/raid1/www/Hosts/bankrupt/TCR_Public/220307.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, March 7, 2022, Vol. 26, No. 65
Headlines
1 BIG RED: Gets Interim Cash Collateral Access Thru April 21
27646 TG: April 19 Disclosure Statement Hearing Set
6525 BELCREST: Unsecured Creditors to be Paid in Full with Interest
A.G. DILLARD: Colonial Buying 6 GMC Sierra 2500 HD for $208.3K
ABCK REALTY: Taps Law Office of Charles A. Higgs as Counsel
ACCELER8 REAL ESTATE: Taps Goe Forsythe & Hodges as Legal Counsel
AGILON ENERGY: Court OKs Cash Collateral Deal Thru March 14
ALIERA COMPANIES: Gets Court OK to Hire Chief Liquidation Officer
ALLIGATOR COMPUTER: Wins Interim Cash Collateral Access
AMERICAN AIRLINES: Fitch Affirms 'B-' IDRs, Outlook Stable
AMERIVET SERVICES: Wins Interim Cash Collateral Access
ANGLIN CULTURED: Trustee Taps NAI Emory as Real Estate Broker
ANGLIN CULTURED: Trustee Taps Solid Resources as Auctioneer
ASCENA RETAIL: Court Okays Former Owner's Revised Chapter 11 Plan
BETTER 4 YOU: Bank Leumi Seeks Ch. 11 Trustee Appointment
BITNILE HOLDINGS: Has 4.89% Stake in Friedman Industries
BLACK & GOLD: Taps Stephen S. Photopoulos as Special Counsel
BOY SCOUTS OF AMERICA: Defends Chapter 11 Plan 3rd-Party Releases
BOY SCOUTS: First Presbyterian Church Statement on Assault Suit
BRADFORD L. COSTELLO: Mortimers Buying Berwyn Property for $1.3MM
CENTURI GROUP: Moody's Puts 'Ba2' CFR Under Review for Downgrade
CERTA DOSE: $450K Exit Facility to Fund Plan Payments
CHASE MERRITT: Selling Interests in Santa Ana Property for $805K
CLUBHOUSE MEDIA: To Sell $175,500 Convertible Note to ONE44
CODE 3 SERVICE: Seeks to Hire Velarde & Yar as New Counsel
COEPTIS EQUITY: Trustee Selling Stockton Property for $325K Cash
COMMUNITY ECO: Proposes Bid Procedures for Substantially All Assets
CORRY DAVIS: Northpark Buying Canton Property for $4.6 Million Cash
COVIA HOLDINGS: S&P Upgrades ICR to 'B', Outlook Stable
COX BROTHERS: Taps Darnell Law Office as Bankruptcy Counsel
DIAMOND CONSORTIUM: Taps Johnson Law Group as Bankruptcy Counsel
DIAMOND CONSORTIUM: Taps Van Johnson of Frontier Realty as Realtor
DIOCESE OF CAMDEN: Claimants Accuse Insurers of Stonewalling
ENERGIZER HOLDINGS: S&P Rates New $250MM Sr. Unsecured Notes 'B'
EXPRESS GRAIN: Asks Supplemental Order on Bid Procedures for Assets
FIRST TO THE FINISH: Wins Cash Collateral Access Thru April 8
FLORESDREAM LLC: Gets OK to Hire Lentz Law as Bankruptcy Counsel
FORTEM RESOURCES: Wins More Time to File Chapter 11 Plan
FRANZEN FOREST: Gets OK to Hire Snyder Tax Service as Accountant
FREDDY SIDI, JR: Arnolds Offer to Buy Miami Homestead for $1.3MM
GEO GROUP: Moody's Lowers CFR to Caa1 & Alters Outlook to Negative
GEX MANAGEMENT: Sells $137,500 Convertible Note to JSC
GOOEE LLC: Foreign Rep Selling US Assets to Aurora for $25K Cash
GUARDION HEALTH: Closes $11 Million Public Offering
HERITAGE RAIL: Trustee Selling 3 Rail Cars to Fort Wayne for $195K
HK FACILITY: Amends Unsecured Claims Pay Details
HOME REALTY: Trustee Selling Breckenwood Property for $55K Cash
HOOD LANDSCAPING: Selling Two Cook County Parcels for $191K
IMERYS TALC: Fee Examiner Taps Godfrey & Kahn as Legal Counsel
INFINERA CORP: Incurs $170.8 Million Net Loss in 2021
INNOVATIVE BUILDING: Case Summary & 20 Top Unsecured Creditors
INTERNATIONAL REALTY: Seeks to Hire Cohen Baldinger as Counsel
JAFFAN INTERNATIONAL: Interim Wins Cash Collateral Access
JRX TUNING: Seeks Cash Collateral Access
K. ANTHONY INC: Wins Interim Cash Collateral Access
KC PANORAMA: Taps Alder Blanchard and Associates as Accountant
KEITH R. CARRINGER: Gramleys Buying Gatlinburg Property for $735K
KEMPER CORP: Fitch Rates Junior Subordinated Notes Due 2062 'BB+'
KEMPER CORP: Moody's Rates $150MM Subordinated Notes 'Ba1(hyb)'
KEMPER CORP: S&P Assigns 'BB+' Rating on New Subordinated Debt
KOSA REAL ESTATE: Taps Gary Cruickshank as Bankruptcy Attorney
LATAM AIRLINES: Amends Plan to Provide Payment of W&C Creditor
LATHAM EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
LIBERTY POWER: Exclusivity Period Extended to May 16
LINDERIAN COMPANY: Taps Curtis Castillo as Bankruptcy Counsel
MARIA C. PROWS: Trustee Selling West Palm Beach Property for $650K
NATIONAL RIFLE ASSOC: Settles Dispute With Ackerman Prior Trial
NEET DREAMS LLC: Taps Brannen Firm as Bankruptcy Counsel
NEET DREAMS: Brian Thorpe Buying Decatur Property for $345K Cash
NEOVASC INC: To Report Q4, Full Year 2021 Results on March 10
NOISE SOLUTIONS: Taps Stephen S. Photopoulos as Special Counsel
NORDIC AVIATION: American Airlines Buying ERJ 170-100LR Aircrafts
NORTH RICHLAND HILLS: Wins Cash Collateral Access Thru April 15
OLD REDFORD: S&P Affirms 'BB-' Rating on 2005A/2010A Revenue Bonds
OMNIQ CORP: Receives $1 Million Purchase Order From LTL Firm
PARADIGM PROPERTY: Fine-Tunes Plan Documents
PERKY JERKY: Sets Sale Procedures for Substantially All Assets
PINNACLE CONSTRUCTORS: Case Summary & 20 Top Unsecured Creditors
PINNACLE DEVELOPMENT: Continued Operations to Fund Plan
POWAY PROPERTY: Kassab Buying Poway Property for $15.5 Million Cash
PUERTO RICO: Objectors to Bankruptcy Plan Lose Stay Bids Appeal
PURDUE PHARMA: Oregon Gets $97M From Settlement
R & G SERVICES: Case Summary & 20 Largest Unsecured Creditors
RIVERA FAMILY: Files Amendment to Disclosure Statement
ROCKDALE MARCELLUS: Files Amendment to Disclosure Statement
ROYAL ALICE: Trustee Selling 3 New Orleans Properties for $5.4MM
ROYAL BLUE REALTY: Seeks to Extend Exclusivity Period to May 31
SAMUEL E. SCOTT: Selling Owen Road Property to Children for $60K
SANGHA HOSPITALITY: Gets OK to Hire Boyer Terry as Legal Counsel
SAVVA'S RESTAURANT: Case Summary & Seven Unsecured Creditors
SHUI YEE LEE: Schells Buying Real Property in D.C. for $950K
STORTZ FARM: Files Amendment to Sale of Allamakee County Parcels
STORTZ FARM: Seeks to Shorten Time to Object to Sale of Property
TASEKO MINES: Swings to C$36.5 Million Net Income in 2021
TROIKA MEDIA: To Acquire Converge Direct for $125 Million
VERTIV GROUP: S&P Alters Outlook to Stable, Affirms 'BB-' ICR
VIPER PRODUCTS: Sundown Tubing Buying 2021 Dodge Ram 2500 for $50K
W. KENT GANSKE: Selling 7.3K Bushels of No. 2 Yellow Corn
WC MANHATTAN: Gets OK to Hire Friedman as Interim Property Manager
WITCHEY ENTERPRISES: April 12 Disclosure Statement Hearing Set
WJA ASSET: Aqua Buying Luxury Asset's San Diego Property for $16.5M
[^] BOND PRICING: For the Week from February 28 to March 4, 2022
*********
1 BIG RED: Gets Interim Cash Collateral Access Thru April 21
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The U.S. Bankruptcy Court for the District of Kansas has authorized
1 Big Red, LLC to use cash collateral on an interim basis in
accordance with the budget through April 21, 2022, and pay United
States Trustee fees owed pursuant to 28 U.S.C. section 1930(a)(6).
The Debtor asserts that an immediate need exists for it to use cash
collateral to pay insurance premiums, utilities, allowed
professional fees, and pay other necessary and ordinary business
expenses.
The Debtor owes Peerstreet for mortgage on the property located at
7410 Sni A Bar Road, Kansas City, Missouri, which has not been
sold.
Effective as of the Petition Date, Peerstreet is granted
replacement security interests in, and liens on, all post-Petition
Date acquired property of the Debtor and the Debtor's bankruptcy
estate that is the same type of property that Peerstreet holds a
pre-petition interest, lien or security interest to the extent of
the validity and priority of such interests, liens, or security
interests, if any. The priority of the Replacement Liens will be in
the same priority as each of the creditors pre-petition interests,
liens and security interests in similar property.
To the extent the Replacement Liens prove inadequate to protect the
creditor from a demonstrated diminution in value of collateral
positions from the Petition Date, Peerstreet is granted an
administrative expense claim under 11 U.S.C. section 503(b) with
priority in payment under section 507(b).
The Debtor will pay PS Funding, Inc. $1,000 per month beginning
June 30, 2021, and the 30th day of each month thereafter until the
Kansas City property is sold or further Court order.
The final hearing on the matter is scheduled for April 21 at 1:30
p.m.
A copy of the order is available at https://bit.ly/3sE0VLh from
PacerMonitor.com.
About 1 Big Red, LLC
1 Big Red, LLC, principally located at 440 E. 63rd St., Kansas
City, MO 64110, is engaged activities related to real estate.
In the petition signed by CEO Sean Tarpenning, the Debtor listed
total assets at $2.5 million and $3,094,099 in estimated
liabilities.
Judge Robert D. Berger oversees the case.
The Debtor tapped Colin Gotham, Esq., at Evans & Mullinix, P.A. as
counsel.
27646 TG: April 19 Disclosure Statement Hearing Set
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Judge Joseph G. Rosania, Jr. has entered an order within which
April 19, 2022, at 11:00 a.m., in Courtroom B, United States
Bankruptcy Court for the District of Colorado, United States Custom
House, 721 19th Street, Denver, Colorado is the hearing to consider
the adequacy of and to approve the Disclosure Statement.
In addition, April 5, 2022, is fixed as the last day to file and
serve objections to the Disclosure Statement.
A full-text copy of the order dated Feb. 28, 2022, is available at
https://bit.ly/3HBWdli from PacerMonitor.com at no charge.
Counsel for the Debtor:
Bonnie Bell Bond, Esq.
Law Office of Bonnie Bell Bond, LLC
8400 E. Prentice Avenue, Suite 1040
Greenwood Village, CO 80111
Phone: 303-770-0926
Fax: 303-770-0965
Email: bonnie@bellbondlaw.com
About 27646 T. G.
27646 T. G., LLC filed a petition for Chapter 11 protection (Bankr.
D. Colo. Case No. 21-15421) on Oct. 27, 2021, listing as much as
$500,000 in both assets and liabilities. Judge Joseph G. Rosania
Jr. oversees the case. The Debtor tapped the Law Office of Bonnie
Bell Bond, LLC as legal counsel.
6525 BELCREST: Unsecured Creditors to be Paid in Full with Interest
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6525 Belcrest Road, LLC, submitted an Amended Disclosure Statement
for Amended Plan of Reorganization dated March 1, 2022.
The Plan provides for a restructuring of the Allowed Panasia
Secured Claim with the New Panasia Note, which would pay the
Allowed Panasia Secured Claim through October 31, 2022 at 5.5% per
annum. Other Secured Claims and Unsecured Claims will be paid in
full with either Cash from operations or from funds to be raised by
the Debtor's Interest Holder.
Class 2 consists of Panasia Secured Claim. The Holder of the
Allowed Panasia Secured Claim shall, receive the New Panasia Note
which shall bear interest at the rate of 5.5% per annum, payable
monthly in arrears with a maturity date of October 31, 2022, with
the option of a one-year extension at 6.0% per annum. The
Reorganized Debtor shall be permitted to prepay the New Panasia
Note at any time without premium or penalty.
Class 4 consists of Unsecured Claims totaling $2,911,857. Subject
to the provisions of the Plan with respect to Disputed Claims, in
full satisfaction, settlement, release and discharge of the Class 4
Unsecured Claims, the Holders of Allowed Class 4 Unsecured Claims
against the Debtor shall receive on the Effective Date the full
amount of their Allowed Unsecured Claim with interest at the
federal judgment rate on the Effective Date. This Class is
unimpaired.
Class 5 consists of Interest Holder. Upon the Effective Date, the
Interest Holder shall retain its Interest in the Debtor.
The Debtor shall take all necessary steps, and perform all
necessary acts, to consummate the terms and conditions of the Plan.
The Confirmation Order shall contain appropriate provisions,
consistent with section 1142 of the Bankruptcy Code, directing the
Debtor and any other necessary party to, among other things,
execute and deliver the New Panasia Note and New Panasia Security
Documents and perform any act, including the satisfaction of any
Lien, that is necessary for the consummation of the Plan.
Funding for the Plan shall be from available Cash funds raised by
the Debtor's Interest Holder. Prior to the Confirmation Hearing,
the Interest Holder shall provide proof of funds and/or binding
commitments sufficient to fund all payments under the Plan.
The Debtor has concluded that the Plan provides to each Creditor
recovery with a present value at least equal to the present value
of the distribution which such person would receive if the Debtor
was liquidated under chapter 7 of the Bankruptcy Code. The Plan
provides for the restructuring of the Panasia Secured Claim and a
100% distribution to Unsecured Creditors.
In a chapter 7 liquidation, there would be insufficient funds to
satisfy the Panasia Secured Claim in full, resulting in no other
funds available to pay any junior classes of claims. Additionally,
under a Plan, Interest Holders shall raise the funds to allow for
payment of Administrative Claims and the funding of a 100%
distribution to Unsecured Creditors.
For the Plan to be confirmed, it must be demonstrated that
consummation of the Plan is not likely to be followed by the
liquidation or the need for further financial reorganization of the
Debtor unless such liquidation is set forth in the Plan. This Plan
calls for the reorganization of the Debtor through (a) the
restructuring of the Panasia Secured Claim and (b) payment in full
to Unsecured Creditors. It is anticipated that the Debtor's
operations will result in positive cash flow sufficient to make
payments under the Plan after the payment of ordinary operating
expenses as set forth in the Debtor's projections.
Prior the maturity of the New Panasia Note, the Debtor intends on
either negotiating the terms of a New Panasia Note or refinancing
the New Panasia Note.
Prior to the Confirmation Hearing, the Debtor's Interest Holder
shall provide proof of funds sufficient to fund all payments under
the Plan. Such proof may be in the form of available Cash and/or
binding commitments from third-parties to supply funds for the
Plan.
A full-text copy of the Amended Disclosure Statement dated March 1,
2022, is available at https://bit.ly/3hHM5go from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Robert M. Sasloff, Esq.
Steven B. Eichel, Esq.
ROBINSON BROG LEINWAND GREENE
GENOVESE & GLUCK P.C.
875 Third Avenue
New York, New York 10022
Tel: (212) 603-6300
About 6525 Belcrest Road
New York-based 6525 Belcrest Road, LLC owns Metro Center III, a
commercial real property in Hyattsville, Md.
6525 Belcrest Road filed its voluntary petition for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 21-10968) on May 19, 2021,
listing as much as $10 million in both assets and liabilities.
Judge Michael E. Wiles oversees the case.
The Debtor tapped Robinson Brog Leinwand Greene Genovese & Gluck,
PC as its bankruptcy counsel. Peckar & Abramson, PC and The Law
Office of Michele Rosenfeld, LLC serve as the Debtor's special
counsel.
A.G. DILLARD: Colonial Buying 6 GMC Sierra 2500 HD for $208.3K
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A.G. Dillard, Inc. asks the U.S. Bankruptcy Court for the Western
District of Virginia, Lynchburg Division, to authorize the private
sale to Colonial Auto Center of interest in the following six
vehicles more specifically described as follows:
a. 2019 GMC Sierra 2500 HD, VIN 2GT22NEGOK1157850, for
$30,000;
b. 2018 GMC Sierra 2500 HD SLT, VIN 1GT12TEG3JF173886, for
$20,000;
c. 2020 GMC Sierra 2500 HD, VIN 3GTU9BEDOLG178988, for
$35,750;
d. 2020 GMC Sierra 2500 HD, VIN 3GTU9BED6LG814391, for
$39,000;
e. 2019 GMC Sierra 2500 HD, VIN 1GT12REY4KF235972, for
$53,000; and
f. 2016 GMC Sierra 2500 HD, VIN 1GT12TEG7GF276642, for
$30,500;
The only known asserted lien on, claim to, right in, and interest
in the Vehicles is the blanket lien of Blue Ridge Bank, N.A.
pursuant to a promissory note between the Bank and the Debtor dated
Sept. 25, 2020 and, upon information and belief, perfected by
filing a UCC-1 Financing Statement and by the Bank's retention of
the titles to the Vehicles. The Debtor anticipates paying the Bank
by consent for an agreed amount.
The Debtor obtained offers from the Buyer to purchase the Vehicles
for a cumulative purchase price of $208,250 as of the date of the
Motion. Due to the nature of the transaction where such offers
upon appraisals are only valid for a short period of time, the
Proposed Purchase Price may fluctuate slightly. An agreed purchase
price will be set forth in contracts of sale that the Debtor will
file as a supplement to the Motion prior to any hearing and upon
consultation with the Bank.
A copy of any contract(s) of sale along with evidence of the
Buyer's ability to pay the Purchase Price by terms agreeable to the
Debtor and the Bank, will be provided upon receipt by filing a
supplemental notice to the Motion.
The Debtor proposes to sell the Vehicles to the Buyer at the
Purchase Price, with closing to occur upon Court approval. It
further proposes that he sell the Vehicles free and clear of all
Liens and Claims on or in the Vehicles, and that the Liens and
Claims attach to the proceeds of the sale.
The Debtor anticipates that the Bank will consent to the sale.
The proceeds of the proposed sale will provide needed working
capital to continue to fund the Debtor's reorganization. As a
result, the proposed sale of the Vehicles is in the best interests
of the estate and its creditors.
It is necessary for the proposed sale of the Vehicles for the
Debtor to execute and deliver the titles to the Vehicles to the
Buyer. It requests authority to sign and deliver the titles and
any other usual and customary documents to effectuate the sale.
Concurrently with the closing of the sale of the Vehicles, the
Debtor requests the authority to pay to the Bank an agreed upon sum
to release the titles to the Vehicles and retain any net proceeds
for working capital.
Finally, the Debtor asks the Court to enter an order approving that
the proposed sale be effective immediately upon entry.
A copy of the Appraisal Offer is available at
https://tinyurl.com/348xytht from PacerMonitor.com free of charge.
About A.G. Dillard, Inc.
A.G. Dillard, Inc. is an excavating contractor in Troy, Virginia.
It provides a wide variety of site construction services,
including
site remodeling, clearing and demolition, pond repair/conversion,
excavating and grading, site concrete, and paving.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Va. Case No. 22-60115) on February 9,
2022. In the petition signed by Alan G. Dillard, III, president,
the Debtor disclosed up to $50 million in both assets and
liabilities.
Robert S. Westermann, Esq. at Hirschler Fleischer, PC is the
Debtor's counsel.
Blue Ridge Bank, as lender, is represented by:
Michael D. Mueller, Esq.
Williams Mullen
200 South 10th St., Suite 1600
Richmond, VA 23219
Email: mmueller@williamsmullen.com
ABCK REALTY: Taps Law Office of Charles A. Higgs as Counsel
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ABCK Realty Management, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to employ the Law
Office of Charles A. Higgs to serve as legal counsel in its Chapter
11 case.
The firm's services include:
a. providing the Debtor with legal counsel regarding its powers,
duties, and obligations in the continued operation of its business
and management of its property during its Chapter 11 bankruptcy;
b. preparing legal papers;
c. negotiating and preparing a plan of reorganization with
creditors;
d. representing the Debtor at the Section 341 meeting and at
court hearings; and
e. performing other necessary legal services for the Debtor.
The hourly rates charged by the firm's attorneys and
paraprofessionals are as follows:
Attorneys $400 per hour
Paraprofessionals $175 per hour
The firm will also seek reimbursed for out-of-pocket expenses
incurred.
The retainer fee is $7,500.
Charles Higgs, Esq., a partner at the Law Office of Charles A.
Higgs, 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 A. Higgs, Esq.
Law Office of Charles A. Higgs
44 S. Broadway, Suite 100
White Plains, NY 10601
Tel: (917) 673-3768
Email: Charles@FreshstartEsq.com
About ABCK Realty Management
ABCK Realty Management is a single asset real estate debtor (as
defined in 11 U.S.C. Section 101(51B)). It owns in fee simple title
a mixed residential and storefront property located at 5516 16th
Ave., Brooklyn, N.Y., having a current value of $718,000.
ABCK Realty Management sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-35063) on Feb. 10,
2022, listing $721,000 in assets and $10,088,009 in liabilities.
Ahron Berlin, president, signed the petition.
Law Office of Charles A. Higgs is the Debtor's legal counsel.
ACCELER8 REAL ESTATE: Taps Goe Forsythe & Hodges as Legal Counsel
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Acceler8 Real Estate Group, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of California to hire
Goe Forsythe & Hodges, LLP to serve as legal counsel in its Chapter
11 case.
The firm's services include:
a. assisting the Debtor with respect to compliance with the
requirements of the Office of the U.S. Trustee;
b. advising the Debtor regarding matters of bankruptcy law,
including the rights and remedies of the Debtor regarding its
assets and the claims of creditors;
c. representing the Debtor in any proceedings or hearings in
the bankruptcy court and in any actions in other courts where its
rights under the Bankruptcy Code may be litigated or affected;
d. conducting examinations of witnesses, claimants or adverse
parties, and preparing reports, accounts and pleadings;
e. advising the Debtor concerning the requirements of the
Bankruptcy Code and applicable rules; and
f. assisting the Debtor in the negotiation, formulation,
confirmation and implementation of a Chapter 11 reorganization.
The hourly rates charged by the firm's attorneys and paralegals are
as follows:
Robert P. Goe $575
Marc C. Forsythe $575
Arthur Johnston $195
Ronald S. Hodges $595
Reem J. Bello $550
Charity J. Manee $525
Charlene Busch $450
Chun Hsu $425
Ryan S. Riddles $395
Jeffrey M. Yostanto $350
Of Counsel
Brian Van Marter $625
Gregory Preston $625
Elizabeth A. LaRocque $385
Paralegal
Kerry A. Murphy $195
Arthur Johnston $195
Britney Bailey $195
Gloria Gilbert $195
Lauren Gillen $185
As disclosed in court filings, Goe Forsythe is a disinterested
person within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Marc C. Forsythe, Esq.
Goe Forsythe & Hodges, LLP
18101 Von Karman Avenue, Suite 1200
Irvine, CA 92612-7127
Tel: (949) 798-2460
Email: mforsythe@goeforlaw.com
About Acceler8 Real Estate Group
Acceler8 Real Estate Group, LLC is a Carlsbad, Calif.-based company
engaged in activities related to real estate.
Acceler8 Real Estate Group filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Calif. Case
Mo. 22-00165) on Jan. 28, 2022, listing up to $10 million in assets
and up to $1 million in liabilities. Richard Kofoed, chief
executive officer, signed the petition.
Judge Christopher B. Latham oversees the case.
Marc C. Forsythe, Esq., at Goe Forsythe & Hodges, LLP represents
the Debtor as legal counsel.
AGILON ENERGY: Court OKs Cash Collateral Deal Thru March 14
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The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, has approved the stipulation and agreed bridge
order that Agilon Energy Holdings II LLC, Victoria Port Power LLC,
and Victoria City Power LLC, entered into with their DIP lenders,
Prudential Insurance Company of America, Prudential Legacy
Insurance Company of New Jersey, and Prudential Retirement
Insurance and Annuity Company.
The parties agree that the Debtors may use cash collateral to pay
critical expenses in accordance with the budget through and
including March 14, 2022, provided that the critical expenses will
not exceed $707,889 in the aggregate.
The Debtors have an immediate need for use of cash collateral on an
emergency basis for a limited period to pay for goods and services
delivered post-petition in the ordinary course of business in
accordance with the budget.
On February 9, 2022, the Court entered an order approving the sale
of substantially all of the Debtors' assets for a purchase price of
$75,500,000.
On February 28, 2022, the Court-approved sale closed. At the Sale
Closing, limited distributions of certain proceeds of the Sale were
made in accordance with the Sale Order and the DIP Order,
including, but not limited to, the Professional Fee Account.
From the proceeds of the DIP Facility and the Sale Proceeds, the
Debtor has funded an account to hold funds which are set aside
exclusively for the payment of professional fees incurred by the
Debtors and the Committee. As a result of the Sale Closing the
Professional Fee Account includes (a) $1,603,236, representing all
fees and expenses budgeted for Debtors and Committee professionals
through February 28, 2022, minus amounts previously paid to such
professionals pursuant to the Order Establishing Procedures for
Interim Compensation and Reimbursement of Expenses for
Professionals; and (b) $350,000 pursuant to Paragraph 39 of the DIP
Order.
The Sale Order provides that any Retained Funds will be in an
amount sufficient to pay all alleged Permitted Prior Liens, subject
to reduction only to the extent that any alleged Permitted Prior
Lien is disallowed or paid.
Upon the Sale Closing, the Debtors ceased operations and will no
longer be generating income. The Replacement DIP Facility in the
amount of $30,000,000 was paid in full, the Debtors' authority to
use cash collateral terminated, the Carve-Out was triggered, and
all obligations related to the Carve Out under the DIP Order have
been funded and fully satisfied in accordance with the DIP Order by
funding the Professional Fee Account as provided for above and may
have previously been paid to date.
The Debtors are in the process of negotiating a cash collateral
agreement with the Prepetition Secured Parties and the Committee
that will take them to an effective date for a chapter 11 plan. The
Debtors need to use cash collateral while those negotiations are
underway.
The Court also held that the funds in the Professional Fee Account
will be used only to satisfy professional fees authorized to be
paid pursuant to the Interim Compensation Order. Any professional
fees and expenses incurred by the Debtors and the Committee from
March 1 through March 14, 2022, may be paid only from the Post
Trigger Date Carve Out, notwithstanding the provisions of the DIP
Order with respect to the use of the Post Trigger Date Carve Out.
The Post Trigger Date Carve Out funds will be allocated 2/3 to the
Debtors' professionals, and 1/3 to the Committee's professionals.
The Debtors will continue to provide adequate protection to the
Prepetition Secured Parties in accordance with the terms of the DIP
Order during the Interim Period, including without limitation
preservation of all liens, claims, and interests.
A hearing to consider continued cash collateral access is scheduled
for March 14, 2022 at 1:30 p.m.
A copy of the order and the Debtor's budget for March 6 to March
13, 2022 is available at https://bit.ly/35QvYKR from
PacerMonitor.com.
The Debtor projects $39,739,479 in total receipts and $229,554 in
total operating disbursements.
About Agilon Energy Holdings II LLC
Texas-based power producer Agilon Energy Holdings II, LLC and its
affiliates, Victoria Port Power LLC and Victoria City Power LLC,
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No.
21-32156) on June 27, 2021. At the time of the filing, Agilon had
between $100 million and $500 million in both assets and
liabilities.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Locke Lord, LLP as legal counsel, Grant
Thornton, LLP as financial advisor and Hugh Smith Advisors, LLC as
restructuring advisor. Hugh Smith of Hugh Smith Advisors serves as
the Debtors' chief restructuring officer. Stretto is the claims and
noticing agent.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on July 30,
2021. Pachulski Stang Ziehl & Jones, LLP serves as the committee's
legal counsel and Conway MacKenzie, LLC, its financial advisor.
ALIERA COMPANIES: Gets Court OK to Hire Chief Liquidation Officer
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The Aliera Companies Inc. and its affiliates received approval from
the U.S. Bankruptcy Court for the District of Delaware to employ
Katie Goodman, managing member of GGG Partners, LLC, as chief
liquidation officer.
As chief liquidation officer, Ms. Goodman will:
a. work with the Debtors and their legal counsel to gather the
required documentation;
b. identify and preparing information for the administration of
the matters in conjunction with the Debtors and its counsel;
c. monetize the assets of the Debtors; and
d. investigate potential claims.
The firm will be paid at hourly rates ranging from $300 to $350 and
will be reimbursed for out-of-pocket expenses. The retainer fee is
$21,800.50.
Ms. Goodman disclosed in a court filing that her firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Katie S. Goodman
GGG Partners LLC
3155 Roswell Road NW Suite 120
Atlanta, GA 30305
Office: (404) 256-0003 ext. 225
Direct: (404) 293-0137
Email: kgoodman@gggpartners.com
About Aliera Companies
The Aliera Companies Inc. is focused on providing a full spectrum
of revolutionary options and services to a multitude of industries
that fit every need and budget. The company provides services to
support its subsidiaries which focus on the unique aspects of the
health care industry.
Plaintiffs in a case -- docketed as Hanna Albina and Austin
Willard, individually and on behalf of others similarly situated,
Plaintiffs, v. The Aliera Companies, Inc., Trinity Healthshare,
Inc. and Oneshare Health, LLC Unity Healthshare, LLC, Case No.
20-CV-00496, (E.D. Ky., Dec. 11, 2020) -- filed an involuntary
petition under Chapter 11 of the Bankruptcy Code against Aliera
Companies (Bankr. D. Del. Case No. 21-11548) on Dec. 5, 2021.
Joseph H. Huston, Jr., Esq., of Stevens & Lee, P.C., is the
petitioners and plaintiffs' counsel.
On Dec. 21, 2021, Aliera filed a voluntary Chapter 11 petition
(Bankr. N.D. Ga. Case No. 21-59493), disclosing assets of $1
million to $10 million and liabilities of $500 million to $1
billion. Advevo LLC and three other Aliera affiliates -- Ensurian
Agency LLC, Tactic Edge Solutions LLC and USA Benefits &
Administrators LLC –- also filed voluntary Chapter
11 petitions
on Dec. 21, 2021.
On Jan. 25, 2022, the petitioning creditors obtained an order
granting their motion to transfer the voluntary Chapter 11 cases
to the Delaware Bankruptcy Court, which has been overseeing the
liquidation of Aliera's affiliated corporation, Trinity
Healthshare, Inc., now known as Sharity Ministries, Inc.
On Feb. 16, 2022, Judge John T. Dorsey of the Delaware Bankruptcy
Court ordered the consolidation of Aliera's voluntary Chapter 11
proceeding with the involuntary case filed by the petitioning
creditors (with Case No. 21-11548 being the surviving case number)
and terminated the company's voluntary proceeding.
Meanwhile, Judge Dorsey ordered the joint administration of the
involuntary proceeding and the four other voluntary cases filed by
the Aliera affiliates, with Case No. 21-11548 as the lead
bankruptcy case.
J. Robert Williamson, Esq., at Scroggins & Williamson, P.C. and
Monzack Mersky and Browder, PA serve as the Debtors' bankruptcy
counsels. Epiq Corporate Restructuring, LLC is the claims and
noticing agent and administrative advisor.
ALLIGATOR COMPUTER: Wins Interim Cash Collateral Access
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio,
Western Division, has authorized Alligator Computer Systems Corp.
to, among other things, use the cash collateral of U.S. Bank
National Association, and provide adequate protection.
The Debtor requires the use of cash collateral to pay trade
vendors, suppliers, overhead and other expenses necessary for the
continued operation of the Debtor's business and the management and
preservation of the Debtor's assets and properties.
Prior to the commencement of the Case, the Debtor's senior priority
lender was US Bank. The Debtor's senior obligations to the Lender
were evidenced, in part, by business loan agreements dated November
20, 2015, and other loan documents executed in connection therewith
or relating thereto. The Debtor's obligations owing to the Lender
under the Senior Secured Loan Documents, including the Senior
Secured Indebtedness, are secured by a security interests created
by UCC filings in essentially all assets of the Debtor, including
Inventory, Chattel Paper, Accounts, Equipment, Instruments, Leases
and other Goods, cash, General Intangibles, and Other Collateral,
all as defined in the UCC filing. The debt is almost equivalent to
the value of the collateral.
The Debtor is permitted to use cash collateral in accordance with
the budget, with a 5% variance.
The Debtor is directed to make monthly adequate protection payments
to the Lender in the amount of $4,000 per month. The Lender will
apply each of the Debtor's payments to its respective allowed
secured claims. The first payment will be made on March 20, 2022.
As further adequate protection for the Debtor's use of cash
collateral, the Lender is granted a a post-petition claim against
the Debtor's estate. To secure the Adequate Protection Claim, the
Lender is granted a lien and security interest in and upon the
Pre-Petition Collateral and all post-petition proceeds of the
Pre-Petition Collateral, and the Post-Petition Collateral and all
proceeds thereof to the same extent, validity and priority as its
pre-petition security interest.
As reflected in the Budget, the Debtor is authorized to use cash
collateral to pay (i) all fees required to be paid under 28 U.S.C.
section 1930(a); and (ii) all reasonable fees and expenses incurred
by the Subchapter V Trustee. In accordance with the Budget, the
Debtor may pay to the subchapter V trustee, upon the Subchapter V
Trustee's reasonable request, up to $2,000 each month until there
is substantial consummation of a confirmed chapter 11 plan; the
case is dismissed or converted; or the Debtor is no longer
authorized to use cash collateral.
The final hearing on the matter is scheduled for April 5 at 10
a.m.
A copy of the order and the Debtor's monthly budget is available at
https://bit.ly/3sIjZYN from PacerMonitor.com.
The Debtor projects $149,359 in total income and $88,697 in total
expenses.
About Alligator Computer Systems Corp.
Alligator Computer Systems Corp. sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 22-10264) on
February 25, 2022. In the petition signed by James Ernst,
president, the Debtor disclosed $1,409,882 in assets and $5,113,874
in liabilities.
Judge Beth A. Buchanan oversees the case.
Eric W. Goering, Esq., at Goering and Goering is the Debtor's
counsel.
AMERICAN AIRLINES: Fitch Affirms 'B-' IDRs, Outlook Stable
----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings for American
Airlines Group, Inc. and its main operating subsidiary, American
Airlines, Inc. at 'B-'; the Rating Outlook is Stable.
The 'B-' rating is primarily driven by American's highly leveraged
balance sheet. Debt burdens remain substantial due to capital
raised to shore up liquidity during the pandemic along with heavy
aircraft capital spending and shareholder returns prior to the
pandemic.
Spiking fuel prices related to the situation in Ukraine represent a
material risk, as American's ability to raise capital is reduced
from pre-pandemic levels should higher fuel prices pressure cash
flows. General inflationary pressures also present near-term
headwinds. Credit concerns are offset by American's substantial
liquidity balance, which remains more than sufficient to cover
near-term obligations. Fitch also expects continued improvement in
demand for air travel driven by pent up demand and progress toward
the coronavirus reaching an endemic stage.
KEY RATING DRIVERS
Substantial Debt Burden: The company ended 2021 with a total debt
balance (including lease obligations) of $46 billion, up nearly 40%
from YE 2019 and equal to roughly 5.6x 2019 levels of EBITDAR.
Fitch expects American to pare down cash on hand to de-lever its
balance sheet over time. Nevertheless, Fitch expects leverage to
remain at levels that constrain the rating at the current level
into 2023.
American maintains a public target of reducing total debt by $15
billion by YE 2025. Fitch considers this goal to be ambitious as it
would require a stronger top-line recovery than what is included in
its base case. The company reduced liabilities by $3.7 billion
inclusive of pension obligations in 2021 and states that it is on
track to reduce another $1.7 billion in 2022. American entered the
coronavirus crisis with a higher debt load than competitor airlines
following multiple years of heavy capex and simultaneous share
repurchases.
Solid Liquidity: American maintained $12.4 billion of cash and
short-term investments at YE 2021 along with full availability
under its $2.8 billion in revolving credit facilities and $568
million in short-term revolvers. Fitch views current liquidity as
sufficient to cover near-term needs, particularly as airline
traffic has recovered to a point where the company is no longer
regularly burning cash. Scheduled principal payments for 2022 are
manageable at $2.6 billion.
Maturities become more substantial in 2023 and particularly in 2025
when the company's $2.5 billion secured notes and its 2013
term-loan mature. Fitch expects passenger traffic to continue to
improve from pandemic lows, allowing American to address maturities
through a combination of FCF, cash on hand and potential
refinancing. Capital spending requirements are manageable now that
American has moved past the bulk of its re-fleeting efforts.
Recovering Passenger Traffic: Fitch expects a continued improvement
in passenger traffic in 2022 driven by pent up demand and progress
toward the coronavirus reaching an endemic stage. Fitch's base
expectations are for North American traffic in 2022 to remain 20%
below 2019 levels, though that estimate may prove conservative.
Passenger traffic in the U.S. held up relatively well through the
Omicron wave considering the severity of the outbreak.
Fitch anticipates a material uptick in demand in March and heading
into the peak summer season as rising immunity and traveler comfort
around living with the risks of the coronavirus push travel back
toward historical levels.
Domestic and near-international leisure travel continue to show the
most strength. American's network is more heavily weighted toward
domestic and Latin American markets, giving it a relative advantage
over Delta and United. American Airlines reported RPMs down less
than 5% in the fourth quarter from the same period in 2019 for both
its domestic and Latin American regions.
Capital Spending and Cash Flow: Limited capex spending over the
next few years will aid American's efforts to start paying down
debt. Aircraft deliveries are manageable in 2022 and 2023, as
American largely completed its fleet renewal program prior to the
pandemic. The company has guided to full-year capital spending of
$2.7 billion in 2022, and $2.8 billion in 2023, levels that are
significantly lower than its main peers who have heavier delivery
schedules. Fitch expects American to remain FCF negative in 2022
but FCF may be neutral or modestly positive in 2023 depending on
jet fuel prices, before improving more substantially thereafter.
Rising Costs Dampen Recovery: Higher jet fuel prices represent a
material headwind in 2022. Although recovering travel demand has
given more confidence in the ability for airlines to raise ticket
prices this year, higher fuel prices will not be fully offset in
the near term, driving a margin and cashflow headwind this year.
Other inflationary pressures will limit unit cost improvement that
Fitch would have expected to see this year as capacity ramps back
up. Fitch expects these factors to limit debt reduction in 2022
compared with prior expectations. However, other factors, such as
American's liquidity and the improving demand environment, continue
to support the rating such that limited de-leveraging this year is
not likely to drive a negative rating action.
Meaningful Cost Reduction Efforts: Inflationary pressures are
partly offset by American's cost-cutting efforts. American
announced that it reached its goal of achieving a $1.3 billion
structural cost reduction last year. The $1.3 billion represents a
4% improvement on 2019's cost per available seat mile excluding
fuel (CASM-ex). Fitch anticipates that CASM-ex will remain above
2019 levels in 2022, in-line with management's expectations,
followed by continued improvement thereafter as capacity ramps up
and fixed costs are spread across more available seat miles
(ASM's). Execution on cost controls along with a supportive revenue
environment may allow American's operating margins to approach
pre-coronavirus levels by 2024.
DERIVATION SUMMARY
American is rated lower than its major network competitors, Delta
and United, primarily due to the company's more aggressive
financial policies. American's debt balance increased substantially
since its exit from bankruptcy and merger with US Airways in 2013,
as it has spent heavily on fleet renewal and share repurchases. As
such, American's adjusted leverage metrics are at the high end of
its peer group.
KEY ASSUMPTIONS
-- Passenger traffic continues to recover through 2022 and nears
2019 levels by the end of 2023;
-- Yields improve in the low- to mid-single-digits through the
forecast, exceeding 2019 levels in 2023 reflecting the
airline's efforts to raise ticket prices to offset higher fuel
costs;
-- Jet fuel assumed at $2.35/gallon through the forecast. Fitch
notes that jet fuel prices have surged above these levels in
recent weeks. Fitch anticipates that American would be able to
offset higher fuel costs through increased yields in the
medium term;
-- CASM ex fuel stays roughly 5% higher than 2019 levels in 2022,
in line with management's guidance. Fitch assumes CASM ex fuel
declines to near 2019 levels by the end of the forecast;
-- Capex in line with management's public guidance.
Recovery Rating Assumptions: Fitch's recovery analysis assumes that
American would be reorganized as a going concern (GC) in bankruptcy
rather than liquidated. Fitch has assumed a 10% administrative
claim. The GC EBITDA estimate reflects Fitch's view of a
sustainable, post-reorganization EBITDA level, which is the basis
for the enterprise valuation calculation. Fitch uses a GC EBITDA
estimate of $5.5 billion and a 5.0x multiple, generating an
estimated GC enterprise value (EV) of $25 billion after an
estimated 10% in administrative claims.
Fitch views its GC EBITDA assumption as conservative as it remains
below levels generated in 2014, the first year after American last
exited bankruptcy, but it incorporates potential structural changes
to the industry driven by the pandemic. These assumptions lead to
an estimated recovery for senior secured positions in the 51%-70%
(RR3) range and poor recovery prospects (RR6) for unsecured
positions.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Adjusted debt/EBITDAR below 5x;
-- FFO fixed-charge coverage sustained around 2x;
-- FCF generation above Fitch's base case expectations;
-- A faster than expected recovery in air traffic.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- FFO Fixed charge coverage below 1.25x
-- Total liquidity falling toward or below $8 billion;
-- Inability to raise new capital in the event that liquidity
becomes strained.
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
As of Dec. 31, 2021, American held approximately$15.8 billion in
liquidity, consisting of $12.2 billion liquid short-term
investments $300 million in cash and cash equivalents, and full
availability on their $3.4 billion aggregate revolving credit
facilities. American holds Liquidity as a percentage of annual
revenues, is above 50%, which is strong for the rating and relative
to the 14.7% of revenue in December 2019.
Overall, near-term maturity risk of long-term debt instruments and
finance leases is limited, with an estimated $2.34 billion of
maturities in 2022. Maturities in 2022 include $750 million of
unsecured notes due in June, as well as $1,645 million of payments
on their EETCs, term loans and equipment loans. Fitch expects the
company to continue to issue debt, either lease adjusted or debt
securities in order to refinance and fund capital expenditures in
2022.
ISSUER PROFILE
American Airlines is one of three major network airlines in the
U.S. and one of the largest airlines in the world as measured by
available seat miles. American generated roughly $45 billion in
revenue in 2019 (prior to the coronavirus pandemic), and operates a
fleet of more than 850 mainline aircraft and 540 regional jets.
American's primary hubs include Dallas/Fort Worth, Charlotte,
Chicago, Los Angeles, Miami, New York, Philadelphia, Phoenix and
Washington D.C.
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.
AMERIVET SERVICES: Wins Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan,
Southern Division, has authorized Amerivet Services LLC to use cash
collateral on an interim basis and provide adequate protection.
Amerivet needed interim access to $67,150 from February 22 through
March 22, 2022, to avoid irreparable.
TBS Factoring holds a first lien on the cash collateral assets
pursuant to its contract with the Debtor. This debt totals $29,570
and is fully secured.
Cadence Bank holds a second lien on the cash collateral assets
pursuant to its contract with the Debtor. The loan is guaranteed by
the Small Business Administration and Cadence Bank is owed $55,909.
This loan is fully secured.
The SBA holds a third lien on the cash collateral assets to secure
$209,492 in debt. This loan was obtained on April 21, 2020, and is
fully secured.
As adequate protection for the Debtor's use of the cash collateral,
the Debtor will pay to TBS $2,500 each month, commencing on March
1, 2022, and continuing on the first of each subsequent month until
the obligations, including accrued attorneys' fees and costs and
other charges allowable under the TBS APSA are paid in full.
TBS, as additional adequate protection for the Debtor's use of the
cash collateral, is granted replacement liens upon all accounts,
general intangibles, documents, equipment, the reserve, all
proceeds thereof. The liens will be perfected automatically by
entry of the Order, and TBS will not be required to take any
further action to perfect such liens.
Cadence Bank and SBA are also granted a replacement lien of the
same priority to the same extent and in the collateral as they had
Pre-Petition. They will be granted valid, binding and enforceable,
perfected security interests and replacement liens, nunc pro tunc
to the Petition Date, upon the post-petition collateral.
Cadence Bank will receive $1,500 in monthly adequate protection
payments while SBA will receive $1,000.
The Debtor's authorization for the use of the pre-petition
collateral, the post-petition collateral, and any cash collateral
related thereto pursuant to the Order will terminate on the earlier
of:
a. the entry of a Court Order vacating or reversing the
Order;
b. the effective date under the plan of reorganization to be
proposed by the Debtor and confirmed by final Order of the
Bankruptcy Court;
c. the occurrence of an event of default therein; or
d. the conversion of this case to one under Chapter 7.
A final hearing on the matter is scheduled for March 23 at 11 a.m.
A copy of the order is available at https://bit.ly/35R4FA5 from
PacerMonitor.com.
About Amerivet Services LLC
Amerivet Services LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-30167) on
February 4, 2022. In the petition signed by Garret Brown, owner,
the Debtor disclosed $1,183,528 in assets and $1,289,581 in
liabilities.
Judge Joel D. Applebaum oversees the case.
George E. Jacobs, Esq., at Bankruptcy Law Offices, represents the
Debtor as counsel.
ANGLIN CULTURED: Trustee Taps NAI Emory as Real Estate Broker
-------------------------------------------------------------
David Klauder, the Subchapter V trustee for Anglin Cultured Stone
Products, LLC and Champion Property Holdings, LLC, seeks approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ NAI Emory Hill Real Estate Services, Inc.
The Debtor requires a real estate broker to market for sale its
real properties located at 877 Salem Church Road, Newark, Del., and
329 West Main St., Elkton, Md.
The firm will be paid a commission of 5 percent of the sales
price.
Carmen Facciolo, Jr., a member of NAI Emory Hill, 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:
Carmen J. Facciolo, Jr.
NAI Emory Hill Real Estate Services, Inc.
10 Corporate Circle
New Castle, DE 19720
Tel: +1 (302) 322-9518 / +1 (302) 322 9500
Fax: +1 (302) 322 9518
About Anglin Cultured Stone Products
Anglin Cultured Stone Products, LLC --
https://www.anglinconstruction.com -- is a Delaware-based,
family-owned and operated small business that specializes in
residential construction, commercial and industrial construction,
and cultured marble manufacturing. It has been serving Delaware,
Maryland, Pennsylvania, and New Jersey since 2005.
Anglin filed a voluntary petition for relief under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Del. Case No.
21-10389) on Feb. 8, 2021. On Feb. 10, 2021, Anglin's affiliate,
Champion Property Holdings, LLC, commenced a voluntary petition for
relief under Chapter 11, Subchapter V (Bankr. D. Del. Case No.
21-10389). The cases are jointly administered under Case No.
21-10389 and have been assigned to Judge Brendan Linehan Shannon.
At the time of the filing, the Debtors disclosed up to $500,000 in
assets and up to $10 million in liabilities.
Charles J. Brown, III, Esq., at Gellert Scali Busenkell & Brown,
LLC represents the Debtors as legal counsel.
Newtek Small Business Finance, LLC, the Debtors' lender, is
represented by Ronald J. Drescher, Esq., at Drescher & Associates,
P.A.
David M. Klauder was appointed as the Subchapter V trustee in the
Debtors' cases on March 9, 2021.
ANGLIN CULTURED: Trustee Taps Solid Resources as Auctioneer
-----------------------------------------------------------
David Klauder, the Subchapter V trustee for Anglin Cultured Stone
Products, LLC and Champion Property Holdings, LLC, seeks approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ Solid Resources, LLC to assist in the liquidation and
auction of the Debtors' assets.
The firm will be paid as follows:
a. 8 percent commission on the sale proceeds;
b. a buyer's premium of 15 percent of the sales price of each
asset sold in case of online auction; and
c. expense reimbursement of up to $24,005.
Steve Romer, a member of Solid Resources, 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:
Steve Romer
Solid Resources LLC
550 Frontage Road
Northfield, IL 60093
Email: info@solidresourcesllc.com
About Anglin Cultured Stone Products
Anglin Cultured Stone Products, LLC --
https://www.anglinconstruction.com -- is a Delaware-based,
family-owned and operated small business that specializes in
residential construction, commercial and industrial construction,
and cultured marble manufacturing. It has been serving Delaware,
Maryland, Pennsylvania, and New Jersey since 2005.
Anglin filed a voluntary petition for relief under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Del. Case No.
21-10389) on Feb. 8, 2021. On Feb. 10, 2021, Anglin's affiliate,
Champion Property Holdings, LLC, commenced a voluntary petition for
relief under Chapter 11, Subchapter V (Bankr. D. Del. Case No.
21-10389). The cases are jointly administered under Case No.
21-10389 and have been assigned to Judge Brendan Linehan Shannon.
At the time of the filing, the Debtors disclosed up to $500,000 in
assets and up to $10 million in liabilities.
Charles J. Brown, III, Esq., at Gellert Scali Busenkell & Brown,
LLC represents the Debtors as legal counsel.
Newtek Small Business Finance, LLC, the Debtors' lender, is
represented by Ronald J. Drescher, Esq., at Drescher & Associates,
P.A.
David M. Klauder was appointed as the Subchapter V trustee in the
Debtors' cases on March 9, 2021.
ASCENA RETAIL: Court Okays Former Owner's Revised Chapter 11 Plan
-----------------------------------------------------------------
Maira Chutchian of Reuters reports that Ann Taylor's former owner
has obtained bankruptcy court approval for its revised
reorganization plan after a judge rejected certain legal
protections for people and entities connected to the company
contained in an earlier version of the plan.
U.S. Bankruptcy Judge Frank Santoro of the Eastern District of
Virginia signed off on Mahwah Bergen Retail Group Inc's amended
plan during a brief hearing on Thursday, March 3, 2022. Mahwah,
formerly known as Ascena Retail Group, had secured approval of its
prior plan last year but was forced to return to bankruptcy court
in January 2022 after the plan's so-called nondebtor releases that
would have shielded non-bankrupt individuals and entities from
future litigation were voided on appeal.
Ascena filed for Chapter 11 protection in July 2020 with more than
$1 billion in debt, part of the wave of retail bankruptcies that
occurred in the first few months after the COVID-19 pandemic hit
the U.S. Ascena later sold its assets, including apparel retailers
such as Ann Taylor, Lane Bryant and Loft, to private equity firm
Sycamore Partners.
In January 2022, U.S. District Judge David Novak of the Eastern
District of Virginia held that the nondebtor releases contained in
the plan were void and unenforceable. Novak's decision did not
interfere with the Sycamore sale, which had already closed.
In his January 2022 decision, Novak called the releases, which are
a popular tool in corporate bankruptcies that have recently come
under fire in high-profile cases like Purdue Pharma's bankruptcy,
"shocking" and said the bankruptcy court that approved them had
exceeded "the constitutional limits of its authority."
As a result, Mahwah, which now exists solely to wind down its
estate, reworked the plan to provide that the releases "should be
deemed severed from the Plan,” according to court papers.
Novak's decision was a notable win for the U.S. Department of
Justice's bankruptcy watchdog, the U.S. Trustee, which has long
challenged these releases in corporate Chapter 11 cases.
The U.S. Trustee and other critics of the releases, including U.S.
Senator Elizabeth Warren, a Massachusetts Democrat, argue that they
improperly provide valuable benefits of bankruptcy –
specifically, protection against future lawsuits – to people and
companies that didn’t file for bankruptcy themselves.
The U.S. Trustee did not object to the amended plan’s approval on
Thursday, March 3, 2022.
Santoro, who approved the amended plan on Thursday, March 3, 2022,
replaced the judge who previously approved the plan, U.S.
Bankruptcy Judge Kevin Huennekens, after Novak decided the case
should be reassigned.
About Ascena Retail Group
Ascena Retail Group, Inc. -- http://www.ascenaretail.com/-- was a
leading specialty retailer for women and girls. It operated a
portfolio of recognizable brands, which included Ann Taylor, LOFT,
Lane Bryant, Catherines, Justice, Lou & Grey, and Cacique.
On July 23, 2020, Ascena Retail Group and its affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of
Feb. 1, 2020, Ascena Retail had $13,690,710,379 in assets and
$12,516,261,149 in total liabilities. At the time of filing, it had
approximately 2,800 stores in the United States, Canada, and
Puerto Rico serving more than 12.5 million active customers and
employing nearly 40,000 employees.
The Hon. Kevin R. Huennekens is the case judge.
The Debtors tapped Kirkland & Ellis LLP and Cooley LLP as
bankruptcy counsel, Guggenheim Securities, LLC, as financial
Advisor, and Alvarez and Marsal North America, LLC as restructuring
advisor. Prime Clerk, LLC, is the claims agent.
* * *
In September 2020, FullBeauty Brands Operations, LLC, won an
auction to acquire Ascena's Catherines intellectual property assets
for a base purchase price of $40.8 million and potential upward
adjustment for certain inventory.
In November 2020, Ascena won approval to sell the intellectual
property of its Justice Brand and other Justice brand assets to
Justice Brand Holdings LLC, an entity formed by Bluestar Alliance
LLC (a leading brand management company), for $90 million.
The Company continues to operate its Ann Taylor, LOFT, Lane Bryant,
and Lou & Grey brands as normal through a reduced number of retail
stores and online.
BETTER 4 YOU: Bank Leumi Seeks Ch. 11 Trustee Appointment
---------------------------------------------------------
Bank Leumi USA, the senior secured creditor of Better 4 You
Breakfast, Inc., requests the U.S. Bankruptcy Court for the Central
District of California to enter an order, on an emergency basis,
appointing a Chapter 11 trustee for the Debtor.
As of February 24, 2022, the Debtor was indebted to Bank Leumi in
the principal amount of not less than $17,508,941.15, plus all
accrued and accruing interest, fees, costs and expenses.
According to Bank Leumi, the Debtor has admittedly committed fraud,
dishonesty, incompetence, and gross management, which even a state
court injunction failed to stop, thus compelling the Court to
appoint a Chapter 11 trustee.
Bank Leumi also requests that the relief sought in the motion be
granted on an emergency basis or on shortened notice because the
bank and the Debtor will suffer immediate and irreparable harm
without the relief requested in the motion.
Bank Leumi is represented by:
Tom Lallas, Esq.
Mark D. Hurwitz, Esq.
Levy, Small & Lallas
815 Moraga Drive
Los Angeles, CA 90049
Tel: (310) 471-3000
Fax: (310) 471-7990
E-mail: tlallas@lsl-la.com
About Better 4 You Breakfast, Inc.
Better 4 You Breakfast, Inc. manufactures, packages and distributes
pre-packaged meals on a contract basis for specified periods of
time to approximately 400 clients including schools, residential
care facilities, senior care facilities, rehabilitation facilities
and others in California and Nevada. Those clients distribute the
meals to thousands of low income people including school children,
those in senior care facilities, medical facilities and in other
settings. The meals provided include breakfast, lunch, dinner and
snacks. The meals are manufactured and assembled in Los Angeles
County, California, at the Company's primary headquarters in the
City of Commerce, and distributed through leased warehouses in
several "regions".
Better 4 You Breakfast sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-10994) on
February 24, 2022. In the petition signed by Fernando Castillo,
president, the Debtor disclosed up to $50 million in both assets
and liabilities.
Judge Barry Russell oversees the case.
Daniel A. Tilem, Esq., at Law Offices of David A. Tilem is the
Debtor's counsel.
BITNILE HOLDINGS: Has 4.89% Stake in Friedman Industries
--------------------------------------------------------
BitNile Holdings, Inc. disclosed in a Schedule 13D/A filed with the
Securities and Exchange Commission that as of Feb. 22, 2022, it
beneficially owns 334,699 shares of common stock of Friedman
Industries, Incorporated, representing 4.89 percent of the shares
outstanding. The aggregate percentage of shares reported owned by
the reporting person is based upon 6,856,009 shares outstanding,
which is the total number of shares outstanding as of Feb. 14,
2022, as reported in the issuer's Quarterly Report on Form 10-Q
filed with the SEC on Feb. 14, 2022. A full-text copy of the
regulatory filing is available for free at:
https://www.sec.gov/Archives/edgar/data/39092/000121465922003067/e222222sc13da5.htm
About BitNile Holdings
BitNile Holdings, Inc. (formerly known as Ault Global Holdings,
Inc.) is a diversified holding company pursuing growth by acquiring
undervalued businesses and disruptive technologies with a global
impact. Through its wholly and majority-owned subsidiaries and
strategic investments, the Company owns and operates a data center
at which it mines Bitcoin and provides mission-critical products
that support a diverse range of industries, including
defense/aerospace, industrial, automotive, telecommunications,
medical/biopharma, and textiles. In addition, the Company extends
credit to select entrepreneurial businesses through a licensed
lending subsidiary. BitNile's headquarters are located at 11411
Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141;
www.BitNile.com.
BitNile reported a net loss of $32.73 million for the year ended
Dec. 31, 2020, a net loss of $32.94 million for the year ended Dec.
31, 2019, and a net loss of $32.98 million for the year ended Dec.
31, 2018. As of Sept. 30, 2021, the Company had $225.72 million in
total assets, $24.74 million in total liabilities, and $200.98
million in total stockholders' equity.
BLACK & GOLD: Taps Stephen S. Photopoulos as Special Counsel
------------------------------------------------------------
Black & Gold Beer Warehouse, LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Pennsylvania to hire
The Law Office of Stephen S. Photopoulos as special counsel for
tax-related matters.
The firm's services include:
a. assisting the Debtor in the preparation and filing of
federal and state tax returns;
b. assisting in the resolution of outstanding tax matters;
c. representing the Debtor in tax-related disputes or
appeals;
d. assisting the Debtor in its dispute with the Commonwealth
of Pennsylvania,
Department of Revenue; and
e. providing general advice on federal and state tax-related
matters.
The firm's hourly rates are as follows:
Steve Photopoulos, Esq. $300 per hour
Amanda Lee $150 per hour
The Law Office of Stephen S. Photopoulos received a retainer in the
amount of $8,000.
Steve Photopoulos, Esq., principal at the firm, disclosed in a
court filing that he is a disinterested person as defined by
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Steve S. Photopoulos, Esq.
The Law Office of Stephen S. Photopoulos
3000 McKnight East Drive, Suite 330
Pittsburgh, PA 15237
Phone: 412-376-8822
About Black & Gold Beer Warehouse
Black & Gold Beer Warehouse, LLC filed its voluntary petition for
Chapter 11 protection (Bankr. W.D. Pa. Case No. 21-22261) on Oct.
15, 2021, listing up to $50,000 in assets and up to $1 million in
liabilities. Judge Thomas P. Agresti oversees the case.
The Debtor tapped Donald R. Calaiaro, Esq., at Calaiaro Valencik as
its bankruptcy counsel. Gelman & Reisman, P.C. and The Law Office
of Stephen S. Photopoulos serve as special counsel.
BOY SCOUTS OF AMERICA: Defends Chapter 11 Plan 3rd-Party Releases
-----------------------------------------------------------------
Law 360 reports that the Boy Scouts of America Thursday, March 3,
2022, defended the third-party releases in its newest proposed
Chapter 11 plan, saying they are allowed under the law and
necessary to provide the maximum recovery possible to sexual abuse
victims.
In a memorandum filed in support of its Chapter 11 plan and
answering objections that have been raised to multiple plan
provisions, the Boy Scouts argued nothing in the law prevents them
from channeling sexual abuse claims against local Scouting
organizations and supporters to the plan's $2.7 billion settlement
trust fund and that the provision is vital to the plan.
"The Debtors come before the Court, just over two years since the
filing of the Chapter 11 Cases, to request confirmation of a plan
of reorganization that incorporates a global resolution of
Scouting-related sexual abuse claims against the Debtors and the
non-debtor Local Councils and Chartered Organizations that carry
out the Scouting mission, as well as certain
settling insurance companies. The Plan, a tapestry of interrelated
and interconnected settlements and compromises, will establish the
largest sexual abuse compensation fund in the history of the United
States – compromised of more than $2.7 billion in cash and
property in addition to valuable
rights to pursue additional recoveries against those parties that
have not yet settled – and is supported by every single estate
fiduciary and nearly every organized creditor group, including the
Official Committee of Tort Claimants, the Future Claimants'
Representative, the Coalition of Abused Scouts for Justice, the
Official Committee of Unsecured Creditors, the Ad Hoc Committee
of Local Councils (the "LC Committee"), the Church of Jesus Christ
of Latter-day Saints, the United Methodist Ad Hoc Committee -- as
well as agreements with JPMorgan Chase Bank, state court counsel
representing a supermajority of abuse survivors, the BSA's largest
insurers -- Century and Hartford -- and critical excess insurers --
Zurich and Clarendon," the Boy Scouts said in the memorandum filed
in support of its Chapter 11 plan.
"The overwhelming consensus of support behind this Plan is
monumental and is the product of now nearly eighteen months of
intense, hard-fought mediation with a Court-appointed mediator.
The fruit of these labors -- the grand bargain – will resolve the
overlapping liabilities and insurance rights of the protected
parties and forms the backbone of the Plan. Unlocking the value
of these settlements requires confirmation of the Plan as a global
resolution of all Abuse Claims against the protected parties."
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: First Presbyterian Church Statement on Assault Suit
---------------------------------------------------------------
Blair Barnes, writing for WFMY News 2, reports that First
Presbyterian Church released a statement regarding the BOY Scouts
of America sexual assault lawsuit.
Lawyers in the Boy Scouts of America bankruptcy case reached an
$800 million settlement into a fund for victims of child sexual
abuse at the end of last year. The Boy Scouts announced a
reorganization plan in December to address more than 82,000 sexual
abuse claims.
The church said the following about the sexual abuse allegations.
"First Presbyterian Church has been named in a lawsuit related to
the Boy Scouts of America's ongoing sexual abuse investigation.
The conduct described in the complaint is alleged to have occurred
more than 35 years ago in the mid-1980s. No details or specifics
are provided in the lawsuit other than First Presbyterian serving
as a sponsoring organization and meeting place for a scout troop.
The church has zero-tolerance for abuse of any kind and supports
individuals who have experienced trauma."
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.
BRADFORD L. COSTELLO: Mortimers Buying Berwyn Property for $1.3MM
-----------------------------------------------------------------
Bradford L. Costello and Ardis A. Costello ask the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to approve the sale
of the real estate located at 509 Newtown Road, in Berwyn,
Pennsylvania 19312, to Louis Read Mortimer III, J'lene Mortimer for
$1,275,000.
The Debtors own the Property for which they seek Court approval to
sell as joint tenants by the entities. They wish to sell their
Property to satisfy certain debts/claims in order to reduce the
amount needed to fund their Chapter 11 Plan of Reorganization.
On Feb. 1, 2022, the Costellos entered into an Agreement of Sale
with the Buyers thereunder, under which the Buyers have agreed to
pay $1,275,000 for purchase of the Property without contingencies,
free and clear of all liens, with permission of the Court.
Per the agreement of sale, the settlement/closing date is April 1,
2022, but the Buyers have requested that the closing on the sale
occur earlier, on March 7, 2022. All encumbrances on the Property
will either be paid in full, or the liens will be released or
modified upon closing of the prospective sale.
The Property is encumbered by a mortgage obligation purportedly
held by APEX Realty, LLC, formerly known as Meridian Bank,
(serviced by BSI Financial Services). A payoff figure has been
requested from the mortgage servicer, BSI Financial Services.
The proposed sale would not prejudice the rights of any creditors
in that all allowed claims, and any other closing costs (such as
transfer taxes, prorated items, etc.), can be paid up to the value
of the Property as provided in the attached proposed Order and
consistently with the Debtors' proposed Chapter 11 Plan of
Reorganzation from the proceeds.
The Costellos are also seeking expedited consideration of the
Motion because of the Buyers' request to hold the closing on the
sale by March 7, 2022. Consummating the sale on March 7, 2022,
will also allow the Debtors to proceed with their Chapter 11 case
more expeditiously, to the advantage of the remaining creditors and
the Debtors.
In accordance with Local Bankruptcy Rule 5070-1(g)(1), either the
creditors' counsel were present along with counsel for the U.S.
Trustee at a Feb. 16, 2022 colloquy concerning scheduling the
expedited hearing requested, and each party either agreed or did
not object to an expedited hearing on March 2, 2022, or the Debtors
have consulted with the counsel for the other known interested
secured parties including Municipal Lien creditors and the
Pennsylvania Department of Revenue, and had not received any
objections by the time of filing of the Motion. None of the
parties, either those present at the colloquy on Feb. 16, 2022, or
the others notified later, registered any objections to expedited
consideration of the Motion by the time of filing.
A copy of the Agreement is available at
https://tinyurl.com/y4cmfa8r from PacerMonitor.com free of charge.
The bankruptcy case is In re: Bradford L. Costello and Ardis A.
Costello, Case No. 20-12358-mdc (Bankr. E.D. Pa.).
CENTURI GROUP: Moody's Puts 'Ba2' CFR Under Review for Downgrade
----------------------------------------------------------------
Moody's Investors Service placed Centuri Group, Inc.'s Ba2
Corporate Family Rating, Ba2-PD Probability of Default Rating, Ba2
senior secured term loan and senior secured revolving credit
facility ratings on review for downgrade. The outlook has been
changed to ratings under review (RUR) from stable. The review
follows the announcement that parent company, Southwest Gas
Holdings, Inc. (SWX; Baa2 stable), will separate Centuri Group,
Inc. to create two independent companies.
"The review for downgrade follows the decision by Southwest Gas
Holdings, Inc. to separate Centuri and establish two independent
companies, which is a credit negative for Centuri given the uplift
from its ownership by an investment-grade parent," said Domenick R.
Fumai, Moody's Vice President and lead analyst for Centuri Group,
Inc.
On Review for Downgrade:
Issuer: Centuri Group, Inc.
Probability of Default Rating, Placed on Review for Downgrade,
currently Ba2-PD
Corporate Family Rating, Placed on Review for Downgrade, currently
Ba2
Senior Secured Bank Credit Facility (Local Currency), Placed on
Review for Downgrade, currently Ba2 (LGD4)
Outlook Actions:
Issuer: Centuri Group, Inc.
Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
The review for downgrade is prompted by Southwest Gas Holdings,
Inc.'s decision to separate Centuri and create two independent
companies. Although no further details are currently available
regarding the ultimate separation, management expects to have
further information over the next 30-45 days after it concludes its
analysis of the various options and to be completed within the next
9-12 months. The company does not believe any shareholder or
regulatory approvals will be necessary.
Moody's views the decision as credit negative for Centuri given the
linkage with its higher rated parent, which owns a regulated
utility, Southwest Gas Corporation (Baa1 stable). The Ba2 rating
for Centuri incorporates a high degree of implied support from SWX
despite the absence of a legally binding parent support agreement.
While the details of the separation agreement are not finalized,
Moody's believes that a possible sale of the company, spin-off to
shareholders or other form of separation would result in the loss
of implicit support and reduces financial flexibility. Moreover,
SWX has provided explicit support in the past in terms of providing
equity financing to Centuri for acquisitions, as it has with the
Linetec deal in 2018. Centuri has an acquisitive growth strategy,
which could be adversely impacted by operating as a fully
independent company.
The ratings review will focus on the ultimate corporate structure,
which may include a potential sale, spin-off to shareholders or
some other form of separation, the capital structure post the
transaction, Centuri's financial and operational strategy under the
new structure as well as the impact of any potential separation
costs.
Nonetheless, the company's strong position as a utility
infrastructure services company that has multi-year master service
agreements (MSAs) with highly-rated utilities accounting for 77% of
FY 2021 revenues, and favorable contract pricing agreements, with
unit price contracts comprising 64% of contracts, provides a high
degree of revenue and earnings stability, making it unlikely that a
ratings downgrade will exceed two notches.
ESG CONSIDERATIONS
Moody's evaluates environmental, social and governance issues in
Centuri's rating assessment. Today's rating action is driven by an
ESG consideration as the decision to separate Centuri increases
governance risk. The company's financial profile had previously
benefited from previous implicit support of an investment-grade
company, which Moody's believes introduces uncertainty around
financial strategy driven by a change in organizational structure.
The principal methodology used in these ratings was Construction
published in September 2021.
Centuri Group, Inc., headquartered in Phoenix, AZ, is a
comprehensive utility services company that provides replacement
and installation work to gas and electric utilities in North
America. The company is a subsidiary of Southwest Gas Holdings,
Inc., which also owns Southwest Gas Corporation, a regulated gas
utility. The company operates in two key segments across the US and
Canada: Gas Utility and Electric Utility. Centuri reported pro
forma revenue of approximately $2.5 billion in 2021.
CERTA DOSE: $450K Exit Facility to Fund Plan Payments
-----------------------------------------------------
Dr. Caleb S. Hernandez ("Plan Proponent") filed with the U.S.
Bankruptcy Court for the Southern District of New York a Disclosure
Statement accompanying Secured Creditor's Plan of Reorganization of
Debtor Certa Dose, Inc. dated March 1, 2022.
Certa Dose is a Delaware corporation that was founded by the Plan
Proponent in 2013. Plan Proponent invented and patented the
technology behind Certa Dose which is used by the Debtor.
As creditors are aware, the Debtor was party to extensive
litigation in multiple forums which occasioned that need to seek
chapter 11 protection on May 30, 2021. These litigations all
involve, in one manner or another, the claims asserted by and/or
against COPIC Insurance Company ("COPIC") and the Debtor.
This Plan sets forth 3 classes of claims and 1 class of Interests.
The Debtor's associated administrative claims and priority tax
claims are not classified but are discussed in connection with the
discussion of unclassified claims infra. The Plan will be
implemented by the Debtor's transfer of assets on the Effective
Date to the Reorganized Debtor except for the retained Causes of
Action. The Plan incorporates the appointment of the presently
acting chapter 11 trustee, Kenneth Silverman, Esq. as the Plan
administrator to determine the Allowed amount of Class 3 General
Unsecured Claims. All classes of claims under the Plan are
impaired.
Pursuant to the Plan, on the Effective Date, the Debtor shall
transfer all of the Collateral securing the Liens which includes
the Debtor's intellectual property and other assets, except the
retained Causes of Action, to the Reorganized Debtor free and clear
of all claims. On account of their, Liens Secured Creditors shall
receive 100% of the New Common Stock in the Reorganized Debtor in
such proportions (Class 1 - 70%) and Class 2 (30%). Secured
Creditors shall further waive their substantial deficiency claims
under 11 U.S.C. §502 which is in excess of $78,030,471.00
comprised of: (i) the DIP Lien; (ii) the Inventor's Lien
($65,000,000) as specifically Inventor Settlement Agreement; and
(iii) the liabilities of the Debtor to the Plan Proponent in the
amount of $12,500,000 all of which was secured pursuant to that
certain Security Interest & Further Recognition of Lien as
described in the Inventor Settlement Agreement.
The waiver of Secured Creditor's deficiency claims will enable
creditors holders of Allowed Class 3 General Unsecured Claims to
recover a portion of their Allowed Claims which are funded pursuant
to an Exit Facility ($450,000) that the Plan Proponent shall fund
on the Effective Date. The holders of Equity Interests in the
Debtor, Class 4 under this Plan, will not retain any money or
property under this Plan and are thus deemed to reject the Plan.
The Plan Proponent asserts that in light of the limited value of
the Debtor's assets, the substantial resources needed to keep the
Debtor operations as described in the valuations, the Plan
represents the most realistic recovery for Class 3 General
Unsecured Creditors due to: (1) the extensive history of litigation
between the Debtor and COPIC and its affiliates; (2) the
significant and substantial body of Allowed Administrative Claims
which the Debtor must satisfy; (3) the Debtor’s immediate need
for capital to preserve the value of its assets and provide some
recovery to creditors; and (4) the lack of any recovery for
creditors in the event that the Debtor is liquidated in chapter 7.
In addition to resolving the years of extensive and costly
litigation, the Plan further avoids the need for the Debtor to
incur substantial administrative expenses which it is believed are
unlikely to be paid and under no circumstances appear to yield any
dividend whatsoever to unsecured creditors.
Class 3 consists of All General Unsecured Claims. General Unsecured
Claims are Impaired. Upon the later of: (a) the Effective Date; or
(b) such date a General Unsecured Claim becomes an Allowed Claim
holders Allowed General Unsecured Claims shall receive their pro
rata share of the General Unsecured Claims Cash Distribution in
full satisfaction of their Claims. The allowed unsecured claims
total $6,289,928.00.
Class 4 consists of Equity Interests. Deemed to reject the Plan.
Equity Interests will not retain money or property under this Plan
and are deemed to reject the Plan. On the Effective Date all Equity
Interests in the Debtor shall be cancelled.
On the Effective Date the Debtor shall enter into the Exit Facility
with the Plan Proponent which shall provide for the delivery of an
additional $450,000.00 to enable the Debtor to satisfy Allowed
Administrative Claims and make distributions to Allowed General
Unsecured Claims. The Plan Proponent will further satisfy the
Pacific West Bank Claim in full on the Effective Date.
The sources of funding for this Plan are from the general funds of
the Plan Proponent.
The Liquidation Analysis estimates that the unsecured creditors
will not recover any value on account of their Claims. Under the
terms of the Plan the Plan Proponent shall deposit $450,000.00 to
funds payments on Allowed Administrative Claims and the balance
thereof, which it is believed will approximate $300,000.00 may be
used to pay Allowed General Unsecured Claims. The estimated value
of the Debtor's intellectual property assets on a liquidation basis
is approximately $261,800.00 as more specifically set forth in
connection with the valuation.
A full-text copy of the Disclosure Statement dated March 1, 2022,
is available at https://bit.ly/3hICd5S from PacerMonitor.com at no
charge.
About Certa Dose, Inc.
Certa Dose Inc. develops, sells and licenses pharmaceutical
products and technology. Its principal business is developing,
selling and licensing its pharmaceutical products and technology.
The Company was designated as an innovation company by Johnson &
Johnson and has received a grant and mentorship from J & J.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-11045) on May 30,
2021. In the petition signed by Caleb S. Hernandez, president, the
Debtor disclosed up to $50 million in assets and up to $100 million
in liabilities.
Judge Lisa G. Beckerman presides over the case.
Norma Ortiz, Esq., at Ortis & Ortiz, LLP is the Debtor's counsel.
CHASE MERRITT: Selling Interests in Santa Ana Property for $805K
----------------------------------------------------------------
Chase Merritt Global Fund, LLC, asks the U.S. Bankruptcy Court for
the Central District of California to authorize the sale of its
interests in the real property located at 10332 Mira Vista Drive,
in Santa Ana, California 92705, legally described as Lot 18 of
Tract No. 5294, as per map recorded in Book 187, pages 43 to 45
inclusive of miscellaneous maps, in the office of the county
recorder of County of Orange, State of California, to Farzaneh
Espandiary and Maryam Malakpour for $805,000 payable in cash at
close and pursuant to the terms and conditions of the Vacant Land
Purchase and Sale Agreement dated as of Feb. 12, 2022.
A hearing on the Motion is set for March 10, 2022, at 10:30 a.m.
The following is the unique ZoomGov connection information for the
above-referenced hearing: Meeting URL -
https://cacb.zoomgov.com/j/1616627247, Meeting ID - 161 662 7247,
Password - 994685, Telephone conference lines - 1 (669) 254 5252 or
1 (646) 828 7666. More information on using ZoomGov to participate
in the hearing is available on the Court's website at the following
web address:
https://www.cacb.uscourts.gov/news/zoom-video-hearing-guide-participants.
The Debtor's primary creditor is Green Rock II, LLC which is
secured by a Deed of Trust recorded on the Property. In addition
to the Deed of Trust recorded on the Property in the estimated
amount of $250,569, the Debtor also owes Orange County property
taxes estimated at $22,555.78 and owes Robert P. Goe, SubChapter V
Trustee, $25,513.50 based on his recorded abstract of judgment.
The Debtor's only remaining asset is the Property. It intends to
sell the Property free and clear of Green Rock’s lien and any
other lien or interest in the Property. It will pay any and all
property taxes due on the Property out of escrow and has agreed to
pay both Green Rock and Goe in full out of escrow. The remaining
proceeds, estimated at approximately $440,363 will be deposited in
the Debtor's DIP account, where it will subsequently go to pay its
Chapter 11 administrative expenses consisting of its counsel's
attorneys' fees as well as the Class 3 non-priority unsecured
creditor before any remaining balances are transferred to the
equity security holders of the Debtor.
The Debtor filed an application to employ Dougals Elliman of
California and Josef Szigeti as its real estate broker in order to
market for sale and such application is currently pending. The
Broker has sought out a purchaser for the Property and received
three formal written offers on the Property.
Time is of the essence as the Debtor's pre-petition lender, Green
Rock II, has relief from the automatic stay but no foreclosure sale
or other enforcement action will occur before April 21, 2022 if not
paid in full prior to April 15, 2022 per the terms of the confirmed
First Amended Plan in the case. The Debtor's Subchapter V First
Amended Plan was confirmed pursuant to 11 U.S.C. Section 1191(a) of
the United States Bankruptcy Code on Aug. 30, 2021. In addition,
the Debtor has agreed to pay all property taxes due to the County
of Orange, estimated at $22,555.78, by no later than April 10,
2022.
The Debtor intends to sell the Property to the Buyers subject to
the Terms and Conditions of the Purchase Agreement.
The material terms of the Purchase Agreement are summarized:
a. Purchase Price: $805,000. After payment of the deed of
trust on the Real Property, property taxes, an abstract in favor of
the Subchapter V Trustee, customary escrow fees, commission, the
estate will receive the approximate sum of $440,000 at Close of
Escrow.
b. Payment of Commission: The Debtor has retained Douglas
Elliman of California to market the Real Property. Brokers will be
paid a commission at Close of Escrow in the amount of $48,300 (6 %
of Gross Sales price).
c. Representation & Warranties: The Real Property will be sold
on an "as is, where is" basis and without representations or
warranties of any kind, nature or description by the Debtor, except
to the extent expressly set forth in the PSA.
d. Treatment of Liens: The Real Property will be sold, subject
to approval by order of the Bankruptcy Court entered after the
approval of the sale by the Court, free and clear of all liens,
claims, and adverse claims of ownership, with any monetary liens
against the Property to attach to the net proceeds of the sale with
the same priority as existed with respect to the Property. Secured
Creditor Green Rock II will be paid in full at close of escrow,
property taxes will be paid in full at the close of escrow, and
Robert Goe will be paid in full at the close of escrow.
The Debtor requests that the sale be made free and clear of all
liens and other interests in the Property, that the Court makes a
finding that the Purchaser is a good faith purchaser, that the
Debtor is authorized to pay a commission to Broker through escrow,
and that the Court waives the 14-day stay as set forth in
Bankruptcy Rule 6004(h).
A copy of the Agreement is available at
https://tinyurl.com/2p8wxcms from PacerMonitor.com free of charge.
About Chase Merritt
Chase Merritt Global Fund, LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-10135) on
Jan. 20, 2021. Paul Nguyen, manager, signed the petition. At the
time of the filing, the Debtor disclosed $2.7 million and
liabilities of $1.315 million.
Judge Scott C. Clarkson oversees the case. The Debtor is
represented by the Law Office of W. Derek May.
CLUBHOUSE MEDIA: To Sell $175,500 Convertible Note to ONE44
-----------------------------------------------------------
Clubhouse Media Group, Inc. entered into a securities purchase
agreement, by and between the Company and ONE44 Capital LLC.
Pursuant to the terms of the ONE44 SPA, the Company agreed to issue
and sell, and ONE44 agreed to purchase, a convertible promissory
note in the aggregate principal amount of $175,500. The ONE44 Note
has an original issue discount of $17,500, resulting in gross
proceeds to the Company of $158,000. Pursuant to the terms of the
ONE44 SPA, the Company also agreed to issue 400,000 shares of
restricted common stock to ONE44 as additional consideration for
the purchase of the ONE44 Note.
The ONE44 Note bears interest at a rate of 4% per annum and matures
on Feb. 16, 2023. Interest must be paid in common stock. The
ONE44 Note may be prepaid with the following penalties/premiums:
Prepay Date Prepay Amount
----------- -------------
Less than or equal to 60 days 120% of principal plus accrued
interest
61-120 days 130% of principal plus accrued
interest
121-150 days 140% of principal plus accrued
interest
151-180 days 150% of principal plus accrued
interest
The ONE44 Note may not be prepaid after the 180th day.
ONE44 is entitled, at its option, at any time after the sixth
monthly anniversary of cash payment, to convert all or any amount
then outstanding under the ONE44 Note into shares of common stock
at a price per share equal to 65% of the average of the three
lowest daily VWAPs of the Company's common stock for the 20 prior
trading days, subject to a 4.99% equity blocker and subject to the
terms of the ONE44 Note.
If an Event of Default (as defined in the ONE44 Note) occurs,
unless cured within five days or waived, ONE44 may consider the
ONE44 Note immediately due and payable and interest will accrue at
a rate of 24% per annum, in addition to certain other remedies.
About Clubhouse Media
Las Vegas, Nevada-based Clubhouse Media Group, Inc. operates a
global network of professionally run content houses, each of which
has its own brand, influencer cohort and production capabilities.
The Company offers management, production and deal-making services
to its handpicked influencers, a management division for individual
influencer clients, and an investment arm for joint ventures and
acquisitions for companies in the social media influencer space.
Its management team consists of successful entrepreneurs with
financial, legal, marketing, and digital content creation
expertise.
Clubhouse Media reported a net loss of $2.58 million for the year
ended Dec. 31, 2020, compared to a net loss of $74,764 for the year
ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $1.70
million in total assets, $7.95 million in total liabilities, and
$6.25 million in total stockholders' deficit.
Spokane, Washington-based Fruci & Associates II, PLLC, the
Company's auditor since 2020, issued a "going concern"
qualification in its report dated March 15, 2021, citing that the
Company has net losses and negative working capital, which raise
substantial doubt about its ability to continue as a going concern.
CODE 3 SERVICE: Seeks to Hire Velarde & Yar as New Counsel
----------------------------------------------------------
Code 3 Service, LLC seeks approval from the U.S. Bankruptcy Court
for the District of New Mexico to employ Velarde & Yar, P.C. to
substitute for Michael Daniels, Esq.
The firm will provide these services:
a. render legal advice to the Debtor regarding all aspects of
its Chapter 11 case including, without limitation, meetings of
creditors, claims objections, adversary proceedings, plan
confirmation and all hearing before the court;
b. prepare legal papers, including the Debtor's plan of
reorganization and disclosure statement;
c. assist the Debtor in taking actions required to effect
reorganization under Chapter 11 of the Bankruptcy Code; and
d. perform all legal services necessary or appropriate for the
Debtor's continued operation.
The hourly rates charged by the firm for its services are as
follows:
Attorneys $250 per hour
Paralegals $100 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Gerald Velarde, Esq., a partner at Velarde & Yar, P.C. 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:
Gerald R. Velarde, Esq.
Velarde & Yar, P.C.
4004 Carlisle Blvd NE, #S
Albuquerque, NM 87107
Tel: (505) 248-1828
About Code 3 Service
Code 3 Service, LLC filed its voluntary petition for Chapter 11
protection (Bankr. D. N.M. Case No. 21-11160) on Oct. 12, 2021,
listing as much as $1 million in both assets and liabilities. Judge
David T. Thuma presides over the case.
Velarde & Yar, P.C. and O2 CPA Consulting Group serve as the
Debtor's bankruptcy counsel and accountant, respectively.
COEPTIS EQUITY: Trustee Selling Stockton Property for $325K Cash
----------------------------------------------------------------
Gina Klump, Subchapter V trustee for Coeptis Equity Fund LLC, asks
the U.S. Bankruptcy Court for the Northern District of California
to authorize the sale of the real property of the estate located at
3422 Anne Street, in Stockton, California, for $325,000, cash.
A telephonic or video only hearing on the Motion is set for March
18, 2022, at 10:30 a.m.
On Dec. 10, 2021, Creditor CSMC 2020-BPLI Trust filed a motion for
relief from stay as to the Anne Street property. The Anne Street
property was scheduled for foreclosure prior to the filing of the
instant bankruptcy case. The Trustee objected to the Motion for
Relief from stay because she believed there was equity in the
property. At the hearing on the motion for relief from stay on
Dec. 30, 2021, the court ordered that the Trustee be allowed time
to market and sell the property for the benefit of the bankruptcy
estate, rather than grant relief for Creditor to proceed with its
foreclosure sale.
On Jan. 11, 2022, the Trustee employed Mike Hyles of ReMax 1st
Choice as Broker/Realtor. By the Motion, the Trustee seeks an
order authorizing the sale of the Property; authorizing her to
execute any and all documents necessary to effectuate the sale of
the Property; authorizing the Debtor to pay the usual and customary
share of the closing costs as described in the Purchase Agreement
directly from the sale proceeds; authorizing her to pay CSMC 2020
directly from the sale’s proceeds; authorizing the net sales
proceeds to be placed into the Trustee's blocked account, and
waiving the 14-day state of Federal Rules of Bankruptcy Procedure
6004(h).
The Property is currently occupied by a tenant, Rachel Hines. The
tenant's lease is set to expire at the end of May and the tenant is
expected to vacate the property no later than May 2022. Because
the Debtor's obligation to CSMC 2020 came due before the filing of
the bankruptcy, because CSMC was threatening to foreclose on the
property, and because the Debtor can no longer afford to keep the
property, the Trustee believes that it is in the best interests of
creditors and the estate to sell the Property and use the proceeds
from the sale to pay the creditors of the estate, including the
lien creditor which will stop accrual of interest on the loan.
The property was listed for sale at $310,000. It went on the
market on Jan. 28, 2022. Before the Property was listed with the
Multiple Listing Service, the Broker and the tenant coordinated to
remove trash and clean up the Property. Additionally, the tenant
cooperated to grant access to prospective buyers and several offers
were generated. The Trustee responded to multiple offers on the
property and accepted an all-cash offer, with no contingencies to
sell the property above the listing price for $325,000.
The purchase price equates to $299.00 per square foot. Based on
the unit's condition, its need for major cleaning, remodeling and
the
comparable values, this square footage value is well within the
range of value with other similar property. The Trustee has
determined that this is a fair offer and probably the best the
Bankruptcy Estate is going to obtain at this time.
From the sales price of $325,000, the following will be paid out of
escrow ($278,163 in total): CSMC 2020-BPLI Trust - $254,000 (est.);
Commission/escrow fees - $23,000 (est.); and County Taxes - $1,163
(est.).
Therefore, assuming the payments out of escrow are not increased,
the total amount realized from the sale of Anne Street will be
approximately $46,837. These funds will be held by the Trustee
pending further order of the Court.
Finally, the Movant requests that the stay imposed by FRBP 6004(h)
upon orders authorizing the use, sale or lease of property be
waived under the circumstances of the case. It is in the interest
of creditors and the estate that the sales be consummated as
quickly as possible without any stay pending appeal. It appears to
be no prejudice that will result from the waiver of 14-day stay of
FRBP 6004(h).
About Coeptis Equity
Coeptis Equity Fund, LLC filed a petition for Chapter 11
protection
(Bankr. N.D. Calif. Case No. 21-30726) on Oct. 27, 2021, listing
as
much as $10 million in both assets and liabilities. Marc
Voisenat,
Esq., serves as the Debtor's bankruptcy attorney.
Gina R. Klump is the Subchapter V trustee appointed in the
Debtor's
bankruptcy case. The case is assigned to Judge Dennis Montali.
COMMUNITY ECO: Proposes Bid Procedures for Substantially All Assets
-------------------------------------------------------------------
Community Eco Power, LLC, asks the U.S. Bankruptcy Court for the
District of Massachusetts to authorize the bidding procedures in
connection with the auction sale of substantially all or a
significant portion of its assets.
As set forth in the Sale Motion, CE Pittsfield has determined that
a sale of substantially all or a significant portion of its assets
is likely to maximize the return to its creditors. Additional
background regarding CE Pittsfield, its marketing activities,
material post-petition events, and other information and
disclosures relevant to the Sale Transaction is set forth in the
Sale Motion.
As part of its negotiations with CE Pittsfield regarding the Sale
Transaction, the Buyer has required certain Bid Procedures as a
condition of the Buyer moving forward with the Sale Transaction.
CE Pittsfield also believes that the Bid Procedures will maximize
the value of the estate for the benefit of all stakeholders. For
the avoidance of doubt, the Bid Procedures do not include, and the
Buyer does not seek, a break-up fee or expense reimbursement.
To ensure that its estate receives the highest and best offer for
the Purchased Assets, CE Pittsfield seeks to solicit competing bids
pursuant to the Bid Procedures. The "stalking horse" bid embodied
in the Buyer's LOI will be subject to higher or better offers. If
any such offer is received, in compliance with the Bid Procedures,
the offeror and the Buyer will each have the opportunity to submit
improved bids for the Purchased Assets, including at an auction.
The higher or best offer will be presented to the Court for
approval at the Sale Hearing.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: To be set
b. Initial Bid: All Qualified Bids must exceed the Stalking
Horse Bid in relation to the Purchased Assets by at least $100,000
and must otherwise be on terms that, in the reasonable discretion
of CE Pittsfield, are at least as favorable to CE Pittsfield as the
terms of the Stalking Horse Bid.
c. Deposit: $50,000
d. Auction: If CE Pittsfield receives one or more Qualified
Bids in addition to the Stalking Horse Bid before the Bid Deadline,
CE Pittsfield and its advisors will conduct an auction, via ZOOM,
at (TBD) on (TBD), beginning at (TBD) (ET). CE Pittsfield will
provide ZOOM instructions to eligible participants not less than 24
hours in advance of the Auction.
e. Bid Increments: $50,000
Because a sale of the Purchased Assets is in the best interests of
CE Pittsfield's estate, and because the Bid Procedures are intended
to foster bidding to maximize a return on the Purchased Assets, the
Bid Procedures should be approved by the Court. Further, the
Minimum Overbid and Subsequent Overbid are reasonable and
proportional to the size of the Sale Transaction, and CE Pittsfield
believes they will facilitate productive, orderly bidding before
and at the Auction.
About Community Eco Power
Community Eco Power, LLC and affiliates, Community Eco Pittsfield,
LLC and Community Eco Springfield, LLC, sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Lead Case
No. 21-30234) on June 25, 2021. Their cases are jointly
administered under Community Eco Power, LLC.
On the Petition Date, Community Eco Power disclosed up to $50,000
in assets and up to $10 million in liabilities. Affiliates,
Community Eco Pittsfield and Community Eco Springfield each
disclosed $1 million to $10 million in both assets and
liabilities.
The petitions were signed by Richard Fish, president and chief
executive officer.
D. Sam Anderson, Esq., Adam R. Prescott, Esq., and Kyle D. Smith,
Esq. at Bernstein, Shur, Sawyer and Nelson, PA, serve as the
Debtor's counsel.
CORRY DAVIS: Northpark Buying Canton Property for $4.6 Million Cash
-------------------------------------------------------------------
Corry Davis Marketing, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Texas to authorize the sale of the real
property located at 542 E. Dallas, in Canton, Texas, to Northpark
Storage, LLC, or its assignee for $4.6 million, cash.
Objections, if any, must be filed within 21 days from the date of
service.
The Debtor brings the Motion pursuant to 11 U.S.C. Section
363(b)(1) as a sale of property of the bankruptcy estate other than
in the ordinary course of its business. The sale is also
contemplated under the Debtor's Second Amended Plan of
Reorganization which is pending before the Court.
The Debtor has entered into a written contract with the Buyer to
sell to it or its assignee the real property it owned for the cash
sum of $4.6 million. The property is legal described as being
102.23 acres, a part of the Q. C. Nugent Survey, A-618, and the D.
Towns Survey, A-845, Van Zandt County, Texas.
Prior to the execution of the contract, the Debtor has marketed the
real property through its real estate broker, Allie Beth Allman &
Associates. While the property was shown to several interested
parties, the contract is the only written offer that has been
received by the Debtor for the property which is acceptable. The
financing contingency addendum describes the intent of the Buyer to
seek financing in the amount of $3.45 million. The contract also
includes a 60-day duediligence period during which the Buyer may
terminate the contract and receive back its earnest money.
The Debtor believes the price offered by the Buyer allows the
bankruptcy estate to realize a fair value for the property which
will allow the payment of the claims of all creditors of the
estate.
There are three creditors who hold liens on the property for money
presently owed to such creditors by Debtor. LBC1 Trust holds a
deed of trust lien securing two debts. According to proofs of
claim filed by LBC1 Trust, as of the date of the commencement of
the case, it held claims secured by a lien on the property in the
amounts of $2,903,372.49 and $92,466.67. Van Zandt County, Texas
has filed an amended proof of claim for 2020 and 2021 ad valorem
property taxes on the property in the amount of $162,656.64.
Although he has not filed a proof of claim, Tom Benton Jackson III
holds a judgment lien on the property in the estimated amount of
$60,000 arising from a default judgment taken against the Debtor
less than 10 years ago. The price at which the property is to be
sold is greater than the aggregate value of all liens against the
property. The sales proceeds will be sufficient to pay all secured
claims, priority claims, unsecured claims, and administrative
expenses.
The Debtor seeks authority to sell the property pursuant to the
terms of the contract free and clear of all liens, claims, and
encumbrances, with all liens to attach to the proceeds of sale. It
further seeks authority to pay the claims of LBC1 Trust, Van Zandt
County Appraisal District, and Tom Benton Jackson III for all
principal and interest due them at the closing of the sale in the
event Debtor's Second Amended Plan of Reorganization has not yet
been confirmed by the Court’s order at the time of the closing.
The Debtor further requests that any order approving the Motion
excludes the 14-day stay provided in Bankruptcy Rule 6004(h).
A copy of the Contract is available at https://tinyurl.com/2p8wb78j
from PacerMonitor.com free of charge.
About Corry Davis Marketing
Corry Davis Marketing, Inc., a Canton, Texas-based company engaged
in renting and leasing real estate properties, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No.
21-60280) on July 2, 2021. In the petition signed by Dale Murphy,
president, the Debtor disclosed assets of between $1 million and
$10 million and liabilities of the same range. The Law Offices of
Michael E. Gazette serves as the Debtor's legal counsel.
COVIA HOLDINGS: S&P Upgrades ICR to 'B', Outlook Stable
-------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.-based
industrial minerals and fracking (frac) sand producer Covia
Holdings LLC to 'B' from 'B-'.
At the same time, S&P raised its issue-level rating on the
company's $806 million senior secured term loan due 2026 to 'B'
from 'B-'. The '3' recovery rating reflects its expectation of
meaningful (50%-70%; rounded estimate: 50%) recovery in the event
of default.
The stable outlook reflects S&P's expectation that the company will
consolidate the gains achieved in 2021 over the next 12 months such
that adjusted leverage will remain within 3x-4x range.
S&P said, "The upgrade reflects Covia's solid performance through
the first nine months of 2021 and our expectation of a
consolidation of the gains over the next 12 months, alleviating
prior concerns related to short-term uncertainties and execution
risks following its emergence from bankruptcy in 2020. The
company's nine-month, September 2021 adjusted EBITDA of $199.2
represents an increase of 157% when compared to the same period in
2020. The robust performance is underpinned by a rebound in demand
and spot prices in the energy segment following a recovery in oil
and gas prices. We expect significant volume recovery in the
segment to continue in 2022 as oil prices remain high and we
forecast about a 25% increase in tons sold to 12.3 million.
Additionally, the industrial segment continues to provide a stable
source of revenue, accounting for about 68% of year-to-date
September 2021 revenues. This has changed in previous years when
the volatile energy segment accounted for about 60% of revenues. So
far, Covia has executed its planned course of action, which
included idling of 27 million tons of frac sand capacity, 45%
reduction in selling, general and administrative expenses, and a
refocus on the less cyclical industrial segment for the bulk of
earnings. The solid operating results and our expectations of some
further marginal improvements have mitigated concerns about
execution risk and short-term uncertainties related to
post-bankruptcy operations. We anticipate this trend in performance
will continue in 2022 and 2023, with forecasted EBITDA of $250
million-$300 million and $275 million-$315 million, respectively.
"We expect Covia to generate sufficient cash flows to finance
capital expenditures (capex) and modest share repurchases as part
of its capital restructuring agreement. We forecast cash flow from
operations of $210 million-$240 million in 2022, which is more than
adequate to cover capex of $60 million-$70 million in the same year
and share repurchases of about $25 million - $40 million annually.
The share repurchases were instituted as part of the capital
restructuring to allow certain equity holders, who were former
debtholders, to gradually exit their equity positions. Covia has no
mandatory amortizations due on its $806 million senior secured loan
due 2026 and we expect the company to continue its zero-dividend
policy. Hence, we expect the company to maintain a robust liquidity
cushion to absorb any likely short-term shocks or operational
disruptions without the need to increase its current debt level. We
anticipate leverage will continue to remain in the 3x-4x window
over the next 12-24 months as the company continues to streamline
its operations.
"Covia's high level of projected discretionary cash flows (DCF)
presents the company with financial flexibility. The company's DCF
turned positive in 2021 and we anticipate this trend to continue in
2022 and 2023. Specifically, we expect DCF of $240 million-$280
million over the next 24 months, which could be applied toward debt
reduction. Alternatively, the elevated levels of DCF also offer
Covia opportunities for additional organic and product development
initiatives throughout the year beyond their traditional capex.
These include the Nepheline Syenite plant modernization and the
Mexican plant capacity expansion, which will cater for increased
demand as a result of new industrial customer acquisitions and new
product development initiatives. The company has no near-term
maturity concerns until 2025 when the revolving credit facility
becomes due.
"The stable outlook reflects our expectation that Covia will
maintain and marginally improve upon the positive track record
gained in 2021 as it continues to execute its planned refocus on
the industrial segment. As such, we expect leverage in the range of
3x-4x over the next 12 months.
"We could lower our rating on Covia if current market conditions
reverse sharply, leading to reduced demand in its end markets or if
some unforeseen event resulted in a material reduction of
liquidity. Such scenarios will be consistent with leverage trending
towards 6x."
S&P could raise its rating on Covia in the next 12 months if:
-- Its adjusted leverage falls below 3x; or
-- The company can sustain adjusted leverage in the 3x-4x range
during a period of low oil and gas prices.
Both scenarios must be underpinned by a commitment from the
financial sponsor to keep leverage at those levels.
Environmental, Social, And Governance
E-3 S-2 G-3
S&P said, "Environmental factors are a moderately negative
consideration in our credit rating analysis of Covia Holdings LLC.
Covia mines and supplies raw frac sand to the oil and gas industry
as well as specialized mineral-based products to diversified
industrial end markets. Covia's mining operations are subject to
numerous evolving environmental and health and safety regulations.
Governance factors are a moderately negative consideration. Our
assessment of Covia's financial risk profile as highly leveraged
reflects corporate decision-making that prioritizes the interests
of the controlling owners, in line with our view of the majority of
rated entities owned by private-equity sponsors. Our assessment
also reflects their generally finite holding periods and a focus on
maximizing shareholder returns."
COX BROTHERS: Taps Darnell Law Office as Bankruptcy Counsel
-----------------------------------------------------------
Cox Brothers Machining, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Michigan to employ the
Darnell Law Office as its legal counsel.
The firm's services include:
a. representing the Debtor in its Chapter 11 case and advising
the Debtor as to its rights, duties and powers;
b. preparing and filing all necessary statements, bankruptcy
schedules and other documents, and negotiating and preparing a plan
of reorganization for the Debtor;
c. representing the Debtor at all hearings, meetings of
creditors, conferences, trials, and other proceedings in this case;
and
d. performing other necessary legal services in connection
with the case.
The firm will be paid at the rate of $325 per hour and will be
reimbursed for work-related expenses.
As disclosed in court filings, Darnell Law Office is a
disinterested person within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Donald Darnell, Esq.
Darnell Law Office
8080 Grand St.
Dexter, MI 48130
Tel: 734-424-5200
Fax: 734-786-1605
Email: dondarnell@darnell-law.com
About Cox Brothers Machining
Cox Brothers Machining, Inc., a company in Jackson, Mich., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 22-41255) on Feb. 22, 2022. In the petition signed
by Russell Cox, president, the Debtor disclosed up to $10 million
in both assets and liabilities.
Donald Darnell, Esq., at Darnell Law Office is the Debtor's legal
counsel.
DIAMOND CONSORTIUM: Taps Johnson Law Group as Bankruptcy Counsel
----------------------------------------------------------------
Diamond Consortium Properties II, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Columbia to hire 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 $450 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 Diamond Consortium Properties II
Diamond Consortium Properties II, LLC filed its voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Col.
Case No. 22-00031) on Feb. 22, 2022, listing up to $500,000 in
assets and up to $1 million in liabilities. Judge Elizabeth L. Gunn
oversees the case.
William C. Johnson, Jr., at The Johnson Law Group, LLC serves as
the Debtor's legal counsel.
DIAMOND CONSORTIUM: Taps Van Johnson of Frontier Realty as Realtor
------------------------------------------------------------------
Diamond Consortium Properties II, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Columbia to hire Van Johnson,
a realtor at Frontier Realty Group, LLC.
The Debtor requires a realtor to sell its real property located at
8012 Catherine Ave., Pasadena, Md.
Frontier will receive a 6 percent commission on any sale. The firm
will pay a 3 percent commission to any buyer's agent.
The firm can be reached through:
Van Johnson
Frontier Realty Group LLC
9701 Apollo Drive #401
Upper Marlboro, MD 20774
Phone: +1 301-888-5133
About Diamond Consortium Properties II
Diamond Consortium Properties II, LLC filed its voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Col.
Case No. 22-00031) on Feb. 22, 2022, listing up to $500,000 in
assets and up to $1 million in liabilities. Judge Elizabeth L. Gunn
oversees the case.
William C. Johnson, Jr., at The Johnson Law Group, LLC serves as
the Debtor's legal counsel.
DIOCESE OF CAMDEN: Claimants Accuse Insurers of Stonewalling
------------------------------------------------------------
Leslie A. Pappas of Law360 reports that a committee representing
sexual abuse claimants in the Catholic Diocese of Camden, New
Jersey's Chapter 11 case told a bankruptcy court Thursday, March 3,
2022, that insurers have been stonewalling its requests for
information and refusing to respond to discovery requests.
Michael A. Kaplan of Lowenstein Sandler LLP, the attorney for the
official committee of tort claimant creditors, said four groups of
insurers recently submitted extensive factual declarations from
their attorneys but then refused to allow the committee to take
depositions. "What we've gotten from the insurers is objections,"
Kaplan told U. S. Bankruptcy Judge Jerrold N. Poslusny during the
status teleconference.
About The Diocese of Camden
The Diocese of Camden, New Jersey is a non-profit religious
corporation organized pursuant to Title 16 of the Revised Statutes
of New Jersey. It is the secular legal embodiment of the Roman
Catholic Diocese of Camden, a juridic person recognized under Canon
Law.
The Diocese of Camden sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on Oct. 1, 2020.
Reverend Robert E. Hughes, vicar general and vice president, signed
the petition. In the petition, the Debtor disclosed total assets of
$53,575,365 and liabilities of $25,727,209.
Judge Jerrold N. Poslusny Jr. oversees the case.
The Debtor tapped McManimon, Scotland & Baumann, LLC, as its
bankruptcy counsel, Eisneramper, LLP, as financial advisor, Cooper
Levenson P.A. and Duane Morris LLP as special counsel. Prime Clerk
LLC is the Debtor's claims and noticing agent and administrative
advisor.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee of unsecured trade creditors in the Debtor's Chapter 11
case. The committee is represented by Porzio, Bromberg & Newman,
P.C.
ENERGIZER HOLDINGS: S&P Rates New $250MM Sr. Unsecured Notes 'B'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating to
U.S.-based Energizer Holdings Inc.'s proposed $250 million senior
unsecured notes due in 2027.
The proposed notes will be issued by Energizer Holdings Inc. and
guaranteed by certain domestic subsidiaries of the issuer that
guarantee obligations under the credit agreement. The recovery
rating is '5', indicating creditors could expect modest (10%-30%;
rounded estimate: 10%) recovery in the event of a payment default.
S&P expects the proceeds from the leverage-neutral offering will be
used to repay outstanding borrowings under its revolving credit
facility. Approximately $182.5 million was outstanding as of Dec.
31, 2021. S&P's ratings assume the proposed transaction closes
substantially on the terms presented to them.
S&P said, "Additionally, we affirmed our 'BB' issue rating and '1'
recovery rating (90%-100%; rounded estimate: 90%) on the senior
secured debt following the revolver upsize in January 2022. All of
our other ratings, including our 'B+' issuer and 'B' unsecured
notes ratings, are unchanged. Our '5' recovery rating (10%-30%;
rounded estimate: 10%) on the senior unsecured debt is also
unchanged. The outlook is stable.
"Our ratings on Energizer reflect the near-term dampening profit
environment and our expectation of continued margin pressure in
2022 because of rising transportation, labor, and commodity costs,
notwithstanding healthy organic revenue growth over the past few
quarters. It also reflects Energizer's highly leveraged balance
sheet and our view that leverage is likely to stay above 5x as the
company grapples with supply chain constraints and inflationary
conditions at least through 2022."
ISSUE RATINGS - RECOVERY ANALYSIS
Key analytical factors
The debt capital structure consists of:
-- $500 million senior secured revolver due in 2025;
-- $1.2 billion senior secured term loan B due in 2027;
-- $600 million senior unsecured notes due in 2028;
-- $800 million senior unsecured notes due in 2029;
-- EUR650 million senior unsecured notes due in 2029; and
-- Proposed $250 million senior unsecured notes due in 2027.
Security and guarantee package:
S&P said, "Energizer Holdings Inc. is the borrower of the revolver
and term loan and issuer of the U.S. senior unsecured notes. The
issuer of the euro notes is Energizer Gamma Acquisition B.V. We
view the euro notes as pari passu with the U.S. unsecured notes
because they are guaranteed by Energizer and its restricted
domestic subsidiaries. Most of Energizer's operations and debt are
in the U.S. In the event of an insolvency proceeding, the company
and its subsidiaries would likely file for bankruptcy protection
under the auspices of the U.S. federal bankruptcy court system. We
believe creditors would receive maximum recovery if the company
reorganized instead of liquidated because of Energizer's brand
awareness and established relationships. Therefore, in evaluating
recovery prospects, we assume it continues as a going concern and
arrive at our emergence enterprise value by applying a multiple to
our assumed emergence EBITDA."
Simulated default assumptions
S&P's simulated default scenario considers a default in 2026,
reflecting accelerating volume declines on weak market demand,
heightened competition, client attrition, inefficient research and
product development spending, or the inability to increase prices
sufficiently in an inflationary environment. These factors
significantly deteriorate EBITDA and cash flow, causing a payment
default.
Calculation of EBITDA at emergence:
-- Debt service: $213 million (default year interest plus
amortization)
-- Maintenance capital expenditure: $60 million
-- Default EBITDA proxy: $273 million
-- Cyclicality adjustment: $0 million (0% of default EBITDA
proxy)
-- Preliminary emergence EBITDA: $273 million
-- Operational adjustment: $55 million (20%)
-- Emergence EBITDA: $328 million
S&P's estimate a $1.97 billion gross emergence enterprise value,
which incorporates a 6x multiple to emergence EBITDA; the multiple
is in line with those used for U.S.-based branded nondurable
products issuers.
Simplified waterfall
-- Gross recovery value: $1.97 billion
-- Net recovery value for waterfall after administrative expenses
(5%): $1.87 billion
-- Obligor/nonobligor valuation split: 54%/46%
-- Estimated priority claims: $102 million
-- Value available for first-lien claims: $1.47 billion
-- Estimated first-lien claims: $1.61 billion
--Recovery range: 90%-100% (rounded estimate: 90%)
-- Value available for unsecured claims: $301 million
-- Estimated senior unsecured claims: $2.6 billion
--Recovery range: 10%-30% (rounded estimate: 10%)
EXPRESS GRAIN: Asks Supplemental Order on Bid Procedures for Assets
-------------------------------------------------------------------
Express Grain Terminals, LLC, Express Processing, LLC, and Express
Biodiesel, LLC, and UMB Bank, N.A., jointly ask the U.S. Bankruptcy
Court for the Northern District of Mississippi to supplement its
order approving the bidding procedures in connection with the sale
of substantially all of the Debtors' personal and real property.
The Bid Procedures Order set a bid deadline for Feb. 24, 2022, at
5:00 p.m., and an auction on Feb. 25, 2022. The Bid Procedures
Order provides a general right to credit bid.
On Feb. 16, 2022, the Debtors filed a Motion to Sell Substantially
All of the Assets Owned by Express Grain Terminals, LLC, Free and
Clear of Liens, Claims and Interests, with Liens attaching to
Proceeds of the Sale, Outside the Ordinary Course of Business
("Sale Motion").
In order to resolve UMB's initial objection to the Bid Procedures
Motion, the Debtors and UMB have negotiated credit bidding
procedures to be implemented as part of the proposed sale and
auction. The Proposed Credit Bid Procedures are reflected in the
proposed Supplemental Order (Exhibit A).
In summary, the Proposed Credit Bid Procedures provide clarity and
guidance with respect to how secured creditors effectuate their
rights under 11 U.S.C. Section 363(k). Accordingly, such
procedures under 11 U.S.C. Section 105(a) are a proper use of that
section because it is preserving "an identifiable right conferred
elsewhere in the Bankruptcy Code."
The Movants request that the Court enters the proposed Supplemental
Order and grants such other and further relief as may be just and
proper.
A copy of the Exhibit A is available at
https://tinyurl.com/5x9syeer from PacerMonitor.com free of charge.
About Express Grain Terminals
Greenwood, Mississippi-based Express Grain Terminals, LLC,
produces
soy products such as oil and biodiesel.
Express Grains Terminals and its affiliates, Express Biodiesel,
LLC
and Express Processing, LLC, sought Chapter 11 protection (Bankr.
N.D. Miss. Lead Case No. 21-11832) on Sept. 29, 2021. At the time
of the filing, Express Grains Terminals listed up to $50 million
in
assets and up to $100 million in liabilities. Judge Selene D.
Maddox oversees the cases.
The Law Offices of Craig M. Geno, PLLC, is the Debtors' legal
counsel.
UMB Bank, N.A., the Debtors' lender, is represented by Spencer
Fane LLP.
FIRST TO THE FINISH: Wins Cash Collateral Access Thru April 8
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Illinois has
authorized Michael E. Collins, Chapter 11 Trustee for First to the
Finish Kim and Mike Viano Sports Inc., to use cash collateral on an
interim basis.
The Trustee requires the use of cash collateral to minimize the
disruption of the Debtor's business, operate the business in an
orderly manner, maintain business relationships with vendors,
suppliers, and customers, pay employees, and satisfy other
operational as well as working capital needs.
CNB Bank & Trust, N.A., Nike USA, Inc., and the Bank of Springfield
have asserted a perfected security interest in the Debtor's
bankruptcy estate.
Judge Laura K. Grandy approved the parties' stipulation, and
accordingly authorized the Trustee to use the cash collateral for
the period through and including the termination date, solely in
accordance with the budget, with a 10% variance.
The termination date will be the earlier of (i) April 8, 2022 (ii)
the entry of an Order, on a "final" basis approving the Trustee's
use of cash collateral; (iii) five business days after notice by
any Secured Lender to the Trustee of any "Termination Event,"
unless within the five business day-period the Trustee has cured
the Termination Event or unless waived by that Secured Lender, (iv)
the date of the dismissal of the Debtor's bankruptcy case or the
conversion of the Debtor's bankruptcy case to a case under Chapter
7 of the Code, (v) the date a sale of substantially all of the
Estate's assets is consummated after being approved by the Court,
(vi) the effective date of any confirmed chapter 11 plan.
As adequate protection, the Secured Lenders will be granted access
to examine the books and records of the Debtors and take inventory
of the bankruptcy estate assets. In addition, the Secured Lenders
are granted valid and perfected security interests in and lies,
including replacement liens, on all property of the estate, to the
extent of diminution in value of the Secured Lenders' interest in
the prepetition collateral. The Secured Lenders will also have
administrative expense claims against the Debtor's estate.
As further adequate protection, the Chapter 11 Trustee will take
reasonable steps to preserve any and all rights of the Estate in
FTTF Health Supply, LLC from the sale of personal protective
equipment and related items; and seek documentation regarding any
receivables held by FTTF Health Supply, Inc. The Trustee will
provide a copy of any such documentation to the Secured Lenders.
The liens and claims granted to the Secured Lenders are subject to
the carve-out of up to $100,000 for fees owed to the U.S. Trustee;
and fees and expenses incurred by the Case Trustee, his
professionals, and the Debtor's professionals.
The Adequate Protection Liens and the 507(b) claims are valid,
perfected, enforceable, and effective as of the Petition Date
without the need for any further action by the Trustee, the Secured
Lenders, or the necessity of execution or filing of any instruments
or agreements.
A final telephonic hearing on the matter is scheduled for April 7
at 9 a.m.
A copy of the order and the Debtor's budget for the period from
January to March 2022 is available for free at
https://bit.ly/3MhWddK from PacerMonitor.com.
The Debtor projects $200,000 in budgeted cash receipts and
$201,112.61 in total cash disbursements for February 2022.
About First to the Finish Kim
and Mike Viano Sports Inc.
First to the Finish Kim and Mike Viano Sports Inc. sells sporting
goods, hobbies, and musical instruments.
First to the Finish Kim and Mike Viano Sports filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Ill. Case No. 20-30955) on October 7, 2020. The petition was
signed by Mike Viano, president. At the time of filing, the Debtor
estimated $1 million to $10 million in both assets and
liabilities.
Judge Laura K. Grandy oversees the case.
The Debtor is represented by Carmody MacDonald P.C.
The Chapter 11 Trustee, Michael E. Collins, is represented by
Manier & Herod, P.C.
CNB Bank & Trust, N.A., as secured lender, is represented by Silver
Lake Group, Ltd. Nike USA, Inc., also a secured lender, is
represented by A.M. Saccullo Legal, LLC.
FLORESDREAM LLC: Gets OK to Hire Lentz Law as Bankruptcy Counsel
----------------------------------------------------------------
Floresdream, LLC received approval from the U.S. Bankruptcy Court
for the District of Nebraska to employ Lentz Law, PC, LLO to serve
as legal counsel in its Chapter 11 case.
The firm's services include:
a. giving legal advice with respect to the powers and duties
of the Debtor in the reorganization of its business;
b. meeting with and negotiating with creditors as to the
Debtor's estate, affairs and business;
c. taking any necessary actions to set aside preferences of
transfers, which may qualify to be avoided or set aside under the
Bankruptcy Code;
d. taking other actions which are deemed by the firm as
ordinary and necessary in the course of the Debtor's bankruptcy
proceedings;
e. representing the Debtor in adversary proceedings filed in
court by creditors or those required to be filed for the protection
and preservation of property of the estate;
f. preparing legal papers; and
g. performing all other necessary legal services.
The firm received a retainer in the amount of $8,000.
John A. Lentz, Esq.
As disclosed in court filings, Lentz Law does not represent
interests adverse to the Debtor and its estate.
The firm can be reached through:
John A. Lentz, Esq.
Lentz Law, PC, LLO
650 J St., Ste 215B
Lincoln, NE 68508
Phone: +1 402-421-9676
Email: john@johnlentz.com
About Floresdream LLC
Floresdream, LLC sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. D. Neb. Case No. 22-80046) on Jan. 24,
2022, listing up to $50,000 in assets and up to $100,000 in
liabilities.
Judge Brian S. Kruse oversees the case.
John A. Lentz, Esq. at Lentz Law, PC, LLO serves as the Debtor's
legal counsel.
FORTEM RESOURCES: Wins More Time to File Chapter 11 Plan
--------------------------------------------------------
Fortem Resources, Inc. has been given more time to file its plan
for emerging from Chapter 11 protection.
Judge Natalie Cox of the U.S. Bankruptcy Court for the District of
Nevada extended the exclusivity period for the company to file a
Chapter 11 plan through and including the date that is 14 days
after the entry of court orders resolving the motion filed by the
Securities and Exchange Commission to convert the company's Chapter
11 case to one under Chapter 7; and the motion filed by the company
to obtain a $400,000 post-petition financing from Pimee Energy,
Inc.
The bankruptcy judge also extended the period to solicit
acceptances for the plan through and including the date that is 60
days after the plan filing deadline.
About Fortem Resources
Fortem Resources (TSXV:FTM, OTCQB:FTMR) is a Las Vegas-based
company engaged in the acquisition, exploration and development of
oil and gas properties.
Fortem Resources filed a petition for Chapter 11 protection (Bankr.
D. Nev. Case No. 21-14823) on Oct. 6, 2021, listing as much as $10
million in both assets and liabilities. Marc A. Bruner, chief
executive officer of Fortem Resources, signed the petition.
Judge Natalie M. Cox oversees the case.
The Debtor tapped Brett A. Axelrod, Esq., at Fox Rothschild, LLP as
bankruptcy counsel; Clark Wilson, LLP as special counsel; and
Michael Waldkirch & Company, Inc. as accountant.
FRANZEN FOREST: Gets OK to Hire Snyder Tax Service as Accountant
----------------------------------------------------------------
Franzen Forest Products, Inc. received approval from the U.S.
Bankruptcy Court for the Western District of Wisconsin to hire
Snyder Tax Service as its accountant.
The firm's services include the preparation of tax returns and
monthly operating reports, bookkeeping and other services required
for the Debtor's Chapter 11 estate.
The firm will receive a flat fee of $250 per month as compensation.
As disclosed in court filings, Snyder is a disinterested person
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Carolyn Snyder, EA
Snyder Tax Service
213 W Miner Ave W.
Ladysmith, WI 54848
Phone: +1 715-532-3100
Email: snydertaxservice@centurytel.net
About Franzen Forest
Franzen Forest Products, Inc. filed a petition for Chapter 11
protection (Bankr. W.D. Wis. Case No. 21-12579) on Dec. 30, 2021,
listing up to $1 million in both assets and liabilities. Andrew
Franzen, vice president, signed the petition.
Judge Catherine J. Furay oversees the case.
The Debtor tapped Greg P. Pittman, Esq., at Pittman & Pittman Law
Offices, LLC as legal counsel and Snyder Tax Service as accountant.
FREDDY SIDI, JR: Arnolds Offer to Buy Miami Homestead for $1.3MM
----------------------------------------------------------------
Freddy Sidi, Jr., asks the U.S. Bankruptcy Court for the Southern
District of Florida to authorize the sale of his homestead located
at 2020 N Bayshore Dr. #2506, in Miami, Florida 33137-5170, to
Cecile Lee Arnold and Benjmin Ross Arnold for $1.3 million, free
and clear of liens, claims, encumbrances, and interests.
An amended Plan has been filed Oct. 28, 2021 and is out for
solicitation and confirmation providing for the payment of the
secured creditors through a sale of the subject property, as well
as a carve out for unsecured creditors. The sale is therefore
required to fund the plan. The Court authorized, as Real Estate
Broker in this Employ Alexandra Goeseke PA of Cervera Real Estate
Inc. The broker and the Debtor believe the offer is higher and
better than other offers received, the Buyers are preapproved for
financing.
The property is owned by the Debtor and is encumbered by Mortgages
in favor of secured creditors Regions Bank for $314,445.31 and a
second mortgage to B.G.I. Capital for $550,000. Those mortgages
and any taxes would be paid at closing, along with broker's
commissions and costs of sale.
The Debtors, in the exercise of reasonable business judgment, has
determined that the most effective way to gain the value of the
Assets for the benefit of its creditors is to conduct a sale for
$1.3 million in accordance with the contract. He also believes
that it is imperative that it promptly move forward. In addition,
because the Debtor has little to no liquidity to pay creditors, he
has no choice but to sell the Assets in an expedited manner in
order to preserve and maximize the value of its estate.
Accordingly, the motion is consistent with the Debtor's need to
expedite the sale process, and with the business judgment that the
offer is the highest or best offer for the Assets.
The Debtor seeks to have a Sale scheduled for the time of the
hearing.
As described, time is clearly of the essence, due to requirements
of the Buyers. Since the closing of the Sale promptly is of
critical importance, the Debtor requests that the Court waives the
14-day stay period under Bankruptcy Rules 6004(h).
A copy of the Contract is available at https://tinyurl.com/2p8u5yz4
from PacerMonitor.com free of charge.
Freddy Sidi, Jr. sought Chapter 11 protection (Bankr. S.D. Fla.
Case No. 21-12059) on March 1, 2021. The Debtor tapped Joel
Aresty, Esq., as counsel.
GEO GROUP: Moody's Lowers CFR to Caa1 & Alters Outlook to Negative
------------------------------------------------------------------
Moody's Investors Service has downgraded GEO Group, Inc.'s ratings,
including its corporate family rating and senior unsecured debt
ratings to Caa1 from B2. The company's senior secured credit
facility was downgraded to B3 from B1. Concurrently, the company's
rating outlook was revised to negative from stable.
The rating actions reflect the potential risk of a distressed
exchange offer in order to restructure existing debt given
uncertainties related to access to capital and the capacity to
refinance near-term maturities.
Rating downgrades:
Issuer: GEO Group, Inc.
Corporate family rating to Caa1 from B2
Senior unsecured debt to Caa1 from B2
Senior unsecured debt shelf to (P)Caa1 from (P)B2
Senior secured bank credit facility to B3 from B1
Ratings changed:
Issuer: GEO Group, Inc.
Speculative grade liquidity rating to SGL-4 from SGL-3
Outlook actions:
Issuer: GEO Group, Inc.
Outlook revised to negative from stable
RATINGS RATIONALE
The downgrade of GEO's corporate family rating and senior unsecured
debt ratings to Caa1 reflects the company's announcement of a
potential restructuring of its capital structure, which -- if
executed -- would be viewed by Moody's as a distressed exchange,
which would imply a moderate loss for its current bond holders and
have the effect of helping to avoid a likely eventual default.
GEO's outstanding senior unsecured notes include $259 million due
2023, $225 million due 2024, and $580 million due 2026.
Additionally, outstanding amounts totaling approximately $1.5
billion under its senior secured revolving credit facility come due
in 2024. The proposed transaction will result in material
refinancing (assuming full consent to the restructuring from
existing bond holders) through a combination of par exchanges,
maturity extensions and ranking changes. Moody's regards the
transaction, which could lead to diminished value for existing bond
holders, as a means for GEO to address the refinancing of upcoming
maturities and to avoid a disorderly default on its current debt
structure, given uncertainty related to access to capital. Moody's
note that GEO maintains steady operating performance and an
adequate financial credit profile for the rating category. Despite
ESG concerns related to corporate governance and refinancing risk,
GEO remains committed to allocating capital and excess cash flows
to pay down debt and reduce leverage, largely supported by the
company's decision to revise its corporate tax structure and
discontinue its REIT status in 2021.
The negative outlook reflects the possibility of a downgrade if the
proposed debt restructuring could not be executed as planned,
resulting in a lower recovery for creditors.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A downgrade of GEO's ratings could occur should the issuer default
on its debt obligations, or if recovery expectations on its debt
instruments were to weaken further.
An upgrade of GEO's ratings is unlikely before the potential
execution of its debt restructuring, upon which Moody's will take
into account the issuer's repositioned capital structure and
balance sheet, combined with the stability and growth in its
operating performance.
The principal methodology used in these ratings was REITs and Other
Commercial Real Estate Firms Methodology published in July 2021.
GEO Group, Inc. (NYSE: GEO) is a leading provider of government
outsourced services focused on the management and ownership of
correctional facilities, processing centers, reentry and
residential community-based and youth services to Federal, State,
and local governments in the United States, Australia, South Africa
and the United Kingdom.
GEX MANAGEMENT: Sells $137,500 Convertible Note to JSC
------------------------------------------------------
The Board of Directors of Directors of GEX Management, Inc.
resolved to file additional disclosures related to a convertible
note transaction executed in Q3 2021, in order to satisfy certain
covenant requirements related to the note.
On Aug. 9, 2021, GEX Management, Inc., in the ordinary course of
its business and pursuant to its ongoing plan of operations to fund
its business by the use of convertible note transactions, entered
into a Securities Purchase Agreement) with Jefferson Street
Capital, LLC, an institutional investor and the lead investor dated
Aug. 9, 2021.
Pursuant to the terms of the SPA, the company issued and sold to
JSC an 8% senior convertible note dated Aug. 9, 2021 in the
principal amount of $137,500, due and payable on Aug. 9, 2022.
About GEX Management
GEX Management -- http://www.gexmanagement.com-- is a management
consulting company providing Strategy and Enterprise Technology
Consulting solutions to public and private companies across a
variety of industry sectors.
GEX Management reported a net loss of $224,947 in 2020, a net loss
of $100,200 in 2019, and a net loss of $5.10 million in 2018. As
of Sept. 30, 2021, the Company had $3.25 million in total assets,
$4.99 million in total liabilities, and a total shareholders'
deficit of $1.74 million.
GOOEE LLC: Foreign Rep Selling US Assets to Aurora for $25K Cash
----------------------------------------------------------------
Philip Watkins, in his capacity as the joint foreign representative
of Gooee LLC, asks the U.S. Bankruptcy Court for the Middle
District of Florida to authorize the sale of the assets of Gooee
LLC ("Gooee US") to Aurora Proptech Limited for $25,000 in cash.
Prior to the filing of the Petition for Recognition, the Foreign
Representative's firm, FRP Advisory Trading Limited, undertook an
extensive and robust marketing process for the assets of Gooee UK
and, to the extent it had any to sell, Gooee US. Ultimately, the
efforts failed to locate a third party willing to make an
acceptable offer to purchase the assets of either Gooee Limited
("Gooee UK") or (if any) Gooee LLC ("Gooee US"). The efforts of
the Foreign Representative did yield the Agreement for Sale, which
proposes to sell the assets of Gooee UK and (if any) Gooee US to
Proptech (an affiliate of Gooee UK's secured lender, and affiliate,
Aurora).
The Agreement for Sale will maximize the value of Gooee US' assets,
if any exist, which value is derived entirely from the sale and
value of Gooee UK's assets, and is in the best interest of Gooee
US' creditors. Accordingly, the Court should grant the Sale Motion
and approve the sale of Gooee US’s assets (if any) pursuant to
the Agreement for Sale.
Gooee UK was, before entering Administration, a manufacturer of
smart building technology, whose registered office is located at
2nd floor 110 Cannon Street, London, EC4M 6EU in the United
Kingdom. Gooee UK is the 100% equity owner and authorized member
of Gooee US. Gooee US was largely responsible for providing
development and customer support services for Gooee UK as well as
assisting with backend support for Gooee UK’s products. This
included maintenance and support for the effective operation of
certain of Gooee UK’s intellectual property ("IP").
Gooee US formerly maintained an office at 360 Central Avenue, Suite
950, St. Petersburg, Florida 33701. However, prior to the filing
of the Petition, Gooee US abandoned the Former US Office and no
longer has employees, business operations or a formal presence in
the United States of America.
On June 18, 2021 Gooee US (acting by Gooee UK as 100% equity owner)
filed an application for an administration order in England
pursuant to the Insolvency Act 1986 and seeking the appointment of
Philip Watkins and Philip Lewis Armstrong as joint administrators
of Gooee US. And on June 25, 2021 the High Court of Justice of
England and Wales granted the Administration Order, approving the
administration of Gooee US and appointing Philip Watkins and Philip
Lewis Armstrong as the Administrators over Gooee US effective as of
2:55 p.m. on June 25, 2021. The Joint Administrators act as agents
of Gooee UK and Gooee US without personal liability.
Prior to entering Administration, the Foreign Representative's
firm, FRP Advisory Trading Limited, had begun exploring a sale of
the business operations and assets of Gooee UK and, to the extent
it had any to sell, Gooee US. After conducting an extensive
marketing process, which continued after Gooee UK and Gooee US
entered Administration, with a view to obtain the highest and best
offer for Gooee UK and its assets, Gooee UK was unable to
consummate a sale with any completely unrelated third party. Gooee
UK had multiple interested parties, but ultimately none wished to
move forward to a closing. Eventually Aurora Proptech Limited (an
affiliate of Gooee UK's secured lender, and affiliate, Aurora
Limited), offered to purchase certain assets of Gooee UK and (if
any) Gooee US. Aurora is an affiliate as Andrew Johnson is the
ultimate majority shareholder of Gooee UK and Aurora.
Subsequently, in October 2021 the Administrators were approached by
Sky View Capital LLC who indicated an interest in acquiring Gooee
UK's IP and specifically some or all of its patents. Sky View's
initial offer was rejected by the Administrators, as was an
increased offer made on Nov. 9, 2021 as it was not an improvement
on the offer made by Proptech. In order to obtain a final position
between Sky View and Proptech, the Administrators asked for best
and final bids by the end of November 2021. Proptech increased its
offer to US $500,000 and Sky View increased its offer to US
$161,000. The Administrators therefore intend to proceed with the
Sale to Proptech, and at the time of filing this Sale Motion Gooee
UK and Gooee US and Proptech have agreed in principle to the terms
of the Sale, which is to include all the IP, including any
intellectual property that may be held by Gooee US ("IP Assets").
Terms have been agreed, save that Aurora's secured lenders must
approve the Sale and authorize Aurora to release its security over
Gooee UK's IP assets. Conditional agreement to the Sale has been
given by the secured lenders, subject only to the Sale Motion being
granted. In that event the parties will execute the Sale documents
and complete the Sale.
Based upon the documentation and operations of the two Gooee
entities, it is unclear if Gooee US owns any of the IP Assets.
Gooee UK has certain documents that indicate it is the owner of any
IP assets that Gooee US may have developed. US intellectual
property law,
however, clouds the issue and creates some arguments that certain
IP assets might belong to Gooee US.
Ultimately, however, all of the Gooee US Assets are inextricably
linked to the Gooee UK assets and any IP assets that are owned by
Gooee US exist primarily to support the Gooee UK assets. The IP
Assets are a cloud based "SaaS" (Software-as-a-Service) "IOT"
(Internet of Things) building intelligence platform ("Cloud
Platform"). The Cloud Platform relates to the regulation and
control of temperature and lighting in commercial premises.
Certain intellectual property rights and source code known as
"Buildview," "Lightview," and "the Meshview" were developed by
employees of Gooee UK and, potentially in some respects by
employees of Gooee US.
Employees of Gooee US have particularly been involved in the
development of the Cloud Platform and an interface between the
Buildview system and the Cloud based management of the Buildview
system and Meshview which is integral to its successful operation.
While
valuable as a full unit, the individual components that comprise
the IT have little to no independent value.
The Sale provides that Proptech is to purchase certain intellectual
property rights and other assets of Gooee UK and (if any) Gooee US.
In consideration for the transfer of those assets, Proptech will:
A. in relation to any assets pertaining to Gooee UK, pay the
sum of:
i. £349,999, satisfied in accordance with: 1. clauses
3.3 to 3.10 of the agreement for sale of assets to be made between
(1) Gooee UK, (2) Gooee US, (3) the Administrators as joint
administrators of both Gooee UK and Gooee US; and (4) Proptech; and
2. a letter from Aurora addressed to the Administrators relating to
the distributions it would be entitled to upon completion of the
Sale which provides for payment of part of the consideration due to
Gooee UK; and
ii. the further sum of £1, satisfied in accordance with
clause 3.1.2 of the Agreement for Sale;
B. pay Value Added Tax arising on the sale in the sum of
£70,000;
C. assume all other obligations under the Agreement for Sale;
and
D. in relation to any assets pertaining to Gooee US, pay the
sum of $25,000 in cash that will be distributed in full to and for
the benefit of Gooee US' creditors. In order to preserve the value
of the US assets, Aurora has agreed to pay for the costs and
expenses of Gooee US' administration in full (subject to a fixed
limit which can be extended by Aurora) on an ongoing basis.
In conclusion, the Sale represents the best avenue for maximizing
returns to the creditors of Gooee US, located both in the United
States of America and abroad. After conducting an extensive
marketing process for the assets of Gooee US and Gooee UK and
obtaining the consent of all parties with an interest in the US
Assets, the Foreign Representative, in the exercise of his business
judgment, has determined that the Sale represents the highest and
best offer for the US Assets and is in the best interest of
creditors because the US Assets are valueless if independent from
the assets of Gooee UK.
Wherefore, the Foreign Representative respectfully requests that
the Court: (1) grants the Sale Motion; (2) approves the sale of the
US Assets pursuant to the Agreement for Sale; (3) waives sthe
14-day stay requirement of Federal Rules of Bankruptcy 6004(h) and
6006(d); and (4) grants all such further relief the Court deems to
be just and proper.
A copy of the Agreement is available at
https://tinyurl.com/2s9m2ank from PacerMonitor.com free of charge.
Counsel for Foreign Representative:
Scott A. Underwood, Esq.
Adam Gilbert, Esq.
UNDERWOOD MURRAY, P.A.
Regions Building
100 North Tampa St., Suite 2325
Tampa, FL 33602
Telephone: (813) 540-8401
Facsimile: (813) 553-5345
E-mail: sunderwood@underwoodmurray.com
agilbert@underwoodmurray.com
The bankruptcy case is In re: GOOEE LLC, Case No. 8:22-bk-00697
(Bankr. M.D. Fla.).
GUARDION HEALTH: Closes $11 Million Public Offering
---------------------------------------------------
Guardion Health Sciences, Inc. has closed a previously announced
public offering of 37,000,000 shares of its common stock (or common
stock equivalents in lieu thereof), Class A warrants to purchase up
to 37,000,000 shares of its common stock and Class B warrants to
purchase up to 37,000,000 shares of its common stock for gross
proceeds of approximately $11.1 million prior to deducting
placement agent fees and offering expenses.
The price to the public for a share of common stock (or common
stock equivalents in lieu thereof) and related Class A warrant and
Class B warrant was $0.30. The Class A warrants have an exercise
price of $0.37 per share and expire on the fifth anniversary of the
date of issuance. The Class B warrants have an exercise price of
$0.37 per share and expire eighteen months from the date of
issuance.
Roth Capital Partners acted as the lead agent and Maxim Group LLC
acted as co-agent for the proposed public offering.
Guardion intends to use the net proceeds from the offering for
working capital and general corporate purposes.
About Guardion Health Sciences
Headquartered in San Diego, California, Guardion --
http://www.guardionhealth.com-- is a specialty health sciences
company that develops clinically supported nutrition, medical foods
and medical devices, with a focus in the ocular health marketplace.
Located in San Diego, California, the Company combines targeted
nutrition with innovative, evidence-based diagnostic technology.
Guardion Health reported a net loss of $8.57 million for the year
ended Dec. 31, 2020, a net loss of $10.88 million for the year
ended Dec. 31, 2019, and a net loss of $7.77 million for the year
ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $38.61
million in total assets, $1.97 million in total liabilities, and
$36.64 million in total stockholders' equity.
HERITAGE RAIL: Trustee Selling 3 Rail Cars to Fort Wayne for $195K
------------------------------------------------------------------
Tom Connolly, the Chapter 11 Trustee of Heritage Rail Leasing, LLC,
asks the U.S. Bankruptcy Court for the District of Colorado to
authorize him to sell the following three rail cars to Fort Wayne
Railroad Historical Society, Inc., for $65,000 each, subject to
higher and better bids: SLRG 132 (Lock Haven Inn), SLRG 140 (Tyrone
Inn), and SLRG 146 (Bucyrus Inn).
Heritage owns rail cars, locomotives, rolling stock and equipment
that it used in connection with its rail car leasing business. The
Trustee has continued to respond to inquiries from prospective
purchasers of Heritage's assets. After considering available
options within the context of the current economic environment and
the status of Heritage's operations, the Trustee determined in its
business judgment to sell certain of Heritage's rolling stock to
Fort Wayne the Assets, subject to higher and better bids.
After arms'-length negotiations, the Trustee negotiated a sale of
the Assets to Fort Wayne for an aggregate purchase price of
$195,000 on the terms set forth in the Motion and in the purchase
agreement, subject to higher and better bids. Fort Wayne will
accept the Assets at closing on an "as is, where is" basis. The
sale will be free and clear of all liens, claims and encumbrances.
The closing will occur on the first business day upon which court
approval provided is effective and not subject to a stay, or upon
such other day upon which the parties reasonably agree.
The Mississippi Department of Transportation ("MDOT") asserts that
it holds a perfected priority security interests in the Assets.
MDOT holds its security interest as collateral for an obligation
owed and being serviced by Grenada Railroad, LLC. MDOT intends to
retain its first priority position with respect to the Assets or
the proceeds thereof until Grenada Railroad, LLC has fully
satisfied the obligation.
To accomplish a sale of the Assets free and clear of MDOT's
interest under 363(f) of the Bankruptcy Code, the Trustee has
agreed that MDOT will retain its first priority position with
proceeds of the sale of the Relevant Asset until Grenada Railroad,
LLC has fully satisfied the obligation owed to MDOT. MDOT has
consented to the sale of the Assets by the Trustee on the following
terms. The Trustee will place the net proceeds from the sale in a
separate collateral account and the security interests of MDOT will
attach to the funds in the account. The Trustee will hold all the
net proceeds in the separate collateral account until such time as
Grenada Railroad, LLC has fully paid (or otherwise fully secured to
MDOT's satisfaction) the obligation owed to MDOT. Once the
obligation to MDOT has been satisfied (or otherwise fully secured
to MDOT's satisfaction), the Trustee is authorized to allocate 100%
of the net sale proceeds to the Heritage estate.
Upon information and belief of the Trustee, the Assets are not
otherwise subject to any security interest, claim or lien, other
than a potential storage lien. The Trustee requests authorization
to pay storage fees from the applicable sale proceeds.
The Trustee has investigated the fair market value of the Assets by
speaking with industry sources, persons familiar with the Assets
and MDOT. Based on this investigation, he has determined that the
Fort Wayne Purchase Price represents fair market value. The
Trustee now seeks authority to further market-test the transaction
contemplated by the Purchase Agreement to obtain the highest or
best offer for the Assets.
The Trustee does not believe that Court-approved formal bidding
procedures or a break up fee are needed in light of the simplicity
of the proposed transaction. Instead, he asks that any competing
bids for any or all of the Assets be received by the deadline to
object to this Motion. Any parties submitting a competing bid that
wish to inspect the Assets will be required to comply with all
relevant inspection procedures and pay any necessary inspection
fees. If any objections or competing bids are received, the
Trustee will hold an auction and bidding can occur at that auction.
Any competing bid for any or all of the Assets should be on the
same terms as the Purchase Agreement (other than the purchase
prices) and may be required to be accompanied by a 5% earnest money
deposit and show ability to close. Initial overbids must be at
least 5% more than the Fort Wayne Purchase Price.
The Trustee respectfully submits that it is in the best interest of
the Heritage estate to close the sale of the Assets as soon as
possible after all closing conditions have been met or waived.
Accordingly, he requests that the Court waives the 14-day stay.
About Heritage Rail Leasing
Heritage Rail Leasing, LLC leases rail rolling stocks, locomotives
and track equipment.
On Aug. 21, 2020, Portland Vancouver Junction & Railroad Inc.,
Vizion Marketing LLC and D.L. Paradeau Marketing LLC filed a
Chapter 11 involuntary petition against Heritage Rail Leasing. The
creditors are represented by Michael J. Pankow, Esq., at
Brownstein
Hyatt Farber Schreck, LLP.
Judge Thomas B. McNamara oversees the case.
L&G Law Group LLP and Moglia Advisors serve as the Debtor's legal
counsel and restructuring advisor, respectively. Alex Moglia of
Moglia Advisors is the Debtor's chief restructuring officer.
On Oct. 19, 2020, the Office of the U.S. Trustee appointed a
committee to represent unsecured creditors in the Debtor's Chapter
11 case. The committee is represented by Goldstein & McClintock
LLLP and the Law Offices of Douglas T. Tabachnik, P.C.
On Oct. 28, 2020, the Court approved the appointment of Tom H.
Connolly as the Debtor's Chapter 11 trustee. The trustee tapped
Brownstein Hyatt Farber Schreck, LLP as his counsel.
HK FACILITY: Amends Unsecured Claims Pay Details
------------------------------------------------
HK Facility Services, Inc., submitted a Third Amended Plan of
Reorganization which proposes to pay creditors from future revenues
generated by the Debtor's business.
Generally, the Plan provides that all administrative creditors will
be paid in full on the Effective Date of the Plan (which is 60 days
after the Order confirming the Plan) unless otherwise agreed.
Secured claims with liens on vehicles will continue to be paid in
accordance with the terms of their contracts. Secured claims with
UCC liens will be paid 100% of their allowed claims. Unsecured
claims will receive 100% of the amount of their allowed claims.
Payments to secured and unsecured claims shall begin 30 days after
the effective date of the plan. Plan term is estimated to be 60
months.
Class 2 consists of Secured Claims with UCC Liens. The Debtor
proposes to pay $5,000.00 monthly, with each secured creditor to
receive a pro-rata share of said $5,000.00 each month until all
five claims have been paid in full. At $5,000.00 per month, it is
estimated that all Class 2 creditors will be paid in 30 months.
Class 2 Claims are impaired.
Class 3 consists of Unsecured claims. The Debtor proposes to pay
$2,500.00 monthly, with each unsecured creditor to receive a pro
rata share of said $2,500.00 each month until all six claims have
been paid in full. At $2,500.00 per month, then increasing to
$7,500.00 per month, it is estimated that all Class 3 creditors
will be paid in 44 months. Payments shall begin 30 days after
payment in full of the Class 2 claims. Class 3 Claims are
impaired.
The Plan is a 44 month plan. The final Plan payment will be in
approximately January 2026.
The value of the company rests with the owner and the continued
operations of the Debtor. As a result, creditors will derive the
most benefit from allowing the Debtor to restructure and generate
income to satisfy the payments under the Plan.
A full-text copy of the Third Amended Plan of Reorganization dated
Feb. 28, 2022, is available at https://bit.ly/3tliM8S from
PacerMonitor.com at no charge.
Attorneys for Debtor:
Joseph Wrobel, Esq.
Joseph Wrobel, Ltd.
206 1954 First Street
Highland Park, IL 60035
Tel: (312) 781-0996
Email: josephwrobel@chicagobankruptcy.com
About HK Facility Services
HK Facility Services, Inc., provides janitorial services to
businesses and apartment buildings. Founded in 2016, HK Facility
operates its business at 3209 N. Wilke Road, Suite 112, Arlington
Heights, Ill.
HK Facility filed a petition for Chapter 11 protection (Bankr. N.D.
Ill. Case No. 21-10458) on Sept. 9, 2021, listing up to $50,000 in
assets and up to $500,000 in liabilities. Hugh McGuirk, president
of HK Facility, signed the petition.
Joseph Wrobel, Ltd. is the Debtor's bankruptcy counsel.
HOME REALTY: Trustee Selling Breckenwood Property for $55K Cash
---------------------------------------------------------------
Bettye Bedwell, Chapter 11 liquidating trustee for Home Realty
Company of Memphis, Inc., asks the U.S. Bankruptcy Court for
Western District of Tennessee to authorize the sale of the parcel
of real property known as 5344 Breckenwood, Memphis Shelby County,
Tennessee 38127, Parcel No. D0134W0D000380, to Terry Harris for
$55,000, cash.
The Debtor is the fee simple owner of the Property. Said property
has a tax appraised value of $47,700 and an outstanding tax lien
owing thereon to the Shelby County Trustee in the approximate
amount of $411.41.
The Trustee employed Millard Ray Archer of Real Estate Mart of
Tennessee as her real estate agent. An "all cash" offer for the
purchase of the subject property in the amount of $55,000 in "as
is" condition, contingent upon obtaining the approval of the Court
has been tendered by the Buyer.
The Trustee believes consummation of the sale of the property is in
the best interest of the estate.
He asks authority to execute such documents, including Deeds and
easement grants and to do such things as may be necessary to
effectuate and consummate the agreement including the payment of
fees, title premiums, attorney fees, and the costs and expenses of
closing.
Finally, the Trustee asks the Court to waive the stay provisions of
Fed. R. Bankr. P. 6004(h).
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.
HOOD LANDSCAPING: Selling Two Cook County Parcels for $191K
-----------------------------------------------------------
Hood Landscaping Products, Inc., asks the U.S. Bankruptcy Court for
the Middle District of Georgia to authorize the sale to Cook County
Land Ventures, LLC, for $191,000 of the following two parcels of
real estate free of liens and claims:
A. Approximately 6.34 acres known as Parcel No. A001A035
located in Land Lot 315, Cook County, Georgia; and
B. Approximately 17.17 acres known as Parcel No. A001A022
located in Land Lot 330, Cook County, Georgia.
A hearing on the Motion is set for March 30, 2022, at 10:30 a.m.
No real estate commission will be paid as part of the sale. The
terms of the sale are stated in the Real Estate Sales Contract
dated Feb. 18, 2022.
The 6.34 acres and 17.17 acres are subject to the following
security deed, liens and/or claims, listed in the order of their
priority:
A. Farmers and Merchants Bank ("FMB") security deed which
secures a debt of approximately $4,460,600.
B. Cook County Tax Commissioner for past-due real estate taxes
of approximately $3,770.29 for the 6.34 acres and approximately
$8,348.19 for the 17.17 acres.
C. American Zurich Insurance Company judicial lien on account
of a Writ of Fi. Fa issued by the Superior Court of Cook County,
Georgia in case no. 2015-CV-025 recorded in Lien Docket Book 45,
Page 243 on 6-15-17 in the amount of $1 80,632.12.
D. Georgia Department of Labor tax lien claim on account of an
Unemployment Contribution Fi. Fa, 201808946 dated 2-16-18 and
recorded in Lien Book 48, Page 301 on 3-28-18 in the amount of
$1,726.36.
E. Georgia Department of Labor tax lien claim on account of an
Unemployment Contribution Fi. Fa, 201823940 dated 5-16-18 and
recorded in Lien Book 50, Page 229 on 7-16-18 in the amount of
$1,726.36.
F. Trinity Packaging Corporation judicial lien on account of a
Writ of Fi. Fa. issued by the Superior Court of Cook County,
Georgia, in Case No. 2018-CV-F008 recorded in Lien Docket Book 52,
Page 48 on 12-11-18 in the amount of $27,935.51.
G. Georgia Department of Labor tax lien claim on account of an
Unemployment Contribution Fi. Fa, 201840807 dated 8-16-18 and
recorded in Lien Book 5 Page 235 on 10-15-18 in the amount of
$818.02.
H. Trinity Packaging Corporation judicial lien on account of a
Writ of Fi. Fa. issued by the Superior Court of Cook County,
Georgia in case no. 2018-CV-F008 recorded in Lien Docket Book 52,
Page 48 on 12-11-18 in the amount of $27,935.51.
I. Georgia Department of Labor tax lien claim on account of an
Unemployment Contribution Fi. Fa., 201858142 dated 11-28-18 and
recorded in Lien Book 52, Page 116 on 1-25-19 in the amount of
$818.02.
J. Georgia Department of Labor tax lien claim on account of an
Unemployment Contribution Fi. Fa 201912507 dated 2-26-19 and
recorded in Lien Docket 52, Page 276 on 4-15-19 in the amount of
$848.25.
K. House-Hasson Hardware Co., Inc. judicial lien claim on
account of a Writ of Fi. Fa. Issued by the Superior Court of Cook
County, Georgia in case no 2020-CV-046 recorded in Lien Book 58,
Page 6 on May 6, 2020 in the amount of $10,304.24.
The Debtor proposes to pay the following at the sale closing from
the $191,000 sale proceeds of the 6.34 acres and 17.17 acres:
Closing costs including fees to attorney Pearce Scott for preparing
and recording the Warranty Deed of approximately $251; real estate
transfer tax; past-due and pro-rated real estate taxes to Cook
County Tax Commissioner and to pay the balance of the sale proceeds
to FMB on account of its first priority security deed. Since FMB's
claim exceeds the sale price of the 6.34 acres and 17.17 acres, no
sale proceeds will be paid to any subordinate lien or claim. FMB
has agreed to release its lien in $10,000 of the sale proceeds to
be disbursed to the Debtor's counsel, Kelley, Lovett, Blakey &
Sanders, P.C. ("KLBS") to partially pay outstanding court-approved
attorney fees and expenses.
A copy of the Contract is available at https://tinyurl.com/2aj8zt77
from PacerMonitor.com free of charge.
The Purchaser:
COOK COUNTY LAND VENTURES, LLC
P.O. Box 68
Adel, GA 31620
About Hood Landscaping
Hood Landscaping Products, Inc., a wholesaler of landscaping
equipment and supplies in Adel, Georgia., filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga.
Case No. 19-70644) on June 3, 2019. In the petition signed by CFO
Leon Hood, the Debtor estimated up to $50,000 in assets and $1
million to $10 million in liabilities. Judge John T. Laney III
oversees the case. Kelley, Lovett, Blakey & Sanders, P.C., is the
Debtor's counsel.
IMERYS TALC: Fee Examiner Taps Godfrey & Kahn as Legal Counsel
--------------------------------------------------------------
The fee examiner appointed in the Chapter 11 cases of Imerys Talc
America, Inc. and its affiliates seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Godfrey &
Kahn, S.C. as his legal counsel.
The firm's services include:
a. monitoring the case docket for matters of significance to the
fee examiner;
b. consulting with the fee examiner on professional compensation
applications;
c. establishing procedures to resolve disputes with retained
professionals filing the fee applications;
d. assisting in the preparation and presentation of reporting to
the applicants;
e. negotiating with the applicants any concerns the fee examiner
has concerning the applications;
f. resolving consensually any concerns the fee examiner has
about the fee applications, subject to the court's approval;
g. appearing and being heard on any matter before the bankruptcy
court or an appellate court regarding the applications;
h. filing comments and summary reports on the applications;
i. objecting to applications and litigating the objections;
j. conducting discovery, including filing and litigating
discovery motions or objections; and
k. appealing, defending an appeal, or appearing in appeal
regarding an application.
The firm will be paid at hourly rates ranging from $325 to $660 and
will be reimbursed for out-of-pocket expenses incurred.
Mark Hancock, Esq., a partner at Godfrey & Kahn, 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.
Mr. Hancock also disclosed the following in response to the request
for additional information set forth in Paragraph D.1. of the U.S.
Trustee Guidelines:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing arrangements
for this engagement?
Response: No.
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: Godfrey & Kahn has been engaged by the fee examiner
to represent him in his role as the fee examiner in In Re: Cyprus
Mines Corporation, 21-10398 (D. Del.) on materially identical
terms.
Question: Has your client approved your prospective budget and
staffing plan, and, if so, for what budget period?
Response: Godfrey & Kahn has provided a staffing plan. Going
forward, it will provide staffing plans and budgets for each
three-month interim fee period.
The firm can be reached at:
Mark W. Hancock, Esq.
Godfrey & Kahn, S.C.
One East Main Street, Suite 500
Madison, WI 53703
Tel: (608) 257-3911 / (608) 284-2251
Fax: (608) 257-0609
Email: mhancock@gklaw.com
About Imerys Talc America
Imerys Talc America, Inc. and its subsidiaries --
https://www.imerys-performance-additives.com/ -- are in the
business of mining, processing, selling and distributing talc. Its
talc operations include talc mines, plants and distribution
facilities located in Montana (Yellowstone, Sappington, and Three
Forks); Vermont (Argonaut and Ludlow); Texas (Houston); and
Ontario, Canada (Timmins, Penhorwood, and Foleyet). It also
utilizes offices located in San Jose, Calif., and Roswell, Ga.
Imerys Talc America and its subsidiaries, Imerys Talc Vermont,
Inc., and Imerys Talc Canada Inc., sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13, 2019. The
Debtors were estimated to have $100 million to $500 million in
assets and $50 million to $100 million in liabilities as of the
bankruptcy filing.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Richards, Layton & Finger, P.A., and Latham &
Watkins LLP as their legal counsel, Alvarez & Marsal North America,
LLC as financial advisor, and CohnReznick LLP as restructuring
advisor. Prime Clerk, LLC, is the claims agent.
The U.S. Trustee for Region 3 appointed an official committee of
tort claimants in the Debtors' Chapter 11 cases. The tort
claimants' committee is represented by Robinson & Cole, LLP.
INFINERA CORP: Incurs $170.8 Million Net Loss in 2021
-----------------------------------------------------
Infinera Corporation filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$170.78 million on $1.43 billion of total revenue for the year
ended Dec. 25, 2021, compared to a net loss of $206.72 million on
$1.36 billion of total revenue for the year ended Dec. 26, 2020.
Infinera reported a net loss of $386.62 million for the year ended
Dec. 28, 2019.
As of Dec. 25, 2021, the Company had $1.59 billion in total assets,
$612.49 million in total current liabilities, $476.79 million in
long-term debt, $21.11 million in long-term accrued warranty,
$31.61 million in long-term deferred revenue, $2.36 million in
long-term deferred tax liability, $54.33 million in long-term
operating lease liabilities, $64.77 million in other long-term
liabilities, and $323.77 million in total stockholders' equity.
"We have implemented measures to preserve cash and enhance
liquidity, including significantly reducing business travel,
strategically managing capital expenditures, and delaying or
eliminating discretionary spending. We are also focused on
managing our working capital needs, maintaining as much flexibility
as possible around timing of taking and paying for inventory and
manufacturing our products while managing potential changes or
delays in installations," Infinera said.
"While we believe we have enough cash to operate our business for
the next 12 months, if the impact of the COVID-19 pandemic to our
business and financial position is more extensive than expected, we
may need additional capital to enhance liquidity and working
capital. We have historically been successful in our ability to
secure other sources of financing, such as accessing capital
markets, and implementing other cost reduction initiatives such as
restructuring, delaying or eliminating discretionary spending to
satisfy our liquidity needs. However, our access to these sources
of capital could be materially and adversely impacted and we may
not be able to receive terms as favorable as we have historically
received. Capital markets have been volatile and there is no
assurance that we would have access to capital markets at a
reasonable cost, or at all, at times when capital is needed. In
addition, some of our existing debt has restrictive covenants that
may limit our ability to raise new debt, which would limit our
ability to access liquidity by those means without obtaining the
consent of our lenders," the Company said.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1138639/000113863922000033/infn-20211225.htm
About Infinera Corp.
Headquartered in Sunnyvale, Calif., Infinera Corp. --
www.infinera.com -- is a global supplier of innovative networking
solutions that enable carriers, cloud operators, governments, and
enterprises to scale network bandwidth, accelerate service
innovation, and automate network operations. The Infinera
end-to-end packet-optical portfolio delivers industry-leading
economics and performance in long-haul, submarine, data center
interconnect, and metro transport applications.
INNOVATIVE BUILDING: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Innovative Building & Remodeling
272 SW 5th Ave
Meridian, ID 83642
Business Description: Innovative Building & Remodeling is a family
owned and operated construction company in
Meridian, ID that specializes in custom
design and build projects.
Chapter 11 Petition Date: March 4, 2022
Court: United States Bankruptcy Court
District of Idaho
Case No.: 22-00071
Judge: Hon. Noah G. Hillen
Debtor's Counsel: Luke Gordon, Esq.
GORDON, DELIC & ASSOCIATES
950 W. Bannock St. Ste 600
Boise, ID 83702
Tel: 208-900-9509
Fax: 208-900-9510
Email: luke@gordondelic.com
melody@gordondelic.com
Total Assets: $496,400
Total Liabilities: $1,218,331
The petition was signed by Dustin Collins as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/IFVIB2A/Innovative_Building__Remodeling__idbke-22-00071__0001.0.pdf?mcid=tGE4TAMA
INTERNATIONAL REALTY: Seeks to Hire Cohen Baldinger as Counsel
--------------------------------------------------------------
International Realty Partners, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Maryland to employ Cohen
Baldinger & Greenfeld, LLC to serve as legal counsel in its Chapter
11 case.
The firm will provide these services:
a. give the Debtor legal advice with respect to its powers and
duties in the continued management of its business affairs and
property;
b. prepare legal papers; and
c. perform all other legal services for the Debtor.
The firm will be paid at hourly rates ranging from $475 to $495 and
will be reimbursed for out-of-pocket expenses incurred.
Steven Greenfeld, Esq., a partner at Cohen Baldinger & Greenfeld,
LLC 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:
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 International Realty Partners, LLC
International Realty Partners, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D. Md. Case No. 22-10754) on February 15, 2022,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Cohen, Baldinger & Greenfeld, LLC.
JAFFAN INTERNATIONAL: Interim Wins Cash Collateral Access
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division, has authorized Jaffan International, LLC to use the cash
collateral of US Foods, Inc. and Syndimate 2017 LP on an interim
basis retroactive to February 4, 2022.
The Debtor is permitted to use cash collateral to pay amounts
expressly authorized by the Court, one-quarter of the current and
necessary expenses set forth in the budget plus an amount not to
exceed 10% for each line item, and additional amounts as may be
expressly approved in writing by the Secured Creditors.
Moreover, the Debtor is authorized to make monthly adequate
protection payments to The Tamm Corporation, Inc. in the regular
contractual amount of $1,633. The Tamm Corporation's claim is
secured by a first position lien on the Debtor's 4COP liquor
license.
The Court Order says the Secured Creditors will have perfected
post-petition liens against cash collateral to the same extent and
with the same validity and priority as the prepetition liens,
without the need to file or execute any document as may otherwise
be required under applicable non bankruptcy law.
The Debtor will also maintain insurance coverage for its property
in accordance with the obligations under the loan and security
documents with the Secured Creditors.
The continued hearing on the matter is scheduled for March 10 at 10
a.m.
A copy of the order is available at https://bit.ly/3vE9tDB from
PacerMonitor.com.
About Jaffan International, LLC
Jaffan International, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-00459) on
February 4, 2022. In the petition signed by Ahmad Maher AlJaffan,
managing member, the Debtor disclosed up to $500,000 in both assets
and liabilities.
Judge Roberta A. Colton oversees the case.
Buddy D. Ford, Esq., at Buddy D. Ford, P.A. is the Debtor's
counsel.
JRX TUNING: Seeks Cash Collateral Access
----------------------------------------
JRX Tuning & Performance, LLC asks the U.S. Bankruptcy Court for
the Northern District of Texas, Fort Worth Division, for authority
to use cash collateral, nunc pro tunc to the petition date.
The Debtor's primary operating cash requirements include the usual
and customary costs and expenses associated with operating an auto
repair business. Among other things, the Debtor requires use of
cash collateral to pay its commercial lease, fund payroll, pay
utilities and pay ordinary course vendors.
The Debtor receives its income from servicing customers by
providing automotive repairs. At this time, the Debtor believes one
or more merchant lenders may have liens against its cash or income
and one asset-based lender may have liens against equipment used in
the ordinary course of the Debtor's business.
As adequate protection for the use of the Income, the Debtor
proposes to offer to alleged secured creditors a continuing lien or
interest, if any, in the property of the Debtor to the same extent
as the liens or interests existed pre-petition, a continuing lien
and security interest in any post-petition proceeds and products of
the Debtor's property to the same extent as they existed
pre-petition.
A copy of the motion is available at https://bit.ly/3vAhgm3 from
PacerMonitor.com.
About JRX Tuning & Performance, LLC
JRX Tuning & Performance, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-40404-11) on
February 28, 2022. In the petition signed by Justin Andrew Ruckman,
managing member, the Debtor disclosed up to $500,000 in both assets
and liabilities. Jermaine Watson, Esq., at Cantey Hanger is the
Debtor's counsel.
K. ANTHONY INC: Wins Interim Cash Collateral Access
---------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, has authorized K. Anthony, Incorporated dba
K. Anthony PreSchool Inc., to use cash collateral on an interim
basis.
As adequate protection, the Debtor is directed to provide the
Internal Revenue Service with a replacement lien on its
post-petition assets pursuant to the collateral described in IRS'
tax lien notices with the same priority as existed before the
Debtor filed for bankruptcy and up to the value of the cash
collateral actually used post-petition. The Debtor will pay IRS
monthly adequate protection payments of $1,500.
The Debtor must also provide the Employment Development Department
with a replacement lien on its post-petition assets pursuant to the
collateral described in EDD's tax lien notices with the same
priority as existed before the Debtor filed for bankruptcy and up
to the value of the cash collateral actually used post-petition.
The Debtor will pay EDD monthly adequate protection payments of
$500.
The final hearing on the matter is scheduled for March 9, 2022 at
10 a.m.
A copy of the order is available at https://bit.ly/3sCzxx7 from
PacerMonitor.com.
About K. Anthony, Incorporated
K. Anthony, Incorporated dba K. Anthony PreSchool Inc. operates a
pre-school educational facility in Inglewood, California. The
Debtor sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. C.D. Cal. Case No. 22-10852) on February 16, 2022. In
the petition signed by Margaret Johnson, chief executive officer,
the Debtor disclosed up to $50,000 in assets and up to $10 million
in liabilities.
Judge Sandra R. Klein oversees the case.
Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger,
is the Debtor's counsel.
KC PANORAMA: Taps Alder Blanchard and Associates as Accountant
--------------------------------------------------------------
KC Panorama, LLC and its affiliates received approval from the U.S.
Bankruptcy Court for the District of Massachusetts to employ Alder
Blanchard and Associates, LLP as accountant.
The firm will provide these services:
a. prepare and file the Federal Form 1120 and requested state
tax returns for the year ending Dec. 31, 2021;
b. perform a limited amount of bookkeeping and analysis as
necessary for the preparation of the income tax returns; and
c. prepare and post any adjusting entries.
The firm will be paid at the rate of $250 and will be reimbursed
for out-of-pocket expenses.
Carl Blanchard, a partner at Alder Blanchard and Associates,
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:
Carl Blanchard
Alder Blanchard and Associates, LLP
27 Cambridge Street
Burlington, MA 01803
Email: carl@abccpa.com
About KC Panorama
KC Panorama LLC, a Waltham, Mass.-based company engaged in renting
and leasing real estate properties, sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Mass Case No. 21-10827) on
June 4, 2021, listing total assets of $11,703,396 and total
liabilities of $23,507,162. KC Panorama President Kai Zhao signed
the petition.
Judge Frank J. Bailey oversees the case.
Ravosa Law Offices, P.C. and Alder Blanchard and Associates, LLP
serve as the Debtor's legal counsel and accountant, respectively.
KEITH R. CARRINGER: Gramleys Buying Gatlinburg Property for $735K
-----------------------------------------------------------------
Keith R. Carringer asks the U.S. Bankruptcy Court for the Northern
District of Georgia to approve his proposed sale of the residential
real property located at 640 Cub Path Way, in Gatlinburg, Sevier
County, Tennessee 37738, to Becky Renee Gramley and John Gramley,
Jr., for $735,000, free and clear of all liens, claims,
encumbrances and interests.
The Debtor stated in his Schedules and Statement of Financial
Affairs ("Schedules and SOFA"), as amended, that he is the owner of
record of the Property. In the Amended Plan, he indicated an
intent to sell the Property, of which he is a 100% owner, pay his
secured creditors related to the same in full, and pay excess sales
proceeds to his administrative and unsecured creditors pursuant to
the priorities established in the U.S. Bankruptcy Code.
The Debtor is interested in realizing the Bankruptcy Estate's
interest in the Property. He filed an application to employ
Collins Family Homes/Keller Williams Smoky Mountains Realty as his
real estate broker to market and sell the Property. The Broker is
located at 100 E Main St, Suite 500, Sevierville, TN, 37862, phone
number 865-246-9162; kristi@collinsfamilyhomes.com.
The Broker agreed to represent Debtor as the broker to market and
sell the Property for which Broker would receive a 6% commission
upon the closing of a sale, subject to the approval of the
Bankruptcy Court, which was obtained by Order of the Court entered
on Jan. 14, 2022, subject to a 21-day objection period which
expired on Feb. 4, 2022, without objection.
The Property, subject to the completion of the title examination,
may be subject to the lien of NewRez LLC, doing business as
Shellpoint Mortgage Servicing, as assignee of JPMorgan Chase Bank,
National Association.
As of the Petition Date, NewRez asserts that it is owed $28,988.55.
Subject to Court approval, the Debtor and the Buyers have entered
into a Purchase and Sale Agreement, as amended, for the Debtor to
sell the Property to them for $735,000, including a $5,000 earnest
money deposit paid by the Buyers, no closing costs to be paid by
the Debtor except a title fee (approximately $935) and a prorated
share of 2022 real property taxes (approximately $200), as well as
the 6% sales commission to the Broker as stated therein related to
the retention of the Broker ($44,100). The closing is currently
scheduled for March 15, 2022, assuming that Court approval is
obtained. The Debtor estimates a net amount to the Estate of
approximately $660,000.
The Debtor believes that the sales price as stated constitutes fair
market value for the Property and will maximize value to the
Estate.
The Debtor asks the Court to schedule a Sale Hearing on March 10,
2022, at 10:15 a.m.
By the Motion, it seeks entry of an Order approving the sale of the
Property as described, and granting other related relief, including
(a) a finding that the sale is in good faith; (b) authorizing the
distribution amounts due to NewRez at closing, in the amounts
stated until otherwise agreed to by NewRez and the Debtor, as well
as the title fee, pro rata share of 2022 real property taxes, and
6% commission to Broker, with the balance to be paid to the
Debtor's counsel to be held in their IOLTA account pending further
Order of the Court except to the extent post-petition professional
fees may be paid pursuant to the professional fee procedure already
approved by the Court; and (c) scheduling a hearing on approval of
the sale of the Property to the Buyers.
Finally, the Debtor asks the Court to waive the 14-day stay under
Bankruptcy Rule 6004(h).
Keith R. Carringer sought Chapter 11 protection (Bankr. N.D. Ga.
Case No. 20-68717) on Aug. 5, 2020. The Debtor tapped Anna Mari
Humnicky, Esq., at Small Herrin, LLP as counsel.
KEMPER CORP: Fitch Rates Junior Subordinated Notes Due 2062 'BB+'
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Kemper Corporation's
issuance of junior subordinated notes due 2062.
KEY RATING DRIVERS
Kemper is issuing $150 million of junior subordinated notes that
mature in 2062. Proceeds from the issuance of the junior
subordinated notes are expected to be used for general corporate
purposes.
The notes are rated three notches below Kemper's Long-Term Issuer
Default Rating (IDR), reflecting two notches for the baseline
recovery assumption of 'Poor' and one additional notch reflecting
the 'Minimal' non-performance risk assessment. The notes include an
interest deferral feature at the option of the issuer for up to
five years. Based on Fitch's rating criteria, this hybrid debt
issuance was not assigned any equity credit.
Pro forma leverage as of Dec. 31, 2021, will increase to 28.4%,
reflecting the additional junior subordinated notes, recently
issued senior notes and the redemption of 2022 notes. Pro-forma
leverage is above the current rating sensitivity and could result
in negative rating pressure if sustained above the 28% sensitivity.
Reported financial leverage was 24.2% at YE 2021.
Fitch affirmed Kemper's holding company ratings and revised the
Outlook to Negative from Stable.
RATING SENSITIVITIES
Factor that could, individually or collectively, lead to negative
rating action/downgrade for Trinity and Kemper's holding company
ratings:
-- Maintaining combined ratios above 100%; financial leverage
sustained above 28%; Prism score declining to 'Adequate';
fixed-charge coverage consistently below 6x.
Factor that could, individually or collectively, lead to a return
to a Stable Outlook for Trinity and Kemper's holding company
ratings:
-- A return to underwriting profitability, maintaining a Prism
score of 'Very Strong'; fixed-charge coverage returning to
high single digits or better.
Factor that could, individually or collectively, lead to negative
rating action/downgrade for the United Insurance Co. and its
subsidiaries:
-- Deterioration in Kemper's life/health capitalization metrics,
as measured by a Prism capital model outcome below 'Extremely
Strong'; consistent degradation in financial performance
caused by outsized investment losses or poor underwriting
performance, measured by an ROTC below 10% and an ROA below
1%; widening of the ALM mismatch, coupled with deterioration
in cash flow testing results.
Factor that could, individually or collectively, lead to positive
rating action/upgrade for United Insurance Co. and its
subsidiaries:
-- Growth across the life/health operations with increased
penetration in its market niche; sustained returns on equity
above 8%; an improved ALM mismatch to within three years or
less.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Financial Institutions and
Covered Bond 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.
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.
KEMPER CORP: Moody's Rates $150MM Subordinated Notes 'Ba1(hyb)'
---------------------------------------------------------------
Moody's Investors Service has assigned a Ba1(hyb) rating to $150
million of 40-year junior subordinated notes being issued by Kemper
Corporation (Kemper, NYSE: KMPR) off its multi-purpose shelf
registration. Net proceeds from the offering are expected to be
used for general corporate purposes. The rating outlook for Kemper
remains unchanged at stable.
RATINGS RATIONALE
According to Moody's, Kemper's ratings and stable outlook reflect
the group's diversified revenues and earnings from its nonstandard
personal auto insurance and life businesses, its profitable home
service insurance business, solid risk-adjusted subsidiary
capitalization, and high-quality fixed income portfolio. Credit
challenges include the group's limited scale relative to larger
competitors, weak profitability in its personal auto business given
higher auto repair costs, higher used vehicle prices and increasing
miles driven as the economy reopens. Other challenges include the
group's exposure to natural catastrophes in its homeowners business
as well as low growth opportunities in the home service life
insurance business.
For 2021, Kemper reported a net loss of $120.5 million compared to
net income of $409.9 million in 2020, primarily driven by poor
performance in its nonstandard auto insurance business. The
Specialty P&C segment, which primarily consists of nonstandard
personal auto business, produced progressively higher underlying
combined ratios over the course of 2021, reaching 119.4% in the
fourth quarter. Kemper Specialty P&C's results were driven by
higher auto parts and labor repair costs, by higher used vehicle
prices, and by the reopening of the economy following a suspension
of rate increases during the pandemic. The company began filing for
rate increases in Q3 2021 and expects to continue to raise rates in
2022 to help offset rising loss costs.
Moody's expects Kemper's earnings to improve gradually as it will
take time for rate increases to be approved by regulators, for
policies to be renewed at higher rates, and for higher premium
rates to be earned over time. Kemper's financial leverage remains
moderate, with strong long-term earnings coverage. The holding
company maintains good liquidity with cash and investments of
$233.9 million, $191.2 million of dividend capacity from insurance
subsidiaries without regulatory approval, and $400 million
available under the company's revolving credit facility as of
year-end 2021. Following the maturity of the September 2022 notes,
the company's pro forma financial leverage will remain in the
mid-20% range, within Moody's expectations.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Factors that could lead to a rating upgrade include: an upgrade of
the financial strength ratings of the P&C and/or Life and Health
companies; strong P&C operating performance with combined ratios in
the mid-90s or lower; adjusted financial leverage below 25% and
interest coverage 6x or greater. Factors that could lead to a
rating downgrade include: a downgrade of the financial strength
ratings of the P&C and/or Life and Health companies; sustained
combined ratios greater than 105%; or, adjusted financial leverage
above 35% and interest coverage below 4x.
Moody's has assigned the following rating:
Kemper Corporation - junior subordinated debt at Ba1(hyb).
The rating outlook for Kemper remains unchanged at stable.
Kemper Corporation, based in Chicago, Illinois, is a
publicly-traded, diversified company with subsidiaries engaged in
Property & Casualty Insurance and Life and Health Insurance. For
2021, Kemper reported total revenue of $5.8 billion and a net loss
of $120.5 million. Shareholders' equity as of December 31, 2021 was
about $4.0 billion.
The methodologies used in this rating were Property and Casualty
Insurers Methodology published in September 2021.
KEMPER CORP: S&P Assigns 'BB+' Rating on New Subordinated Debt
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' rating to Kemper Corp.'s
proposed issuance. The rating on the subordinated debenture is two
notches below its 'BBB' long-term issuer credit and senior debt
ratings on Kemper. The two notches represent the subordination of
the issue and the optional dividend deferability of the notes.
The subordinated note will rank junior to all of Kemper's
indebtedness. Other than a rating agency or regulatory capital
event (as defined in the offering prospectus), Kemper has the
option of redeeming these preferred shares in or after February
2027. S&P will likely view the subordinated notes as having
intermediate equity content for the purpose of capital adequacy
calculations. The company intends to use the proceeds from this
issuance for various purposes, including repayment of outstanding
debt.
S&P said, "We view Kemper's funding structure as neutral based on
its ability to raise capital through public markets and its prudent
use of leverage to fund growth and development. At year-end 2021,
Kemper's financial leverage was about 24%, with EBITDA fixed-charge
coverage of about negative 6.5x. The company's fixed-charge
coverage fell below our expectations in 2021 due to weak
underwriting results and will likely remain weak in 2022 because of
persistent severity losses. We expect fixed-charge coverage to
recover to above 4x in 2023 due to pricing actions taken in 2021
and 2022 that would translate to earned premium. We also expect
financial leverage to remain below 30% after the new debt
issuance."
KOSA REAL ESTATE: Taps Gary Cruickshank as Bankruptcy Attorney
--------------------------------------------------------------
Kosa Real Estate LLC received approval from the U.S. Bankruptcy
Court for the Middle District of Massachusetts to employ Gary
Cruickshank, Esq., an attorney practicing in Boston, to handle its
Chapter 11 case.
The attorney will provide these services:
a. assist and advise the Debtor in the formulation and
presentation of a plan of reorganization and disclosure statement;
b. advise the Debtor as to its duties and responsibilities; and
c. perform such other legal services as may be required during
the course of the case.
The hourly rates charged by the attorney and his firm are as
follows:
Attorneys $425 per hour
Paraprofessionals $175 per hour
Mr. Cruickshank will also seek reimbursement for out-of-pocket
expenses.
The retainer fee is $6,738.
Mr. Cruickshank disclosed in a court filing that he is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
Mr. Cruickshank holds office at:
Gary W. Cruickshank, Esq.
21 Custom House Street, Suite 920
Boston, MA 02110
Tel: (617) 330-1960
Email: gwc@cruickshank-law.com
About Kosa Real Estate LLC
Kosa Real Estate LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Mass. Case No. 22-40079) on Feb. 9, 2022, disclosing as
much as $1 million in both assets and liabilities. Judge
Christopher J. Panos oversees the case.
The Debtor is represented Gary W. Cruickshank, Esq., an attorney
practicing in Boston.
LATAM AIRLINES: Amends Plan to Provide Payment of W&C Creditor
--------------------------------------------------------------
LATAM Airlines Group S.A. ("LATAM Parent") and certain of its
debtor affiliates submitted a Fourth Revised Disclosure Statement
with respect to the Joint Plan of Reorganization dated Feb. 28,
2022.
The Fourth Revised Disclosure Statement reflects revisions
principally based on the rulings and guidance provided by the Court
at the hearing to approve the Disclosure Statement Motion, further
revisions and comments made by certain parties-in interest, and to
provide for the distribution of provisional ballots for Holders of
Claims in Class 4 (without altering the Plan's classification of
Class 4 as Unimpaired).
On February 18, 2022, the Debtors filed the Debtors' Motion for an
Order (i) Authorizing the Debtors to (a) Enter into the Amended and
Restated Credit Agreement, (b) Obtain Replacement Tranche C
Postpetition Financing, and (c) Grant Superpriority Administrative
Expense Claims and (ii) Granting Related Relief (the "Fourth DIP
Motion") which seeks approval of an amendment and restatement of
the DIP Credit Agreement (the "Amended and Restated DIP Credit
Agreement"). The proposed Amended and Restated DIP Credit Agreement
extends the scheduled maturity date of all tranches under the DIP
Credit Agreement, refinances and replaces the Tranche C facility
existing under the DIP Credit Agreement and includes certain
reductions in fees and interest provided for under the DIP Credit
Agreement.
The total committed amount under the Amended and Restated DIP
Credit Agreement will increase to $3.295 billion which reflects an
increase in the committed amount under the Tranche C facility from
the existing $1.15 billion to $1.245 billion which is intended to
cover the costs of refinancing the Tranche C facility existing
under the DIP Credit Agreement. The scheduled maturity date of the
Amended and Restated DIP Credit Agreement will be August 8, 2022,
subject to the possibility that LATAM may extend the maturity date
at its discretion to a date no later than October 31, 2022,
provided LATAM may further extend the maturity date to a date no
later than the (x) earlier of November 30, 2022 or (y) the
termination of the Restructuring Support Agreement, in the event
the World Health Organization or the U.S. Centers for Disease
Control designates any COVID-19 variant as a variant of concern.
The Fourth DIP Motion is scheduled to be heard by the Bankruptcy
Court on March 10, 2022.
Sajama and SVP Settlement Motions
On December 8, 2021, the Debtors filed motions seeking approval of
(a) a stipulated settlement with Sajama Investments, LLC ("Sajama")
related to rejection damages claims arising from the Court-approved
surrender of seventeen aircraft (the "Sajama Settlement Motion")
and (b) the long-term restructuring pursuant to new leases (the
"New Leases") for sixteen aircraft, including the Tritón,
Centaurus and Vintage JOLCO aircraft (the "Go Forward Aircraft")
and a settlement agreement for certain related claims for those
aircraft and four A350s that were rejected by the Debtors during
the Chapter 11 Cases (the "SVP Settlement Motion" and, together
with the Sajama Settlement Motion, the "Settlement Motions").
The Sajama Settlement Motion sought to resolve twenty-four claims
acquired by Sajama in exchange for a single general unsecured claim
against LATAM Parent of $695 million. The SVP Settlement Motion
sought to allow general unsecured claims of (a) $484 million
against LATAM Parent arising under certain headleases, (b) $226
million against LATAM Parent arising under certain guarantees, and
(c) $140 million against TAM arising under certain headleases and
subleases.
The Creditors' Committee and Banco Estado each filed objections to
the Settlement Motions. The objections argued, among other things,
that the proposed allowed claims set forth in the Settlement
Motions were unreasonably large and overvalued and that the
Debtors' negotiations with the counterparties to the Settlement
Motions were improperly tainted by the Debtors' negotiations
concerning the Plan and RSA.
After an all-day evidentiary hearing held on January 21, 2022 and
further arguments heard on January 24, 2022, on January 28, 2022,
the Bankruptcy Court issued a memorandum decision and order
approving the Settlement Motions and overruling the objections (the
"Settlements Decision") for the reasons set forth in the
Settlements Decision.
The classification and treatment of Holders of Allowed Claims in
Class 4 is part of the overall Plan terms negotiated and agreed to
among the Debtors, the Commitment Parties and the Eblen Group, as
part of the agreements contained in the Restructuring Support
Agreement. [Certain parties, including the BNYM as trustee under
the LATAM 2024 and LATAM 2026 Bonds and counsel to certain Holders
of the NY Law Bonds have argued that the NY Law Bonds are entitled
to payment of post-petition interest and fees with respect to their
allowed claims although the Plan does not provide for such
amounts.]
The Plan treatment of Holders of Allowed Claims in Class 4
comprises and depends on a combined recovery on account of their
Allowed Claims against both LATAM Parent and LATAM Finance Ltd. If
the Court were to order the substantive consolidation of LATAM
Finance, Peuco and LATAM Parent, or if the Court were to grant
LATAM Finance Claim Objection, the recoveries for Holders of the NY
Law Bonds (Class 4 Claims) would be reduced and the recoveries for
existing Holders of Class 5 Claims would be improved.
Following the execution of the Restructuring Support Agreement, the
Debtors continued to engage in constructive discussions with
members of the Ad Hoc Group of LATAM Bondholders. Each Initial W&C
Creditor Group Party executed a joinder agreement to the
Restructuring Support Agreement (each joinder agreement a "W&C
Creditor Group Joinder Agreement"), effective as of February 10,
2022.
Under each W&C Creditor Group Joinder Agreement and the
Restructuring Support Agreement (as amended on February 10, 2022),
the relevant Initial W&C Creditor Group Parties agreed to certain
commitments made by the Commitment Parties under the Restructuring
Support Agreement, including, inter alia, using commercially
reasonable efforts to pursue, support, solicit, implement, confirm,
and consummate the Restructuring Transactions, as applicable, and
also agreed to direct BNYM, in its capacity as trustee under the NY
Law Bonds, to withdraw the Objection of the Bank of New York
Mellon, as Trustee to the Debtors' Motion to Approve the Disclosure
Statement.
In turn, the Plan has been amended to provide for the payment of
the W&C Creditor Group Fees consistent with the terms of the Plan
which includes the reasonable and documented fees, expenses,
disbursements and other costs incurred in connection with the
Chapter 11 Cases through January 12, 2022, by the Ad Hoc Group of
LATAM Bondholders, up to a maximum aggregate amount of $15 million.
The Plan also provides for the payment of the W&C Initial Creditor
Group Fees, which includes the payment of certain reasonable and
documented fees and expenses of certain legal counsel incurred by
the Initial W&C Creditor Group Parties in connection with, inter
alia, the negotiation and execution of the W&C Creditor Group
Joinder Agreement, the approval of the Disclosure Statement and
Plan, the filing of pleadings in defending the challenges to the
allowance or treatment of any Joining Party's Participating Claims,
and the taking of certain other actions at the request of the
Debtors as provided in the Restructuring Support Agreement.
The Creditors' Committee does not believe that the Plan's proposed
payment of the W&C Creditor Group Fees and W&C Initial Creditor
Group Fees complies with the Bankruptcy Code, and the Debtors
disagree with the Creditors' Committee's position.
Counsel for the Debtors:
CLEARY GOTTLIEB STEEN & HAMILTON LLP
Richard J. Cooper
Lisa M. Schweitzer
Luke A. Barefoot
Thomas S. Kessler
One Liberty Plaza
New York, New York 10006
Telephone: (212) 225-2000
Facsimile: (212) 225-3999
About LATAM Airlines Group
LATAM Airlines Group S.A. -- http://www.latam.com/-- is a
pan-Latin American airline holding company involved in the
transportation of passengers and cargo and operates as one unified
business enterprise. It is the largest passenger airline in South
America.
Before the onset of the COVID-19 pandemic, LATAM offered passenger
transport services to 145 different destinations in 26 countries,
including domestic flights in Argentina, Brazil, Chile, Colombia,
Ecuador and Peru, and international services within Latin America
as well as to Europe, the United States, the Caribbean, Oceania,
Asia and Africa.
LATAM and its 28 affiliates sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in
Chile, Peru, Colombia, Ecuador and the United States are part of
the Chapter 11 filing.
The Debtors disclosed $21,087,806,000 in total assets and
$17,958,629,000 in total liabilities as of Dec. 31, 2019.
The Hon. James L. Garrity, Jr., is the case judge.
The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as
bankruptcy counsel, FTI Consulting as restructuring advisor, Lee
Brock Camargo Advogados as local Brazilian litigation counsel, and
Togut, Segal & Segal LLP and Claro & Cia in Chile as special
counsel. The Boston Consulting Group, Inc. and The Boston
Consulting Group UK LLP serve as the Debtors' strategic advisors.
Prime Clerk LLC is the claims agent.
The official committee of unsecured creditors formed in the case
tapped Dechert LLP as its bankruptcy counsel, Klestadt Winters
Jureller Southard & Stevens, LLP, as conflicts counsel, UBS
Securities LLC as investment banker, and Conway MacKenzie, LLC, as
financial advisor. Ferro Castro Neves Daltro & Gomide Advogados is
the committee's Brazilian counsel.
The Ad Hoc Group of LATAM Bondholders tapped White & Case LLP as
counsel.
Glenn Agre Bergman & Fuentes, LLP, led by managing partner Andrew
Glenn and partner Shai Schmidt, has been retained as counsel to the
Ad Hoc Committee of Shareholders.
LATHAM EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Lathan Equipment Co., LLC
56 Church Street
Le Roy, NY 14482
Business Description: Lathan Equipment is in the roll off dumpster
rental business.
Chapter 11 Petition Date: March 4, 2022
Court: United States Bankruptcy Court
Western District of New York
Case No.: 22-10186
Debtor's Counsel: David H. Ealy, Esq.
CRISTO LAW GROUP LLC
d/b/a Trevett Cristo
Two State Street, Suite 1000
Rochester, NY 14614
Tel: (585) 454-2181
Fax: (585) 454-4026
E-mail: dealy@trevettcristo.com
Total Assets: $1,240,890
Total Liabilities: $675,575
The petition was signed by Andrew J. Lathan, sole
member/president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/Y7SRE6Y/Lathan_Equipment_Co_LLC__nywbke-22-10186__0001.0.pdf?mcid=tGE4TAMA
LIBERTY POWER: Exclusivity Period Extended to May 16
----------------------------------------------------
Judge Scott Grossman of the U.S. Bankruptcy Court for the Southern
District of Florida extended the exclusivity period for Liberty
Power Holdings, LLC and its affiliates to file a Chapter 11 plan of
reorganization to May 16 and solicit acceptances for the plan to
July 14.
Extending the exclusivity periods will allow the companies to focus
their attention on finalizing the transfer of the customer
contracts to NRG Energy, Inc., the buyer of substantially all of
the companies' assets, and a final reconciliation of the final
purchase price with the buyer after completing the transfer,
according to Liberty Power' attorney, Paul Battista, Esq., at
Genovese Joblove & Battista, P.A.
About Liberty Power
Established in 2001 and headquartered in Fort Lauderdale, Fla.,
Liberty Power Holdings, LLC is one of the largest and
longest-tenured owner-operated retail electricity providers in the
United States. It provides large and small businesses, government
agencies and residential customers with competitively-priced
electricity, sustainability solutions and exceptional customer
service.
Liberty Power filed a voluntary petition for Chapter 11
reorganization (Bankr. S.D. Fla. Case No. 21-13797) on April 20,
2021. On June 4, 2021, LPT, LLC, Liberty Power Maryland, LLC and
Liberty Power District of Columbia, LLC sought Chapter 11
protection. The cases are jointly administered under Case No.
21-13797 and have been assigned to Judge Scott M. Grossman.
At the time of the filing, Liberty Power disclosed total assets of
up to $100 million and total liabilities of up to $500 million.
The Debtors tapped Genovese Joblove & Battista, P.A. as legal
counsel and Berkeley Research Group, LLC as restructuring advisor.
Robert Butler, managing director at Berkeley, serves as the
Debtors' chief restructuring officer. Stretto is the claims and
noticing agent.
Boston Energy Trading and Marketing, LLC, as DIP lender, is
represented by Eversheds Sutherland (US) LLP.
LINDERIAN COMPANY: Taps Curtis Castillo as Bankruptcy Counsel
-------------------------------------------------------------
The Linderian Company, Ltd. received approval from the U.S.
Bankruptcy Court for the Eastern District of Texas to employ Curtis
Castillo PC to serve as legal counsel in its Chapter 11 case.
The firm's services include:
a. rendering legal advice to the Debtor with respect to its
duties in the case;
b. appearing in court and protecting the interests of the
Debtor;
c. negotiating with the Debtor's creditors and other parties in
interest;
d. drafting and responding to pleadings, and formulating a plan
of reorganization; and
e. performing such other legal services as may be necessary and
appropriate in the Debtor's reorganization case.
The hourly rates charged by the firm for its services are as
follows:
Attorneys $495 to $650 per hour
Associates $195 to $300 per hour
Clerks $95 to $150 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The retainer fee is $20,000.
Mark Castillo, Esq., a partner at Curtis Castillo PC 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:
Mark A. Castillo, Esq.
Robert C. Rowe, Esq.
Braxton B. Markle, Esq.
Curtis Castillo PC
901 Main Street, Suite 6515
Dallas, TX 75202
Tel: 214.752.2222
Fax: 214.752.0709
Email: mcastillo@curtislaw.net
rrowe@curtislaw.net
bmarkle@curtislaw.net
About The Linderian Company, Ltd.
The Linderian Company, Ltd. operates a nursing care facility in
Longview, Texas. The Debtor sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 22-60024) on
January 19, 2022. In the petition signed by Greg Sechrist, managing
partner, the Debtor disclosed up to $1 million in assets and up to
$10 million in liabilities.
Judge Joshua P. Searcy oversees the case.
Mark A. Castillo, Esq., at Curtis Castillo PC is the Debtor's
counsel.
MARIA C. PROWS: Trustee Selling West Palm Beach Property for $650K
------------------------------------------------------------------
Deborah C. Menotte, Trustee in Bankruptcy for Maria C. Prows, asks
the U.S. Bankruptcy Court for the Southern District of Florida to
authorize the sale of the real property located at 2143 Laura Lane,
in West Palm Beach, Florida 33415, to PBO Investments, LLC, for
$650,000.
The Real Property is also described as follows: The South 90 feet
of the North 730 feet of the West 237.5 feet of the West 475 feet
of Tracts 15 and 16, Model Land Company’s Subdivision of Section
14, Township 44 South, Range 42, East, Palm Beach County, Florida,
according to the Plat thereof on file in the Office of the Clerk of
the Circuit Court in and for Palm Beach County, Florida, recorded
in Plat Book 5, Page 78, less and except the East 30 feet thereof
conveyed to Palm Beach County in Official Records Book 2146, Page
995, also known as Lot 13, Laura Lane, together with the 20 feet
abandoned road right of way West of and adjacent to the above
described parcel, said abandoned right of way being ore
particularly described as follows: The East 20 feet of the South 90
feet of the North 730 feet of that certain 40 foot road right of
way West of and adjacent to Tracts 15 and 16, Model Land
Company’s Subdivision of Section 14, Township 44 South, Range 42
East, Palm Beach County, Florida, according to the Plat thereof on
file in the Office of the Clerk of the Circuit Court in and for
Palm Beach County, Florida, recorded in Plat Book 5, Page 78. PC#
00-42-44-14-03-000-0130.
The Trustee needs to sell the Real Property for the benefit of the
bankruptcy estate. The Court entered an Order Granting Trustee's
Application to Employ Real Estate Broker Alexandra McCabe with
Preferred Properties of South Florida Pursuant to Local Rule
9013-1(4)(4) and 11 U.S.C. Section 327 from Sept. 24, 2021 through
and including Oct. 31, 2022 on Oct. 19, 2021.
As evidenced by the "As Is" Residential Contract for Sale and
Purchase and addendum, Alexandra McCabe with Preferred Properties
has found a buyer willing to pay $650,000 for the Real Property.
The closing is scheduled to occur on March 15, 2022. The Proposed
Purchaser has been advised that the sale is subject to Bankruptcy
Court approval and the ability of the Trustee to obtain an order
allowing the sale of the Real Property free and clear. Such
requirements are specifically set forth within the Contract and
agreed to the terms on the addendum to the Contract.
The Trustee believes that the sale is in the best interest of
creditors and the estate. She seeks an order from the Court
allowing her to sell the Real Property to the Purchaser for the
purchase price of $650,000, free and clear of liens and
encumbrances, as set forth. Moreover, the Trustee seeks authority
from the Court to pay the Realtor, real estate commissions of 6%,
and to pay all other normal and customary costs of closing,
including, but not limited to, all real estate taxes due through
the date of the sale, title insurance, and documentary stamps on
the Trustee's Deed.
Pursuant to the contract, the closing on the sale of the Real
Property is scheduled for March 15, 2022, as also outlined within
the Contract. The Trustee is separately filing a motion with the
Court seeking to shorten the time for the hearing on the Motion.
From any sale proceeds, the Trustee also seeks to pay the Realtor,
Alexandra McCabe a realtor's commission of 6% of the purchase
price. Palm Beach County asserts a lien against the Real being an
Enforcement Lien of Palm Beach County, C-2019-1204 0027, recorded
on December 9, 2019 in Palm Beach County (payoff as of 2/22/2022 is
$26,759.68, $250 per day until compliance, plus administrative
costs of $97.67 and interest in the amount of $167.01 Jozef James
Van Handenhove, et al for property located at 2143 Laura Lane, A,
West Palm Beach, FL). The Trustee seeks the ability to pay such
amount as may be agreed upon with Palm Beach County in order to
resolve such lien.
The Trustee also asks the Court to authorize her to pay to Bank of
New York Mellon which is serviced by Newrez, LLC f/k/a New Penn
Financial, LLC d/b/a Shellpoint Mortgage Servicing in the amount of
$460,836.50 for the full amount due on their mortgage and note.
The Trustee asserts that the proposed sale to the Proposed
Purchaser is in the best interest of the estate and all creditors
in exchange for $650,000 minus real estate commissions and normal
and customary closing costs. The proposed sale of the estate's
right, title and interest in the Real Property is "as is, where
is," with no warranties of any type being given by the Trustee
and/or the estates professionals, other than as defined within the
Contract.
Finally, the Trustee asks the Court to waive the 14-day stay
pursuant to Rule 6004(h).
A copy of the Contract is available at https://tinyurl.com/yuz3a734
from PacerMonitor.com free of charge.
About Maria C. Prows
On Jan. 20, 2021, Maria C. Prows commenced the case by filing a
voluntary petition under Chapter 7 of title 11 of the United
States
Code. The case was converted to a Chapter 11 case on Dec. 17, 2021
and the Court appointed Deborah C. Menotte as the Chapter 11
Trustee on Dec. 21, 2021.
NATIONAL RIFLE ASSOC: Settles Dispute With Ackerman Prior Trial
---------------------------------------------------------------
Katie Buehler, writing for Law360, reports that the National Rifle
Association has settled its dispute with former advertisement
agency, Ackerman, before trial.
Days before a trial was to begin in the National Rifle
Association's thorny fight with ad agency Ackerman McQueen Inc.
after the dissolution of their decadeslong business relationship,
the parties struck a settlement resolving all claims, they told a
Texas federal judge Thursday, March 3, 2022. The parties told
Northern District of Texas Judge A. Joe Fish they have reached a
settlement and plan to file dismissal pleadings by March 21.
Details of the settlement weren't included in the filing and
counsel for the parties didn't immediately respond to requests for
comment Thursday. The NRA and Ackerman McQueen worked together for
nearly 40 years.
About National Rifle Association
Founded in 1871 in New York, the National Rifle Association of
America is a gun rights advocacy group. The NRA claims to be the
longest-standing civil rights organization and has more than five
million members.
Seeking to move its domicile and principal place of business to
Texas amid lawsuits in New York, the National Rifle Association of
America sought Chapter 11 protection (Bankr. N.D. Tex. Case No.
21-30085) on Jan. 15, 2021. Affiliate Sea Girt LLC simultaneously
sought Chapter 11 protection (Case No. 21-30080).
The NRA was estimated to have assets and liabilities of $100
million to $500 million as of the bankruptcy filing.
Judge Harlin Dewayne Hale oversees the cases.
The Debtors tapped Neligan LLP and Garman Turner Gordon LLP as
their bankruptcy counsel, and Brewer, Attorneys & Counselors as
their special counsel.
The U.S. Trustee for Region 6 appointed an official committee of
unsecured creditors on Feb. 4, 2021. Norton Rose Fulbright US, LLP
and AlixPartners, LLP serve as the committee's legal counsel and
financial advisor, respectively.
* * *
Following a 12-day trial, U.S. Bankruptcy Judge Harlin D. Hale
dismissed the National Rifle Association's Chapter 11 case Tuesday,
May 11, 2021, after finding the group filed its petition in bad
faith in order to gain advantage in litigation brought by New
York's attorney general. New York Attorney General Letitia James
sought the dismissal of the case. The judge condemned the NRA's
attempts to avoid accountability, making clear that the
organization's actions were "not an appropriate use of
bankruptcy."
NEET DREAMS LLC: Taps Brannen Firm as Bankruptcy Counsel
--------------------------------------------------------
Neet Dreams LLC received approval from the U.S. Bankruptcy Court
for the Northern District of Georgia to employ The Brannen Firm,
LLC to serve as legal counsel in its Chapter 11 case.
The firm will provide these services:
a. advise the Debtor with respect to its rights, powers, duties,
and obligations in the administration of its bankruptcy case, the
operation of its business, and the management of its property;
b. prepare pleadings and applications, and conduct examinations
incidental to administration;
c. advise and represent the Debtor in connection with all
applications, motions or complaints for reclamation, adequate
protection, sequestration, relief from stays, appointment of
trustee or examiner, and all other similar matters;
d. develop the relationship of the status of the Debtor to the
claims of creditors;
e. assist the Debtor in the formulation and presentation of a
plan pursuant to Chapter 11 of the Bankruptcy Code and concerning
any and all matters relating thereto; and
f. perform other necessary legal services for the Debtor.
The hourly rates charged by the firm's attorneys and paralegals are
as follows:
Joseph Chad Brannen, Attorney $200 per hour
Paralegals $75 per hour
The firm will also seek reimbursement for out-of-pocket expenses.
Joseph Chad Brannen, Esq., a partner at The Brannen Firm, 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:
Joseph Chad Brannen, Esq.
The Brannen Firm, LLC
7147 Jonesboro Road, Ste G
Morrow, GA 30260
Tel: (770) 474-0847
Email: chad@brannenlawfirm.com
About Neet Dreams LLC
Neet Dreams, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-50047) on Jan. 4,
2021, listing up to $50,000 in assets and up to $500,000 in
liabilities. Judge Paul Baisier oversees the case.
Perrie & Associates, LLC is the Debtor's legal counsel.
NEET DREAMS: Brian Thorpe Buying Decatur Property for $345K Cash
----------------------------------------------------------------
Neet Dreams LLC asks the U.S. Bankruptcy Court for the Northern
District of Georgia, Atlanta Division, to authorize the sale of the
real property located at 3176 Sandusky Drive, Dekalb County, in
Decatur, Georgia 30032, to Brian Thorpe for $345,000, cash.
The Debtor owns the 3176 Sandusky Drive. It believes that the
proceeds from this sale will be in excess of any secured
indebtedness associated with 3176 Sandusky Drive.
The Debtor asserts the secured claims related to 3176 Sandusky
Drive are as follows:
a. US Mortgage Resolution LLC - On information and belief, a
deed to secured debt is identified relating to 3176 Sandusky Drive.
This obligation is identified as a line of credit with a maximum
allotted indebtedness in the amount of $68,000. At the time of the
filing of the Emergency Motion, Debtor is not aware of extension of
credit allowed on this indebtedness or any debt being owed on this
deed to secure debt. Neither any underlying promissory note or
deed to secure debt has the Debtor as a party to any such document.
Debtor believes the parties associated to said indebtedness is
David T. Fayne and Viren R. Patel.
b. Sanderwala LLC - Sanderwala LLC has filed a secured claim
[Claim No. 1-2] in the Debtor's Chapter 11 bankruptcy in the amount
of $72,004.48.
c. Dekalb County Tax Commissioner (FiFa) - Upon information
and belief, Dekalb County Tax Commissioner is owed delinquent ad
valorm property taxes secured by a Fifa in the amount of $1,696.14.
The Debtor does not stipulate or consent to the validity of any
debt or lien identified.
The Debtor has a 100% ownership interest in 3176 Sandusky Drive.
It files the Emergency Motion to satisfy the secured indebtedness
on the property and to enhance funding to fully satisfy all its
remaining outstanding obligations. In furtherance of that
objective, the Debtor has secured a contract to sell 3176 Sandusky
Drive for $345,000 cash to the Buyer. The closing is scheduled for
March 7, 2022.
The Debtor requests the entry of an order authorizing it to sell
3176 Sandusky Drive on the terms set forth in the Purchase
Agreement free and clear of liens, claims, and encumbrances, with
all liens or security interests of the Secured Creditor attaching
to the proceeds of the sale. It has determined that selling the
property pursuant to the Purchase Agreement is in the best
interests of the estate and his creditors.
Finally, the Debtor requests that the order granting the Motion be
effective immediately by providing that the 14-day stays applicable
under Rule 6004(h) of the Bankruptcy Rules be waived.
A copy of the Agreement is available at
https://tinyurl.com/5n96ye3z from PacerMonitor.com free of charge.
About Neet Dreams
Neet Dreams, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-50047) on January 4,
2021. At the time of the filing, the Debtor had estimated assets
of
less than $50,000 and liabilities of between $100,001 and
$500,000.
Judge Paul Baisier oversees the case. Perrie & Associates, LLC is
the Debtor's counsel.
NEOVASC INC: To Report Q4, Full Year 2021 Results on March 10
-------------------------------------------------------------
Neovasc Inc. will report financial results for the quarter and full
year ended Dec. 31, 2021 on Thursday, March 10, 2022. Neovasc's
President and Chief Executive Officer Fred Colen, and Chris Clark,
chief financial officer, will host a conference call to review the
company's results at 4:30 pm EDT on March 10, 2022.
Interested parties may access the conference call by dialing (877)
407-9208 or (201) 493-6784 (International) and reference Conference
ID 13726770. Participants wishing to join the call via webcast
should use the link posted on the investor relations section of the
Neovasc website at https://www.neovasc.com/investors/. A replay of
the webcast will be available approximately 30 minutes after the
conclusion of the call using the link on the Neovasc website.
About Neovasc Inc.
Neovasc -- www.neovasc.com -- is a specialty medical device company
that develops, manufactures and markets products for the rapidly
growing cardiovascular marketplace. The Company develops minimally
invasive transcatheter mitral valve replacement technologies, and
minimally invasive devices for the treatment of refractory angina.
Its products include the Neovasc Reducer, for the treatment of
refractory angina, which is not currently commercially available in
the United States (2 U.S. patients have been treated under
Compassionate Use) and has been commercially available in Europe
since 2015, and Tiara, for the transcatheter treatment of mitral
valve disease, which is currently under clinical investigation in
the United States, Canada, Israel and Europe.
Neovasc reported a net loss of $28.69 million for the year ended
Dec. 31, 2020, compared to a net loss of $35.13 million for the
year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had
$17.88 million in total assets, $15.90 million in total
liabilities, and $1.98 million in total equity.
Grant Thornton, LLP, in Vancouver, Canada, the Company's auditor
since 2002, issued a "going concern" qualification in its report
dated March 10, 2021, citing that the Company incurred a
comprehensive loss of $30.2 million during the year ended Dec. 31,
2020. These conditions, along with other matters, raise
substantial doubt about the Company's ability to continue as a
going concern as at Dec. 31, 2020.
NOISE SOLUTIONS: Taps Stephen S. Photopoulos as Special Counsel
---------------------------------------------------------------
Noise Solutions (USA), Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to employ The Law
Office of Stephen S. Photopoulos as special counsel for tax-related
matters.
The firm's services include:
a. assisting the Debtor in the preparation and filing of
federal and state tax returns;
b. assisting in the resolution of outstanding tax matters;
c. representing the Debtor in tax-related disputes or
appeals;
d. assisting the Debtor in its dispute with the Commonwealth
of Pennsylvania,
Department of Revenue; and
e. providing general advice on federal and state tax-related
matters.
The hourly rates charged by the firm for its services are as
follows:
Steve Photopoulos, Esq. $300 per hour
Amanda Lee $150 per hour
The firm received a retainer in the amount of $8,000.
Steve Photopoulos, Esq., a principal at The Law Office of Stephen
S. Photopolous, disclosed in a court filing that he is a
disinterested person within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Steve S. Photopoulos, Esq.
The Law Office of Stephen S. Photopoulos
3000 McKnight East Drive, Suite 330
Pittsburgh, PA 15237
Phone: 412-376-8822
About Noise Solutions
Noise Solutions (USA), Inc. is a Sharon, Pa.-based provider of
engineered industrial noise suppression for the energy sector.
Noise Solutions filed its voluntary petition for Chapter 11
protection (Bankr. W.D. Penn. Case No. 21-10616) on Nov. 5, 2021,
listing up to $50,000 in assets and up to $10 million in
liabilities. Scott K. MacDonald, president and chief executive
officer, signed the petition.
Donald R. Calaiaro, Esq., at Calaiaro Valencik and The Law Office
of Stephen S. Photopoulos serve as the Debtor's bankruptcy counsel
and special counsel, respectively.
NORDIC AVIATION: American Airlines Buying ERJ 170-100LR Aircrafts
-----------------------------------------------------------------
Nordic Aviation Capital Designated Activity Company and its
affiliates ask the U.S. Bankruptcy Court for the Eastern District
of Virginia to authorize their private sale of four ERJ 170-100LR
aircraft and related assets, free and clear of all liens, claims,
encumbrances, and other interests, pursuant to their aircraft
purchase agreement by and among Wilmington Trust Co., as the
Seller, Debtor Nordic Aviation Capital Designated Activity Co.
("NAC DAC"), Debtors Aldus Portfolio Leasing Limited and NAC
Aviation 29 Designated Activity Co. ("NAC 29"), as owner
participants, and American Airlines, Inc., as Purchaser.
Although complex in practice, the basic premise of the Debtors'
business is simple -- maximize value from their aircraft fleet.
Generally, the Debtors accomplish that end through leasing their
aircraft to airlines. Occasionally, however, the value-maximizing
path for certain aircraft is an outright sale. Through the
Aircraft Sales, the Debtors will capture substantial value --
approximately $68 million in cash -- for stakeholders by monetizing
eight aircraft through outright sales. Critically, the Aircraft
Sales will enable the Debtors to avoid incurring the future costs
required to maintain the Aircraft in a marketable condition or
return the Aircraft to lease-readiness.
The ERJ Aircraft, which were on lease to Aerolitoral, S.A. De C.V.
("Aeroméxico") until July 2020, consist of four 16-year-old
E170-100LR aircraft. In July 2020, however, Aeroméxico rejected
those leases pursuant to section 365 of the Bankruptcy Code through
its own chapter 11 process. Since then, the ERJ Aircraft have been
in storage in Tucson, Arizona. The CRJ900 Aircraft, consisting of
four 4- to 5-year-old CRJ900 aircraft, were on lease to CityJet DAC
until CityJet entered into an Irish examinership process in April
2020. As part of the examinership process, CityJet returned the
CRJ900 Aircraft to the Group between August and October 2020.
Since then, the CRJ900 Aircraft have been in storage in Billund,
Denmark.
Soon after the return of the Aircraft to the Debtors, the Debtors
began to market the Aircraft for re-lease. Thy have not received
any leasing offers from their existing or prospective customers to
date. As a result, they began contemplating an outright sale of
the Aircraft in approximately the third fiscal quarter of 2020 and
began related marketing efforts in earnest soon thereafter. The
Aircraft are, however, niche assets, and therefore have been
marketable only to a narrow market. In their efforts to market the
Aircraft for both re-lease and sale, the Debtors approached all
known potential buyers -- approximately five parties with respect
to the ERJ Aircraft and each of the United States regional and
major airlines, including American, for the CRJ900 Aircraft.
As a result, the Debtors and American commenced negotiations with
respect to the ERJ Aircraft and the CRJ900 Aircraft in the fourth
fiscal quarter of 2020 and the second fiscal quarter of 2021,
respectively. On Nov. 19, 2021, the parties executed a letter of
intent regarding the ERJ Sale, and on Feb. 2, 2022, the parties
executed a letter of intent regarding the CRJ Sale. As a result of
their negotiations with American, the Debtors achieved an aggregate
purchase price substantially more favorable than the Purchaser’s
initial offer.
The Aircraft Sales relieve the Debtors from the substantial costs
of maintaining the Aircraft. Further, the Debtors continue to
incur storage costs while the Aircraft are out of use --
approximately $11,700 per month.
The key terms and conditions of the ERJ Aircraft Purchase Agreement
are:
a. Additional Party: Nordic Aviation Capital Designated
Activity Company
b. Sellers Wilmington Trust Company, acting not in its
individual capacity, but solely as owner trustee under the Aldus
Trust and NAC 29 ERJ Trust
c. Owner Participants Aldus Portfolio Leasing Limited and NAC
Aviation 29 Designated Activity Company
d. Purchaser: American Airlines, Inc.
e. Operator Envoy Air Inc.
f. The Aircraft The four aircraft to be sold are: Aircraft MSN
17000024; Aircraft MSN 17000025; Aircraft MSN 17000087; and
Aircraft MSN 17000092.
g. Purchase Price: $4 million per Aircraft.
h. Title As of the Closing of each respective Aircraft, the
applicable Seller has full legal title and good title to such
Aircraft free and clear of any Liens (other than any Liens created
by or through the Purchaser) and the applicable Seller has conveyed
to Purchaser full legal title and good title to such Aircraft, free
and clear of all Liens (other than any Liens created by or through
Purchaser).
i. Taxes and Assessments: The Purchaser agrees to pay promptly
when due, and to indemnify and hold harmless NAC, Owner
Participants and Sellers (as applicable) from Taxes arising from
the transfer of title to each Aircraft to Purchaser other than as
set forth in the ERJ Aircraft Purchase Agreement.
The key terms and conditions of the CRJ900 Aircraft Purchase
Agreement are:
a. Additional Party: Nordic Aviation Capital Designated
Activity Company
b. Seller: Wilmington Trust Company, acting not in its
individual capacity, but solely as owner trustee under NAC 29
CRJ900 Trust
c. Owner Participant: NAC Aviation 29 Designated Activity
Company
d. Purchaser: American Airlines, Inc.
e. Operator: PSA Airlines, Inc.
f. The Aircraft The four aircraft to be sold are: Aircraft MSN
15426; Aircraft MSN 15428; Aircraft MSN 15429; and Aircraft MSN
15434.
g. Purchase Price: $13 million per Aircraft
To maximize the value received for the Aircraft, the Debtors seek
to close the Aircraft Sales as soon as possible after the hearing
to consider the Motion. Accordingly, they request that the Court
waives the 14-day stay period under Bankruptcy Rules 6004(h).
A copy of the Agreements is available at
https://tinyurl.com/yc8f47du from PacerMonitor.com free of charge.
About Nordic Aviation Capital
Nordic Aviation Capital is the leading regional aircraft lessor
serving almost 70 airlines in approximately 45 countries. Its
fleet
of 475 aircraft includes ATR 42, ATR 72, De Havilland Dash 8,
Mitsubishi CRJ900/1000, Airbus A220 and Embraer E-Jet family
aircraft.
On Dec. 17, 2021, Nordic Aviation Capital Pte. Ltd., NAC Aviation
17 Limited, NAC Aviation 20 Limited, and Nordic Aviation Capital
A/S each filed petitions seeking relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Va.). On Dec. 19, 2021, Nordic
Aviation Capital Designated Activity Company and 112 affiliated
companies also filed petitions seeking Chapter 11 relief. The lead
case is In re Nordic Aviation Capital Designated Activity Company
(Bankr. E.D. Va. Lead Case No. 21-33693).
Judge Kevin R. Huennekens oversees the cases.
The Debtors tapped Kirkland & Ellis and Kutak Rock, LLP as
bankruptcy counsels and the law firms of Clifford Chance, LLP,
William Fry, LLP and Gorrissen Federspiel as corporate counsels.
N.M. Rothschild & Sons Limited, Ernst & Young, LLP and
PricewaterhouseCoopers, LLP serve as the Debtors' financial
advisor, restructuring advisor and tax advisor, respectively. Epiq
Corporate Restructuring, LLC is the claims and noticing agent.
NORTH RICHLAND HILLS: Wins Cash Collateral Access Thru April 15
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, has authorized North Richland Hills Alamo, LLC et
al. to use the cash collateral of BTH Bank, National Association,
on an interim basis in accordance with the budget, with a 15%
variance.
The Debtor is permitted to use cash collateral through and
including the earlier of (a) April 15, 2022, (b) the conclusion of
the final hearing on the Debtors' use of cash collateral, or (c)
termination of the Interim Order following issuance of a
Termination Notice.
As adequate protection, BTH Bank is granted replacement liens upon
all assets and property of the Debtors and their estates. The
Replacement Liens so granted are in addition to all security
interests, liens, and rights of setoff existing in favor of BTH
Bank on the Petition Date, and are and will be valid, perfected,
enforceable, and effective as of the Petition Date without any
further action of the Debtors or BTH Bank and without the necessity
of the execution, filing or recording of any financing statements,
security agreements, deeds of trust, or other documents, or of
obtaining control agreements over bank accounts.
Moreover, BTH Bank is also granted an administrative claim with a
priority equivalent to a claim under Bankruptcy Code sections
364(c)(1), 503(b), and 507(b), on a dollar-for-dollar basis for and
solely to the extent of any Diminution in Value, subject to the
Carve-Out.
The Carve-Out means all budgeted accrued but unpaid fees and
expenses of the attorneys, accountants, or other professionals
retained by the Debtors under Bankruptcy Code sections 327 or 1181
and the subchapter V trustee incurred until the earlier of:
(1) 45 days from the date of entry of the Interim Order;
(2) the entry of the Final Order, or
(3) the delivery of a Termination Notice.
The Carve-Out also means Professional Fees and Expenses in the
maximum amount of $150,000 incurred after delivery of a Termination
Notice.
The final cash collateral hearing is scheduled for March 24 at 1:30
p.m.
A copy of the order and the Debtor's 18-week budget is available at
https://bit.ly/3sAtfOv from PacerMonitor.com.
The Debtor projects $2,482,625 in total receipts and $1,986,415 in
total operating disbursements for the period.
About North Richland Hills Alamo, LLC
North Richland Hills Alamo, LLC owns and operates franchisees of
the premium dine-in movie theater chain, Alamo Drafthouse Cinema.
Alamo Drafthouse is a dine-in movie theater concept, where theaters
have full-service kitchens and liquor licenses to serve alcoholic
beverages.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-40384) on February
25, 2022. In the petition signed by William C. DiGaetano, chief
executive officer, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Edward L. Morris oversees the case.
Polsinelli PC represents the Debtor as legal counsel.
Omni Agent Solutions serves as the noticing and solicitation
agent.
OLD REDFORD: S&P Affirms 'BB-' Rating on 2005A/2010A Revenue Bonds
------------------------------------------------------------------
S&P Global Ratings revised the outlook to stable from negative and
affirmed its 'BB-' long-term rating on the Michigan Public
Educational Facilities Authority's series 2005A limited obligation
revenue bonds and the Michigan Finance Authority's series 2010A
limited obligation revenue bonds, both issued on behalf of Old
Redford Academy.
"The outlook revision reflects S&P Global Ratings' opinion that
while Old Redford continues to face material enrollment declines,
it has taken steps to provide financial flexibility and improve
operational performance," said S&P Global Ratings credit analyst
Chase Ashworth. "In addition, management notes it has implemented
strategies to improve enrollment trends and academic performance,
coupled with expectations for maintenance of at least balanced
financial operations and liquidity in line with current levels.
Furthermore, we view the school's relationship with its charter
authorizer as improved relative to prior years, based on
discussions with management and the school's authorizer, and the
risk related to charter revocation has lowered, in our view."
S&P said, "We view the risks posed by COVID-19 to public health and
safety as an elevated social risk for the charter school sector
under our environmental, social, and governance factors. While
vaccine progress alleviated some concerns, the continued
uncertainty with the emergence of variants could continue to affect
modes of instruction and enrollment trends, and this could in turn
affect financial operations. However, we note the school has shown
resilience thus far through the COVID-19 pandemic. We view social
capital risk as slightly elevated as a result of the impact of
demographic factors on the school's enrollment trends, with the
out-migration in the greater Detroit metropolitan area and an aging
population base lending to a smaller school age population from
which to draw students. For Old Redford, we understand management
is making strategic efforts to stabilize enrollment, evidenced by
increased strategic planning and marketing practices, partly
mitigating these risks. In addition, the school has elevated
governance risk as characterized by its recent history of shorter
charter term renewals. We view the shorter charter term as an area
of risk because charter schools are required to have and maintain a
charter contract to operate. The shorter renewals leave the charter
susceptible to a greater possibility of nonrenewal or potential
revocation. Despite the elevated social and governance risks, we
believe the school's environmental risk is in line with our view of
the sector as a whole."
OMNIQ CORP: Receives $1 Million Purchase Order From LTL Firm
------------------------------------------------------------
OMNIQ Corp. has received a $1.0 million purchase order from one of
the largest U.S.-based less-than-truckload (LTL) firms. The
purchase order calls for additional support services as part of
on-going mobility platform upgrade.
The LTL firm has been a customer of omniQ for 20+ years and has
been experiencing rapid growth in the transportation and logistics
space and has invested further into IT support platforms with OmniQ
and Zebra technologies. The follow-on order supports earlier
purchases of rugged all-touch computers for workers inside or
outside the four walls which allows for complete cellular network
flexibility, faster WiFi connections, superior barcode capture, a
high quality color rear camera for photos and videos, a
front-facing 5MP color camera for video calls and soft keys for
one-touch access to the most frequently used features. The
state-of-the-art device improves logistics efficiencies by enabling
quick and accurate control of shipping/receiving and inventory
management, all based on the advanced Android Operating System.
This same customer is evaluating additional products and services
for driver support and safety as a next generation direction.
Shai Lustgarten, president and CEO at omniQ, commented, "The
longevity of our client relationships reflects the quality of our
solutions and demonstrates the power of our Fortune 500 customer
base and the advantages of our business model. This order comes
from a growing and successful customer that has been investing in
innovation and efficiencies based on omniQ technology for over two
decades. We are grateful for our enduring relationship with top
tier customers like this one and many others and look forward to
serving them for decades to come."
About omniQ Corp.
Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) --
http://www.omniq.com-- provides computerized and machine vision
image processing solutions that use patented and proprietary AI
technology to deliver data collection, real time surveillance and
monitoring for supply chain management, homeland security, public
safety, traffic and parking management and access control
applications. The technology and services provided by the Company
help clients move people, assets and data safely and securely
through airports, warehouses, schools, national borders, and many
other applications and environments.
Omniq Corp. reported a net loss attributable to common stockholders
of $11.31 million for the year ended Dec. 31, 2020, compared to a
net loss attributable to common stockholders of $5.31 million for
the year ended Dec. 31, 2019. As of June 30, 2021, the Company had
$35.86 million in total assets, $44.50 million in total
liabilities, and a total stockholders' deficit of $8.64 million.
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated March 31, 2021, citing that the Company has a deficit in
stockholders' equity, and has sustained recurring losses from
operations. This raises substantial doubt about the Company's
ability to continue as a going concern.
PARADIGM PROPERTY: Fine-Tunes Plan Documents
--------------------------------------------
Paradigm Property Enhancements, Inc. submitted an Amended Plan of
Reorganization for Small Business dated March 1, 2022.
This Plan of Reorganization proposes to pay creditors of Paradigm
Property Enhancements, Inc from cash flow from operations.
Non-priority, non-insider, unsecured creditors holding allowed
claims will receive distributions of all the debtor's net
disposable income for a period of five (5) years beginning with the
effective date of the plan, to be disbursed by the subchapter V
trustee in deferred quarterly payments. Insiders holding
nonpriority unsecured claims will receive no payments during the
course of the plan. This Plan also provides for the payment of
administrative and priority claims.
Payments and distributions under the Plan will be funded from cash
flow from the Debtor's operations. The Debtor will pay normal
operating expenses and make disbursements as set forth in the plan
from income generated by the Debtor's business activity. The Debtor
projects that it will receive enough income revenue during the
course of the plan to meet all of its financial obligations as set
forth in the plan.
"Current contract supply reserve" identifies contract funds that
have been received and are earmarked for the purchase of materials
and supplies necessary to complete contracts for which the funds
were received. The debtor anticipates that all funds reflected in
this line item will be expended in the following quarter solely for
the purchase of materials and supplies needed to complete contracts
for which funds were received in the current quarter.
A full-text copy of the Amended Plan of Reorganization dated March
1, 2022, is available at https://bit.ly/3INfUIa from
PacerMonitor.com at no charge.
About Paradigm Property
Paradigm Property Enhancements, Inc., is an Ohio Subchapter S
corporation wholly owned by David Elchlinger. Paradigm filed a
Chapter 11 bankruptcy petition (Bankr. N.D. Ohio Case No. 21 11070)
on March 27, 2021. The Debtor is represented by Richard H. Nemeth,
Esq. of NEMETH & ASSOCIATES, LLC.
PERKY JERKY: Sets Sale Procedures for Substantially All Assets
--------------------------------------------------------------
Perky Jerky, LLC, seeks approval from the U.S. Bankruptcy Court for
the District of Colorado to approve its proposed sale procedures in
connection with the auction sale of substantially all assets.
The Debtor maintains two secured loans:
a. The Debtor and Aegis Business Credit entered into the
certain Purchase Order/Factoring and Security Agreement dated April
24, 2020 ("HIH Loan Agreement"). Aegis assigned the HIH Loan
Agreement to Howard Investment Holdings, LLC ("HIH") pursuant to
that certain Assignment and Consent Agreement dated Dec. 11, 2020.
An original UCC-1 financing statement was filed with the Delaware
Secretary of State on April 23, 2020. On Dec. 21, 2020, HIH filed
a subsequent UCC-1 financing statement reflecting the assignment.
The HIH Loan Agreement provides HIH with a lien on substantially
all of the assets of the Debtor. The amount due and owing under
the HIH Loan Agreement is approximately $810,420.31.
b. The Debtor and Triple Peak, LLC entered into the Junior
Secured Promissory Note in principle amount of $400,000 and dated
Sept. 4, 2020. The Triple Peak Note granted the Triple Peak a lien
on substantially all of the assets of the Debtor. As a part of the
Triple Peak Note, Triple Peak agreed its indebtedness is
subordinate to the HIH Loan Agreement. Triple Peak filed a UCC-1
financing statement with the Delaware Secretary of State on Sept.
11, 2020. The amount due and owing under the Triple Peak Note is
approximately $260,000.
In connection with all matters related to the marketing and sale of
the Assets, the Debtor has retained the services of r² advisors
llc. It, at this time, has determined a sale of its Business,
including substantially all of its assets, is the best way to
maximize value for creditors.
By the Motion, the Debtor is requesting entry of two separate
orders, to be considered at two successive hearings. First, the
Debtor seeks entry of an order in the form filed herewith (1)
approving certain sale procedures to be employed in connection with
the proposed sale; (2) approving the form and manner of notice of
the proposed sale and Sale Procedures; (3) establishing the
deadline by which parties may (i) object to the sale, including the
assumption and assignment of executory contracts and unexpired
leases and (ii) with respect to the proposed assumption and
assignment of such contracts and leases, challenge the cure
amounts, if any, identified by the Debtor; and (4) scheduling an
auction to consider competing bids for the purchase of the Assets
and a hearing to consider approval of any sale.
Second, the Debtor seeks entry of an order approving the sale of
substantially all of the Assets free and clear of liens, claims,
and other encumbrances. The Sale Order would (1) authorize and
approve the proposed sale pursuant to an Asset Purchase Agreement
or Agreements submitted in accordance with the Sale Procedures, and
(2) approve the assumption and assignment of any executory
contracts and unexpired leases to be transferred to the successful
competing bidder or bidders. A proposed form of the Sale Order
will be filed with the Court and served on parties in interest at
least 10 days before the date set for the Sale Hearing.
To facilitate the orderly but expeditious sale of the Assets, the
Debtor requests that the Court implement the following Sale
Procedures:
a. The Broker was to identify on Feb. 23, 2022, an initial
bidder for the Assets, whose offer will be subject to higher or
otherwise better competitive bids.
b. On April 14, 2022, an auction will be conducted in the
event the Debtor receives multiple Qualified Bids for the Assets.
c. Set forth re the proposed procedures to be employed with
respect to the sale of the Assets to the Successful Bidder, which
are designed to facilitate a full and fair process and maximize the
value of the Assets for the benefit of the Debtor's creditors and
bankruptcy estate.
d. In order to participate in the sale process, each
interested person or entity must deliver (unless previously
delivered) to Debtor and the Broker the Required Bid Materials. A
Bidder that delivers the Required Bid Materials whose financial
information demonstrates the financial capability of the Bidder to
consummate the sale, and that the Debtor, in consultation with the
Broker, determines is likely to be able to consummate the sale
within an acceptable time frame will be deemed a "Qualified
Bidder." The bid will be deemed a "Qualified Bid."
e. The Debtor will make available at the written request of
any creditor any bid that is not deemed a Qualified Bid.
f. A deposit in the amount of 10% of the purchase price
proposed by the Bidder made payable to Broker, which will be
maintained by Broker in a segregated account, not subject to the
claims, liens, security interests or encumbrances of any party.
g. Bid Deadline: April 12, 2022, at 4:00 p.m.
h. The Auction will be conducted at the offices of Wadsworth
Garber Warner Conrardy, PC, 2580 West Main Street, Suite 200, in
Littleton, Colorado 80120, at 11:00 a.m. (MT) on April 14, 2022.
i. At the commencement of the Auction, bidding will begin at
the purchase price stated in the highest or otherwise best
Qualified Bid for the Assets, and will subsequently continue in
minimum increments of at least $50,000 higher than the previous
Qualified Bid, plus the initial Overbid Amount will include a
break-up fee and expense reimbursement of $50,000. The bidding will
not end until all bidders have submitted their last and best
offers.
j. A hearing to approve the sale of the Assets will be
scheduled at the convenience of the Bankruptcy Court as soon as is
practicable after the Auction.
Within three business days of the Auction, the Debtor will file
with the Court the Sale Notice. Any party that desires to receive
a copy of the Sale Notice will provide in writing by April 1, 2022,
a written request to the counsel for the Debtor requesting to be
served with a copy of the Sale Notice.
The Debtor is also requesting authorization to sell the Business
and/or Assets free and clear of liens, claims and encumbrances and
other interests.
The Debtor proposes the procedures to administer the Assumed
Contracts. No later than 4 days after the Sale Hearing, the Debtor
will serve the Proposed Cure Notice upon each of the non-debtor
parties to the Assumed Contracts that the Debtors intend to assume
and assign the Assumed Contracts to the Successful Bidder.
In the case, the Debtor anticipates that the purchase price
received for the encumbered assets may exceed the aggregate value
of all known liens on the assets to be sold. All liens will attach
to the proceeds with the same validity, priority and perfection,
and to the same extent as may exist in the Assets which are sold.
About Perky Jerky LLC
Perky Jerky, LLC is a wholesaler of all natural meat jerky
products
and distributes to a variety of retailers, including grocery
stores, drug stores, and other mass retailers. The Denver-based
company also maintains an on-line sale presence.
Perky Jerky filed a petition for Chapter 11 protection (Bankr. D.
Colo. Case No. 21-15685) on Nov. 15, 2021, disclosing $1,934,044
in
assets and $15,753,488 in liabilities. Brian Levin, chief
executive
officer, signed the petition.
Judge Joseph G. Rosania Jr. oversees the case.
Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, P.C.
is
the Debtor's legal counsel. r2 advisors, llc serves as the
Debtor's
marketing and business management advisor.
PINNACLE CONSTRUCTORS: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Pinnacle Constructors, Inc.
263 Anthony Ln
Shelbyville, TN 37160
Business Description: Pinnacle Constructors specializes in
underground utility work, site grading, and
equipment hauling.
Chapter 11 Petition Date: March 4, 2022
Court: United States Bankruptcy Court
Middle District of Tennessee
Case No.: 22-00670
Judge: Hon. Randal S. Mashburn
Debtor's Counsel: Nancy King, Esq.
EMERGELAW, PLC
4000 Hillsboro Pike 1112
Nashville, TN 37215
Tel: 615-815-1535
Email: nancy@emerge.law
Total Assets: $4,199,550
Total Liabilities: $5,790,412
The petition was signed by Kevin Webb as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/JE6ICKQ/Pinnacle_Constructors_Inc__tnmbke-22-00670__0001.0.pdf?mcid=tGE4TAMA
PINNACLE DEVELOPMENT: Continued Operations to Fund Plan
-------------------------------------------------------
Pinnacle Development Group LLC filed with the U.S. Bankruptcy Court
for the Southern District of New York a Plan of Reorganization
under Subchapter V dated March 1, 2022.
Pinnacle Development was incorporated in 2004 and operates as a
vacation rental business in collaboration with Airbnb.
The Debtor experienced financial distress due to the Covid crisis
resulting in a significant decrease in bookings. The subchapter V
case was filed in order to submit a restructuring plan with its
secured creditor, U.S. Bank Trust National Association, as the
Trustee of the LB-Cabana Series IV Trust.
Class 2 consists of the Secured Claim of LB-Cabana. The Secured
Claim of LB-Cabana is $144,935.57, inclusive of arrears in the
amount of $47,341.57. The arrears will be paid over the course of
60 months, resulting in monthly payments of $789.02.00. The Debtor
will resume the post-petition monthly mortgage payments to be paid
contractually. The first monthly payment on the Class 2 claim shall
be made on the first of the calendar month immediately following
the effective date and continue monthly thereafter.
Class 4 consists of the interest of the principal of the Debtor,
David Raven. The holder of the Class 4 interest shall retain his
interest.
The Debtor's Chapter 11 Plan will be implemented by revenues
generated and received in the ordinary course and operation of the
Debtor's business.
The principal of the Debtor, David Raven, will continue to manage
the Debtor's business and retain the 100% ownership interest in the
Debtor post-confirmation.
A full-text copy of the Plan of Reorganization dated March 1, 2022,
is available at https://bit.ly/3pEvYVi from PacerMonitor.com at no
charge.
Attorneys for the Debtor:
SALTS LAW OFFICE
Devon Salts, Esq.
2537 Route 52, Bldg. 3
Hopewell Junction, New York 12533
(914) 482-3137
About Pinnacle Development
Pinnacle Development Group LLC was incorporated in 2004 and
operates as a vacation rental business in collaboration with
Airbnb. The Debtor is represented by Devon Salts, Esq. of SALTS LAW
OFFICE.
POWAY PROPERTY: Kassab Buying Poway Property for $15.5 Million Cash
-------------------------------------------------------------------
Poway Property, LP, asks the U.S. Bankruptcy Court for the Southern
District of California to authorize the sale of the real property
commonly known as 13247-13255 Poway Road, in Poway, California, to
Ghassan Kassab for $15.5 million cash pursuant to the terms of the
Commercial Property Purchase and Joint Escrow Agreement dated Feb.
11, 2022, subject to overbid.
A hearing on the Motion is set for March 28, 2022, at 2:30 p.m.
The Buyer has offered to purchase the Property for $15.5 million
cash. He has deposited into escrow $250,000. The Property is
being sold on an "as is, where is" basis, with no warranties,
recourse, or representations of any kind. The proposed sale to the
Buyer requires approval of the Bankruptcy Court and is subject to
qualified overbids. The sale will be free and clear of all
monetary liens, with such liens to attach to the sales proceeds.
The Debtor proposes the following overbid procedures:
a. Bid Deadline: TBD
b. Initial Bid: $15.75 million
c. Deposit: $250,000
d. Auction: An auction will be conducted at the hearing on the
Motion as is necessary in order to increase their bid.
e. Bid Increments: $100,000
f. Breakup Fee: $100,000
g. As to UC Poway Post Holders, LLC or any other creditor
having a security interest in the Property, the creditor will be
permitted to participate in the scheduled sale without the
requirement of a Deposit and to "credit bid" up to the full amount
of the balance due on its security interest after bidding to pay
all liens senior to its applicable lien interest.
The Debtor asks the Court to authorize it to pay the current real
property taxes, broker's commission (if applicable), undisputed
secured claims, and other customary costs of sale out of escrow.
After solicitation of offers for the Property over the past months,
the current offer from the Buyer is the best viable offer received
to date. Moreover, the Overbid Procedures provide a process by
which the Debtor could secure a higher price for the Property.
Hence, the Debtor respectfully requests the Court to approve the
relief sought.
About Poway Property LP
Poway, Calif.-based Poway Property, LP filed its voluntary
petition
for Chapter 11 protection (Bankr. S.D. Calif. Case No. 21-03654)
on
Sept. 13, 2021, listing up to $50,000 in assets and up to $50
million in liabilities. David Hall, director, signed the
petition.
Judge Christopher B. Latham oversees the case. David L. Speckman,
Esq., at Speckman Law Firm represents the Debtor as legal counsel.
PUERTO RICO: Objectors to Bankruptcy Plan Lose Stay Bids Appeal
---------------------------------------------------------------
Hailey Konnath of Law360 reports that the federal bankruptcy judge
overseeing Puerto Rico's financial restructuring on Thursday, March
3, 2022, refused to stay her order confirming the territory's plan
of adjustment while objectors appeal, holding that the teachers
associations and credit unions aren't likely to prevail in their
challenges to the plan.
U.S. Bankruptcy Judge Laura Swain, who approved the plan in January
after years of litigation, denied a pair of motions to stay pending
appeal. Besides an unlikelihood of success in their appeals, the
judge held that the teachers associations and credit unions hadn't
established that they would be irreparably harmed should the
confirmation order be left in place.
About Puerto Rico
Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70 billion,
a 68% debt-to-GDP ratio and negative economic growth in nine of the
last 10 years.
The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.
The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III of
2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ('PROMESA').
The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21, 2017. On July 2, 2017, a Title III case was commenced for
the Puerto Rico Electric Power Authority ("PREPA").
U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases. The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that may
be referred to her by Judge Swain, including discovery disputes,
and management of other pretrial proceedings.
Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.
The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets, as municipal investment
banker, and Ernst & Young, as financial advisor.
Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at
O'Neill & Borges are on-board as attorneys.
McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets Inc.
is the Board's municipal investment banker.
Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at
https://cases.primeclerk.com/puertorico
Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA,
and PREPA.
O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.
The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.
PURDUE PHARMA: Oregon Gets $97M From Settlement
-----------------------------------------------
Attorney General Ellen Rosenblum announced on March 3, 2022 that a
major settlement with Purdue Pharma and the Sackler family that
will deliver up to $6 billion nationally for their role in the
opioid epidemic. Oregon will receive up to $97 million in the
settlement, all of which will be used for opioid treatment and
prevention. On Friday, the historic $26 billion opioid agreement
against the three largest distributors of opioids (McKesson,
AmerisourceBergen and Cardinal Health) and drug manufacturer
Johnson & Johnson was also approved, with Oregon and its cities and
counties to receive approximately $329 million from the settlement.
Oregon was part of the lead group of attorneys general negotiating
both settlements.
Oregon's break-down of the Purdue Pharma settlement includes: $34
million from March 3, 2022's settlement, $56 million from the
original bankruptcy plan, and up to an additional $7 million
depending upon the sale of certain assets. Oregon will receive the
first settlement payment starting this year.
"Purdue Pharma's original bankruptcy plan failed to achieve justice
for the millions of Americans who have been victims of the
Sackler’s greed. This family-owned company profited handsomely
for decades while their conduct continued to lead to addiction and
death of millions, including thousands of Oregonians," said
Attorney General Rosenblum. "While these tragedies can never be
undone, March 3, 2022's settlement—which still needs court
approval—is a vast improvement and results in significant benefit
to all the country. Oregon has been at the negotiating table every
step of the way, and I am especially grateful to Sr. Assistant
Attorney General David Hart who has spent countless hours at the
negotiating table—right up to this morning!"
The settlement keeps intact provisions of the Purdue bankruptcy
plan that forces the company to be dissolved or sold by 2024 and
bans the Sackler family from the opioid business and requires
Purdue to publicly disclosure additional records. It also requires
the Sackler family to make a statement of regret and allow museums
and other institutions to remove the Sackler name from buildings
and scholarships. The agreement—and the prior bankruptcy
plan—also does not release the Sackler family from potential
future criminal liability. The settlement is conditioned upon
completion of an ongoing legal process in the federal bankruptcy
and appellate courts.
In July 2021, Oregon and eight other Attorneys General appealed to
a federal judge to reject Purdue Pharma's proposed bankruptcy plan,
which includes a lifetime legal shield for the company's owners,
the Sackler family. March 3, 2022's announcement is the culmination
of an intensive court-ordered mediation, which began on January 3.
The mediation was extended twice and included dozens of negotiation
sessions with nine Attorneys General and their staff, with Judge
Shelley C. Chapman serving as mediator.
Purdue settlement highlights include:
The Sackler family must pay $1 billion above the previous
bankruptcy plan, as well as an additional $175 million which was
previously conditioned on certain approvals. The final payments are
spread over 18 years, with larger payments frontloaded so that
State will receive more money, sooner as compared to the previous
bankruptcy plan.
The Sackler family must pay up to an additional $500 million in the
event their asset sales reach a specified benchmark.
The Sackler family issues a statement of regret for their role in
the opioid epidemic, and to the victims whose lives have been
devastated.
The Sackler family must allow institutions to remove the family
name from buildings, scholarships, and fellowships.
Mediator Judge Shelley C. Chapman urged the Bankruptcy Court to
require the Sacklers to participate in a public hearing where
victims and their survivors would be given an opportunity to
directly address the family.
Purdue must make public additional documents that have been
previously withheld. These include legal advice regarding advocacy
before Congress, the promotion, sale, and distribution of Purdue
opioids, structure of the Purdue Compliance Department and its
monitoring and abuse deterrence systems, and documents regarding
recommendations from McKinsey & Company, Razorfish, and Publicis
related to the sale and marketing of opioids.
States reserve their rights to oppose non-consensual, non-debtor
releases before the U.S. Supreme Court, should an appeal be heard
there.
History of Purdue Pharma Litigation in Oregon:
Oregon and 25 other states in 2007 settled the first multi-state
lawsuit with Purdue Pharma. In 2018, Oregon again sued Purdue for
violating the 2007 agreement and deceptively marketing OxyContin to
Oregon seniors and misrepresenting the risks of the drug.
In May 2019, Oregon became one of the first states to sue the
owners of Purdue Pharma, the Sackler family. Attorney General
Rosenblum alleged that when it became apparent that Purdue would be
crushed under the weight of its opioid liability, Purdue Pharma and
eight members of the Sackler family fraudulently transferred
billions of dollars from Purdue to accounts under the control of
the family. Oregon subsequently sued the Sackler family once again
in October 2019, alleging that they were personally responsible for
the deceptive and unlawful promotion of OxyContin.
Purdue filed for bankruptcy in September 2019. In 2021, the
bankruptcy court approved a Purdue bankruptcy plan that granted a
lifetime legal shield to the Sackler family, unlawfully blocking
states like Oregon from pursuing claims against the family. The
plan required the Sackler family to pay $4.3 billion over nine
years to the states, municipalities and plaintiffs that sued the
company. In addition to Oregon— California, Connecticut,
Delaware, Maryland, Rhode Island, Vermont, Washington, and the
District of Columbia appealed the plan.
About Purdue Pharma LP
Purdue Pharma L.P. and its subsidiaries --
http://www.purduepharma.com/-- develop and provide prescription
medicines and consumer products that meet the evolving needs of
healthcare professionals, patients, consumers and caregivers.
Purdue's subsidiaries include Adlon Therapeutics L.P., focused on
treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and
related disorders; Avrio Health L.P., a consumer health products
company that champions an improved quality of life for people in
the United States through the reimagining of innovative product
solutions; Imbrium Therapeutics L.P., established to further
advance the emerging portfolio and develop the pipeline in the
areas of CNS, non-opioid pain medicines, and select oncology
through internal research, strategic collaborations and
partnerships; and Greenfield Bioventures L.P., an investment
vehicle focused on value-inflection in early stages of clinical
development.
Opioid makers in the U.S. are facing pressure from a crackdown on
the addictive drug in the wake of the opioid crisis and as state
attorneys general file lawsuits against manufacturers. More than
2,000 states, counties, municipalities and Native American
governments have sued Purdue Pharma and other pharmaceutical
companies for their role in the opioid crisis in the U.S., which
has contributed to the more than 700,000 drug overdose deaths in
the U.S. since 1999.
OxyContin, Purdue Pharma's most prominent pain medication, has been
the target of over 2,600 civil actions pending in various state and
federal courts and other fora across the United States and its
territories.
On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-23649), after reaching terms of a preliminary agreement for
settling the massive opioid litigation. The Debtors' consolidated
balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets
and $562 million in liabilities.
U.S. Bankruptcy Judge Robert Drain oversees the cases.
The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP as
legal counsel; PJT Partners as investment banker; AlixPartners as
financial advisor; and Grant Thornton, LLP as tax structuring
consultant. Prime Clerk LLC is the claims agent.
Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the
official committee of unsecured creditors appointed in the Debtors'
bankruptcy cases.
David M. Klauder, Esq., is the fee examiner appointed in the
Debtors' cases. The fee examiner is represented by Bielli &
Klauder, LLC.
* * *
U.S. Bankruptcy Judge Robert Drain in early September 2021 approved
a plan to turn Purdue into a new company (Knoa Pharma LLC) no
longer owned by members of the Sackler family, with its profits
going to fight the opioid epidemic. The Sackler family agreed to
pay $4.3 billion over nine years to the states and private
plaintiffs and in exchange for a lifetime legal immunity. The
deal
resolves some 3,000 lawsuits filed by state and local governments,
Native American tribes, unions, hospitals and others who claimed
the company's marketing of prescription opioids helped spark and
continue an overdose epidemic.
Separate appeals to approval of the Plan have already been filed by
the U.S. Bankruptcy Trustee, California, Connecticut, the District
of Columbia, Maryland, Rhode Island and Washington state, plus some
Canadian local governments and other Canadian entities.
Purdue filed its Chapter 11 Plan on March 15, 2021. A 12th amended
Chapter 11 plan was filed on Sept. 2, 2021, which was confirmed on
Sept. 17. Purdue divides the claims against it into several
categories, one of which it calls "PI Claims," consisting of claims
"for alleged opioid-related personal injury." The plan provides
for the creation of the "PI Trust," which will administer all PI
Claims. The trust will be funded with an initial distribution of
300 illion on the effective date of the Chapter 11 plan, followed
by a distribution of $200 million in 2024, and distributions of
$100 million in 2025 and 2026. In sum, "[t]he PI Trust will
receive at least $700 million in value, and may receive an
additional $50 million depending on the amount of proceeds received
on account of certain of Purdue's insurance policies."
The Plan further provides that Purdue's ability to recover from its
insurers will be vested in a "Master Disbursement Trust." To the
extent any proceeds are recovered from Purdue's insurers with
respect to the PI Claims, up to $450 million of those proceeds will
be channeled from the MDT to the PI Trust. However, the PI Trust
will be funded regardless of whether anything is recovered from
Purdue's insurers. Instead, "[d]istributions to the PI Trust are
subject to prepayment on a rolling basis as insurance proceeds from
certain of Purdue's insurance policies are received by the MDT and
paid forward to the PI Trust."
R & G SERVICES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: R & G Services, Inc.
d/b/a AAMCO Aliso Viejo
d/b/a AAMCO Lake Forest
d/b/a AAMCO Transmissions
27802 Aliso Creek Road, Suite D170
Aliso Viejo, CA 92656
Chapter 11 Petition Date: March 3, 2022
Court: United States Bankruptcy Court
Central District of California
Case No.: 22-10364
Judge: Hon. Erithe A. Smith
Debtor's Counsel: Anthony O. Egbase, Esq.
A.O.E LAW & ASSOCIATES, APC
350 South Figueroa St Ste 189
Los Angeles, CA 90071
Tel: 213-620-7070
Fax: 213-620-1200
E-mail: info@aoelaw.com
Total Assets: $67,366
Total Liabilities: $1,020,463
The petition was signed by German Ramirez as principal and only
shareholder.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/IV7ECNA/R__G_Services_Inc__cacbke-22-10364__0001.0.pdf?mcid=tGE4TAMA
RIVERA FAMILY: Files Amendment to Disclosure Statement
------------------------------------------------------
Rivera Family Holdings, LLC, a debtor affiliate of Manny's Mexican
Cocina, Inc., submitted an Amended Disclosure Statement describing
Amended Plan of Reorganization.
Paragraph 6.6 Discharge, (Page 12) is removed from the Disclosure
Statement because the Discharge does not apply to a corporate
entity. Therefore, Paragraph 6.6 of the Disclosure Statement is
removed in its entirety.
Rivera Family Holdings, LLC and debtor affiliate Manny's Mexican
Cocina, Inc. are proposing an organized plan funded from operating
entities of Manny's Mexican Cocina, Inc. and Manny's Cocina of Eau
Claire, Inc.
Like in the prior iteration of the Plan, all unsecured creditors
who file claims or are listed in the Schedules as unliquidated and
their claims are approved by the Court shall be paid in full within
30 days after the confirmation order is signed. The allowed
unsecured claims total $1,070.00.
A full-text copy of the Amended Disclosure Statement dated March 1,
2022, is available at https://bit.ly/3vCCoYR from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Galen W. Pittman, Esq.
Pittman & Pittman Law Offices, LLC
712 Main Street
La Crosse, WI 54601
Telephone: (608) 784-0841
Facsimile: (608) 784-2206
About Rivera Family Holdings
Rivera Family Holdings, LLC, a privately-held company in Onalaska,
Wis., filed a petition for Chapter 11 protection (Bankr. W.D. Wis.
Case No. 21-12062) on Oct. 6, 2021, listing as much as $10 million
in both assets and liabilities. Lynnae Rivera, authorized
representative, signed the petition.
Judge Catherine J. Furay presides over the case.
Galen W. Pittman, Esq., at Pittman & Pittman Law Offices, LLC and
TAP Consulting, LLC serve as the Debtor's legal counsel and
accountant, respectively.
ROCKDALE MARCELLUS: Files Amendment to Disclosure Statement
-----------------------------------------------------------
Rockdale Marcellus Holdings, LLC, and Rockdale Marcellus, LLC,
submitted a Second Amended Combined Disclosure Statement and Plan
of Liquidation dated Feb. 28, 2022.
On February 4, 2022, Tilden filed a voluntary petition for relief
under chapter 11 of the Bankruptcy Code in the Court. Tilden's
chapter 11 case is administered at Case No. 22-20212-GLT (Bankr.
W.D. Pa.).
On February 25, 2022, Tilden filed its Reservation of Rights and
Limited Objection to Combined Disclosure Statement and Plan of
Liquidation of Rockdale Marcellus Holdings, LLC and Rockdale
Marcellus, LLC and Related Solicitation Motion, pursuant to which
Tilden asserts that before any Distributions are made, there should
be a reconciliation of claims between Tilden and the Debtors to
ensure no double counting of claims and to assess whether there
should be a consolidation of the Debtors' Estates and Tilden's
bankruptcy estate. Tilden expressed its intention to object to
confirmation of the Plan to the extent its concerns, among others,
are not resolved.
The Debtors and the Committee disagree with Tilden's assertions.
The Debtors and Tilden are separate and distinct legal entities.
Tilden is not a parent company, a subsidiary company, or an
Affiliate of either of the Debtors. The Debtors and Tilden have
separate books and records, separate and distinct assets and
liabilities, and separate operations, including separate bank
accounts. The Debtors and Tilden have a different board of managers
and different ownership. The only relationship between these
entities is that each of Rockdale and Tilden maintain a separate
employee leasing agreement with the same company—EOC pursuant to
which EOC leases to each company on a non-exclusive basis certain
employees to perform for each company such functions and services
as each company reasonably determines.
Although EOC is the employer of the leased employees, each of
Rockdale and Tilden have separate direction and control over the
leased employees with respect to the performance of services on
behalf of each company. To the extent that an employee is leased to
both Rockdale and Tilden, the respective employee leasing
agreements contain a fee sharing mechanism, pursuant to which a
portion of the fees attributable to that shared employee is paid by
Rockdale and a portion is paid by Tilden. Accordingly, the Debtors
and the Committee believe that there is no legal basis to support
the consolidation of the Debtors' Estates and Tilden’s bankruptcy
estate.
Releases Pursuant to the Sale Order
Notwithstanding anything to the contrary in the Plan, including,
but not limited to, the releases provided under Sections 16.2 and
16.3 hereof, for the avoidance of doubt, each of the admissions,
waivers and releases provided under the Sale Order (including, but
not limited to, the admissions and waivers of the Sale Order
regarding the Prepetition Lien and Claim Stipulations under
Paragraph 42 of the DIP Order) shall remain in effect and continue
to be binding on the Debtors and their estates, any subsequent
trustee, responsible person, examiner with expanded powers, any
other estate representative and all creditors and parties in
interest and all of their successors in interest and assigns
including, but not limited to, the Committee.
Without limitation of the generality of the foregoing, pursuant to
the Sale Order, the Prepetition RBL Obligations, Prepetition Hedge
Obligations, and DIP Obligations have become binding, conclusive
and final against the Debtors and their estates, any subsequent
trustee, responsible person, examiner with expanded powers, any
other estate representative and all creditors and parties in
interest and all of their successors in interest and assigns
including, but not limited to, the Committee and their successors
and assigns, for all purposes and are no longer subject to
challenge or objection by any creditor or other party in interest,
including the Committee, a trustee, responsible individual,
examiner with expanded powers or any other representative of the
Debtors' estates. In the event of a conflict between the releases
provided under the Plan and the releases, admissions and waivers
provided under the Sale Order, the releases, admissions and waivers
provided under the Sale Order shall control.
Counsel for the Debtors:
Luke A. Sizemore, Esq.
Jared S. Roach, Esq.
Alexis A. Leventhal, Esq.
Victoria A. Sanford, Esq.
REED SMITH LLP
Reed Smith Centre
225 Fifth Ave., Suite 1200
Pittsburgh, PA 15222
Telephone: (412) 288-3131
Facsimile: (412) 288-3063
E-mail: lsizemore@reedsmith.com
jroach@reedsmith.com
aleventhal@reedsmith.com
vsanford@reedsmith.com
- and -
Keith M. Aurzada, Esq.
Omar J. Alaniz, Esq.
Lindsey L. Robin, Esq.
Devan Dal Col, Esq.
REED SMITH LLP
2850 N. Harwood St., Ste. 1500
Dallas, TX 75201
Telephone: (469) 680-4200
Facsimile: (469) 680-4299
E-mail: kaurzada@reedsmith.com
oalaniz@reedsmith.com
lrobin@reedsmith.com
ddalcol@reedsmith.com
About Rockdale Marcellus
Rockdale Marcellus is a northeast Pennsylvania natural gas driller.
It owns and operates 66 producing wells on 42,897 net acres in
three northeast Pennsylvania counties.
On Sept. 21, 2021, Rockdale Marcellus, LLC and Rockdale Marcellus
Holdings, LLC filed petitions for Chapter 11 protection (Bankr.
W.D. Pa. Lead Case No. 21-22080). The Debtors' cases have been
assigned to Judge Gregory L. Taddonio.
Rockdale Marcellus, LLC listed $100 million to $500 million in
assets and liabilities as of the bankruptcy filing.
The Debtors tapped Reed Smith, LLP, as bankruptcy counsel; Quinn
Emanuel Urquhart & Sullivan, LLP, as special litigation counsel;
Houlihan Lokey Capital, Inc., as financial advisor and investment
banker; and Huron Consulting Services, LLC as restructuring
advisor. John C. DiDonato, managing director at Huron, serves as
the Debtors' chief restructuring officer. Epiq is the claims and
noticing agent and administrative agent.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee of unsecured creditors in the Debtors' Chapter 11 cases
on Oct. 1, 2021. The committee tapped Pachulski Stang Ziehl &
Jones, LLP, as lead bankruptcy counsel; Whiteford Taylor & Preston,
LLP as local counsel; and Riveron RTS, LLC, as financial advisor.
ROYAL ALICE: Trustee Selling 3 New Orleans Properties for $5.4MM
----------------------------------------------------------------
Dwayne Murray, the Chapter 11 Trustee for Royal Alice Properties,
LLC, asks the U.S. Bankruptcy Court for the Eastern District of
Louisiana to authorize him to sell the following immovable
properties located in New Orleans, Louisiana:
A. 900-02 Royal Street to AMAG Inc. for $3,294,593.51;
B. 906 Royal Street, Unit E to Ann Tilton for $200,800.61; and
c. 910-12 Royal Street, Unit C to Courtyard Monaco, LLC, for
$1,915,414.77.
On Feb. 22, 2022, the Trustee held the Trustee Auction Sale.
At the Trustee Auction Sale, Ann Tilton was the Successful Bidder
for the Unit E. There was no Back-Up Bidder, as AMAG is not
required to be a Back-Up Bidder. In accordance with the Bidding
Procedures Order, the Trustee and the Successful Bidder have
executed a Purchase Agreement that provides for the closing date of
the sale to be on March 14, 2022. In the event that the Successful
Bidder is unable to consummate the sale on the Closing Date, the
Bidding Procedures provide that AMAG may agree to serve as the
Back-Up Bidder under the Bidding Procedures. If AMAG so elects,
the Bidding Procedures provide that the Trustee will close the sale
with the Back-Up Bidder.
At the Trustee Auction Sale, Courtyard Monaco, LLC was the
Successful Bidder the Unit C. The Ralph Brennan Restaurant Group,
LLC was the Back-Up Bidder. In accordance with the Bidding
Procedures Order, the Trustee and the Successful Bidder have
executed a Purchase Agreement, attached hereto as Exhibit B, that
provides for the Closing Date of the sale to be on March 14, 2022.
In the event that the Successful Bidder is unable to consummate the
sale on the Closing Date, the Bidding Procedures provide that the
Trustee will close the sale with the Back-Up Bidder.
At the Trustee Auction Sale, AMAG was the Successful Bidder for
900-02 Royal Street. The Ralph Brennan Restaurant Group, LLC was
the Back-Up Bidder. In accordance with the Bidding Procedures
Order, the Trustee and the Successful Bidder have executed a
Purchase Agreement, attached hereto as Exhibit C, that provides for
the Closing Date of the sale to be on March 14, 2022. In the event
that the Successful Bidder is unable to consummate the sale on the
Closing Date, the Bidding Procedures provide that the Trustee will
close the sale with the Back-Up Bidder.
The Trustee requests entry of a Sale Confirmation Order approving
the Successful Bidders and the Back-Up Bidders, and the sales of
the Properties to such Bidders as provided in the First Order, the
Sale and Settlement Order and the Bidding Procedures Order.
The Court Orders approve the sales of the Properties to be free and
clear of all Liens, Claims and Interests, which include any leases
or purported leases which are asserted to affect the Properties.
The Properties are currently occupied by Royal Street Bistro, LLC,
Leo Duvernay, Picture Pro, LLC and Susan Hoffman ("Tenants"). Some
Tenants need to vacate the Properties before the Closing Date.
The Trustee seeks that the Order issued upon the Motion orders
Bistro to vacate 910-12 Royal Street, Unit C no later than March 7,
2022, at 12:00 noon (CT). He also requests that Bistro turn over
all keys to the Property to the Trustee or his representative at
that time.
Additionally, the Trustee asks that the Order issued upon this
Motion order Leo Duvernay to vacate 906 Royal Street, Unit E no
later than March 7, 2022, at 12:00 noon (CT). He also requests
that Mr. Duvernay turn over all his keys to the Property to the
Trustee or his representative at that time.
Further, given the past difficulties the Trustee has encountered
with some of the Tenants, in the event that Bistro or Mr. Duvernay
fails to obey the Court's Order to vacate the Properties by March
7, 2022 at 12:00 noon (CT), he requests that the Order to be issued
upon the Motion order that the Trustee has authority to set any
personal property of Bistro or Mr. Duvernay remaining inside the
Properties outside on the street and approve the Trustee changing
all locks.
AMAG, which was the Successful Bidder for 900-02 Royal Street has
not yet determined whether it will be able to negotiate new leases
(or some other arrangement of its choosing) with Picture Pro, LLC
and Bistro. AMAG has advised the Trustee that as of the filing of
this Motion, it does not ask that those Tenants vacate 900-02 Royal
Street. Rather, AMAG has asked the Trustee to reserve the right to
seek an order directing Bistro and Picture Pro to vacate the
Property in the event no agreement between AMAG and Tenants can be
reached prior to the Closing.
The Trustee prays that, after due consideration, the Court enters
an Order:
(a) Confirming the Sales of the Properties to the Successful
Bidder(s) (or the Back-Up Bidders);
(b) ordering Leo Duvernay and Royal Street Bistro, LLC to
vacate the 906 Royal Street, Unit E and 910-12 Royal Street, Unit C
no later than March 7, 2022, at 12:00 noon (CT);
(c) authorizing the Trustee to execute and deliver such acts,
instruments, documents, or the like, as may be necessary in
connection with the consummation of the sales of the Properties;
(d) abrogating and waiving the 14-day stay of effectiveness of
the Sale Confirmation Order pursuant to Bankruptcy Rule 6004(h)
such that the Sale Confirmation Order is immediately effective upon
entry; and
(f) for all other just, general, legal or equitable relief as
the Court deems proper.
A copy of the Agreements is available at
https://tinyurl.com/3w8z6dds from PacerMonitor.com free of charge.
About Royal Alice Properties
Royal Alice Properties, LLC, owns, manages and rents the building
and real estate located on the 900 block of Royal Street in the
French Quarter, New Orleans, Louisiana. The condominium units are
located at 906, 910-12 Royal St. New Orleans, LA 70116.
Royal Alice Properties sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. La. Case No. 19-12337) on Aug.
29, 2019. In the petition signed by Susan Hoffman, member/manager,
the Debtor was estimated $1 million to $10 million in both assets
and liabilities.
The case is assigned to Judge Meredith S. Grabill.
Leo D. Congeni, Esq., at Congeni Law Firm, LLC, represents the
Debtor.
Dwayne M. Murray has been appointed as Chapter 11 Trustee. He
retained Louis M. Phillips, Esq., at Kelly Hart & Pitre as
counsel.
ROYAL BLUE REALTY: Seeks to Extend Exclusivity Period to May 31
---------------------------------------------------------------
Royal Blue Realty Holdings, Inc. asked the U.S. Bankruptcy Court
for the Southern District of New York to extend the exclusivity
period to file a Chapter 11 plan of reorganization to May 31, and
the period to solicit acceptances for the plan to July 31.
Under U.S. bankruptcy rules, companies in Chapter 11 protection
have the sole right to craft and formally propose turnaround plans
unless a judge strips them of that right.
The extension, if granted by the court, will give Royal Blue enough
time to complete the evaluation of its New York property, which
consists of 12 residential apartments. The company intends to
convert the apartments to condominiums and sell them to the
public.
"Until the architect's report and plans are completed, construction
bids obtained from general contractors, and engineering and legal
analyses of the steps needed to legalize the apartments as
condominiums and file an offering plan, it is virtually impossible
to formulate a reorganization plan," said the company's attorney,
Robert Rattet, Esq., at Davidoff Hutcher & Citron, LLP.
The exclusivity motion is on the court's calendar for March 9.
About Royal Blue Realty Holdings
Royal Blue Realty Holdings, Inc. is a New York-based company
engaged in renting and leasing real estate properties.
Royal Blue filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-10802) on April
26, 2021, disclosing total assets of up to $10 million and total
liabilities of up to $50 million. Andrew Nichols, chief
restructuring officer, signed the petition.
Judge Lisa G. Beckerman oversees the Debtor's case.
The Debtor tapped Davidoff Hutcher & Citron, LLP as bankruptcy
counsel and Lester, Bleckner & Shaw as special litigation counsel.
Elaine Shay was appointed as temporary receiver with respect to the
Debtor by order of the Supreme Court of New York on March 9, 2021.
SAMUEL E. SCOTT: Selling Owen Road Property to Children for $60K
----------------------------------------------------------------
Samuel E. Scott asks the U.S. Bankruptcy Court for the Northern
District of Mississippi to authorize the sale of approximately 240
Acres located on Owen Road, Panola County, Mississippi, to Leigh
McGregor and Samuel Scott, Jr., for $60,000, cash.
Subsequent to the filing of the Petition, and prior to taking such
action as necessary to dispose of the assets in the case that were
to be liquidated, the Debtor passed away on Nov. 21, 2015. Chris
Scott, the Debtor's son, was the Chapter 11 estate representative
but he died of COVID-19 and was replaced by the Movant, his sister.
The Movant is the duly authorized representative of the Chapter 11
estate of Samuel E. Scott.
The Movant has made the business judgment decision to liquidate
some of the Debtor's assets in an effort to generate cash to pay
the indebtedness of creditors. Specifically, the Debtor owns the
Property, as to which there are no liens filed of record.
The Debtor has a dispute with the IRS as to whether or not the IRS
has a "secret lien" upon the Property that is superior to the his
rights as DIP. That dispute has been abated, for the time being.
The Property consists of 240 acres in Panola County, Mississippi,
about two miles southeast ofCrenshaw, a small town on Highway 3
where the Mississippi Delta meets the hills just east of town. The
Property is about 3 miles west of Highway 315 located about a mile
east of a north-south local road- Owen Road. There is a permanent
easement for access from Owen Road. The property has been in the
same family ownership for over 60 years and never offered for sale
before. It consists of six contiguous 40-acre tracts and is fenced
all around.
Years ago it was used for cattle growing with small tracts planted
in corn or other crops usable as cattle feed. There are a number
ofpecan trees that were planted about 50 years ago in a grove. The
Property consists of pasture land and timber, some pine and some
hardwood. However, this is an issue with respect to ingress and
egress in and to the Real Property, which greatly decreases its
value.
The Movant believes that a sale ofthe Real Property as contemplated
by the Motion will maximize the value of the estate, and the Movant
seeks authority to sell the same. She has received an offer for
the Real Property from the Buyers in the amount of $60,000, which
is to be paid in full, in cash, at closing. Ms. McGregor is the
daughter of the Debtor; Mr. Scott is the Debtor's son.
The Movant, in the exercise of her best business judgment, has made
the decision to accept the offer and to sell the Real Property to
the Purchasers and therefore, she seeks the Court's approval to
sell the assets to the Purchasers, subject to any higher or better
offers the Movant may receive, free and clear of liens, claims and
interests, with liens, claims and interests to attach to the sale
proceeds.
There are no consensual liens, claims or security interests in, to
or upon the Real Property except for ad valorem taxes and a lien
granted by the confirmation order in the case. Upon closing, the
net sales proceeds will be paid to the Internal Revenue Service in
exchange for their claims and payment in full after ad valorem
taxes are paid.
The Movant requests that the court approve the sale for the fair,
reasonable and appropriate contract price of $60,000, and authorize
Movant, on behalf of the estate, to execute all commercially
reasonable documents necessary to execute and consummate the sale
free and clear of interests. She further requests Court approval
to pay ad valorem real estate taxes (prorated as to possession) and
closing costs.
Samuel E. Scott sought Chapter 11 protection (Bankr. N.D. Miss.
Case No. 11-12156-JDW) on May 12, 2011.
SANGHA HOSPITALITY: Gets OK to Hire Boyer Terry as Legal Counsel
----------------------------------------------------------------
Sangha Hospitality, LLC received approval from the U.S. Bankruptcy
Court for the Middle District of Georgia to hire Boyer Terry, LLC
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 obligations in the continued operation of its business;
b. preparing legal papers;
c. continuing existing litigation, if any, to which the Debtor
may be a party and conducting examinations incidental to the
administration of its estate;
d. taking necessary actions for the proper preservation and
administration of the Debtor's estate;
e. assisting the Debtor in the preparation and filing of its
statement of financial affairs, bankruptcy schedules and lists;
f. taking whatever actions are necessary with reference to the
use by the Debtor of its property pledged as collateral, including
cash collateral;
g. prosecuting all claims the Debtor has against others;
h. working with the Debtor to comply with all provisions of
the Bankruptcy Code and proposing a plan of reorganization;
i. performing all other necessary legal services for the
Debtor.
The hourly rates charged by the firm's attorneys and paralegals are
as follows:
Attorneys $300 - $370 per hour
Paralegal $100 per hour
As disclosed in court filings, Boyer Terry and its members are
disinterested within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Christopher W. Terry, Esq.
Boyer Terry, LLC
348 Cotton Avenue, Suite 200
Macon, GA 31201
Phone: (478) 742-6481
Fax: (770) 200-9320
Email: chris@boyerterry.com
About Sangha Hospitality
Sangha Hospitality LLC is a single asset real estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
Sangha Hospitality sought Chapter 11 bankruptcy protection (Bankr.
M.D. Ga. Case No. 22-50094) on Jan. 27, 2022, listing up to $50
million in assets and up to $10 million in liabilities.
Judge James P. Smith oversees the case.
Christopher W. Terry, Esq., at Boyer Terry LLC, is the Debtor's
legal counsel.
SAVVA'S RESTAURANT: Case Summary & Seven Unsecured Creditors
------------------------------------------------------------
Debtor: Savva's Restaurant, Inc.
d/b/a Harvest Diner
841 Old Country Road
Westbury, NY 11590
Business Description: Savva's Restaurant, Inc. is a Single Asset
Real Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: March 4, 2022
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 22-70382
Judge: Hon. Louis A. Scarcella
Debtor's Counsel: Neil Ackerman, Esq.
PRYOR & MANDELUP, LLP
675 Old Country Road
Westbury, NY 11590
Tel: 516-997-0999
Fax: 516-333-7333
Email: na@pryormandelup.com
Total Assets: $5,625,000
Total Liabilities: $2,485,720
The petition was signed by Kyriacos Savva as vice president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's seven unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/IJLQGMQ/Savvas_Restaurant_Inc__nyebke-22-70382__0001.0.pdf?mcid=tGE4TAMA
SHUI YEE LEE: Schells Buying Real Property in D.C. for $950K
------------------------------------------------------------
Shui Yee Lee asks the U.S. Bankruptcy Court for the District of New
Jersey to authorize the private sale of the real property located
at 4110 Ellicott Street NW, in Washington D.C. 20016, to Kenneth
and Jamie Schell for $950,000.
A hearing on the Motion is set for March 15, 2022, at 10:00 a.m.
On Jan. 24, 2022, the Court entered an order authorizing the Debtor
to retain Compass, Inc. in connection with, among other things,
assisting in the sale of the Property. Pursuant to their
retention, Compass publicly listed the Property for sale through
multiple listing service (online) and marketed the same for
approximately eight days and received one offer for the purchase of
the Property. The offer from the Purchaser and the total purchase
price of $950,000 was the highest and best offer Compass received
in connection with its extensive efforts to sell the Property.
Debtor and his spouse recently received an offer to purchase the
Property which they have accepted, subject to the Court's approval.
They have entered into an agreement to sell the Property to the
Purchasers in "as-is" condition for $950,000. The parties agree
that the consummation of the transaction contemplated by the Sale
Agreement will take place on April 30, 2022, and the Debtor
maintains the ability to adjourn the closing until May 31, 2022.
All parties to the Sale Agreement are eager to close prior to the
end of the calendar year.
A deposit of $25,000 will be paid by the Purchasers and be held in
the escrow account of the Counselor's Title until the Closing. At
which time, all proceeds due the Debtor on account of his interest
in the Property will be paid over to the Debtor. The Sale
Agreement does not provide for the assumption and assignment of a
lease to the Purchasers.
The Debtor requests that the sale and transfer of his interest in
the Property be approved free and clear of all liens, claims,
encumbrances and other interests, whether arising pre- or post-
petition, with any such liens or interests attaching to the
proceeds of the Sale.
Compass is to receive a commission equal to 2% of the sale price of
the Property or $19,000.
The Debtor is unaware of any other parties that would submit a
higher offer than that of Purchaser. The delay and costs
associated with further marketing the Property may negate any
benefit to be derived through a public sale of the Property.
Accordingly, the Debtor submits that a private sale of the Property
is appropriate under the circumstances, is in the best interest of
the Debtor's estates and should be approved.
The Debtor seeks a waiver of the 14-day stay of the effectiveness
of the Sale Order imposed by Bankruptcy Rules 6004(h) and 6006(d),
respectively.
By the Motion, the Debtor seeks entry of the Sale Order (i)
approving the sale of the Property as set forth in the Sale
Agreement to the Purchasers, (ii) approving the payment of the
Broker's Commission at Closing, and (iii) granting related relief.
A copy of the Sale Contract is available at
https://tinyurl.com/3j8arm6m from PacerMonitor.com free of charge.
Shui Yee Lee sought Chapter 11 protection (Bankr. D.N.J. Case No.
20-15987) on April 29, 2020. The Debtor tapped Christopher J.
Reilly, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP
as counsel.
STORTZ FARM: Files Amendment to Sale of Allamakee County Parcels
----------------------------------------------------------------
Stortz Farm Partnership filed with the U.S. Bankruptcy Court for
the Northern District of Iowa an amendment to its Motion to Sell
Real Estate Free and Clear of Liens (Doc. 15), seeking approval of
proposed absolute auction of its real estate legally described as:
Tract 1: The West Half of the East Half of the Southeast
Quarter of Section 23, Township 98 North, Range 6, West of the 5th
P.M., subject to the rights of the public in all highways,
Allamakee County, Iowa.
and
The West Half of the Southeast Quarter of Section 23, Township
98 North, Range 6, West of the 5th P.M., subject to the rights of
the public in all highways, Allamakee County, Iowa.
and
The Southeast Quarter of the Northeast Quarter and the West
OneFourth of the Northeast Quarter of the Northeast Quarter of
Section 23, Township 98 North, Range 6, West of the 5th P.M.,
subject to a right of way, commencing at NW Corner of the NE ¼ NE
¼ Section 23-98-6, thence South to point on the South edge of the
water line of Patterson Creek, thence East 4 rods, thence North to
Section Line, thence West to Point of Beginning; and also South 6
acres of the Southwest Quarter of the Northwest Quarter of Section
24, Township 98 North, Range 6, West of the 5th P.M., Allamakee
County, Iowa.
and
The Southeast Quarter of the Northwest Quarter and the
Southwest Quarter of the Northeast Quarter of Section 23, Township
98 North, Range 6, West of the 5th P.M., Allamakee County, Iowa.
Excepting from the above described property located in Allamakee
County, Iowa: Lot 1 in the Southwest Quarter of the Southeast
Quarter (SW 1/4-SE 1/4) in Section 23, Township 98 North, Range 6
West of the 5th P.M., Allamakee County, Iowa, all as described in
that Plat of Survey recorded May 12, 2011 in Book Z, Pages
546–547 AND ALSO a 50 ft. wide perpetual non-exclusive easement
for ingress and egress as shown on said plat.
Tract 2: The South Half of the Southeast Quarter of Section
15, Township 98 North, Range 6, West of the 5th P.M. except Lot 1
in the Southeast Quarter of the Southeast Quarter as platted in
Book L, Pages 169 and 170; also excepting Lot 1 in the Southwest
Quarter of the Southeast Quarter as platted in Book O, Pages 58 and
59; subject of the rights of the public in all highways, Allamakee
County, Iowa.
The method of offering and selling the parcels described in
paragraphs 6 to 7 is struck. The Debtor will consult with its
proposed auctioneer about the best method to split Tracts 1 and 2
into parcels and offer parcels from either or both tracts for sale
on terms (reserve/no reserve, order, singularly or en masse, etc.)
it will determine in consultation with its auctioneer. The Debtor
commits to accept offers sufficient to pay off the debts secured by
the real estate being sold, and also plans (but does not commit) to
accept offers sufficient to pay its debts in full.
In paragraph 10 the Debtor stated that its proposed auctioneer had
given an estimated value for the property. This was an inadvertent
misstatement -- the Debtor estimated that value based on a
valuation of $150/CSR2 point/acre. The Debtor apologizes for that
misstatement.
The Debtor additionally notes that Farmers Savings Bank, the senior
secured creditor, has consented to the proposed sale as part of the
resolution of the Debtor's fraudulent transfer adversary proceeding
against it (relevant documents not yet finalized). This obviates
the need for paragraph 14 of the Motion, and the Debtor strikes
that paragraph. The Debtor is scheduling a hearing on the Motion
and will include notice of that hearing when he notices the Motion
and this Amendment.
The Debtor requests that the order granting the Motion waives the
14-day stay of Fed. R. Bankr. P. 6004(g). It respectfully requests
the Court grants its Motion, and grants such other relief as is
just and equitable given the circumstances.
About Stortz Farm
Stortz Farm Partnership filed a petition for Chapter 11 protection
(Bankr. N.D. Iowa Case No. 22-00069) on Feb. 10, 2022, listing up
to $10 million in both assets and liabilities. Brian J. Stortz,
principal at Stortz Farm Partnership, signed the petition.
The Debtor tapped Ag & Business Legal Strategies as legal counsel.
STORTZ FARM: Seeks to Shorten Time to Object to Sale of Property
----------------------------------------------------------------
Stortz Farm Partnership asks the U.S. Bankruptcy Court for the
Northern District of Iowa to shorten the time to object to 10 days
to its proposed absolute auction, as amended, of its real estate
legally described as:
Tract 1: The West Half of the East Half of the Southeast
Quarter of Section 23, Township 98 North, Range 6, West of the 5th
P.M., subject to the rights of the public in all highways,
Allamakee County, Iowa.
and
The West Half of the Southeast Quarter of Section 23, Township
98 North, Range 6, West of the 5th P.M., subject to the rights of
the public in all highways, Allamakee County, Iowa.
and
The Southeast Quarter of the Northeast Quarter and the West
OneFourth of the Northeast Quarter of the Northeast Quarter of
Section 23, Township 98 North, Range 6, West of the 5th P.M.,
subject to a right of way, commencing at NW Corner of the NE ¼ NE
¼ Section 23-98-6, thence South to point on the South edge of the
water line of Patterson Creek, thence East 4 rods, thence North to
Section Line, thence West to Point of Beginning; and also South 6
acres of the Southwest Quarter of the Northwest Quarter of Section
24, Township 98 North, Range 6, West of the 5th P.M., Allamakee
County, Iowa.
and
The Southeast Quarter of the Northwest Quarter and the
Southwest Quarter of the Northeast Quarter of Section 23, Township
98 North, Range 6, West of the 5th P.M., Allamakee County, Iowa.
Excepting from the above described property located in Allamakee
County, Iowa: Lot 1 in the Southwest Quarter of the Southeast
Quarter (SW 1/4-SE 1/4) in Section 23, Township 98 North, Range 6
West of the 5th P.M., Allamakee County, Iowa, all as described in
that Plat of Survey recorded May 12, 2011 in Book Z, Pages
546–547 AND ALSO a 50 ft. wide perpetual non-exclusive easement
for ingress and egress as shown on said plat.
Tract 2: The South Half of the Southeast Quarter of Section
15, Township 98 North, Range 6, West of the 5th P.M. except Lot 1
in the Southeast Quarter of the Southeast Quarter as platted in
Book L, Pages 169 and 170; also excepting Lot 1 in the Southwest
Quarter of the Southeast Quarter as platted in Book O, Pages 58 and
59; subject of the rights of the public in all highways, Allamakee
County, Iowa.
The Debtor has reached an agreement with Farmers Savings Bank, its
senior secured creditor, to sell the land in question and pay off
all its debts. It wishes to proceed as quickly as possible to
minimize the accrual of interest (currently over $1,200 per day).
The counsel for the Debtor has spoken with Chapter 11 Subchapter V
Trustee, Douglas Flugum, and he takes no position on the Motion.
About Stortz Farm
Stortz Farm Partnership filed a petition for Chapter 11 protection
(Bankr. N.D. Iowa Case No. 22-00069) on Feb. 10, 2022, listing up
to $10 million in both assets and liabilities. Brian J. Stortz,
principal at Stortz Farm Partnership, signed the petition.
The Debtor tapped Ag & Business Legal Strategies as legal counsel.
TASEKO MINES: Swings to C$36.5 Million Net Income in 2021
---------------------------------------------------------
Taseko Mines Limited reported net income of C$36.47 million on
C$433.28 million of revenues for the year ended Dec. 31, 2021,
compared to a net loss of $23.52 million on C$343.27 million of
revenues for the year ended Dec. 31, 2020.
As of Dec. 31, 2021, the Company had C$1.18 billion in total
assets, C$824.68 million in total liabilities, and C$358.52 million
in equity.
Fourth Quarter Results
Copper production in the fourth quarter was 28.8 million pounds and
was impacted by lower grades and recoveries from ore mined in the
upper benches of the Gibraltar pit. Increased oxidization and
pyrite content in this ore has resulted in lower recoveries which
management believes is a short-term issue that will be resolved.
Ore quality is expected to improve as mining progresses deeper into
the Gibraltar pit. In December, heavy snowfall and temperatures as
low as minus 35 degrees Celsius also impacted mine equipment and
mill availabilities, resulting in decreased mill throughput and a
need to draw ore from lower grade stockpiles.
The Company realized 23.8 million pounds of copper sales in the
fourth quarter which was lower than copper production of 28.8
million pounds. Major disruption to the highway and rail
infrastructure in southwest British Columbia from severe rainstorms
and flooding in November prevented significant production from
being delivered to the port for shipping. Copper concentrate
inventories ended the year at 9.9 million pounds.
A total of 23.3 million tons were mined in the fourth quarter. The
strip ratio increased over the prior quarter due to mining
activities transitioning into the higher strip ratio Gibraltar pit.
The mill feed in the fourth quarter came primarily from Pollyanna
but also included ore from the Gibraltar pit.
Total site spending (including capitalized stripping of $12.7
million on a 75% basis) was 7% higher than the prior quarter and
included retroactive payments from the newly ratified collective
bargaining agreement. Sustaining capital expenditures at Gibraltar
of $6.5 million on a 75% basis included component replacements for
the mining fleet, including scheduled work on the shovels.
Molybdenum production was 450 thousand pounds in the fourth quarter
and at an average molybdenum price of US$18.89 per pound, generated
a notable by-product credit per pound of copper produced of US$0.30
in the fourth quarter.
Management Commentary
Stuart McDonald, president and CEO of Taseko, stated, "Realized
copper sales of 105 million pounds for the year, buoyed by a strong
average copper price of over US$4.20 per pound, generated the best
financial results in our Company's history. This was accomplished
despite the lagging copper sales in the fourth quarter as a result
of major disruption to transportation infrastructure in southern BC
from severe rainstorms in November, which limited our ability to
ship copper concentrate and realize sales."
"At Florence Copper, based on our ongoing dialogue with the US
Environmental Protection Agency, we continue to expect the draft
Underground Injection Control ("UIC") permit to be publicly issued
very soon, and then a 45-day public comment period will commence.
The UIC is the final permit needed to construct and operate the
commercial production facility, which will be a major new source of
low-carbon copper supply for the US market. The detailed
engineering program for the commercial facility is complete and
we're well advanced with procurement of key, long-lead items, which
will ensure a rapid and smooth transition into construction."
Mr. McDonald added, "Operationally, Gibraltar production in the
fourth quarter was impacted by lower grades and recoveries due to
severe winter weather as well as oxidization and pyrite content in
the upper benches of the Gibraltar pit. Mill operations are being
optimized for the new mineralization, and ore quality will improve
as mining progresses deeper into the Gibraltar pit this year. For
2022, we expect copper production of 115 million pounds (+/- 5%),
with production weighted to the back half of the year and the first
quarter being the lowest production quarter, similar to 2021. Next
year, mining operations will transition to higher grade zones, and
copper production is planned to trend back toward the life of mine
average of 130 million pounds. A new Gibraltar reserve update is
expected to be completed in the second quarter."
Mr. McDonald concluded, "Our balance sheet remains healthy with
nearly $300 million of available liquidity, including cash on hand
and the new US$50 million credit facility that was closed in
October. In addition, we recently took advantage of a strengthened
copper price to extend our price protection strategy - we now have
more than 90% of our 2022 production secured at a minimum price of
US$4.00 per pound. With our strong financial position and robust
copper markets, its ideal timing to be advancing our Florence
Copper project to commercial production."
A full-text copy of the Form 6-K is available for free at:
https://www.sec.gov/Archives/edgar/data/0000878518/000106299322005195/exhibit99-1.htm
About Taseko
Taseko Mines Limited -- http://www.tasekomines.com-- is a mining
company focused on the operation and development of mines in North
America. Headquartered in Vancouver, Taseko operates the
state-of-the-art Gibraltar Mine, the second largest copper mine in
Canada.
* * *
This concludes the Troubled Company Reporter's coverage of Taseko
Mines until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
TROIKA MEDIA: To Acquire Converge Direct for $125 Million
---------------------------------------------------------
Troika Media Group, Inc. has signed a definitive purchase agreement
to acquire Converge Direct LLC and its affiliates, a leading
independent marketing and customer acquisition business for $125
million. The Acquisition has been unanimously approved by the
Boards of Directors and the majority of shareholders of both Troika
and Converge. The transaction is expected to close on or before
March 15th, subject to the satisfaction of customary closing
conditions.
Since its formation in 2006, Converge and its affiliates have grown
to approximately $300 million in annualized revenue and $23 million
in adjusted EBITDA for the year ending Dec. 31, 2021. Converge is
a leading independent performance marketing and managed services
business. Converge provides to customer acquisition services
utilizing a broad range of engagement channels in the digital,
offline and emerging media sectors. Converge utilizes a business
intelligence centric approach to its media strategy, planning and
buying to deliver its client's customer acquisition targets and
KPIs to achieve scale, efficiency and/or on time lead fulfilment.
Converge's proprietary solutions and HELIX's business intelligent
software offers clients best-in-class customer acquisition metrics.
Converge's 85 full time employees are expected to join Troika upon
the closing of the acquisition and the combined company will have
approximately 200 full time employees.
Transaction Details
Troika has signed a binding purchase agreement to acquire Converge
for total consideration of $125 million. Troika will fund the
transaction with a combination of new debt financing, a restricted
stock grant and cash on hand at closing. Troika has a commitment
with respect to the majority of the purchase price in the form a
senior secured credit facility.
Upon closing, the senior management team of Converge will enter
into long-term Employment Agreements and take an active leadership
role in the combined business. Sid Toama, formerly chief operating
officer of Converge, will join Troika's Board of Directors, and
serve as president of Troika. Tom Marianacci, founder and chief
executive officer of Converge will remain CEO of the Converge
entities and be a board advisor to Troika. Other members of
Converge's Executive Leadership Team have agreed to join Troika to
provide continuity to Troika's strategy, growth and leadership.
Cantor Fitzgerald & Co. is serving as sole debt placement agent in
connection with the transaction.
EF Hutton is serving as financial advisor and Davidoff Hutcher &
Citron LLP is serving as legal advisor to Troika.
Management Commentary
"We are very pleased and excited for the opportunity to combine our
two great businesses and leverage our collective resources and
expertise to accelerate profitable growth," said Robert Machinist,
Troika's Chairman and CEO. "Troika has a deep and long history
with major global brands that rely on us to build trust and drive
customer and fan engagements. The acquisition of Converge will
place us in the growth sweet spot of digital content, data and
digital media which is moving from brand awareness and trial to
conversion at significant scale. With strong top-line growth,
solid margins, and a significant shareowner interest in the
combined entities, we believe this transaction deepens and broadens
our digital client offerings. Accordingly, we expect it that it
will substantially enhance shareholder value."
Tom Marianacci, Converge Founder and CEO, said, "As a leading
global digital brand consultancy that connects companies to
consumers, combining with Troika's brand engagement capabilities is
a natural next step in the evolution of Converge due to our
complementary service offerings, client portfolios and common
approach to digital transformation. Our focus on performance-based
marketing, proven data and technology solutions, and scale will
allow us to leverage the deep customer base and brand building
experience that Troika has established over decades to offer
expanded offerings that drive new revenue opportunities for the
combined companies."
Strategic and Financial Benefits
* Significantly Expands Troika's Presence in the Large and
Growing Digital Media and Performance Marketing Sector.
* Transaction Serves Customers in Various End Markets
Representing Both New and Complementary Client Opportunities:
financial services, consumer products, healthcare & insurance,
travel and leisure, education, media and entertainment, home
improvement products and services, fitness and wellbeing, and legal
services.
* Proprietary HELIX Business Intelligence Platform provides
clients with greater marketing insights.
* Leverages Integrated Technology, Data, e-Commerce and Mobile
Capabilities to Accelerate and Optimize Omnichannel Strategy for
Clients.
* Provides Significant Revenue and Earnings Growth Opportunity.
Converge generated approximately $300 million of revenues and
adjusted EBITDA of $23 million for the year ended, Dec. 31, 2021.
* Generates Strong Cash Flow to Support Balanced Capital
Allocation Plans.
* Estimated Combined Adjusted EBITDA over $27 Million for CY
2022.
* Accretive to adjusted earnings per share.
Converge Highlights
* A data and audience centric customer acquisition business with
responsibility for over $5 billion in media budgets since
inception.
* Expertise in paid digital and offline media buying: Search
Engine Marketing, Search Engine Optimization, Email, SMS, Display,
Social, e-Marketplaces, Connected TV, Affiliate platforms as well
as Print and Direct Mail media vehicles.
* Responsible for executing over 20 billion ad impressions
annually.
* Exponents of data driven one-to-one mass marketing, hyper
targeted ad serving and custom audience targeting with measurable
media driving financial outcomes.
* Ability to identify and engage consumers and measure their
interaction across multiple personal devices.
* Longstanding Google Premier Partner, Bing Elite Partner, and
Facebook Marketing Partner.
* Deploy proprietary business intelligence platform "HELIX", to
provide insights on marketing campaign performance, customer
journey tracking and real-time performance optimization tactics.
* Built a robust data aggregation platform to utilize applied
analytics maximizing ad engagement and reduce wasted customer ad
touchpoints across all channels.
About Troika
Troika Media Group (fka M2 nGage Group, Inc.) -- www.thetmgrp.com
-- is an end-to-end brand solutions company that creates both
near-term and long-term value for global brands in entertainment,
sports and consumer products. Applying emerging technology, data
science, and world-class creative, TMG helps brands deepen
engagement with audiences and fans throughout the consumer journey
and builds brand equity. Clients include Apple, Hulu, Riot Games,
Belvedere Vodka, Unilever, UFC, Peloton, CNN, HBO, ESPN, Wynn
Resorts and Casinos, Tiffany & Co., IMAX, Netflix, Sony and
Coca-Cola.
For the six months ended Dec. 31, 2021, the Company reported a net
loss attributable to common stockholders of $6.25 million.
Troika Media reported a net loss of $16 million for the year ended
June 30, 2021, compared to a net loss of $14.45 million for the
year ended June 30, 2020. As of Sept. 30, 2021, the Company had
$42.05 million in total assets, $24.44 million in total
liabilities, and $17.61 million in total stockholders' equity.
VERTIV GROUP: S&P Alters Outlook to Stable, Affirms 'BB-' ICR
-------------------------------------------------------------
S&P Global Ratings revised its outlook on Vertiv Group Corp. to
stable from positive and affirmed its 'BB-' issuer credit rating.
At the same time, S&P affirmed its 'BB-' issue-level rating and '3'
recovery rating to the company's first-lien credit facilities.
The stable outlook reflects S&P's expectation that, although its
S&P Global Ratings-adjusted debt leverage will likely rise above 5x
over the next few quarters as rising input costs are only partially
offset by Vertiv's price actions, it expects debt leverage to
return between 4x and 5x by year-end 2022.
Global supply chain and logistic constraints is disrupting the
company's ability to meet demand. The company's order backlog of
about $3.2 billion is growing because component availability
disrupted production and shipments. The higher backlog has extended
delivery lead times substantially, which has affected the company's
ability to address material and freight cost inflation. Despite
implementing price increases several times over the course of 2021,
the price realization did not keep pace with inflation.
Furthermore, the company anticipates operational challenges at
least through the first half of 2022 because they are unable to
reprice a majority of orders already in the backlog. The company is
looking to pass on costs to some of its customers where possible,
including costs for freight or transportation. S&P said, "We expect
the company to achieve an operating loss in the first quarter of
2022 and to break even by the second quarter. In the second half of
the year, we believe price actions taken in fourth quarter 2021 and
first quarter 2022 will contribute to a pricing tailwind that
drives price realization and EBITDA margins between 12% and 13% for
the full year."
S&P said, "The ongoing supply chain disruptions will likely
persist, though we expect the benefits from Vertiv's price
increases to mitigate its raw material inflation over the next 12
months. Overall, we expect the company to report a moderate
improvement in its EBITDA margins in 2022 supported by an easing of
its supply chain constraints in the second half of the year and the
realization of benefits from its price increases. We believe these
positive operating trends should support Vertiv's higher earnings
in the latter half of 2022 and will enable it to reduce its debt
leverage to below 5x by year-end 2022. We acknowledge that there
are risks to our forecast, to the extent that Vertiv management
cannot effectively alter prices over the next few months in order
to achieve a better balance in price/cost.
"We expect that Vertiv's liquidity will remain adequate over the
coming 12 months. We expect the company to maintain adequate
liquidity sources over the coming 12 months supported by a
combination of cash, positive funds from operations, and material
availability under its $455 million asset-based lending (ABL)
facility. We believe these liquidity sources are sufficient to meet
Vertiv's expected liquidity uses, which primarily include annual
debt amortization, working capital, and capital expenditures.
"The stable outlook reflects our expectation that, although its S&P
Global Ratings-adjusted debt leverage will likely rise above 5x
over the next six months as rising input costs are only partially
offset from Vertiv's price actions, we expect debt leverage to
return between 4x and 5x by year-end as the company experiences
price realizations toward the latter half of 2022. We believe
demand for Vertiv's products and services will remain solid as
society's demand for data centers continues to grow, with strength
in the hyperscale, colocation, edge infrastructure, and 5G markets,
with recovery from certain pandemic-afflicted enterprise customers
as well. The company maintains a growing backlog of about $3.2
billion due partially to supply chain constraints and strong demand
which should continue to support topline growth over the next 12
months."
S&P could lower our rating on Vertiv over the next 6-12 months if:
-- The company's adjusted debt to EBITDA remains elevated above 5x
with no clear prospects for improvement. This could occur if the
company is unable to effectively meet its price realization targets
over the next six months, resulting in continued depressed
operating margins and elevated debt leverage above 5x; or
-- The company pursues shareholder friendly rewards, debt funded
acquisitions, or other cash outlays that delay the improvement of
its debt leverage to below 5x by the end of 2022 and beyond.
Although unlikely over the next 12 months, S&P could raise its
rating on Vertiv if the company:
-- Establishes a track record of adjusted debt to EBITDA below 4x
and funds from operations (FFO) to adjusted debt above 20% on a
sustained basis;
-- Supports a more conservative financial policy meeting the above
thresholds while incorporating its growth strategy, shareholder
friendly activities and other capital allocation initiatives; and
-- Demonstrates better decision-making and execution to
effectively address cost inflation and supply chain challenges, as
well as an improved track record related to company forecasting,
providing better transparency and accuracy in future guidance.
VIPER PRODUCTS: Sundown Tubing Buying 2021 Dodge Ram 2500 for $50K
------------------------------------------------------------------
Viper Products & Services, LLC, asks the U.S. Bankruptcy Court for
the Northern District of Texas to authorize the sale of 2021 Dodge
Ram 2500, VIN 3C6UR5CJ4MG661399, to Sundown Tubing Testing for
$50,000, subject to overbid.
The Objection Deadline is March 20, 2022.
On July 14, 2021, Zachary Tuttle, manager of Viper, executed a
promissory note to purchase the Vehicle. First State Bank
Shallowater ("FSB") is the owner and holder of the Note, which is
secured by the Vehicle. Pursuant to FSB's Proof of Claim No. 34-1,
the principal and earned interest due and owing on the Note as of
the Petition Date is $49,958.
The proposed bid for the Vehicle is in line with other bids
received by the Debtor to date for vehicles of similar makes and
models.
By the Motion, the Debtor seeks to sell the Vehicle to Sundown free
and clear of all liens, claims, encumbrances, and interests, with
all valid liens, claims, encumbrances, and-interests, if any,
attaching to the proceeds of the sale.
The Debtor gives notice of its intent to sell the Vehicle described
for the purchase price reflected on the signed offer submitted by
Sundown, unless a higher bid is submitted prior to the deadline for
objections set by the Court. Accordingly, if the Debtor receives a
higher bid for the Vehicle prior to the objection deadline or
Sundown withdraws his bid, the party with the highest bid submitted
to the Debtor will be awarded the property.
The Debtor believes the sale, as proposed, is in the best interest
of all creditors of the Estate and should be approved. As FSB has
a first and prior lien on the Vehicle, the Debtor will immediately
pay the proceeds of the sale to FSB to the extent of its Note
balance. It does not believe there will be any funds remaining to
pay over to other secured creditors from the proceeds.
A copy of the Signed Offer is available at
https://tinyurl.com/catbhuan from PacerMonitor.com free of charge.
About Viper Products & Services
Viper Products & Services, LLC provides environmentally sound
solutions for the oil and gas industry. Based in Lubbock, Texas,
Viper Products & Services offers oil spill management, testing,
reporting, remediation, reclamation, excavation, and bore and core
drilling services.
Viper Products & Services filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case
No.
21-50187) on Dec. 13, 2021, listing $1 million to $10 million in
both assets and liabilities. Zack Tuttle, manager, signed the
petition.
The Debtor tapped McWhorter, Cobb & Johnson, LLP as legal counsel
and Charles W. Darter, Jr. as accountant.
W. KENT GANSKE: Selling 7.3K Bushels of No. 2 Yellow Corn
---------------------------------------------------------
W. Kent Ganske and Julie L. Ganske ask the U.S. Bankruptcy Court
for the Eastern District of Wisconsin to authorize the sale of all
of the grain currently held by Duffy Grain, Inc., in the name of
the Debtors or in the name of Ag Consultants, a sole proprietorship
of Debtors, believed to be a total of 7,309.77 bushels of #2 Yellow
Corn.
The Debtors have an ownership interest in the Corn, which is under
the control of Duffy Bros., Inc., in Columbus and/or Marshall,
Wisconsin. The Corn is not subject to any liens and encumbrances
of record, other than that asserted by Duffy Grain.
The Debtors believe that the value of the Corn, as of February
2020, is $27,630.94. They request Court authorization to sell the
Corn in a commercially reasonable manner to maximize benefit to the
estate.
The funds received from sale will be deposited into the DIP
account, and the Debtors will transfer funds in the amount
requested by Duffy Grain in their Motion for Relief, $13,416.16,
which amount will be held in Steinhilber Swanson LLP trust account
pending resolution of Duffy Grain's asserted lien. The Debtors
assert that this provision to hold the funds in escrow is
permission of Duffy Grain, the asserted lienholder, to this request
for sale free and clear of liens.
The Debtors believe that the sale of the Corn is in the ordinary
course of business, as they ordinarily grow and sell corn and other
crops. However, in accordance with the Court's direction given on
the record at the Feb. 16, 2022 hearing on the Motion for Relief,
the Debtors request Court authority to sell the Corn pursuant to
section 363.
The Debtors request that the stay of order contained in Fed. R.
Bankr. P. 6004 be waived, in order to allow the sale to proceed as
quickly as possible.
W. Kent Ganske and Julie L. Ganske sought Chapter 11 protection
(Bankr. E.D. Wisc. Case No. 20-21042) on Feb. 11, 2020.
WC MANHATTAN: Gets OK to Hire Friedman as Interim Property Manager
------------------------------------------------------------------
WC Manhattan Place Property, LLC received approval from the U.S.
Bankruptcy Court for the Western District of Texas to hire Friedman
Real Estate Management LA, LLC as interim property manager.
The Debtor needs the services of the firm to operate and manage a
commercial retail center in Harvey, La. The property is a shopping
center with various nation-wide retailers.
Friedman will receive a fee payable monthly equal to the greater of
4 percent of the monthly gross receipts or $4,000.
Although Friedman is a creditor, the Debtor believes that it is a
disinterested person because the pre-bankruptcy management fees are
not materially adverse to the estate and because the claim arose as
a result of pre-bankruptcy professional work that benefits the
Debtor.
The firm can be reached through:
Jordan Friedman
Friedman Real Estate Management LA LLC
10500 Northwest Frwy, Suite 220
Houston, TX 77092
Phone: 888-848-1671/248-848-3521
Email: jordan.friedman@freg.com
About WC Manhattan Place Property
WC Manhattan Place Property, LLC is a single asset real estate
debtor (as defined in 11 U.S.C. Section 101(51B)). The company is
based in Austin, Texas.
WC Manhattan Place Property filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No.
22-10047) on Jan. 25, 2022, listing as much as $50 million in both
assets and liabilities. Natin Paul, authorized signatory, signed
the petition.
Judge Tony M. Davis oversees the case.
The Debtor tapped Ron Satija, Esq., at Hayward, PLLC as legal
counsel and Friedman Real Estate Management LA, LLC as interim
property manager.
WITCHEY ENTERPRISES: April 12 Disclosure Statement Hearing Set
--------------------------------------------------------------
Judge Henry W. Van Eck has entered an order within which April 12,
2022 at 10:00 AM at Ronald Reagan Federal Building, Bankruptcy
Courtroom (3rd Floor), Third & Walnut Streets, Harrisburg, PA 17101
is the hearing to consider approval of the amended disclosure
statement of Debtor Witchey Enterprises, Inc.
In addition, April 5, 2022 is fixed as the last day for filing and
serving in accordance with Federal Rules of Bankruptcy Procedure
3017(a) written objections to the amended disclosure statement.
A full-text copy of the order dated March 1, 2022, is available at
https://bit.ly/3sG3oom from PacerMonitor.com at no charge.
Attorney for Debtor:
Andrew Joseph Katsock, III
15 Sunrise Drive
Wilkes Barre, PA 18705
Fax: (570)829-5884
Email: ajkesq@comcast.net
About Witchey Enterprises
Witchey Enterprises, Inc., a Wilkes-Barre, Pa.-based provider of
courier and express delivery services, filed a Chapter 11 petition
(Bankr. M.D. Pa. Case No. 19-00645) on Feb. 14, 2019. Louis
Witchey, president, signed the petition. At the time of filing,
the Debtor had between $1 million and $10 million in both assets
and liabilities. Judge Patricia M. Mayer oversees the case. The
Debtor tapped Andrew Joseph Katsock, III, Esq., as legal counsel
and David L. Haldeman as accountant.
WJA ASSET: Aqua Buying Luxury Asset's San Diego Property for $16.5M
-------------------------------------------------------------------
Luxury Asset Purchasing International, LLC (LAPI), one of the
debtors-in-possession in these chapter 11 cases, seeks approval
from the U.S. Bankruptcy Court for the Central District of
California to sell its 9.42 acres of real property located at 5827
Winland Hills Drive and San Dieguito Road in San Diego, California,
Assessor's Parcel Number 303-030-12, to Aqua Rancho Santa Fe, LLC,
for $16.5 million.
A hearing on the Motion is set for March 23, 2022, at 1:30 p.m.
Luxury's primary asset is its interest in the Property. When
Luxury commenced the case, it was in the early stages of obtaining
a permit for the Property to be developed into a senior residential
living facility. As Luxury neared completion of the plans and
studies required to submit the application for a major use permit,
it began marketing the Property to companies in the senior
residential housing industry so that the application can be
submitted with the identity of the proposed operator known, a step
that is intended to facilitate the issuance of the major use
permit. After extensive marketing negotiations, Luxury has entered
into an agreement to sell the Property for $16.5 million, free and
clear of liens, and with no overbids. The sale price is at the
high end of the market and is not subject to overbid. Luxury has
consulted with the Official Committee of Unsecured Creditors
throughout this process and is informed that the Committee supports
the sale without overbids. For these reasons, Luxury requests
Court approval of the sale.
There are two liens against the Property. The first is in favor of
TD REO in the original principal amount of $2,663,000, and the
second is in favor of Leslie Winchell in the approximate principal
amount of $1.94 million. These amounts do not include accrued
interest or fees allowed under the notes.
Luxury purchased the Property from Winchell in February 2016, and
Winchell took back a purchase money note in the amount of $2.19
million from Luxury that was secured by a second priority lien
against the Property. Under the terms of the original note, that
loan matured in February 2017. However, Luxury and Winchell later
modified the note and extended the maturity date to February 2018
in exchange for a $250,000 paydown on the principal.
Under the modification, the interest rate increased from 5% to 7%
per annum, and was to be paid quarterly in advance commencing on
Feb. 19, 2017. During the bankruptcy case, Luxury entered into a
stipulation with Winchell under which Luxury agreed to make partial
quarterly interest payments to Winchell and, in exchange, Winchell
agreed to not seek relief from the automatic stay. Under the most
recent extension of this stipulation, the quarterly payments will
continue until the earlier of the closing of the sale of the
Property or May 2023.
Although the Property is adjacent to San Dieguito Road, the
Fairbanks Montecito Homeowners Association owns a strip of land
that is between the Property and the main road. Because the
Property must be accessed from that road, Luxury was required to
negotiate with the HOA for an easement to gain access to the
Property from the road. They reached an agreement under which
Luxury must pay a total of $200,000 for the easement, with $25,000
that was payable upon execution and the balance due when the major
use permit is issued. In addition, Luxury was required to pay the
HOA $10,000 for the legal fees it incurred in connection with the
easement. A total of $35,000 has been paid, with the balance of
$175,000 due when the Major Use Permit is issued. This is expected
to occur prior to the closing of the sale and is a liability of
Luxury.
In October 2019, the Court granted Luxury's application to employ
John Sherman and Shep Roylance of the Sherman & Roylance, which at
the time was affiliated with Coldwell Banker Commercial. Sherman &
Roylance specializes in the senior residential housing space.
Under the terms of the listing agreement, Sherman & Roylance is
entitled to a commission of 3.5% of the purchase price if they are
the only broker involved and 4.5% if they must share the commission
with another broker. Under the proposed sale, they are the only
broker.
Because of the amount of targeted marketing that had been done and
with the counsel of the brokers, Luxury, in consultation with the
Committee, decided that $16.5 million, not subject to overbid, was
very likely the highest and best offer that Luxury was going to
receive so elected to accept it, subject to Court approval.
Clearwater Living designated Aqua Rancho Santa Fe, LLC, a
wholly-owned subsidiary, to be the purchaser.
The parties then spent another few months negotiating the specific
terms of the purchase and sale agreement, resulting in the Purchase
and Sale Agreement and Joint Escrow Instructions. The PSA became
effective on Feb. 10, 2022.
The salient terms of the PSA are:
a. Deposit: The Buyer has made a deposit of $100,000 with
escrow.
b. Due Diligence: The Buyer has thirty days from the Effective
Date to terminate the transaction and obtain a return of the
deposit.
c. Permit Approval Process: The Buyer estimates that it will
need to put in an additional $250,000 to make certain changes to
the facility's plans, which is why the amount of the deposit is
less than one would expect for a transaction of this size. This
was a point of heavy negotiation. With respect to the costs
associated with the entitlement process, including fees charged by
the County of San Diego, Luxury will contribute the $214,589 it was
previously authorized to pay for these fees but has not yet spent
and the Buyer will be responsible for the remainder. Luxury will
lead the entitlement process with the Buyer's full cooperation and
support.
d. Closing: It is a contingency of the sale that the major use
permit and grading permit be issued. The PSA allots up to two
years for the issuance of these permits. The Buyer may extend this
outside date twice, each time for thirty days, by giving Luxury
notice of the exercise of the extension and paying an extension fee
of $10,000. The Buyer will close escrow 30 days after the earlier
to occur of the expiration of the period to appeal the issuance of
the major use permit or the Waiver Date.
In order to sell the Property free and clear of liens, claims, and
encumbrances, Luxury will need to pay the two allowed secured
claims at the closing. As a result of the sale, assuming a close
on or about March 31, 2023, Luxury expects to yield approximately
$7,673,000 for the estate.
A copy of the Agreement is available at
https://tinyurl.com/2p8ta28h from PacerMonitor.com free of charge.
The Purchaser:
CLEARWATER LIVING
5000 Birch St, East Tower, Suite 400
Newport Beach, CA 92660
Attn: Christopher M. Hilbert
Telephone: (949) 333-8585
E-mail: chilbert@3gcapitaladvisorscom
The Purchaser is represented by:
RAINES FEIDMAN LLP
1800 Avenue ofthe Stars, 12th Flr.
Los Angeles, CA 90067
Attn: Hamid R. Rafatj oo, Esq.
Telephone: (310) 440-4100
E-mail: hrafatjoo@raineslaw.com
About WJA Asset Management
Luxury Asset Purchasing International, LLC, et al., are part of a
network of entities or "Funds" formed to offer a range of
investment opportunities to individuals. Many of the existing
funds
are performing and some Funds had substantial gains. However,
certain Funds, i.e., those invested in private trust deeds secured
by real estate, suffered losses.
William Jordan Investments, Inc. ("Advisor"), is a registered
investment advisor. Laguna Hills, California-based WJA Asset
Management, LLC ("Manager"), is the managing member of Luxury, et
al. William Jordan was the president and sole owner of Advisor and
was the sole member and manager of Manager.
On May 18, 2017, Luxury and its affiliates filed voluntary
petitions under Chapter 11 of the United States Bankruptcy Code.
On
May 25, 2017, four other affiliated filed voluntary Chapter 11
petitions. On June 6, 2017, CA Real Estate Opportunity Fund III
filed its Chapter 11 petition. The Debtors' cases are jointly
administered under Bankr. C.D. Cal. Lead Case No. 17-11996, and
the
Debtors continue to operate their businesses and manage their
affairs as DIP.
Pursuant to court orders, Howard Grobstein is now serving as the
chief restructuring officer of the Debtors and Mr. Jordan no
longer
has any ongoing role in the Debtors' operations.
At the time of the filing, WJA estimated assets of less than
$500,000 and liabilities of $1 million to $10 million.
Judge Scott C. Clarkson presides over the cases.
Lei Lei Wang Ekvall, Esq., Philip E. Strok, Esq., Robert S.
Marticello, Esq., and Michael L. Simon, Esq., at Smiley
Wang-Ekvall, LLP, serve as counsel to the Debtors. Ann Moore of
Norton Moore Adams has been tapped as special counsel. Elite
Properties Realty is the broker.
[^] BOND PRICING: For the Week from February 28 to March 4, 2022
----------------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
Accelerate Diagnostics Inc AXDX 2.500 73.050 3/15/2023
Assabet Valley Bancorp AVBANC 5.500 85.604 8/1/2027
Assabet Valley Bancorp AVBANC 5.500 85.604 8/1/2027
Associated Materials LLC /
AMH New Finance Inc SIDEUS 9.000 106.705 9/1/2025
Associated Materials LLC /
AMH New Finance Inc SIDEUS 9.000 106.705 9/1/2025
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Basic Energy Services Inc BASX 10.750 2.295 10/15/2023
Basic Energy Services Inc BASX 10.750 2.295 10/15/2023
Buffalo Thunder
Development Authority BUFLO 11.000 50.000 12/9/2022
Diamond Sports Group LLC /
Diamond Sports Finance DSPORT 6.625 23.196 8/15/2027
Diamond Sports Group LLC /
Diamond Sports Finance DSPORT 6.625 23.364 8/15/2027
EnLink Midstream Partners LP ENLK 6.000 72.062 N/A
Endo Finance LLC /
Endo Finco Inc ENDP 5.375 70.569 1/15/2023
Endo Finance LLC /
Endo Finco Inc ENDP 5.375 70.569 1/15/2023
Energy Conversion Devices ENER 3.000 7.875 6/15/2013
Energy Future Competitive
Holdings Co LLC TXU 1.410 0.072 1/30/2037
Enterprise Products
Operating LLC EPD 4.875 84.802 8/16/2077
Federal Home Loan Banks FHLB 0.080 77.623 3/3/2022
GNC Holdings Inc GNC 1.500 0.500 8/15/2020
GTT Communications Inc GTTN 7.875 9.250 12/31/2024
GTT Communications Inc GTTN 7.875 10.250 12/31/2024
General Electric Co GE 4.000 80.356 N/A
Goldman Sachs Group Inc/The GS 0.479 99.950 3/8/2023
Lannett Co Inc LCI 4.500 34.000 10/1/2026
MAI Holdings Inc MAIHLD 9.500 24.740 6/1/2023
MAI Holdings Inc MAIHLD 9.500 24.740 6/1/2023
MAI Holdings Inc MAIHLD 9.500 24.740 6/1/2023
MBIA Insurance Corp MBI 11.501 7.459 1/15/2033
MBIA Insurance Corp MBI 11.501 7.459 1/15/2033
Macquarie Infrastructure
Holdings LLC MIC 2.000 95.952 10/1/2023
Macy's Retail Holdings LLC M 6.650 110.000 7/15/2024
Macy's Retail Holdings LLC M 6.650 111.051 7/15/2024
Macy's Retail Holdings LLC M 6.650 111.051 7/15/2024
Macy's Retail Holdings LLC M 6.650 110.807 7/15/2024
Nine Energy Service Inc NINE 8.750 46.427 11/1/2023
Nine Energy Service Inc NINE 8.750 45.206 11/1/2023
Nine Energy Service Inc NINE 8.750 45.016 11/1/2023
OMX Timber Finance
Investments II LLC OMX 5.540 0.836 1/29/2020
Paramount Global PARA 3.875 100.603 4/1/2024
Renco Metals Inc RENCO 11.500 24.875 7/1/2003
Revlon Consumer
Products Corp REV 6.250 38.789 8/1/2024
Ruby Pipeline LLC RPLLLC 8.000 86.750 4/1/2022
Ruby Pipeline LLC RPLLLC 8.000 86.625 4/1/2022
Sears Holdings Corp SHLD 8.000 0.822 12/15/2019
Sears Holdings Corp SHLD 6.625 0.367 10/15/2018
Sears Holdings Corp SHLD 6.625 0.785 10/15/2018
Sears Roebuck Acceptance Corp SHLD 7.000 1.112 6/1/2032
Sears Roebuck Acceptance Corp SHLD 6.750 1.076 1/15/2028
Sears Roebuck Acceptance Corp SHLD 7.500 0.814 10/15/2027
Sears Roebuck Acceptance Corp SHLD 6.500 1.020 12/1/2028
Southern Co/The SO 5.500 99.096 3/15/2057
TPC Group Inc TPCG 10.500 57.508 8/1/2024
Talen Energy Supply LLC TLN 10.500 43.126 1/15/2026
Talen Energy Supply LLC TLN 6.500 40.364 6/1/2025
Talen Energy Supply LLC TLN 10.500 44.095 1/15/2026
Talen Energy Supply LLC TLN 6.500 39.625 9/15/2024
Talen Energy Supply LLC TLN 9.500 85.818 7/15/2022
Talen Energy Supply LLC TLN 9.500 85.818 7/15/2022
Talen Energy Supply LLC TLN 10.500 44.688 1/15/2026
Talen Energy Supply LLC TLN 6.500 39.625 9/15/2024
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
Trousdale Issuer LLC TRSDLE 6.500 33.150 4/1/2025
Wells Fargo & Co WFC 3.500 100.194 3/8/2022
*********
Monday's edition of the TCR delivers a list of indicative prices
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*********
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