral
as of confirmation is consistent with the last sentence of Section
506(a)(1) of the Bankruptcy Code because it accounts for the
purpose of the valuation. It also accommodates the practical
prospect of holding the valuation hearing in conjunction with the
confirmation hearing, the Court says. However, the Court does not
rule out the possibility that a different date might be appropriate
in unusual circumstances based on developments during the
bankruptcy case. The Motion to Value does not allege that any such
circumstances exist.
The Court notes that adequate protection granted to a secured
creditor as a result of a debtor's use of cash collateral can also
affect valuation of collateral for purposes of determining the
amount of the creditor's security interest as of plan confirmation.
In this case, cash collateral orders entered in this case granted
Surv-Tek a security interest in property of the same type in which
Surv-Tek held a lien on the petition date that S-Tek acquires
post-petition -- Post-Petition After-Acquired Collateral -- to the
extent the combined value of S-Tek's accounts receivable, cash on
deposit, cash on hand and other cash equivalents is less than the
combined value of those assets on the petition date. That provision
is designed to protect Surv-Tek from a post-petition decline in the
value of certain collateral. To determine the extent and value of
the Post-Petition After-Acquired Collateral, it may be necessary to
value certain collateral both on the petition date and as of a date
that is at or near the date of the confirmation hearing.
A full-text copy of the Memorandum Opinion and Order dated December
9, 2021, is available at https://tinyurl.com/2p8kwhee from
Leagle.com.
About S-Tek 1
Based in Albuquerque, N.M., S-Tek 1 LLC, also known as SurvTek --
https://www.survtek.com/ -- is a land surveying and consulting firm
providing services to both the private and public sectors
throughout New Mexico.
S-Tek 1 filed a Chapter 11 petition (Bankr. D.N.M. Case No.
20-12241) on Dec. 2, 2020. In its petition, the Debtor disclosed
$355,177 in assets and $2,251,153 in liabilities. Randy Asselin,
managing member, signed the petition. Judge Robert H. Jacobvitz
presides over the case. The Debtor tapped Nephi D. Hardman Attorney
at Law, LLC as its bankruptcy counsel and FPM & Associates, LLC as
its accountant.
Patrick Malloy, III has been appointed as Subchapter V Trustee.
S-TEK 1 LLC: Surv-Tek May Vote Impaired Secured Claim
-----------------------------------------------------
The parties in the Chapter 11 case of S-Tek 1, LLC, and the United
States Bankruptcy Court for the District of New Mexico, at a status
conference held November 10, 2021, discussed, among other things,
the following provision in the Modification to the Debtor's Plan of
Reorganization dated October 26, 2021:
"7.03 The Debtor intends to file another pre-confirmation
modification to the Plan if any creditor makes the election
available under 11 U.S.C. Section 1111(b) (the Section 1111(b)
Election). Any creditor or claimant who makes the Section 1111(b)
Election is not entitled to vote on the Plan. See Wade v. Bradford,
39 F.3d 1126, 1129 (10th Cir. 1994) (Alternatively, the creditor
may elect to have its claim treated as fully secured. 11 U.S.C.
Section 1111(b)(2). This means that the creditor relinquishes his
right to vote on the plan . . . .)."
The Scheduling Order resulting from the Status Conference fixed a
deadline of November 19, 2021, for the Debtor and Surv-Tek, Inc.,
to file simultaneous briefs on the issue of whether a creditor
making the election under Section 1111(b) is entitled to vote to
accept or reject the Debtor's chapter 11 plan.
The Debtor's chapter 11 case is pending under subchapter V. The
Debtor asserts that under Wade v. Bradford, 39 F.3d 1126 (10th Cir.
1994), a creditor making the Section 1111(b) election to treat its
entire claim as secured forfeits its right to vote on a chapter 11
plan. Surv-Tek disagrees, countering that a creditor making the
Section 1111(b) election relinquishes only its right to vote any
unsecured deficiency claim because its entire claim is treated as a
secured claim.
Having considered the parties' briefs and the relevant case law,
the Court concludes that a creditor making the Section 1111(b)
election is entitled to vote its impaired secured claim to accept
or reject a debtor's chapter 11 plan but relinquishes its right to
vote as an unsecured creditor.
The Court holds that if making the Section 1111(b) election
rendered the creditor's secured claim unimpaired, a creditor making
the election would waive the protections of Section 1129(b)(2)(A)
because such creditor would not be able to reject the debtor's
plan. In chapter 11 cases not governed by subchapter V, Section
1129(b)(2)(A) applies to a class of secured claims only if the
requirements of Section 1129(a)(8) are not met. Section 1129(a)(8)
requires either a) acceptance by the class; or b) unimpairment of
the class. If making the Section 1111(b) election automatically
rendered the secured claims in the class unimpaired, Section
1129(a)(8) would be satisfied because the class would not be
impaired and, by operation Section 1126(f), the class would be
conclusively presumed to have accepted the plan, the Court says.
Creditors in the class making the Section 1111(b) election
therefore could not invoke the cramdown protections.
Similarly, under subchapter V, secured claims in a class are
entitled to the protections of Section 1129(b)(2)(A) only if the
class of secured claims is impaired under and has not accepted the
plan, the Court notes. If a class of secured creditors making the
Section 1111(b) election is deemed unimpaired, the creditors in the
class would not be protected by Section 1129(b)(2)(A), the Court
adds.
Section 1111(b) does not operate to defeat its very purpose by
rendering a claim unimpaired to deprive electing creditors of the
protections of Section 1129(b)(2)(A) while taking away the
creditor's unsecured deficiency claim, the Court explains. No
creditor would knowingly make the Section 1111(b) election if that
were the result, according to the Court.
Thus, the Court holds that Surv-Tek may vote its secured claim if
it makes the Section 1111(b) election, provided it has an impaired
secured claim allowed under Section 502 or temporarily allowed for
voting purposes under Fed.R. Bankr.P. 3018(a), with the issue of
impairment determined in accordance with Section 1124.
A full-text copy of the Memorandum Opinion and Order dated December
9, 2021, is available at https://tinyurl.com/4tkww8ad from
Leagle.com.
About S-Tek 1
Based in Albuquerque, N.M., S-Tek 1 LLC, also known as SurvTek --
https://www.survtek.com/ -- is a land surveying and consulting firm
providing services to both the private and public sectors
throughout New Mexico.
S-Tek 1 filed a Chapter 11 petition (Bankr. D.N.M. Case No.
20-12241) on Dec. 2, 2020. In its petition, the Debtor disclosed
$355,177 in assets and $2,251,153 in liabilities. Randy Asselin,
managing member, signed the petition. Judge Robert H. Jacobvitz
presides over the case. The Debtor tapped Nephi D. Hardman Attorney
at Law, LLC as its bankruptcy counsel and FPM & Associates, LLC as
its accountant.
Patrick Malloy, III has been appointed as Subchapter V Trustee.
SAMSONITE INTERNATIONAL: Fitch Assigns FirstTime 'BB-' IDR
----------------------------------------------------------
Fitch Ratings has assigned a 'BB-' First-Time Issuer Default Rating
(IDR) to Samsonite International S.A. and Samsonite IP Holdings S.a
r.l. The Rating Outlook is Negative. Samsonite's ratings reflect
the company's position as the world's largest travel luggage
company, with strong brands and historically good organic growth.
The rating also considers the adverse impact on performance since
the onset of the pandemic.
The Negative Outlook reflects Fitch's view that operating results
will remain challenged until travel related spending recovers, with
lingering uncertainty regarding the exact timing and trajectory of
a rebound. Samsonite's substantial liquidity position of over $1.3
billion, as of Sept. 30, 2021 -- largely held as cash, provides a
significant buffer against the current environment and offers
strong prospects for deleveraging.
Fitch expects Samsonite to return to close to pre-pandemic revenue
and EBITDA levels by 2023, and also pay down debt that was added in
2020 at the onset of the pandemic. Fitch expects adjusted leverage
to remain elevated, projected at low-6x in 2022 versus 5.0x in
2019, gradually approaching the high-4x range, as appropriate for
the rating, by 2023.
KEY RATING DRIVERS
Gradual Operating Recovery: The pandemic has underscored
Samsonite's exposure to the travel segment which is inherently
susceptible to cyclical consumer spending, yielding weak results,
with 2020 revenue down nearly 60% to $1.5 billion and EBITDA
migrating to negative $219 million from positive $492 million in
2019.
Nonetheless, there is some evidence of early recovery in the YTD
September 2021 period, as vaccine rollouts occur worldwide and
restrictions around domestic and international travel are relaxed.
Samsonite reported 3Q21 constant currency net sales (excluding
Speck) down 38% versus 3Q19, (versus -52% in 2Q21, and -57% in
1Q21), with EBITDA margin of 13% (improving sequentially, with July
12%, August, 13%, September 14%), and cash generation (before
proceeds from debt or asset sales) of $116 million in 3Q21 (versus
a cash burn of $65 million in 1Q21 and $27 million in 2Q21),
reflecting cost control, as well as tight working capital
management and capex spend. Fitch forecasts global air traffic to
be 55%, 31% and 11% below pre-pandemic levels in 2021, 2022 and
2023, respectively, before a full recovery in 2024.
Given Fitch's view of a slow, multi-year recovery in travel, Fitch
currently projects Samsonite's 2022 revenue could climb 40%
although still be around 20% below 2019 levels; EBITDA could
improve toward $160 million in 2021 and $375 million in 2022.
Above-average growth is expected to continue into 2023, with
revenue approaching pre-pandemic levels of $3.6 billion, and EBITDA
of around $520 million.
Prudent Business Navigation: Samsonite responded to the pandemic by
aggressively reducing expenses, lowering its rent burden through
closures of less productive stores, refinancing debt to push out
maturities, and fortifying liquidity through adding $1.4 billion in
debt in 2020 (including a new $600 million Term Loan B and an $810
million draw on its upsized $850 million revolver), alongside
suspending dividend payments to conserve cash. Following these
actions, Samsonite ended 3Q21 with approximately $1.3 billion in
liquidity (essentially comprised of cash and $170 million available
under the revolver), and no significant maturities until 2025.
Adjusted leverage could be around 13x in 2021 and 6x in 2022,
improving to the high-4x area by 2023. Fitch's base case assumes
that Samsonite will utilize its high cash balance of $1.2 billion
as of Sept. 30, 2021 (versus the $300 million-$400 million
pre-pandemic range) to repay debt, with the expectation of around
$900 million of debt repayment in 2022. YTD 2021, Samsonite prepaid
$365 million of debt.
Although the company does not have a publicly stated leverage
target, Fitch expects management to maintain its stated financial
policy to suspend dividends until leverage stabilizes at
pre-pandemic levels of around a high 4.0x on an adjusted basis. As
such, Fitch's forecasts assume Samsonite could resume dividends in
2023 if adjusted leverage approaches the high 4.0x.
Strong Brands and Leading Market Position: Samsonite's multi-brand,
multi-category approach enabled it to grow into the largest travel
luggage company in the world, with $3.6 billion in 2019 revenues
and $492 million in 2019 EBITDA. Its focus on innovation,
geographic diversity and ability to operate across the value,
mid-market and premium market segments has enabled Samsonite to
offer a fully developed offering and grow market share. As sales
continue to shift online and many department stores shrink their
footprints, Samsonite's direct-to-consumer (DTC) sales penetration
of around 25% owned retail plus around 10% owned digital allows the
company to continue to grow its brands, with a healthy mix of
retail and wholesale presence.
History of Stable Cash Flows: Prior to the pandemic, the luggage
industry saw good growth due to increasing disposable income in
developing countries, increased business travel and a shift of
consumer spending towards experiences such as travel and
entertainment.
Samsonite's organic growth (excluding acquisitions) averaged 9% for
the six years ending 2018; 2019 was an exception, where sales were
down 4% (down 2% constant currency) due to headwinds from market
challenges in the U.S., Hong Kong, South Korea and Chile as well as
a planned reduction in China B2B sales. Historically, the business
generated relatively strong EBITDA margins (before adjusting for
IFRS 16) of 16%-17%, with stable cash flows. Post pandemic
recovery, Fitch expects Samsonite to enjoy top line growth of
around 3%-5%, given positive long-term fundamentals of the travel
industry.
DERIVATION SUMMARY
Samsonite's ratings reflect the company's position as the world's
largest travel luggage company, with strong brands and historically
good organic growth. The rating also considers the adverse impact
on performance since the onset of the pandemic.
The Negative Outlook reflects Fitch's view that operating results
will remain challenged until travel related spending recovers, with
lingering uncertainty regarding the exact timing and trajectory of
a rebound. Samsonite's substantial liquidity position of over $1.3
billion as of Sept. 30, 2021 -- largely held as cash, provides a
significant buffer against the current environment and offers
strong prospects for deleveraging.
Fitch expects Samsonite to return to close to pre-pandemic revenue
and EBITDA levels by 2023, and also pay down debt that was added in
2020 at the onset of the pandemic. Fitch expects adjusted leverage
to remain elevated, projected at low-6x in 2022 versus 5.0x in
2019, gradually approaching the high-4x range, as appropriate for
the rating, by 2023.
Other 'BB'-rated peers in the retail and consumer space: Tempur
Sealy International, Inc.'s (TPX) 'BB+'/Stable rating reflects the
strong operating performance, which has been driven by expanded
distribution and market share gains supported by operating
initiatives that expanded TPX's omnichannel presence, enhanced the
brand/product portfolio and improved manufacturing capabilities.
Fitch believes this has led to a sustainable competitive advantage
with increased confidence in TPX's ability to sustain EBITDA of
over $1 billion. Barring a large debt financed acquisition, Fitch
projects TPX will maintain long-term gross leverage in the low 2.0x
range.
Signet Jewelers Ltd.'s 'BB'/Stable rating reflects the company's
improving operating trajectory through topline and expense
management initiatives. Fitch expects stable revenue and EBITDA
beginning 2022 around $7 billion and the mid-$600 million range,
respectively, relative to pre-pandemic levels of $6.1 billion and
$504 million. These expectations, alongside management's evolving
financial policy favoring debt reduction, has improved Fitch's
confidence in the company's ability to sustain adjusted leverage
below 4.5x. Signet's ratings continue to reflect its leading market
position as a U.S. specialty jeweler with approximately 6% share of
a highly fragmented industry.
Levi Strauss & Co. (BB+/Stable) competes in a space (clothing) that
is susceptible to fashion risk. Based on EBITDA declines, adjusted
leverage increased to approximately 6.0x in fiscal 2020 (ended
November 2020) from 3.1x in fiscal 2019. Fitch expects that EBITDA
will grow above pre-pandemic levels in fiscal 2021 (ending November
2021) based on a rebound in revenue, good cost control, and channel
shifts toward the more profitable DTC channel. As such, Fitch
expects adjusted debt/EBITDAR (capitalizing leases at 8.0x) to
improve to the low-3x in fiscal 2021.
Mattel, Inc.'s (BB/Stable) ratings reflects the company's
meaningfully improved operating trajectory, which has increased
Fitch's confidence in the company's longer-term prospects and
financial flexibility. EBITDA in 2020 reached approximately $710
million, up from the 2017/2018 trough of approximately $270
million, largely on cost reductions. EBITDA improvement caused FCF
to turn positive in 2019/2020 after four years of outflows; gross
debt/EBITDA improved from the 11.0x peak in 2017/2018 to 4.1x in
2019.
Revenue has stabilized in the $4.5 billion range with many of
Mattel's key brands demonstrating good consumer trends at retail.
Fitch projects low single digit revenue growth beginning 2021,
which could drive similar to slightly higher growth in EBITDA
assuming some benefits from Mattel's recently announced $250
million cost reduction program.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
-- Fitch expects Samsonite's 2021 revenue to grow around 40% to
$2.1 billion, as consumers gradually resume spending on travel
and related products like luggage. Revenue in 2022 could be
around $3.0 billion, around 20% below the $3.6 billion
recorded in 2019, which includes implemented price increases
of 10%-15% given product cost and supply chain inflation.
Above-average revenue growth could continue into 2023; Fitch
expects 2023 revenue of $3.5 billion to get close to 2019
levels, incorporating the divestiture of Speck (accounting for
$124 million of revenues in 2019). Growth in 2024 and beyond
is expected at around 3%-5%, in line with management's
estimation of industry growth rates of 3%-3.5%.
-- EBITDA, which was negative $219 million in 2020, could improve
alongside the top line rebound toward $160 million in 2021 and
$520 million by 2023, relative to $492 million in 2019.
Margins by 2023 could approach high-14%, compared with 13.5%
in 2019 and over 16% margins (pre adjusting for IFRS 16) in
2017/2018 given the company's cost control efforts, partly
offset by inflationary pressures and some ramp up in SG&A to
support the sales recovery. In addition, gross margins and
EBITDA margins should be supported by higher growth at the
company's higher-end Tumi brand, which is a higher margin
business.
-- FCF, which fell from around $364 million in 2019 to an outflow
of over $100 million in 2020, could be around $70 million in
2021 and 2022, assuming an EBITDA rebound. Fitch's forecast
builds in working capital outflow of $70 million in 2022, as
the company invests in inventory, with a goal to replenish
current low levels, once supply chain pressures ease. FCF
could be sustained around $100 million annually beginning
2023, even assuming Samsonite resumes its dividend, which was
$125 million in 2020.
-- The company ended 2020 with approximately $1.5 billion in
cash, higher than the $463 million at the end of 2019 due to a
new $600 million term loan and around $810 million drawn on
its upsized $850 million revolver. After repaying
approximately $400 million of debt in the YTD 2021, Fitch
expects Samsonite could work down its cash balance in 2022,
through mandatory term loan amortization, prepayment of its
incremental term loan, and revolver paydown.
-- Given Fitch's EBITDA projections and expected repayment of
around $1.4 billion of incremental debt assumed at the onset
of the pandemic over the course of 2021-2023, adjusted
debt/EBITDAR is expected to be around 13.0x in 2021, 6.0x in
2022, and 4.8x in 2023, with potential to decline toward the
mid-4x in 2024.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- An upgrade could result from higher than expected organic
growth yielding EBITDA approaching $575 million alongside
anticipated debt reduction, such that adjusted debt/EBITDAR
(capitalizing leases at 8.0x) is sustained below 4.5x;
-- A Stabilization of the Outlook could result from increased
confidence that global travel is rebounding at Fitch's
expected pace, allowing Samsonite to meet Fitch's rating case
projections over the next 12-18 months, alongside debt
reduction, such that adjusted debt / EBITDAR trends below
5.0x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- A downgrade could result from adjusted debt/EBITDAR
(capitalizing leases at 8.0x) sustaining above 5.0x, due to a
combination of weaker-than-expected rebounds in sales and
EBITDA, such that EBITDA remains below $500 million, and/or
lower than anticipated debt reduction;
-- A downgrade could also result from a deviation from current
financial policy, as evidenced by acquisitions or capital
return to shareholders, before leverage returns to pre
pandemic levels.
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
Samsonite had $1.3 billion of total liquidity at Sep 30, 2021
almost entirely consisting of cash plus $170 million of
availability on its $850 million revolver due 2025. During 2020,
the company undertook a number of actions to support liquidity and
extend maturities given the pandemic's impact on its business. To
support liquidity, in April 2020 the company issued a $600 million
term loan due April 2025 (as incremental to its existing Term Loan
B due April 2025).
The company also amended its credit facility to increase its
revolver size to $850 million from $650 million and drew $810
million on the facility, increasing the debt load by around $1.4
billion in 2020. The company extended the maturity of both its
revolver and $800 million Term Loan A by two years to March 2025,
reset the amortization schedule, and suspended/relaxed certain
leverage and coverage covenants through the first quarter of 2022.
In the YTD September 2021 period, Samsonite prepaid $125 million of
Term Loan A, $100 million of the incremental Term Loan B and $140
million of revolver borrowings, in addition to mandatory
amortization on its facilities.
The company's current capital structure consists of the $850
million revolver due March 2025 (with $676 million drawn at
September 30, 2021), $645 million of Term Loan A due March 2025,
approximately $1.04 billion of Term Loan B due April 2025, and
EUR350 million of senior notes due May 2026. Given the company's
high cash balances at Sept. 30, 2021, Fitch expects Samsonite will
deploy cash towards continued debt paydown in 2022 and 2023 such
that debt returns to pre-pandemic levels of $1.8 billion by 2023.
Recovery and Notching: Fitch does not employ a waterfall recovery
analysis for issuers' assigned ratings in the 'BB' category. The
further up the speculative-grade continuum a rating moves, the more
compressed the notching between the specific classes of issuances
becomes. Fitch has assigned Samsonite's first-line secured debt at
'BB+'/'RR1', notched up two from the IDR and indicating outstanding
recovery prospects given default.
The revolver and term loans are unconditionally guaranteed by the
company and certain subsidiaries. They are secured by substantially
all assets of the company on a first lien basis. The senior notes
are assigned a 'B+'/'RR5', one notch below the IDR, indicating
below average recovery prospects given the amount of first-lien
secured debt in Samsonite's capital structure. The senior notes are
guaranteed on a senior subordinated basis. The notes are secured by
a second ranking pledge over the shares of the company and a second
ranking pledge over the collateral under the senior secured
facilities.
ISSUER PROFILE
Samsonite is the world's largest luggage company, selling luggage,
business and computer bags, outdoor and casual bags, travel
accessories and protective cases for electronic devices. Its
products are sold worldwide, with key brands including Samsonite,
Tumi and American Tourister.
SUMMARY OF FINANCIAL ADJUSTMENTS
Historical and projected EBITDA is adjusted to add back non-cash
stock-based compensation and exclude non-recurring charges. Fitch
has adjusted the historical and projected debt by adding 8.0x
annual gross rent expense.
DATE OF RELEVANT COMMITTEE
02 December 2021
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.
SAMURAI MARTIAL: Wins Cash Collateral Access Thru Jan 2022
----------------------------------------------------------
Judge Eduardo V. Rodriguez has authorized Samurai Martial Sports,
Inc. to continue using cash collateral, on an interim basis, to
fund its necessary business expenses, according to the budget,
until the final hearing on the cash collateral motion.
The Court ruled that BankUnited and Texas Citizens Bank will
continue to have the same liens and security interests in the cash
collateral generated postpetition, and on all proceeds thereof.
The Court also directed the Debtor to deliver to the Lenders and
file with the Court a reconciliation of the budget with the actual
revenue and expenses for November 2021 by December 20, 2021, and
for December 2021 by January 14, 2022, as well as updated
projections of revenue and expenses.
The Debtor will include a line item in the budget for the monthly
ad valorem tax liability of the Debtor's real property, and further
pay to BankUnited the monthly ad valorem tax liability of $3,250 to
be held in escrow for payment due in January 2022 and that
BankUnited will use such amounts to pay the prorated ad valorem
taxes due in January 2022 for the ad valorem taxes for 2021 for the
real property.
A further hearing on the matter is scheduled for January 20 at 1:30
p.m. by audio and electronic means.
A copy of the interim order is available for free at
https://bit.ly/3pY5hKq from PacerMonitor.com.
About Samurai Martial Sports Inc.
Samurai Martial Sports, Inc. is a Houston-based company that
operates a sports complex, camps, after school care and related
matters.
Samurai Martial Sports filed a petition for Chapter 11 protection
(Bankr. S.D. Tex. Case No. 21-32250) on July 2, 2021, listing as
much as $10 million in both assets and liabilities. Ihab Ahmed,
president of Samurai Martial Sports, signed the petition.
Judge Eduardo V. Rodriguez oversees the case.
Reese Baker, Esq., at Baker & Associates and Norris & Associates
serve as the Debtor's legal counsel and accountant, respectively.
SANUWAVE HEALTH: Incurs $4.9 Million Net Loss in First Quarter
--------------------------------------------------------------
SANUWAVE Health, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $4.94 million on $2.12 million of total revenues for the three
months ended March 31, 2021, compared to a net loss of $3 million
on $149,000 of total revenues for the three months ended March 31,
2020.
As of March 31, 2021, the Company had $20.28 million in total
assets, $36.91 million in total liabilities, and a total
stockholders' deficit of $16.63 million.
SANUWAVE said, "We expect to devote substantial resources for the
commercialization of the dermaPACE System and intend continue to
research and develop the next generation of our technology as well
as the non-medical uses of the PACE technology, both of which will
require additional capital resources. We incurred a net loss of
$30.9 million and $10.4 million for the years ended December 31,
2020 and 2019, respectively, and incurred additional net losses in
the first quarter of 2021 of approximately $5.0 million. These
factors and the events of default on the promissiory notes
discussed above create substantial doubt about the Company's
ability to continue as a going concern for a period of at least
twelve months from the financial issuance date. Historically, our
operations have primarily been funded from the sale of capital
stock, notes payable, and convertible debt securities. The
continuation of our business is dependent upon raising additional
capital to fund operations; we may not be able to do so, and/or the
terms of any financings may not be advantageous to us."
During the three months ended March 31, 2021, cash used by
operating activities totaled approximately $3.3 million, which was
driven largely by the net loss for the quarter and was partially
offset by increases in accounts payable and accrued expenses as
well as decreases in accounts receivable. Cash used by investing
activities during the 2021 first quarter consisted of purchases of
property and equipment of $101,000. Cash provided by financing
activities for the quarter consisted primarily of $1.1 million of
proceeds from SBA Loan #2 as well as $125,000 in proceeds from
deposits from related parties and were offset by $46,000 of
principal payments on financing leases.
Cash used in operations averaged $1.1 million per month for the
first quarter of 2021 and management anticipates cash usage for
operations to be approximately $300,000 to $500,000 per month
during the second quarter and $250,000 to $400,000 per month for
the second half of 2021 as resources are devoted to the
commercialization of the dermaPACE and UltraMIST products including
hiring of new employees, expansion of its international business
and continued research and development of the next generation of
its technology as well as non-medical uses of its technology.
Management's plans are to obtain additional capital in 2022 through
investments by strategic partners for market opportunities, which
may include strategic partnerships or licensing arrangements, or
raise capital through the conversion of outstanding warrants,
issuance of common or preferred stock, securities convertible into
common stock, or secured or unsecured debt. These possibilities,
to the extent available, may be on terms that result in significant
dilution to its existing shareholders. Although no assurances can
be given, management believes that potential additional issuances
of equity or other potential financing transactions as discussed
above should provide the necessary funding for the Comopany for the
next twelve months. If these efforts are unsuccessful, the Company
said it may be required to significantly curtail or discontinue
operations or, if available, obtain funds through financing
transactions with unfavorable terms.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1417663/000114036121041395/brhc10031695_10q.htm
About SANUWAVE Health
Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc.
(OTCQB:SNWV) -- http://www.SANUWAVE.com-- is a shock wave
technology company using a patented system of noninvasive,
high-energy, acoustic shock waves for regenerative medicine and
other applications. The Company's initial focus is regenerative
medicine utilizing noninvasive, acoustic shock waves to produce a
biological response resulting in the body healing itself through
the repair and regeneration of tissue, musculoskeletal, and
vascular structures.
SANUWAVE reported a net loss of $30.94 million for the year ended
Dec. 31, 2020, compared to a net loss of $10.43 million for the
year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had
$23.03 million in total assets, $36.75 million in total
liabilities, and a total stockholders' deficit of $13.72 million.
New York, NY-based Marcum LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated Oct. 21,
2021, citing that the Company has violated its debt covenants,
incurred significant losses and needs to raise additional funds to
meet its obligations and sustain its operations. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
SEIN DIVINE: Gets Approval to Hire Real Estate Broker
-----------------------------------------------------
Sein Divine, LLC received approval from the U.S. Bankruptcy Court
for the Western District of North Carolina to hire Justin Hall, a
real estate broker at Sands Investment Group.
The Debtor requires a real estate broker to sell its commercial
property located at 3232 Freedom Drive, Charlotte, N.C.
Mr. Hall disclosed in court filings that he is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Justin Hall
Sands Investment Group
1900 South Blvd., Suite 308
Charlotte, NC 28205
About Sein Divine
Sein Divine, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. N.C. Case No. 21-30468) on Aug. 12,
2021, listing as much as $1 million in both assets and liabilities.
Judge J. Craig Whitley oversees the case.
John C. Woodman, Esq., and David R. DiMatteo, Esq., at Essex
Richards, P.A. serves as the Debtor's bankruptcy attorneys.
SEIN DIVINE: Property Sale Proceeds to Fund Plan Payments
---------------------------------------------------------
Sein Divine, LLC, filed with the U.S. Bankruptcy Court for the
Western District of North Carolina a Disclosure Statement for Plan
of Reorganization dated Dec. 10, 2021.
The Debtor is a North Carolina limited liability company that was
formed on April 16, 2012 and is duly authorized to conduct business
in North Carolina. The Debtor's membership structure consists of a
husband and wife, Rohit Patel and Purnima Bhagat (collectively, the
"Insiders"), each holding 50% membership interest. Both individuals
serve as managers for the Debtor.
The Debtor's sole asset consists of real property located at 3232
Freedom Drive, Charlotte, North Carolina 28208 (Mecklenburg
County), with a property tax identification number of 06503618 (the
"Property"). The Debtor's financial difficulties stem from the
COVID-19 pandemic as its tenant, a Subway Restaurant operation, was
unable to make its monthly rent obligation.
The Debtor filed its chapter 11 bankruptcy case on August 12, 2021
(the "Petition Date"). The Debtor filed this Chapter 11 Case in
order to redeem the Property during the ten day upset bid period
following a foreclosure sale completed by FNB. Due to the
foreclosure sale and the small window to redeem the Real Property,
the Debtor's only viable option was to file the instant action. The
Debtor's Petition indicated that the Debtor's case is a
single-asset real estate case. Thus, since the Petition Date, the
Debtor has has been submitting payments to FNB in an amount equal
to the nondefault contract rate under the pertinent loan
documents.
On November 18, 2021, the Debtor has received a commercially
reasonable offer from Lakemont Property Investors, LLC, a North
Carolina limited liability company ("Proposed Purchaser"). Said
offer will satisfy the secured and priority claims of this estate
including administrative expenses.
Further, the Debtor proffers that the offer, in the amount of
$1,260,000.00, greatly exceeds the pre-petition offers it received
from various parties. Subject to this Court's approval, the Debtor
and the Proposed Purchaser executed a standard real estate purchase
contract. As a good faith deposit, the Proposed Purchaser deposited
$25,000.00 (the Deposit”) with the escrow agent Morehead Title.
The Proposed Purchaser will permit FFD to remain in the Property
for the remainder of the lease term. Thereafter, FFD will operate
on a month to month basis until the Proposed Purchaser provides
advanced written notice for FFD to vacate the Property.
Under the proposed Plan, the Debtor will fund the Plan through the
Sale Motion. However, in the event that the proposed sale is not
approved or fails to close, the Debtor proposes to continue to
collect the rent from FFD so that certain claims are satisfied in
accordance with the terms herein. The remaining allowed claims will
be paid, after the priority and approved administrative expense
claims, through the remaining disposable income generated from the
operations of FFD.
Class 3 consists of any Allowed Secured Claim of First National
Bank, N.A. For purposes of the Plan, and reserving all rights with
respect to a determination of the allowed amount of the same, the
Debtor notes that FNB filed its proof of claim concerning the
Allowed Secured FNB Claim in Class 3 to be $686,052.10.
* In the event that the Sale Motion is approved, the Debtor
proposes to pay the credit bid amount subject to the Allowed
Secured Claim of FNB at the closing of the Property provided
however, that the Debtor proposes that the full remaining amount of
the FNB claim be escrowed with counsel for FNB so that the Debtor
can exercise its full rights and remedies to review the FNB proof
of claim associated with Class 3. Class 3 is Impaired and Holders
of Allowed Class 3 Claims will be entitled to vote on the Plan. For
sake of clarity and out of an abundance of caution, the amount of
Class 3 claim will be determined through the claims process
permitted herein and the Plan.
* In the event that the Sale Motion is not approved or the
sale transaction does not close, the Debtor proposes to pay the
Allowed Secured Claim of FNB, at the option of the Debtor: (a) in
full, in Cash, on the Effective Date or as soon as practicable
thereafter; (b) upon such other terms as may be mutually agreed
upon between such holder of an Allowed Secured Claim of FNB and the
Debtor; or (c) monthly interest only payments on the Allowed
Secured FNB Claim at an interest rate per annum of 4.5% amortized
over 10 years with a balloon at 5 years of the Effective Date.
Class 5 consists of Allowed General Unsecured Claims as defined.
The Debtor estimates that Allowed General Unsecured Claims total
approximately $0.00.
Class 6 consists of the Equity Interests in the Debtor held by the
members of the Debtor. In the event that the Sale Motion is
approved, the Debtor will escrow any funds in excess of the allowed
claims. The funds escrowed will be placed in the trust account for
the Debtor's counsel and shall not be released until the later of:
(i) completion of the claims process; (ii) the Chapter 11 Case is
closed; or (iii) approval by this Court following the proper relief
sought by the Debtor.
In the event that the Sale Motion is not approved or the sale
transaction does not close, the Equity Interests held by the
members will remain provided however that the members shall not
receive any distributions or profits from the Debtor until all
allowed claims in Classes 1 through 5 are satisfied in full.
The Debtor shall make all distributions to the holders of Allowed
Claims that are required under this Plan. In the event that the
Sale Motion is approved, the Debtor shall make all distributions to
holders of secured claims that encumber the Property as provided
for in this Plan. Any net funds that are in excess of the secured
claims shall be escrowed with Debtor's counsel in the undersigned's
trust account.
A full-text copy of the Disclosure Statement dated Dec. 10, 2021,
is available at https://bit.ly/3ESOnTK from PacerMonitor.com at no
charge.
Counsel for the Debtor:
John C. Woodman, Esq.
David R. DiMatteo
Essex Richards, P.A.
1701 South Boulevard
Charlotte, NC 28203
Tel.: (704) 337-4300
Email: jwoodman@essexrichards.com
ddimatteo@essexrichards.com
About Sein Divine
Sein Divine, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.C. Case No. 21-30468) on Aug 12,
2021, listing as much as $1 million in both assets and liabilities.
Judge J. Craig Whitley oversees the case. Essex Richards, P.A.,
serves as the Debtor's legal counsel.
SHAWCOR LIMITED: DBRS Assigns BB(low) Issuer Rating, Trend Stable
-----------------------------------------------------------------
DBRS Limited assigned an Issuer Rating of BB (low) with a Stable
trend to Shawcor Ltd. DBRS Morningstar also assigned a provisional
rating of B (high), Stable, with a recovery rating of RR5 to
Shawcor's Senior Unsecured Notes. As of November 30, 2021, Shawcor
had no Senior Unsecured Notes outstanding. In connection with
Shawcor's proposed issuance of Senior Unsecured Notes, DBRS
Morningstar expects the Senior Unsecured Notes to be on terms
consistent with draft documentation provided by Shawcor to DBRS
Morningstar and satisfactory to DBRS Morningstar, including
guarantees (if any). Further, DBRS Morningstar (1) understands that
the Senior Unsecured Notes will rank subordinate to the Senior
Secured Credit Facility, and (2) expects that, concurrent with the
issuance of the Senior Unsecured Notes, the Senior Secured Credit
Facility will be reduced from USD 500 million to USD 300 million
and its maturity will be extended to represent a 4-year term after
the issuance of the Senior Unsecured Notes.
The assigned ratings are reflective of Shawcor's business and
financial risk profiles. DBRS Morningstar notes that the Company's
exposure to the cyclicality of oil and gas commodity prices has
declined over the last three years as a result of strategic asset
dispositions in the pipe and pipe coating segment, and both organic
and acquisition-driven growth in the non-oil-and-gas-related
businesses. During the nine months ended September 30, 2021 (YTD
2021), the oil and gas-related businesses accounted for
approximately 60% of the Company's revenue, while the
non-oil-and-gas-related businesses contributed the remaining 40% of
the revenue. This compares to 2019, when more than 75% of the
Company's revenue came from oil-and-gas-related businesses.
All of the three non-oil-and-gas-related product lines of Shawcor,
namely composite tanks, engineered wire and cable products, and
heat-shrink products are supported by long-term sustainable
macro-economic trends; Shawcor is the number one or number two
player in their targeted geographies in each of these product
lines. Shawcor is the second-largest global manufacturer of
heat-shrink products and application devices, the primary
application of which is in electric and hybrid vehicles, and
electric car components. These products are manufactured in China,
Germany, and Canada. While competitor TE Connectivity is the clear
global leader, when compared with other international producers in
this space, Shawcor is technologically more advanced. The Company
benefits from: (1) the growing penetration of electric/hybrid
vehicles in the global automotive market; (2) the growth in the
number of electric components per car in traditional internal
combustion vehicles; and (3) the cost of failure being high, which
leads to a preference for premium quality and reliability among
customers. Thus, Shawcor has an advantage over other less
sophisticated manufacturers. The Company is the largest
manufacturer of composite tanks in North America with a substantial
share of the growing composite underground fuel storage tank
market. The majority of the sales are made to large national-level
fuel stations for the replacement of steel underground fuel storage
tanks and the Company is also gaining traction in the water-storage
tank space. The Company continues to have a strong backlog of
orders for its composite tanks driven by the natural replacement
cycle and as certain large retail gas station networks are
re-footing their infrastructure. Shawcor benefits due to the
following underlying factors: composite tanks offer (1) a 30-year
lifespan compared with the 20-year lifespan of steel tanks and (2)
corrosion resistance leading to reduced risk of leakage. The
Company is a Canadian leader in engineered wire and cables, with
manufacturing in Toronto and sales mostly in Canada. The engineered
wires and cables are sold to some of the key corporations in Canada
within the communications, transportation, utility, and other
industrial sectors. DBRS Morningstar is of the view that, moving
forward, the percentage of total Company revenue and EBITDA
contribution derived from heat-shrink products and devices,
composite tanks and from engineered wires and cables will continue
to rise.
Looking ahead, DBRS Morningstar views Shawcor's non-oil-and-gas
product lines to be well-positioned to take advantage of the
favorable macro-economic trends in the near, medium, and longer
term. Nonetheless, these businesses are expected to face headwinds
during the next six to nine months driven by the same factors that
have persisted during the last 12 to 18 months, namely:
(1) The Company has had difficulties in the procurement of
Underwriter Laboratories listed resins, the key raw material used
in the manufacturing of the composite tanks. This has led to the
underutilization of the manufacturing units and prevented the
Company from unconstrained fulfillment of its order backlog, which
continues to remain robust. The issue is expected to be resolved by
the second half of 2022 through a confluence of factors: (a) the
Company has expanded from two to four suppliers, (b) Shawcor is
searching for additional alternate sources of raw material, (c) the
existing suppliers can likely supply more by increasing production
to meet greater market demand, and (d) the Company is working to
streamline its manufacturing process to reduce waste and thereby
increase its product yield from the same volume of raw material
inputs.
(2) The Company also has had its challenges on the automotive side
as the chip shortage is now affecting the premium electric car
segment, resulting in extended shutdowns at auto manufacturers.
This will likely negatively affect the demand for Shawcor's
heat-shrink products from the auto sector until production returns
to normal levels.
DBRS Morningstar believes that Shawcor's oil and gas businesses,
specifically the pipeline and pipe services segment, is now leaner
as the Company (1) shut down several of its plants during the
course of the last year and now only operates through nine
facilities versus 20 before; (2) reduced other fixed-costs through
restructuring initiatives; and (3) in 2020 exited its North
American onshore operations, save for those intended to service
Western Canada. Note that this division was a relatively less
specialized operation in a more competitive space as compared with
the global offshore operations that remain. Additionally, in
December 2020, the Company divested is Pipeline Products business,
generating substantial cash and narrowing its go-forward focus.
Even though a leaner division, the financial performance of the
pipe and pipe coating segment continues to be highly correlated
with activity levels in the midstream oil and gas industry, which
in turn is influenced by oil and gas prices. Thus, it not only
represents more volatile earnings and cash flows due to the
continued exposure to a highly cyclical end market. F2020 was
particularly challenging for this segment, resulting in negative
segment EBITDA. Nonetheless, Shawcor's restructuring initiatives,
namely rationalization of the manufacturing footprint throughout
2020 and 2021 and the reduction of fixed costs, along with the
recovery in oil prices, have led to positive EBITDA for this
segment on a year-to-date basis in 2021. Shawcor's composite pipes
product line, which is also tied to upstream oil and gas sector has
much better margins and operating efficiencies as underpinned by
profitable operation even during 2020 – a year particularly
challenging for companies with upstream oil and gas sector
exposure.
In terms of the financial risk profile, the Company has taken a
number of steps to reduce its financial leverage including: (1)
repayment of almost $130 million of debt YTD 2021; (2) the
reduction in its capital spend; and (3) the suspension of its
dividends starting in the second quarter of 2020. All of these
factors, along with a year-over-year improvement in earnings and
cash flow, have led to financial leverage measures in debt to
EBTIDA falling to just under 3 times (x) during YTD 2021. (Note
that DBRS Morningstar calculates financial leverage gross of cash,
and includes operating lease liabilities as debt.) DBRS Morningstar
expects leverage to increase slightly at year-end 2021 due to some
supply chain issues. Nonetheless, DBRS Morningstar is of the view
that financial leverage should decline in the second half of 2022
and stay under 3x for the foreseeable future. A substantial
unfavorable change to the underlying business risk strengths and/or
a protracted significant weakening of the financial risk profile,
driven by factors including large debt-funded acquisitions or
reinstatement of dividends during market weakness, could lead to
negative rating actions. Given the Company's commitment to a
conservative financial policy, this seems less probable in the near
term.
Notes: All figures are in Canadian dollars unless otherwise noted.
SHEKINAH OILFIELD: Seeks to Hire Lee Law Firm as Co-Counsel
-----------------------------------------------------------
Shekinah Oilfield Services, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to employ Lee
Law Firm, PLLC as co-counsel with Weycer, Kaplan, Pulaski, & Zuber,
P.C.
The firm's services include:
a. working with the Debtor to gather the information necessary
to complete the bankruptcy schedules, statement of financial
affairs, and other initial pleadings and lists, and fulfilling the
initial information and document requirements of the Office of the
U.S. Trustee;
b. working with the Debtor and Weycer to prepare the bankruptcy
schedules, statement of financial affairs, and other initial
pleadings or lists; and
c. assisting Weycer in the management of the bankruptcy case,
including fulfilling additional reporting and disclosure
obligations.
The firm's hourly rates are as follows:
Chris Lee, Shareholder $350 per hour
Other Shareholders $350 per hour or less
Associates $250 per hour or less
Paralegals $175 per hour
Prior to the filing of the petition, Lee Law Firm received $16,000
from the Debtor. The firm will also be reimbursed for
out-of-pocket expenses incurred.
Christopher Lee, Esq., a partner at Lee Law Firm, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Christopher M. Lee, Esq.
Lee Law Firm, PLLC
8701 Bedford Euless Rd, Ste 510
Hurst, TX 76053
Tel: (469) 646-8995
Fax: (469) 694-1059
About Shekinah Oilfield Services
Albany, Texas-based Shekinah Oilfield Services, Inc. filed a
petition for Chapter 11 protection (Bankr. N.D. Texas Case No.
21-10152) on Nov. 2, 2021, listing up to $1 million in assets and
up to $10 million in liabilities. James L. Knight, president of
Shekinah, signed the petition.
Judge Robert L. Jones oversees the case.
Weycer, Kaplan, Pulaski, & Zuber, P.C. and Lee Law Firm, PLLC serve
as the Debtor's bankruptcy counsel.
SHEKINAH OILFIELD: Seeks to Hire Weycer as Bankruptcy Counsel
-------------------------------------------------------------
Shekinah Oilfield Services, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Weycer Kaplan Pulaski, & Zuber P.C. to serve as legal counsel in
its Chapter 11 case.
The firm's services include:
a. advising the Debtor of its rights, powers, duties and
obligations in its bankruptcy case;
b. taking all necessary actions to protect and preserve the
estate of the Debtor, including the prosecution of actions on the
Debtor's behalf, the defense of actions commenced against the
Debtor, the negotiation of disputes in which it is involved, and
the preparation of objections with respect to claims filed against
the estate;
c. assisting in the investigation of the acts, conduct, assets,
and liabilities of the Debtor and any other matters relevant to the
case;
d. investigating and potentially prosecuting preference,
fraudulent transfer, and other causes of action arising under the
Debtor's avoidance powers or which are property of the estate;
e. preparing legal papers;
f. negotiating, drafting and presenting a plan for the
reorganization of the Debtor's financial affairs and related
documents; and
g. performing all other necessary legal services for the
Debtor.
The firm's hourly rates are as follows:
Jeff Carruth, Esq. $485 per hour
Other Shareholders $485 per hour or less
Associates $300 per hour or less
Paralegals $150 per hour
The Debtor paid $16,000 to the firm as a retainer fee.
Jeff Carruth, Esq., the firm's attorney who will be providing the
services, disclosed in a court filing that he is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Jeff Carruth, Esq.
Weycer, Kaplan, Pulaski, & Zuber, P.C.
3030 Matlock Road, Suite 201
Arlington, TX 76105
Tel: (713) 341-1158
Fax: (866) 666-5322
Email: jcarruth@wkpz.com
About Shekinah Oilfield Services
Albany, Texas-based Shekinah Oilfield Services, Inc. filed a
petition for Chapter 11 protection (Bankr. N.D. Texas Case No.
21-10152) on Nov. 2, 2021, listing up to $1 million in assets and
up to $10 million in liabilities. James L. Knight, president of
Shekinah, signed the petition.
Judge Robert L. Jones oversees the case.
Weycer, Kaplan, Pulaski, & Zuber, P.C. and Lee Law Firm, PLLC serve
as the Debtor's bankruptcy counsel.
SHERRITT INTERNATIONAL: DBRS Confirms B Issuer Rating
-----------------------------------------------------
DBRS Limited confirmed Sherritt International Corporation's Issuer
Rating at B, Recovery Rating at RR6, and Second Lien Notes rating
at CCC (high), all with Stable trends. The confirmation of the
Issuer Rating is based on Sherritt's business-risk profile, which
remains in the BB category and accounts for the Company's (1)
relatively long reserve life, (2) favorable operating cost
structure at its nickel operations, and (3) constructive outlook
for nickel and cobalt prices over the next three years (Bloomberg
consensus as of November 4, 2021). The Issuer Rating is tempered by
the Company's smaller size and its material exposure to Cuba. The
Issuer Rating and Stable trend consider the Company's plans to
allocate capital towards expanding its nickel and cobalt production
with a relatively carbon-friendly, low-risk brownfield expansion of
its Moa Joint-Venture (JV) and Fort Saskatchewan operations
compared with pursuing riskier and more carbon-intensive oil and
gas development activities in Cuba. The proposed nickel expansion
highlights the integrated nature of Sherritt's operations between
Cuba and Canada. DBRS Morningstar notes that the U.S. embargo of
Cuba remains in full effect, as the Biden administration has chosen
to focus on tackling the Coronavirus Disease (COVID-19) pandemic
plus its Buy American and infrastructure initiatives. As a result,
Sherritt faces negative financial headwinds due to the embargo,
including a high level of uncertainty around the timing of
dividends from the Moa JV and payments on overdue energy
receivables.
DBRS Morningstar's Recovery Rating analysis was based on an
enterprise valuation approach, which factored in environmental
rehabilitation obligations. Based on the Recovery Rating analysis,
DBRS Morningstar confirmed a Recovery Rating on the Second Lien
Notes at RR6 and the corresponding instrument rating at CCC (high),
two notches below the Issuer Rating.
The Company continues to have significant cash balances and
outstanding unpaid receivables associated with its Cuban
operations. At the end of the third quarter 2021, the Company
reported a cash balance of $163.4 million, including $76.7 million
of cash held at the Company's Power operations in Cuba. Outstanding
Oil and Gas and Power receivables held in Cuba were USD 152.5
million. That said, Sherritt has been receiving both dividends from
its Moa JV and payments on the overdue energy receivables. In the
third quarter, Sherritt received USD 6.4 million in overdue energy
receivables. Subsequent to the end of the quarter, the Company also
received USD 2.5 million under the enhanced June 2019 agreement
with Energas S.A.
DBRS Morningstar notes that the receipt of higher-than-forecast
dividends and overdue receivables or the formal approval of the
proposed expansion of the Moa JV operations with attractive
economic terms could result in a positive rating action.
Conversely, a sustained suspension of either the repayment of the
outstanding energy receivables or ongoing Moa JV dividends could
result in a potential negative rating action.
Notes: All figures are in Canadian dollars unless otherwise noted.
SMARTER BUILDING: Seeks to Tap Cramer and Associates as Accountant
------------------------------------------------------------------
Smarter Building Technologies Alliance, Inc. and its affiliates
seek approval from the U.S. Bankruptcy Court for the Central
District of California to retain John Worden, a certified public
accountant at Cramer and Associates.
Mr. Worden will continue to assist the Debtors in managing their
books and records.
Cramer and Associates will receive a flat fee of $3,500 per month.
Additionally, the Debtors propose to pay the firm a one-time fee of
$2,000, to be included with the first month's fee in consideration
for the firm and Mr. Worden's acclimation to the new relationship
as accountant to a "debtor-in-possession."
Mr. Worden disclosed in a court filing that his firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
John Worden, CPA
Cramer and Associates
5800 Stanford Ranch Road, Suite 220
Rocklin, CA 95765
Phone: 916-864-4272
Fax: 916-863-3105
Email: yourcpa@cramercpa.com
About Smarter Building Technologies Alliance
Smarter Building Technologies Alliance, Inc. is a merchant
wholesaler of professional and commercial equipment and supplies in
Long Beach, Calif.
Smarter Building Technologies Alliance and its affiliates filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Calif. Lead Case No. 21-18337) on Oct 29, 2021.
Benjamin Buchanan, the chief executive officer, signed the
petitions. In its petition, Smarter Building Technologies Alliance
listed $877,745 in assets and $1,942,876 in liabilities.
Judge Barry Russell presides over the cases.
The Debtors tapped DLA Piper, LLP (US) as legal counsel; Rock Creek
Advisors, LLC as financial advisor; and John Worden of Cramer and
Associates as accountant. Stretto is the claims and noticing agent.
SMARTER BUILDING: Taps DLA Piper as Bankruptcy Counsel
------------------------------------------------------
Smarter Building Technologies Alliance, Inc. and its affiliates
seek approval from the U.S. Bankruptcy Court for the Central
District of California to employ DLA Piper LLP (US) as their legal
counsel.
The firm's services include:
a. advising the Debtors of their rights, powers and duties in
managing their business under Chapter 11 Subchapter V of the
Bankruptcy Code;
b. preparing legal documents and reviewing all financial reports
to be filed in these bankruptcy cases;
c. advising the Debtors concerning, and preparing responses to,
legal papers that may be filed by other parties in these bankruptcy
cases;
d. assisting the Debtors in the negotiation and documentation of
asset purchase agreements, financing agreements and related
transactions;
e. advising the Debtors regarding actions to collect and recover
property for the benefit of their estates;
f. advising the Debtors concerning executory contract and
unexpired lease assumption, assignment or rejection;
g. advising the Debtors in connection with any proposed sale of
their assets;
h. assisting the Debtors in reviewing, estimating, and resolving
claims asserted against the estates;
i. assisting the Debtors to comply with applicable laws and
governmental regulations;
j. pursuing litigation to assert rights held by the Debtors,
protect assets of the estate or otherwise further the goals of the
Debtors in these bankruptcy cases;
k. preparing and prosecuting a Chapter 11 plan; and
l. providing any other services to the extent requested by the
Debtors.
The firm's hourly rates are as follows:
Benjamin Winger, Esq. $1,050 per hour
Matthew Sarna, Esq. $670 per hour
DLA Piper will be paid a retainer in the amount of $40,000 and
reimbursed for out-of-pocket expenses incurred.
Benjamin Winger, Esq., a partner at DLA Piper, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Benjamin Winger, Esq.
DLA Piper LLP (US)
2000 University Avenue
East Palo Alto, CA 94303
Tel: (650) 833-2348
Email: Brent.Yamashita@us.dlapiper.com
About Smarter Building Technologies Alliance
Smarter Building Technologies Alliance, Inc. is a merchant
wholesaler of professional and commercial equipment and supplies in
Long Beach, Calif.
Smarter Building Technologies Alliance and its affiliates filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Calif. Lead Case No. 21-18337) on Oct 29, 2021.
Benjamin Buchanan, the chief executive officer, signed the
petitions. In its petition, Smarter Building Technologies Alliance
listed $877,745 in assets and $1,942,876 in liabilities.
Judge Barry Russell presides over the cases.
The Debtors tapped DLA Piper, LLP (US) as legal counsel; Rock Creek
Advisors, LLC as financial advisor; and John Worden of Cramer and
Associates as accountant. Stretto is the claims and noticing agent.
SMOKINKWR LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Smokinkwr LLC
d/b/a Dickey's Barbecue Pit
2124 Rope Maker Rd
Conroe, TX 77384-2510
Chapter 11 Petition Date: December 14, 2021
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 21-33989
Debtor's Counsel: Thomas F Jones III, Esq.
LAW OFFICE OF THOMAS F JONES III
1770 St. James Place
Suite 105
Houston, TX 77056-3441
Tel: (832) 398-6182
Email: tfjonesiii@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Brian M. Hubbard, sole member and
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/SVGLLWQ/Smokinkwr_LLC__txsbke-21-33989__0001.0.pdf?mcid=tGE4TAMA
STANCE AUTOWORKS: Seeks to Hire Acosta Law as Bankruptcy Counsel
----------------------------------------------------------------
Stance Autoworks, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to hire Acosta Law, P.C. to
serve as legal counsel in its Chapter 11 case.
The firm's services include:
a. analyzing the Debtor's financial situation;
b. advising the Debtor with respect to its rights, duties and
powers in its bankruptcy case;
c. representing the Debtor at all hearings and other
proceedings;
d. preparing legal papers;
e. representing the Debtor at any meeting of creditors;
f. representing the Debtor in all proceedings before the
bankruptcy court and in any other judicial or administrative
proceeding where its rights may be litigated or otherwise
affected;
g. preparing and filing a disclosure statement and Chapter 11
plan of reorganization;
h. assisting the Debtor in analyzing the claims of creditors
and in negotiating with such creditors; and
i. assisting the Debtor in any matters relating to or arising
out of its Chapter 11 case.
Acosta Law's hourly rates are as follows:
Alex Olmedo Acosta $400 per hour
Martin Lee Pack $350 per hour
Paralegal $105 per hour
The firm received a retainer in the amount of $30,000.
As disclosed in court filings, Acosta Law is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Alex Olmedo Acosta, Esq.
Acosta Law, P.C.
13831 Northwest Freeway, Suite 400
Houston TX 77040
Tel: 713-980-9014
Fax: 713-583-9554
Email: alex@theacostalawfirm.com
About Stance Autoworks LLC
Stance Autoworks, LLC sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Texas Case No. 21-33931) on
Dec. 7, 2021, listing under $1 million in both assets and
liabilities. Judge Christopher M. Lopez oversees the case. Alex
Olmedo Acosta, Esq., at Acosta Law, P.C. represents the Debtor as
legal counsel.
STANTON GLENN: Taps Nixon Peabody as Special Regulatory Counsel
---------------------------------------------------------------
Stanton Glenn Limited Partnership seeks approval from the U.S.
Bankruptcy Court for the District of Columbia to employ Nixon
Peabody, LLP as special regulatory counsel.
The Debtor needs the firm's legal assistance in connection with its
obligations under a consent judgment order in a settled cause of
action in the District of Columbia initiated prior to its Chapter
11 filing.
The firm will be paid at the rate of $650 per hour and reimbursed
for out-of-pocket expenses incurred.
Richard Michael Price, Esq., a partner at Nixon Peabody, disclosed
in a court filing that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Richard Michael Price, Esq.
Nixon Peabody, LLP
799 9th Street NW, Suite 500
Washington, DC 20001-5327
Phone: 202-585-8000 / 202-585-8716
Fax: 202-585-8080
About Stanton Glenn Limited Partnership
Stanton Glenn Limited Partnership is a single asset real estate
debtor (as defined in 11 U.S.C. Section 101(51B)). It is the fee
simple owner of a 379-unit apartment complex known as Stanton Glenn
Apartments located in Washington, DC. The property has a current
value of $40 million.
Stanton Glenn Limited Partnership filed its voluntary petition for
Chapter 11 protection (Bankr. D.C. 21-00261) on Oct. 29, 2021,
listing $40,503,154 in assets and $27,655,693 in liabilities.
Joseph Kisha, president, signed the petition.
Judge Elizabeth L. Gunn presides over the case.
Marc E. Albert, Esq., at Stinson LLP is the Debtor's bankruptcy
counsel while Gamma Law Firm, PLLC and Nixon Peabody, LLP serve as
its special regulatory counsel. MN Blum, LLC is the Debtor's
accountant.
STAPLES INC: S&P Affirms 'B' Issuer Credit Rating, Outlook Neg.
---------------------------------------------------------------
S&P Global Ratings affirmed the 'B' issuer credit rating and
maintained its negative outlook on U.S.-based business-to-business
office supplies distributor Staples Inc.
The negative outlook reflects the risk that the company may be
unable to reduce its adjusted debt leverage below 7x and improve
its cash flows over the next 12-18 months due to the uncertain
post-pandemic demand for office products, which could decline as
secular headwinds accelerate or office capacity is permanently
lowered.
Staples' credit metrics will remain weak for the rating in 2022.
S&P said, "While we expect the company's revenues in the fiscal
year ending Jan. 31, 2022, to be only about 4% below pre-pandemic
level--at $9.9 billion vs. $10.3 billion in the prior fiscal
year--its operating margins have remained weakened. We forecast
Staples' gross margin this year to stand 250 basis points (bps)
below 2019 gross margins due to a lower-margin product mix shift
(namely toward lower-margin janitorial and sanitation (Jan/San)
products, away from office supplies) and the burden of higher
logistics costs associated with increased deliveries to residential
addresses." Despite a gradual recovery in profitability through the
pandemic due to management's efforts to reduce costs, some shift
away from Jan/San products, and, more recently, price increases,
the company's gross margin will likely continue to face headwinds
until workplaces fully reopen which should return its product mix
back toward its core higher-margin office supplies (including
paper, ink, and toner), and improve logistics efficiency toward
larger average orders.
While offices in many Central and Southern States have largely
reopened, a large portion of workplaces in Coastal metropolitan
cities remain shut and may not reopen before mid-2022. S&P said,
"Therefore, we expect Staples' leverage to remain in the 7x area or
higher over the next 12 months and believe there is very limited
flexibility for underperformance relative to our base-case forecast
given the significant ongoing business pressures. Still, we believe
the company has a viable path to improve its credit metrics,
including its leverage and free cash flow once workplaces fully
reopen."
Staples has ample liquidity over the next 12 months. In September
2021 the company extended its $1.2 billion ABL maturity by five
years, or the earlier of other material indebtedness (Sep. 2024),
and has liquidity of about $880 million in total cash and available
ABL borrowings as of Oct. 31, 2021. Furthermore, Staples will
receive about $100 million of proceeds from the sale of its
Canadian assets, and we expect the company to generate positive
free cash flow of $100 million to $150 million annually (S&P does
not forecast large negative working capital movements, as the
company believes its level of inventory is adequate to meet the
return-to-office demand).
The pandemic could accelerate the existing secular headwinds facing
Staples' core ink, toner, paper, and office products. S&P believes
there could be a structural shift in the post-pandemic demand for
office supplies. Specifically, the preexisting secular headwinds
facing Staples' core paper and printing products will likely be
exacerbated by the accelerated shift toward virtual work and
overall demand could weaken due to lower office capacity, as
workplaces initially return with limited density and allow some of
their workforce to remain permanently remote.
S&P said, "However, we also acknowledge that Staples remains a
leading North American distributor for office supplies and related
"Pro" categories (which it defines as associated furniture,
break-room, facilities, Jan/San, technology products and services),
a market it has estimated to be worth around $200 billion. We
further note industry-wide headwinds could provide it with an
opportunity to take share from some of the smaller players in this
highly fragmented market. We believe Amazon's Business segment,
e-commerce, and big box retailers remain an increasingly
competitive threat.
"The negative outlook on Staples reflects the risk that the company
may be unable to reduce its adjusted debt leverage below 7x and
improve its cash flows over the next 12-18 months due to the
uncertain post-pandemic demand for office products, which could
decline as secular headwinds accelerate or office capacity is
permanently lowered. However, under our base case, we expect the
company to lower leverage below 7x in early 2023."
S&P could lower its rating on Staples over the next year if:
-- S&P does not expect debt leverage to improve below 7x with free
operating cash flow (FOCF) to debt in the mid-single digit percent
area by early 2023;
-- S&P takes a less favorable view of the company's business risk
because revenue declines accelerate relative to pre-pandemic
levels, gross margins remain depressed, and/or market share erodes;
or
-- Debt-financed acquisitions increase its leverage or business
execution risk.
S&P said, "We could revise our outlook on Staples to stable if a
faster-than-expected recovery in its margin or debt reduction
causes us to expect its leverage to improve to 7x or below in the
next 12 months. Under this scenario, we would expect the company to
maintain its adequate liquidity position and report an improving or
stable operating performance."
STRAIT CROSSING: DBRS Cuts Issuer Rating to BB(high), Trend Stable
------------------------------------------------------------------
DBRS Limited downgraded Strait Crossing Development Inc.'s (SCDI)
Issuer Rating to BB (high) with a Stable trend from BBB (low) with
a Negative trend and confirmed the rating of the 6.17% Revenue
Bonds rating at BBB (low), changing the trend to Stable from
Negative. The Issuer rating downgrade reflects a prolonged period
of pressured financial metrics, including debt service coverage
ratios (DSCRs) well below the BBB range, and an extended period of
a reduced amount of General Revenue Account funds available, caused
by an essentially one-year delay in recovery, compared with
expectations in 2020. The confirmation of the rating of the Revenue
Bonds at BBB (low) reflects the Issuer rating of BB (high) combined
with DBRS Morningstar's assessment of the likelihood of full
recovery of outstanding debt principal in a case of bond default.
The previous Negative trends were assigned on May 20, 2020, as a
result of the Coronavirus Disease (COVID-19)-related impact on the
bridge traffic volumes. This resulted in an outlook of a short-term
period of depressed DSCRs mitigated by an expectation of healthy
cash reserve balance at the time to cushion this negative effect.
DBRS Morningstar now views this previous Negative trend to be
resolved with the downgrade of the Issuer rating.
The pandemic and the resulting implementation of containment
measures by the Government of Prince Edward Island and the
Government of New Brunswick significantly affected 2020 traffic.
Traffic in the initial periods of the pandemic was reduced to
essential services only, and full-year traffic volumes for 2020
were only 56% of those of 2019, resulting in a revenue decline of
almost 40% from the previous year. However, DBRS Morningstar notes
that traffic gradually and consistently improved from a pandemic
first-wave low through the year, and that volumes over the summer
high season months were good, reflecting increasing confidence and
activity among travelers. Traffic volumes for 2021 to date have
exhibited a similar pattern, with second- and third-wave lockdowns
having an outsized effect on the first half of the year and
negating the improvements seen in the second half of 2020. Also,
improved pandemic conditions and general confidence led to the
summer peak season being significantly better than winter and
spring, with 2021 summer traffic rising to approximately 70% of
pre-pandemic volumes. DBRS Morningstar believes this pattern of
good summer results points to continuing demand for tourism
services and an eventual recovery to normalized demand once the
pandemic finally recedes.
Despite a number of positive developments, including high
vaccination rates, the reopening of the U.S.-Canada border, and an
anticipated resulting increase in tourism, DBRS Morningstar expects
the traffic recovery to be slow and gradual, with the volumes
returning to full pre-pandemic levels between 2023 and 2024. This
represents an almost full year of delay from the expectation in
2020 and is due to the impact of the second and third waves in the
first half of 2021. From a credit metrics point of view, the result
of this delay is a prolonged period of material deterioration in
DSCR levels, which have remained well below the BBB range. DBRS
Morningstar now does not expect DSCRs to recover to BBB levels on a
sustained basis until mid to late 2023. DBRS Morningstar also
anticipates liquidity will be stressed because the effect of
lower-than-forecast revenue in 2021 and the obligation to continue
funding debt service and other expenses have led to tighter levels
of cash reserves available in the General Revenue Account compared
with the expectations that underpinned the rating confirmation in
2020 and a reduction in the amount of cushion available to deal
with the possibility of extended pandemic effects. In this respect,
DBRS Morningstar notes that case counts in Atlantic Canada are once
again on the rise in autumn 2021 and observes that other geographic
regions, such as Europe, have already had to reimpose lockdowns and
travel restrictions following virus resurgences and the emergence
of new variants. As a result, DBRS Morningstar's rating view
assumes a continued risk that some travel curbs may be required in
2022, prior to gradually receding pandemic effects later in the
year and into 2023. DBRS Morningstar will monitor the Company
closely and will revisit its analysis if the underpinning
assumptions have become materially different.
At this time, DBRS Morningstar does not believe a positive rating
action is likely in the short term, while a negative rating action
could occur if a fifth pandemic wave is more severe than expected.
DBRS Morningstar continues to monitor the coronavirus-related
situation closely and sees that a prolonged impact of the pandemic
on the Company's business and financial profile, a materially lower
General Revenue Account balance, or the incurrence of large,
unexpected maintenance or rehabilitation items could put further
negative pressure on the ratings. DBRS Morningstar will consider a
positive action on the Issuer rating upon meaningful and sustained
traffic recovery with the resulting DSCR returning to BBB-range
metrics.
Notes: All figures are in Canadian dollars unless otherwise noted.
SUDBURY PROPERTY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Sudbury Property Management, LLC
200 East Main Street
Marlborough, MA 01752
Business Description: Sudbury Property Management, LLC is a
privately held company in the nonresidential
building construction industry.
Chapter 11 Petition Date: December 14, 2021
Court: United States Bankruptcy Court
District of Massachusetts
Case No.: 21-40913
Debtor's Counsel: Francis C. Morrissey, Esq.
MORRISSEY, WILSON & ZAFIROPOULOUS, LLP
45 Braintree Hill Office Park, Suite 304
Braintree, MA 02184
Tel: 781-353-5501
Fax: 781-356-5546
E-mail: fcm@mwzllp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Padraig O'Beime, 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/P4TPGHI/Sudbury_Property_ManagementLLC__mabke-21-40913__0001.0.pdf?mcid=tGE4TAMA
TECHNICAL COMMUNICATIONS: Posts $1.1M Net Loss in FY ended Sept. 25
-------------------------------------------------------------------
Technical Communications Corporation (NasdaqCM: TCCO) today
announced its results for the fiscal year ended September 25, 2021.
For the year ended Sept. 25, 2021, the Company reported a net loss
of $(1,088,000), or $(0.59) per share, on revenue of $1,866,000,
compared to a net loss of $(911,000), or $(0.49) per share, on
revenue of $4,108,000 for the year ended Sept. 26, 2020.
Carl H. Guild Jr., president and CEO of Technical Communications
Corporation, commented, "For the fiscal year 2021, TCC continues to
experience significant delays in the capture of new international
business. Although we have experienced growth in the number of new
opportunities, the procurement times have approximately doubled due
to the many and diverse effects of the COVID pandemic. Customers
are reluctant to have in-person meetings and performance
demonstrations all of which are necessary to consummate sales. In
response, TCC has developed an effective capability to support
customers through video communications and there is evidence that
progress is being made in closing on selected projects."
"We expect that business recovery can occur in 2022 as the negative
effects of the pandemic lessen, the demands for cyber security
increase and TCC's customer customizable approach to data
encryption security gains in popularity. During 2021, TCC
completed the development of its new line of high-grade digital
data encryptors and we expect to be conducting a variety of
application demonstrations during the year. Our customers have
responded well to TCC's concept of customer customized encryption
security where they can participate in the development of the
chosen solution," Mr. Guild further said.
About Technical Communications
Concord, Massachusetts-based Technical Communications Corporation
-- http://www.tccsecure.com-- specializes in secure communications
systems and customized solutions to protect highly sensitive voice,
data and video transmitted over a wide range of networks, serving
government entities, military agencies, and corporate enterprises.
Stowe & Degon LLC, in Westborough, Massachusetts, the Company's
auditor since 2019, issued a "going concern" qualification in its
report dated Dec. 28, 2020, citing that the Company has an
accumulated deficit, has suffered significant net losses and
negative cash flows from operations and has limited working capital
that raises substantial doubt about its ability to continue as a
going concern.
TENRGYS LLC: May Use PanAm19 Cash Collateral Until Final Hearing
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
has authorized Tenrgys, LLC to continue using the cash collateral
of PanAm19 Holdings, LLC on an interim basis through and including
the date of any final hearing on the motion, in order to pay
ordinary course business expenses.
As adequate protection for the Debtor's use of cash collateral,
PanAm is granted a valid, perfected replacement security interest
in and lien upon (i) all of the Debtors' assets that are subject to
a valid, perfected, non-avoidable lien in favor of PanAm, which the
Debtors may dispute, and (ii) all tangible and intangible pre-and
postpetition property of the Debtors.
As further adequate protection, PanAm is granted an allowed
superpriority administrative expense claim as provided for in
section 507(b) of the Bankruptcy Code.
A copy of the interim order is available for free at
https://bit.ly/3pP0Zow from PacerMonitor.com.
About Tenrgys LLC
Tenrgys, LLC operates as an oil and gas exploration and production
company. It is headquartered in Ridgeland, Miss.
Tenrgys and its affiliates filed their voluntary petitions for
Chapter 11 protection (Bankr. S.D. Miss. Lead Case No. 21-01515) on
Sept. 17, 2021, listing as much as $500 million in both assets and
liabilities. Richard H. Mills, Jr., manager, signed the
petitions.
Judge Jamie A. Wilson oversees the cases.
Copeland, Cook, Taylor & Bush, P.A. and FTI Consulting, Inc. serve
as the Debtors' legal counsel and financial advisor, respectively.
PanAm19 Holdings, LLC, as successor lender and successor
administrative agent under Tenrgys's prepetition Second Amended and
Restated Credit Agreement, is represented by:
James A. McCullough II, Esq.
Brunini, Grantham, Grower & Hewes, PLLC
Post Office Drawer 119
Jackson MI 39205
190 East Capitol Street, Suite 100
Jackson MI 39201
Telephone: (601) 948-3101
Telecopier: (601) 960-6902
Email: jmccullough@brunini.com
TRANSACT HOLDINGS: Moody's Ups CFR to B3, Outlook Stable
--------------------------------------------------------
Moody's Investors Service, Inc. upgraded Transact Holdings Inc.'s
corporate family rating to B3 from Caa1; its probability of default
rating to B3-PD from Caa1-PD; and instrument ratings on the
company's senior secured, first-lien credit facilities, including a
$255 million (amortized amount) term loan maturing in 2026, and a
$45 million revolving credit facility expiring in 2024, to B2 from
B3. The outlook is stable.
Issuer: Transact Holdings Inc.
Probability of default rating, upgraded to B3-PD, from Caa1-PD
Corporate family rating, upgraded to B3, from Caa1
Senior secured first-lien credit facilities maturing 2024 and
2026, upgraded to B2 (LGD3), from B3 (LGD3)
Outlook is stable.
RATINGS RATIONALE
The upgrade of the CFR to B3 from Caa1 reflects Transact's
substantial deleveraging in 2021, a stronger liquidity position and
a return to revenue growth as the higher-education tuition-payments
and campus-transactions solutions provider navigates a challenging
operating environment. As of September 20, 2021, Moody's-adjusted
debt-to-EBITDA leverage improved to 7.2 times, as compared with 9.0
times at year-end 2020. Moody's financial leverage calculation
includes subtracting about $7 million of annual software
development costs from EBITDA; Transact needs to expend substantial
resources in order to stay technologically current in a competitive
higher education market. The improved credit profile also reflects
a resurgence of activity on university campuses and growth in
tuition, fees, room & board ("TFRB") payments that Transact's
software solutions facilitate. Moody's expects strong,
low-double-digit revenue growth in 2021. (By contrast, 2020 revenue
fell by mid-single-digit percentages from Moody's-annualized 2019
revenue of just over $200 million.) Software and services growth is
being offset somewhat by a slowdown in the sale of point-of-sale
devices (representing 10 to 15% of revenue), the delivery of which
has been stalled by supply-chain disruptions.
Despite Moody's expectations for roughly 10% revenue growth in
2022, Transact's ratings are challenged by the company's modest,
sub-$250 million revenue base and niche end market, continued high
debt-to-EBITDA leverage that's expected to moderate towards 6.0
times by the end of 2022, and a trend of generally declining
college enrollments nearly two years into the COVID-19 pandemic.
Moody's notes that enrolment trends thus far have had a more
negative impact on smaller, two-year, and for-profit educational
institutions, which are outside of Transact's core larger,
four-year public and non-profit higher-ed constituency.
Transact faces social risks related to its higher education
institution customers, which are under intense social and
potentially regulatory scrutiny because of their admissions
practices, high costs, and perceived utility. Meanwhile, a distinct
socioeconomic shift over the past several decades towards a greater
share of employment opportunities becoming available only to
persons with a minimum level of higher education, is plainly in
Transact's favor.
Governance considerations include financial strategy risks common
to private-equity-owned firms, such as the employment of high
financial leverage, and the potential for dividends to be paid out
in lieu of deleveraging. In the past, untimely, substandard
financial reporting had been an obstacle to effective monitoring of
Transact, but those problems have been rectified and are no longer
a concern.
Moody's considers Transact's liquidity profile as good.
Better payment volumes and improved working capital management have
led to stronger free cash flow, which Moody's sees as representing
at least 5% of debt in 2022, which is good relative to many other
software peer companies also rated in the B3 CFR category.
Borrowings under a $45 million revolver had been paid down to zero
in the third quarter of 2021, only the second time since Moody's
began rating the company that the revolver hadn't been drawn.
Moody's expects the facility to remain unused and fully available.
Moody's also expects Transact's cash balance, having averaged well
below $10 million for the past several quarter-ends, will be
roughly $45 million by year-end 2022.
The upgrades to B2 from B3 of the ratings assigned to Transact's
debt instruments reflect both the upgrade of the company's PDR to
B3-PD from Caa1-PD and a loss given default assessment of the
individual debt instruments. Financial statements are provided by
RCP Vega, Inc., which is a guarantor of the rated debt issued by
its 100%-owned subsidiary, Transact. The senior secured first lien
term loan and revolving credit facility are rated one notch above
the B3 CFR as they benefit from first loss absorption provided by
the $110 million senior secured second-lien term loan due 2027
(unrated) beneath them in the debt capital structure.
The stable outlook takes into account Moody's expectation for
low-double-digit revenue growth driven by increasing adoption of
digitized methods for TFRB payments that Transact's software and
service facilitate. Good revenue growth in turn will drive
moderately expanding profit margins, leading to Moody's
expectations for financial leverage declining towards 6.0 times by
late 2022. Liquidity, as well, should strengthen.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could consider a ratings upgrade if Transact's revenue
scale and product diversity grow substantially, through sustained
revenue growth in at least upper-single-digit percentages; if
Transact's liquidity profile is expected to remain good; and if
Moody's expects debt to EBITDA will be sustained below 6.0 times.
Moody's could consider a ratings downgrade if debt to EBITDA is
sustained above 8.0 times, if Moody's expects free cash will turn
negative, or if Transact's liquidity deteriorates substantially.
The principal methodology used in these ratings was Software
Industry published in August 2018.
Phoenix, AZ-based Transact is a provider of software, services and
devices for facilitating tuition payments and smaller commercial
transactions at approximately 1,600 higher education institutions
in the US. The company was spun out of Blackboard, Inc. (B3 stable)
in April 2019 through an LBO backed by Reverence Capital Partners,
a private equity firm that focuses on middle-market financial
services businesses. Moody's expects Transact to generate 2022
revenue approaching $240 million, a 10% gain over expected 2021
revenue.
TRUCKING & CONTRACTING: Court Disallows Mean Oilfield's Claim
-------------------------------------------------------------
Trucking & Contracting Services, LLC, objects to Mean Oilfield,
LLC's Proof of Claim, Number 28. The United States Bankruptcy
Court for the District of New Mexico held a final hearing on the
Claim Objection and took the matter under advisement.
Mean Oilfield's claim is based on TCS's alleged guarantee of a debt
that Mean Oilfield Carlsbad, LLC, owes to Mean Oilfield. TCS
asserts it did not guarantee the Mean Carlsbad debt because the
Guaranty Agreement was signed by Melissa Acosta on behalf of Mean
Carlsbad, not on behalf of TCS.
Mean Oilfield counters that the signature block in the Guaranty
Agreement identifying Mean Carlsbad as the guarantor is merely a
scrivener's error and that the Guaranty Agreement should be
reformed so that it is enforceable against TCS.
Having weighed and considered the evidence in light of the
applicable case law, the Court concludes that Mean Oilfield has not
satisfied its burden of proving that the scrivener's error is the
product of the parties' mutual mistake. The Court will, therefore,
sustain TCS's Claim Objection and disallow Mean Oilfield's Claim
No. 28.
A full-text copy of the Memorandum Opinion dated December 6, 2021,
is available at https://tinyurl.com/dhuwkuj3 from Leagle.com.
About Trucking & Contracting
Trucking & Contracting Services, LLC, is a trucking company in the
business of removing the produced water from the oil released from
wells located in Southern New Mexico and West Texas. TCS runs 15
to 20 trucks on a daily basis.
TCS sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D.N.M. Case No. 19-11319) on May 31, 2019, listing under
$50,000 in assets and $1 million to $10 million in liabilities.
Judge Robert H. Jacobvitz oversees the case.
Diane Webb is the Debtor's counsel.
Celtic Capital Corporation, as lender, is represented by:
J. Alexandra Rhim, Esq.
HEMAR, ROUSSO & HEASLD, LLP
15910 Ventura Blvd., 12th Floor
Encino, CA 91436
Tel: (818) 907-3135
Fax: (818) 501-2985
UNITED PF: S&P Affirms 'CCC+' Issuer Credit Rating, Outlook Neg.
----------------------------------------------------------------
S&P Global Ratings affirmed its 'CCC+' issuer credit rating on
United PF Holdings LLC and its 'CCC+' issue-level rating on its
existing first-lien facilities (comprising a $40 million revolver
due 2025, and a $590 million term loan (which includes the $65
million delay draw term loan) due 2027). S&P's '3' recovery rating
remains unchanged because the proposed $100 million term loan will
reduce the recovery prospects for its first-lien lenders but not by
enough to cause us to revise our recovery rating.
S&P said, "At the same time, we are affirming our 'CCC-'
issue-level rating on the company's second-lien term loan due 2028.
The '6' recovery rating remains unchanged.
"The negative outlook reflects United PF's very high leverage and
high debt service costs, which we believe will remain elevated
through 2021. If the company underperforms our base-case
assumptions or there is a unexpected material increase in COVID-19
cases that leads to additional gym closures (presumably after most
of them begin to reopen this month), its liquidity could remain
less than adequate, which would cause us to lower our rating.
"We are affirming the issuer credit rating despite our expectation
for very high leverage through 2021 because we believe United PF
will have adequate liquidity to withstand the cash burn stemming
from the closure of its clubs and the steep anticipated
recession.We understand that the company reopened a modest number
of its clubs in May 2020 (representing about 5% of its billings)
and may reopen all of its facilities but one by the end of June,
including its clubs in Arizona, Texas, Missouri, and Louisiana (the
states with the largest number of its gyms). If even a moderate
number of its members remain too concerned about safety to return
to its gyms, or the steep anticipated recession leads to prolonged
membership freezes or cancellations, the start of the company's
recovery could be delayed or prolonged. If the states in which it
operates slow their re-opening plans because of an increase in
COVID-19 cases, this would also likely delay United PF's reopening
plan. We assume that all of the company's clubs will restart their
billings by August 2020 and anticipate that its aggregate
electronic funds transfer (EFT) billing percentage will be
approximately 80% of pre-crisis levels before improving moderately
to about 90% in 2021. This is a more conservative assumption than
the company is using to estimate its recovery path and incorporates
our belief that there could be some variability in its revenue
recovery over the next year relative to management's assumptions
even if its reopening is successful." United PF has indicated that
its member attrition has so far been very low during the shutdown,
though it has also not been billing its members.
United PF has scaled back its capex in 2020 to its minimum required
maintenance and committed growth capex and furloughed its employees
during the club closures to slow its cash burn rate. Despite the
assumed multi-year recovery path, S&P believes its revenue risks
are partially offset by Planet Fitness' positioning as a low-cost
fitness club operator, which may support its performance amid the
anticipated recession as consumers trade down from higher-end
fitness clubs to more affordable options.
S&P said, "Our outlook remains negative because of United PF's
negative anticipated cash flow from operations, significantly
higher debt service costs, thin anticipated EBITDA coverage of
interest expense, and very high leverage through 2021.While the
company's proposed $100 million term loan add-on and $20 million
draw under its delayed-draw term loan will improve its liquidity
through 2021, its significantly higher debt service costs and the
negative revenue effects stemming from its club closures and the
anticipated recession will cause it to generate negative operating
cash flow in the $30 million-$40 million range in 2020 depending on
how quickly it ramps up its revenue and its customer retention rate
upon reopening. We assume United PF spends $43 million on combined
growth and maintenance capex in 2020. Therefore, we expect its
lease-adjusted leverage to peak at more than 10x in 2020 (which
compares with our 8x measure of its lease-adjusted debt to EBITDA
in 2019) before improving to the 8x-9x range in 2021. We also
expect the company's EBITDA interest coverage to be very weak at
about 1x in 2020 before improving to the low- to mid-1x range in
2021. Therefore, while we do not believe United PF will likely
default in the near-term, it has little headroom for a revenue or
margin underperformance relative to our base case. We expect that
the company's revenue and EBITDA declines in 2020, combined with
our assumption that its 2021 revenue will be flat relative to its
2019 results, will leave it with modest available cash flow to fund
its current club growth capital spending plan starting in 2021."
Environmental, social, and governance (ESG) credit factors for this
credit rating change:
-- Health and safety factors
S&P said, "The negative outlook reflects United PF's very high
leverage and high debt service costs, which we believe will remain
elevated through 2021. If the company underperforms our base-case
assumptions or there is a unexpected material increase in COVID-19
cases that leads to additional gym closures (presumably after most
of them begin to reopen this month), its liquidity could remain
less than adequate, which would cause us to lower our rating.
"We could lower our rating on United PF if its revenue, EBITDA, or
cash flow underperform our base case such that its liquidity
declines or if we believe that it will likely complete a distressed
restructuring of some form in the near term.
"We could revise our outlook on United PF to stable or raise our
rating if its EBITDA, cash flow, and liquidity improve such that
its leverage declines below 8x. This would most likely occur if the
company successfully achieves its revenue, EBITDA, and cash flow
assumptions under its reopening plan and we do not expect any
additional closures."
VEWD SOFTWARE: Case Summary & Unsecured Creditors
-------------------------------------------------
Three affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Vewd Software USA, LLC 21-12065
f/k/a TV Services US LLC
1325 Avenue of the Americas
New York, NY 10019
Vewd Software AS 21-12066
f/k/a Opera TV AS
Fridtjof Nansens Plass 5
7th Floor, 0160 Oslo, Norway
Last Lion Holdco AS 21-12067
f/k/a STARTUP 82 16 AS
Fridtjof Nansens Plass 5
7th Floor, 0160 Oslo, Norway
Business Description: The Debtors are engaged in enabling
the transition from cable, broadcast, and
satellite television platforms to over-the-
top ("OTT") video streaming services. The
Company's suite of OTT solutions enables
customers and partners such as Sony,
Verizon, Samsung, and TiVo to seamlessly
reach the growing number of consumers who
watch content on connected devices.
Chapter 11 Petition Date: December 15, 2021
Court: United States Bankruptcy Court
Southern District of New York
Judge: Hon. Michael E. Wiles
Debtors' Counsel: Gregg M. Galardi, Esq.
Lucas Brown, Esq.
Katharine E. Scott, Esq.
ROPES & GRAY LLP
1211 Avenue of the Americas
New York, New York 10036
Tel: (212) 596-9000
Fax: (212) 596-9090
E-mail: gregg.galardi@ropesgray.com
lucas.brown@ropesgray.com
katharine.scott@ropesgray.com
- and -
Stephen Iacovo, Esq.
191 North Wacker Drive
Chicago, Illinois 60606
Tel: (312) 845-1200
Fax: (312) 596-5500
E-mail: stephen.iacovo@ropesgray.com
Debtors'
Norwegian
Counsel: ADVOKATFIRMAET BAHR AS
Debtors'
Investment
Banker: JEFFERIES LLC
Debtors'
Financial
Advisor: ERNST & YOUNG LLP
Debtors'
Notice,
Claims &
Balloting
Agent and
Administrative
Advisor: KURTZMAN CARSON CONSULTANTS LLC
Vewd Software USA's
Estimated Assets: $1 million to $10 million
Vewd Software USA's
Estimated Liabilities: $100 million to $500 million
Vewd Software AS's
Estimated Assets: $50 million to $100 million
Vewd Software AS's
Estimated Liabilities: $100 million to $500 million
Last Lion Holdco's
Estimated Assets: $100 million to $500 million
Last Lion Holdco's
Estimated Liabilities: $100 million to $500 million
The petitions were signed by Aneesh Rajaram as chief executive
officer.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/I44DXTQ/Vewd_Software_USA_LLC__nysbke-21-12065__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/JHRYNPA/Vewd_Software_AS__nysbke-21-12066__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/UESW5MQ/Last_Lion_Holdco_AS__nysbke-21-12067__0001.0.pdf?mcid=tGE4TAMA
List of Vewd Software AS's Three Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Last Lion Management, LLC Undetermined
1324 Avenue of the Americas
20th Floor
New York, NY 10019 USA
Name: Martez R. Moore
Tel: (212) 332-1111 ext. 0101
Email: martez@moorefreres.com
2. Quintus Partners LLC Undetermined
530 Lytton Avenue
2nd Floor
Palo Alto, CA 94301 USA
Name: Helge Weiner-Trapness
Tel: (970) 306-2357
Email: helge@quintuspartners.com
3. Rai Amsterdam Trade Payables $7,938
Europaplein 24
Amsterdam 1078
The Netherlands
Name: Credit Control Department
Tel: +31 (0)20 549 12 12
Email: creditcontrol@rai.nl
List of Last Lion Holdco's Two Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Last Lion Management, LLC Undetermined
1324 Avenue of the Americas
20th Floor
New York, NY 10019 USA
Name: Martez R. Moore
Tel: (212) 332-1111 ext. 0101
Email: martez@moorefreres.com
2. Quintus Partners LLC Undetermined
530 Lytton Avenue
2nd Floor
Palo Alto, CA 94301 USA
Name: Helge Weiner-Trapness
Tel: (970) 306-2357
Email: helge@quintuspartners.com
VIPER PRODUCTS: Seeks Cash Collateral Access
--------------------------------------------
Viper Products & Services, LLC asks the U.S. Bankruptcy Court for
the Northern District of Texas, Lubbock Division, for authority to
use cash collateral and provide related relief.
The Debtor has an immediate and urgent need to use Cash Collateral.
In the ordinary course of business, the Debtor requires cash on
hand and cash flow from its operations to fund its working capital
and liquidity needs, satisfy payroll obligations, and pay other
routine payables.
As of the Petition Date, the secured creditors who may have a
security interest in the Debtor's accounts or accounts receivable
assert the Debtor is indebted to them in the approximate amount of
$1,779,810 and that the Secured Creditors have valid, perfected
liens and security interests.
Viper's sales trends have simultaneously followed the oil and gas
industry. There were major busts in the oil and gas industry in
2016 and 2020. Viper's sales reflect this. Viper was severely
hampered in the 2020 bust which coincided with the Covid-19
pandemic and include WTI futures actually trading negative in May
2020.
Viper services a number of large customers in the oil and gas
industry. Such services require Viper to incur a significant amount
of expenses to perform the work directed by its customers. The
primary issue facing Viper is the lack of cash flow due to its
customers' failure to timely pay on the invoices for such work. As
of the Petition Date, Viper has approximately $1,000,202 in
outstanding accounts receivable. Included amongst these accounts
receivable is approximately $763,944 due from Diamondback E&P, LLC.
Viper is currently engaged in a lawsuit against this company to
recover the funds that are due.
Also, the Covid-19 pandemic has caused stress throughout the oil
and gas industry. In addition to the impact on accounts receivable,
the Covid-19 pandemic caused and continues to cause an overall
downfall in the oil and gas industry which resulted in a lack of
new drilling locations and an overall slowdown in new contracts and
work for Viper.
As of the date of the Motion, the Debtor and the secured creditors
have not reached an agreement on the terms of a consensual order
for the use of Cash Collateral.
The Debtor believes the Secured Creditors will be adequately
protected based upon its grant of replacement liens in the new
accounts receivable generated by the Debtor's business operations,
with the same extent, validity, and priority as those held
pre-petition.
The Debtor also requests that the Court schedule a hearing to
approve the relief requested herein on a final basis and grant
certain related relief.
A copy of the motion is available at https://bit.ly/3ympgX6 from
PacerMonitor.com.
About Viper Products & Services, LLC
Viper Products & Services, LLC provides environmentally sound
solutions for the oil & gas industry. The Debtor offers oil spill
management, testing, reporting, remediation, reclamation,
excavation, and bore/core drilling services. The Debtor was formed
in 2010 as a Texas limited liability company. Viper actively uses
heavy machinery and vehicles to provide services in the Permian
Basin area primarily to the oil and gas industry. The services that
Viper provides includes environmental, roustabout and oilfield
chemical services. To perform these services for its customers,
Viper operates with both equipment and vehicles that it owns as
well as equipment and vehicles that it rents.
The Debtor sought protection under Chapter 11 of the US Bankruptcy
Code (Bankr. N.D. Tex. Case No 21-50187) on December 13, 2021. In
the petition signed by Zack Tuttle, manager, the Debtor disclosed
up to $10 million in both assets and liabilities.
Todd J. Johnston, Esq. at McWhorter, Cobb and Johnson, LLP is the
Debtor's counsel.
WALDEMAR LLC: Seeks to Hire Wingfield & Corry as Bankruptcy Counsel
-------------------------------------------------------------------
Waldemar, LLC seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Arkansas to employ Wingfield & Corry, P.A. to
serve as legal counsel in its Chapter 11 case.
The firm's services include:
a. providing the Debtor with legal advice with respect to its
powers and duties in the management of its property;
b. preparing bankruptcy schedules, statement of financial
affairs, reports and legal documents;
c. appearing before the bankruptcy court; and
d. performing all other necessary legal services for the
Debtor.
The firm's hourly rates are as follows:
Attorneys $250 to $300 per hour
Legal Assistant/Paralegal $75 per hour
Wingfield & Corry received a $20,000 retainer from the Debtor. The
firm will also receive reimbursement for out-of-pocket expenses
incurred.
Reba Wingfield, Esq., a partner at Wingfield & Corry, disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Reba M. Wingfield, Esq.
Wingfield & Corry, P.A.
920 West Second Street, Suite 101
Little Rock, AR 72201
Tel: (501) 372-5990
Fax: (501) 372-5999
Email: rmw@wcfirm.net
About Waldemar LLC
Waldemar, LLC, a company based in Little Rock, Ark., filed a
petition for Chapter 11 protection (Bankr. E.D. Ark. Case No.
21-13089) on Nov. 17, 2021, listing as much as $10 million in both
assets and liabilities. Lanette Davis Beard, sole member, signed
the petition.
Judge Bianca M. Rucker oversees the case.
The Debtor tapped Reba M. Wingfield, Esq., at Wingfield & Corry,
P.A. as legal counsel and Snow Tax & Business Services as
accountant.
WASHINGTON PLACE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Washington Place Indiana LLC
331 Rutledge St
Brooklyn, NY 11211-7547
Business Description: Washington Place Indiana LLC is a Single
Asset Real Estate debtor (as defined in
11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: December 15, 2021
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 21-43087
Judge: Hon. Jil Mazer-Marino
Debtor's Counsel: Kevin J. Nash, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
1501 Broadway 22nd Floor
New York, NY 10036
Tel: (212) 221-6700
Email: knash@gwfglaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by FIA Capital Partners by David
Goldwasser, restructuring officer.
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/OYFUX5Y/Washington_Place_Indiana_LLC__nyebke-21-43087__0001.0.pdf?mcid=tGE4TAMA
WISECARE LLC: Case Summary & 17 Unsecured Creditors
---------------------------------------------------
Debtor: WiseCare, LLC
7408 Campbell Drive
Severn, MD 21144-2776
Business Description: WiseCare, LLC offers a variety of diagnostic
and treatment services for the urgent care
needs of patients of all ages.
Chapter 11 Petition Date: December 14, 2021
Court: United States Bankruptcy Court
District of Maryland
Case No.: 21-17794
Debtor's Counsel: Joseph M. Selba, Esq.
TYDINGS & ROSENBERG LLP
1 E. Pratt Street
Suite 901
Baltimore, MD 21202
Tel: 410-752-9700
E-mail: jselba@tydingslaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Perry Weisman as owner.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 17 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/IJ7VH7Q/WiseCare_LLC__mdbke-21-17794__0001.0.pdf?mcid=tGE4TAMA
WOODBRIDGE GROUP: Trustee May Amend Suit vs Halbert
---------------------------------------------------
Before the United States Bankruptcy Court for the District of
Delaware is a motion to amend a complaint in an adversary
proceeding arising from a Ponzi scheme bankruptcy. After
confirmation of a plan of liquidation, the liquidating trustee
filed a complaint seeking to avoid prepetition transfers of
fictitious profits to one of the scheme's investors. Approximately
20 months later, the liquidating trustee moved to amend the
complaint to recover prepetition transfers of principal repayments
to the same investor.
The Court grants the Trustee leave to amend, finding that although
the Trustee's assertion that all the principal and interest
payments arise from precisely the same loans is a question of fact
that may be disputed, at this stage of the case the Court must take
the Trustee's allegations as true for the purpose of the futility
analysis under Cureton v. Nat'l Collegiate Athletic Ass'n, 252 F.3d
267, 273 (3d Cir. 2001), because the Trustee would be the nonmovant
if Kenneth Halbert, the Defendant, moved to dismiss the amended
claims.
Principal repayments and interest payments on the same loans can be
part of the same conduct, transaction or occurrence. In this case,
however, the receipt of payments is characterized very differently
in the Original Complaint and the Proposed Amended Complaint, the
Court points out. As acknowledged by the Trustee, Mr. Halbert's
"apparent lack of good faith fundamentally changes the calculus of
this Adversary Proceeding . . .'" As a result of this fundamental
change, Mr. Halbert's potential liability increased by nearly $37
million in the Proposed Amended Complaint. The fundamental change
in the nature of the proceeding and magnitude of Mr. Halbert's
potential amended liability gives pause, the Court says.
However, the uncontroverted exhibits to the declaration of Thomas
P. Jeremiassen, particularly Robert Shapiro's signature on the
Promissory Note, are a sufficient showing for purpose of Rule 15(c)
that Mr. Halbert should have known of the fraud and thus had notice
that the Original Complaint might be revised to claw back principal
repayments, the Court explains. The Jeremiassen Declaration
establishes that principal and interest payments arose from the
same conduct, transaction or occurrence as that of the Original
Complaint, namely Mr. Halbert's investment in the Woodbridge Ponzi
Scheme. The Court does not have discretion in applying Rule 15(c):
The uncontroverted Jeremiassen Declaration, which was attached to
both the Trustee's and the Defendant's pleadings, requires the
Court to find, solely for purposes of the Motion, that the
otherwise time-barred transfers identified in the Proposed Amended
Complaint relate back to the transfers in the Original Complaint,
the Court concludes.
The adversary proceeding is MICHAEL GOLDBERG, in his capacity as
Liquidating Trustee of the Woodbridge Liquidation Trust, Plaintiff,
v. KENNETH HALBERT, Defendant, Adv. Proc. No. 19-51027 (JKS)(Bankr.
D. Del.).
A full-text copy of the Memorandum Opinion dated December 6, 2021,
is available at https://tinyurl.com/2p8uk2p5 from Leagle.com.
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- was a
comprehensive real estate finance and development company. Its
principal business was buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owned and
operated full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team had been in the business of
providing a variety of financial products for more than 35 years,
and had been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involved real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge filed for bankruptcy as a result of a massive,
multi-year Ponzi scheme perpetrated by Robert Shapiro between (at
least) 2012 and 2017. As part of this fraud, Shapiro, through the
Woodbridge entities, raised over one billion dollars from
approximately 10,000 investors -- as either noteholders or
unitholders.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered. Judge Kevin J. Carey presides
over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, served as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, served as special counsel; Province, Inc.,
as expert consultant; and Moelis & Company LLC, as investment
banker.
The Debtors' financial advisors were Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group
served as independent management to the Debtors. Garden City
Group, LLC, served as the Debtors' claims and noticing agent.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. Pachulski Stang Ziehl & Jones
served as counsel to the Official Committee of Unsecured Creditors;
and FTI Consulting, Inc., acted as its financial advisor.
On Jan. 23, 2018, the Court approved a settlement providing for the
formation of an ad hoc noteholder group and an ad hoc unitholder
group.
Woodbridge Group said that effective as of February 15, 2019, it
has emerged from chapter 11 bankruptcy following confirmation of
its plan of liquidation. The Plan was confirmed on Oct. 26, 2018.
[*] Taylor Sherman Joins SierraConstellation as Managing Director
-----------------------------------------------------------------
SierraConstellation Partners LLC (SCP), a national interim
management and advisory firm to middle-market companies in
transition, has hired Taylor Sherman as a Managing Director in the
firm's Houston office.
Mr. Sherman will oversee SCP's presence in Houston and overall
growth of the firm, leveraging his experience serving clients
globally across many industries, including energy, oilfield
services, chemicals, manufacturing, commercial real estate, and
retail among others.
"Taylor is an incredible addition to our SCP team as we expand our
presence in Texas," said SCP Founder and CEO Larry Perkins. "A
seasoned advisor with a diverse background, including tenure in
private equity and banking, Taylor has truly seen our clients from
all sides, and his breadth of experience will bring tremendous
perspective to every engagement. He is also a well-respected
member of the Houston community, a market where SCP continues to
invest in delivering results and creating value for our clients."
With nearly 20 years of management consulting and advisory
experience, Mr. Sherman will help SCP's clients solve their most
challenging business issues with his detail-oriented and hands-on
approach as their advisor.
Prior to joining SierraConstellation Partners, Mr. Sherman served
in senior roles at two well-regarded turnaround and management
consulting firms. Prior to that, he was an integral part of the
successful turnaround of Heartland Industrial Partners, a private
equity firm with an investment focus on middle-market industrial
manufacturing companies.
"I have tremendous respect for Larry and everyone on the SCP team.
I am excited to put my experience to work serving SCP's clients and
growing our presence in Texas, with particular enthusiasm for
serving clients in my hometown of Houston," said Mr. Sherman.
"Throughout my career, I have worked with clients in a range of
capacities and enjoy assisting and supporting management teams as
they work hard to address challenging situations and solve complex
problems, especially during times of transition, to ultimately
build a sustainable and competitive business strategy. I can't wait
to get started."
Mr. Sherman graduated from Emory University with a bachelor's
degree in finance and international business, along with a minor in
Spanish.
About SierraConstellation Partners
SierraConstellation Partners (SCP) --
http://www.sierraconstellation.com/-- is a national interim
management and advisory firm headquartered in Los Angeles with
offices in Boston, Dallas, Houston, New York, and Seattle. SCP
serves middle-market companies and their partners and investors
navigating their way through difficult business challenges. Its
team's real-world experience, operational mindset, and hands-on
approach enable it to deliver effective operational improvements
and financial solutions to help companies restore value, regain
creditor confidence, and capitalize on opportunities.
As former CEOs, COOs, CFOs, private equity investors, and
investment bankers, its team of senior professionals has decades of
experience operating and advising companies.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re NobleQuest Health Foundation, Inc
Bankr. C.D. Cal. Case No. 21-11978
Chapter 11 Petition filed December 8, 2021
See
https://www.pacermonitor.com/view/UND2W2A/NobleQuest_Health_Foundation_Inc__cacbke-21-11978__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael E. Reznick, Esq.
LAW OFFICES OF MICHAEL E. REZNICK,
A PROFESSIONAL CORPORATION
E-mail: reznagoura@aol.com
In re Great Lakes Region Housing LLC
Bankr. N.D. Ind. Case No. 21-31637
Chapter 11 Petition filed December 8, 2021
See
https://www.pacermonitor.com/view/6KAXV5A/Great_Lakes_Region_Housing_LLC__innbke-21-31637__0001.0.pdf?mcid=tGE4TAMA
represented by: Gary Griner, Esq.
GRINER LAW GROUP, PC
E-mail: garygriner@grinerlaw.com
In re Glen Llewellyn Jenkins
Bankr. M.D. Pa. Case No. 21-02613
Chapter 11 Petition filed December 8, 2021
represented by: Michael McHugh, Esq.
In re International Expedited Services, Inc.
Bankr. M.D. Fla. Case No. 21-02854
Chapter 11 Petition filed December 9, 2021
See
https://www.pacermonitor.com/view/BFP7TWY/International_Expedited_Services__flmbke-21-02854__0001.0.pdf?mcid=tGE4TAMA
represented by: Bryan K. Mickler, Esq.
LAW OFFICES OF MICKLER & MICKLER, LLP
E-mail: court@planlaw.com
In re A Treme Management
Bankr. E.D. La. Case No. 21-11418
Chapter 11 Petition filed December 9, 2021
See
https://www.pacermonitor.com/view/5KXVP3Q/A_Treme_Management__laebke-21-11418__0001.0.pdf?mcid=tGE4TAMA
represented by: Derek Terrell Russ, Esq.
BANKRUPTCY CENTER OF LOUISIANA
E-mail: derekruss@russlawfirm.net
In re Donnie Lee Jacobs and Judy Lynn Jacobs
Bankr. M.D. La. Case No. 21-32185
Chapter 11 Petition filed December 9, 2021
represented by: William Causby, Esq.
In re Michael John Hurley
Bankr. E.D.N.Y. Case No. 21-72142
Chapter 11 Petition filed December 9, 2021
In re Samuel Morris
Bankr. E.D. Tex. Case No. 21-60520
Chapter 11 Petition filed December 9, 2021
represented by: Eric Liepins, Esq.
In re Timothy Wayne LaQuay and Linda Fisher LaQuay
Bankr. S.D. Tex. Case No. 21-60099
Chapter 11 Petition filed December 9, 2021
represented by: William Hotze, Esq.
In re Karen S. Bordner and Donald H. Ellis
Bankr. D. Colo. Case No. 21-16002
Chapter 11 Petition filed December 10, 2021
represented by: Jenny Fujii, Esq.
KUTNER BRINEN DICKEY RILEY, P.C.
Email: JMF@KutnerLaw.com
In re Money Time Money, LLC
Bankr. D.N.J. Case No. 21-19506
Chapter 11 Petition filed December 10, 2021
See
https://www.pacermonitor.com/view/DQUZUWA/MONEY_TIME_MONEY_LLC__njbke-21-19506__0001.0.pdf?mcid=tGE4TAMA
represented by: Robert N. Braverman, Esq.
MCDOWELL LAW, PC
E-mail: rbraverman@mcdowelllegal.com
In re Elina Yusuf-Rakhlinov Khanukova
Bankr. E.D.N.Y. Case No. 21-43062
Chapter 11 Petition filed December 10, 2021
represented by: Alla Kachan, Esq.
In re Oleg Movsumov
Bankr. E.D.N.Y. Case No. 21-43063
Chapter 11 Petition filed December 10, 2021
represented by: Alla Kachan, Esq.
In re David Frank Petrantoni
Bankr. M.D. Fla. Case No. 21-06214
Chapter 11 Petition filed December 12, 2021
represented by: Kevin Comer, Esq.
In re Estate of Von Taplin, Ernest
Bankr. E.D. Cal. Case No. 21-24148
Chapter 11 Petition filed December 13, 2021
See
https://www.pacermonitor.com/view/YYTZ3VQ/Estate_of_Von_Taplin_Ernest__caebke-21-24148__0001.0.pdf?mcid=tGE4TAMA
represented by: David Foyil, Esq.
EQUALJUSTICELAWGROUP.COM, INC.
E-mail: mail@equaljusticelawgroup.com
In re Nathan Lee Bluitt, Jr.
Bankr. S.D. Ind. Case No. 21-05540
Chapter 11 Petition filed December 13, 2021
represented by: Jerry Smith, Esq.
In re 168 Infinite Solutions LLC
Bankr. E.D.N.Y. Case No. 21-43075
Chapter 11 Petition filed December 13, 2021
See
https://www.pacermonitor.com/view/IF6LODA/168_Infinite_Solutions_LLC__nyebke-21-43075__0001.0.pdf?mcid=tGE4TAMA
represented by: Julio E. Portilla, Esq.
LAW OFFICE OF JULIO E. PORTILLA, P.C.
E-mail: jp@julioportillalaw.com
In re Judith J Sullivan
Bankr. D.N.J. Case No. 21-19559
Chapter 11 Petition filed December 13, 2021
represented by: Karina Lucid, Esq.
In re DA & AR Hospice Care, Inc.
Bankr. C.D. Cal. Case No. 21-19219
Chapter 11 Petition filed December 14, 2021
See
https://www.pacermonitor.com/view/5NRHTGQ/DA__AR_Hospice_Care_Inc__cacbke-21-19219__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael E. Reznick, Esq.
LAW OFFICES OF MICHAEL E. REZNICK,
A PROFESSIONAL CORPORATION
E-mail: reznagoura@aol.com
In re Alberto E. Bramwell
Bankr. N.D. Ill. Case No. 21-14155
Chapter 11 Petition filed December 14, 2021
represented by: John Hiltz, Esq.
*********
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
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Each Tuesday edition of the TCR contains a list of companies with
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the definitive compilation of stocks that are ideal to sell short.
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then-ending.
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*********
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