/raid1/www/Hosts/bankrupt/TCR_Public/220310.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, March 10, 2022, Vol. 26, No. 68
Headlines
A.G. DILLARD: Seeks to Hire Hirschler Fleischer as Legal Counsel
A.G. DILLARD: Seeks to Hire RJ Reuter as Financial Advisor
ABILITY INC: Incurs US$6.7 Million Net Loss in 2020
ADAMIS PHARMACEUTICALS: Board Chair to Retire in April
AEMETIS INC: Closes New $100 Million Credit Facilities
ALASKA AIR: Egan-Jones Keeps B Senior Unsecured Ratings
ALTO MAIPO: Cerberus, CarVal Back New Plan Deal
ANDREW'S GARDEN: Bid to Use Cash Collateral Denied
ASTROTECH CORP: BML Investment Acquires 5.2% Equity Stake
AVNET INC: Egan-Jones Keeps BB+ Senior Unsecured Ratings
BALL CORP: Egan-Jones Hikes Senior Unsecured Ratings to BB+
BELFOR HOLDINGS: S&P Affirms 'B' ICR, Outlook Stable
BOEING COMPANY: Egan-Jones Keeps BB+ Senior Unsecured Ratings
BOULDER BOTANICALS: Wins Cash Collateral Access Thru March 26
BRAZOS DELAWARE II: Moody's Hikes CFR to B2, Outlook Remains Stable
CAN B CORP: Signs Deal to Develop Health Product, CBD Lounges
CAN B CORP: Signs Distribution Agreement With PrimeX
CAPSTONE ENERGY: Reducing Operating Costs as Business Model Shifts
CASSWAY CONTRACTING: Seeks Access to TD Bank Cash Collateral
CASSWAY CONTRACTING: Voluntary Chapter 11 Case Summary
CERTA DOSE: Case Trustee Wins Cash Collateral Access
CHACHI LLC: Taps Edelboim Lieberman Revah as Bankruptcy Counsel
CITRIX SYSTEMS: Egan-Jones Keeps BB+ Senior Unsecured Ratings
CLEARDAY INC: Inks Deals to Refinance Existing Debt
CNX RESOURCES: Egan-Jones Keeps B+ Senior Unsecured Ratings
COLUMBUS MCKINNON: Egan-Jones Keeps BB Senior Unsecured Ratings
CORNERSTONE BUILDING: Moody's Puts B1 CFR on Review for Downgrade
COX BROTHERS: Wins Cash Collateral Access
CRYPTO CO: Receives $300K in Funding From AJB Capital
CTI BIOPHARMA: New SVP, Chief Commercial Officer Appointed
DAKOTA TERRITORY: Taps Ellsworth & Associates as Special Counsel
DGS REALTY: Wins Cash Collateral Access Thru June 30
DRALA MOUNTAIN: Wins Cash Collateral Access Thru March 28
E.L. SERVICES: Gets Cash Collateral Access Thru May 11
EAGLE PARENT: Moody's Assigns B2 CFR & Rates New 1st Lien Debt B2
FINANCIAL GRAVITY: Weaver and Tidwell Quits as Accountant
FORE MACHINE: Seeks Cash Collateral Access, $2.5MM DIP Loan
FORUM ENERGY: Incurs $82.7 Million Net Loss in 2021
GLOBAL TRAVEL: Gets OK to Hire Latham as Bankruptcy Counsel
HAMPTON ROADS: Fitch Affirms 'B+' Rating on Class III Bonds
HANFORD RENAISSANCE: Case Summary & Four Unsecured Creditors
HELMERICH & PAYNE: Egan-Jones Keeps BB- Senior Unsecured Ratings
HOME DECOR: Files Emergency Bid to Use Cash Collateral
ILAN DORON: Kevin Neiman Updates on Farudi Claimants
IMPRIVATA INC: Fitch Lowers LongTerm IDR to 'B', Outlook Stable
IMPRIVATA INC: Moody's Rates New $383MM Incremental Term Loan 'B1'
INNOVATIVE DESIGNS: Isdaner & Company Approved as Accountant
IOTA COMMUNICATIONS: To Restate Previous Financial Statements
J & R UNITED: Seeks to Hire Karen B. Parker P.A. as Special Counsel
JAZZ ACQUISITION: Moody's Hikes CFR to B3 & First Lien Debt to B2
JETBLUE AIRWAYS: Egan-Jones Keeps B Senior Unsecured Ratings
JOHNSON & JOHNSON: Prison Experiments Resurfaces in Talc Suits
KAMAN CORP: S&P Alters Outlook to Stable, Affirms 'BB' ICR
KUAKINI HEALTH: S&P Affirms 'CCC' Rating on 2002A Revenue Bonds
LTL MANAGEMENT: Court Appoints 2 Mediators
M/I HOMES: S&P Alters Outlook to Positive, Affirms 'BB-' ICR
MAUNESHA RIVER: Wins Cash Collateral Access Thru May 22
MEDIA DDS: Voluntary Chapter 11 Case Summary
METROHAVANA TOWN: Lender Seeks to Prohibit Cash Collateral Access
MRA HOLDINGS: Seeks Access to Cash Collateral
MURPHY OIL: Egan-Jones Cuts Senior Unsecured Ratings to BB
N.G. PURVIS FARMS: Taps Bradley Arant Boult as Special Counsel
NEKTAR THERAPEUTICS: Incurs $523.8 Million Net Loss in 2021
NEXTPLAY TECHNOLOGIES: Inks Deal to Sell $20 Million Common Shares
NITROCRETE LLC: SSG Acted as Investment Banker in Asset Sale
NN INC: Amends $150-Mil. Term Loan With Oaktree-Managed Funds
OLIN CORP: Egan-Jones Hikes Senior Unsecured Ratings to BB
PANACEA LIFE: Signs Exchange Deal With Institutional Investor
PENNYMAC FINANCIAL: Moody's Ups CFR to Ba2, Outlook Stable
PENNYMAC MORTGAGE: Moody's Affirms Ba3 CFR & Alters Outlook to Neg.
PHIO PHARMACEUTICALS: Falls Short of Nasdaq Bid Price Requirement
POUGHKEEPSIE, NY: Moody's Confirms 'Ba1' Issuer & GOLT Ratings
PRINCETON-WINDSOR PEDIATRICS: Wins Final Cash Collateral Access
PUERTO RICO: Gov. Ends PREPA Restructuring Deal
PULMATRIX INC: Hires Margaret Wasilewski as Chief Medical Officer
RECYCLING REVOLUTION: Gets Cash Collateral Access
REMARK HOLDINGS: Receives Noncompliance Notice From Nasdaq
RENEWABLE ENERGY: S&P Places 'B+' ICR on CreditWatch Positive
REYTECH SERVICES: Bid to Use Cash Collateral Denied
SALEM MEDIA: Swings to $41.5 Million Net Income in 2021
SAMARCO MINERACAO: Creditors Reject New Restructuring Plan
SCIENTIFIC GAMES: Considering Refinancing of Credit Facilities
SIMPLY FIT: Wins Emergency Cash Collateral Access
SIRIUS XM: Egan-Jones Keeps BB+ Senior Unsecured Ratings
SK HOLDCO: S&P Downgrades ICR to 'CCC-' on Rising Liquidity Risk
SKY INN OPERATION: Files Emergency Bid to Use Cash Collateral
SOUTH SKY: Files Emergency Bid to Use Cash Collateral
SOUTHWEST AIRLINES: Egan-Jones Keeps BB Senior Unsecured Ratings
SPIRIT AIRLINES: Egan-Jones Keeps CCC+ Senior Unsecured Ratings
SPX FLOW: Moody's Assigns 'B3' CFR & Rates 1st Lien Term Loan 'B2'
SPX FLOW: S&P Lowers ICR to 'B-' on Increased Leverage from LBO
ST. JOHNS PROFESSIONAL: Seeks Cash Collateral Access
STEREOTAXIS INC: Incurs $10.7 Million Net Loss in 2021
STONEX GROUP: Egan-Jones Keeps BB+ Senior Unsecured Ratings
TAKATA CORP: Appeal From Dismissal of Airbag Suit May Proceed
TENRGYS LLC: May Use PanAm19 Cash Collateral on Final Basis
TEX-GAS HOLDINGS: Deed of Trust Not Enforceable Lien, Court Rules
THEOS FEDRO: Deal on Cash Collateral Access OK'd
TON REAL ESTATE: Taps Christopher Hansen as Bankruptcy Attorney
TOPGOLF INTERNATIONAL: S&P Upgrades ICR to 'B', Outlook Stable
U.S. TELEPACIFIC: S&P Upgrades ICR to 'CCC+', Outlook Negative
VERTEX AEROSPACE: Moody's Puts 'B2' CFR Under Review for Upgrade
VTV THERAPEUTICS: CEO Deepa Prasad to Resign on March 29
WALKER SERVICE: Chapter 11 Trustee Taps LaMonica as Legal Counsel
WESCO INTERNATIONAL: S&P Upgrades ICR to 'BB', Outlook Stable
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
A.G. DILLARD: Seeks to Hire Hirschler Fleischer as Legal Counsel
----------------------------------------------------------------
A.G. Dillard, Inc. seeks approval from the U.S. Bankruptcy Court
for the Western District of Virginia to employ Hirschler Fleischer,
P.C. to serve as legal counsel in its Chapter 11 case.
The firm's services include:
a. advising the Debtor of its rights, powers and duties while
operating and managing its business and property under Chapter 11
of the Bankruptcy Code;
b. preparing legal documents and reviewing all financial reports
to be filed in the case;
c. advising the Debtor concerning, and preparing responses to,
legal papers that may be filed by concerned parties in the case;
d. assisting in the negotiation and documentation of any
necessary financing agreements and related transactions;
e. reviewing the nature and validity of any liens asserted
against the Debtor's property and advising the Debtor concerning
the enforceability of such liens;
f. advising the Debtor regarding its ability to initiate actions
to collect and recover property for the benefit of its estate;
g. advising the Debtor concerning executory contract or
unexpired lease assumption, assignment or rejection, and contract
restructuring and recharacterization;
h. advising the Debtor in connection with the formulation,
negotiation and promulgation of a plan of reorganization and
related transactional documents;
i. assisting the Debtor in reviewing, estimating and resolving
claims asserted against the estate;
j. commencing and conducting litigation to assert rights held by
the Debtor, protect assets of the estate or otherwise further the
goal of completing the Debtor's successful reorganization; and
k. providing non-bankruptcy services to the extent requested by
the Debtor.
Hirschler Fleischer will be paid at hourly rates ranging from $315
to $525 and reimbursed for out-of-pocket expenses. The firm
received a retainer of $35,000 from the Debtor.
Robert Westermann, Esq., a partner at Hirschler Fleischer,
disclosed in a court filing that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Robert S. Westermann, Esq.
Brittany B. Falabella, Esq.
Hirschler Fleischer, P.C.
2100 East Cary Street
Richmond, VA 23218-0500
Tel: (804) 771-9500
Fax: (804) 644-0957
Email: rwestermann@hirschlerlaw.com
bfalabella@hirschlerlaw.com
About A.G. Dillard
A.G. Dillard, Inc. is an excavating contractor in Troy, Va. It
provides a wide variety of site construction services, including
site remodeling, clearing and demolition, pond repair or
conversion, excavating and grading, site concrete, and paving.
A.G. Dillard sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Va. Case No. 22-60115) on Feb. 9, 2022. In the
petition signed by Alan G. Dillard, III, president, the Debtor
listed as much as $50 million in both assets and liabilities.
Judge Rebecca B. Connelly oversees the case.
The Debtor tapped Robert S. Westermann, Esq., at Hirschler
Fleischer, PC as legal counsel and RJ Reuter, LLC (doing business
as RJ Reuter Business Consulting) as financial advisor.
A.G. DILLARD: Seeks to Hire RJ Reuter as Financial Advisor
----------------------------------------------------------
A.G. Dillard, Inc. seeks approval from the U.S. Bankruptcy Court
for the Western District of Virginia to employ RJ Reuter, LLC as
its financial advisor.
The firm's services include:
a. reviewing financial and operational information of the
Debtor;
b. advising and assisting in the preparation and presentation of
information concerning a Chapter 11 plan of reorganization;
c. preparing cash flow projections and other financial reports;
d. providing necessary financial direction to support the
Debtor's implementation of the cash flow projections and budgets;
e. submitting monthly operating reports to the Office of the
U.S. Trustee;
f. advising the Debtor on options and strategy in the bankruptcy
process;
g. participating as a witness in hearings before the bankruptcy
court; and
h. providing other necessary services.
The firm will be paid at hourly rates ranging from $295 to $495 and
will be reimbursed for out-of-pocket expenses.
Ronald Reuter, a partner at RJ Reuter, 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:
Ronald J. Reuter
RJ Reuter, LLC
dba RJ Reuter Business Consulting
91 River Street
Milford, CT 06460
Tel: (203) 877-8824
Fax: (203) 877-1330
Email: ronreuter@rjreuter.com
About A.G. Dillard
A.G. Dillard, Inc. is an excavating contractor in Troy, Va. It
provides a wide variety of site construction services, including
site remodeling, clearing and demolition, pond repair or
conversion, excavating and grading, site concrete, and paving.
A.G. Dillard sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Va. Case No. 22-60115) on Feb. 9, 2022. In the
petition signed by Alan G. Dillard, III, president, the Debtor
listed as much as $50 million in both assets and liabilities.
Judge Rebecca B. Connelly oversees the case.
The Debtor tapped Robert S. Westermann, Esq., at Hirschler
Fleischer, PC as legal counsel and RJ Reuter, LLC (doing business
as RJ Reuter Business Consulting) as financial advisor.
ABILITY INC: Incurs US$6.7 Million Net Loss in 2020
---------------------------------------------------
Ability Inc. reported a net loss and comprehensive loss of US$6.71
million on US$1.73 million of revenues for the year ended Dec. 31,
2020, compared to a net loss and comprehensive loss of US$7.81
million on US$1.89 million of revenues for the year ended Dec. 31,
2019.
As of Dec. 31, 2021, the Company had US$13.82 million in total
assets, US$23.07 million in total liabilities, and a total
shareholders deficit of US$9.25 million.
As of Dec. 31, 2020, the Group had an accumulated deficit of
approx. US$42,747,000, cash and cash equivalents of US$418,000 and
a comprehensive loss of US$6,709,000 for the year ended that day.
Ability Inc. stated, "Due to the continuing low revenues along with
significant expenses for legal and professional services, the Group
is suffering from constant losses, a capital deficit and a negative
cash flow from operating activities. Several Group companies are
under investigation by the Israeli Ministry of Defense, which
ordered the suspension of certain export licenses. In addition,
severe restrictions on movement imposed by many countries as a
result of the Corona virus ("COVID-19"), prevented the Group from
completing the system acceptances in various projects. The Group
is making every effort to overcome this issue as soon as possible.
These and other factors, together with other reasons described
below, raise significant doubts about the Group's continued ability
to function as a going concern.
"Management is investing significant marketing efforts in order to
generate additional revenue and at the same time works to reduce
the Group's expenses, especially in the context of legal expenses
and professional services, in order to again become profitable. In
addition, the Group is working to settle the claims against it.
"However, there is no guarantee that the Group will be able to
again become profitable, achieve the level of financing required
for its operations and eliminate all claims against it. If the
Group is unable to generate additional revenue to support its
operations or raise additional capital, it may need to reduce or
discontinue its operations."
A full-text copy of the Form 6-K is available for free at:
https://www.sec.gov/Archives/edgar/data/0001652866/000121390022010244/ea156263ex99-5_abilityinc.htm
About Ability Inc.
Ability Inc. is a holding company operating through its
subsidiaries Ability Computer & Software Industries Ltd., Ability
Security Systems Ltd., and Telcostar, which provide advanced
interception, geolocation and cyber intelligence products and
solutions that serve the needs and increasing challenges of
security and intelligence agencies, military forces, law
enforcement agencies and homeland security agencies worldwide.
Ziv Haft, Certified Public Accountants (Isr.) BDO Member Firm, in
Tel Aviv, Israel, the Company's auditor since 2015, issued a "going
concern" qualification in its report dated June 15, 2020 citing
that the Company has an accumulated deficit, working capital
deficit, suffered recurring losses and has negative operating cash
flow. The Company is also under an investigation of the Israeli
Ministry of Defense, which ordered a suspension of certain export
licenses. Additionally, severe restrictions imposed by many
countries on global travel as a result of the coronavirus disease
of 2019 outbreak have impeded the Group's ability to complete the
phase of the systems acceptances. These matters, along with other
reasons, raise substantial doubt about the Company's ability to
continue as a going concern.
ADAMIS PHARMACEUTICALS: Board Chair to Retire in April
------------------------------------------------------
Richard C. Williams, chairman of the Board of Directors of Adamis
Pharmaceuticals Corporation, will be retiring effective April 15,
2022. He will be resigning from his position as a director,
chairman of the Board and a member of the Audit Committee,
Compensation Committee and Nominating and Governance Committee of
the Board.
Mr. Williams indicated to the company that he is retiring only for
personal reasons unrelated to any company operations, policies,
practices, or financial statements, as disclosed in a Form 8-K
filed with the Securities and Exchange Commission.
About Adamis Pharmaceuticals
Adamis Pharmaceuticals Corporation --
http://www.adamispharmaceuticals.com-- is a specialty
biopharmaceutical company primarily focused on developing and
commercializing products in various therapeutic areas, including
allergy, opioid overdose, respiratory and inflammatory disease.
Adamis reported a net loss of $49.39 million for the year ended
Dec. 31, 2020, compared to a net loss of $27.51 million for the
year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had
$30.87 million in total assets, $27.37 million in total
liabilities, and $3.50 million in total stockholders' equity.
San Diego, California-based BDO USA, LLP, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated April 15, 2021, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
AEMETIS INC: Closes New $100 Million Credit Facilities
------------------------------------------------------
Aemetis, Inc. announced the closing of two new, lower interest rate
credit facilities with aggregate availability of up to $100
million, comprised of up to $50 million for projects that produce
lower carbon intensity renewable products and up to $50 million for
working capital. In connection with the closing of the new credit
facilities, Aemetis repaid $16 million of higher interest rate
debt, building upon the more than $60 million of higher interest
rate debt repaid during 2021.
The base interest rates under the new credit facilities are 8% for
capital projects and 10% for working capital financing and were
provided by Third Eye Capital of Toronto, Canada, which has funded
Aemetis as a senior lender since 2008. The credit facilities are
expected to provide funding for the Aemetis projects that reduce
the carbon intensity of renewable fuels, including a zero carbon
intensity solar array and extensive process equipment
electrification upgrades to the Keyes ethanol plant, a sustainable
aviation fuel (SAF) and renewable diesel plant, and carbon
sequestration facilities.
"This new, lower-cost financing builds on our relationship with
Third Eye Capital that began with our first funding in 2008," said
Eric McAfee, Chairman and CEO of Aemetis. "We sincerely appreciate
their support for carbon reduction investments and other growth
projects at Aemetis. This lower interest rate debt funding is
designed to fund the development of the 90 million gallon per year
Carbon Zero 1 sustainable aviation fuel and renewable diesel plant;
fully fund the remaining Keyes plant upgrades to install solar and
mechanical vapor recompression; and fully fund the two
characterization wells, engineering and permitting for the Aemetis
Carbon Capture subsidiary to submit EPA Class VI CO2 sequestration
licenses at our two biofuels plant sites."
Both credit facilities have availability provisions based on the
qualified use of funds and other factors. Consideration to the
lender includes a warrant to purchase 500,000 shares of Aemetis
common stock at a $20 per share exercise price and a warrant to
purchase 100,000 shares of Aemetis common stock at an exercise
price equal to the 30 day VWAP of Aemetis common stock ($10.20).
The new debt facilities are expected to provide the remaining
funding required for engineering and permitting of the Carbon Zero
renewable jet and diesel plant in Riverbank, California from
Aemetis prior to completion of project debt financing. Aemetis has
invested more than $32 million of cash and grants in the renewable
jet and diesel plant.
In addition to a $3.2 billion, 10-year renewable diesel supply
agreement with a leading travel stop company, Aemetis has signed
$2.5 billion of sustainable aviation fuel supply agreements with
Delta Air Lines, American Airlines and Japan Airlines to supply a
40% blend of SAF and 60% petroleum jet fuel to San Francisco
Airport. An additional $1 billion of Memorandum of Understandings
have been signed with other members of the oneworld Alliance, which
are expected to be converted to signed agreements by the end of Q2
2022.
About Aemetis
Headquartered in Cupertino, California, Aemetis, Inc. --
http://www.aemetis.com-- is an international renewable natural
gas, renewable fuels and byproducts company focused on the
acquisition, development and commercialization of innovative
technologies that replace traditional petroleum-based products. The
Company operates in two reportable geographic segments: "North
America" and "India."
Aemetis reported a net loss of $36.66 million for the year ended
Dec. 31, 2020, compared to a net loss of $39.48 million for the
year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had
$146.98 million in total assets, $74.61 million in total current
liabilities, $204.47 million in total long-term liabilities, and a
total stockholders' deficit of $132.09 million.
ALASKA AIR: Egan-Jones Keeps B Senior Unsecured Ratings
-------------------------------------------------------
Egan-Jones Ratings Company on February 10, 2022, maintained its 'B'
foreign currency and local currency senior unsecured ratings on
debt issued by Alaska Air Group, Inc.
Headquartered in SeaTac, Washington, Alaska Air Group, Inc. is an
airline holding company.
ALTO MAIPO: Cerberus, CarVal Back New Plan Deal
-----------------------------------------------
Jeremy Hill of Bloomberg News reports that Alto Maipo SpA, a
bankrupt hydroelectric power plant project in Chile, has the
support of CarVal Investors and Cerberus Capital Management for its
restructuring plan.
Alto Maipo is seeking bankruptcy court approval to enter into a new
restructuring support agreement with its biggest stakeholders,
court papers filed Monday, March 7, 2022, show.
The so-called RSA would crystallize creditor support for Alto
Maipo's bankruptcy plan as it seeks a federal judge's blessing to
exit Chapter 11.
The parties spent the majority of February 2022 in intense
negotiations over a revised plan structure, and have reached
agreement on the terms of a further amended RSA (the Third Amended
RSA) and plan structure. Only holders of 39% of the Debtors'
senior secured debt -- comprised of Banco de Credito e Inversiones,
Cerberus, DNB Bank ASA, and Itau Corpbanca -- signed on to the
Third Amended RSA dated Feb. 28, 2022.
On Feb. 28, 2022, the Debtors filed the Joint Chapter 11 Plan of
Reorganization based on the terms of a Third Amended RSA.
Certain additional lenders have signed the Third Amended RSA since
the filing of the Plan, with holders of 50% of senior lenders,
which now include CarVal Investors, now onboard as of March 7,
2022. The Debtors are continuing to discuss the RSA with
additional lenders.
As of the date of the filing of the Plan, the Debtors owed (i)
$1.652 billion to the senior lenders, and (ii) $391.5 million to
Strabag as contractor under a tunnel complex construction
contract.
The parties have agreed to the issuance of a $1.05 billion
first-lien note that will mature in June 2040 and a $993.7 million
second lien note that will mature in October 2042 to be distributed
to the senior lenders and Strabag in exchange for the prepetition
senior secured obligations. AES Andes, as sponsor, will get 100%
of the shares in Alto Maipo in exchange for certain deferrals, an
increase in the size of the exit financing facility; and the
impairment of DIP claims.
Unsecured creditors are out of the money under the Plan.
About Alto Maipo
Alto Maipo owns the Alto Maipo Hydroelectric Project, outside
Santiago, Chile, which is currently under construction. The project
comprises two run-of-the-river plants with a combined installed
capacity of 531 megawatts. The run-of-the-river project is a joint
venture between U.S. utility subsidiary AES Gener and Chilean
mining company Antofagasta Minerals (AMSA).
Alto Maipo Delaware LLC and Alto Maipo SpA sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 21-11507) on Nov. 17,
2021. Javier Dib, board president and chief restructuring officer,
signed the petitions. At the time of the filing, Alto Maipo
Delaware LLC estimated between $1 billion and $10 billion in both
assets and liabilities.
The cases are handled by Judge Karen B. Owens.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP and Cleary
Gottlieb Steen & Hamilton LLP as legal counsel; Nelson Contador
Abogados & Consultores SpA as local Chilean counsel; AlixPartners,
LLP as financial advisor; and Lazard Freres & Co. LLC and Lazard
Chile SpA as investment banker. Prime Clerk, LLC is the claims,
noticing and administrative agent.
ANDREW'S GARDEN: Bid to Use Cash Collateral Denied
--------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, has denied the motion to use cash collateral
filed by Andrew's Garden, Inc. for improper notice.
As previously reported by the Troubled Company Reporter, the Debtor
sought authority to use certain cash and cash equivalents that
allegedly serve as collateral for claims asserted against the
Debtor and its property by TVT 2.0 LLC, 24 Capital LLC, ODK Capital
LLC and the U.S Small Business Administration. The Debtor estimates
the Lenders are owed approximately $250,000 in the aggregate.
The Debtor requires the use of cash collateral for payroll,
insurance, utilities, and other miscellaneous items needed in the
ordinary course of business.
A copy of the order is available at https://bit.ly/3hRT7iB from
PacerMonitor.com.
About Andrew's Gardens, Inc.
Andrew's Gardens, Inc. is a retail sales business for flower sales
in Wheaton, Illinois. Andrew's Gardens sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No.
22-01249) on February 3, 2022. In the petition signed by Tonya
Parravano, vice president, the Debtor disclosed up to $50,000 in
assets and up to $500,000 in liabilities.
John Lynch, Esq., at Lynch Law LLC is the Debtor's counsel.
ASTROTECH CORP: BML Investment Acquires 5.2% Equity Stake
---------------------------------------------------------
BML Investment Partners, L.P. disclosed in a Schedule 13G filed
with the Securities and Exchange Commission that as of Feb. 23,
2022, it beneficially owns 2,587,316 shares of common stock of
Astrotech Corporation, representing 5.2 percent of the shares
outstanding.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1001907/000156761922006167/doc1.htm
About Astrotech
Astrotech Corporation (NASDAQ: ASTC) --
http://www.astrotechcorp.com-- is a mass spectrometry company that
launches, manages, and commercializes scalable companies based on
its innovative core technology through its wholly-owned
subsidiaries. 1st Detect develops, manufactures, and sells trace
detectors for use in the security and detection market. AgLAB is
developing chemical analyzers for use in the agriculture market.
BreathTech is developing a breath analysis tool to provide early
detection of lung diseases. Astrotech is headquartered in Austin,
Texas.
Astrotech reported a net loss of $7.60 million for the year ended
June 30, 2021, a net loss of $8.31 million for the year ended June
30, 2020, and a net loss of $7.53 million for the year ended June
30, 2019. For the six months ended Dec. 31, 2021, the Company
reported a net loss of $4.21 million. As of Dec. 31, 2021, the
Company had $60.38 million in total assets, $2.83 million in total
liabilities, and $57.55 million in total stockholders' equity.
AVNET INC: Egan-Jones Keeps BB+ Senior Unsecured Ratings
--------------------------------------------------------
Egan-Jones Ratings Company on Feb. 11, 2022, maintained its 'BB+'
foreign currency and local currency senior unsecured ratings on
debt issued by Avnet, Inc.
Headquartered in Phoenix, Arizona, Avnet, Inc. distributes computer
products and semiconductors, as well as interconnect, passive, and
electromechanical components.
BALL CORP: Egan-Jones Hikes Senior Unsecured Ratings to BB+
-----------------------------------------------------------
Egan-Jones Ratings Company on February 10, 2022, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Ball Corporation to BB+ from BB.
Headquartered in Broomfield, Colorado, Ball Corporation provides
metal packaging for beverages, foods, and household products.
BELFOR HOLDINGS: S&P Affirms 'B' ICR, Outlook Stable
----------------------------------------------------
S&P Global Ratings affirmed all its ratings on Birmingham,
Mich.-based disaster recovery services provider Belfor Holdings
Inc., including its 'B' issuer credit rating on the company and its
'B' issue-level rating on its first-lien debt.
The stable outlook reflects S&P's expectation for steady organic
growth augmented by tuck-in acquisitions and stable EBITDA margins
in the low-double-digit area, but it is forecasting leverage will
remain in the 5x-6x area.
Belfor intends to increase its senior secured term loan facility by
$250 million, which is fungible with its existing $797 million
first-lien term loan due in 2026.
S&P Global Ratings expects leverage to remain in the 5x-6x range
pro forma for the transaction, partly because of its private equity
ownership. Belfor will use proceeds from the proposed $250 million
incremental first-lien facility add-on to fund a $245 million
shareholder dividend and finance related fees and expenses.
S&P said, "We expect adjusted debt to EBITDA to be in the high-5x
area by year-end 2022, compared with the low-4x area as of Dec. 31,
2021. Although the company is increasing leverage to pay the
proposed dividend, our assessment of its financial risk already
incorporated the risk associated with its ownership by private
equity firm American Securities and a track record of paying
debt-funded dividends. We expect the company to maintain leverage
between 5x and 6x on average, incorporating periodic de-leveraging
followed by occasional debt-funded dividends. We also forecast the
company will generate free operating cash flow (FOCF) to debt in
the mid-to-high single-digit percentage area."
The fragmented nature of the disaster recovery services market has
allowed Belfor to pursue several acquisitions because it continues
to be the consolidator of choice in the space. Although it mostly
engages in small tuck-in acquisitions (targets with revenue of less
than $25 million), Belfor's free cash flow profile and growing cash
balance could offer an opportunity to engage in larger
transactions.
The company's non-discretionary service offering leads to a stable
operating profile. Belfor continued to benefit from its sanitizing
solution services through 2021, which offset temporary job delays
in its core recovery and restoration segment. Its North American
job count displayed mid-single-digit growth while average job size
grew in the high-single-digit area as Belfor continued to benefit
from key industry trends, including higher property values,
increasing project costs, and rising deductibles.
The emergence of the omicron variant had a minimal effect on
Belfor, given its designation as an essential business. As a
result, Belfor's operating performance should continue to remain
steady over the next 12-24 months as it executes its growth
strategy. While S&P expects a slight decline in total job count (as
a result of a decline in one-time sanitizing job services), it
expects robust growth in its average job size to continue,
highlighting the value add of its service offering.
As the global economy faces pressures from rising input costs,
Belfor remains well insulated from material shocks given the
majority of the work is conducted on a cost-plus markup basis. As
such, S&P expects stable S&P Global Ratings-adjusted EBITDA margins
in the 11%-13% area over the next 12-24 months as Belfor navigates
the changing landscape.
"The stable outlook reflects our expectation for steady organic
growth augmented by tuck-in acquisitions and stable EBITDA margins
in the low-double-digit area, but we are forecasting leverage will
remain in the 5x-6x area.
"While unlikely over the next year, we could lower our ratings on
Belfor if deteriorating operating trends or an aggressive financial
policy decisions raised adjusted debt to EBITDA toward 7x with no
clear prospects for recovery.
"We could raise our ratings on Belfor if operating trends continued
to improve and leverage remained below 5x on a sustained basis.
This would include an acquisition strategy in line with a track
record of and commitment to maintaining leverage at such levels."
ESG Credit Indicators: E-2, S-2, G-3
BOEING COMPANY: Egan-Jones Keeps BB+ Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company on February 7, 2022, maintained its
'BB+' foreign currency and local currency senior unsecured ratings
on debt issued by Boeing Company.
Headquartered in Chicago, Illinois, Boeing Company, together with
its subsidiaries, develops, produces, and markets commercial jet
aircraft, as well as provides related support services to the
commercial airline industry worldwide.
BOULDER BOTANICALS: Wins Cash Collateral Access Thru March 26
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has
authorized Boulder Botanical and Bioscience Laboratories, Inc. to
use cash collateral on an interim basis in accordance with the
budget, with a 10% variance, beginning March 1, 2022.
The Debtor requires the use of cash collateral to continue business
operations.
The Debtor's right to use cash collateral will terminate on the
earlier to occur of:
(a) the entry of a Court order terminating the use of cash
collateral; or
(b) March 26 at 11:59 p.m., unless otherwise extended by
consent of the Consenting Creditors or Court order.
Frankens Investment Fund LLC, EZ Core, Ltd., Supreme Naturals, LLC
and Patrick Zuber assert an interest in the Debtor's cash
collateral.
Frankens and Zuber have consented to the use of cash collateral on
the conditions set forth in the Fifth Interim Order and the
Consenting Creditors have further reserved all rights, remedies,
claims, and interests with respect to any final order entered by
the Court in connection with the Motion and the use of cash
collateral.
As adequate protection for the Debtor's use of cash collateral, the
Secured Creditors are granted a replacement lien and security
interest against the Debtor's post-petition assets with the same
priority and validity as the Secured Creditors' pre-petition
security interests to the extent of the Debtor's post-petition use
of cash collateral, except that no such replacement lien or
security interest will attach to any causes of action under chapter
5 of the Bankruptcy Code.
The Replacement Liens are deemed valid, binding, enforceable, and
perfected upon entry of the Order.
The Debtor will maintain insurance with respect to the Pre-Petition
Collateral and the Post-Petition Collateral in accordance with any
pre-petition loan agreements, security agreements, or financing
documents between the Debtor and the Consenting Creditors and as
otherwise required by the Bankruptcy Code, the Federal Rules of
Bankruptcy Procedure, and other applicable law and regulations.
A copy of the order and the Debtor's budget for the period from
February 27 to March 26, 2022 is available at
https://bit.ly/3CxMJqs from PacerMonitor.com.
The budget provides for total expenses, on a weekly basis, as
follows:
$83,258 for the week ending February 27, 2022;
$1,367 for the week ending March 6, 2022;
$33,255 for the week ending March 13, 2022; and
$2,460 for the week ending March 20, 2022.
About Boulder Botanical
Boulder Botanical & Bioscience Laboratories, Inc. filed a voluntary
petition for Chapter 11 protection (Bankr. D. Colo. Case No.
21-15340) on Oct. 21, 2021, listing up to $500,000 in assets and up
to $10 million in liabilities.
Judge Elizabeth E. Brown oversees the case.
Berken Cloyes PC serves as the Debtor's counsel.
BRAZOS DELAWARE II: Moody's Hikes CFR to B2, Outlook Remains Stable
-------------------------------------------------------------------
Moody’s Investors Service upgraded Brazos Delaware II, LLC’s
Corporate Family Rating to B2 from B3, its Probability of Default
Rating to B2-PD from B3-PD, and its senior secured term loan rating
to B2 from B3. The outlook remains stable.
The upgrade of Brazos’ ratings reflects Brazos’ higher EBITDA
and significant deleveraging supported by increased volumes on its
midstream system in the Delaware basin.
Upgrades:
Issuer: Brazos Delaware II, LLC
Corporate Family Rating, Upgraded to B2 from B3
Probability of Default Rating, Upgraded to B2-PD from B3-PD
Senior Secured 1st Lien Bank Credit Facility, Upgraded to B2
(LGD4) from B3 (LGD4)
Outlook Actions:
Issuer: Brazos Delaware II, LLC
Outlook, Remains Stable
RATINGS RATIONALE
Brazos’ upgrade to a B2 CFR reflects improving financial
leverage. Moody’s expects growing volumes to drive higher EBITDA,
positive free cash flow and lower leverage over the next 12-18
months. Volume growth will be driven organically as well as from
the acquisition of the Pecos Gas Gathering System in November 2021.
Maintenance capital spending needs are modest and Moody’s
anticipates capital expenditures to be driven by growth projects,
primarily for well connections and compression units that support
volume growth. Brazos is supported by customers' acreage
dedications in the highly economic Delaware Basin. Brazos' revenue
is concentrated among top customers but these include strong
producers from both a credit profile and operational capability
perspective. Contracts are long-term and fixed fee though there are
volume risks. Brazos generates a portion of revenue from its own
sale of processed residue gas, natural gas liquids and condensate
recovered while processing natural gas. The company’s volume
risks and still modest relative scale are the primary constraints
to the rating.
Moody’s expects Brazos to maintain good liquidity through 2022.
The company is expected to maintain above $50 million balance sheet
cash and an undrawn $50 million revolver due 2023. Moody’s
expects the company to renew the revolver in the near term to
sustain good liquidity.
The company’s $839 million term loan due 2025 is rated B2, the
same as the CFR because it comprises the preponderance of the
company’s debt. The $50 million revolver (unrated) has a super
priority over the term loan. The company also has about $22 million
of equipment financing.
The stable outlook reflects Moody’s expectation for growing
volumes to support higher EBITDA and lower leverage over the next
12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade include significantly
increased scale; durable growth of volumes and EBITDA; maintenance
of good liquidity and conservative financial policies; and
debt/EBITDA sustained below 4.5x. Factors that could lead to a
downgrade include debt/EBITDA above 5.5x or weakening liquidity.
Brazos Delaware II, LLC (Brazos), headquartered in Fort Worth,
Texas, is a privately held company that owns a natural gas and
crude oil midstream system in the Delaware Basin in Texas, within
the broader Permian Basin. Brazos is majority-owned by North Haven
Infrastructure Partners II for which Morgan Stanley Infrastructure,
Inc. is advisor and manager. Williams MLP Operating, LLC owns 15%
of Brazos. Williams MLP Operating, LLC is a subsidiary of The
Williams Companies, Inc. (Baa2 stable).
The principal methodology used in these ratings was Midstream
Energy published in February 2022.
CAN B CORP: Signs Deal to Develop Health Product, CBD Lounges
-------------------------------------------------------------
Can B Corp. entered into a definitive agreement with American
Development Partners for the development of Health & Wellness
product and CBD Lounges.
Pursuant to the Agreement, ADP will develop up to 100 Lounges (with
the first 50 committed to by the Company with an option of the
Company to develop 50 more) to be operated by the Company or its
affiliates. Each Lounge is expected to have development costs of
approximately $4M. The Company has agreed that ADP will be the
exclusive developer of its Lounges during the term of the
Agreement. ADP will receive a development fee of 10% of the total
development costs for each Lounge.
The Company will enter into a lease for each Lounge developed by
ADP. Rent will equal total development costs, including land
acquisition costs and the development fee, multiplied by a rent
factor to be determined on a Lounge-by-Lounge basis, which factor
will be capped at 10. Rent will increase by 2% annually. A
security deposit of one month rent will be required. The lease
will begin upon receiving certificate of occupancy for the
applicable Lounge. The leases will be triple net. All leases must
be guaranteed by the Company if it is not the tenant. The leases
will be for 20 year terms.
The term of the Agreement is 10 years unless earlier terminated per
the terms of the Agreement. The Agreement contains
indemnification, confidentiality, and non-circumvention obligations
for both parties.
About Can B Corp
Headquartered in Hicksville New York, Canbiola, Inc. (now known as
Can B Corp) -- http://www.canbiola.com-- develops, produces, and
sells products and delivery devices containing CBD. Cannabidiol
("CBD") is one of nearly 85 naturally occurring compounds
(cannabinoids) found in industrial hemp (it is also contained in
marijuana). The Company's products contain CBD derived from Hemp
and include products such as oils, creams, moisturizers, isolate,
and gel caps. In addition to offering white labeled products,
Canbiola has developed its own line of proprietary products, as
well as seeking synergistic value through acquisitions of products
and brands in the Hemp industry.
Can B Corp. reported a loss and comprehensive loss of $5.72 million
for the year ended Dec. 31, 2020, compared to a loss and
comprehensive loss of $5.90 million for the year ended Dec. 31,
2019. As of Sept. 30, 2021, the Company had $14.61 million in
total assets, $9.01 million in total liabilities, and $5.61 million
in total stockholders' equity.
Hauppauge, NY-based BMKR, LLP, the Company's auditor since 2014,
issued a "going concern" qualification in its report dated April
12, 2021, citing that the Company incurred a net loss of $5,851,512
during the year ended Dec. 31, 2020 and as of that date, had an
accumulated deficit of $30,521,025. Due to recurring losses from
operations and the accumulated deficit, the Company stated that
substantial doubt exists about its ability to continue as a going
concern.
CAN B CORP: Signs Distribution Agreement With PrimeX
----------------------------------------------------
Can B Corp. entered into a definitive agreement with PrimeX LLC on
Jan. 12 2022, for the distribution of certain of the Company's
products in Brazil and other potential international markets.
Pursuant to the Agreement, the Company will supply PrimeX with its
CBD and non-CBD products for distribution in Brazil at a 50/50 net
revenue share, with all expenses relating to such product to be
reimbursed to the Company before the revenue split. In addition,
the Company has agreed to white label products for PrimeX at a
price of the Company's cost plus 25%.
PrimeX will be the exclusive provider of Company products in Brazil
and will have the option to enter additional international markets.
The Company has agreed to provide requested samples to PrimeX at
cost. The Company will assist PrimeX with marketing and USA
compliance relating to the products. The Company has agreed to
extend PrimeX 60 day payment terms with a line of credit up to
$200,000.
The term of the Agreement is two years with one-year automatic
extensions unless either party terminates before extension. The
Agreement contains indemnification, confidentiality,
non-disparagement and non-solicitation obligations for both
parties.
About Can B Corp
Headquartered in Hicksville New York, Canbiola, Inc. (now known as
Can B Corp) -- http://www.canbiola.com-- develops, produces, and
sells products and delivery devices containing CBD. Cannabidiol
("CBD") is one of nearly 85 naturally occurring compounds
(cannabinoids) found in industrial hemp (it is also contained in
marijuana). The Company's products contain CBD derived from Hemp
and include products such as oils, creams, moisturizers, isolate,
and gel caps. In addition to offering white labeled products,
Canbiola has developed its own line of proprietary products, as
well as seeking synergistic value through acquisitions of products
and brands in the Hemp industry.
Can B Corp. reported a loss and comprehensive loss of $5.72 million
for the year ended Dec. 31, 2020, compared to a loss and
comprehensive loss of $5.90 million for the year ended Dec. 31,
2019. As of Sept. 30, 2021, the Company had $14.61 million in
total assets, $9.01 million in total liabilities, and $5.61 million
in total stockholders' equity.
Hauppauge, NY-based BMKR, LLP, the Company's auditor since 2014,
issued a "going concern" qualification in its report dated April
12, 2021, citing that the Company incurred a net loss of $5,851,512
during the year ended Dec. 31, 2020 and as of that date, had an
accumulated deficit of $30,521,025. Due to recurring losses from
operations and the accumulated deficit, the Company stated that
substantial doubt exists about its ability to continue as a going
concern.
CAPSTONE ENERGY: Reducing Operating Costs as Business Model Shifts
------------------------------------------------------------------
Capstone Green Energy Corporation has launched an effort to reduce
operating costs and modify the operating model to better match the
Company's expanding EaaS business. The expense reduction plan
implemented this week is intended to support Capstone's stated goal
of reaching consistent quarterly positive adjusted EBITDA.
The Company has undertaken a holistic review of the organization,
taking the growing EaaS business into account. EaaS adds diversity
to the Company's revenues and allows for a more streamlined
staffing model that constitutes most of the operating cost
reductions. Other measures taken to reduce expenses, until this
spring when the Company expects to realize increased revenue from
rental units yet to be commissioned, include temporary salary
reductions for the Capstone Green Energy leadership team and
company management, furloughing some employees, and moving others
to part-time status.
"We are committed to making the changes needed to increase our
profitability through better alignment of our current cost
structure to support our higher margin Energy-as-a-Service
revenues," said Darren Jamison, president and chief executive
officer of Capstone Green Energy. "While Capstone has achieved
adjusted positive EBITDA in the past, the EaaS business model
generates high margin recurring revenue that should drive more
consistent quarter to quarter positive adjusted EBITDA."
The EaaS rental unit timeline includes a delay between the time of
manufacture and the time revenue from that unit is realized. The
microturbine rental unit is built, allocated by a signed rental
contract, and then commissioned at the customer site, at which
point it begins to generate revenue.
"These actions are designed to enhance our ability to execute on
our business plans and serve our customers who are looking to
outsource their energy management, while also lowering energy
costs, increasing resiliency and reducing emissions," Mr. Jamison
continued. "We will continue to look for ways to enhance
Capstone's financial performance and overall cost structure to
optimize adjusted EBITDA."
About Capstone Green Energy
Capstone Green Energy (www.CapstoneGreenEnergy.com) (NASDAQ: CGRN)
is a provider of customized microgrid solutions and on-site energy
technology systems focused on helping customers around the globe
meet their environmental, energy savings, and resiliency goals.
Capstone Green Energy focuses on four key business lines. Through
its Energy as a Service (EaaS) business, it offers
rental solutions utilizing its microturbine energy systems and
battery storage systems, comprehensive Factory Protection Plan
(FPP) service contracts that guarantee life-cycle costs, as well as
aftermarket parts.
Capstone reported a net loss of $18.38 million for the year ended
March 31, 2021, a net loss of $21.90 million for the year ended
March 31, 2020, and a net loss of $16.66 million for the year ended
March 31, 2019.
CASSWAY CONTRACTING: Seeks Access to TD Bank Cash Collateral
------------------------------------------------------------
Cassway Contracting Corp. asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to use the cash
collateral of TD Bank, N.A., and provide adequate protection.
The Debtor requires the use of cash collateral to continue the
operation of its business and preserve the value of the estate
during the course of the Chapter 11 case.
The filing of the Chapter 11 case was caused by a combination of
the economic downturn caused by COVID-19 and the supply
chain-related delays and increased costs.
The Debtor intends to utilize the bankruptcy process in order to
restructure and reorganize its affairs and propose a plan of
reorganization that is in the best interests of its creditors and
affords them the greatest recovery possible.
On February 1, 2016, the Debtor and TD Bank entered into a Loan and
Security Agreement and a revolving term note, each as amended by
Modification Agreements dated September 9, 2019, and the Note as
further amended by an Amended and Restated Revolving Term Note
increasing the maximum principal amount from $1,000,000 to
$1,750,000, each with a term expiring on September 1, 2021.
The grant of security by the Debtor to TD Bank was perfected by
virtue of the filing of a UCC-1 financing statement on June 2,
2009, followed by Continuations filed on January 10, 2014, and
April 8, 2019.
The Debtor has been unable to locate copies of the Loan Documents.
However, in February 2022, TD Bank provided the Debtor with a
proposed Forbearance Agreement.
As of the Petition Date approximately $1,450,000 remains due under
the Loan Documents, and as set forth in the Forbearance Agreement.
As adequate protection for the Debtor's use of cash collateral, the
Debtor will grant TD Bank replacement liens in all of the Debtor's
pre-petition and post-petition assets and proceeds.
The Replacement Liens will be subject and subordinate only to a
carve-out for: (a) U.S. Trustee fees payable under 28 U.S.C.
section 1930 and 31 U.S.C section 3717; (b) professional fees of
duly retained professionals in this Chapter 11 case as may be
awarded pursuant to Sections 330 or 331 of the Code or pursuant to
any monthly fee order entered in the Debtor's Chapter 11 case; (c)
the fees and expenses of a hypothetical Chapter 7 trustee to the
extent of $10,000; and (d) the recovery of funds or proceeds from
the successful prosecution of avoidance actions pursuant to
sections 502(d), 544, 545, 547, 548, 549, 550 or 553 of the
Bankruptcy Code.
The Debtor submits that, in order to preserve the bankruptcy estate
and ensure the viability of the Debtor during the Chapter 11 case,
TD Bank should be granted Replacement Liens with the same nature,
extent and validity of their pre-petition liens, subject to
investigation by any creditors or committee appointed in the
Debtor's Chapter 11 case.
A copy of the motion is available at https://bit.ly/3pNJy8Q from
PacerMonitor.com.
About Cassway Contracting Corp.
Cassway Contracting Corp. is a drywall contractor to commercial and
residential buildings in the New York and New Jersey metro areas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. N.Y. Case No. 22-22107) on March 5,
2022. In the petition signed by James Cassidy, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Dawn Kirby, Esq., at Kirby Aisner & Curley LLP, is the Debtor's
counsel.
CASSWAY CONTRACTING: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Cassway Contracting Corp.
771 Nepperhan Avenue
Yonkers, NY 10703
Business Description: Established in 2004, Cassway Contracting is
a fully licensed and insured carpentry
construction company, specializing in a
broad range of carpentry services including
drywall, acoustical ceilings, exterior panel
systems as well as curtain wall partitions.
The Company specializes in residential and
commercial buildings in New York City.
Chapter 11 Petition Date: March 5, 2022
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 22-22107
Judge: March 5, 2022
Debtor's Counsel: Dawn Kirby, Esq.
KIRBY AISNER & CURLEY LLP
700 Post Road Suite 237
Scarsdale, NY 10583
Tel: (914) 401-9500
Email: dkirby@kacllp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by James Cassidy as president.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/NMCCJUI/Cassway_Contracting_Corp__nysbke-22-22107__0001.0.pdf?mcid=tGE4TAMA
CERTA DOSE: Case Trustee Wins Cash Collateral Access
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York has
authorized Kenneth P. Silverman, Esq., the chapter 11 operating
trustee of the bankruptcy estate of Certa Dose, Inc., to use cash
collateral in which Dr. Caleb S. Hernandez asserts an interest.
Silverman requires the use of cash collateral to immediately make
certain payments to approximately 10 law firms and attorneys in the
ordinary course of the Debtor's businesses (OCPs) in order to
preserve the Debtor's intellectual property assets.
The Trustee, on behalf of the Debtor, and the Lender have discussed
the continuation of the limited use of the Lender's cash collateral
subject to the liens of the Lender against the Debtor's assets,
including the products, proceeds, offspring and rents thereof as
more specifically set forth in 11 U.S.C. section 363(a) to make
payments totaling $70,590, consisting of $45,512 in current and
past due professional fees and $25,078 in governmental filing
fees.
The Trustee is also authorized and directed to use cash collateral
and all other accounts of the Debtor to make a $2,530 payment to
Chubb Insurance.
As adequate protection for the use of cash collateral, the Lender
is granted valid, binding, enforceable and automatically perfected
liens and/or security interests in and upon all of the assets the
Debtor presently owns or hereafter acquires.
As further adequate protection, the Lender is granted, pursuant to
and as limited by sections 361, 363 and 507(b) of the Bankruptcy
Code, super-priority administrative expense claims to the extent
that the Adequate Protections Liens prove inadequate and with
priority over all administrative expense claims and unsecured
claims against the Debtor or its estate.
Any replacement liens, adequate protection liens, and
super-priority claims granted are subject to the following fees,
expenses, and recoveries: any and all quarterly fees due to the
Office of the U.S. Trustee pursuant to 28 U.S.C. section 1930(a)(6)
and interest due pursuant to 31 U.S.C. section 3717, and any fees
due to the Clerk of the Bankruptcy Court pursuant to 28 U.S.C.
section 156(c).
A final hearing on the matter is scheduled for March 29, 2022 at 10
a.m.
A copy of the order is available at https://bit.ly/3vVv7Ds from
PacerMonitor.com.
About Certa Dose, Inc.
Certa Dose Inc. develops, sells and licenses pharmaceutical
products and technology. Its principal business is developing,
selling and licensing its pharmaceutical products and technology.
The Company was designated as an innovation company by Johnson &
Johnson and has received a grant and mentorship from J & J.
Certa Dose 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.
CHACHI LLC: Taps Edelboim Lieberman Revah as Bankruptcy Counsel
---------------------------------------------------------------
Chachi, LLC seeks approval from the U.S. Bankruptcy Court for the
Southern District of Florida to employ Edelboim Lieberman Revah,
PLLC to serve as legal counsel in its Chapter 11 case.
The firm's services include:
a. advising the Debtor with respect to its powers and duties in
the continued management and operation of its business and
properties;
b. attending meetings and negotiating with representatives of
creditors and other parties, and consulting on the conduct of the
case, including all of the legal and administrative requirements of
operating in Chapter 11;
c. advising the Debtor in connection with post-petition
financing arrangements and drafting documents relating thereto;
d. taking all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on its
behalf, the defense of any actions commenced against the estate,
negotiations concerning all litigation in which the Debtor may be
involved and objections to claims filed against the estate;
e. preparing legal papers;
f. negotiating and preparing a plan of reorganization,
disclosure statement and all related documents, and taking any
necessary action to obtain confirmation of the plan;
g. attending meetings with third parties and participating in
negotiations;
h. appearing before the bankruptcy court, appellate courts and
the Office of the U.S. Trustee; and
i. performing all other necessary legal services for the
Debtor.
The hourly rates charged by the firm for its services are as
follows:
Attorneys $215 to $550 per hour
Paralegals $125 per hour
Edelboim will also seek reimbursement for out-of-pocket expenses.
The Debtor paid the firm a retainer of $10,000.
Morgan Edelboim, Esq., a partner at Edelboim, 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:
Morgan Edelboim, Esq.
Edelboim Lieberman Revah PLLC
20200 W. Dixie Highway, Suite 905
Aventura, FL 33180
Tel: (305) 768-9909
Fax: (305) 928-1114
Email: morgan@elrolaw.com
About Chachi LLC
Chachi, LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D.
Fla. Case No. 22-11403) on Feb. 22, 2022, listing as much as $1
million in both assets and liabilities. Judge Peter D. Russin
oversees the case.
Edelboim Lieberman, Revah, PLLC, led by Morgan Edelboim, Esq., is
the Debtor's legal counsel.
CITRIX SYSTEMS: Egan-Jones Keeps BB+ Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company on February 7, 2022, maintained its
'BB+' foreign currency and local currency senior unsecured ratings
on debt issued by Citrix Systems, Inc.
Headquartered IN Fort Lauderdale, Florida, Citrix Systems, Inc.
designs, develops, and markets technology solutions that allow
applications to be delivered, supported, and shared on-demand.
CLEARDAY INC: Inks Deals to Refinance Existing Debt
---------------------------------------------------
Clearday, Inc. entered into certain financing agreements to
refinance certain of its existing indebtedness at its residential
facility operating facilities on more favorable terms to repay
outstanding debt and provide working capital for the Company's
innovative care businesses. The Company is negotiating the
refinancing of some of its other debt including its mortgage on its
Naples, Florida residential care facility.
The innovate care businesses include the development and deployment
of robots in the Company's residential care facilities as part of
its Clearday Direct program. The Mitra robot and robotic
applications are developed through the Company's previously
reported joint venture with Invento Research Inc. The Mitra robot
has several use cases or applications that enable superior care to
older Americans in their home environment and in our residential
care facilities. The Company intends to provide the Mitra robot,
through Clearday Direct, to residents at its residential care
facilities, and charge additional amounts for such services, that
may also include rooms that have innovative therapies such as
Clearday Restore and premium furnishings. A digital stream of an
example of a resident's experience with the Mitra robot is
available at the Company's website at
https://myclearday.com/robotics/. Clearday intends to continue its
deployment of the Mitra robot with additional use cases or
applications in its residential care facilities and to third
parties.
MCA Naples, LLC and MCA Naples Operating Company, LLC as an
additional party, each a subsidiary of Clearday, Inc., entered into
a financing agreement on Feb. 28, 2022 with CFG Marchant Solutions,
LLC C ("Financing Party 1"), to refinance its existing debt with
the Financing Party 1 and obtain additional financing on more
favorable terms. The financing under the Purchase Agreement funded
on Feb. 28, 2022 and provided aggregate gross proceeds of
approximately $450,000, of which approximately $73,130 was used to
repay existing indebtedness and approximately $9,000 paid
transaction related fees. The debt that was refinanced had an
original balance of $385,000 and a balance of $275,000 as of Sept.
30, 2021, as previously reported on the Company's quarterly report
as of that date. The refinanced debt terms provide better weekly
repayment amounts, 2.22% of the total debt balance compared with
3.12%, and a better advanced amount of 77% of the total debt
balance compared with 71%.
Under the Purchase Agreement with the Financing Party 1 MCA sold to
Financing Party 1 a specified percentage of its future receipts (as
defined by the Purchase Agreement), which includes the future
resident revenues in the Naples, Florida residential care facility
owned by MCA, equal to $585,000 for $450,000 (or an advance rate of
77%), less origination and other fees of approximately $9,000. MCA
agrees to repay this amount in 45 equal weekly installments,
subject to the right of the Financing Party 1 to change the daily
amount to more closely reflect the actual future receipts of MCA.
The Financing Party 1 has specified customary collection procedures
for the collection and remittance of the weekly payable amount
including direct payments from a specified authorized bank account.
The Purchase Agreement provides that the sale of the future
receipts shall be construed and treated for all purposes as a true
and complete sale and includes customary provisions granting a
security interest under the Uniform Commercial Code in accounts and
the proceeds. The Purchase Agreement also provides customary
provisions including representations, warranties and covenants,
indemnification, arbitration and the exercise of remedies upon a
breach or default; and provides the Financing Party 1 with a Right
of First Refusal for a two year term to purchase any additional
future receipts of MCA or its affiliates that guaranteed the
obligations under the Purchase Agreement.
The obligations of MCA under the Purchase Agreement are
irrevocably, absolutely, and unconditionally guaranteed by certain
affiliates of MCA as additional parties to the Purchase Agreement:
Memory Care American, LLC, MCA Management Company, Inc., MCA Naples
Operating Company, LLC and MCA Naples Holdings, LLC; and by a
Personal Guaranty of Performance by an officer of Clearday, which
provides customary provisions, including representations,
warranties and covenants.
Memory Care At Good Shepherd, LLC, a Clearday subsidiary, entered
into an Agreement of Sale of Future Receivables on March 4, 2022
with Libertas Funding LLC to refinance its existing debt with
Financing Party 2 and obtain additional financing on more favorable
terms. The financing under the Sale Agreement funded on March 4,
2022 and provided aggregate gross proceeds of approximately
$450,000, of which approximately $152,078 was used to repay
existing indebtedness and approximately $9,000 paid transaction
related fees. The debt that was refinanced had an original balance
of $737,000 and a balance of $488,408 as of Sept. 30, 2021, as
previously reported on the Company's quarterly report as of that
date. The refinanced debt terms provide a better discount factor
of 1.31 compared with 1.34 , which is a better advanced amount of
76.3% of the total debt balance compared with 74.6%.
Under the Sale Agreement with the Financing Party 2 MCGS sold to
Financing Party 2 a specified percentage of its future receipts (as
defined by the Sale Agreement), which includes the future resident
revenues in the Little Rock, Arkansas residential care facility
owned by MCGS, equal to $589,500 for $450,000 (or an advance rate
of 76.3%), less origination and other fees of approximately $9,000.
MCGS agrees to repay this amount in approximately 50 equal weekly
installments. The Financing Party 2 has specified customary
collection procedures for the collection and remittance of the
weekly payable amount including direct payments from a specified
authorized bank account. The Sale Agreement provides that the sale
of the future receipts will be construed and treated for all
purposes as a true and complete sale and includes customary
provisions granting a security interest under the Uniform
Commercial Code in accounts and the proceeds. The Sale Agreement
also provides customary provisions including representations,
warranties and covenants, indemnification, arbitration and the
exercise of remedies upon a breach or default.
MCGS has the right to repay the obligations under the Sale
Agreement during the initial five months that the obligations are
outstanding, with a discount to the total financing amount based on
the month of the repayment, beginning at 9.16%, and decreasing by
1.53% per month.
The obligations of MCGS under the Sale Agreement are irrevocably,
absolutely, and unconditionally guaranteed by the CEO of Clearday.
The provisions for such guaranty include customary provisions,
including representations, warranties and covenants.
About Clearday
Clearday (fka Superconductor Technologies, Inc.) is an innovative
non-acute longevity health care services company with a modern,
hopeful vision for making high quality care options more
accessible, affordable, and empowering for older Americans and
those who love and care for them. Clearday has
decade-longexperience in non-acute longevity care through its
subsidiary Memory Care America, which operates highly rated
residential memory care communities in four U.S. states. Clearday
at Home -- its digital service -- brings Clearday to the
intersection oftelehealth, Software-as-a-Service (SaaS), and
subscription-based content.
Superconductor reported a net loss of $2.96 million in 2020
following a net loss of $9.23 million in 2019. As of Sept. 30,
2021, the Company had $51.65 million in total assets, $68.92
million in total liabilities, $15.13 million in mezzanine equity,
and a total deficit of $32.41 million.
Los Angeles, CA-based Marcum LLP, the Company's auditor since 2009,
issued a "going concern" qualification in its report dated March
31, 2021, citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain is operations.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.
CNX RESOURCES: Egan-Jones Keeps B+ Senior Unsecured Ratings
-----------------------------------------------------------
Egan-Jones Ratings Company on February 8, 2022, maintained its 'B+'
foreign currency and local currency senior unsecured ratings on
debt issued by CNX Resources Corporation. EJR also downgraded the
rating on commercial paper issued by the Company to C from A3.
Headquartered in Canonsburg, Pennsylvania, CNX Resources
Corporation operates as a natural gas exploration and production
company.
COLUMBUS MCKINNON: Egan-Jones Keeps BB Senior Unsecured Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company on February 19, 2022, maintained its
'BB-' foreign currency and local currency senior unsecured ratings
on debt issued by Columbus McKinnon Corporation of New York.
Headquartered in NY, Columbus McKinnon Corporation of New York
designs, manufactures, and distributes a variety of material
handling, lifting, and positioning products.
CORNERSTONE BUILDING: Moody's Puts B1 CFR on Review for Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed Cornerstone Building Brands,
Inc.'s ratings, including the company's B1 Corporate Family Rating,
on review for downgrade. The outlook was revised to rating under
review from stable. The company's SGL-1 speculative grade liquidity
rating remains unchanged.
The rating actions follow the company's announcement on March 7,
2022 that it has entered into a definitive agreement to be acquired
by affiliates of Clayton, Dubilier & Rice (CD&R) in an all-cash
transaction with an enterprise value of roughly $5.8 billion,
including the assumption of debt. As of the latest filings, CD&R
owns 49% of the outstanding common shares of the company. While
details relating to the financing of this transaction have not been
disclosed, Cornerstone's debt burden could stand to rise
meaningfully as a result of the buyout. The potential for a more
aggressive financial policy is a key governance risk.
On Review for Downgrade:
Issuer: Cornerstone Building Brands, Inc.
Corporate Family Rating, Placed on Review for Downgrade, currently
B1
Probability of Default Rating, Placed on Review for Downgrade,
currently B1-PD
Senior Secured Bank Credit Facility, Placed on Review for
Downgrade, currently B1 (LGD3)
Senior Unsecured Regular Bond/Debenture, Placed on Review for
Downgrade, currently B3 (LGD5)
Outlook Actions:
Issuer: Cornerstone Building Brands, Inc.
Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
Moody's review will focus on Cornerstone's financial policy, pro
forma capital structure, liquidity profile, and future operating
and growth strategy. While the company has not announced
capitalization plans associated with the pending privatization or
disclosed how much equity funding may be contributed by CD&R in
conjunction with the transaction, the rating review reflects
Moody's expectation for a meaningfully more levered pro forma
capital structure.
Cornerstone's B1 CFR reflects the company's (i) leading position as
the largest manufacturer of exterior building products in North
America for the commercial, residential, and repair and remodel
construction industries, (ii) improved profitability and (iii)
stronger credit metrics. At the same time Moody's opinion takes
into consideration the company's exposure to cyclical end markets,
and the competitive nature of the business in which it operates.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
Headquartered in Cary, North Carolina, Cornerstone Building Brands,
Inc., is the largest manufacturer of exterior building products for
residential and low-rise non-residential buildings in North
America. Its products include vinyl windows and vinyl siding as
well as engineered metal building systems, metal components, and
coil coatings.
COX BROTHERS: Wins Cash Collateral Access
-----------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan has
authorized Cox Brothers Machining, Inc. to use cash collateral to
pay employee wages and payroll taxes.
On March 3, 2022, a stipulation was filed among the Debtor, OSPrin
III, LLC as lender, the Small Business Administration, the
SubChapter V Trustee and the United States Trustee consenting to
the terms of the Interim Cash Collateral Order.
The parties agree Cox Brothers borrowed a total of $2,500,000 from
Fifth Third Bank, pursuant to a Draw Note 59/67, a Revolving Note
18/26, and a Draw Note 34/42. Note 67, Note 26, and Note 42 may be
referred to collectively as the "Cox Brothers Notes." The Cox
Brothers Notes were assigned to Lender pre-petition. The unpaid
principal balance owing pursuant to the Notes as of February 22,
2022, was $992,211.
The SBA also has a secured claim on the Debtor's furniture,
fixtures, machinery, equipment and all other personal property now
owned or hereafter acquired.
The Debtor requires funds to pay expenses in connection with
maintaining operations, including purchasing inventory, satisfying
taxes, payroll, and paying utilities. Failure to pay these and
similar critical expenses would cause the Debtor immediate and
irreparable harm by disrupting the Debtor's ability to maintain
operations, effectively shutting down Debtor.
As adequate protection, the Lender and SBA will receive replacement
liens in the Debtor's post-petition assets to the same extent and
with the same priority that they have by virtue of the pre-petition
perfected security interests as of the Petition Date.
The Debtor's permission to use cash collateral will terminate upon
the occurrence of any of the following: (a) the Debtor's failure to
abide by any of the terms and conditions contained in the Order,
any Debtor-in-Possession order, or any other Court order; (b) an
order being entered dismissing this case or converting it to a case
under Chapter 7 of the Bankruptcy Code, appointing Trustee to
perform any duties of the Debtor, or terminating the authority of
the Debtor to conduct business; or (c) the Debtor's cessation of
operations for any reason.
As adequate protection of the interests of the Lender and of SBA
under sections 361, 362, and 363(e) of the Bankruptcy Code, and to
secure the payment of the Indebtedness, the Lender and the SBA are
granted security interests and replacement liens upon all assets of
the Debtor. The security interests and liens granted will
constitute perfected liens and security interests in favor of the
Lender and the SBA on all personal property of the Debtor except
Chapter 5 Causes of Action.
As further adequate protection, the Lender and the SBA are granted
a perfected security interest and replacement liens in the Debtor's
post-petition assets to the same extent and with the same priority
as their respective pre-petition security interest(s).
All Indebtedness for adequate protection due to the Lender or the
SBA will have priority over any and all costs and expenses of
administration or other priority claims in the Chapter 11
proceeding.
As additional adequate protection of the Lender's and the SBA's
respective interests, the Debtor will pay the Lender $9,718 a month
representing principal and interest. The first payment will be due
March 1, 2022, with subsequent monthly payments beginning April
2022, due on the first business day of the month. The Debtor will
also provide adequate protection payments to the SBA of $2,225 per
month.
The terms of the Order and the replacement liens provided are
subject to a carve-out or subordination of fees, which may become
payable to the Subchapter V Trustee upon conclusion of the case. To
ensure the payment of these fees, the Debtor will include a
line-item expense in its cash projections for the Subchapter V
Trustee in the sum of $1,500 per month to be applied toward payment
of allowed fees and expenses of the Subchapter V Trustee.
The final telephonic hearing on the matter is scheduled for March
18 at 3 p.m.
A copy of the order is available at https://bit.ly/3sJdSmW from
PacerMonitor.com.
About Cox Brothers Machining, Inc.
Cox Brothers Machining, Inc. is a Michigan corporation founded May
3, 1996 in Jackson, Michigan.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-41255) on February
22, 2022. In the petition signed by Russell Cox, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Lisa S. Gretchko oversees the case.
Donald Darnell, Esq., at Darnell Law Office is the Debtor's
counsel.
CRYPTO CO: Receives $300K in Funding From AJB Capital
-----------------------------------------------------
The Crypto Company borrowed funds pursuant to the terms of a
Securities Purchase Agreement entered into with AJB Capital
Investments, LLC, and issued a Promissory Note in the principal
amount of $300,000 to AJB in a private transaction for a purchase
price of $275,000 (giving effect to an original issue discount).
After payment of the fees and costs, the net proceeds to the
Company were $257,000, which will be used for working capital and
other general corporate purposes.
The maturity date of the Feb. Note is Aug. 24, 2022. The Feb. Note
bears interest at 10% per year, and principal and accrued interest
is due on the maturity date. The Company may prepay the Feb. Note
at any time without penalty. The Company's failure to make
required payments under the AJB Note or to comply with various
covenants, among other matters, would constitute an event of
default. Upon an event of default under the Feb. SPA or the Feb.
Note, the Feb. Note will bear interest at 18%, AJB may immediately
accelerate the Feb. Note due date, AJB may convert the amount
outstanding under the Feb. Note into shares of Company common stock
at a discount to the market price of the stock, and AJB will be
entitled to its costs of collection, among other penalties and
remedies.
The Company provided various representations, warranties, and
covenants to AJB in the Feb SPA. The Company's breach of any
representation or warranty, or failure to comply with the covenants
would constitute an event of default. Also pursuant to the Feb.
SPA, the Company paid AJB a commitment fee of 60,000 unregistered
shares of the Company's common stock. If, after the sixth month
anniversary of closing and before the thirty-sixth month
anniversary of closing, AJB has been unable to sell the commitment
fee shares for $150,000, then the Company may be required to issue
additional shares or pay cash in the amount of the shortfall.
However, if the Company pays the Feb. Note off before its maturity
date, then the Company may redeem 24,000 of the commitment fee
shares for one dollar. Pursuant to the Feb. SPA, the Company also
issued to AJB a common stock purchase warrant to purchase 200,000
shares of the Company's common stock for $5.25 per share. The
warrant expires on Feb. 24, 2025. The warrant also includes
various covenants of the Company for the benefit of the warrant
holder and includes a beneficial ownership limitation on the holder
that, in certain circumstances, may serve to restrict the holder's
right to exercise the warrant. The Company also entered into a
Security Agreement with AJB pursuant to which the Company granted
to AJB a security interest in substantially all of the Company's
assets to secure the Company's obligations under the Feb. SPA, Feb.
Note and warrant.
The offer and sale of the Feb. Note and the warrant was made in a
private transaction exempt from the registration requirements of
the Securities Act of 1933, as amended, in reliance on exemptions
afforded by Section 4(a)(2) of the Securities Act and Rule 506(b)
of Regulation D promulgated thereunder.
February 2022 Miner Acquisitions
Effective Feb. 24, 2022, the Company entered into two separate
Purchase Agreement and Bill of Sales to purchase a total of 215
cryptocurrency miners and closed upon the acquisition. The first
Purchase Agreement was entered into with Bitmine Immersion
Technologies, Inc. whereby the Company agreed to purchase a total
of 95 miners for a total purchase price of $337,500 and the second
Purchase Agreement was entered into with Innovative Digital
investors, LLC whereby the Company agreed to purchase a total of
120 miners for a total purchase price of $696,000. In each case
the Company paid one half of the purchase price at closing
(effective Feb. 25, 2022) and the other half of the purchase price
is payable in accordance with a 10% unsecured promissory note
delivered to each of BIT and IDI. The promissory note delivered to
BIT is in the principal amount of $168,750, is payable in two
installment payments, and has a maturity date of May 15, 2022. The
promissory note delivered to IDI is in the principal amount of
$348,000, is payable in four installment payments, and has a
maturity date of Oct. 15, 2022.
About Crypto Company
Malibu, CA-based The Crypto Company -- www.thecryptocompany.com --
is in engaged in the business of providing consulting services and
education for distributed ledger technologies, for the building of
technological infrastructure, and enterprise blockchain technology
solutions.
Crypto Company reported a net loss of $2.82 million in 2020
following a net loss of $1.81 million in 2019. As of June 30,
2021, the Company had $1.87 million in total assets, $2.46 million
in total liabilities, and a total stockholders' deficit of
$586,486.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
March 30, 2021, citing that the Company has suffered recurring
losses from operations and has a significant accumulated deficit.
In addition, the Company continues to experience negative cash
flows from operations. These factors raise substantial doubt about
the Company's ability to continue as a going concern.
CTI BIOPHARMA: New SVP, Chief Commercial Officer Appointed
----------------------------------------------------------
CTI BioPharma Corp. appointed James K. Fong as the Company's senior
vice president and chief commercial officer.
Mr. Fong, 60, previously served as CTI's senior vice president,
U.S. Commercial Operations and E.U. general manager and vice
president, Commercial Operations and E.U. general manager since
September 2012. Mr. Fong is an experienced global commercial
operations leader. At CTI, he has led the launch and
commercialization efforts for VONJO. Previously at CTI, from
December 2007 to August 2012, he led the U.S. commercialization
efforts for ZEVALIN (acquired by Spectrum Pharmaceuticals) and
pre-launch activities for PIXUVRI (acquired by Servier), for which
he also led the commercialization and launch in the E.U. Prior to
CTI, Mr. Fong was National sales director at CV Therapeutics, where
he led a 250-person sales team in the successful launch of RANEXA
and also held the positions of Director of Marketing, Sales
Operations and Training. Prior to CV Therapeutics, he held roles
of increasing responsibility at Daiichi Sankyo and Pharmacia
Upjohn, primarily focused on sales leadership and market access
across the therapeutic areas of oncology, metabolic and
cardiovascular. He received his B.A. in Psychology from the
University of California, Los Angeles (UCLA).
On March 1, 2022, the Company entered into an offer letter with Mr.
Fong pursuant to which he will serve as the Company's senior vice
president and chief commercial officer. The Offer Letter provides
that Mr. Fong will receive an annualized base salary of $410,000
and is eligible to earn year-end performance bonuses with a target
bonus opportunity of 40% of his Base Salary. The Bonus may exceed
the target in cases of exceptional performance. Mr. Fong is
eligible to participate in employee benefit plans and programs
generally available to the Company's employees. In addition, he
was granted an option to purchase 210,000 shares of the Company's
common stock with a grant date fair value of $481,614 at an
exercise price equal to the fair value of the Company's common
stock on The Nasdaq Capital Market on Sept. 23, 2021. The shares
underlying the option vest and become exercisable as follows: one
quarter of the underlying shares each anniversary of Feb. 28, 2022,
subject to Mr. Fong's continued service to the Company. The equity
awards were made under the Company's Amended and Restated 2017
Equity Incentive Plan.
In connection with Mr. Fong's appointment as senior vice president
and chief commercial officer, the Company and Mr. Fong also entered
into an Amendment to the Severance Agreement by and between the
Company and Mr. Fong, dated as of Jan. 6, 2015. The Severance
Agreement provides, among other things, that if Mr. Fong's
employment with the Company is terminated for any reason, the
Company will pay Mr. Fong: (i) any accrued but unpaid Base Salary
and any reimbursement for expenses incurred in accordance with the
Company's expense reimbursement policies; and (ii) one and one-half
of Mr. Fong's Base Salary and an amount equal to four months of the
COBRA premium applicable to Mr. Fong.
Mr. Fong previously entered into an Employee Invention and
Proprietary Information Agreement. Mr. Fong will enter into the
Company’s standard form of indemnity agreement.
About CTI BioPharma
Headquartered in Seattle, Washington, CTI BioPharma Corp. is a
biopharmaceutical company focused on the acquisition, development
and commercialization of novel targeted therapies for blood-related
cancers that offer a unique benefit to patients and their
healthcare providers. The Company concentrates its efforts on
treatments that target blood-related cancers where there is an
unmet medical need. In particular, the Company is focused on
evaluating pacritinib, its sole product candidate currently in
active development, for the treatment of adult patients with
myelofibrosis. In addition, the Company has recently started
developing pacritinib for use in hospitalized patients with severe
COVID-19, in response to the COVID-19 pandemic.
CTI Biopharma reported a net loss of $52.45 million for the year
ended Dec. 31, 2020, compared to a net loss of $40.02 million for
the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company
had $101.23 million in total assets, $62.34 million in total
liabilities, and $38.89 million in total stockholders' equity.
Seattle, Washington-based Ernst & Young LLP, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated March 17, 2021, citing that the Company has suffered losses
from operations and has stated that substantial doubt exists about
the Company's ability to continue as a going concern.
DAKOTA TERRITORY: Taps Ellsworth & Associates as Special Counsel
----------------------------------------------------------------
Dakota Territory Tours A.C.C. received approval from the U.S.
Bankruptcy Court for the District of Arizona to employ Ellsworth &
Associates, Ltd. as special counsel.
The firm will represent the Debtor in matter relating to the case
captioned as Dakota Territory Tours ACC v. Sedona-Oak Creek Airport
Authority, Inc., et al. (Case No. V1300CV201780201), an action
pending in the State of Arizona Superior Court for the County of
Yavapai.
The hourly rates charged by the firm's attorneys and paralegals are
as follows:
Attorneys $350 per hour
Paralegals $150 per hour
The firm will also seek reimbursement for out-of-pocket expenses.
Keen Ellsworth, Esq., a partner at Ellsworth & Associates,
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:
Keen Ellsworth, Esq.
Ellsworth & Associates, Ltd.
777 N Rainbow Blvd Suite 380
Las Vegas, NV 89107
Tel: (702) 767-9987
About Dakota Territory Tours A.C.C.
Dakota Territory Tours A.C.C., a company that offers helicopter
tours in northern Ariz., filed a voluntary petition for Chapter 11
protection (Bankr. D. Ariz. Case No. 21-05729) on July 26, 2021,
listing $1,702,410 in assets and $955,763 in liabilities. Eric
Brunner, president of Dakota Territory Tours, signed the petition.
Judge Eddward P. Ballinger Jr. oversees the Debtor's Chapter 11
case while Michael W. Carmel is the Subchapter V trustee appointed
in the case.
The Debtor tapped Stinson, LLP as bankruptcy counsel; Ellsworth &
Associates, Ltd. and Ahwatukee Legal Office, P.C. as special
counsels; Sterling Accounting & Tax, LLC as tax preparer; and Alden
& Associates, LLC, doing business as Sedona Bookkeeping & Payroll,
as bookkeeper.
DGS REALTY: Wins Cash Collateral Access Thru June 30
----------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire has
authorized DGS Realty, LLC to use the cash collateral of PHH
Mortgage Services, as servicer for U.S. Bank National Trust
Association, as Trustee for Lehman Brothers Small Balance
Commercial Mortgage Pass Through Certificates, Series 2006-3.
The Debtor is permitted to use and expend the proceeds of cash
collateral to pay the costs and expenses incurred in the ordinary
course of its business during the period from March 5 through June
30, 2022, or the date on which the Court enters an order revoking
Debtor's right to use cash collateral in accordance with the
budget.
The Debtor will pay PHH Mortgage its monthly payment of $6,750,
plus real estate tax escrow in the amount of $2,802, each month
commencing February 1, 2022. These payments will be the normal
payments going forward. These payments will continue pending
further Court order.
Absent the Court's entry of a further order extending the
authorization, authority to use cash collateral will terminate upon
the earliest of:
a. the last day of the Use Period;
b. the earliest date on which a final hearing on cash
collateral requirements can be held under the notice and service
requirements of Bankruptcy Rules 4001(b) and (d) and 7004(h);
c. appointment of a Trustee pursuant to Bankruptcy Code
Section 1104;
d. conversion of the Debtor's case to one under Chapter 7 of
the Bankruptcy Code;
e. dismissal of the Debtor's case; or
f. entry of an order granting a Motion for Relief from
Automatic Stay with respect to any property that is PHH Mortgage's
collateral.
A hearing on the Debtor's further use of cash collateral will be
held on June 22 at 9 a.m.
A full-text copy of the order and the Debtor's budget for the
period from March to June 2022 is available at
https://bit.ly/35SfGRy from PacerMonitor.com.
The Debtor projects $96,173 in total income and $9,802 in total
expenses for April 2022.
About DGS Realty
Based in Concord, New Hampshire, DGS Realty, LLC, is a real estate
limited liability company. Formed around May 10, 2017, the company
is owned by David H. Booth, Manager, Stephen W. Booth, and Gregory
A. Booth, each having a 1/3 interest.
DGS Realty filed a Chapter 11 petition (Bankr. D.N.H. Case No.
22-10028) on January 24, 2022. In the petition signed by David H.
Booth, the manager, the Debtor estimated assets and debts between
$1 million and $10 million.
Judge Bruce A. Harwood oversees the case.
Representing the Debtor as counsel is Eleanor Wm Dahar, Esq., at
Victor W. Dahar Professional Association.
DRALA MOUNTAIN: Wins Cash Collateral Access Thru March 28
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has
authorized Drala Mountain Center, formerly known as Shambhala
Mountain Center, to use cash collateral on an interim basis in
accordance with the budget, with a 20% variance, through March 28,
2022.
The Debtor requires the use of cash collateral to pay payroll and
other operating expenses, maintain its assets, or proceed with its
reorganization efforts.
Red Hills' security interest in the cash collateral is (i)
adequately protected by Red Hills' equity cushion in its
prepetition collateral, and (ii) the Adequate Protection.
As additional adequate protection for the Debtor's use of cash
collateral, Red Hills (i) will receive monthly cash interest
payments of $5,000 from the Debtor, payable on the first business
day of each calendar month, and (ii) is granted replacement liens
on post-petition accounts receivable and postpetition inventory.
The final hearing on the matter is scheduled for March 28 at 1
p.m.
A copy of the order is available at https://bit.ly/3vQVASG from
PacerMonitor.com.
About Drala Mountain Center
Drala Mountain, formerly Shambala Mountain Center, is a Tibetan
Buddhist retreat and meditation hub in Colorado.
Drala Mountain sought Chapter 11 bankruptcy protection (Bankr. D.
Colo. Case No. 22-10656) on Feb. 28, 2022, listing up to $10
million in both assets and liabilities. Michael Gayner, executive
director, signed the petition.
Judge Joseph G. Rosania, Jr. oversees the case.
The Debtor tapped Ropes & Gray LLP as bankruptcy counsel, Markus
Williams Young & Hunsicker LLC as local counsel, and Cordes &
Company as financial advisor.
E.L. SERVICES: Gets Cash Collateral Access Thru May 11
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
has authorized E.L. Services, Inc. to use cash collateral on an
interim basis in accordance with the budget attached to the
Declaration of Steve Baca Re Budget dated January 25, 2022.
The two-month budget starting March 2 provides for, among other
things, $12,154 in rent and $133,407 in payroll.
A further hearing on the matter is scheduled for May 11, 2022 at
10:30 a.m.
A copy of the order is available at https://bit.ly/3CcQ6mh from
PacerMonitor.com.
About E.L. Services, Inc.
E.L. Services, Inc., a landscape and maintenance company located in
Dublin, California, filed a Chapter 11 petition (Bankr. N.D. Cal.
Case No. 21-41087) on August 25, 2021. On the Petition Date, the
Debtor estimated $50,000 to $100,000 in assets and $1 million to
$10 million in liabilities. The petition was signed by Steven P.
Baca, general manager.
Judge William J. Lafferty oversees the case.
The Debtor tapped Kornfield, Nyberg, Bendes, Kuhner & Little P.C.
to serve as its counsel.
EAGLE PARENT: Moody's Assigns B2 CFR & Rates New 1st Lien Debt B2
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Moody’s Investors Service assigned ratings to Eagle Parent Corp.
(dba “Restaurant Technologies”), including a B2 Corporate
Family Rating, a B2-PD Probability of Default Rating, and a B2
rating to each of the company's proposed first-lien credit
facilities, consisting of a $100 million 5-year revolver and a $810
million 7-year term loan B. The ratings outlook is stable.
The proceeds of the proposed term loan and equity from ECP along
with other co-investors will be used to purchase the company and
pay transaction-related fees and expenses. Ratings currently
assigned to Restaurant Technologies, Inc. including the company’s
B2 CFR and stable outlook are not affected and will be withdrawn
upon repayment of the existing debt.
"The B2 CFR reflects Restaurant Technologies’ relatively moderate
revenue, high financial leverage in connection with the LBO, and
our expectation for limited free cash flow generation over the next
12-18 months amid the company's substantial upfront capital
expenditures related to new customer installations," said Moody's
Analyst Dawei Ma. "Nevertheless, we recognize the company as a
leading service provider in closed-loop oil management, the
stability of its contractual and recurring revenues, and the
safety, quality, and efficiency benefits that Restaurant
Technologies' products and services provide to its customers. We
also expect the company has the ability to offset potentially lower
used cooking oil (UCO) prices by increasing other services fees or
reducing its cost of services including lower oil delivery costs to
maintain an EBITDA margin in the low teens. We expect the company's
financial leverage to decline to below 7.0x debt-to-EBITDA by 2022,
supported by revenue and profitability growth through new customer
additions based on signed contracts, increasing existing customer
penetration, and a favorable UCO market."
The following ratings/assessments are affected by the action:
New Assignments:
Issuer: Eagle Parent Corp.
Corporate Family Rating, Assigned B2
Probability of Default Rating, Assigned B2-PD
Senior Secured 1st Lien Term Loan, Assigned B2 (LGD4)
Senior Secured 1st Lien Revolving Credit Facility, Assigned B2
(LGD4)
Outlook Actions:
Issuer: Eagle Parent Corp.
Outlook, Assigned Stable
RATINGS RATIONALE
Restaurant Technologies' B2 CFR reflects its relatively moderate
size with annual revenue under $700 million (net revenue of roughly
$270 million excluding oil passthrough), and its high financial
leverage of approximately 7.7x debt-to-EBITDA, pro forma for
ECP’s leveraged buyout and Moody’s estimate for fiscal 2021
results that includes continued growth in EBITDA in the fourth
quarter. Moreover, Moody’s expects the company’s free cash flow
generation will be limited over the next year owing to the
significant upfront capex required to fund new customer
installations. The rating is supported by Restaurant Technologies'
leading market position in the closed-loop oil management industry,
its deep entrenchment in customers' cooking oil supply chains, the
high recurring revenue nature driven by delivery and service fees
embedded in customer contracts, and its high customer retention
rates. The company has limited exposure to fresh oil commodity
price fluctuations because the cost of oil is passed-through to the
customer. Revenue from fresh oil delivery and associated service
fees, which comprise more than 70% of the company's revenue, are
through customer-specific long-term contracts and recurring. Less
than 30% of Restaurant Technologies' revenues are generated through
sale of used cooking oil (UCO) to a leading biofuel producer.
Moody’s expects a favorable UCO market over the next year amid
increasing regulatory programs aimed at decarbonization. However,
even if UCO prices were to decline, Moody’s anticipates
Restaurant Technologies has the ability to offset lower UCO prices
by increasing other services fees or reducing its cost of services
including lower oil delivery costs. The company benefits from its
established position in the market in conjunction with its healthy
geographic footprint servicing most major metropolitan areas.
Moody's expects the healthy backlog of new customer installations,
the continued ramp up of the company's AutoMist and Grease Lock
products, and favorable pricing trends in the UCO market will
support revenue growth in the high single-digit to low teens range
over the next 12-18 months. As a result, financial metrics are
expected to improve including leverage to decline to around 6.5x
debt-to-EBITDA in fiscal 2022. Moody’s also expects the
company’s free cash flow to improve in fiscal 2023 as capital
expenditures normalize.
Environmental factors reflect that the company's closed-loop
cooking oil management provides a safer, cleaner, and more
efficient way to manage cooking oil than non-closed loop processes.
The process promotes sustainability via the reduction of
traditional oil container waste and the recycling of used oil to
biodiesel and animal feed markets.
Social risk factors consider the company's foodservice and
hospitality customers are exposed to changes in consumer
discretionary spending power and shifts in consumer spending trends
such as food at-home and away from home. Moody's regards the
coronavirus outbreak as a social risk under Moody's ESG framework,
given the substantial implications for public health and safety.
Revenue and earnings were hurt by restaurant closures and volume
reductions during the pandemic, but the gradual recovery in
consumers eating away from home is contributing to a rebound in
customer demand and revenue.
Governance risk factors primarily relate to the company's
aggressive financial policies under private equity ownership,
including its high financial leverage.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectation that Restaurant
Technologies will continue to grow its topline and earnings via new
customer installations and services cross selling to existing
customers over the next 12-18 months, such that credit metrics will
improve including debt-to-EBITDA declining to a 6.5x range. The
stable outlook also reflects Moody's expectations that the company
will maintain at least adequate liquidity supported by access to
its proposed $100 million undrawn revolving credit facility due
2027, which provides financial flexibility to fund growth
investments.
The ratings could be upgraded if the company continues to grow its
size and scale and debt-to-EBITDA is sustained below 5.5x and
EBITA-to-interest expense is sustained above 2x. In addition,
Moody's would expect the company to maintain at least good
liquidity accompanied by comfortably positive free cash flow
generation.
The ratings could be downgraded if returns on new installations
deteriorate, customer volume weakens, or the company is unable to
mitigate the earnings drag from lower UCO prices. The ratings could
also be downgraded if liquidity deteriorates, debt-to-EBITDA
remains above 7.0x, EBITA-to-interest expense falls below 1.0x, or
the company completes a debt financed acquisition or shareholder
distribution that materially increases leverage.
As proposed, the new credit facilities are expected to provide
covenant flexibility that if utilized could negatively impact
creditors. Notable terms include the following:
(1) Incremental debt capacity up to the greater of $135 million and
an amount equal to 100% of consolidated EBITDA on a pro forma basis
plus unused capacity reallocated from the general debt basket, plus
unlimited amounts subject to pro forma first lien net leverage
ratio < or = 6.0x (if pari passu secured). (2) Amounts up to the
greater of $135 million and an amount equal to 100% of consolidated
EBITDA may be incurred with an earlier maturity date than the
initial term loans. (3) There are no express “blocker”
provisions which prohibit the transfer of specified assets to
unrestricted subsidiaries; such transfers are permitted subject to
carve-out capacity and other conditions. (4) Non-wholly-owned
subsidiaries are not required to provide guarantees; dividends or
transfers resulting in partial ownership of subsidiary guarantors
could jeopardize guarantees subject to protective provisions which
only permit guarantee releases if (A) no payment or bankruptcy
event of default shall have occurred and be continuing on such date
and (B) such Subsidiary Guarantor becomes an Excluded Subsidiary as
a result of a joint venture or other strategic transaction entered
into for a business purpose. (5) There are no express protective
provisions prohibiting an up-tiering transaction. (6) The credit
facilities allow restricted payments capacity to be reallocated to
other purposes including debt incurrence, investments, or
restricted debt payments through an Available RP Capacity Basket.
The proposed terms and the final terms of the credit agreement may
be materially different.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Headquartered in Mendota Heights, Minnesota, Restaurant
Technologies, Inc. operates as a closed-loop cooking oil
distributor for quick service and casual dining restaurants,
grocery stores, and hospitality customers. The company is in the
process of being acquired by private equity firm ECP and
co-investors including Enlightened Hospitality Investments and
Conti (Sponsor). The company is private and does not publicly
disclose its financials. Restaurant Technologies, Inc. generated
gross revenue of $615 million, for the twelve-month period ended
September 30, 2021.
FINANCIAL GRAVITY: Weaver and Tidwell Quits as Accountant
---------------------------------------------------------
In a letter dated Feb. 25, 2022, Financial Gravity Companies, Inc.
received formal notice from Weaver and Tidwell, L.L.P. that the
firm would be resigning as the Company's certifying accountant.
As per Weaver's email transmitting the letter of resignation, the
resignation was a business decision made by Weaver and not as a
result of any disagreements with management.
Weaver's audit reports for the year ended Sept. 30, 2020 or 2021,
did not contain an adverse opinion or a disclaimer of opinion, nor
was any such report qualified or modified as to uncertainty, audit
scope or accounting principles, except that the reports included an
Emphasis of Matter regarding the Company's ability to continue as a
going concern.
In addition, during the years ended Sept. 30, 2020 and 2021, and
through Feb. 25, 2022 (the date of resignation), there were (i) no
disagreements between the Company and Weaver on any matter of
accounting principles or practices, financial statement disclosure
or auditing scope or procedure which disagreement, if not resolved
to Weaver's satisfaction, would have caused Weaver to make
reference to the subject matter of the disagreement in connection
with its report for such years, and (ii) no "reportable events" as
defined in Item 304(a)(1)(v) of Regulation S-K for those years and
subsequent interim periods through Dec. 31, 2021.
About Financial Gravity
Headquartered in Austin Texas, Financial Gravity Companies, Inc. is
a parent company of stock brokerage, investment advisory, asset
management, tax planning for business and personal, and financial
advisor services companies.
Financial Gravity reported a net loss of $7.42 million for the year
ended Sept. 30, 2021, compared to a net loss of $791,675 for the
year ended Sept. 30, 2020. As of Dec. 31, 2021, the Company had
$4.35 million in total assets, $2.19 million in total liabilities,
and $2.16 million in total stockholders' equity.
Fort Worth, Texas-based Weaver and Tidwell, LLP, the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated Dec. 29, 2021, citing that the Company incurred a net
loss and a net use of operating cash in the current year and
currently has a retained deficit that raises substantial doubt
about its ability to continue as a going concern.
FORE MACHINE: Seeks Cash Collateral Access, $2.5MM DIP Loan
-----------------------------------------------------------
Fore Machine, LLC and its affiliates ask the U.S. Bankruptcy Court
for the Northern District of Texas, Fort Worth Division, for
authority to, among other things, use cash collateral and obtain
post-petition financing.
The Debtors seek permission to enter into a senior secured loan
facility in an aggregate principal amount of up to $2,500,000 with
Southfield Mezzanine Capital, L.P., a Delaware limited partnership,
and Newspring Mezzanine Capital III, L.P., a Delaware limited
partnership. Newspring serves as administrative agent under the
DIP facility.
The Debtors assert the DIP Facility is sufficient and necessary to
implement the transactions contemplated by and the reorganization
plans, which transactions will position Aero Components, LLC, as
the Reorganizing Debtor, for long-term success, save jobs, and
provide vendors and trade creditors with a viable go-forward
business partner.
The Debtors will, on an interim basis, borrow under the DIP Loan
Agreement an aggregate principal amount of $500,000 in accordance
with the Approved Budget.
As adequate protection for the respective interests of the
Prepetition Agent and the Prepetition Lenders, the Prepetition
Agent will be granted, for the benefit of Prepetition Lenders, a
continuing replacement security interest in, and lien, effective as
of the Petition Date without the necessity of the Prepetition Agent
or either Prepetition Lender taking any further action upon all
property acquired by any Debtor after the Petition Date and all
proceeds, profits, rents, and products thereof. The Replacement
Lien will be senior to any security interests, liens or allowed
superpriority claims subsequently granted to any other person or
entity other than the DIP Agent or either DIP Lender.
The Replacement Lien will be deemed automatically valid and
perfected without any further notice or act by any party that may
otherwise be required under any other law.
As additional adequate protection, in the event that the
Replacement Lien is insufficient to protect the interests of the
Prepetition Agent and the Prepetition Lenders any such
insufficiency will have priority.
A copy of the motion and the Debtors' consolidated DIP budget is
available at https://bit.ly/3Koex36 from PacerMonitor.com.
The budget provides for $3,327,000 in total receipts and $2,184,000
in total operating cash flow for the 13-weeks post-filing and
$7,527 in total receipts and $1,702,000 in total operating
disbursements through August 27, 2022, the date of the Debtors'
assumed emergence from the bankruptcy case.
Robert Lapowsky, Esq. -- robert.lapowsky@stevenslee.com -- at
Stevens & Lee, serves as counsel to lenders NewSpring Mezzanine
Capital III, L.P. and Southfield Mezzanine Capital, L.P.
About Fore Machine, LLC
Fore Machine, LLC manufactures aircraft engines and engine parts.
Fore Machine and its affiliates Aero Components, LLC, Fore Aero
Holdings, LLC, and Fore Capital Holding, LLC, sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead
Case No. 22-40487-11) on March 7, 2022. The cases are jointly
administered. In the petitions signed by Jens Verloop, chief
financial officer, Fore Machine disclosed up to $50 million in both
assets and liabilities.
Katherine A. Preston, Esq., at Winston & Strawn LLP, is the
Debtor's counsel.
Stevens & Lee, led by Robert Lapowsky, Esq., represents the lenders
NewSpring Mezzanine Capital III, L.P. and Southfield Mezzanine
Capital, L.P.
FORUM ENERGY: Incurs $82.7 Million Net Loss in 2021
---------------------------------------------------
Forum Energy Technologies, Inc. filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing
a net loss of $82.65 million on $541.07 million of revenues for the
year ended Dec. 31, 2021, compared to a net loss of $96.89 million
on $512.48 million of revenues for the year ended Dec. 31, 2020.
As of Dec. 31, 2021, the Company had $791.34 million in total
assets, $462.21 million in total liabilities, and $329.13 million
in total equity.
As of Dec. 31, 2021, the Company had cash and cash equivalents of
$46.9 million and $127.4 million of availability under its Credit
Facility. The Company anticipates that its future working capital
requirements for its operations will fluctuate directionally with
revenues. Furthermore, availability under the Company's Credit
Facility will fluctuate directionally based on the level of its
eligible accounts receivable and inventory subject to applicable
sublimits. In addition, the Company expects total 2022 capital
expenditures to be less than $10.0 million, consisting of, among
other items, replacing end of life machinery and equipment.
Forum Energy stated, "We expect our available cash on-hand, cash
generated by operations, and estimated availability under our
Credit Facility to be adequate to fund current operations during
the next 12 months. In addition, based on existing market
conditions and our expected liquidity needs, among other factors,
we may use a portion of our cash flows from operations, proceeds
from divestitures, securities offerings or other eligible capital
to reduce the principal amount of our 2025 Notes outstanding."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1401257/000140125722000022/fet-20211231.htm
About Forum Energy
Forum Energy Technologies -- www.f-e-t.com -- is a global oilfield
products company, serving the drilling, downhole, subsea,
completions and production sectors of the oil and natural gas
industry. The Company's products include highly engineered
capital equipment as well as products that are consumed in the
drilling, well construction, production and transportation of oil
and natural gas. Forum is headquartered in Houston, TX with
manufacturing and distribution facilities strategically located
around the globe.
Forum Energy reported a net loss of $567.06 million for the year
ended Dec. 31, 2019, a net loss of $374.08 million for the year
ended Dec. 31, 2018, a net loss of $59.40 million for the year
ended Dec. 31, 2017, and a net loss of $81.95 million for the year
ended Dec. 31, 2016. As of Sept. 30, 2021, the Company had $799.97
million in total assets, $453.95 million in total liabilities, and
$346.02 million in total equity.
* * *
As reported by the TCR on July 15, 2021, Moody's Investors Service
upgraded Forum Energy Technologies, Inc.'s Corporate Family Rating
to Caa1 from Caa2. "The upgrade of Forum's ratings reflects
reduced risk of default and our expectation that Forum will grow
revenue and EBITDA through 2022 driving reduced leverage and better
interest coverage," commented Jonathan Teitel, a Moody's analyst.
As reported by the TCR on Aug. 25, 2021, S&P Global Ratings revised
its outlook on Forum Energy Technologies Inc. to stable from
negative and affirmed its 'CCC+' issuer credit rating. The stable
outlook reflects S&P's view that despite expecting leverage to
remain at unsustainable levels over the next 12 months, including
funds from operations (FFO) to debt of about 5%, S&P expects Forum
will maintain adequate liquidity and generate a small amount of
FOCF.
GLOBAL TRAVEL: Gets OK to Hire Latham as Bankruptcy Counsel
-----------------------------------------------------------
Global Travel International, Inc. received approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Latham Luna Eden & Beaudine, LLP to serve as legal counsel in its
Chapter 11 case.
The firm's services include:
a. advising the Debtor regarding its rights and duties in its
bankruptcy case;
b. preparing legal papers, including a plan of reorganization;
and
c. taking all other necessary actions incident to the proper
preservation and administration of the Debtor's estate.
The hourly rates charged by the firm for its services are as
follows:
Attorneys $475 per hour
Paraprofessionals $105 per hour
The firm will also seek reimbursement for out-of-pocket expenses
incurred.
Prior to the commencement of the bankruptcy case, the Debtor paid
the firm an advance fee of $50,000.
Justin Luna, Esq., a partner at Latham, 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:
Justin M. Luna, Esq.
Latham Luna Eden & Beaudine, LLP
201 S. Orange Ave., Suite 1400
Orlando, FL 32801
Telephone: (407) 481-5800
Facsimile: (407) 481-5801
Email: jluna@lathamluna.com
Bknotice1@lathamluna.com
About Global Travel International
Global Travel International, Inc. is primarily engaged in
furnishing travel information and acting as agents in arranging
tours, transportation, rental of cars, and lodging for travelers.
It is based in Maitland, Fla.
Global Travel International sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-00438) on Feb. 7,
2022, listing as much as $10 million in both assets and
liabilities. Randall J. Warren, chief executive officer, signed the
petition.
Judge Grace E. Robson oversees the case.
Latham Luna Eden & Beaudine, LLP, led by Justin M. Luna, Esq., is
the Debtor's legal counsel.
HAMPTON ROADS: Fitch Affirms 'B+' Rating on Class III Bonds
-----------------------------------------------------------
Fitch Ratings has affirmed the following classes of Hampton Roads
PPV, LLC (VA) military housing taxable revenue bonds (Hampton Roads
Unaccompanied Project), 2007 series A:
-- Approximately $195 million class I bonds at 'A-';
-- Approximately $54 million class II bonds at 'BB';
-- Approximately $8.5 million class III bonds at 'B+'.
The Rating Outlook has been revised to Stable from Negative on all
series of bonds.
SECURITY
The bonds are special limited obligations of the issuer and are
primarily secured by a first lien on all receipts from the
operation of the unaccompanied housing project known as Hampton
Roads, located at Norfolk Naval Complex. The absence of a
cash-funded reserve fund limits protections afforded bondholders.
KEY RATING DRIVERS
Revenue Defensibility - 'a' - Fluctuating Occupancy Balanced by
Basic Allowance for Housing (BAH) Rate Increases: The Revenue
Defensibility assessment is based on a decline in average occupancy
rates to 91.7% in FY 2021 from 94.1% in FY 2020. The occupancy
fluctuated throughout the year with a decrease to 88.3% in January
2021 following a major deployment, followed by an increase to 94.7%
in June and then decline to 88.0% in December. The periods of lower
occupancy are related to deployments.
As of January 2022, the project had a wait list of 230 applicants,
a decline from 319 applicants a year prior. The project continues
to experience high turnover levels as a result of deployments,
putting ongoing potential negative pressure on project operations.
The turnover rate for 2021 was 70.4%, similar to the recent rates
of 74.7% in 2020 and 73.1% in 2019.
The revenue defensibility assessment also reflects BAH rates for
the project trending positive over the past two years. The one-year
BAH increase of 5.1% in 2022 (for E-1 through E-4 tenants) follows
an 11.5% increase in 2021. This reverses a two-year decline in BAH
rates in 2019 and in 2020 and mitigates some of the ongoing credit
concerns surrounding the project's BAH rate volatility. However,
should BAH rates trend negative, this could affect the stability of
operating revenues, particularly given the high turnover rates at
the project. The BAH rates assessed and reported are primarily for
E-1 to E-4 as this is the majority of Hampton Roads' tenant mix.
Operating Risk - 'bbb' - Trend of Elevated Operating Expenses‐
The Operating Risk assessment reflects a five-year average annual
increase of 5% to project operating expenses. Fiscal 2021 expenses
were 9% higher overall than the prior fiscal year, primarily
related to an increase in maintenance and repair expenses.
Management noted that significant maintenance issues were addressed
in 2019, and though fiscal 2020 demonstrated an improvement in the
operating expense profile with a decline of 8%, the increase in
2021 reflected cost increases related to supplies due to the
coronavirus. Management provided a five-year capital plan for the
project which will be funded from the capital repair and
replacement fund to address ongoing capital improvements.
Financial Profile -- Improving Debt Service Coverage: As informed
by stressed DSC and break‐even scenarios, Fitch considered the
assets' ability to achieve benchmark DSC levels accounting for
inherent volatility. In FY 2021, DSC improved to 1.82x, 1.41x, and
1.35x for Class I, II, and III bonds, respectively, compared with
1.75x, 1.35x, and 1.29x in the prior fiscal year. Fitch's stresses,
informed by the revenue defensibility and operating risk
assessments, resulted in a three‐year forward‐looking stressed
DSC of 1.51x; 1.17x; and 1.12x for the Class I, II and III bonds,
sufficient for the current ratings. The project also meets Fitch's
break-even thresholds as outlined in criteria.
Asymmetric Risk -- Additive Factor Considerations: The debt service
reserve fund (DSRF) is funded with an Ambac (not rated by Fitch)
surety bond. The absence of a cash-funded DSRF detracts from
bondholder security for all classes of bonds; however, the class
III bonds are the most vulnerable. The project is neutral to any
other asymmetric risks that would constrain the rating, including
Base Realignment and Closure (BRAC) risk. While not expected in the
near term, BRAC risk cannot be eliminated over the long term.
Significant personnel reduction, declining base essentiality or
complete closure could have a severely negative impact on the
project's operations and financial performance, thereby reducing
DSC.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- A trend of declining operating expenses and vacancy rates,
which reflect stabilization of those factors, could put
positive pressure on the ratings;
-- A continued positive trend in BAH rates and/or a higher
allocation of BAH, combined with other factors trending
positive, could lead to increased project DSC and put positive
pressure on the ratings.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Though BAH rates experienced a second year of increases in
2021, this follows two years of declines, and future decreases
in BAH could put negative pressure on the rating. The project
could sustain a decrease in BAH of approximately 28%, 19%, and
17% (using 2022 BAH and FY 2021 operating expenses and average
vacancy rates) before Class I, Class II and Class III bonds,
respectively, would reach 1.0x coverage. Over the last 10
years, the steepest one-year decline in BAH for E-1 to E-4 was
6% in 2014. The BAH breakeven is in line with Fitch criteria
thresholds.
-- Continued fluctuations in vacancy levels that result in
declining annual average occupancy rates could put negative
pressure on the rating, particularly if BAH rates decline
and/or expenses continue to increase. Based on 2022 BAH rates,
a 33%; 24%; 22% increase to vacancy rates (all other factors
remaining the same) would cause the Class I, Class II and
Class III bonds respectively to reach 1.0x coverage. The
vacancy breakeven is in line with Fitch criteria thresholds.
-- Increased operating expenses may lead to lower project DSC.
The project can sustain actual operating increases of 72%;
47%; 43% before the bonds would reach a 1.0x coverage (using
2022 BAH and 2021 average vacancy rates). The cumulative
increase in operating expenses over the 2017-2019 period was
approximately 25%. The operating expenses breakeven is in line
with Fitch criteria thresholds.
-- While not expected in the near term, base realignment and
closure (BRAC) risk cannot be eliminated over the long term.
Significant personnel reduction, declining base essentiality
or complete closure could have a severe negative impact on the
project's operations and financial performance, thereby
reducing DSC and ultimately negatively weighing on the
project's bond ratings.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Sovereigns, Public Finance
and Infrastructure 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 three 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.
CREDIT PROFILE
Hampton Roads/Norfolk Naval Complex, located in southeastern
Virginia, is the largest naval base in the world, covering
approximately 4,631 acres. The Hampton Roads housing project
located on Norfolk Naval Complex base provides apartment residences
for single U.S. Navy enlisted personnel.
The affirmation of the ratings assigned to the 2007 Series A bonds,
and the revision of the Outlook to Stable, reflects recent BAH rate
increases and strengthening of the debt service coverage (DSC) for
each class of bonds, which provides the project with sufficient
cushion to withstand future revenue and/or expense stresses at the
current ratings levels.
The BAH rate increased by 5.1% in 2022 (for E-1 through E-4
tenants) following an 11.5% increase in 2021. This reverses a
two-year decline in BAH rates in 2019 and in 2020. In FY 2021, the
debt service coverage improved to 1.82x, 1.41x, and 1.35x compared
with 1.75x, 1.35x, and 1.29x in the prior fiscal year for the class
I, II and III bonds respectively. The project remains sensitive to
continued operating expense increases and declines in occupancy,
which could over time stress DSC if not supported by continued
growth in revenue.
The operating profile for Hampton Roads continues to experience
volatility. The project experienced a three-year trend (from
2017-2019) of significant increases to operating expenses primarily
related to elevated ongoing maintenance and repair expenses. Though
operating expenses declined 8% in 2020, they increased an overall
9% in 2021 with a significant increase to the maintenance and
repair expenses. In addition to pressure from operating expenses,
the project continues to have very high turnover rates (70.4% in FY
2021) and fluctuating occupancy. The average occupancy rate
declined in 2021 to 91.7% from 94.1% in the prior year.
Fitch will monitor the project to determine whether operating
expenses stabilize, and BAH rates continue to trend positive,
despite fluctuating occupancy and high turnover. A forward-looking
stressed DSC reflecting continued elevated operating expenses and
fluctuating BAH/vacancy rates results in a stressed DSC of
1.74x-1.51x for the Class I bonds; 1.35x-1.17x for the Class II
bonds; and 1.29x-1.12x for the Class III bonds, sufficient for the
respective ratings.
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.
HANFORD RENAISSANCE: Case Summary & Four Unsecured Creditors
------------------------------------------------------------
Debtor: Hanford Renaissance LLC
213 Park Avenue
Laguna Beach, CA 92651
Business Description: Hanford Renaissance is engaged in activities
related to real estate.
Chapter 11 Petition Date: March 8, 2022
Court: United States Bankruptcy Court
Central District of California
Case No.: 22-10387
Debtor's Counsel: Alan M. Lurya, Esq.
LAW OFFICES OF ALAN M. LURYA
15615 Alton Parkway Suite 450
Irvine, CA 92618
Tel: 949-440-3230
E-mail: alanlurya@yahoo.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by David D. Epstein as manager.
A copy of the Debtor's list of four unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/SCBETQY/Hanford_Renaissance_LLC__cacbke-22-10387__0003.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/KSMG7IA/Hanford_Renaissance_LLC__cacbke-22-10387__0001.0.pdf?mcid=tGE4TAMA
HELMERICH & PAYNE: Egan-Jones Keeps BB- Senior Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company on February 10, 2022, maintained its
'BB-' foreign currency and local currency senior unsecured ratings
on debt issued by Helmerich & Payne, Inc.
Headquartered in Tulsa, Oklahoma, Helmerich & Payne, Inc. provides
contract drilling of oil and gas wells in the Gulf of Mexico and
South America.
HOME DECOR: Files Emergency Bid to Use Cash Collateral
------------------------------------------------------
Home Decor Liquidators, LLC ask the U.S. Bankruptcy Court for the
Northern District of Georgia, Atlanta Division, for authority to
use cash collateral in accordance with the proposed budget and
provide adequate protection.
The Debtor requires the use of cash collateral to continue
operating its business, maintain the value of the property, and
effectively reorganize.
The Debtor believes Crossroads Financing, LLC and Newtek Small
Business Finance are creditors who may assert a claim that is
purportedly secured by assets of the Debtor. Documentation
available to the Debtor indicates that the secured interest of
Crossroads in assets of the Debtor is subordinated to the interest
of Newtek. In addition to Newtek and Crossroads, several other
parties assert liens in certain property of the Debtor. For
example, certain merchant advance companies may also assert claims
in the assets of the Debtor, including IRM Ventures Capital,
Spartan Business Solutions LLC, Spin Capital LLC, TYH Funding LLC
and Unique Funding Solutions LLC.
The Debtor continues to investigate the claims asserted by the
Secured Creditors.
As adequate protection for a valid and perfected security interest
that the Secured Creditors may have in cash collateral, to the
extent necessary, the Debtor proposes to provide adequate
protection for the use of cash collateral in the form of: a) a
replacement lien in the postpetition Property of the Debtor and the
proceeds thereof to the same extent of any pre-petition liens that
are valid, properly perfected, and enforceable and in the same
relative priority and continuation of valid and properly perfected
liens and security interests held by such party in its pre-petition
collateral; and b) allowing the Debtor to use cash collateral only
in accordance with the budgets to be approved by the Court and
provision of monthly operating reports required by the United
States Trustee and filed with the Court.
A copy of the motion is available at https://bit.ly/3IW9XsH from
PacerMonitor.com.
About Home Decor Liquidators, LLC
Home Decor Liquidators, LLC r is a business in the furniture store
industry that is directed, managed, controlled and coordinated by
management located in Georgia.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-51278 on February 15,
2022. In the petition signed by Christopher I. Prescott, president,
manager, and member, the Debtor disclosed up to $10 million in both
assets and liabilities.
Henry F. Sewell, Jr., Esq., at Law Offices of Henry F. Sewell, LLC,
is the Debtor's counsel.
ILAN DORON: Kevin Neiman Updates on Farudi Claimants
----------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the Law Offices of Kevin S. Neiman, PC submitted a first amended
verified statement to disclose an updated list of Creditors in the
Chapter 11 cases of Ilan Doron that it is representing.
The Creditors all are owed money from debtor Ilan Doron. All but
one of the Creditors is owed this money as a result of Doron's
guaranty of, inter alia, payment by NCM Wireless, Inc. in relation
to loans between each of the Creditors and NCM Wireless, Inc. Bob
Yrigoyen, and Roberta Yrigoyen and Glen Yrigoyen, are owed money
from Doron because Doron is a loan borrower in addition to borrower
NCM Wireless, Inc.
Further, the Creditors are also co-parties to that certain
Settlement and Release Agreement and co-parties to and/or
beneficiaries to a related Stock Transfer Agreement.
As of March 4, 2022, the Creditors and their disclosable economic
interests are:
Cyrus Farudi
4457 S. Hampton Circle
Boulder, CO 80301
* At least $1,664,498.10; see proof of claim no. 45 for more
information
Bob Yrigoyen
474 S. Hidden Island Lane
Coeur D Alene, ID 83814
* At least $1,519,269.31; see proof of claim no. 26 for more
information
Roberta French-Yrigoyen
Glen Yrigoyen
517 Faye Lane
Redondo Beach, CA 90277
* At least $553,575.91; see proof of claim no. 37 for more
information
Marty Goon
140 Rustling Leaf Place
Kearneysville, WV 25430
* At least $1,105,383.65; see proof of claim no. 28 for more
information
Edo Cohen
1664 Hi Point Street
Los Angeles, CA 90035
* At least $167,103.99; see proof of claim no. 40 for more
information
Sohrob Farudi
42375 Calle Lagartija
Temecula, CA 92592
* At least $652,414.45; see proof of claim no. 46 for more
information
Jared Hassan
1877 Orchard Avenue
Boulder, CO 80304
* At least $348,369.97; see proof of claim no. 44 for more
information
Darren Wechsler
4542 Linnean Avenue NW
Washington DC 20008
* At least $218,815.20; see proof of claim no. 39 for more
information
Nice Cards LLC
3935 Washington, Rd #1035
Canonsburg, PA 15317
* At least $180,548.51; see proof of claim no. 29 for more
Information
Ryan Koster
400 W. Hopkins Avenue
Unit 5
Aspen, CO 81611
* At least $172,880.63; see proof of claim no. 27 for more
information
Between January 12, 2022, and January 18, 2022, the Creditors
retained the Firm to represent them in connection with this case.
Each party comprising the Creditors, in his, her, or its capacity
as such, is aware of, has requested and consented to the Firm's
representation of the Creditors.
No party comprising the Creditors represents or purports to
represent any other entities in connection with this chapter 11
case except as set forth in the next sentence.
Mr. Cyrus Farudi has been appointed attorney-in-fact by the other
Creditors "to take any action and to execute any instrument that
[he] deems reasonably necessary or advisable to accomplish the
purposes of this agreement and otherwise represent the interests"
of the Creditors in this matter.
The Firm does not hold any claims against, or interests in, Doron.
The Firm can be reached at:
LAW OFFICES OF KEVIN S. NEIMAN, PC
Kevin S. Neiman, Esq.
999 18th Street, Suite 1230
S Denver, CO 80202
Tel: (303) 996-8637
Fax: (877) 611-6839
E-mail: kevin@ksnpc.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3sRDCxy
The Chapter 11 case is In re Ilan Doron (Bankr. S.D. Fla. Case No.
21-21964).
IMPRIVATA INC: Fitch Lowers LongTerm IDR to 'B', Outlook Stable
---------------------------------------------------------------
Fitch Ratings has downgraded Imprivata, Inc.'s Long-Term Issuer
Default Rating (IDR) to 'B' from 'B+'. Fitch has also downgraded
the upsized $100 million (previously $40 million) secured revolving
credit facility (RCF) and upsized $1.122 billion (previously $739
million) first-lien secured term loan to 'BB-'/'RR2' from
'BB'/'RR2'. The Rating Outlook is Stable.
The proceeds of the incremental first-lien along with a new $300
million second-lien term loan will be used for the acquisition of
CHP SL Intermediate, LLC (dba SecureLink). The second-lien term
loan is not being rated. Imprivata announced on Feb. 20, 2022 that
it plans to acquire SecureLink.
The acquisition of SecureLink adds to Imprivata's existing
privileged access management with complementary capabilities in
vendor-privileged access management. The acquisition strengthens
Imprivata's market position within identity governance for
healthcare providers. In addition to potential cost synergies from
the merger, the company also expects significant cross-sell
opportunities given the limited overlap in customer base.
KEY RATING DRIVERS
Sizeable and Growing Market Opportunity: Digitization of care
delivery, proliferation of health care systems and devices,
pivoting to telehealth, increased cybersecurity threats, HIPAA
requirements and increased regulation of licensed prescribers are
all driving the demand for identity governance, MFA and endpoint
security. Additionally, awareness of cyber security is
accelerating, given the breach of over 40 million patient records
in 2020 alone. Imprivata has strong market share amongst U.S.
hospitals that deploy a digital identity solution, with significant
greenfield opportunities as only a third of U.S. based hospital
systems have adopted an SSO solution thus far.
Diversified Customer Base with High Retention Rates: With the
acquisition of SecureLink, Imprivata serves over 4,000 customers
with no material customer concentration. Additionally, the company
maintains high-90s gross retention rate and has a strong track
record of expanding its share of wallet over time as demonstrated
by its net retention rate of over 100%. While subscriptions renew
annually, they are secured under longer-term multi-year agreements
providing strong revenue visibility.
Strong Use Case Supports Long-Term Growth: Imprivata's solutions
are purpose-built for the health care industry, in compliance with
regulatory requirements, and integrated with hospitals legacy
on-prem solutions and with the largest electronic health record
(EHR) providers and diagnostic systems. The addition of SecureLink
adds capabilities for vendor-privileged access management further
expand use cases. In addition to providing access management for
healthcare industry, Imprivata's solutions can also be implemented
in non-healthcare settings providing another dimension of growth
opportunities.
Attractive Margin and FCF Profile: Despite Imprivata's limited
scale, its margin profile is in line with best in class software
peers. Imprivata's EBITDA margin profile also compares favorably to
its horizontal peers like Okta and Sailpoint. Minimal capex and
working capital requirements result in FCF margins in the teens,
despite the interest burden.
Niche Player with Limited Scale: While Imprivata occupies a leading
market position within the health care vertical, its ratings are
limited by its scale and lack of end-market diversification
relative to other software technology peers. Imprivata's
purpose-built software product has gained some traction in
non-health care settings, but it competes with horizontal peers
like Okta and SailPoint, which have much larger scale, sizeable
installed base and more established cloud offerings.
Elevated Financial Leverage: Pro forma for the SecureLink
acquisition, Fitch estimates gross leverage to be over 8x in fiscal
2022, approaching 7x by 2023. Given the scale and the private
equity ownership of the company, Fitch believes the company is
likely to optimize ROE through acquisitions to accelerate growth or
dividends to the owners with financial leverage remaining at
elevated levels.
DERIVATION SUMMARY
Imprivata's industry expertise, revenue scale, profitability and
leverage profile are consistent with the 'B' rating category. The
company has a smaller revenue scale as a result of its narrow
end-market focus relative to its larger and more diversified
horizontal peers like Okta and Sailpoint. Imprivata also competes
with Identity Automation, which is vertically focused on the health
care segment, albeit significantly smaller in scale and with a
narrower service offering than Imprivata.
Imprivata has market leading EBITDA and FCF margins, well in excess
of its larger peers, demonstrating its superior value proposition.
Imprivata's operating profile benefits from its deep integration
with other health care IT providers, its comprehensive product
offering, as well as the growing cyber security threats faced by
the health care industry.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
-- Revenue growth in the teens partially driven by acquisitions;
-- EBITDA margins expected to sustain above 40%;
-- Normalized FCF in the mid-teens;
-- Aggregate incremental $200 million acquisition through 2024;
-- No dividend payment to shareholders through 2024.
KEY RECOVERY RATING ASSUMPTIONS
-- The recovery analysis assumes that Imprivata would be
reorganized as a going-concern in bankruptcy rather than
liquidated.
-- Fitch has assumed a 10% administrative claim.
Going-Concern (GC) Approach
In the event of a bankruptcy reorganization, Fitch expects
Imprivata would suffer customer churn pressuring the revenue and
compressed EBITDA margins on lower revenue scale. This would result
in going concern EBITDA (GC EBITDA) of $142 million, approximately
20% below the projected level for 2022 pro forma for SecureLink and
planned cost optimization. This is higher than the previous
assumption as the company benefits from successful integration of
FWT Technologies that was acquired in 2020 and continued expansion
of its product and technology portfolio. In addition, in the event
of bankruptcy, Fitch believes the execution of identified cost
optimization would be accelerated. Fitch believes these factors are
structural in nature allowing for higher GC EBITDA that is higher
than previous expectations.
Fitch uses an EV multiple of 7x vs. 6.5x previously used to align
with other software companies that exhibit highly recurring
revenue, strong profitability, high FCF conversion, and high
revenue retention rates. The choice of this multiple considered the
following factors:
-- The historical bankruptcy case study exit multiples for
technology peer companies ranged from 2.6x-10.8x;
-- Of these companies, only three were in the software sector:
Allen Systems Group, Inc; Avaya, Inc.; and Aspect Software
Parent, Inc., which received recovery multiples of 8.4x, 8.1x,
and 5.5x, respectively;
-- The highly recurring nature of Imprivata's revenue and mission
critical nature of the product support the high-end of the
range.
-- Fitch arrived at an EV of $994 million. After applying the 10%
administrative claim, adjusted EV of $895 million is available
for claims by creditors;
-- Fitch assumes a fully drawn revolver in its recovery analysis
since credit revolvers are tapped as companies are under
distress. Fitch assumes a full draw on Imprivata's $100
million revolver;
-- Fitch estimates strong recovery prospects for the first lien
senior secured credit facilities and rates them 'BB-'/'RR2',
or two notches above Imprivata's 'B' IDR.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Fitch's expectation of gross leverage (total debt with equity
credit/operating EBITDA) sustaining below 5.5x;
-- (Cash flow from operations [CFO] - capex)/total debt with
equity credit ratio sustaining above 8%;
-- End-market or product diversification.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Fitch's expectation of gross leverage sustaining above 7.5x;
-- (CFO - capex)/total debt with equity credit ratio sustaining
below 3%;
-- FFO interest coverage ratio sustained below 2x or Operating
EBITDA/Interest Paid below 2.5x.
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
Adequate Liquidity: Fitch projects that Imprivata's liquidity will
be adequate, supported by its FCF generation, an undrawn $100
million RCF at the time of SecureLink acquisition, and readily
available cash and cash equivalents. Fitch expects Imprivata's cash
flow to be supported by normalized EBTIDA margins in the low- to
mid-40% range. The SecureLink acquisition financing will also add
over $100 million cash to Imprivata's balance sheet.
Debt Structure: Pro forma for the SecureLink acquisition, Imprivata
has $1,122 million of secured first-lien debt due 2027 and $300
million second-lien debt due 2028. Given the recurring revenue
nature of the business and adequate liquidity, Fitch believes
Imprivata will be able to make its required debt payments.
ISSUER PROFILE
Imprivata is a provider of digital identity solutions to the
healthcare industry, enabling providers to securely access multiple
healthcare applications through a secure single sign on
application. Imprivata provides access management, mobile
provisioning, authentication, identity governance, and patient
identification solutions.
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.
IMPRIVATA INC: Moody's Rates New $383MM Incremental Term Loan 'B1'
------------------------------------------------------------------
Moody’s Investors Service has assigned a B1 instrument rating to
Imprivata, Inc.’s ("Imprivata" or "the company") proposed $383
million incremental first lien senior secured term loan, and
upgraded the ratings on the company’s existing first lien senior
secured credit facilities to B1 from B2. Proceeds from the
incremental term loan, along with a new $300 million second lien
term loan (unrated) will go towards funding the acquisition of
SecureLink and the combined company’s acquisition by Thoma Bravo
Fund XV. The upward rating action on the first lien debt reflects
its more senior position in the capital structure relative to the
new second lien debt.
As part of the transaction, SecureLink’s existing owner, Cove
Hill Partners will become a minority owner of the combined company,
while Imprivata’s private equity sponsor Thoma Bravo will retain
majority ownership, with the remaining proceeds of the debt
financing enhancing the company’s cash balance. Moody’s also
affirmed Imprivata’s B2 corporate family rating and the B2-PD
probability of default rating. The outlook is stable.
Affirmations:
Issuer: Imprivata, Inc.
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Upgrades:
Issuer: Imprivata, Inc.
Senior Secured 1st Lien Revolving Credit Facility, Upgraded to B1
(LGD3) from B2 (LGD4)
Senior Secured 1st Lien Term Loan, Upgraded to B1 (LGD3) from B2
(LGD4)
Assignments:
Issuer: Imprivata, Inc.
Senior Secured 1st Lien Term Loan, Assigned B1 (LGD3)
Outlook Actions:
Issuer: Imprivata, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
The SecureLink acquisition stands to increase Imprivata’s already
high financial leverage to around 9x, pro forma for the debt
issuance. The company’s aggressive financial policies under
private equity ownership is a key governance risk. Nevertheless,
the affirmation of the B2 CFR reflects Moody’s view that the
strategic rationale for acquiring SecureLink’s product portfolio
is sound and will significantly enhance Imprivata’s offerings and
market position in providing security and digital identity
solutions to the healthcare and adjacent industries. The rating
also reflects Imprivata’s relatively small scale and limited
end-market diversification.
The B2 CFR is supported by the company’s leading position in
identity and access management software within the healthcare
industry, as well as the company’s solid free cash generation
profile (about 4% FCF to total debt pro forma for the transaction).
The company had excellent gross retention rates (at least 95%) over
the last several years, while also increasing revenue through new
business wins and by selling more services to existing customers.
In addition, the rating is supported by the strong secular trends
of Imprivata’s core business, with expected high revenue growth
from a growing addressable market in security and digital access
management, aided by the ongoing consolidation in the healthcare
industry. Moody’s anticipates that through a combination of
revenue and profit growth, and healthy free cash flow generation,
Imprivata will reduce its financial leverage to below 7.0x by the
end of 2023.
ESG CONSIDERATIONS
Imprivata’s governance is a risk to the credit rating. Private
equity-owned software companies typically have much more tolerance
for higher financial leverage for acquisitions and shareholder
returns than comparable publicly traded software peers. Moody’s
anticipates that Imprivata will continue to be acquisitive to
bolster its market presence.
Overall, environmental risks are considered low for Imprivata as a
software company. The credit risks stemming from social issues are
linked to data security, diversity in the workplace and access to
highly skilled workers.
The stable outlook reflects Moody’s expectation that Imprivata
will achieve high-single digit percent revenue growth over the next
12-18 months, as the impact of the coronavirus pandemic on the
healthcare industry wanes. The stable outlook accommodates a
moderate level of acquisitions including debt financed
acquisitions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody’s would consider an upgrade if the company significantly
increases its scale, while maintaining conservative financial
policies, such that leverage is sustained below 5.0x and free cash
flow to debt is sustained above 10%. Moody’s would consider a
downgrade if market share is materially weakened as a result of
increased competition, leading to revenue declines or financial
leverage to be sustained over 7.0x. A deterioration of liquidity
could also lead to a downgrade.
The rating is supported by Imprivata’s very good liquidity, as
evidenced by the company’s expected high cash balances and solid
free cash flow generation ability. Even after accounting for the
increase interest expense related to a higher debt burden,
Moody’s expect Imprivata to generate about $60 million of free
cash flow over the next 12 months. In addition, the company will
have an undrawn, upsized $100 million revolving credit facility and
over $100 million of cash on the balance sheet to provide
additional sources of liquidity.
Imprivata is an identity and access management software platform
focused on providing solutions to the healthcare industry.
Imprivata is majority owned by private equity firm Thoma Bravo.
Revenue for the last twelve months ended September 30, 2021 was
about $330 million.
The principal methodology used in these ratings was Software
Industry published in August 2018.
INNOVATIVE DESIGNS: Isdaner & Company Approved as Accountant
------------------------------------------------------------
Innovative Designs, Inc. was informed on Feb. 28, 2022, that RW
Group, LLC was transitioning its practice into Isdaner & Company,
LLC and was therefore resigning.
On March 2, 2022, the Company's Board of Directors unanimously
approved the engagement of Isdaner to serve as its independent
registered public accounting firm to audit the Company's financial
statements for the fiscal year ending Oct. 31, 2022. The
appointment is effective March 2, 2022.
RW Group's audit report on the Company's financial statements as of
and for the fiscal years ended Oct. 31, 2021, did not contain an
adverse opinion or a disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles
other than an explanatory paragraph regarding the Company's ability
to continue as a going concern.
The Company stated that during the fiscal year ended Oct. 31, 2021,
and the subsequent interim periods through March 2, 2022,, 2022,
there were (i) no disagreements ( as described in Item
304(a)(1)(iv) of Regulation S-K and related instructions) between
the Company and RW Group on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to RW Group's satisfaction, would
have caused RW Group to make reference thereto in their report on
the financial statements for such year, and (ii) no "reportable
events" within the meaning of Item 304(a)(1)(v) of Regulation S-K
occurred.
About Innovative Designs
Headquartered in Pittsburgh, Pennsylvania, Innovative Designs, Inc.
operates in two separate business segments: cold weather clothing
and a house wrap for the building construction industry. Both of
its segment lines use products made from INSULTEX, which is a
low-density foamed polyethylene with buoyancy, scent block, and
thermal resistant properties. The Company has a license agreement
directly with the owner of the INSULTEX Technology.
Innovative Designs reported a net loss of $322,732 for the year
ended Oct. 31, 2021, compared to a net loss of $280,743 for the
year ended Oct. 31, 2020. As of Oct. 31, 2021, the Company had
$1.68 million in total assets, $750,116 in total liabilities, and
$932,361 in total stockholders' equity.
Kennett Square, PA-based RW Group, LLC, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
Feb. 14, 2022, citing that the Company had net losses and negative
cash flows from operations for the year ended Oct. 31, 2021 and an
accumulated deficit at Oct. 31, 2021. These factors raise
substantial doubt about the Company's ability to continue as a
going concern for one year from the issuance date of these
financial statements.
IOTA COMMUNICATIONS: To Restate Previous Financial Statements
-------------------------------------------------------------
Management of Iota Communications, Inc. has re-evaluated the
Company's accounting treatment and reporting of certain indirect
tax liabilities, the Company disclosed in a Form 8-K filed with the
Securities and Exchange Commission.
Pursuant to such re-evaluation, on Feb. 1, 2022, the Company's
management and board of directors concluded that the Company's
previously issued (i) audited annual financial statements included
in the Company's Annual Report on Form 10-K for the annual period
ended May 31, 2019 filed with the SEC on Form 10-K on Sept. 13,
2019 and (ii) unaudited interim financial statements included in
the Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended Aug. 31, 2019, Nov. 30, 2019 and Feb. 29, 2020, filed
with the SEC on Oct. 15, 2019, Jan. 22, 2020 (amended on Jan. 22,
2020 and Nov. 6, 2020), and April 30, 2021, respectively, cannot be
relied upon and should be restated to update the reporting of Tax
Liabilities. As such, the Company intends to restate its interim
financial statements for the Affected Periods and to restate the
audited financial statements contained in the Original 10-K.
Additionally, on Feb. 26, 2022, the Company received notice from
its former independent registered public accounting firm, Friedman
LLP, that the accounting firm has decided to withdraw its
previously issued audit opinions with respect to the audited
financial statements of the Company for fiscal years ending May 31,
2018 and 2019, and that the same should not be relied upon.
About Iota
Newark, New Jersey-based Iota Communications, Inc., formerly known
as Solbright Group, Inc. -- https://www.iotacommunications.com --
is a wireless network carrier and an energy-as-a-service (EaaS)
company dedicated to IoT. The Company intends to expand the
application of Software-as-a-Service model into the energy
management sector.
Iota reported a net loss of $56.78 million for the year ended May
31, 2019, compared to a net loss of $16.48 million for the year
ended May 31, 2018. As of Feb. 29, 2020, the Company had $31.89
million in total assets, $111.09 million in total liabilities, and
a total deficit of $79.20 million.
J & R UNITED: Seeks to Hire Karen B. Parker P.A. as Special Counsel
-------------------------------------------------------------------
J & R United Industries, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Karen B. Parker, P.A. as special counsel.
The Debtor needs the firm's legal services in relation to the
appeal it filed before the Third District Court of Appeal of
Florida (Case No. 3D21-1781).
On Sept. 1 last year, the Debtor appealed the final judgment issued
by a state court handling the case styled as Stephen E. Miron v.
South American Textile Manufacturing Group, Inc. et al., Case No.
2011-027895 CA 01 (32) (Fla. 11th Cir.) The final judgment finds
that the Debtor was the alter ego or successor to SATM, and that
the Debtor was jointly and severally liable for SATM's debt under a
prior final judgment in favor of the plaintiff.
The firm will be paid at the rate of $500 per hour and reimbursed
for out-of-pocket expenses.
Karen Parker, Esq., 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:
Karen B. Parker, Esq.
Karen B. Parker, P.A.
9100 S. Dadeland Blvd.
Miami, FL 33156
Tel: (305) 400-9149
Fax: (305) 343-8339
Email: kparker@kbparkerlaw.com
About J & R United Industries
J & R United Industries, Inc. filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla.
Case No. 21-21670) on Dec. 13, 2021, listing as much as $10 million
in both assets and liabilities. Salomon P. Grosfeld, president,
signed the petition.
Judge Laurel M. Isicoff oversees the case.
Luis Salazar, Esq., at Salazar Law, LLP and Karen B. Parker, P.A.
serve as the Debtor's bankruptcy counsel and special counsel,
respectively.
JAZZ ACQUISITION: Moody's Hikes CFR to B3 & First Lien Debt to B2
-----------------------------------------------------------------
Moody's Investors Service upgraded its ratings for Jazz
Acquisition, Inc. (doing business as "Wencor"), including the
corporate family rating to B3 from Caa1 and the probability of
default rating to B3-PD from Caa1-PD. Concurrently, Moody's
upgraded the senior secured first lien credit facilities to B2 from
B3 and the senior secured second lien term loan to Caa2 from Caa3.
The ratings outlook is stable.
The upgrades reflect Moody's expectations of a sustained, albeit
gradual, recovery in demand in commercial aerospace aftermarkets
over the next 18 to 24 months. Moody’s expects the market
recovery to continue to support sales and earnings growth and a
gradual improvement in Wencor’s credit metrics. The upgrade also
reflects Moody’s expectations of good liquidity and positive free
cash generation.
The following is a summary of the rating actions:
Upgrades:
Issuer: Jazz Acquisition, Inc.
Corporate Family Rating, Upgraded to B3 from Caa1
Probability of Default Rating, Upgraded to B3-PD from Caa1-PD
Senior Secured Multi-Currency Revolving Credit Facility, Upgraded
to B2 (LGD3) from B3 (LGD3)
Senior Secured 1st Lien Term Loan, Upgraded to B2 (LGD3) from B3
(LGD3)
Senior Secured Delayed Draw Term Loan, Upgraded to B2 (LGD3) from
B3 (LGD3)
Senior Secured 2nd Lien Term Loan, Upgraded to Caa2 (LGD6) from
Caa3 (LGD5)
Outlook Actions:
Issuer: Jazz Acquisition, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
The B3 corporate family rating reflects Wencor's modest size, high
exposure to cyclical commercial aerospace markets, and elevated
tolerance for financial risk. Wencor’s financial leverage remains
high with debt-to-EBITDA of almost 9x as of September 2021. That
said, Moody's expects Wencor to sustainably delever to around 7.0x
over the next 12-18 months as the on-going recovery in commercial
aerospace traffic volumes drives earnings growth.
Despite the high financial leverage, Moody's views Wencor as having
good liquidity, underpinned by full access to its $75 million
revolving credit facility and a long-dated capital structure.
Further, Moody’s expects positive free cash flow over the next
12-18 months. Moody's believes the company brings value to airline
customers by providing meaningful cost savings opportunities. The
company's non-OEM aircraft parts are typically lower cost and its
repair and distribution businesses are price competitive. As a
result, Moody’s views the company’s business model as
defensible despite competing against larger companies.
The stable outlook reflects Moody's expectation for a continued
recovery in earnings that will lead to a gradual improvement in
credit metrics.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade include sustained earnings
growth, improved cash flow and meaningful deleveraging, with
debt-to-EBITDA expected to be sustained below 6x.
Factors that could lead to a downgrade include expectations of
weakening liquidity or an inability to sustainably grow earnings
such that debt-to-EBITDA does not meaningfully improve from current
levels. A worsening of Xtra litigation exposure could also lead to
a downgrade.
Jazz Acquisition, Inc. ("Wencor") designs, repairs and distributes
highly-engineered aftermarket components primarily for commercial
airline and maintenance, repair and overhaul (MRO) customers.
Headquartered in Peachtree City, Georgia and majority-owned by
private equity firm Warburg Pincus.
The principal methodology used in these ratings was Aerospace and
Defense published in October 2021.
JETBLUE AIRWAYS: Egan-Jones Keeps B Senior Unsecured Ratings
------------------------------------------------------------
Egan-Jones Ratings Company on February 7, 2022, maintained its 'B-'
foreign currency and local currency senior unsecured ratings on
debt issued by JetBlue Airways Corporation. EJR also maintained its
'B' rating on commercial paper issued by the Company.
Headquartered in Long Island City, New York, JetBlue Airways
Corporation provides non-stop passenger flight service through its
Airbus A320 aircraft.
JOHNSON & JOHNSON: Prison Experiments Resurfaces in Talc Suits
--------------------------------------------------------------
Jef Feeley, writing for Bloomberg News, reports that more than 50
years ago, nearly a dozen men incarcerated outside of Philadelphia
enrolled in an experiment funded by Johnson & Johnson, according to
unsealed documents. Now, those studies have come back to haunt the
world's largest maker of health-care products.
In one study, inmates were paid to be injected with potentially
cancer-causing asbestos so the company could compare its effect on
their skin versus that of talc, a key component in its iconic baby
powder.
University of Pennsylvania dermatologist Albert Kligman conducted
hundreds of human experiments over two decades at Holmesburg Prison
in Pennsylvania. The testing regime, funded by entities such as
Dow Chemical and the U.S. government, involved mostly Black inmates
and first came to light decades ago in books and newspaper
articles. But J&J's involvement in the talc studies focusing on
asbestos hasn't been made public in the media before now.
The unsealed prison-testing files came to light in two trials last
year over legal claims that J&J's talc-based powder causes cancer,
and legal experts say that information could be powerful evidence
in future cases, justifying punishment awards.
While they didn't dispute the company hired Kligman in the 1960s to
do baby powder tests, J&J officials said they regretted the firm's
involvement with the dermatologist. Still, they noted the tests
didn't violate research standards at the time.
"We deeply regret the conditions under which these studies were
conducted, and in no way do they reflect the values or practices we
employ today," Kim Montagnino, a company spokeswoman, said in an
emailed statement. "As the world's largest healthcare company, our
transparent, diligent approach to bioethics is at the heart of all
we promise our customers and society."
Talc Lawsuits on Hold
Since 2013, J&J has defended itself from accusations that its
talc-based baby powder, for years a bathroom staple for women and
babies, contained cancer-causing asbestos. It has lost some cases,
including one where it paid $2.5 billion in damages and interest,
won others and had some suits thrown out.
The company withdrew its talc-based baby powder from the U.S. and
Canadian markets in 2020, citing slipping sales. Over the last
five years, J&J shares returned about 36% on a total return basis,
lagging the S&P 500 index by about 55 percentage points. In 2021,
J&J posted returns of less than half the S&P.
Lawyers for talc plaintiffs pushed to get J&J's testing files made
public for years. It wasn’t until a judge allowed jurors to hear
testimony about the documents in a 2021 California case that they
surfaced. That jury ordered J&J to pay a woman more than $26
million last year, some in the form of punitive damages, over the
company's handling of its baby powder line.
Asbestos, a mineral often found where talc is mined, was identified
as a carcinogen by U.S. researchers in the 1950s. J&J has
steadfastly maintained there has never been asbestos in its talc,
and it hasn't accepted responsibility for any injuries blamed on
the product.
Talc litigation is currently on hold while a J&J unit is in
bankruptcy. Last year, the company executed a controversial tactic
known as a "Texas Two Step" in hopes of corralling the talc
litigation's costs. The company set up a separate cosmetics unit
under a business-friendly Texas law and put it into bankruptcy.
Last month, the judge cleared J&J to proceed with efforts to use
the Chapter 11 case to settle more than 40,000 cancer cases.
In the unit's bankruptcy filing, J&J lawyers noted the company
already had paid more than $3.5 billion to cover settlements and
verdicts in the eight-year talc litigation. Over a recent
five-year period, the company also paid another $1 billion to cover
defense costs tied to talc suits.
The Kligman Connection
Even if J&J is successful in resolving most of the talc cases
through the bankruptcy case, some victims are likely to opt out of
the deal and seek their day in court, said Carl Tobias, a
University of Richmond law professor who follows the litigation. He
said the testing files could wind up being part of punitive-damages
presentations in coming trials.
"This is some pretty horrific stuff and the plaintiffs will
definitely want to use it to show J&J's handling of its baby powder
line over the years hasn't been the greatest," Tobias said. "J&J
marketed itself as family-friendly company. This kind of testing
doesn't seem family friendly to me."
While jurors heard about the results of Kligman's asbestos study,
they weren't told the test was done on prison inmates or their race
for fear of unduly prejudicing the panels against J&J. That could
change in future lawsuits, Tobias noted.
Joseph Satterley, a California-based plaintiffs' lawyer,
represented Christina Prudencio, the California teacher who won
$26.4 million from J&J last year after claiming her life-long use
of the talc-based powder led her to develop an asbestos-linked
cancer. He argues Kligman's talc experiments at Holmesburg show
J&J was worried about asbestos in its talc decades ago.
"Why else would they pay Kligman to inject asbestos into
prisoners?" Satterley asked. "They didn't just pick asbestos out
of thin air."
Asbestos Testing
Kligman, who first came to Holmesburg to treat an athlete's foot
outbreak in 1951, quickly recognized the research opportunities.
Prisoners were paid between $10 and $300 to participate in his
studies, said Allen Hornblum, an ex-prison social worker who wrote
the first book about the testing. Regular jail jobs paid 25 cents
a day, he noted.
For the asbestos test, Kligman recruited 10 prisoners in 1971 to
get injections of tremolite and chrysotile asbestos, along with a
talc shot in their lower backs, according to the unsealed files.
David Egilman a Brown University medical professor, testified as an
expert for plaintiffs in several talc cases about Kligman's
December 1971 report to J&J. The chrysotile form of asbestos "had
the biggest effect" on inmates' skin, causing "granulomas, which
are cells clumped together causing a raised area," Egilman said.
Such bumps can be an indicator of lung disease or other ailments
linked to asbestos exposure, researchers say.
The unsealed files also show Kligman and his colleagues did other
Holmesburg studies to evaluate whether the type of containers used
to store baby powder had any effect on skin.
In a 1968 report, Kligman noted "50 healthy adult males were
selected from the population of Philadelphia County Prison at
Holmesburg." The men, 44 of whom were Black, had talc from
different canisters, applied to their skin and covered with
dressings. Neither sample from the different containers caused a
reaction, Kligman wrote.
Leodus Jones, one of the prisoners who signed on to some of
Kligman's studies, said in a newspaper interview in the late 1990s
the tests left white scars on his back. His daughter’s first
glimpse of the human toll left her shaken.
"I was four or five when I first saw my father's back and it scared
me so badly, I ran to my mother and told her that daddy had turned
into a monster," Adrianne Jones-Alston said in an interview.
Jones, who died in 2018 at the age of 74, couldn't remember if he
was a J&J test subject, his daughter said. She's pushing Penn to
pay reparations to the families of Holmesburg prisoners who
participated in the research. Kligman's testing ended in 1974 after
a public outcry about the studies.
Last year, Penn's medical school apologized for backing Kligman's
testing and renamed his dermatology professorship for a Black
colleague. "Penn Medicine apologizes for the pain Dr. Kligman's
work caused to incarcerated individuals, their families, and our
broader community," J. Larry Jameson, the medical school’s dean,
said in August 2021.
Kligman, who died in 2010, never acknowledged any wrongdoing. "My
use of paid prisoners as research subjects in the 1950s and 1960s
was in keeping with this nation's standard protocol for conducting
scientific investigations at the time," he told the Baltimore Sun
in 1998.
About Johnson & Johnson
Johnson & Johnson is an American multinational corporation founded
in 1886 that develops medical devices, pharmaceuticals, and
consumer packaged goods. It is the world's largest and most broadly
based healthcare company.
Johnson & Johnson is headquartered in New Brunswick, New Jersey,
the consumer division being located in Skillman, New Jersey. The
corporation includes some 250 subsidiary companies with operations
in 60 countries and products sold in over 175 countries.
The corporation had worldwide sales of $82.6 billion in 2020.
About LTL Management
LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J),
which was formed to manage and defend thousands of talc-related
claims and oversee the operations of Royalty A&M. Royalty A&M owns
a portfolio of royalty revenue streams, including royalty revenue
streams based on third-party sales of LACTAID, MYLANTA/MYLICON and
ROGAINE products.
LTL Management originally filed a petition for Chapter 11
bankruptcy protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct.
14, 2021. The case was transferred to New Jersey (Bankr. D. N.J.
Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is
the case judge. At the time of the filing, the Debtor was
estimated
to have $1 billion to $10 billion in both assets and liabilities.
The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as
bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon
LLP as special counsel; McCarter & English, LLP as litigation
consultant; Bates White, LLC as financial consultant; and
AlixPartners, LLP as restructuring advisor. Epiq Corporate
Restructuring, LLC, is the claims agent.
An official committee of talc claimants was formed in the Debtor's
Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee
for Regions 3 and 9 reconstituted the talc claimants' committee and
appointed two separate committees: (i) the official committee of
talc claimants I, which represents ovarian cancer claimants, and
(ii) the official committee of talc claimants II, which represents
mesothelioma claimants.
The official committee of talc claimants I tapped Genova Burns LLC,
Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its
legal counsel. Meanwhile, the official committee of talc claimants
II is represented by the law firms of Cooley LLP, Bailey Glasser
LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and
Sherman Silverstein Kohl Rose & Podolsky P.A.
KAMAN CORP: S&P Alters Outlook to Stable, Affirms 'BB' ICR
----------------------------------------------------------
S&P Global Ratings revised its outlook on Kaman Corp. to stable
from negative and affirmed its 'BB' issuer credit rating.
The stable outlook reflects S&P's expectation that debt to EBITDA
will be 2x-2.4x range over the next 12 months.
S&P said, "The ratings affirmation and outlook revision reflect our
expectation that credit ratios will remain at pre-pandemic levels.
Credit ratios deteriorated amid the pandemic in 2020 due to lower
revenues and higher costs, and we anticipated they could stay at
weaker levels due to decreases in certain key revenue areas.
However, Kaman performed well in 2021, and we expect operating
performance to continue to support improved credit ratios in the
future, with debt to EBITDA in the low-2x area."
Kaman is replacing revenue lost due to lower Joint Programmable
Fuze (JPF) volume. While concerns about decreased JPF sales
combined with a weak commercial aerospace market were warranted,
Kaman has seen growth in its engineered products segment through
industrial and medical markets. Demand for Bal Seal continues to be
a positive credit factor for the business and its growth helps to
close the gap left by JPF decreases. With the commercial aerospace
market slowly progressing from the pandemic bottom and other
segments performing well, Kaman has tangible programs in place to
generate stable revenue growth moving forward.
Improving revenues and a focus on cost reductions are leading to
EBITDA margin expansion. After a decline in 2020 due to lower
commercial aerospace revenue and various one-time costs, margins
are improving up to and above pre-pandemic levels. The improvement
is driven by both increased volumes in various segments and cost
reductions throughout the business. New CEO Ian Walsh has made
improving efficiency a priority, and the results are evident in
operating margins.
Kaman is likely to opportunistically pursue acquisitions. With
excess cash on hand and a variety of potential growth areas
identified, the company has expressed interest in acquisitions.
Kaman has shown the ability to successfully integrate new business,
with Bal Seal continuing to grow, but is likely going to hold back
when prices are high in the mergers and acquisition (M&A) market.
S&P expects the company to continue to find small, tuck-in
acquisitions throughout the year, though a larger deal is possible
if Kaman views the price as attractive.
The stable outlook on Kaman reflects S&P's expectation that the
company's credit metrics will remain appropriate for the current
rating level, despite a weak commercial aerospace market and lower
JPF revenues. S&P expects debt to EBITDA of 2x-2.4x in 2022.
S&P could lower the rating on Kaman over the next 12 months if the
company's debt to EBITDA increases above 3x and S&P expects it to
remain there. This could be due to:
-- JPF sales deteriorating more rapidly than expected;
-- The commercial aerospace market taking an exceedingly long time
to recover;
-- Adjusted EBITDA margins reverting to lower levels; or
-- A larger-than-expected amount of acquisitions or share
repurchases.
Although unlikely, S&P could raise the rating on Kaman over the
next 12 months if debt to EBITDA improves below 2x and S&P expects
it to remain there.
This could be due to:
-- Faster-than-expected growth in commercial build rates;
-- Continued margin expansion; and
-- The company's commitment to maintain improved level of credit
ratios.
S&P could also raise the rating if acquisitions improve the
company's diversification and profitability, while it maintains
credit ratios at current expected levels.
KUAKINI HEALTH: S&P Affirms 'CCC' Rating on 2002A Revenue Bonds
---------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative and
affirmed its 'CCC' long-term rating on the Hawaii State Department
of Budget & Finance's series 2002A revenue bonds, issued for the
Kuakini Health System.
Pledged revenues of the obligated group, which includes Kuakini
Health System, Kuakini Medical Center, Kuakini Geriatric Care, and
Kuakini Support Services, secure the bonds. Kuakini Foundation,
which is outside the obligated group but fully controlled by the
parent, guarantees obligations of the obligated group, including
the series 2002A bonds. S&P considers the obligated group core to
the group credit profile as it encompasses nearly all operating
revenue, though just 43% of underlying unrestricted reserves as of
June 30, 2021, given most investments are held at the foundation.
"The outlook revision reflects moderate stabilization within
Kuakini's financial profile since our last review, at which time we
had observed an acceleration of the hospital's financial
deterioration," said S&P Global Ratings credit analyst Patrick
Zagar. Through the first six months of fiscal 2022 ended Dec. 31,
2021, operating losses have narrowed considerably and the rate of
cash decline has slowed, with reserves remaining above levels
assessed at last review. "Though we believe the hospital remains in
a precarious financial position and its long-term viability is
uncertain, we expect Kuakini to continue making timely debt service
payments on the series 2002A bonds over the one-year outlook
period, with payments due Jan. 1 and July 1 of each year," added
Mr. Zagar. "We also anticipate the hospital will remain in
compliance with series 2002A financial covenants."
LTL MANAGEMENT: Court Appoints 2 Mediators
------------------------------------------
Steven Church of Bloomberg News reports that a federal judge
appointed two mediators for settlement talks between cancer victims
and Johnson & Johnson over how much money the health-care company
should contribute to a trust fund for people who say they were
harmed by baby powder.
U.S. Bankruptcy Judge Michael Kaplan will hold a hearing in the
coming weeks to decide the details of how the mediation will take
place.
The company created a unit, LTL Management, to be responsible for
resolving more than 38,000 talc lawsuits and then put that unit
into bankruptcy.
About Johnson & Johnson
Johnson & Johnson is an American multinational corporation founded
in 1886 that develops medical devices, pharmaceuticals, and
consumer packaged goods. It is the world's largest and most broadly
based healthcare company.
Johnson & Johnson is headquartered in New Brunswick, New Jersey,
the consumer division being located in Skillman, New Jersey. The
corporation includes some 250 subsidiary companies with operations
in 60 countries and products sold in over 175 countries.
The corporation had worldwide sales of $82.6 billion in 2020.
About LTL Management
LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J),
which was formed to manage and defend thousands of talc-related
claims and oversee the operations of Royalty A&M. Royalty A&M owns
a portfolio of royalty revenue streams, including royalty revenue
streams based on third-party sales of LACTAID, MYLANTA/MYLICON and
ROGAINE products.
LTL Management filed a petition for Chapter 11 protection (Bankr.
W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was
transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov.
16, 2021. The Hon. Michael B. Kaplan is the case judge. At the
time of the filing, the Debtor was estimated to have $1 billion to
$10 billion in both assets and liabilities.
The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as
bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon
LLP as special counsel; McCarter & English, LLP as litigation
consultant; Bates White, LLC as financial consultant; and
AlixPartners, LLP as restructuring advisor. Epiq Corporate
Restructuring, LLC, is the claims agent.
An official committee of talc claimants was formed in the Debtor's
Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee
for Regions 3 and 9 reconstituted the talc claimants' committee and
appointed two separate committees: (i) the official committee of
talc claimants I, which represents ovarian cancer claimants, and
(ii) the official committee of talc claimants II, which represents
mesothelioma claimants.
The official committee of talc claimants I tapped Genova Burns LLC,
Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its
legal counsel. Meanwhile, the official committee of talc claimants
II is represented by the law firms of Cooley LLP, Bailey Glasser
LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and
Sherman Silverstein Kohl Rose & Podolsky P.A.
M/I HOMES: S&P Alters Outlook to Positive, Affirms 'BB-' ICR
------------------------------------------------------------
S&P Global Ratings revised its outlook to positive from stable on
M/I, and it affirmed the 'BB-' issuer credit rating. S&P also
affirmed the 'BB-' issue-level rating on the company's senior
notes.
S&P said, "Our positive outlook reflects our expectation the
company will maintain debt to EBITDA below 2x amid relatively firm
housing demand, while using internally generated funds to support
about $400 million in incremental spending on growth-oriented
initiatives.
"M/I's improving credit profile is being driven by wide EBITDA
gains. We now forecast a 28% climb in 2022 EBITDA (after a 50% jump
in 2021), resulting in debt to EBITDA remaining below 2x for the
second consecutive year. These estimated profit gains are again
being paced by revenue growth of 14% and EBITDA margins rising by
an additional 190 basis points (bps), to 17.5%.
"We think these higher profits should support increases in spending
on land and development (more than $400 million projected this
year), with total debt remaining around $1.0 billion into 2023."
Inventory management is a key competitive advantage at the builder,
and M/I has become increasingly important as the cycle matures. In
recent years (2019-2021), M/I has turned over its inventory (of
land and homes) at about 1.3 times a year. Compared to higher-rated
'BB' peers such as KB Home [KBH] and Taylor Morrison Home Corp.
[TMHC]), (whose inventory turns are less than 1.1x) M/I's faster
activity levels is one of two key factors driving its superior
long-term returns (on capital). The other is margins, where M/I's
ongoing EBITDA margin (of almost 16%) also exceeds these same
higher rated peers by 200-300 bps.
When the cycle slows or declines, which S&P does not currently
expect, these rapid asset turns, and the acceleration of cash flows
that result, should limit inventory-based risk. More specifically,
risk related to high cost, long-lived assets (land that may become
illiquid) and unsold homes, which may become subject to order
cancellation or discounting.
Given improved leverage, size and scale remain key hurdles to the
next higher rating. Based on ongoing debt to EBITDA--at close to
1.5x--M/I has already closed the gap with KBH and Mattamy Group
Corp., and now has leverage that's a full turn lower than TMHC. But
in terms of size and scale, M/I had more than a third fewer
closings than either TMHC or KBH, even though in 2020 it surpassed
Mattamy, the smallest of builders rated 'BB'.
The positive outlook on M/I Homes reflects S&P's view that during
the next 12 months, adjusted debt/EBITDA continues to improve
modestly to the mid-1x area, and that free cash flows (FOCF) swing
positive in 2022, even as the company is expected to internally
source more than $400 million in growth-oriented spending.
S&P could raise M/I Homes' rating by one notch if the company:
-- Maintains adjusted debt to EBITDA at close to 1.5x; and
-- Keeps inventory turnover levels close to the 1.3x it posted
from 2019-2021, demonstrating the company's solid operating
efficiency relative to key peers.
S&P expects the company to maintain stronger credit ratios than
typically associated with the rating while the housing industry
remains relatively healthy and stable.
Therefore:
-- In a healthy market, S&P might revise its outlook on M/I Homes
back to stable if adjusted debt to rises back above 2x.
-- In a weaker-than-expected housing market, S&P would expect the
current cushion in credit ratios to deteriorate and it would look
to a 3x adjusted debt-to-EBITDA threshold for an outlook revision
to stable.
Environmental, Social, And Governance
-- E-3, S-2, G-2
S&P said, "Environmental factors are a modestly negative
consideration in our credit rating analysis of M/I Homes. The
company is subject to a variety of local, state, and federal
statutes, ordinances, rules, and regulations concerning health and
environmental protection. We view M/I Homes' ESG exposure as
broadly in line with that of industry peers."
MAUNESHA RIVER: Wins Cash Collateral Access Thru May 22
-------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Wisconsin has
approved the stipulation filed by Maunesha River Dairy, LLC, BMO
Harris Bank, Farmers Merchants Union Bank, and Dennis Ballweg
regarding the Debtor's continued use of cash collateral.
The parties agree that so long as the Debtor remains in compliance
with the provisions and terms set forth in the Motion and the
proposed Order filed therewith, it is authorized, through May 22,
2022, to use cash collateral solely to fund the itemized
expenditures contained in the Budget.
The Court may enter an Order identical to the proposed Order
submitted with the Stipulation.
On or before April 8, 2022, Maunesha is directed to file its
disclosure statement and plan and request a hearing to approve such
disclosure statement to be held as soon as practicable thereafter,
taking into consideration the notice requirements under the
Bankruptcy Rules. If Maunesha fails to file a proposed plan, its
authorization to use cash collateral will immediately terminate,
unless extended in writing signed by all parties to the
Stipulation.
Among other things, Maunesha agrees to propose a plan of
reorganization that (i) provides for full payment of BMO's total
claim, including interest, costs and fees, as allowable under the
prepetition documents, through the Proposed Plan over a 5-year (60
month) term, and (ii) maintains all liens in favor of BMO in effect
on the Petition Date or granted under the terms of the Proposed
Plan upon confirmation, treating BMO's Claim as fully secured to
the extent of the full amount of BMO's Claim.
The Proposed Plan will additionally provide the following, the
terms of which will be subject to agreement with the Lenders:
a. Minimum herd size or other collateral and production based
metric satisfactory to the Lenders; and
b. Specific default remedies in the event Maunesha defaults
and fails to cure any such default as provided in the plan, with
such remedies to be satisfactory to the Lenders.
A copy of the order is available at https://bit.ly/3MMqRwj from
PacerMonitor.com.
About Maunesha River Dairy, LLC
Maunesha River Dairy, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Wis. Case. No. 21-11157) on May
27, 2021. In the petition signed by Dennis E. Ballweg, the member,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Catherine J. Furay oversees the case.
Jane F. Zimmerman, Esq., at Murphy Desmond S.C. is the Debtor's
counsel.
BMO Harris Bank, as creditor, is represented by Joseph D. Brydges,
Esq. at Michael Best and Friedrich LLP.
Farmers and Merchants Union Bank, as creditor, is represented by:
Nancy B. Johnson, Esq.
Brennan Steil SC
1 East Milwaukee Street
Janesville, WI 53545
Tel: (608) 756-4141
Fax: (608) 756-9000
Dennis Ballweg, as creditor, is represented by:
Craig E. Stevenson
Dewitt LLP
2 East Mifflin Street, Suite 600
Madison, WI 53703-2865
Tel: (608) 252-9263
Fax: (608) 252-9243
MEDIA DDS: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Media DDS, LLC
1844 San Miguel Drive, Suite 208
Walnut Creek, CA 94596
Chapter 11 Petition Date: March 8, 2022
Court: United States Bankruptcy Court
Northern District of California
Case No.: 22-40214
Judge: Hon. Roger L. Efremsky
Debtor's Counsel: Matthew D. Resnik, Esq.
RESNIK HAYES MORADI, LLP
17609 Ventura Blvd., Suite 314
Encino, CA 91316
Tel: (818) 285-0100
E-mail: matt@rhmfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Alireza Moheb as managing member.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/WKM4SAQ/Media_DDS_LLC__canbke-22-40214__0001.0.pdf?mcid=tGE4TAMA
METROHAVANA TOWN: Lender Seeks to Prohibit Cash Collateral Access
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850 Southwest 14th Avenue - 10215686, LLC asks the U.S. Bankruptcy
Court for the Southern District of Florida, Miami Division, to
prohibit MetroHavana Town Homes, LLC's unauthorized use of cash
collateral.
The Lender asserts that on March 18, 2018, the Debtor obtained a
60-month property loan with a maturity date of April 1, 2023. On
May 15, 2020, the Debtor entered into a forbearance agreement
relating to the property loan. After the Debtor defaulted under the
terms of the forbearance agreement, the Lender's
predecessor-in-interest foreclosed.
On June 10, 2021, the state court in the underlying foreclosure
action entered an Order Granting Plaintiff's Motion to Sequester
Rents Pursuant to Florida Statutes, Section 697.07, therein, among
other things (a) permitting the Debtor to pay expenses actually
incurred and owed to non-affiliated third parties to operate and
maintain the Property, (b) requiring the Debtor to pay Lender all
excess cash generated by the Property on a monthly basis, and (c)
requiring the Debtor to provide both an initial accounting of all
rents collected and all expenses paid between April 16, 2020 and
May 31, 2021, and a regular monthly accounting of commencing July
20, 2021.
After violating the Rents Order, the Lender's
predecessor-in-interest filed a motion to compel the Debtor's
compliance with the Rents Order and for contempt. On August 5,
2020, the state court entered an Order compelling the Debtor's
compliance with the Rents Order.
On September 4, 2021, an Amended Final Judgment of Foreclosure in
the amount of $1,824,119 was entered in favor of the Lender's
predecessor-in-interest and against the Debtor in the underlying
state court foreclosure action.
The Judgment is secured by a duly perfected, first priority lien on
the Debtor's sole asset -- a six unit apartment building located
850 S.W. 14th Avenue, Miami, FL 33135.
On February 18, 2022, just one business day before a rescheduled
foreclosure sale of the Property, the Debtor filed a voluntary
petition for relief under Chapter 11, Subchapter V, initiating the
bankruptcy proceeding.
The bankruptcy filing marks the third time over the past 18 months
that an automatic stay has been imposed with regard to the
Property, the Lender points out.
As of the Petition Date, the Debtor owes Lender no less than
$1,860,000, plus postpetition interest, attorneys' fees, costs and
other charges.
The Debtor continues to operate the Property as a chapter 11
debtor-in-possession, and has done so since the Petition Date. In
doing so, however, the Debtor is operating in direct violation of
section 363(c) of the Bankruptcy Code, as neither the Lender (with
a perfected security interest in the cash collateral) nor the Court
has authorized the Debtor's use of cash collateral.
According to the Debtor's Cash Flow Statement, the Debtor collects
$16,250 per month in rents, and incurs expenses ranging from
$3,750.95 to $4,400.50 per month, including +$2,000 per month as
property management payment to an insider. These expenses, the
Lender contends, do not include or account for any payment of debt
service or adequate protection to the Lender. The last time the
Debtor made a payment to the Lender was June 2020.
The Lender asserts that its secured interest in the cash collateral
will continue to diminish -- perhaps irreversibly -- by virtue of
the Debtor's ongoing and unauthorized use of cash collateral.
A copy of the motion is available at https://bit.ly/3vN0GPV from
PacerMonitor.com.
About MetroHavana Town Homes, LLC
MetroHavana Town Homes, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-11349) on
February 18, 2022. In the petition signed by Kelly Beam, owner, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Laurel M. Isicoff oversees the case.
Christina Vilaboa-Abel, Esq., at Cava Law, LLC, is the Debtor's
counsel.
Counsel to 850 Southwest 14th Avenue – 10215686, LLC as lender:
Harris J. Koroglu, Esq.
Michelle G. Hendler, Esq.
SHUTTS & BOWEN LLP
200 South Biscayne Boulevard, Suite 4100
Miami, FL 33131
Tel: 305-358-6300
Fax: 305-347-7888
E-mail: hkoroglu@shutts.com
mhendler@shutts.com
MRA HOLDINGS: Seeks Access to Cash Collateral
---------------------------------------------
MRA Holdings, LLC asks the U.S. Bankruptcy Court for the Western
District of Virginia for authority to use cash collateral and
provide adequate protection.
The Debtor requires the use of cash collateral to maintain existing
operations and retain maximum value of its business.
The Debtor owns a commercial property in Bedford County located at
18245 Forest Road, Lynchburg, VA 24502. The Commercial Property has
two tenants that operate in the aviation industry: KMR Aviation
Services, Inc., and Aviation Component Services, Inc. The Debtor
anticipates a continuation of operations of its Commercial Property
by way of this proposed Chapter 11 reorganization.
On September 20, 2018, the Debtor executed a Promissory Note in the
principal amount of $1,020,000 in favor of Pinnacle Bank. The Note
is secured by a Credit Line Deed of Trust on the Commercial
Property, which was recorded in the Bedford County Circuit Court
Clerk's Office at Instrument No. 180008672 on September 24, 2018,
and an Assignment of Rents recorded on the same date in the Bedford
County Circuit Court Clerk's Office at Instrument No. 180008673.
Pinnacle Bank asserts that, as of the Petition Date, there was due
under the terms of the Promissory Note, principal, accrued
interest, attorneys' fees and charges of $1,022,048. Additional
interest, fees, expenses and charges permitted under the Note have
continued to accrue daily thereafter.
The rental income due and owing to the Debtor as of the Petition
Date, cash on hand as of the Petition Date and the cash proceeds
generated from the post-petition rental of the Debtor's properties
constitute cash collateral of Pinnacle Bank.
The Debtor asserts the Pinnacle Bank has a perfected interest in
post-petition rents and revenues of the Commercial Property.
The Debtor will not dispose of any asset out of the ordinary course
of its business without the advance written consent of Pinnacle
Bank, as applicable, and, as necessary, the approval of the Court.
As additional adequate protection, the Bank will be entitled to
seek a super-priority administrative expense claim pursuant to
section 507(b) of the Bankruptcy Code for any diminution in value
of its collateral occurring after the Petition Date.
Pinnacle Bank will also be granted a first priority, perfected lien
in all post-petition rents of the Commercial Property, but only to
the same extent as Pinnacle Bank has a first priority, perfected
lien in such collateral pre-petition.
A hearing on the matter is scheduled for March 17, 2022, at 11 a.m.
via Zoom.
A copy of the motion is available at https://bit.ly/3Kovomm from
PacerMonitor.com.
About MRA Holdings, LLC
MRA Holdings, LLC is primarily engaged in renting and leasing real
estate properties. MRA Holdings sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. W.D. Va. Case No. 22-60132) on
February 15, 2021. In the petition signed by Paul J. Marten,
manager, the Debtor disclosed up t $10 million in both assets and
liabilities.
David Cox, Esq., at Cox Law Group, PLLC is the Debtor's counsel.
MURPHY OIL: Egan-Jones Cuts Senior Unsecured Ratings to BB
----------------------------------------------------------
Egan-Jones Ratings Company on February 9, 2022, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Murphy Oil Corporation to BB from B.
Headquartered in El Dorado, Arkansas, Murphy Oil Corporation is an
independent exploration and production company that conducts its
business through various operating subsidiaries.
N.G. PURVIS FARMS: Taps Bradley Arant Boult as Special Counsel
--------------------------------------------------------------
N.G. Purvis Farms, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of North Carolina to employ Bradley
Arant Boult Cummings, LLP as special counsel.
The Debtor requires legal assistance to analyze antitrust issues
that are alleged by the official unsecured creditors' committee to
exist in the Debtor's Chapter 11 case.
The hourly rates charged by the firm for its services are as
follows:
Mark Horoschak, Attorney $820 per hour
Pamela Shores, Paralegal $320 per hour
The firm will also seek reimbursement for out-of-pocket expenses
incurred.
Mark Horoschak, Esq., a partner at Bradley, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Mark Horoschak, Esq.
Bradley Arant Boult Cummings, LLP
214 North Tryon Street, Suite 3700
Charlotte, NC 28202
Tel: (704) 338-6000
Fax: (704) 332-8858
Email: mhoroschak@bradley.com
About N.G. Purvis Farms
N.G. Purvis Farms, Inc., operates throughout the Southeast as a
farrow-to-finish pork producer, which breeds, farrows, weans, and
raises weaner pigs, feeder pigs, and market hogs, and then sold to
pork processors. It owns and operates 12 farms in North Carolina
and two farms in Georgia, together with associated facilities, on
which it maintains herds of sows, breeds piglets, and raises market
hogs. It contracts with numerous independent growers to feed and
finish at their facilities weaned pigs and feeder pigs furnished
and owned by the company into market hogs.
N.G. Purvis Farms sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.C. Case No. 21-01068) on May 6, 2021.
In the petition signed by Jerry M. Purvis, Sr., president, the
Debtor disclosed $34,268,361 in assets and $53,126,237 in
liabilities.
Judge David M. Warren oversees the case.
The Debtor tapped Butler & Butler, LLP and Hendren, Redwine,
Malone, PLLC as bankruptcy counsels; Robbins May & Rich, LLP and
Bradley Arant Boult Cummings, LLP as special counsels; Frost, PLLC
as accountant and NutriQuest Business Solutions, LLC as
restructuring advisor. Steve Weiss of NutriQuest Business Solutions
serves as the Debtor's chief restructuring officer. Professional
Swine Management, LLC and Dr. Attila Farkas of Carthage Veterinary
Service, Ltd. are the Debtor's consultants.
On May 27, 2021, the U.S. Bankruptcy Administrator for the Eastern
District of North Carolina appointed an official committee of
unsecured creditors. The committee tapped Waldrep Wall Babcock &
Bailey, PLLC as legal counsel and Dundon Advisers, LLC as financial
advisor.
NEKTAR THERAPEUTICS: Incurs $523.8 Million Net Loss in 2021
-----------------------------------------------------------
Nektar Therapeutics filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$523.84 million on $101.91 million of total revenue for the year
ended Dec. 31, 2021, compared to a net loss of $444.44 million on
$152.92 million of total revenue for the year ended Dec. 31, 2020.
As of Dec. 31, 2021, the Company had $1.12 billion in total assets,
$437.68 million in total liabilities, and $679.51 million in total
stockholders' equity.
Nektar stated, "We have financed our operations primarily through
revenue from upfront and milestone payments under our strategic
collaboration agreements, royalties and product sales, as well as
public and private placements of debt and equity securities. At
December 31, 2021, we had approximately $798.8 million in cash and
investments in marketable securities.
"We estimate that we have working capital to fund our current
business plans for at least the next twelve months from the date of
filing. We expect the clinical development of our drug candidates
including bempegaldesleukin, NKTR-358, and NKTR-255 will continue
to require significant investment to continue to advance in
clinical development with the objective of obtaining regulatory
approval or entering into one or more collaboration partnerships.
Additionally, we have begun to invest in a stage appropriate build
for commercialization of bempegaldesleukin. If the results of one
or more of our registrational trials in bempegaldesleukin meet
their primary endpoints to support health authority filings, we
expect to increase our commercialization investment significantly
to prepare for the commercial launch of bempegaldesleukin. The
preparation for our potential first commercial drug launch requires
a significant investment in building a commercial infrastructure,
hiring a commercial sales force and incurring other third-party
costs, which we will incur before we begin to receive any revenues
from the sale of bempegaldesleukin, if approved. Even if our BLA
or MAA for bempegaldesleukin is approved, we cannot be assured that
the gross margin from sales of bempegaldesleukin will be sufficient
to recover the costs of these investments in the near-term period
following commercial launch. Under our BMS Collaboration
Agreement, we share commercialization costs, using a ratio of 35%
to BMS, 65% to Nektar, but each parties bears its own costs for
non-product specific core commercialization infrastructure. If
bempegaldesleukin is approved, we will share the net commercial
profits and losses in the same manner of 35% to BMS and 65% to
Nektar.
"In the past, we have received a number of significant payments
from collaboration agreements and other significant transactions,
including $1.9 billion in total consideration received under our
arrangement with BMS and a $150.0 million upfront payment from
Lilly for our collaboration agreement for NKTR-358. In the future,
we expect to receive substantial payments from our collaboration
agreements with BMS and Lilly. In particular, under the BMS
Collaboration Agreement...we are entitled to approximately $1.4
billion of potential future milestones for the acceptance of our
regulatory submissions and commercial launch of bempegaldesleukin
in the US, EU and Japan in up to four indications. Of these
milestones, $560.0 million are associated with the acceptance of
our regulatory submissions and commercial launches of
bempegaldesleukin in its first indication in the U.S. and EU,
subject to regulatory approval. As a result, whether and when
bempegaldesleukin is approved in any indication will have a
significant impact on our future liquidity and capital resources.
We have no credit facility or any other sources of committed
capital."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/906709/000090670922000005/nktr-20211231.htm
About Nektar
Nektar Therapeutics -- http://www.nektar.com-- is a
biopharmaceutical company with a robust, wholly owned R&D pipeline
of investigational medicines in oncology, immunology, and virology
as well as a portfolio of approved partnered medicines. Nektar is
headquartered in San Francisco, California, with additional
operations in Huntsville, Alabama and Hyderabad, India.
Nektar reported a net loss of $444.44 million for the year ended
Dec. 31, 2020, compared to a net loss of $440.67 million for the
year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had
$1.28 billion in total assets, $475.70 million in total
liabilities, and $801.54 million in total stockholders' equity.
NEXTPLAY TECHNOLOGIES: Inks Deal to Sell $20 Million Common Shares
------------------------------------------------------------------
NextPlay Technologies, Inc. entered into an At The Market Offering
Agreement with H.C. Wainwright & Co., LLC, as agent, to create an
at-the-market equity program under which the Company may, from time
to time, offer and sell shares of its common stock, par value
$0.00001 per share, having an aggregate gross offering price of up
to $20,000,000 to or through the Agent.
Any Share sold to or through the Agent will be issued pursuant to a
prospectus dated Oct. 29, 2021 and a prospectus supplement dated
March 4, 2022 filed with the Securities and Exchange Commission, in
connection with one or more offerings of the Shares pursuant to the
Prospectus Supplement. Subject to the terms and conditions of the
Agreement, the Agent will use its commercially reasonable efforts
consistent with its normal trading and sales practices and
applicable state and federal law, rules and regulations to sell the
Shares from time to time, based upon the Company's instructions.
Sales of the Shares, if any, under the Agreement may be made in
transactions that are deemed to be "at the market offerings" as
defined in Rule 415 under the Securities Act of 1933, as amended,
including sales made by means of ordinary brokers' transactions
(including directly on the Nasdaq Capital Market), at market prices
or as otherwise agreed between the Company and the Agent. The
Agent is not under any obligation to purchase any of the Shares on
a principal basis pursuant to the Agreement, except as otherwise
agreed by the Agent and the Company in writing pursuant to a
separate terms agreement. The Company has no obligation to sell
any of the Shares and may at any time suspend offers under the
Agreement or terminate the Agreement.
The Company has provided the Agent with customary indemnification
rights, and the Agent will be entitled to a commission at a fixed
commission rate equal to 3.0% of the gross sales price of any
Shares sold in the ATM Offering. The Company is making certain
customary representations, warranties, and covenants in the
Agreement and has also agreed to indemnify the Agent against
certain liabilities, including liabilities under the Act. The
Agreement is not intended to provide any other factual information
about the Company. The representations, warranties, and covenants
contained in the Agreement are made only for purposes of the
Agreement, including the allocation of risk between the parties
thereto and as of specific dates, are solely for the benefit of the
parties to the Agreement, and may be subject to limitations agreed
upon by the parties thereto, including being qualified by
confidential disclosures exchanged between the parties in
connection with the execution of the Agreement.
The Agent and its affiliates may in the future provide various
advisory, investment and commercial banking and other services to
the Company in the ordinary course of business, for which they may
in the future receive customary fees and commissions.
About NextPlay Technologies
NextPlay Technologies, Inc. (formerly known as Monaker Group Inc.)
-- nextplaytechnologies.com -- is a technology solutions company
offering games, in-game advertising, crypto-banking, connected TV
and travel booking services to consumers and corporations within a
growing worldwide digital ecosystem. NextPlay's engaging products
and services utilize innovative AdTech, Artificial Intelligence and
Fintech solutions to leverage the strengths and channels of its
existing and acquired technologies.
The Company reported a net loss of $16.51 million for the year
ended Feb. 28, 2021, compared to a net loss of $9.45 million for
the year ended Feb. 29, 2020. As of Nov. 30, 2021, the Company had
$120.96 million in total assets, $31.01 million in total
liabilities, and $89.95 million in total stockholders' equity.
Sugar Land, Texas-based TPS Thayer, LLC, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated June 7, 2021, citing that the Company has suffered recurring
losses from operations and has stockholders' deficit that raise
substantial doubt about its ability to continue as a going concern.
NITROCRETE LLC: SSG Acted as Investment Banker in Asset Sale
------------------------------------------------------------
SSG Advisors, LLC (SSG) acted as the investment banker to
NITROcrete, LLC and its affiliates (collectively NITROcrete or the
Company) in the sale of substantially all of its assets to an
affiliate of Cryogenic Industrial Solutions, LLC (Cryogenic). The
sale was effectuated through a Chapter 11 Section 363 process in
the U.S. Bankruptcy Court for the District of Colorado. The
transaction closed in January 2022.
Headquartered in Fort Collins, Colorado, NITROcrete is an
award-winning technology and service provider to the concrete and
construction materials industry. NITROcrete's proprietary and
patent-pending technology applies liquid nitrogen directly to
concrete aggregate during the batching process. This technology
provides a safe, sustainable, consistent and cost-effective cooling
solution that results in cost and time savings for its concrete
producer customers compared to traditional cooling methods.
Batch-plant operators across North America depend on NITROcrete's
cutting-edge approach to deliver high-spec concrete at specified
temperatures for use in large-scale infrastructure and industrial
projects.
Launched in 2017, NITROcrete experienced rapid growth. From 2018 to
2019, the Company expanded from nine deployed units to
approximately seventy units. Despite strong interest in the
Company's technology, the pandemic disrupted its normal sales and
installation cycles. These issues, coupled with a historically high
fixed cost structure and reduced site volumes, resulted in
liquidity constraints. NITROcrete filed for bankruptcy protection
in November 2021 to renegotiate supplier contracts, exit burdensome
leases, restructure its balance sheet, and identify a strategic
partner to support the business long term.
SSG was retained in November 2021 to conduct a comprehensive and
accelerated marketing effort to solicit offers from strategic and
financial buyers. Several parties expressed interest in the
stalking horse position and NITRO Acquisition, LLC, an affiliate of
Cryogenic, was ultimately selected as the stalking horse bidder due
to its willingness to preserve the business as a going concern,
provide the necessary liquidity and close within the court-approved
timeline. SSG's approach created competitive tension and resulted
in an auction with robust bidding. The final bid from NITRO
Acquisition proved to be the highest and best offer for the
Company's assets. SSG's special situations expertise and
significant experience in the industrial services sector produced a
transparent sale process that doubled the original stalking horse
bid and enabled stakeholders to maximize value in a highly
expedited timeframe.
Cryogenic Industrial Solutions, LLC, based in Magnolia, Texas, is a
leading provider of cryogenic transport trailers, cryogenic
equipment repairs, and lease fleets.
Other professionals who worked on the transaction include:
* James T. Markus, Matthew T. Faga, Zachary G. Sanderson and
William G. Cross of Markus Williams Young & Hunsicker LLC, counsel
to NITROcrete, LLC and its affiliates;
* Michael L. Staheli of Cordes & Company, financial advisor to
NITROcrete, LLC and its affiliates;
* Michael P. O'Neil and B. Ronan Johnson of Taft Stettinius &
Hollister LLP, counsel to Cryogenic Industrial Solutions, LLC and
affiliate;
* Steven E. Abelman of Brownstein Hyatt Farber Schreck, LLP,
counsel to the senior secured lender;
* Robert J. Gayda, Catherine V. LoTempio and John R. Ashmead of
Seward & Kissel LLP and Keri L. Riley of Kutner Brinen Dickey
Riley, P.C., counsel to the Unsecured Creditors Committee; and
* Sanjuro Kietlinkski and Harry Foard of Province, LLC,
financial advisor to the Unsecured Creditors Committee.
About NITROcrete LLC
NITROcrete, LLC and its affiliates filed petitions for Chapter 11
protection (Bankr. D. Colo. Lead Case No. 21-15739) on Nov. 18,
2021. Stephen De Bever, chief executive officer, signed the
petitions. In its petition, NITROcrete listed up to $10 million in
assets and up to $50 million in liabilities.
Judge Kimberley H. Tyson oversees the cases.
The Debtors tapped Matthew T. Faga, Esq., at Markus Williams Young
& Hunsicker, LLC as bankruptcy counsel; Polsinelli, PC as special
counsel; Cordes & Company as financial advisor; SSG Advisors, LLC
as investment banker; and RSM US LLP as accountant. BMC Group, Inc.
is the Debtors' noticing agent.
The U.S. Trustee for Region 19 appointed an official committee of
unsecured creditors in the Debtors' cases on Dec. 9, 2021. Seward
& Kissel, LLP and Kutner Brinen Dickey Riley, P.C. serve as legal
counsels for the committee while Province, LLC serves as the
committee's financial advisor.
NN INC: Amends $150-Mil. Term Loan With Oaktree-Managed Funds
-------------------------------------------------------------
NN, Inc. has amended its 5.5-year $150 million term loan with funds
managed by Oaktree Capital Management, L.P. The amendment
increases the maximum total leverage ratio covenants for all
quarters of 2022 and 2023.
"We are pleased to complete this amendment with Oaktree, which
allows us to remain focused on our operations and our strategic
initiatives towards transformational growth," said Warren Veltman,
president and chief executive officer of NN. "The amendment
provides us time and flexibility to continue to make the right
long-term decisions for the business as we return to a normal
operating environment. In 2022, we expect the unprecedented
impacts of supply chain disruption for semiconductor chips and
other key inputs as well as inflation that we have experienced in
2021 to stabilize. These developments, coupled with the pricing
actions we have taken with customers to recover inflation is
expected to result in improved profitability in 2022."
Transaction Highlights:
* Increases quarterly maximum leverage ratio in a range of
0.25x
to 0.75x for 2022 and 2023 as specified in the amendment
* No change to interest rate
Mike Felcher, NN senior vice president and CFO, commented, "We
engaged in proactive discussions with Oaktree to reset our leverage
ratios at levels that provide us adequate flexibility given the
uncertain and challenging macroeconomic conditions our business is
facing. We appreciate Oaktree's continued support as an investment
partner that understands our business and is committed to our
long-term growth strategy."
About NN Inc.
NN, Inc. -- www.nninc.com -- is a global diversified industrial
company that combines advanced engineering and production
capabilities with in-depth materials science expertise to design
and manufacture high-precision components and assemblies primarily
for the electrical, automotive, general industrial, aerospace and
defense, and medical markets. The Company has facilities in North
America, Europe, South America, and China.
NN, Inc. reported a net loss of $100.59 million for the year ended
Dec. 31, 2020, a net loss of $46.74 million for the year ended Dec.
31, 2019, and a net loss of $262.99 million for the year ended Dec.
31, 2018. As of Sept. 30, 2021, the Company had $594.71 million in
total assets, $318.49 million in total liabilities, $51.38 million
in Series D perpetual preferred stock, and $224.83 million in total
stockholders' equity.
OLIN CORP: Egan-Jones Hikes Senior Unsecured Ratings to BB
----------------------------------------------------------
Egan-Jones Ratings Company on February 11, 2022, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Olin Corporation to BB from BB-.
Headquartered in Clayton, Missouri, Olin Corporation manufactures
chemicals and ammunition products.
PANACEA LIFE: Signs Exchange Deal With Institutional Investor
-------------------------------------------------------------
Panacea Life Sciences Holdings, Inc. entered into an exchange
agreement with an institutional investor (the "Investor") pursuant
to which the Company agreed to issue a 10% original issue discount
senior convertible promissory note in the principal amount of
$385,000 and five-year warrants to purchase 275.000 shares of the
Company's common stock, par value $0.0001 per share at an exercise
price of $1.40 per share in exchange for 350 shares of the
Company's 0% Series A Convertible Preferred Stock. The Agreement
was entered into after the Investor exercised the most favored
nation rights contained in Section 7(b) of the Company's
Certificate of Designation of Preferences, Rights and Limitations
of the Series A in connection with the consummation of a private
placement with an institutional investor (the "Purchaser") on Nov.
18, 2021.
The Note will be due March 3, 2023, which is one year from the
issuance date. The Note initially does not bear any interest,
however upon and during any event of default by the Company, the
Note will accrue interest at a rate of 18% per annum. Events of
default include suspension of trading or quotation of the Company's
common stock on the OTCQB or a national securities exchange, and
failure to reserve a sufficient number of shares for the conversion
or exercise of all securities issued pursuant to the Agreement.
Further, upon an event of default, the holder will have the right
to cause the Company to redeem the outstanding principal and
accrued interest on the Note at a 125% premium.
The principal and accrued interest on the Note is convertible into
common stock at a conversion price of $1.40 per share, subject to
certain adjustments summarized as follows: (i) if an event of
default has occurred prior to the maturity date, a reduction to 80%
of the conversion price then in effect, (iii) anti-dilution
adjustment upon certain issuances of common stock or derivative
securities at a price per share that is lower than the conversion
price, (iii) customary adjustments for stock splits, stock
dividends and similar corporate events, and (iv) adjustment upon a
public offering by the Company meeting certain delineated
criteria.
Under the terms of the Note, upon a public offering by the Company
of common stock, either alone or in units or with other securities
pursuant to an effective registration statement resulting in gross
proceeds to the Company of at least $10,000,000, and in connection
with which the common stock is approved for listing listed on a
national securities exchange, the conversion price will be reduced
to 90% of the offering price per share in the Qualified Offering,
if that price is lower than the conversion price then in effect.
Additionally, immediately prior to a Qualified Offering, the
Company may redeem all or part of the outstanding principal and
accrued interest on the Note at a 115% premium.
The Note also contains customary negative covenants prohibiting the
Company from certain actions while the Note remains outstanding.
The Warrants will be exercisable for a five-year term beginning on
May 18, 2022, at an exercise price of $1.40 per share, subject to
certain adjustments which are substantially similar to those
contained in the Note, including the Qualified Offering
adjustment.
Each of the Note and the Warrants contain a 4.99% beneficial
ownership limitation pursuant to which neither may be converted or
exercised, as applicable, if and to the extent that following such
conversion or exercise the holder would beneficially own more than
4.99% of the Company's outstanding common stock, subject to
increase to 9.99% upon 61 days' prior written notice by the
holder.
Pursuant to the Agreement, the Company entered into a Registration
Rights Agreement dated March 3, 2022, by and between the Company
and the Investor, in which the Company has agreed to file a
Registration Statement on Form S-1 with the Securities Exchange
Commission following request by the Purchaser in the November 2021
private placement and include the registrable securities of the
Investor. The Investor has agreed that their rights and remedies
pursuant to the Registration Rights Agreement are subordinate to
the rights and remedies of the Purchaser pursuant to its
registration rights agreement.
The Company obtained the consent of the Purchaser in connection
with the foregoing.
The terms of the Note, Warrants and Registration Rights Agreement
are substantially similar to the Notes and Warrants issued to the
Purchaser and the Registration Rights Agreement between the Company
and the Purchaser entered into in November 2021.
About Panacea
Panacea Life Sciences Holdings, Inc. formerly known as Exactus Inc.
(OTCQB:EXDI) -- http://www.exactusinc.com-- is a Nevada
corporation organized under the name Solid Solar Energy, Inc in
2008 and renamed Exactus, Inc. in 2016. The Company has pursued
opportunities in Cannabidiol since 2019. During most of 2020 the
Company was engaged in marketing of hemp derived products sourced
from its leased farming operation.
Exactus reported a net loss of $10.94 million for the year ended
Dec. 31, 2020, compared to a net loss of $10.02 million for the
year ended Dec. 31, 2019. As of June 30, 2021, the Company had
$23.64 million in total assets, $11.62 million in total
liabilities, and $12.02 million in total stockholders' equity.
Henderson, NV-based RBSM LLP, the Company's auditor since 2014,
issued a "going concern" qualification in its report dated April
23, 2021, citing that the Company has an accumulated deficit,
recurring losses, and expects continuing future losses that raises
substantial doubt about the Company's ability to continue as a
going concern.
PENNYMAC FINANCIAL: Moody's Ups CFR to Ba2, Outlook Stable
----------------------------------------------------------
Moody's Investors Service has upgraded PennyMac Financial Services
Inc.'s (PFSI) corporate family rating to Ba2 from Ba3 and its
senior unsecured bond rating to Ba3 from B1. Concurrently, Moody's
upgraded the issuer rating of PFSI's subsidiary Private National
Mortgage Acceptance Co, LLC. (Private National) to Ba3 from B1. The
outlooks for PFSI and Private National were revised to stable from
positive.
Upgrades:
Issuer: PennyMac Financial Services Inc.
Corporate Family Rating, Upgraded to Ba2 from Ba3
Backed Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3
from B1
Issuer: Private National Mortgage Acceptance Co, LLC
Issuer Rating, Upgraded to Ba3 from B1
Outlook Actions:
Issuer: PennyMac Financial Services Inc.
Outlook, Changed To Stable From Positive
Issuer: Private National Mortgage Acceptance Co, LLC
Outlook, Changed To Stable From Positive
RATINGS RATIONALE
The upgrade of PFSI's CFR to Ba2 from Ba3 reflects the company's
solid track record of operational performance, its solidifying
franchise position supporting strong profitability and capital
levels, and its strengthening funding profile.
PFSI has a solid and strengthening franchise in the US mortgage
market as the largest correspondent mortgage originator and a
top-three overall US residential mortgage originator, with a market
share of approximately 5.0% in 2021. Record origination volumes and
elevated gain-on-sale margins have contributed to the company's
very high levels of profitability, with return on average assets of
approximately 7.7% for 2020 and 4.0% for 2021. With interest rates
likely to continue to rise, Moody's expects lower gain-on sale
margins and origination volumes, particularly refinance volumes, to
result in lower, but still above-peer profitability for PFSI over
the next 12-18 months.
PFSI's capitalization has been strong, with tangible common equity
to tangible managed assets (TCE/TMA) averaging over 20% over the
last several years, which compares well with peers. As of year-end
2021, the company's tangible common equity to adjusted tangible
managed assets (which excludes the Ginnie Mae loans eligible for
repurchase from the capital ratio) was approximately 21.7%, a
modest increase from approximately 20.0% as of year-end 2020. With
solid, yet lower projected future profitability, Moody's expects
the company's capital ratio to remain above 20% over the next 12-18
months.
PFSI's funding structure has strengthened following its inaugural
unsecured bond issuance in September 2020, and subsequent unsecured
bond issuances in February and September 2021, reflecting the
companies' reduced reliance on secured corporate funding in favor
of unsecured funding. Accessing the unsecured bond markets
diversifies the company's funding profile and reduces its reliance
on secured mortgage servicing right (MSR) funding, thereby
increasing its financial flexibility to tap secured MSR funding
during periods of financial stress. In addition, the ratings
reflect the risks, as well as benefits, associated with the
company's reliance on PennyMac Mortgage Investment Trust as an
important funding vehicle and revenue source for its loan
production and loan servicing business.
The outlooks for PFSI and Private National were revised to stable
from positive reflecting Moody's expectation that these companies
will be able to maintain above peer profitability, minimize
operational risk from past rapid growth, and maintain solid capital
levels while continuing to strengthen their franchise positioning
and maintain their liquidity profiles over the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if PFSI strengthens its solid
financial performance, whereby Moody's expects that long-term
through-the-cycle profitability as measured by net income to
average assets will average at least 4.0%. In addition, the company
would need to maintain strong capital levels as measured by
tangible common equity to adjusted tangible assets above 20.0%,
continue to strengthen its franchise positioning, particularly in
the direct-to-consumer origination channel, and improve its funding
structure by continuing to reduce its reliance on corporate secured
debt.
The ratings could be downgraded if PFSI's financial performance
deteriorates; for example, if net income to managed assets falls
below and is expected to remain below 3.0%, or if leverage
increases such that PFSI's tangible common equity to adjusted
assets falls below and is expected to remain below 17.5%.
In addition, PFSI's unsecured bond rating and Private National's
issuer rating could be downgraded if the portion of unsecured debt
to total corporate debt falls and remains below 35%; under this
scenario, Moody's expects the loss on senior unsecured obligations
in the event of default would be materially higher.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
PENNYMAC MORTGAGE: Moody's Affirms Ba3 CFR & Alters Outlook to Neg.
-------------------------------------------------------------------
Moody's Investors Service has affirmed PennyMac Mortgage Investment
Trust's (PMT) corporate family rating at Ba3 and its long-term
issuer rating at B2. Moody's has also revised PMT's outlook to
negative from stable.
Affirmations:
Issuer: PennyMac Mortgage Investment Trust
Issuer Rating, Affirmed B2
Corporate Family Rating, Affirmed Ba3
Outlook Actions:
Issuer: PennyMac Mortgage Investment Trust
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
Moody's affirmation of PMT's Ba3 corporate family rating reflects
the company's franchise position as a top ten US mortgage producer,
solid capital levels and experienced management team. Partly
offsetting these credit strengths are the risks to creditors from
the company's modest profitability, its government-sponsored
enterprise (GSE) credit risk transfer (CRT) investments, along with
the refinancing-related risks embedded in the company's reliance on
short-term secured funding to finance its origination pipeline. In
addition, the CFR reflects PMT's reliance on PennyMac Financial
Services Inc., as PMT is almost entirely reliant on the employees
and resources of the company as its manager.
PMT reported modest net income of approximately $56.9 million for
2021, compared to $52.4 million for 2020, resulting in a net income
to average managed assets ratios of 0.4% and 0.7%, respectively.
With rising interest rates, Moody's expects the company's
profitability to increase modestly but continue to be constrained
over the next 12-18 months because of lower origination volumes and
gain-on-sale margins.
PMT's capitalization has declined but remains adequate, evidencing
the company's ability to absorb unexpected losses, should these
occur. Capitalization for PMT as measured by tangible common equity
to tangible managed assets (TCE/TMA) decreased to 17.2% as of
December 31, 2021 from 20.0% as of year-end 2020, reflecting a
return of capital to shareholders; Moody's expects PMT's capital
levels to further decline modestly over the next 12-18 months, due
to the challenging mortgage production environment driven by
declining origination volumes and depressed gain-on-sale margins,
but remain within a range that is appropriate for Moody's
assessment of the company's asset risks.
PMT has diversified its funding profile through its MSR secured
funding facilities, a credit positive. Furthermore, PMT's
multi-year term notes provide term financing for all of its funded
CRT investments, a credit positive since term notes do not contain
mark-to-market provisions that could result in margin calls.
Furthermore, the majority of term notes may be extended by an
additional two years at PMT's discretion, which reduces refinancing
risk for the company.
Moody's revised PMT's outlook to negative from stable based on
Moody's view that challenging operating conditions in the
government-sponsored enterprise (GSE) correspondent lending space
will continue to pressure PMT's revenues and profitability, and
result in a decrease in the company's capitalization as dividends
outpace net income, over the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Since PMT has a negative outlook, a ratings upgrade is unlikely
over the next 12-18 months. The outlook could return to stable if
the company's earnings improve such that return on assets increases
and is expected to remain above 2.0%, and if capitalization as
measured by TCE/TMA increases to above 17.5%. The ratings could be
upgraded if the company improves its profitability and maintains
strong capital levels, for example evidenced by net income to
average managed assets increasing to and remaining above 4.0%, and
TCE/TMA increasing and remaining consistently above 20.0%.
The ratings could be downgraded if the company's capitalization as
measured by tangible common equity to tangible managed assets
declines and remains below 15%. The ratings could also be
downgraded if Moody's expects the company's through-the-cycle
profitability to remain below 1.5% net income to average managed
assets, or if its liquidity position deteriorates materially.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
PHIO PHARMACEUTICALS: Falls Short of Nasdaq Bid Price Requirement
-----------------------------------------------------------------
Phio Pharmaceuticals Corp. received written notice from The Nasdaq
Capital Market on Feb. 25, 2022, stating that the Company was not
in compliance with Nasdaq Listing Rule 5550(a)(2) because the
Company's common stock failed to maintain a minimum closing bid
price of $1.00 for 30 consecutive business days. The Notice has no
immediate effect on the Nasdaq listing or trading of the Company's
common stock.
The Notification Letter provides an initial 180 calendar day
period, or until Aug. 24, 2022, in which to regain compliance,
pursuant to Listing Rule 5810(c)(3)(A). If, at any time before
that date the bid price of the Company's common stock closes at
$1.00 per share or more for a minimum of 10 consecutive business
days, Nasdaq will notify the Company that it has achieved
compliance with the Minimum Bid Price Rule.
The Company intends to actively monitor the closing bid price of
its common stock and will evaluate available options to regain
compliance with the Minimum Bid Price Rule.
About Phio Pharmaceuticals
Marlborough, Massachusetts-based Phio Pharmaceuticals Corp. --
http://www.phiopharma.com-- is a biotechnology company developing
the next generation of immuno-oncology therapeutics based on its
self-delivering RNAi therapeutic platform. The Company's efforts
are focused on silencing tumor-induced suppression of the immune
system through its proprietary INTASYL platform with utility in
immune cells and/or the tumor micro-environment. The Company's
goal is to develop powerful INTASYL therapeutic compounds that can
weaponize immune effector cells to overcome tumor immune escape,
thereby providing patients a powerful new treatment option that
goes beyond current treatment modalities.
Phio Pharmaceuticals reported a net loss of $8.79 million for the
year ended Dec. 31, 2020, a net loss of $8.91 million for the year
ended Dec. 31, 2019, and a net loss of $7.36 million for the year
ended Dec. 31, 2018. As of Sept. 30, 2021, the Company had $27.94
million in total assets, $2.70 million in total liabilities, and
$25.25 million in total stockholders' equity.
POUGHKEEPSIE, NY: Moody's Confirms 'Ba1' Issuer & GOLT Ratings
--------------------------------------------------------------
Moody's Investors Service has confirmed the City of Poughkeepsie,
NY's Ba1 issuer and general obligation limited tax (GOLT) ratings.
The issuer rating is equivalent to the city's hypothetical general
obligation unlimited tax (GOULT) rating; there is no debt
associated with the GOULT security. The outlook has been revised to
stable from ratings under review.
This concludes the review for direction uncertain that was
initiated on January 24, 2022 due to lack of audited fiscal 2019
financial information. Audited fiscal 2019 and unaudited fiscal
2020 information has been received, which Moody's believe is
sufficient to maintain Moody's ratings.
RATINGS RATIONALE
The Ba1 issuer rating reflects the city's weak financial position.
Although the city has made material strides in improving its
operations and governance, its financial position remains weak as
the negative fund balance position accumulated in previous years is
still being dealt with. Favorably, the city is continuing to take
action to reduce that deficit. Management's endeavors are aided by
a recent uptick in development which is causing tax base, and
revenue expansion.
The ongoing pandemic has had only a modest impact on the city.
While sales taxes took a large hit before rebounding, the city's
conservative budgeting and stable property taxes have largely
blunted the financial impact of the pandemic.
Moody's consider the outstanding debt to be GOLT because of
limitations under New York State (Aa2 positive) law on property tax
levy increases. The absence of distinction between the GOLT rating
and the Issuer rating reflects the town council's ability to
override the property tax cap and the faith and credit pledge in
support of debt service.
RATING OUTLOOK
The stable outlook reflects Moody's expectations that, despite
ongoing improvements, it will take continued effort to restore
financial health.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
Significant and sustained improvement in reserves and liquidity
Material tax base growth
Improved resident wealth and income
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
Reversion to structural imbalance
Declines in the tax base or resident wealth and income
LEGAL SECURITY
Debt service on the city's bonds and notes is backed by the city's
faith and credit supported by its pledge to levy ad valorem
property taxes to pay debt service as limited by New York State's
Property Tax Cap-Legislation (Chapter 97 (Part A) of the Laws of
the State of New York, 2011).
PROFILE
The City of Poughkeepsie is the county seat of Dutchess County (Aa2
stable) and is located on the Hudson River, approximately 70 miles
north of New York City (Aa2 stable). The city encompasses a land
area of 4.9 square miles and has approximately 30,400 residents and
provides standard municipal services such as public safety and
public works including roads, and utilities.
METHODOLOGY
The principal methodology used in these ratings was US Local
Government General Obligation Debt published in January 2021.
PRINCETON-WINDSOR PEDIATRICS: Wins Final Cash Collateral Access
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey in Newark
has authorized Princeton-Windsor Pediatrics, PA to continue using
the cash collateral of M&T Bank on a final basis and provide
adequate protection through the effective date of the First
Modified Plan of Reorganization.
The amount of the monthly adequate protection payments required for
the Debtor's continued use of cash collateral pending the Effective
Date of the Plan will remain $3,601. The Secured Creditor will
credit the adequate protection payments received from the Debtor
toward the balance due on its Class 1 Claim as defined in the Plan.
The Court held that, except as specifically modified and in the
Second, Third and Fourth Interim Cash Collateral Orders, the terms
of the First Interim Collateral Order will remain full force and
effect, and are incorporated by reference.
A copy of the order is available at https://bit.ly/3sNt16Q from
PacerMonitor.com.
About Princeton-Windsor Pediatrics, PA
Princeton-Windsor Pediatrics, PA operates a pediatric medical
practice located at 88 Princeton-Hightstown Rd, Ste 103, Princeton
Junction, NJ 08550; the location is an office condominium unit.
Princeton-Windsor Pediatrics does not own the real property, but is
the sole occupant; the condominium is owned by WC 88
Princeton-Hightstown LLC.
Princeton-Windsor Pediatrics sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 21-17501-MBK) on
September 24, 2021. In the petition signed by Catherine M.
Zelinsky, authorized representative, the Debtor disclosed up to $1
million in both assets and liabilities.
Judge Michael B. Kaplan oversees the case.
Brian G. Hannon, Esq., at Norgaard, O'Boyle & Hannon is the
Debtor's counsel.
PUERTO RICO: Gov. Ends PREPA Restructuring Deal
-----------------------------------------------
Puerto Rico Governor Pedro R. Pierluisi announced March 8, 2022,
that the Government will terminate the Puerto Rico Electric Power
Authority's Restructuring Support Agreement of 2019 because its
implementation is neither feasible nor in the best interests of
Puerto Rico.
According to the Governor, the circumstances prevailing when the
PREPA RSA was negotiated with PREPA's creditors back in 2019 have
changed significantly, including worldwide economic conditions,
such as rising inflation and significant surges in the price of
crude oil.
"I am committed to achieving PREPA's exit from bankruptcy and
support a comprehensive negotiation or mediation that ensures an
efficient, cleaner and reliable electric energy system for the
people of Puerto Rico, while honoring our government’s pledge to
the corporation's pensioners and resolving PREPA's debtors claims
fairly," Governor Pierluisi stated.
Under the terms of the PREPA RSA, each party has the right
terminate the agreement. Therefore, today, at the Governor's
request, Puerto Rico Financial Advisory and Fiscal Agency Authority
(AAFAF) agreed to exercise the Government Puerto Rico’s right to
terminate the agreement and notified the parties accordingly. The
Governor added that the objective now is to start conversations
with all stakeholders to achieve a restructuring agreement that can
be implemented.
The PREPA RSA was a document that set forth a path for PREPA to
restructure its bond debt to exit the PROMESA Title III bankruptcy,
but did not address PREPA’s other claims and debt. The
Government's position is that there needs to be a considerable
reduction to the corporation’s debt and changes to the provisions
of the RSA, and that charges to private generation should not be
imposed.
"The Government of Puerto Rico is committed to working with the
Oversight Board and PREPA’s creditors to negotiate a Plan of
Adjustment for PREPA that (1) secures PREPA's exit from Title III
bankruptcy, and (2) conforms to the Government’s public policy
and objective of ensuring that the residents of Puerto Rico have
reliable and affordable electric power," AAFAF Executive Director
Omar J. Marrero said.
Governor Pierluisi added that "in order to ensure that a future
Plan of Adjustment for PREPA conforms to the Government’s public
policy, in the restructuring negotiations the Government will focus
on the following goals: (1) for PREPA to exit Title III bankruptcy
as soon as possible; (2) to encourage a conversion to renewable
sources of energy and, in the short term, increased use of natural
gas, which is cleaner and less expensive than other fuels being
used by PREPA; (3) to respect the Puerto Rico Energy Bureau's role
in setting electric rates and oversee compliance with the
Integrated Resource Plan; (4) to protect PREPA’s pensioners; and
(5) to comply with the requirements and public policy objectives
established in Act 17-2019, also known as the "Puerto Rico Energy
Public Policy Act."
"The Government looks forward to working with all of PREPA's
stakeholders to achieve these goals," the Governor concluded.
Oversight Board Supports Termination
The Oversight Board supports the decision by Governor Pedro R.
Pierluisi to terminate the Restructuring Support Agreement (RSA)
with a group of bondholders to reduce the debt of the Puerto Rico
Electric Power Authority (PREPA).
The Oversight Board, together with the Fiscal Agency and Financial
Advisory Authority (AAFAF) and PREPA had reached the RSA with
certain bondholders in May 2019. The RSA would have cut PREPA's
debt by more than 32% and awarded Puerto Rico's households and
businesses significant protections, including preventing
electricity bills from rising should electricity demand decline in
coming years.
However, the implementation of the RSA through a Plan of Adjustment
for PREPA requires legislation. The Puerto Rico Legislature has
not adopted the required legislation and stated it would require
changes to the RSA. The Legislature unfortunately rejected some of
the key terms of the RSA as unacceptable.
PREPA needs to end its bankruptcy under Title III of PROMESA.
Unless the uncertainty around PREPA's debt is resolved, the people
of Puerto Rico will risk having to pay the price of a costly,
inefficient, unreliable, and polluting energy system, along with
legacy debt. The Oversight Board expects to negotiate a new
resolution with all parties of interest, either through mediation
if ordered by the U.S. District Court for the District of Puerto
Rico or desired by all parties, or through other negotiations.
The global COVID-19 pandemic, rising fuel prices because of
Russia's attack on Ukraine, and rising inflation left Puerto Rico
with a different economic reality than in 2019. The Oversight
Board,
together with the Government and PREPA, look forward to finding a
consensual solution that will support economic growth beyond the
current federal government stimulus; help Puerto Rico's energy
system become more reliable, more affordable, and cleaner; and
support the needs of residents and businesses in Puerto Rico.
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.
PULMATRIX INC: Hires Margaret Wasilewski as Chief Medical Officer
-----------------------------------------------------------------
Pulmatrix, Inc. has hired Dr. Margaret Wasilewski as the Company's
chief medical officer effective March 1, 2022.
"We are proud to welcome Dr. Wasilewski to the Pulmatrix Executive
Team," said Ted Raad, chief executive officer of Pulmatrix. "She
brings extensive experience across different stages of
pharmaceutical drug development in various therapeutic areas.
Pulmatrix will immediately benefit from her leadership in the
clinical strategy and delivery of the clinical trial milestones.
She will also be my partner in charting the direction of our
current and future pipeline. I am excited about the deep
capabilities that Dr. Wasilewski will add to the Pulmatrix team as
we look to further develop our pipeline."
Dr. Wasilewski leverages over 25 years of experience in
pharmaceutical drug development. She led the clinical development
program for treatment and recurrence prevention in Clostridioides
difficile infection as vice president Research and
Development-Medical at Summit Therapeutics. Dr. Wasilewski held
various leadership roles at Eli Lilly and Company, Targanta
Therapeutics, and Shire. Her clinical development experience
includes bacterial and viral infections, sepsis, neurology, and
rare disease. As president of ID Remedies, LLC, she has provided
scientific, medical, and regulatory consultation and business
development to various biopharmaceutical companies.
Dr. Wasilewski received a medical degree from Tufts University
School of Medicine and is board certified in Internal Medicine and
completed fellowships in Infectious Diseases and Clinical
Pharmacology at the University of California-San Francisco. Dr.
Wasilewski received an MBA from Indiana University, Kelly School of
Business; a master's degree in Nutrition from the University of
California-Berkeley and an undergraduate degree in Chemistry from
Rutgers University.
Dr. Wasilewski added, "I am thrilled to join Pulmatrix at such an
exciting time. The current pipeline has potential to address
important unmet needs in both respiratory and neurological disease,
while the iSPERSE technology provides opportunity to expand into
new areas of unmet need. I look forward applying my experience to
position Pulmatrix for long-term success."
About Pulmatrix
Pulmatrix, Inc. -- http://www.pulmatrix.com-- is a clinical stage
biopharmaceutical company developing innovative inhaled therapies
to address serious pulmonary and non-pulmonary disease using its
patented iSPERSE technology. The Company's proprietary product
pipeline includes treatments for serious lung diseases such as
allergic ronchopulmonary aspergillosis and lung cancer, as well as
neurologic disorders such as acute migraine. Pulmatrix's product
candidates are based on iSPERSE, its proprietary engineered dry
powder delivery platform, which seeks to improve therapeutic
delivery to the lungs by maximizing local concentrations and
reducing systemic side effects to improve patient outcomes.
Pulmatrix reported a net loss of $19.31 million for the year ended
Dec. 31, 2020, a net loss of $20.59 million for the year ended Dec.
31, 2019, and a net loss of $20.56 million for the year ended Dec.
31, 2018. As of Sept. 30, 2021, the Company had $55.75 million in
total assets, $10.56 million in total liabilities, and $45.19
million in total stockholders' equity.
RECYCLING REVOLUTION: Gets Cash Collateral Access
-------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
authorized Recycling Revolution, LLC to use, on an interim basis,
the cash generated by the operation of its business in the ordinary
course consistent with the budget, with a 10% variance.
Newtek Small Business Finance, LLC is the Debtor's pre-petition
secured lender.
The secured creditors, Gabrielle/MHT Limited Dividend Housing
Partnership and Benjamin Manor MHT Dividend Housing Associates,
LLC, are granted, to the extent the Secured Creditors' cash
collateral is used by the Debtor, a first priority postpetition
security interest and lien in, to and against all of the Debtor's
assets, to the same extent that the Secured Creditors held a
properly perfected prepetition security interest in such assets,
which are or have been acquired, generated or received by the
Debtor subsequent to the Petition Date.
The Debtor is also directed to make monthly adequate protection
payments to Newtek of $2,924 for every month during its Chapter 11
case, due on the 1st day of each and every month, unless otherwise
altered or discontinued by Court order or by agreement of the
parties. The Debtor will also provide financial disclosures to
Newtek and MHT, at least monthly, consisting of any documents
tendered to the US Trustee, an accounts receivable report, profit
and loss statement, general ledgers and any other documents
reasonably necessary to assess the Debtor's financial viability.
The Debtor will also file with the Court a budget-to-actual
comparison report on or before September 15, 2021, and on or before
the 15th day of each month thereafter.
A continued hearing on the matter is scheduled for May 10, 2022 at
1:30 p.m.
A full-text copy of the Interim Order and the Debtor's 14-week
budget for the period from March 4 to June 3, 2022 is available for
free at https://bit.ly/3vQY7wk from PacerMonitor.com.
The Debtor projects $1,778,000 in income and $563,402 in expenses.
About Recycling Revolution
Recycling Revolution, LLC -- http://www.RecyclingRevolution.net/--
is a recycling company specializing in low end, contaminated and
hard-to-handle materials. It purchases all types of plastic, metal
and electronic waste.
Recycling Revolution and its affiliate RR3 Resources, LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Fla. Lead Case No. 19-25063) on Nov. 7, 2019. Recycling Revolution
disclosed $365,896 in assets and $9,318,956 in debt, while RR3
Resources disclosed under $1 million in both assets and
liabilities.
Judge Mindy A. Mora oversees the cases.
The Debtors tapped Marshall Grant, PLLC as their legal counsel and
Daszkal Bolton, LLP as their accountant.
REMARK HOLDINGS: Receives Noncompliance Notice From Nasdaq
----------------------------------------------------------
Remark Holdings, Inc. received written notice from the Listing
Qualifications Department of The Nasdaq Stock Market LLC on Feb.
25, 2022, notifying the Company that, for a period of 30
consecutive business days, the bid price of its common stock closed
below the minimum of $1.00 per share required for continued listing
on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule
5550(a)(2).
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company
has 180 calendar days, or until Aug. 24, 2022, to regain compliance
with the minimum bid price requirement. If, at any time during the
180-day grace period, the closing bid price of the Company's common
stock is at least $1.00 per share for a minimum of 10 consecutive
business days, the Company will have regained compliance and Nasdaq
will provide it with written confirmation of such.
If the Company fails to regain compliance before Aug. 24, 2022, but
meet the continued listing requirement for market value of
publicly-held shares and all other initial listing standards for
the Nasdaq Capital Market, the Company may be eligible for
additional time to regain compliance with the minimum bid price
requirement.
The Company's common stock will continue to be listed and traded on
the Nasdaq Capital Market during the 180-day grace period, subject
to its compliance with the other continued listing requirements of
the Nasdaq Capital Market.
About Remark Holdings
Remark Holdings, Inc. (NASDAQ: MARK) --
http://www.remarkholdings.com-- delivers an integrated suite of AI
solutions that enable businesses and organizations to solve
problems, reduce risk and deliver positive outcomes. The company's
easy-to-install AI products are being rolled out in a wide range of
applications within the retail, financial, public safety and
workplace arenas. The company also owns and operates digital media
properties that deliver relevant, dynamic content and ecommerce
solutions. The company is headquartered in Las Vegas, Nevada, with
additional operations in Los Angeles, California and in Beijing,
Shanghai, Chengdu and Hangzhou, China.
Remark Holdings reported a net loss of $13.68 million for the year
ended Dec. 31, 2020, compared to a net loss of $25.61 million for
the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had
$93.08 million in total assets, $24.38 million in total
liabilities, and $68.70 million in total stockholders' equity.
Los Angeles, California-based Weinberg & Company, the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated March 31, 2021, citing that the Company has suffered
recurring losses from operations and negative cash flows from
operating activities and has a negative working capital and a
stockholders' deficit that raise substantial doubt about its
ability to continue as a going concern.
RENEWABLE ENERGY: S&P Places 'B+' ICR on CreditWatch Positive
-------------------------------------------------------------
S&P Global Ratings placed its ratings on Renewable Energy Group
Inc. (REGI), including its 'B+' issuer credit rating and 'BB'
issue-level rating, on CreditWatch with positive implications.
S&P said, "The CreditWatch placement reflects that we could raise
our rating on REGI following the close of the acquisition. We
expect to resolve the CreditWatch after the proposed acquisition
closes, expected in the second half of 2022."
REGI announced on Feb. 28, 2022, that it has entered into a
definitive agreement to be acquired by Chevron Corp. in an all-cash
transaction valued at $3.15 billion.
S&P said, "We placed our ratings on REGI on CreditWatch with
positive implications to reflect that we could raise our ratings
following the close of REGI's acquisition by Chevron.
"The CreditWatch with positive implications reflects the likelihood
that we could raise our ratings on REGI and its debt upon the close
of the acquisition. We expect to resolve the CreditWatch at or near
the close of the transaction, which we anticipate in the second
half of 2022. We expect Chevron will fully integrate REGI into its
business following the acquisition."
REYTECH SERVICES: Bid to Use Cash Collateral Denied
---------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
denied the original and amended motion seeking interim and final
orders authorizing the use of cash collateral and granting adequate
protection.
Based on the record, the representations of counsel, the testimony
and evidence presented during the contested hearing on the Motion,
and as stated within the Court's findings of fact and conclusions
of law, the Court denies the Motion without prejudice to refiling.
FCCI Insurance Company objected to the Debtor's Cash Collateral
Motion.
The Court rules that any additional funds that come into the
Debtor's estate from any project, whether bonded by FCCI or not,
must be fully accounted for and immediately turned over to FCCI, as
additional adequate protection for the funds ordered to be released
by FCCI to the Debtor's estate pursuant to the Order Granting
Debtor's Motion for Entry of Interim Order Authorizing the Use of
Cash Collateral and Granting Adequate Protection.
A copy of the order is available at https://bit.ly/3tEjnTi from
PacerMonitor.com.
About Reytech Services, LLC
Reytech Services, LLC operates a utilities construction company in
Grand Prairie servicing the greater north Texas and surrounding
communities. Its primary business comes from public and municipal
construction projects. Performance of these projects required
surety bonds. Reytech currently has five ongoing project which are
bonded by FCCI Insurance Company.
Reytech sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. N.D. Tex. Case No. 22-40334) on February 17, 2022. In
the petition signed by Doug Patterson, company owner, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Mark X. Mullin oversees the case.
Clayton L. Everett, Esq., at Norred Law, PLLC is the Debtor's
counsel.
FCCI Insurance Company, as creditor, is represented by Law Offices
of Robert M. Fitzgerald, PC and Weinstein Radcliff Pipkin LLP.
SALEM MEDIA: Swings to $41.5 Million Net Income in 2021
-------------------------------------------------------
Salem Media Group, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing net income of
$41.51 million on $258.25 million of total net revenue for the year
ended Dec. 31, 2021, compared to a net loss of $54.06 million on
$236.24 million of total net revenue for the year ended Dec. 31,
2020.
As of Dec. 31, 2021, the Company had $516.11 million in total
assets, $337.90 million in total liabilities, and $178.21 million
in total stockholders' equity.
Salem's principal sources of funds are operating cash flows,
borrowings under credit facilities and proceeds from the sale of
selected assets or businesses. It has historically funded, and will
continue to fund, expenditures for operations, administrative
expenses, and capital expenditures from these sources. The Company
has historically financed acquisitions through borrowings,
including borrowings under credit facilities and, to a lesser
extent, from operating cash flow and from proceeds on selected
asset dispositions. It expects to fund future acquisitions from
cash on hand, borrowings under its credit facilities, operating
cash flow and possibly through the sale of income-producing assets
or proceeds from debt and equity offerings.
"The COVID-19 global pandemic that began in March 2020 materially
impacted our business. We experienced a rapid decline in revenue
from advertising, programming, events, and book sales. Several
advertisers reduced or ceased advertising spending due to the
outbreak and stay-at-home orders that effectively shut many
businesses down. The revenue decline has a more meaningful impact
on our broadcast segment, which derives substantial revenue from
local advertisers who were particularly hard hit due to social
distancing and government interventions, and our publishing
segment, which derives revenue from book sales through retail
stores and live events," Salem said.
"While we see progress being made in revenue returning to
pre-pandemic levels, the COVID-19 pandemic continues to create
significant uncertainty and disruption in the economy. These
uncertainties could materially impact significant accounting
estimates related to, but not limited to, allowances for doubtful
accounts, impairments, and right-of-use assets. As a result, many
estimates and assumptions require increased judgment and carry a
higher degree of variability and volatility. These estimates may
change as new events occur and additional information emerges, and
such changes are recognized or disclosed in its consolidated
financial statements," 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/1050606/000119312522066029/d301480d10k.htm
About Salem Media
Irving, Texas-based Salem Media Group -- http://www.salemmedia.com
-- is a multimedia company specializing in Christian and
conservative content, with media properties comprising radio,
digital media and book and newsletter publishing.
* * *
This concludes the Troubled Company Reporter's coverage of Salem
Media until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
SAMARCO MINERACAO: Creditors Reject New Restructuring Plan
----------------------------------------------------------
Cristiane Lucchesi, writing for Bloomberg News, reports that
creditors from Samarco, jointly owned by Vale SA and BHP Group Ltd,
filed a court document Tuesday rejecting the new restructuring plan
proposed by the company last February 2022.
Bondholders including Bluebay Emerging Market Aggregate Bond Fund
and Canyon Capital Finance said the company's new plan is the same
presented eight months ago, previously rejected, with only "tiny
modifications."
They said that under the new plan, Vale and BHP would still not pay
for what creditors see as their share of the repairs from Samarco's
2015 deadly dam disaster.
About Samarco Mineracao SA
Samarco Mineracao SA is a Brazilian mining joint venture between
BHP Group and Vale SA. It serves as an iron ore processing
company. The company provides blast furnace, direct reduction,
sinter feed, as well as low and normal silica content pellets.
On April 9, 2021, the Debtor filed a voluntary petition for
judicial reorganization in the 2nd Business State Court for the
Belo Horizonte District of Minas Gerais in Brazil pursuant to
Brazilian Federal Law No. 11,101 of Feb. 9, 2005.
Samarco Mineracao filed for Chapter 15 bankruptcy recognition
(Bankr. S.D.N.Y. Case No. 21-10754) on April 19, 2021, in New York,
to seek U.S. recognition of its Brazilian proceedings.
The Debtor's U.S. counsel is Thomas S. Kessler of Cleary Gottlieb
Steen & Hamilton LLP.
SCIENTIFIC GAMES: Considering Refinancing of Credit Facilities
--------------------------------------------------------------
Scientific Games Corporation, a Nevada corporation doing business
as Light & Wonder, in connection with the pending divestiture of
its Lottery business to Brookfield Business Partners L.P. (together
with its institutional partners) and its previously announced
deleveraging plans, is considering a redemption and/or refinancing
of its existing senior secured credit facilities and certain of its
outstanding notes. In connection therewith, Scientific Games
International, Inc., a wholly-owned subsidiary of the Company, has
delivered conditional notices of redemption regarding all of SGI's
outstanding 5.000% Senior Secured Notes due 2025, 3.375% Senior
Secured Euro Notes due 2026, 5.500% Senior Unsecured Euro Notes due
2026, and 8.250% Senior Unsecured Notes due 2026. Each such
redemption is conditioned on the satisfaction or waiver by SGI of
the following conditions prior to the redemption date: (i) the
consummation of the Pending Lottery Divestiture, (ii) the
consummation of a financing consisting of a new senior secured
credit facility on terms and conditions satisfactory in all
respects to SGI, in its sole and absolute discretion, on or prior
to the contemplated redemption dates and (iii) the delivery of a
notice that such conditions have been consummated or waived by SGI.
The Company gives no assurance that those conditions will be
satisfied or waived with respect to the redemption of any or all
outstanding Notes.
About Scientific Games
Based in Las Vegas, Nevada, Scientific Games Corporation
(NASDAQ:SGMS) -- http://www.scientificgames.com-- is a developer
of technology-based products and services and associated content
for the worldwide gaming, lottery, social and digital gaming
industries. Its portfolio of revenue-generating activities
primarily includes supplying gaming machines and game content,
casino-management systems and table game products and services to
licensed gaming entities; providing instant and draw-based lottery
products, lottery systems and lottery content and services to
lottery operators; providing social casino solutions to retail
consumers and regulated gaming entities, as applicable; and
providing a comprehensive suite of digital RMG and sports wagering
solutions, distribution platforms, content, products and services.
Scientific Games reported a net loss of $548 million for the year
ended Dec. 31, 2020, a net loss of $118 million for the year ended
Dec. 31, 2019, and a net loss of $352 million for the year ended
Dec. 31, 2018. As of Sept. 30, 2021, the Company had $7.85 billion
in total assets, $10.04 billion in total liabilities, and a total
stockholders' deficit of $2.19 billion.
SIMPLY FIT: Wins Emergency Cash Collateral Access
-------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division, has authorized Simply Fit, LLC to use cash collateral in
accordance with most recent interim order entered on September 17,
2021.
As previously reported by the Troubled Company Reporter, the Debtor
was permitted to use cash collateral to pay: (a) amounts expressly
authorized by the Court, including payments to the U.S. Trustee for
quarterly fees; (b) the current and necessary expenses set forth in
the budget plus an amount not to exceed 10% for each line item; and
(c) additional amounts as may be expressly approved in writing by
United Community Bank.
The Court said each creditor with a security interest in cash
collateral will have a perfected post-petition lien against cash
collateral to the same extent and with the same validity and
priority as the prepetition lien, without the need to file or
execute any document as may otherwise be required under applicable
non bankruptcy law.
A copy of the order is available at https://bit.ly/3vPqxXg from
PacerMonitor.com.
About Simply Fit, LLC
Simply Fit, LLC owns and operates an Anytime Fitness franchise gym
in Largo, Florida. Simply Fit provides its members with 24-hour
access to its state-of-the-art fitness facilities and more than
4,700 additional locations worldwide, as well as optional fitness
consultants, team workouts, and personal training.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. Md. Fla. Case No. 21-04636) on September 8,
2021. In the petition signed by Tyrone Joy, authorized member, the
Debtor disclosed up to $100,000 in assets and up to $1 million in
liabilities.
Judge Catherine Peek McEwen oversees the case.
Amy Denton Harris, Esq., at Stichter, Riedel, Blain & Postler, P.A.
is the Debtor's counsel.
SIRIUS XM: Egan-Jones Keeps BB+ Senior Unsecured Ratings
--------------------------------------------------------
Egan-Jones Ratings Company on February 7, 2022, maintained its
'BB+' foreign currency and local currency senior unsecured ratings
on debt issued by Sirius XM Holdings Inc.
Headquartered in New York, New York, Sirius XM Holdings Inc.
broadcasts various channels of audio from its satellites.
SK HOLDCO: S&P Downgrades ICR to 'CCC-' on Rising Liquidity Risk
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on SK HoldCo
LLC (Service King) to 'CCC-' from 'CCC', its rating on its senior
secured debt to 'CCC-' from 'CCC', and its rating on its senior
unsecured notes to 'C' from 'CC'.
The negative outlook reflects the increased risk that the company
will default on its debt. This could include a payment default or a
refinancing or restructuring transaction that S&P considers
distressed because its debtholders receive less than par.
Service King faces heightened refinancing risk related to its
senior unsecured notes due Oct. 1, 2022, and its term loan B, which
has a springing maturity that states if at least $135 million
remains outstanding on the senior unsecured notes on July 1, 2022,
the entire $775 million term loan B becomes current on that date
(rather than its 2025 maturity).
S&P said, "We affirmed our assessment of Service King's liquidity
at weak because of the July 1, 2022, springing maturity on its term
loan, which will cause the entire $775 million term loan to become
current if more than $135 million of its $375 million unsecured
notes due Oct. 1, 2022, remain outstanding on that date. We include
$241 million (the difference between the $375 million notes and the
maximum allowed to avoid a springing maturity on the term loan) of
debt repayment in our liquidity assumptions over the next six
months. The weak assessment reflects our expectation that Service
King's sources of liquidity will be less than 0.2x its uses over
the next 12 months after accounting for these upcoming maturities.
Service King does have $75 million of restricted cash that may only
be used to repay, repurchase or defease the Senior Notes, which is
included in our liquidity calculation.
"We continue to believe a debt restructuring is likely. Service
King faces continued (albeit less so) weak collision volumes,
increasing labor costs, and elevated refinancing risks, thus we
view a distressed exchange as increasingly likely as it seeks to
address its capital structure and upcoming debt maturities.
"The negative outlook reflects the increased risk that Service King
will default on its debt. This could occur due to a payment default
or a refinancing or restructuring transaction that we consider
distressed because its debtholders receive less than par. It also
reflects the uncertainty over how quickly the company's revenue and
margins will stabilize given the ongoing recovery from the
pandemic.
"We would lower our rating on Service King if it enters into a debt
exchange that we view as distressed or a bankruptcy or default
appear inevitable over the next six months. This could occur if the
company fails to address the maturity of its notes due Oct. 1,
2022, given the springing maturity on its term loan B.
"We could raise our rating on Service King if it successfully
refinances its unsecured notes without undertaking a debt exchange
that we view as a selective default."
SKY INN OPERATION: Files Emergency Bid to Use Cash Collateral
-------------------------------------------------------------
Sky Inn Operation, Inc. and Austin Airport Suites, LLC ask the U.S.
Bankruptcy Court for the Western District of Texas, Austin
Division, for authority to use cash collateral in accordance with
the 120-day budget.
The Debtors require the use of cash collateral for payment of
normal, necessary, and appropriate expenses of operating the
Staybridge Hotel located at 1611 Airport Commerce Drive, Austin,
Texas 78741.
Sky Inn and AAS, as borrowers, jointly executed a promissory note
in the original principal amount of $11,000,000, dated January 23,
2015, payable to the order of UBS Real Estate Securities Inc. The
Note is now held by RSS COMM2015-DC1-TX SIO, LLC.
Payment of the Note is secured by (a) a Fee and Leasehold Deed of
Trust and Security Agreement, dated January 23, 2015, executed by
both Sky Inn and AAS, granting a first lien on the Hotel and
certain personal property described therein, including leases and
rents, and (b) by an Assignment of Leases and Rents, dated January
23, 2015, executed by both Sky Inn and AAS.
Sky Inn and AAS believe the fair market value of the Staybridge
Hotel is at least $17,400,000, based on an appraisal report dated
December 18, 2014. Sky Inn and AAS also believe the debt owed to
RSS, including all principal and interest, is $9,000,000.
As adequate protection for the Debtors' use of cash collateral, RSS
will retain its liens, and will be granted an administrative claim
and replacement liens upon any proceeds of its pre-petition
collateral, to the extent that the proposed used of Cash Collateral
results in a decrease, if any, in the value of RSS's collateral
interests.
A copy of the motion and the Debtor's budget for the period from
March to May 2022 is available at https://bit.ly/3pPI7Xt from
PacerMonitor.com.
The Debtor projects $494,014 in gross income and $298,517 in total
expenses for March 2022.
About Sky Inn Operation, Inc.
Sky Inn Operation, Inc. owns real property locally known as the
Staybridge Hotel located at 1611 Airport Commerce Drive, Austin,
Texas 78741. AAS is renting the Hotel pursuant to a lease agreement
dated June 23, 2008.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 22-10134) on February
28, 2022. In the petition signed by Armando Batarse Cardenas,
president of Sky Inn Hotels & Suites, Inc., sole shareholder, the
Debtor disclosed up to $50 million in assets and up to $10 million
in liabilities.
Judge Tony M. Davis oversees the case.
C. Daniel Roberts, Esq., at C. Daniel Roberts, PC and Keil C.
Mercer, Esq., at Kell C. Mercer PC represent the Debtor as
counsel.
SOUTH SKY: Files Emergency Bid to Use Cash Collateral
-----------------------------------------------------
South Sky Aviation Corporation D/B/A Florida Aviation Academy ask
the U.S. Bankruptcy Court for the Southern District of Florida,
Fort Lauderdale Division, for authority to use cash collateral and
provide adequate protection to the U.S. Small Business
Administration.
The Debtor requires the use of cash collateral to preserve the
going concern value of its property and maintain ordinary course
operations for the benefit of all creditors and
parties-in-interest.
On June 1, 2020, the Debtor obtained a COVID-19 Economic Injury
Disaster Loan from the SBA in the principal amount of $150,000.
Contemporaneously with the closing of the EIDL Loan, the SBA filed
a form UCC-1 Financing Statement with the Florida Secured
Transaction Registry on June 9, 2020, under File No. 202002146592,
which indicates the SBA has a perfected interest on all of the
Debtor's assets.
As of the Petition Date, the payoff balance of the EIDL Loan is
$153,907.
South Sky Aviation says its expenditures will be limited to those
specifically authorized in the Budget, with a 10% variance, where
amounts are so provided, on a cumulative line-by-line basis. In
addition, the Debtor will not pay any pre-petition debt except as
may be specifically authorized by the Court.
The Debtor will adequately protect the SBA's interests in cash
collateral by, among other things, providing post-petition security
interests in the Debtor’s assets of the same type as the SBA held
pre-petition to the extent the Debtor's use of cash collateral
results in a post-petition decrease in the value of the Collateral
securing the SBA's claims. The post-petition security interests
will be of the same validity and priority as the SBA's pre-petition
liens and security interests.
A copy of the motion and the Debtor's budget through March 18,
2022, is available at https://bit.ly/3KwkRWt from
PacerMonitor.com.
The Debtor projects $40,200 in total revenue and $22,327 in total
expenses.
About South Sky Aviation Corporation
South Sky Aviation Corporation is an FAA-approved Part 141 flight
school that has been training professional pilots for 21 years.
South Sky Aviation is located in Pompano Beach, Florida, and
situated at a general aviation airport with three runways and an
air traffic control tower.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-11769-SMG) on March
3, 2022. In the petition signed by John Fitzgerald, president and
director, the Debtor disclosed up to $500,000 in assets and up to
$1 million in liabilities.
Robert P. Charbonneau, Esq., at Agentis PLLC, is the Debtor's
counsel.
SOUTHWEST AIRLINES: Egan-Jones Keeps BB Senior Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company on February 7, 2022, maintained its 'BB'
foreign currency and local currency senior unsecured ratings on
debt issued by Southwest Airlines Co.
Headquartered in Dallas, Texas, Southwest Airlines Co. is a
domestic airline that provides primarily short-haul,
high-frequency, and point-to-point services.
SPIRIT AIRLINES: Egan-Jones Keeps CCC+ Senior Unsecured Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company on February 7, 2022, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by Spirit Airlines, Inc.
Headquartered in Miramar, Florida, Spirit Airlines, Inc. owns and
operates airlines.
SPX FLOW: Moody's Assigns 'B3' CFR & Rates 1st Lien Term Loan 'B2'
------------------------------------------------------------------
Moody's Investors Service assigned SPX Flow, Inc. a B3 corporate
family rating and a B3-PD probability of default rating. In
addition, Moody's assigned a B2 rating to the company's senior
secured first lien term loan and revolving credit facility and a
Caa2 rating to the company's unsecured notes. The outlook is
stable.
Proceeds will help fund the acquisition of SPX Flow, Inc. by
affiliates of Lone Star Funds for approximately $3.8 billion in
cash.
Assignments:
Issuer: SPX Flow, Inc.
Corporate Family Rating, Assigned B3
Probability of Default Rating, Assigned B3-PD
Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3)
Senior Secured 1st Lien Revolving Credit Facility, Assigned B2
(LGD3)
Gtd Senior Unsecured Regular Bond/Debenture, Assigned Caa2 (LGD5)
Outlook Actions:
Issuer: SPX Flow, Inc.
Outlook, Assigned Stable
RATINGS RATIONALE
SPX Flow, Inc.'s ratings reflect its good scale and geographic
diversification as a global manufacturer of commercial
process-oriented products ranging from mixers and blenders to heat
exchangers. Through its two operating segments, Nutrition and
Health (N&H) and Precision Solutions (PS), the company has a
well-diversified customer base that spans a variety of end markets.
SPX Flow's largest end market exposure is to the stable food and
beverage industry and over one-third of the company's revenue is
derived from high margin aftermarket sales.
However, SPX Flow has high pro forma debt-to-EBITDA resulting from
the LBO of the company that Moody's anticipates will exceed 7.5
times at the end of 2022 on a Moody's adjusted basis. In addition,
SPX Flow's free cash flow will be constrained by more than $100
million of annual interest expense.
Moody's expects SPX Flow will grow the topline in the 5% - 7% range
in 2022 driven by favorable pricing and growth in key customer
accounts. Moody's also expects the company to experience margin
expansion from cost containment initiatives together with growth in
the high margin aftermarket business. This will enable
debt-to-EBITDA to approach 6.5 times by the end of 2023.
Moody's expects SPX Flow to have good liquidity, supported by free
cash flow of $70 - $90 million annually over the next year and
access to a new $200 million 5-year revolving credit facility.
The stable outlook reflects Moody's expectation that SPX Flow's
revenue will grow organically while margins strengthen, such that
debt-to-EBITDA will improve to below 7 times over the next 12-18
months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if SPX Flow continues to grow its
size and scale, is able to sustain debt-to-EBITDA below 6.5 times
and EBITA-to-interest above 2.5 times.
The ratings could be downgraded if SPX Flow's debt-to-EBITDA
increases from pro-forma levels, EBITA-to-interest falls below 1.5
times, or if the company makes a large debt funded acquisition
and/or dividend. In addition, if liquidity weakens the ratings
could be downgraded.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
Headquartered in Charlotte, NC, SPX Flow, Inc. is a global provider
of process technologies that perform mixing, blending, fluid
handling, separation, thermal heat transfer and other activities
performed across a variety of nutrition, health and industrial
markets. Key products include pumps, valves, homogenizers, mixers,
air dryers, hydraulic tools, separators and heat exchangers, along
with related aftermarket parts and services. The company is
controlled by private equity firm Lone Star Funds.
SPX FLOW: S&P Lowers ICR to 'B-' on Increased Leverage from LBO
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on SPX Flow
Inc. to 'B-' from 'BB', reflecting a significant increase in
leverage from the acquisition. S&P removed the rating from
CreditWatch, where S&P placed it with negative implications on Dec.
15, 2021.
S&P said, "We assigned our 'B-' issue-level rating and '3' recovery
rating (rounded estimate: 60%) to the company's proposed first-lien
credit facilities. We also assigned our 'CCC+' issue-level rating
and '5' recovery rating (rounded estimate: 10%) to the company's
proposed unsecured notes.
"The stable outlook on SPX Flow reflects our expectation that S&P
Global Ratings-adjusted leverage will improve toward 7x over the
next 12 months, as prior and planned management actions combined
with a continued favorable end market environment meaningfully
improve EBITDA generation."
Affiliates of private-equity sponsor Lone Star Funds are acquiring
industrial component manufacturer SPX Flow Inc. for approximately
$3.8 billion.
SPX Flow is issuing debt to fund the transaction, which S&P Global
Ratings expects will close in the second calendar quarter of 2022.
The proposed debt financing will consist of an undrawn $200 million
first-lien revolving credit facility, $1.54 billion first-lien term
loan, and $570 million unsecured notes.
S&P said, "The downgrade reflects a substantial increase in SPX
Flow's S&P Global Ratings-adjusted leverage following the
acquisition by Lone Star. The acquisition will significantly
increase the company's debt burden. We expect SPX Flow to improve
leverage to the 7x-8x range by the end of 2022 from an estimated
10x-11x in 2021 pro forma for the transaction financing. We believe
deleveraging over the next 12 months will be primarily driven by
EBITDA growth, with a sizable boost to EBITDA in 2022 largely due
to the benefits of pricing and cost actions in 2021. Improved
EBITDA should also drive continued positive free cash flow
generation despite a higher interest burden. Still, we expect
leverage will remain above 7x during the next 12 months, which we
consider high compared to 'B' rated peers.
"We expect EBITDA margins to expand in 2022 and 2023 on price and
cost actions. SPX Flow expanded its EBITDA margin 170 basis points
in 2021 due primarily to volume leverage, favorable product mix,
and modestly positive price/cost despite industrywide supply chain
disruptions. We believe the company can pass on cost inflation to
customers through price increases, with about a one-quarter lag.
SPX Flow took multiple pricing actions in 2021 and early 2022, and
these benefits should flow through to earnings this year. In
addition, management instituted a global cost productivity program
in 2021 focused on reducing selling, general, and administrative
(SG&A) costs, the benefits of which will be fully realized in 2022.
The elimination of public company costs will also benefit SG&A.
While continued substantial supply chain disruptions and
inflationary pressures pose a risk to our forecast, we believe
management's actions, including planned cost-saving initiatives and
continued 80/20 implementation, should meaningfully expand margin
over the next 12-24 months."
Demand prospects remain favorable. S&P expects demand in the
company's Nutrition & Health and Precision Solutions segments to
remain healthy over the next 1-2 years, driven by a broad-based
recovery in macroeconomic activity and a relatively stable
aftermarket business, which accounts for about 35% of total revenue
and 50% of profitability. SPX Flow enters 2022 with a 12% higher
backlog, including some fourth-quarter shipments deferred to early
2022 by supply chain disruptions, which further supports our
expectation for revenue growth.
Environmental, social, and governance credit factors for this
credit rating change:
-- Governance – Governance structure
The stable outlook on SPX Flow reflects S&P's expectation that the
company's S&P Global Ratings-adjusted leverage will improve toward
7x over the next 12 months, as prior and planned management actions
combined with a continued favorable end market environment
meaningfully improve EBITDA generation.
S&P could lower its rating on SPX Flow over the next 12 months if:
-- S&P believes the company's S&P Global Ratings-adjusted leverage
will remain very high and it views the capital structure as
unsustainable. This could occur if the company does not
sufficiently improve its earnings, for instance due to persistent
supply chain constraints or unforeseen operating costs; or
-- The company's liquidity sources (including cash and revolver
availability) materially decline because of a weakened operating
performance.
S&P could raise its rating on SPX Flow if:
-- It improves and sustains S&P Global Ratings-adjusted debt to
EBITDA of less than 7x; and
-- The company demonstrates its commitment to maintaining such
leverage even when incorporating potential future dividends and
acquisitions.
ESG credit indicators: to E-2, S-2, G-3 from E-2, S-2, G-2
S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of SPX Flow, as is the
case for most rated entities owned by private-equity sponsors. We
believe the company's highly leveraged financial risk profile
points to corporate decision-making that prioritizes the interests
of controlling owners. This also reflects generally finite holding
periods and a focus on maximizing shareholder returns.
Environmental and social factors are an overall neutral
consideration. The company is exposed to both industrial and
nutrition and health related end markets. While we expect SPX Flow
to benefit from positive demographic demand trends over time (such
as an increasing population, changing consumer dietary habits
toward plant-based diets, and standards for food safety), we view
the company's exposure to industrial environmental risks, primarily
within its chemical and mining markets, as largely offsetting these
benefits."
ST. JOHNS PROFESSIONAL: Seeks Cash Collateral Access
----------------------------------------------------
St. Johns Professional Center, LLC asks the U.S. Bankruptcy Court
for the Middle District of Florida, Jacksonville Division, for
authority to use the cash collateral of RCH/KCP 2017 Fund, LLC.
The Debtor requires the use of cash collateral to meet
post-petition contractual and tax obligations related to payroll,
inventory and equipment owned by the Debtor and ongoing business
operations.
On December 8, 2005, the Borrower executed and delivered to RCH/KCP
2017 Fund, LLC (through predecessor in interest) a Promissory Note
and Mortgage and Security Agreement and Assignment of Leases and
Rents in the original principal amount of $892,067. Rents,
accounts receivable, chattel paper, contracts, documents, cash,
bank accounts, etc. were pledged as collateral. This loan has been
assigned/sold to RCH/KCP 2017 Fund, LLC prior to the filing of the
Chapter 11 case.
As of the Petition Date, the Debtor was indebted to RCH/KCP 2017
Fund, LLC in the approximate amount of $1,241,111.
The Debtor is willing to enter into an agreement with the primary
secured creditor to provide a post-petition replacement lien of a
continuing nature on all post-petition accruing cash collateral to
the secured creditor.
As copy of the motion and the Debtor's monthly budget is available
for free at https://bit.ly/3sUlWS4 from PacerMonitor.com.
The budget provides for $8,700 in total income and $8,653 in total
expenses.
About St. Johns Professional Center, LLC
St. Johns Professional Center, LLC is primarily engaged in renting
and leasing real estate properties. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case
No. 22-00466) on March 6, 2022. In the petition signed by Adam J.
Kohl, manager, the Debtor disclosed $1,524,514 in assets and
$1,290,268 in liabilities.
Bryan Mickler, Esq., at the Law Offices of Mickler and Mickler,
LLP, is the Debtor's counsel.
STEREOTAXIS INC: Incurs $10.7 Million Net Loss in 2021
------------------------------------------------------
Stereotaxis, Inc. reported a net loss of $10.72 million on $35.02
million of total revenue for the year ended Dec. 31, 2021, compared
to a net loss of $6.65 million on $26.63 million of total revenue
for the year ended Dec. 31, 2020.
For the three months ended Dec. 31, 2021, the Company reported a
net loss of $3.35 million on $8.24 million of total revenue,
compared to a net loss of $1.18 million on $6.82 million of total
revenue for the three months ended Dec. 31, 2020.
As of Dec. 31, 2021, the Company had $60.98 million in total
assets, $21.56 million in total liabilities, $5.58 million in
series A - convertible preferred stock, and $33.84 million in total
stockholders' equity.
At Dec. 31, 2021, Stereotaxis had cash and cash equivalents,
including restricted cash, of $40.1 million and no debt.
"In 2021 we delivered significant revenue growth, drove a
resurgence in adoption of robotics, advanced a broad wave of
transformational innovations, and maintained financial discipline,"
said David Fischel, Chairman and CEO.
"Renewed global adoption of robotic systems drove revenue growth of
32% for the year. We sold seven systems during 2021, the majority
to hospitals establishing new robotic programs. We begin 2022 with
purchase orders for four robotic systems and an expectation of
multiple additional near-term orders that should drive revenue
growth for this year. However, replacement activity remains below
normalized levels with multiple opportunities delayed predominantly
due to hospital construction supply chain and labor issues."
"Stereotaxis is methodically advancing a robust innovation pipeline
including a novel accessible robot, proprietary ablation catheters,
vascular navigation devices, and an operating room connectivity
solution. We expect regulatory submissions and initial commercial
launches for all these within the next year and a half.
Collectively, they serve as the foundational product ecosystem for
a preeminent medical robotics company which can broadly transform
endovascular interventions."
"Concurrent with our commercial and technological progress, we are
enhancing our infrastructure and team. We established a new
headquarters and manufacturing facility that will support many
years of growth. This progress is made while remaining prudent
with shareholder capital. Stereotaxis starts the year with $40
million in cash and a modest controlled operating loss as we invest
in innovation and growth."
A full-text copy of the press release is available for free at:
https://www.sec.gov/Archives/edgar/data/1289340/000149315222005899/ex99-1.htm
About Stereotaxis
Based in St. Louis, Missouri, Stereotaxis, Inc. --
http://www.stereotaxis.com-- designs, manufactures and markets an
advanced robotic magnetic navigation system for use in a hospital's
interventional surgical suite, or "interventional lab", that the
Company believes revolutionizes the treatment of arrhythmias by
enabling enhanced safety, efficiency, and efficacy for
catheter-based, or interventional, procedures. The Company's
primary products include the Genesis RMN System, the Odyssey
Solution, and related devices. The Company also offers to its
customers the Stereotaxis Imaging Model S x-ray System.
Stereotaxis reported a net loss of $6.65 million for the year ended
Dec. 31, 2020, a net loss of $6.65 million for the year ended Dec.
31, 2020, and a net loss of $4.59 million for the year ended Dec.
31, 2019. As of Sept. 30, 2021, the Company had $61.92 million in
total assets, $21.76 million in total liabilities, $5.58 million in
convertible preferred stock, and $34.57 million in total
stockholders' equity.
STONEX GROUP: Egan-Jones Keeps BB+ Senior Unsecured Ratings
-----------------------------------------------------------
Egan-Jones Ratings Company on February 10, 2022, maintained its
'BB+' foreign currency and local currency senior unsecured ratings
on debt issued by StoneX Group Inc. EJR also maintained its 'B'
rating on commercial paper issued by the Company.
Headquartered in New York, New York, StoneX Group Inc. is an
institutional-grade financial services network that connects
companies, organizations, and investors to the global markets
ecosystem through digital platforms, end-to-end clearing, and
execution services.
TAKATA CORP: Appeal From Dismissal of Airbag Suit May Proceed
-------------------------------------------------------------
The appeals case captioned ERIC D. GREEN, TRUSTEE, Appellant, v.
MITSUI SUMITOMO INSURANCE COMPANY, LIMITED, Appellee, C.A. No.
22-9-RGA. Bankr. BAP No. 22-1 (D. Del.), is brought by Eric D.
Green, in his capacity as trustee of the PSAN PI/WD Trust d/b/a the
Takata Airbag Tort Compensation Trust Fund.
The Bankruptcy Court dismissed the Trustee's complaint for
declaratory relief by the Trustee for the Takata Airbag Tort
Compensation pending in an adversary proceeding where the
Bankruptcy Court held that: (1) the Trustee's claim for declaratory
relief was not a core proceedings, and (2) the form selection
clauses in the MSI insurance policies must be enforced in this
matter.
After meeting and conferring, the parties were unable to agree
regarding mediation. The Trustee strongly believes the parties
would benefit from a mediation that provides the opportunity to
reach a global settlement of their dispute, the benefit of which
avoids unnecessary costs and time involved in protracted
litigation, and would delay the recoveries available to the
beneficiaries of the Trust, who include those individuals who have
been allegedly injured or killed by Takata's defective airbags. The
Trustee offered to mediation in Japan, which MSI declines.
Therefore, the parties should work together to resolve their
issues.
MSI argues this appeal relies on a legal analysis of whether the
Bankruptcy Court was correct in its finding that it lacked
jurisdiction over the adversary proceeding because this proceeding
is an insurance coverage dispute and is not a core proceeding; and
any coverage dispute must be resolved by a Japanese court
consistent with Japanese law under the forum selection and
designation of law clauses in the MSI insurance policies. It
contends that because this matter represents a binary legal issues,
it maintains that this appeal is not amenable to mediation and
would not be a productive exercise. It further contends that no
settlement is likely without a final appellate decision addressing
the jurisdiction issues adjudicated by the Bankruptcy Court.
Although the parties have not been involved in formal mediation,
they have discussed and briefed the legal questions for the past
four years. The parties did not propose a briefing schedule.
Chief Magistrate Judge Mary Pat Thynge of the United States
District Court for the District of Delaware recommends that,
pursuant to paragraph 2(a) Procedures to Govern Mediation of
Appeals from the United States Bankruptcy Court for this District
and 28 U.S.C. Section 636(b), this matter be withdrawn from the
mandatory referral for mediation and proceed through the appellate
process of the District Court. The parties were advised of their
right to file objections to the Recommendation pursuant to 28
U.S.C. Section 636(b)(1)(B), FED. R. CIV. P. 72(a) and D. DEL. LR
72.1.
A full-text copy of the Recommendation dated February 25, 2022, is
available at https://tinyurl.com/3pcbnmwk from Leagle.com.
About TAKATA Corp.
Japan-based Takata Corporation (TYO:7312) --
http://www.takata.com/en/-- develops, manufactures, and sells
safety products for automobiles. The Company offers seatbelts,
airbags, steering wheels, child seats, and trim parts.
Headquartered in Tokyo, Japan, Takata operates 56 plants in 20
countries with approximately 46,000 global employees worldwide. The
Company has subsidiaries located in Japan, the United States,
Brazil, Germany, Thailand, Philippines, Romania, Singapore, Korea,
China, and other countries. Takata Corp. filed for bankruptcy
protection in Tokyo and the U.S., amid recall costs and lawsuits
over its defective airbags. Takata and its Japanese subsidiaries
commenced proceedings under the Civil Rehabilitation Act in Japan
in the Tokyo District Court on June 25, 2017.
Takata's main U.S. subsidiary TK Holdings Inc. and 11 of its U.S.
and Mexican affiliates each filed voluntary petitions under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
17-11375) on June 25, 2017. Together with the bankruptcy filings,
Takata announced it has reached a deal to sell all its global
assets and operations to Key Safety Systems (KSS) for US$1.588
billion.
Nagashima Ohno & Tsunematsu is Takata's counsel in the Japanese
proceedings. Weil, Gotshal & Manges LLP and Richards, Layton &
Finger, P.A., are serving as counsel in the U.S. cases.
PricewaterhouseCoopers is serving as financial advisor, and Lazard
is serving as investment banker to Takata. Ernst & Young LLP is
tax advisor. Prime Clerk is the claims and noticing agent. The
Debtors Meunier Carlin & Curfman LLC, as special intellectual
property counsel.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel, KPMG is serving as financial advisor, Jefferies LLC is
acting as lead financial advisor. UBS Investment Bank also
provides financial advice to KSS.
On June 28, 2017, TK Holdings, as the foreign representative of the
Chapter 11 Debtors, obtained an order of the Ontario Superior Court
of Justice (Commercial List) granting, among other things, a stay
of proceedings against the Chapter 11 Debtors pursuant to Part IV
of the Companies' Creditors Arrangement Act. The Canadian Court
appointed FTI Consulting Canada Inc. as information officer. TK
Holdings, as the foreign representative, is represented by McCarthy
Tetrault LLP.
The U.S. Trustee has appointed an Official Committee of Unsecured
Trade Creditors and a separate Official Committee of Tort
Claimants.
The Official Committee of Unsecured Creditors has selected
Christopher M. Samis, Esq., L. Katherine Good, Esq., and Kevin F.
Shaw, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington,
Delaware; Dennis F. Dunne, Esq., Abhilash M. Raval, Esq., and Tyson
Lomazow, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York;
and Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley & McCloy
LLP, in Washington, D.C., as its bankruptcy counsel. The Committee
has also tapped Chuo Sogo Law Office PC as Japan counsel. The
Official Committee of Tort Claimants selected Pachulski Stang Ziehl
& Jones LLP as counsel. Gilbert LLP will evaluate the insurance
policies. Sakura Kyodo Law Offices is serving as special counsel.
Roger Frankel, the legal representative for future personal injury
claimants of TK Holdings Inc., et al., tapped Frankel Wyron LLP and
Ashby & Geddes PA to serve as co-counsel.
Takata Corporation ("TKJP") and affiliates Takata Kyushu
Corporation and Takata Services Corporation commenced Chapter 15
cases (Bankr. D. Del. Case Nos. 17-11713 to 17-11715) on Aug. 9,
2017, to seek U.S. recognition of the civil rehabilitation
proceedings in Japan. The Hon. Brendan Linehan Shannon oversees the
Chapter 15 cases. Young, Conaway, Stargatt & Taylor, LLP, serves as
Takata's counsel in the Chapter 15 cases.
In February 2018, the U.S. Bankruptcy Court confirmed the Fifth
Amended Chapter 11 Plan of Reorganization filed by TK Holdings,
Inc. ("TKH"), Takata's main U.S. subsidiary, and certain of TKH's
subsidiaries and affiliates.
TENRGYS LLC: May Use PanAm19 Cash Collateral on Final Basis
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
has authorized Tenrgys, LLC to continue using the cash collateral
of PanAm19 Holdings, LLC on a final basis.
The Debtor is permitted to continue using the cash collateral in
the ordinary course of the Debtors' business and in a manner
consistent with past practice, including (but not limited to) all
of the Debtors' cash on hand as well as production revenues the
Debtors earn from the operation of oil-and-gas properties in which
certain of the Debtors own Working Interests, on a final basis,
through and including the earlier of the effective date of the
reorganization plan, or the Outside Date defined and described in
the Second Amended & Restated Restructuring Support and Lock-Up
Agreement.
Should the Effective Date of the Plan not occur prior to the
Outside Date set forth in the Restructuring Support Agreement, the
Court said PanAm is entitled to adequate protection of PanAm's
interest in the Debtors' assets and cash collateral, which the
Debtors may dispute only if the Effective Date of the Plan does not
occur, solely to the extent of any decrease in the value of PanAm's
interests (which the Debtors may dispute) arising under the Secured
Loan in any of the Debtors' assets that are subject to valid,
perfected, non-avoidable liens thereunder, which may include cash
collateral, that may occur between the Petition Date and the Cash
Collateral Termination Date.
As adequate protection for the Debtor's use of cash collateral,
PanAm is granted a valid, perfected replacement security interest
in and lien upon (i) all of the Debtors' assets that are subject to
a valid, perfected, non-avoidable lien in favor of PanAm, which the
Debtors may dispute, and (ii) all tangible and intangible pre-and
postpetition property of the Debtors.
As further adequate protection, PanAm is granted an allowed
superpriority administrative expense claim as provided for in
section 507(b) of the Bankruptcy Code.
A copy of the final order is available for free at
https://bit.ly/37fBWFN from PacerMonitor.com.
About Tenrgys LLC
Tenrgys, LLC operates as an oil and gas exploration and production
company. It is headquartered in Ridgeland, Miss.
Tenrgys and its affiliates filed their voluntary petitions for
Chapter 11 protection (Bankr. S.D. Miss. Lead Case No. 21-01515) on
Sept. 17, 2021, listing as much as $500 million in both assets and
liabilities. Richard H. Mills, Jr., manager, signed the
petitions.
Judge Jamie A. Wilson oversees the cases.
Copeland, Cook, Taylor & Bush, P.A. and FTI Consulting, Inc. serve
as the Debtors' legal counsel and financial advisor, respectively.
PanAm19 Holdings, LLC, as successor lender and successor
administrative agent under Tenrgys's prepetition Second Amended and
Restated Credit Agreement, is represented by James A. McCullough
II, Esq., at Brunini, Grantham, Grower & Hewes, PLLC.
TEX-GAS HOLDINGS: Deed of Trust Not Enforceable Lien, Court Rules
-----------------------------------------------------------------
Paul Heffner was introduced to various family members of Lui So
Yuk, Sham Wai Bun, Jay L. Krystinik between 2016 and 2017 as the
boyfriend of the aunt of Sham Chi Hin Adrian a/k/a Adrian Sham.
Adrian is the son of Sham Wai Bun and he is married to the daughter
of Lui So Yuk. Adrian was the "go between" of Heffner, Bun and Yuk.
Adrian speaks English fluently; and Heffner did not speak Cantonese
which is the primary language of Bun and Yuk. Adrian, Heffner, Bun
and Yuk are, or were, residents of Hong Kong.
Over time Heffner became a part of Adrian's extended family due to
his relationship with Adrian's aunt, trust developed, and Heffner
encouraged the family to invest with him. Heffner presented himself
as controlling various entities, including Adamas Ping An
Opportunity Fund via Adamas Asset Management. Heffner was also
connected via various business dealings to debtor Tex-Gas Holdings,
LLC, both as a director of its parent company (Gate Corporation
Limited), and in prior business dealings in obtaining financing to
refinance real property and a chemical plant to be used in the
recycling of vulcanized rubber.
Additionally, Heffner unsuccessfully attempted to obtain additional
financing for the operation of the vulcanized rubber recycling
facility. Heffner sought various loans from Bun and Yuk via
proposals made to Adrian. As part of these various loans, Bun and
Yuk made advances of funds that they believed were for a project
called Project Polymer (the vulcanized rubber recycling
plant/land), they additionally believed that these loans were
secured by this project; i.e., the real property and chemical plant
of the Debtor.
These loans were to fund the future operations of Tex-Gas as a
vulcanized rubber recycler. This project was never funded, and the
funds advanced by Bun and Yuk were only partially transferred to
the parent corporation of Tex-Gas, Gate Corporation Limited. Gate
Corp.'s directors included Heffner, and he used that position to
guarantee a three-million-dollar loan on Tex-Gas's behalf.
An adversary proceeding was filed against Bun, Yuk, Krystinik, and
Fortune Insight Limited, seeking a declaratory judgment resolving
the dispute as to whether a lien existed regarding Yuk and Bun's
efforts to foreclose on a deed of trust, and Fortune Insight's
failure to abide by its financing obligations under the Promissory
Note, Loan Agreement, and Deed of Trust. A Default Judgment was
entered against Fortune Insight Limited for its failure to appear
in this adversary proceeding. The remaining defendants are Bun and
Yuk.
The Plaintiff now seeks expungement and release of the lien, and
disallowance of the proofs of claims filed by Yuk and Bun as set
forth in its objections to their claims, which have been
consolidated with this adversary proceeding. Plaintiff also
requests a declaratory judgment regarding the lien asserted by Yuk
and Bun, avoidance of any lien asserted by Yuk and Bun against the
real property and plant of the plaintiff, a judgment against Yuk
and Bun for breach of contract, and an award of attorney's fees and
costs against Yuk and Bun.
The Debtor asserts that the lien recorded in the Matagorda County
real property records is invalid and must be expunged because
Defendants failed to advance funds to Tex-Gas pursuant to the
Promissory Note. Therefore, the assertions in the Deed of Trust
relating to the underlying debt as set forth in the Promissory Note
cannot be supported. In support of its argument, Tex-Gas offered
the Promissory Note and Loan Agreement. Like most documents in this
case, the Promissory Note and Loan agreement were not complete or
accurate, the Court notes.
The Defendants argue that notwithstanding the statements in the
Deed of Trust, it is nevertheless enforceable and constitutes a
lien on Plaintiff's Property, as it was provided as security for
other advancements made to Plaintiff. Under the Bankruptcy Code,
the secured lender has the burden of proof on the issue of
validity, priority and/or extent of its lien on the property.
In Texas, "lien" is defined as a "charge against or an interest in
property to secure payment of a debt or performance of an
obligation, and includes a security interest created by agreement .
. ." Similarly, the Bankruptcy Code defines a "security interest"
as a "lien created by an agreement." Judge Jeffrey Norman of the
United States Bankruptcy Court for the Southern District of Texas,
Galveston Division, holds that there must be an underlying debt
securing a lien for the lien to encumber collateral. The judge
points out it is undisputed that Defendants loaned money to Gate
Corp., the holding company for the Plaintiff, prior to the
execution of the Deed of Trust. The evidence at trial was that the
Plaintiff thought the Deed of Trust was for future loans, while the
Defendants believed the agreement was for existing loans. There was
no "meeting of the minds," the judge says.
However, Judge Norman adds, a creditor may still hold an equitable
lien on real property, even in the absence of a written mortgage or
deed of trust. Equitable liens arise when parties to a transaction
"intend [for] certain property to secure the payment of a debt."
The existence of an equitable lien depends on whether the parties
expressly or implicitly agreed that a debt would be secured by
specific property, and the court can look to the circumstances
surrounding the parties' transaction to determine whether such an
agreement was formed.
The loan agreements were not with the Plaintiff, but with Net
Effect, Judge Norman points out. Each Defendant had similar loan
agreements which listed various security for the loan, but not the
specific Property as set forth in the Deed of Trust that was later
prepared. Moreover, the Defendants testified that they did not have
enough security for the loans with Net Effect, and that is why they
requested the Deed of Trust from Heffner. Since all the
negotiations on each end were made with Heffner, and he used his
entities, Fortune Insight and Net Effect, in the written documents,
the Defendants cannot establish that they had an agreement with the
Plaintiff for a security interest in the Plaintiff's Property,
Judge Norman holds. Therefore, the Defendants failed to meet their
burden of establishing they held a lien, the judge rules. As a
result, the Deed of Trust is declared expunged and released, and
Yuk and Bun do not have a lien or secured interest in the
Plaintiff's Property, the Court concludes.
The Court finds no breach of contract between Tex-Gas, Bun and Yuk
as plead by the Plaintiff. Judge Norman notes that the record is
clear there was no meeting of the minds between the Plaintiff and
Defendants. Any representations made to induce Tex-Gas's signing of
a Deed of Trust were made by Heffner. These representations,
contained within the loan documents, were not by Bun and Yuk, and
are not attributable to them. Heffner was under pressure as his
forged documents were being questioned by Adrian, Bun and Yuk.
Heffner was lying to both sides of the same transaction. There was
no evidence of direct communication between the Plaintiff and the
Defendants, and as a result there was no meeting of the minds.
The Plaintiff attempts to make legal arguments that Tex-Gas cannot
be liable for any amount Defendants loaned due to the Statute of
Frauds. Such argument is based on faulty facts, which the Court has
rejected. The Court points out Tex-Gas was an indirect party to the
loans from Bun and Yuk; it did have knowledge via Fimrite and
Heffner of the loans. It then received a benefit, in part, from the
loans of Bun and Yuk. The uncontroverted evidence is that Gate
Corp. received funds totaling HK$5,225,000 or US$668,300 from
Heffner or Net Effect. Heffner was a director of Gate Corp., he
personally guaranteed Gate Corp.'s debt, he had a close, working,
and personal relationship with Fimrite, the other director of Gate
Corp. who is also the personal representative of the Debtor.
Fimrite knew that without a bank account, funds for Tex-Gas's
vulcanized recycling project could have only been directed to Gate
Corp. The funds received from Bun and Yuk were spent, and never
repaid. Additionally, there are written notes and they specifically
mention Heffner, Fimrite, Gate Corp., and Tex-Gas Holdings, LLC.
There is a very close affinity between these parties. Heffner and
Fimrite were the agents of Tex-Gas and Gate Corp. Importantly,
Fimrite had actual knowledge that the notes required Fimrite to
provide an irrevocable, unconditional, unsubordinated guarantee of
the borrower's obligations.
The two secured proofs of claim filed by Bun and Yuk total
US$9,482,983. The Court disallows all but US$668,300 and then
allows this amount as an unsecured claim. This is the amount
received by Gate Corp., the Debtor's parent corporation. There is a
factual and legal nexus between Heffner and Gate Corp. as Heffner
was a director of Gate Corp. However, neither Gate Corp. or the
Debtor ever received any additional funds either directly or
indirectly from monies loaned by Bun and Yuk. These are the only
possible funds that are traceable to the debtor's parent
corporation from Bun or Yuk. Any further losses of Bun and Yuk is a
direct result of their personal and business relationship with
Heffner and his noted fraudulent activities, for which the
Plaintiff is not liable.
According to Judge Norma, the lack of evidence as to how to
apportion the allowed unsecured claims, when the Court disallows in
part and allows in part the two claims filed by both Bun and Yuk.
Both Plaintiff and Defendants appear to have assumed that the
proofs of claim would either be allowed or disallowed in their
entirety, which has not occurred. Bun and Yuk were also represented
by the same counsel at trial of this matter. Counsel for Bun and
Yuk did not differentiate between the validity of either of their
client's claims and urged for them to be both fully allowed. The
Court therefore finds both claims valid in proportion to the
original totals of the now disallowed secured proofs of claim. It
awards an unsecured claim of 40% ($267,320) to Bun and an unsecured
claim of 60% ($400,980) to Yuk. The Court recognizes this creates a
minor windfall for Yuk versus Bun given the amounts that had been
previously repaid to them both.
The Court declines to award attorney fees and finds that the
American Rule requiring each party to bear its own attorney's fees
in litigation is applicable in this case as there is no statutory
or contractual exception for their recovery. The Federal
Declaratory Judgment Act generally does not permit the recovery of
legal fees. However, a prevailing party may recover fees in a
federal declaratory judgment action where controlling substantive
law permits such recovery, but the Texas Declaratory Judgment Act
is neither substantive law nor controlling here. Therefore,
attorney's fees are not recoverable. The Court finds no other
restricted circumstances such as bad faith, vexation, wantonness,
or oppression relating to the filing or maintenance of the action
which would lead to the recovery of attorney fees.
For the reasons so stated, the Court holds that the Deed of Trust
recorded as Document Number 3870 and recorded in the Official
Records of Matagorda County, Texas on July 21, 2020, is not an
enforceable lien interest against the Plaintiff's Property. The
Deed of Trust is declared expunged and released. Additionally, the
Proof of Claim filed by Sham Wai Bun (POC No. 4) is disallowed as a
secured claim but allowed as an unsecured claim in the amount of
US$267,320. The Proof of Claim filed by Lui SoYuk (POC No. 3) is
disallowed as a secured claim but allowed as an unsecured claim in
the amount of US$400,980. All other relief, including any award of
attorney fees is denied.
A full-text copy of Judge Norman's Memorandum Opinion dated
February 25, 2022, is available at https://tinyurl.com/2p8ha7my
from Leagle.com.
The adversary proceeding is captioned TEX-GAS HOLDINGS, LLC,
Plaintiff, v. LUI SO YUK and SHAM WAI BUN and JAY L. KRYSTINIK and
FORTUNE INSIGHT LIMITED, Defendants, Adversary No. 21-8002 (Bankr.
S.D. Tex.).
About Tex-Gas Holdings
Tex-Gas Holdings, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 21-80092) on June 1,
2021. Elroy D. Fimrite, president of Tex-Gas Holdings, signed the
petition. In the petition, the Debtor disclosed assets of between
$1 million and $10 million and liabilities of the same range. Judge
Jeffrey P. Norman oversees the case. Andrews Myers, P.C., is the
Debtor's legal counsel.
THEOS FEDRO: Deal on Cash Collateral Access OK'd
------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
San Francisco Division, has approved the Stipulation for Use of
Cash Collateral and Adequate Protection Between the Trustee and
Pender Capital Asset Based Lending Fund I, LP filed by Janina M.
Hoskins, the Chapter 11 Trustee of Theos Fedro Holdings, LLC.
The parties agree the Debtor may use cash collateral for these
purposes:
a. $478 per month for elevator services;
b. $2,137.50 for property services;
c. Real property taxes due April 10, 2022;
d. $250 for the quarterly fee due to the United States
Trustee; and
e. any other expenditure upon three days' notice without
objection.
On December 15, 2017, the Debtor executed and delivered to Pender a
Promissory Note in the principal amount of $3.6 million, secured by
a Deed of Trust, Assignment of Rents, Security Agreement and
Fixture Filing dated December 15, 2017 and recorded in the San
Francisco County Recorder's Office on February 20, 2018, as
Instrument No. 2018-K580234-00, naming Pender as beneficiary and
encumbering the real property and related fixtures and improvements
commonly known as 819 Ellis Street, San Francisco, CA 94109, as
well as any rents and profits related thereto.
As of the Petition Date, Pender asserts a secured claim in the
amount of $4,093,662 against the Ellis Property and the rents
generated, plus all interest, fees, costs, attorney's fees and
other charges that continue to accrue.
The Trustee will continue to make a monthly adequate protection
payment to Pender of $8,000 or more on the 10th day of every month.
In the event rent payments increase, the Adequate Protection
payments will be increased by the amount of the additional rents.
The Trustee shall also have an eight day grace period to make the
adequate protection payment.
In addition, as further adequate protection to Pender, to the
extent Pender's lien does not already extend to the rents or other
monies received by the Debtor for the Ellis Property pursuant to 11
U.S.C. section 552(b)(2), Pender shall be granted a valid,
perfected and enforceable like-kind replacement liens on all Debtor
funds of the same nature, extent and relative priority in which
Pender had a perfected, prepetition security interest in the Ellis
Property and the rents and profits related thereto.
These events constitute an "Event of Default":(i) the failure of
the Trustee to make an adequate protection payment in accordance
with the terms of the Third Stipulation; (ii) the failure of the
Trustee to timely file any of the Monthly Operating Reports in
accordance with the Third Stipulation; or (iii) the Debtor's
bankruptcy case is converted to a Chapter 7 or dismissed.
A copy of the order is available at https://bit.ly/34q9tvK from
PacerMonitor.com.
About Theos Fedro Holdings
San Francisco, Calif.-based Theos Fedro Holdings, LLC, provides
support services to the transportation industry. It filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Calif. Case No. 21-30202) on March 16, 2021.
Philip Achilles, managing member, signed the petition.
In its petition, the Debtor disclosed $1 million to $10 million in
both assets and liabilities. Judge Dennis Montali oversees the
case. The Law Offices of Stuppi & Stuppi serves as the Debtor's
legal counsel.
Felderstein Fitzgerald Willoughby Pascuzzi & Rios LLP serves as
counsel for Pender Capital Asset Based Lending Fund I, LP,
creditor.
Janina M. Hoskins serves as the Debtor's Chapter 11 Trustee, while
NRT West, Inc. serves as the real estate broker.
TON REAL ESTATE: Taps Christopher Hansen as Bankruptcy Attorney
---------------------------------------------------------------
Ton Real Estate Investments X, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Indiana to employ
Christopher Hansen, Esq., an attorney practicing in Chicago, to
handle its Chapter 11 case.
The attorney will be paid at the rate of $300 per hour for his
services and will be reimbursed for out-of-pocket expenses.
Mr. Hansen 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. Hansen holds office at:
Christopher A. Hansen, Esq.
400 S. Green St. Ste. H
Chicago, IL 60607
Tel: (708) 284-6502
Email: hansenlegal@yahoo.com
About Ton Real Estate Investments X
Ton Real Estate Investments X, LLC is an Illinois limited liability
company in the business of leasing and running a retail mall
located at 3701 S. Mail St., Elkhart, Ind.
Ton Real Estate sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ind. Case No. 22-30056) on Jan. 25,
2022, listing up to $50 million in assets and up to $10 million in
liabilities. John Thomas, manager, signed the petition.
Judge Paul E. Singleton oversees the case.
Christopher A. Hansen, Esq., is the Debtor's bankruptcy attorney.
TOPGOLF INTERNATIONAL: S&P Upgrades ICR to 'B', Outlook Stable
--------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Topgolf
International Inc. to 'B' from 'B-' to reflect its strategically
important status to its group and its recent upgrade of Callaway.
At the same time, S&P raised its issue-level ratings on Topgolf and
Callaway's existing debt instruments by one notch following our
review of the recovery prospects for the term loan facilities that
S&P expects will remain outstanding. S&P also withdrew its ratings
on Callaway's previously proposed transaction.
Topgolf International Inc.'s parent, Callaway Golf Co., announced
that it has indefinitely suspended an opportunistic refinancing
transaction that would have enabled it to consolidate all of the
group's debt at the parent level.
S&P said, "The higher issuer credit rating on Topgolf follows our
recent upgrade of Callaway due to its improved operating
performance and group prospects. We continue to view Topgolf as
strategically important to Callaway because it remains important to
the group's long-term strategy and is unlikely to be sold. Topgolf
demonstrated stronger operating results through the fourth quarter,
including both a solid increase in its top-line revenue and an
improvement in its operating efficiency that led to elevated
EBITDA. Still, we expect Topgolf will continue to burn cash through
the next year as it further invests in venue expansions.
"The stable outlook on Topgolf reflects our view that it is a
strategically important subsidiary of Callaway, as well as our
forecast for continued revenue and EBITDA improvements at both
Topgolf and Callaway.
"We could lower our rating on Topgolf if we lower our rating on its
parent Callaway and its stand-alone performance has not improved
sufficiently to support a 'B' rating, which would likely entail
positive free cash flow prospects.
"We could raise our rating on Topgolf if we reassess its status in
the group as highly strategic or core. This would likely require a
longer track record of operating success. The company would also
likely need to increase its proportion of the group's total profit
before we would reassess its status. We could also raise our rating
on Topgolf if its stand-alone performance improves and appeared
sustainable such that we forecast materially positive free cash
flow and stronger credit metrics."
U.S. TELEPACIFIC: S&P Upgrades ICR to 'CCC+', Outlook Negative
--------------------------------------------------------------
S&P Global Ratings raised its issuer-credit rating on U.S.-based
competitive and cloud communications provider U.S. TelePacific
Holdings Corp. (doing business as TPx Communications) to 'CCC+'
from 'SD' (selective default).
S&P said, "At the same time, we assigned our 'CCC+' issue-level
rating and '4' recovery rating to the company's new $655 million
senior secured term loan and $25 million revolver. The '4' recovery
rating indicates our expectation for average (30%-50%; rounded
estimate: 40%) recovery in the event of a payment default.
"The negative outlook reflects the potential for a downgrade if
operating conditions do not improve and lead to limited earnings
growth such that we believe an additional restructuring transaction
is imminent."
TPx completed the exchange of its $655 million senior secured term
loan B ($582 million outstanding) due May 2023 for a new senior
secured term loan B due May 2026. It also extended the maturity of
its $25 million revolving credit facility to November 2025 from May
2022.
S&P said, "Following its financial restructuring, we expect the
company's low EBITDA and the pay-in-kind (PIK) feature on its term
loan to exacerbate its leverage, which will remain elevated over
the next year."
TPx's capital structure will comprise a $655 million senior secured
term loan due May 2026 ($582 million outstanding at transaction
close) and a $25 million revolving credit facility due November
2025. The term loan features the option to pay the secured
overnight financing rate (SOFR)+650 basis points (bps) in cash or
SOFR+100 bps in cash and 725 bps of PIK through 2023. S&P said, "We
expect the company will use the PIK option during this period to
conserve cash, though this will lead to an increase in its debt
balance. At the same time, we expect TPx's EBITDA to remain low
over the next couple of years because we incorporate one-time
expenses, most of which are associated with costs to achieve future
expense reductions, in our calculation of its EBITDA. This
contributes to our forecast for rising leverage in 2022. However,
TPx is working to cut about $93 million of costs from its business,
about two-thirds of which will come from its shutdown of
colocations in incumbent facilities as it disconnects its legacy
circuits and migrates its customers to cloud-based solutions. We
expect the company's S&P Global Ratings-adjusted debt to EBITDA to
peak in 2022 before improving to about 12x in 2023 and 9x in 2024
through the realization of these savings and the winding down of
its one-time expenses."
S&P believes the financial restructuring will bolster TPx's
liquidity position.
As part of the transaction, the company received an upfront capital
infusion of $40 million from its private-equity sponsor and will
get another $20 million as of the end of the second quarter of 2022
and $10 million in the third quarter. Its sponsor also committed to
contribute additional equity to ensure TPx remains in compliance
with its new $20 million minimum liquidity covenant. The company's
utilization of the PIK option on its term loan will also enable it
to conserve cash as it transitions its business model.
S&P expects the company's top line will remain pressured for the
next couple of years.
TPx is trying to transition its business toward managed services
and away from legacy business telecommunications. The company's
business services segment comprise voice, data, and wholesale
services. These account for about 22% of its total revenue and are
in secular decline. However, TPx is trying to migrate its customer
base (while adding new customers) to its suite of managed services,
which are less expensive to deploy because they are not dependent
on the incumbent telecom operator. The company's managed services
segment includes unified communications as a service (UCaaS),
software-defined wide area networks (SD-WAN), security, and managed
network access.
While TPx's revenue from business services has continued to decline
in the double-digit percent area, the expansion in its managed
services revenue has underperformed our expectations, partially due
to the pandemic, which negatively affected its small to medium-size
business (SMB) customers. In 2021, S&P estimates the company's
managed services revenue declined by 2% relative to the same period
in 2020. TPx will need to expand this segment over the next couple
of years to offset the sharp declines in its business services
revenue.
The negative outlook on TPx reflects the potential for a downgrade
if its operating conditions do not improve, resulting in limited
earnings growth, such that S&P believes an additional restructuring
transaction is imminent.
S&P said, "We could lower our ratings on TPx if we believe there is
an increased risk of default in the next 12 months. This could
occur if its liquidity position deteriorates, leading to a
shortfall in the short term. We could also downgrade the company if
it announces an additional debt exchange offer or restructuring.
"We believe an upgrade is unlikely over the next 12 months given
the company's elevated leverage, negative free operating cash flow
(FOCF), and our view that its capital structure is unsustainable
over the longer term. However, we could revise our outlook on TPx
to stable if it successfully transitions its business, improves its
cash flow generation, and maintains adequate liquidity supported by
improving operating conditions."
VERTEX AEROSPACE: Moody's Puts 'B2' CFR Under Review for Upgrade
----------------------------------------------------------------
Moody's Investors Service has placed all ratings of Vertex
Aerospace Services Corp. ("Vertex" or the "company") on review for
upgrade, including the B2 corporate family rating, the B2-PD
probability of default rating, and the B1 rating on the senior
secured first lien term loan.
The review for upgrade is prompted by Vertex's announcement that it
plans to merge, in an all-stock transaction, with Vectrus, Inc., a
provider of critical mission support to military and government
customers. The combined companies will have pro forma revenues of
about $3.4 billion and will be publicly listed on the New York
Stock Exchange (NYSE). The merger is expected to close in the third
quarter of 2022.
On Review for Upgrade:
Issuer: Vertex Aerospace Services Corp.
Corporate Family Rating, Placed on Review for Upgrade, currently
B2
Probability of Default Rating, Placed on Review for Upgrade,
currently B2-PD
Senior Secured First Lien Term Loan due 2028, Placed on Review for
Upgrade, currently B1 (LGD3)
Outlook Actions:
Issuer: Vertex Aerospace Services Corp.
Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
The review reflects Moody's expectations that Vertex's leverage
will substantially decrease upon close of the merger with Vectrus.
Vertex’s current pro forma adjusted debt-to-EBITDA is around
7.0x. Pro forma for the merger with Vectrus, Moody’s believes
that debt-to-EBITDA will be meaningfully reduced, providing a
stronger balance sheet and enhanced financial flexibility.
Moody's recognizes the strategic rationale for the transaction, as
the combined companies will enhance their technology and service
capabilities, while increasing scale and expanding the bid
pipeline. However, Moody's believes that the transaction will
entail significant execution and integration risk. These risks are
exacerbated by Vertex’s December 2021 acquisition of the mission
support, training and maintenance services business of Raytheon
Technologies Corporation. This was a transformative acquisition
that more than doubled Vertex’s size. As a result, the merger
with Vectrus will be occurring at a time that there is already
elevated execution and integration risk.
The review for upgrade will assess the operational, investment and
financial changes that will result from the merger. Aspects of the
credit that will be under consideration include: pro forma combined
financial metrics, cash flows, liquidity, and capital structure.
The business integration plan coupled with future investment
requirements will also be considered. Governance considerations,
including the company's capital allocation policies and long-term
leverage targets will also factor into the review.
Vertex Aerospace Services Corp., headquartered in Madison, MS, is
an aviation and aerospace technical services company managing and
servicing aircraft and other equipment, primarily for government
customers. Pro forma for the recent acquisition of the Raytheon
business, annual revenue approximate $1.6 billion. The company is
owned by affiliates of American Industrial Partners.
The principal methodology used in these ratings was Aerospace and
Defense published in October 2021.
VTV THERAPEUTICS: CEO Deepa Prasad to Resign on March 29
--------------------------------------------------------
Deepa Prasad notified the Board of Directors of vTv Therapeutics
Inc. of her decision to resign from her positions as chief
executive officer, president, and board member, effective as of
March 29, 2022, and has agreed to continue serving in those roles
until the earlier of the completion of a certain company milestone
or March 29, 2022.
Ms. Prasad has agreed to serve as a strategic advisor to the
company for six months after the effective date. She will receive
a $325,000 bonus based on her prior service, and she will also
continue to receive her base salary for a period of 15 months
following the effective date. Ms. Prasad will retain 624,659 of
the outstanding options previously granted to her, which will vest
at the end of the 15-month period following the effective date. Ms.
Prasad will be subject to a one-year noncompete provision and other
customary provisions, including mutual non-disparagement
obligations and the execution of a mutual release.
Appointment of Interim CEO
On March 1, 2022, the Board appointed Mr. Richard S. Nelson as
acting chief executive officer until the Effective Date, at which
time Mr. Nelson will become interim chief executive officer of the
Company.
Mr. Nelson has served as a member of the Company's Board since
November 2020. Mr. Nelson currently serves as executive vice
president, Corporate and Business Development for Vericast and
senior vice president, Corporate Development for MacAndrews &
Forbes. In these roles, Mr. Nelson is responsible for the
identification and execution of global merger and acquisition
opportunities. Mr. Nelson works with business leaders to source,
negotiate and close acquisitions, joint ventures and partnerships
that complement MacAndrews & Forbes's and Vericast's long-term
vision and strategy. Prior to Vericast, Mr. Nelson served as
senior vice president of Global Corporate Development at The
Nielsen Company. Mr. Nelson also served as managing director,
Mergers and Acquisitions at IAC/InterActive Corp. Previously, Mr.
Nelson had been President and Co-Founder of Trendum, n/k/a Nielsen
BuzzMetrics and SVP/General Counsel of RSL Communications, a
telecommunications company. Mr. Nelson began his career as a
mergers and acquisition attorney at Skadden Arps. Mr. Nelson
earned a Bachelors in Business Administration in Finance with High
Distinction from the Ross School of Business at the University of
Michigan and a J.D. from New York University School of Law. Mr.
Nelson is a member of the National Advisory Board for the
University of Michigan Rogel Cancer Center, the Board of Directors
of Think Pink Rocks breast cancer charity, and a former member of
the Board of Directors of Reply.com, RSL COM U.S.A., and Trendum,
Inc.
On March 1, 2022, Mr. Nelson entered into an employment agreement
with the Company. The Nelson Employment Agreement provides for a
base salary of not less than $200,000, and a cash bonus of 100% of
his base salary for the 2022 fiscal year, based on achievement of
performance targets. The Nelson Employment Agreement also provides
for the grant of stock options to purchase 500,000 shares of Class
A common stock of the Company at an exercise price of $0.8060 per
share. 125,000 of the Options will vest on the Effective Date, and
the remaining 375,000 Options will vest ratably every three months
over three years, subject to Mr. Nelson's continued association
with the Company.
Mr. Nelson will be eligible for other standard employee benefits.
If his employment is terminated by the Company without "cause" or
he resigns for "good reason," in each case as set forth in the
Nelson Employment Agreement, then subject to the execution of a
release of claims, Mr. Nelson will receive as severance pay (i) six
months base salary payable in installments (less any offset) and
(ii) a pro rated cash bonus. Any vested Options will be
exercisable through the expiration of the ten-year term. In
addition, Mr. Nelson will be entitled to accrued benefits.
The Nelson Employment Agreement contains other customary terms and
conditions, including a one year post-employment non-compete, a one
year post-employment non-solicit and other nondisclosure of
confidential information, intellectual property and
non-disparagement provisions.
Amendment to Bylaws
On March 1, 2022, the Board adopted the second amended and restated
by-laws of the Company, in order to, among other things, provide
that the Board may appoint an independent director to serve as the
Lead Independent Director.
About vTv Therapeutics
vTv Therapeutics Inc. is a clinical-stage biopharmaceutical company
focused on developing oral small molecule drug candidates. vTv has
a pipeline of clinical drug candidates led by programs for the
treatment of type 1 diabetes, Alzheimer's disease, and inflammatory
disorders. vTv's development partners are pursuing additional
indications in type 2 diabetes, chronic obstructive pulmonary
disease (COPD), and genetic mitochondrial diseases.
vTv Therapeutics reported a net loss attributable to common
shareholders of $8.50 million for the year ended Dec. 31, 2020,
compared to a net loss attributable to common shareholders of
$17.91 million for the year ended Dec. 31, 2019. For the nine
months ended Sept. 30, 2021, the Company reported a net loss
attributable to the company of $5.94 million. As of Sept. 30,
2021, the Company had $31.43 million in total assets, $8.37 million
in total liabilities, $44.61 million in redeemable noncontrolling
interest, and a total stockholders' deficit of $21.54 million.
WALKER SERVICE: Chapter 11 Trustee Taps LaMonica as Legal Counsel
-----------------------------------------------------------------
Salvatore LaMonica, the Chapter 11 trustee for Walker Service Corp.
and its affiliates, received approval from the U.S. Bankruptcy
Court for the Eastern District of New York to employ LaMonica
Herbst & Maniscalco, LLP as his legal counsel.
The firm's services include:
a. assisting the trustee with revising the trustee's Chapter 11
plan of liquidation and seeking confirmation of the proposed plan;
b. assisting the trustee with an investigation into the Debtors'
financial and business affairs including, but not limited to, any
pre-bankruptcy and post-petition transfers of property;
c. investigating the actions and activities of any insider and
the existence of any claims or causes of action that can be pursued
for the benefit of the Debtors' estates;
d. preparing and prosecuting motions objecting to claims, as
directed by the trustee, that may be necessary to complete the
administration of the Debtors' estates; and
e. preparing and filing motions and applications or such other
disposition of the Debtors' estates, as directed by the trustee.
The hourly rates charged by the firm's attorneys and
paraprofessionals are as follows:
Attorneys $675 per hour
Associates $425 per hour
Paraprofessionals $200 per hour
The firm will also seek reimbursement for out-of-pocket expenses.
Jacqulyn Loftin, Esq., a partner at LaMonica, 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:
Jacqulyn S. Loftin, Esq.
LaMonica Herbst & Maniscalco, LLP
3305 Jerusalem Avenue, Suite 201
Wantagh, NY 11793
Tel: (516) 826-6500
Email: jsl@lhmlawfirm.com
About Walker Service Corp.
Brooklyn, N.Y.-based Walker Service Corp. and its affiliates are
privately held companies in the taxi and limousine service
industry.
On March 27, 2020, Walker Service and 21 affiliates filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. E.D.N.Y. Lead Case No. 20-41759). At the time of the
filing, Walker Service listed up to $500,000 in assets and up to
$10 million in liabilities. Judge Elizabeth S. Stong oversees the
cases.
The Debtors tapped Spence Law Office, P.C. as their legal counsel.
LaMonica Herbst & Maniscalco, LLP serves as legal counsel for
Salvatore LaMonica, the Chapter 11 trustee appointed in the
Debtors' bankruptcy cases.
WESCO INTERNATIONAL: S&P Upgrades ICR to 'BB', Outlook Stable
-------------------------------------------------------------
S&P Global Ratings raised its issuer credit ratings on
Pittsburgh-based industrial distributor WESCO International Inc.
and its subsidiary, WESCO Distribution Inc., to 'BB' from 'BB-'. At
the same time, S&P raised its issue-level rating on WESCO
Distribution's senior unsecured notes to 'BB' from 'BB-' and its
issue-level rating on Anixter Inc.'s senior unsecured notes to
'BB-' from 'B+'.
The stable outlook reflects S&P's expectation that WESCO will
maintain its recent performance momentum and generate solid free
cash flow, which will enable it to reduce its S&P Global
Ratings-adjusted leverage to about 4x over the next 12 months.
S&P said, "The upgrade reflects WESCO's stronger-than-anticipated
performance in 2021 and our forecast for a continued improvement in
its earnings. The company increased its sales by about 14% year
over year in 2021 pro forma for its acquisition of Anixter
International Inc., which closed in June 2020. At the same time,
WESCO expanded its EBITDA by about 37%. Healthy demand for the
company's products supported rapid deleveraging, enabling it to end
the year with S&P Global Ratings-adjusted debt to EBITDA of 4.5x.
WESCO's leverage remains approximately 0.4x above its target range
of 2.0x-3.5x according to its own calculations. Therefore, we
believe the company will reduce its S&P Global Ratings-adjusted
leverage to about 4.0x in 2022. Over the long term, we believe
acquisitions will remain a key part of WESCO's growth strategy.
Thus, we expect the company will begin to ramp up its acquisition
spending toward the later part of this year and into 2023 as it
nears its targeted leverage range. In our view, the most
significant risk to the rating is another large acquisition.
"We believe WESCO is very well positioned to benefit from certain
ongoing secular trends, such as grid modernization, the buildout of
rural broadband, and the increasing investment in telematics and
automation. This strong positioning enabled the company to report a
healthy increase in its revenue in the fourth quarter of 2021,
including a 22% organic expansion in the top-line revenue from its
Utility & Broadband Solutions (UBS) segment relative to the
comparable period a year ago. Similarly, WESCO increased the
revenue from its Electrical & Electronic Solutions (EES) segment by
18% as it benefitted from the general industrial recovery. While
still strong, the organic expansion in the company's Communications
& Security Solutions (CSS) revenue lagged the results of its other
two segments and rose by only 9%. In our view, this segment
features strong long-term growth potential supported by the focus
on network infrastructure and cloud-based technologies.
Furthermore, the company has increased its overall sales through
its strong execution on the cross-selling synergies from its
acquisition of Anixter. Specifically, WESCO increased its
cross-selling synergy goal by about 350% since completing the
transaction and has already achieved about 60% of its new $600
million goal.
"Despite supply chain issues and the ongoing inflationary
environment, the company increased its S&P Global Ratings-adjusted
EBITDA margins by about 60 basis points (bps) year over year in
2021. WESCO is striving to improve its gross margins, particularly
at its legacy operations, through value-based pricing. Therefore,
the company expanded its reported gross margin by 120 bps in the
fourth quarter of 2021, although it declined by 50 bps sequentially
relative to the third quarter. As a distributor, we believe WESCO
has less exposure to commodity prices than capital goods
manufacturers. Therefore, we expect a modest improvement in its
margins in 2022.
"Despite the strength of its performance, the company's free
operating cash flow (FOCF) was weaker than we anticipated due to
the inventory build associated with its strong demand. This
increased its working capital to over $600 million, which led to
minimal FOCF. At the same time, WESCO was able to increase its
working capital efficiency throughout 2021. Although the company
will likely require additional working capital investments while
its demand remains strong, we believe they will be lower than in
2021 and support a material improvement in its free cash flow
generation.
"The stable outlook on WESCO reflects our view that it will
continue to modestly reduce its leverage over the next 12 months.
However, we believe the company may begin to increase its
acquisition activity as it approaches its targeted leverage range,
though we do not assume any additional transformative acquisitions
in the near future. We believe WESCO will continue to manage its
costs well, which will support a slight increase in its margin even
amid the ongoing macroeconomic uncertainty."
S&P could lower its ratings on WESCO over the next 12 months if it
expects its S&P Global Ratings-adjusted leverage to increase above
5x. This could occur if:
-- The recovery in its end-market demand stalls;
-- It faces significant supply chain disruptions,
higher-than-expected integration costs, or lingering merger-related
expenses that pressure its margins; or
-- The company implements aggressive financial policy decisions,
such as acquisitions or share repurchase activity, that increase
its leverage.
While unlikely over S&P's outlook horizon, it could consider
raising its rating on WESCO if it demonstrates a commitment to
maintaining leverage of well below 4x after incorporating its
acquisitions and shareholder-friendly behavior.
ESG credit indicators: E-2 S-2 G-2
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Emerald Seven, LLC
Bankr. C.D. Cal. Case No. 22-10348
Chapter 11 Petition filed March 1, 2022
See
https://www.pacermonitor.com/view/QREY7KQ/Emerald_Seven_LLC__cacbke-22-10348__0001.0.pdf?mcid=tGE4TAMA
represented by: Summer Shaw, Esq.
SHAW & HANOVER, PC
E-mail: ss@shaw.law
In re Coleman Commercial Properties, Inc
Bankr. D. Colo. Case No. 22-10666
Chapter 11 Petition filed March 1, 2022
See
https://www.pacermonitor.com/view/2IU6YOQ/Coleman_Commercial_Properties__cobke-22-10666__0001.0.pdf?mcid=tGE4TAMA
represented by: Stephen Berken, Esq.
BERKEN CLOYES, PC
E-mail: stephenberkenlaw@gmail.com
In re Michael Craig Winter
Bankr. N.D. Ill. Case No. 22-02326
Chapter 11 Petition filed March 1, 2022
represented by: David Leibowitz, Esq.
In re 3797 Monument LLC
Bankr. D. Nev. Case No. 22-10733
Chapter 11 Petition filed March 1, 2022
See
https://www.pacermonitor.com/view/2LA63BA/3797_MONUMENT_LLC__nvbke-22-10733__0001.0.pdf?mcid=tGE4TAMA
represented by: Roger P. Croteau, Esq.
ROGER P. CROTEAU & ASSOCIATES LTD.
E-mail: croteaulaw@croteaulaw.com
In re Reliable Home Health Limited
Bankr. W.D. Pa. Case No. 22-20352
Chapter 11 Petition filed March 1, 2022
See
https://www.pacermonitor.com/view/LPSVZKQ/Reliable_Home_Health_Limited__pawbke-22-20352__0001.0.pdf?mcid=tGE4TAMA
represented by: Brian C. Thompson, Esq.
THOMPSON LAW GROUP, P.C.
E-mail: bthompson@thompsonattorney.com
In re Alfred O. Bonati
Bankr. M.D. Fla. Case No. 22-00825
Chapter 11 Petition filed March 2, 2022
In re Matthew 19:26 Incorporated
Bankr. M.D. Fla. Case No. 22-00774
Chapter 11 Petition filed March 2, 2022
See
https://www.pacermonitor.com/view/EJSBEBY/Matthew_1926_Incorporated__flmbke-22-00774__0001.0.pdf?mcid=tGE4TAMA
represented by: Thomas C. Adam, Esq.
THE ADAM LAW GROUP P.A.
E-mail: bk@adamlawgroup.com
In re Bella Venezia 211, LLC
Bankr. S.D. Fla. Case No. 22-11738
Chapter 11 Petition filed March 2, 2022
See
https://www.pacermonitor.com/view/WO77QBY/Bella_Venezia_211_LLC__flsbke-22-11738__0001.0.pdf?mcid=tGE4TAMA
represented by: Joel Aresty, Esq.
JOEL M. ARESTY PA
E-mail: aresty@icloud.com
In re Richard Lee Tooley and Tara Danielle Tooley
Bankr. D. Kan. Case No. 22-20143
Chapter 11 Petition filed March 2, 2022
represented by: Colin Gotham, Esq.
EVANS & MULLINIX, P.A.
In re LSL Griffin Group LLC
Bankr. D.R.I. Case No. 22-10123
Chapter 11 Petition filed March 2, 2022
See
https://www.pacermonitor.com/view/JG2FB6I/LSL_Griffin_Group_LLC__ribke-22-10123__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re KMTJ LLC
Bankr. D.N.J. Case No. 22-11675
Chapter 11 Petition filed March 2, 2022
See
https://www.pacermonitor.com/view/PPB24AA/KMTJ_LLC__njbke-22-11675__0001.0.pdf?mcid=tGE4TAMA
represented by: Paul Gauer, Esq.
PAUL GAUER ATTORNEY
E-mail: gauerlaw@aol.com
In re Joaquin Dean
Bankr. S.D.N.Y. Case No. 22-22101
Chapter 11 Petition filed March 2, 2022
In re Strategic iQ, LLC
Bankr. E.D. Mich. Case No. 22-41595
Chapter 11 Petition filed March 2, 2022
See
https://www.pacermonitor.com/view/FWRXM5I/Strategic_iQ_LLC__miebke-22-41595__0001.0.pdf?mcid=tGE4TAMA
represented by: Robert Bassel, Esq.
E-mail: bbassel@gmail.com
In re All City Restoration Inc.
Bankr. D.N.J. Case No. 22-11681
Chapter 11 Petition filed March 2, 2022
See
https://www.pacermonitor.com/view/IHADIKQ/All_City_Restoration_Inc__njbke-22-11681__0001.0.pdf?mcid=tGE4TAMA
represented by: Adrian Johnson, Esq.
JOHNSON & ASSOCIATES AT LAW, PC
E-mail: ajohnson@johnsonlegalpc.com
In re Lisa Frances Platt
Bankr. C.D. Cal. Case No. 22-11165
Chapter 11 Petition filed March 3, 2022
represented by: Richard Baum, Esq.
In re Rhuppert I. Toledo Alves
Bankr. M.D. Fla. Case No. 22-00795
Chapter 11 Petition filed March 3, 2022
represented by: Aldo Bartolone, Esq.
In re Dro 15R LLC
Bankr. S.D. Fla. Case No. 22-11755
Chapter 11 Petition filed March 3, 2022
See
https://www.pacermonitor.com/view/WUP5RGQ/Dro_15R_LLC__flsbke-22-11755__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re John James Fitzgerald
Bankr. S.D. Fla. Case No. 22-11770
Chapter 11 Petition filed March 3, 2022
represented by: Robert Charbonneau, Esq.
In re South Sky Aviation Corporation
Bankr. S.D. Fla. Case No. 22-11769
Chapter 11 Petition filed March 3, 2022
See
https://www.pacermonitor.com/view/QLDBPNQ/South_Sky_Aviation_Corporation__flsbke-22-11769__0001.0.pdf?mcid=tGE4TAMA
represented by: Robert P. Charbonneau, Esq.
AGENTIS PLLC
E-mail: rpc@agentislaw.com
In re Tim Harold Rose and Toyin Gbemisola Rose
Bankr. D. Md. Case No. 22-11083
Chapter 11 Petition filed March 3, 2022
represented by: John Burns, Esq.
In re P Price LLC
Bankr. S.D. Miss. Case No. 22-00421
Chapter 11 Petition filed March 3, 2022
See
https://www.pacermonitor.com/view/FIA5PYY/P_Price_LLC__mssbke-22-00421__0001.0.pdf?mcid=tGE4TAMA
represented by: R. Michael Bolen, Esq.
HOOD & BOLEN, PLLC
E-mail: rmb@hoodbolen.com
In re 5308 La Quinta Hills, LLC
Bankr. D. Nev. Case No. 22-10766
Chapter 11 Petition filed March 3, 2022
See
https://www.pacermonitor.com/view/NZUKJXI/5308_LA_QUINTA_HILLS_LLC__nvbke-22-10766__0001.0.pdf?mcid=tGE4TAMA
represented by: Roger P. Croteau, Esq.
ROGER P. CROTEAU & ASSOCIATES LTD.
E-mail: croteaulaw@croteaulaw.com
In re Finbomb Sushi Burrito & Poke Bar LLC
Bankr. D. Nev. Case No. 22-50106
Chapter 11 Petition filed March 3, 2022
See
https://www.pacermonitor.com/view/KTJJZYQ/FINBOMB_SUSHI_BURRITO__POKE_BAR__nvbke-22-50106__0001.0.pdf?mcid=tGE4TAMA
represented by: Jamie P. Dreher, Esq.
DOWNEY BRAND LLP
E-mail: jdreher@downeybrand.com
In re Gaetano M. Balzano
Bankr. D.N.J. Case No. 22-11703
Chapter 11 Petition filed March 3, 2022
represented by: Alla Kachan, Esq.
In re Varun Malik
Bankr. D.N.J. Case No. 22-11708
Chapter 11 Petition filed March 3, 2022
represented by: Melinda Middlebrooks, Esq.
In re NYAC Realty LLC
Bankr. E.D.N.Y. Case No. 22-40417
Chapter 11 Petition filed March 3, 2022
See
https://www.pacermonitor.com/view/UDIU74Y/NYAC_REALTY_LLC__nyebke-22-40417__0001.0.pdf?mcid=tGE4TAMA
represented by: Joseph Y. Balisok, Esq.
BALISOK & KAUFMAN PLLC
E-mail: joseph@lawbalisok.com
In re Mario Luis Colokuris
Bankr. W.D. Tex. Case No. 22-30154
Chapter 11 Petition filed March 3, 2022
represented by: Gabe Perez, Esq.
In re HLMC Title Services, Inc.
Bankr. N.D. Ill. Case No. 22-02518
Chapter 11 Petition filed March 4, 2022
See
https://www.pacermonitor.com/view/IO54KTA/HLMC_TITLE_SERVICES_INC__ilnbke-22-02518__0001.0.pdf?mcid=tGE4TAMA
represented by: Laxmi P. Sarathy, Esq.
WHITESTONE, P.C.
E-mail: lsarathy@whitestonelawgroup.com
In re Ranch Associates, LLC
Bankr. D.N.J. Case No. 22-11733
Chapter 11 Petition filed March 4, 2022
See
https://www.pacermonitor.com/view/5CUXEMY/Ranch_Associates_LLC__njbke-22-11733__0001.0.pdf?mcid=tGE4TAMA
represented by: John C. Feggeler, Jr., Esq.
LAW OFFICES OF JOHN C. FEGGELER, LLC
E-mail: feggelerlaw@verizon.net
In re Wayne Ziemann
Bankr. D.N.J. Case No. 22-11723
Chapter 11 Petition filed March 4, 2022
represented by: Robert Nisenson, Esq.
In re Michelle Corbin Hillman
Bankr. N.D.N.Y. Case No. 22-10175
Chapter 11 Petition filed March 4, 2022
In re Kevin Paul Webb
Bankr. M.D. Tenn. Case No. 22-00678
Chapter 11 Petition filed March 4, 2022
In re Fieni Enterprises, LLC
Bankr. D. Del. Case No. 22-10189
Chapter 11 Petition filed March 7, 2022
See
https://www.pacermonitor.com/view/IQFUDBQ/Fieni_Enterprises_LLC__debke-22-10189__0001.0.pdf?mcid=tGE4TAMA
represented by: Charles J. Brown, III, Esq.
GELLERT SCALI BUSENKELL & BROWN, LLC
E-mail: cbrown@gsbblaw.com
In re Nicholas Rothwell Small, Jr.
Bankr. S.D. Fla. Case No. 22-11853
Chapter 11 Petition filed March 7, 2022
represented by: Chad Van Horn, Esq.
In re Omnitech Institute Inc.
Bankr. N.D. Ga. Case No. 22-51843
Chapter 11 Petition filed March 7, 2022
See
https://www.pacermonitor.com/view/JSWG3UY/Omnitech_Institute_Inc__ganbke-22-51843__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re 46 Eckert Dr LLC
Bankr. D.N.J. Case No. 22-11772
Chapter 11 Petition filed March 7, 2021
See
https://www.pacermonitor.com/view/CCQTKQA/46_Eckert_Dr_LLC__njbke-22-11772__0001.0.pdf?mcid=tGE4TAMA
represented by: Eugene D. Roth, Esq.
LAW OFFICE OF EUGENE D. ROTH
E-mail: erothesq@gmail.com
In re Ronald Weiss, Sr.
Bankr. D.N.J. Case No. 22-11799
Chapter 11 Petition filed March 7, 2022
represented by: Anthony Sodono, Esq.
In re Shean Bacchus
Bankr. E.D.N.Y. Case No. 22-40438
Chapter 11 Petition filed March 7, 2022
represented by: Douglas Pick, Esq.
In re Emtee Cleaners, Inc.
Bankr. S.D.N.Y. Case No. 22-22109
Chapter 11 Petition filed March 7, 2022
See
https://www.pacermonitor.com/view/2SGJLHY/Emtee_Cleaners_Inc__nysbke-22-22109__0001.0.pdf?mcid=tGE4TAMA
represented by: Bruce R. Alter, Esq.
ALTER & BRESCIA, LLP
E-mail: altergold@aol.com
In re Fore Capital Holding, LLC
Bankr. N.D. Tex. Case No. 22-40490
Chapter 11 Petition filed March 7, 2022
See
https://www.pacermonitor.com/view/IQGHLAQ/Fore_Capital_Holding_LLC__txnbke-22-40490__0001.0.pdf?mcid=tGE4TAMA
represented by: Katherine A. Preston, Esq.
WINSTON & STRAWN LLP
E-mail: KPreston@winston.com
*********
Monday's edition of the TCR delivers a list of indicative prices
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obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
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liabilities delivered to nation's bankruptcy courts. The list
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
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Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
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Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2022. All rights reserved. ISSN: 1520-9474.
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